EXHIBIT 4
MORGAN STANLEY ABS CAPITAL I INC.,
Depositor,
COUNTRYWIDE HOME LOANS SERVICING LP,
Servicer,
HOMEQ SERVICING CORPORATION,
Servicer,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
Servicer
NC CAPITAL CORPORATION,
Responsible Party,
DECISION ONE MORTGAGE COMPANY, LLC,
Responsible Party,
WMC MORTGAGE CORP.,
Responsible Party,
ACCREDITED HOME LENDERS, INC.,
Responsible Party,
AAMES CAPITAL CORPORATION,
Responsible Party,
LASALLE BANK NATIONAL ASSOCIATION,
Custodian,
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Custodian
---------------
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2005
---------------
MORGAN STANLEY ABS CAPITAL I INC. TRUST 2005-HE6
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-HE6
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage
Loans..................................64
Section 2.02 Acceptance by the Trustee of the
Mortgage Loans...............67
Section 2.03 Representations and Warranties;
Remedies for Breaches of
Representations and Warranties with Respect to the
Mortgage
Loans................................................69
Section 2.04 Execution and Delivery of
Certificates........................74
Section 2.05 REMIC
Matters.................................................74
Section 2.06 Representations and Warranties of
the Depositor...............75
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicers to Service Mortgage
Loans...........................76
Section 3.02 Subservicing Agreements between a
Servicer and
Subservicers..................................................78
Section 3.03 Successor
Subservicers........................................79
Section 3.04 Liability of the
Servicers....................................79
Section 3.05 No Contractual Relationship
between Subservicers and the
Trustee.......................................................80
Section 3.06 Assumption or Termination of
Subservicing Agreements by
Trustee.......................................................80
Section 3.07 Collection of Certain Mortgage
Loan Payments..................81
Section 3.08 Subservicing
Accounts.........................................83
Section 3.09 Collection of Taxes, Assessments
and Similar Items;
Escrow
Accounts...............................................83
Section 3.10 Collection
Accounts...........................................84
Section 3.11 Withdrawals from the Collection
Accounts......................86
Section 3.12 Investment of Funds in the
Collection Accounts and the
Distribution
Account..........................................87
Section 3.13 Maintenance of Hazard Insurance
and Errors and Omissions
and Fidelity
Coverage.........................................89
Section 3.14 Enforcement of Due-on-Sale
Clauses; Assumption Agreements.....90
Section 3.15 Realization upon Defaulted
Mortgage Loans.....................91
Section 3.16 Release of Mortgage
Files.....................................93
Section 3.17 Title, Conservation and
Disposition of REO Property...........94
Section 3.18 Notification of
Adjustments...................................96
Section 3.19 Access to Certain Documentation
and Information Regarding
the Mortgage
Loans............................................96
Section 3.20 Documents, Records and Funds in
Possession of the
Servicers to Be Held for the
Trustee..........................97
Section 3.21 Servicing
Compensation........................................97
Section 3.22 Annual Statement as to
Compliance.............................98
Section 3.23 Annual Independent Public
Accountants' Servicing
Statement; Financial
Statements...............................98
Section 3.24 Trustee to Act as
Servicer....................................99
Section 3.25 Compensating
Interest.........................................99
Section 3.26 Credit Reporting;
Gramm-Leach-Bliley Act......................99
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICERS
Section 4.01
Advances.....................................................100
Section 4.02 Priorities of
Distribution...................................101
Section 4.03 Monthly Statements to
Certificateholders.....................107
Section 4.04 Certain Matters Relating to the
Determination of LIBOR.......110
Section 4.05 Allocation of Applied Realized
Loss Amounts..................111
Section 4.06 Swap
Account.................................................111
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.............................................113
Section 5.02 Certificate Register; Registration
of Transfer and
Exchange of
Certificates.....................................114
Section 5.03 Mutilated, Destroyed, Lost or
Stolen Certificates............119
Section 5.04 Persons Deemed
Owners........................................120
Section 5.05 Access to List of
Certificateholders' Names and Addresses....120
Section 5.06 Maintenance of Office or
Agency..............................120
ARTICLE VI
THE DEPOSITOR AND THE SERVICERS
Section 6.01 Respective Liabilities of the
Depositor and the Servicers....120
Section 6.02 Merger or Consolidation of the
Depositor or a Servicer.......120
Section 6.03 Limitation on Liability of the
Depositor, the Servicers
and
Others...................................................121
Section 6.04 Limitation on Resignation of a
Servicer......................121
Section 6.05 Additional Indemnification by the
Servicers; Third Party
Claims.......................................................122
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default............................................123
Section 7.02 Trustee to Act; Appointment of
Successor.....................125
Section 7.03 Notification to
Certificateholders...........................125
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of the
Trustee........................................125
Section 8.02 Certain Matters Affecting the
Trustee and the Custodian......125
Section 8.03 Trustee Not Liable for
Certificates or Mortgage Loans........125
Section 8.04 Trustee May Own
Certificates.................................125
Section 8.05 Trustee's Fees and
Expenses..................................125
Section 8.06 Eligibility Requirements for the
Trustee.....................125
Section 8.07 Resignation and Removal of the
Trustee.......................125
Section 8.08 Successor
Trustee............................................125
Section 8.09 Merger or Consolidation of the
Trustee.......................125
Section 8.10 Appointment of Co-Trustee or
Separate Trustee................125
Section 8.11 Tax
Matters..................................................125
Section 8.12 Periodic
Filings.............................................125
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.................125
Section 8.14 Custodial
Responsibilities...................................125
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Liquidation or
Purchase of the Mortgage
Loans........................................................125
Section 9.02 Final Distribution on the
Certificates.......................125
Section 9.03 Additional Termination
Requirements..........................125
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01
Amendment....................................................125
Section 10.02 Recordation of Agreement;
Counterparts.......................125
Section 10.03 Governing
Law................................................125
Section 10.04 Intention of
Parties.........................................125
Section 10.05
Notices......................................................125
Section 10.06 Severability of
Provisions...................................125
Section 10.07 Assignment; Sales; Advance
Facilities........................125
Section 10.08 Limitation on Rights of
Certificateholders...................125
Section 10.09 Inspection and Audit
Rights..................................125
Section 10.10 Certificates Nonassessable
and Fully Paid....................125
Section 10.11 Rule of
Construction.........................................125
Section 10.12 Waiver of Jury
Trial.........................................125
Section 10.13 Opinions of Internal Counsel
of WMC..........................125
Section 10.14 Rights of the Swap
Provider..................................125
SCHEDULES
Schedule I
Mortgage Loan Schedule
Schedule II
Representations and Warranties of Countrywide Home Loans
Servicing LP, as Servicer
Schedule III
Representations and Warranties of HomEq Servicing
Corporation, as Servicer
Schedule IV
Representations and Warranties of JPMorgan Chase Bank,
National Association, as Servicer
Schedule V
Representations and Warranties of Morgan Stanley ABS
Capital I Inc. as to the Mortgage Loans
Schedule VI
Representations and Warranties of WMC as to the WMC
Mortgage Loans
Schedule VII
Representations and Warranties of NC Capital as to the NC
Capital Mortgage Loans
Schedule VIII Representations
and Warranties of Decision One, as to the
Decision One Mortgage Loans
Schedule IX
Representations and Warranties of Wells Fargo, as Custodian
Schedule X
Representations and Warranties of LaSalle, as Custodian
Schedule XI
Representations and Warranties of Accredited as to the
Accredited Mortgage Loans
Schedule XII
Representations and Warranties of Aames as to the Aames
Mortgage Loans
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
Custodians
Exhibit F
Form of Document Certification and Exception Report of
Trustee and Custodians
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
Decision One Purchase Agreement
Exhibit P
NC Capital Purchase Agreement
Exhibit Q
WMC Purchase Agreement
Exhibit R
Accredited Purchase Agreement
Exhibit S
Aames Purchase Agreement
Exhibit T
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"), COUNTRYWIDE HOME LOANS
SERVICING LP, a Texas limited partnership
("Countrywide"), JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, a national banking
association ("JPMorgan"), HOMEQ SERVICING
CORPORATION, a New Jersey corporation
("HomEq", and together with Countrywide and
JPMorgan, the "Servicers"), WMC
MORTGAGE CORP., a California corporation
("WMC"), NC CAPITAL CORPORATION, a
California corporation ("NC Capital"),
DECISION ONE MORTGAGE COMPANY, LLC, a
California limited liability company
("Decision One"), WELLS FARGO BANK,
NATIONAL ASSOCIATION, a banking
association, as custodian ("Wells Fargo"),
LASALLE BANK NATIONAL ASSOCIATION, a
national banking association, as custodian
("LaSalle"), ACCREDITED HOME LOANS, INC., a
California corporation
("Accredited"), AAMES CAPITAL CORPORATION,
a California corporation ("Aames"),
and DEUTSCHE BANK NATIONAL TRUST COMPANY, a
national banking association, as
trustee (the "Trustee").
W I T N E S S E T H:
--------------------
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Trustee shall elect that four segregated asset pools within
the
Trust Fund (exclusive of (i) the Prepayment
Premiums, (ii) the Interest Rate
Swap Agreement, (iii) the 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)
$19,190,998.38
Class PT1-I-2A
(2)
$7,730,259.94
Class PT1-I-2B
(3)
$7,730,259.94
Class PT1-I-3A
(2)
$7,280,023.86
Class PT1-I-3B
(3)
$7,280,023.86
Class PT1-I-4A
(2)
$7,066,178.35
Class PT1-I-4B
(3)
$7,066,178.35
Class PT1-I-5A
(2)
$6,863,315.68
Class PT1-I-5B
(3)
$6,863,315.68
Class PT1-I-6A
(2)
$6,670,421.02
Class PT1-I-6B
(3)
$6,670,421.02
Class PT1-I-7A
(2)
$6,486,512.84
Class PT1-I-7B
(3)
$6,486,512.84
Class PT1-I-8A
(2)
$6,310,623.91
Class PT1-I-8B
(3)
$6,310,623.91
Class PT1-I-9A
(2)
$6,141,869.99
Class PT1-I-9B
(3)
$6,141,869.99
Class PT1-I-10A
(2)
$5,979,384.29
Class PT1-I-10B
(3)
$5,979,384.29
Class PT1-I-11A
(2)
$5,822,343.48
Class PT1-I-11B
(3)
$5,822,343.48
Class PT1-I-12A
(2)
$5,669,970.30
Class PT1-I-12B
(3)
$5,669,970.30
Class PT1-I-13A
(2)
$5,520,917.90
Class PT1-I-13B
(3)
$5,520,917.90
Class PT1-I-14A
(2)
$5,301,932.86
Class PT1-I-14B
(3)
$5,301,932.86
Class PT1-I-15A
(2)
$5,091,102.49
Class PT1-I-15B
(3)
$5,091,102.49
Class PT1-I-16A
(2)
$4,874,882.01
Class PT1-I-16B
(3)
$4,874,882.01
Class PT1-I-17A
(2)
$4,667,912.31
Class PT1-I-17B
(3)
$4,667,912.31
Class PT1-I-18A
(2)
$4,469,794.22
Class PT1-I-18B
(3)
$4,469,794.22
Class PT1-I-19A
(2)
$4,280,146.63
Class PT1-I-19B
(3)
$4,280,146.63
Class PT1-I-20A
(2)
$4,293,623.62
Class PT1-I-20B
(3)
$4,293,623.62
Class PT1-I-21A
(2)
$46,060,088.57
Class PT1-I-21B
(3)
$46,060,088.57
Class PT1-I-22A
(2)
$18,498,839.58
Class PT1-I-22B
(3)
$18,498,839.58
Class PT1-I-23A
(2)
$1,249,195.86
Class PT1-I-23B
(3)
$1,249,195.86
Class PT1-I-24A
(2)
$ 983,831.46
Class PT1-I-24B
(3)
$ 983,831.46
Class PT1-I-25A
(2)
$ 948,506.58
Class PT1-I-25B
(3)
$ 948,506.58
Class PT1-I-26A
(2)
$ 914,448.32
Class PT1-I-26B
(3)
$ 914,448.32
Class PT1-I-27A
(2)
$ 881,611.74
Class PT1-I-27B
(3)
$ 881,611.74
Class PT1-I-28A
(2)
$ 850,142.25
Class PT1-I-28B
(3)
$ 850,142.25
Class PT1-I-29A
(2)
$ 819,618.73
Class PT1-I-29B
(3)
$ 819,618.73
Class PT1-I-30A
(2)
$ 790,171.15
Class PT1-I-30B
(3)
$ 790,171.15
Class PT1-I-31A
(2)
$ 761,779.59
Class PT1-I-31B
(3)
$ 761,779.59
Class PT1-I-32A
(2)
$1,076,867.23
Class PT1-I-32B
(3)
$1,076,867.23
Class PT1-I-33A
(2)
$2,157,221.23
Class PT1-I-33B
(3)
$2,157,221.23
Class PT1-I-34A
(2)
$ 725,800.49
Class PT1-I-34B
(3)
$ 725,800.49
Class PT1-I-35A
(2)
$ 580,945.86
Class PT1-I-35B
(3)
$ 580,945.86
Class PT1-I-36A
(2)
$ 555,436.67
Class PT1-I-36B
(3)
$ 555,436.67
Class PT1-I-37A
(2)
$ 536,172.45
Class PT1-I-37B
(3)
$ 536,172.45
Class PT1-I-38A
(2)
$ 517,567.69
Class PT1-I-38B
(3)
$ 517,567.69
Class PT1-I-39A
(2)
$ 499,600.17
Class PT1-I-39B
(3)
$ 499,600.17
Class PT1-I-40A
(2)
$ 482,253.63
Class PT1-I-40B
(3)
$ 482,253.63
Class PT1-I-41A
(2)
$ 465,496.85
Class PT1-I-41B
(3)
$ 465,496.85
Class PT1-I-42A
(2)
$ 449,314.32
Class PT1-I-42B
(3)
$ 449,314.32
Class PT1-I-43A
(2)
$ 433,687.21
Class PT1-I-43B
(3)
$ 433,687.21
Class PT1-I-44A
(2)
$ 418,596.72
Class PT1-I-44B
(3)
$ 418,596.72
Class PT1-I-45A
(2)
$ 404,024.73
Class PT1-I-45B
(3)
$ 404,024.73
Class PT1-I-46A
(2)
$ 389,953.84
Class PT1-I-46B
(3)
$ 389,953.84
Class PT1-I-47A
(2)
$ 376,366.72
Class PT1-I-47B
(3)
$ 376,366.72
Class PT1-I-48A
(2)
$ 363,247.04
Class PT1-I-48B
(3)
$ 363,247.04
Class PT1-I-49A
(2)
$ 350,579.05
Class PT1-I-49B
(3)
$
350,579.05
Class PT1-I-50A
(2)
$ 338,347.35
Class PT1-I-50B
(3)
$ 338,347.35
Class PT1-I-51A
(2)
$ 326,537.18
Class PT1-I-51B
(3)
$ 326,537.18
Class PT1-I-52A
(2)
$ 315,134.15
Class PT1-I-52B
(3)
$ 315,134.15
Class PT1-I-53A
(2)
$ 304,124.44
Class PT1-I-53B
(3)
$ 304,124.44
Class PT1-I-54A
(2)
$ 293,494.71
Class PT1-I-54B
(3)
$ 293,494.71
Class PT1-I-55A
(2)
$ 283,231.89
Class PT1-I-55B
(3)
$ 283,231.89
Class PT1-I-56A
(2)
$7,714,362.64
Class PT1-I-56B
(3)
$7,714,362.64
Class PT1-II-1
(4)
$29,292,307.12
Class PT1-II-2A
(5)
$11,799,133.31
Class PT1-II-2B
(6)
$11,799,133.31
Class PT1-II-3A
(5)
$11,111,912.49
Class PT1-II-3B
(6)
$11,111,912.49
Class PT1-II-4A
(5)
$10,785,508.00
Class PT1-II-4B
(6)
$10,785,508.00
Class PT1-II-5A
(5)
$10,475,867.22
Class PT1-II-5B
(6)
$10,475,867.22
Class PT1-II-6A
(5)
$10,181,441.18
Class PT1-II-6B
(6)
$10,181,441.18
Class PT1-II-7A
(5)
$9,900,731.71
Class PT1-II-7B
(6)
$9,900,731.71
Class PT1-II-8A
(5)
$9,632,262.49
Class PT1-II-8B
(6)
$9,632,262.49
Class PT1-II-9A
(5)
$9,374,683.81
Class PT1-II-9B
(6)
$9,374,683.81
Class PT1-II-10A
(5)
$9,126,672.71
Class PT1-II-10B
(6)
$9,126,672.71
Class PT1-II-11A
(5)
$8,886,972.42
Class PT1-II-11B
(6)
$8,886,972.42
Class PT1-II-12A
(5)
$8,654,396.60
Class PT1-II-12B
(6)
$8,654,396.60
Class PT1-II-13A
(5)
$8,426,889.50
Class PT1-II-13B
(6)
$8,426,889.50
Class PT1-II-14A
(5)
$8,092,640.24
Class PT1-II-14B
(6)
$8,092,640.24
Class PT1-II-15A
(5)
$7,770,837.91
Class PT1-II-15B
(6)
$7,770,837.91
Class PT1-II-16A
(5)
$7,440,808.34
Class PT1-II-16B
(6)
$7,440,808.34
Class PT1-II-17A
(5)
$7,124,898.79
Class PT1-II-17B
(6)
$7,124,898.79
Class PT1-II-18A
(5)
$6,822,499.93
Class PT1-II-18B
(6)
$6,822,499.93
Class PT1-II-19A
(5)
$6,533,030.07
Class PT1-II-19B
(6)
$6,533,030.07
Class PT1-II-20A
(5)
$6,553,600.78
Class PT1-II-20B
(6)
$6,553,600.78
Class PT1-II-21A
(5)
$70,304,120.38
Class PT1-II-21B
(6)
$70,304,120.38
Class PT1-II-22A
(5)
$28,235,825.97
Class PT1-II-22B
(6)
$28,235,825.97
Class PT1-II-23A
(5)
$1,906,718.34
Class PT1-II-23B
(6)
$1,906,718.34
Class PT1-II-24A
(5)
$1,501,677.64
Class PT1-II-24B
(6)
$1,501,677.64
Class PT1-II-25A
(5)
$1,447,759.27
Class PT1-II-25B
(6)
$1,447,759.27
Class PT1-II-26A
(5)
$1,395,774.23
Class PT1-II-26B
(6)
$1,395,774.23
Class PT1-II-27A
(5)
$1,345,653.91
Class PT1-II-27B
(6)
$1,345,653.91
Class PT1-II-28A
(5)
$1,297,620.25
Class PT1-II-28B
(6)
$1,297,620.25
Class PT1-II-29A
(5)
$1,251,030.47
Class PT1-II-29B
(6)
$1,251,030.47
Class PT1-II-30A
(5)
$1,206,082.95
Class PT1-II-30B
(6)
$1,206,082.95
Class PT1-II-31A
(5)
$1,162,747.31
Class PT1-II-31B
(6)
$1,162,747.31
Class PT1-II-32A
(5)
$1,643,683.42
Class PT1-II-32B
(6)
$1,643,683.42
Class PT1-II-33A
(5)
$3,292,688.87
Class PT1-II-33B
(6)
$3,292,688.87
Class PT1-II-34A
(5)
$1,107,830.36
Class PT1-II-34B
(6)
$1,107,830.36
Class PT1-II-35A
(5)
$ 886,730.54
Class PT1-II-35B
(6)
$ 886,730.54
Class PT1-II-36A
(5)
$ 847,794.43
Class PT1-II-36B
(6)
$ 847,794.43
Class PT1-II-37A
(5)
$ 818,390.35
Class PT1-II-37B
(6)
$ 818,390.35
Class PT1-II-38A
(5)
$ 789,992.86
Class PT1-II-38B
(6)
$ 789,992.86
Class PT1-II-39A
(5)
$ 762,568.03
Class PT1-II-39B
(6)
$ 762,568.03
Class PT1-II-40A
(5)
$ 736,091.02
Class PT1-II-40B
(6)
$ 736,091.02
Class PT1-II-41A
(5)
$ 710,514.20
Class PT1-II-41B
(6)
$ 710,514.20
Class PT1-II-42A
(5)
$ 685,813.88
Class PT1-II-42B
(6)
$ 685,813.88
Class PT1-II-43A
(5)
$ 661,961.34
Class PT1-II-43B
(6)
$ 661,961.34
Class PT1-II-44A
(5)
$ 638,927.88
Class PT1-II-44B
(6)
$ 638,927.88
Class PT1-II-45A
(5)
$ 616,685.82
Class PT1-II-45B
(6)
$ 616,685.82
Class PT1-II-46A
(5)
$ 595,208.61
Class PT1-II-46B
(6)
$ 595,208.61
Class PT1-II-47A
(5)
$ 574,469.83
Class PT1-II-47B
(6)
$ 574,469.83
Class PT1-II-48A
(5)
$ 554,444.51
Class PT1-II-48B
(6)
$ 554,444.51
Class PT1-II-49A
(5)
$ 535,108.65
Class PT1-II-49B
(6)
$ 535,108.65
Class PT1-II-50A
(5)
$ 516,438.70
Class PT1-II-50B
(6)
$ 516,438.70
Class PT1-II-51A
(5)
$ 498,412.17
Class PT1-II-51B
(6)
$ 498,412.17
Class PT1-II-52A
(5)
$ 481,007.10
Class PT1-II-52B
(6)
$ 481,007.10
Class PT1-II-53A
(5)
$ 464,202.36
Class PT1-II-53B
(6)
$
464,202.36
Class PT1-II-54A
(5)
$ 447,977.59
Class PT1-II-54B
(6)
$ 447,977.59
Class PT1-II-55A
(5)
$ 432,312.86
Class PT1-II-55B
(6)
$ 432,312.86
Class PT1-II-56A
(5)
$11,774,868.36
Class PT1-II-56B
(6)
$11,774,868.36
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
9.8000%.
(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) 9.8000%.
(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
9.8000%.
(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) 9.8000%.
(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
Corresponding
Pooling-Tier
Corresponding
Pooling-Tier
Scheduled
REMIC-2 Pooling-Tier
Pooling-Tier
REMIC-1
Crossover
Pooling-Tier Interest
REMIC-2
Initial
REMIC-2 IO
Regular
Distribution
REMIC-2 Interest Rate
Principal Amount
Interest
Interest
Date
---------------- ----------- ----------------
-----------------
------------
--------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-1
(1)
19,190,998.38
N/A
N/A
N/A
Class PT2-I-2A
(2)
7,730,259.94 Class
PT2-I-IO-2
N/A
N/A
Class PT2-I-2B
(3)
7,730,259.94
N/A
N/A
N/A
Class PT2-I-3A
(2)
7,280,023.86 Class
PT2-I-IO-3
N/A
N/A
Class PT2-I-3B
(3)
7,280,023.86
N/A
N/A
N/A
Class PT2-I-4A
(2)
7,066,178.35 Class
PT2-I-IO-4
N/A
N/A
Class PT2-I-4B
(3)
7,066,178.35
N/A
N/A
N/A
Class PT2-I-5A
(2)
6,863,315.68 Class
PT2-I-IO-5
N/A
N/A
Class PT2-I-5B
(3)
6,863,315.68
N/A
N/A
N/A
Class PT2-I-6A
(2)
6,670,421.02 Class
PT2-I-IO-6
N/A
N/A
Class PT2-I-6B (3)
6,670,421.02
N/A
N/A
N/A
Class PT2-I-7A
(2)
6,486,512.84 Class
PT2-I-IO-7
N/A
N/A
Class PT2-I-7B
(3)
6,486,512.84
N/A
N/A
N/A
Class PT2-I-8A
(2)
6,310,623.91 Class
PT2-I-IO-8
N/A
N/A
Class PT2-I-8B
(3)
6,310,623.91
N/A
N/A
N/A
Class PT2-I-9A
(2)
6,141,869.99 Class
PT2-I-IO-9
N/A
N/A
Class PT2-I-9B
(3)
6,141,869.99
N/A
N/A
N/A
Class PT2-I-10A (2)
5,979,384.29 Class
PT2-I-IO-10
N/A
N/A
Class PT2-I-10B (3)
5,979,384.29
N/A
N/A
N/A
Class PT2-I-11A (2)
5,822,343.48 Class
PT2-I-IO-11
N/A
N/A
Class PT2-I-11B (3)
5,822,343.48
N/A
N/A
N/A
Class PT2-I-12A (2)
5,669,970.30 Class
PT2-I-IO-12
N/A
N/A
Class PT2-I-12B (3)
5,669,970.30
N/A
N/A
N/A
Class PT2-I-13A (2)
5,520,917.90 Class
PT2-I-IO-13
N/A
N/A
Class PT2-I-13B (3)
5,520,917.90
N/A
N/A
N/A
Class PT2-I-14A (2)
5,301,932.86 Class
PT2-I-IO-14
N/A
N/A
Class PT2-I-14B (3)
5,301,932.86
N/A
N/A
N/A
Class PT2-I-15A (2)
5,091,102.49 Class
PT2-I-IO-15
N/A
N/A
Class PT2-I-15B (3)
5,091,102.49
N/A
N/A
N/A
Class PT2-I-16A (2)
4,874,882.01
Class
PT2-I-IO-16
N/A
N/A
Class PT2-I-16B (3)
4,874,882.01
N/A
N/A
N/A
Class PT2-I-17A (2)
4,667,912.31 Class
PT2-I-IO-17
N/A
N/A
Class PT2-I-17B (3)
4,667,912.31
N/A
N/A
N/A
Class PT2-I-18A (2)
4,469,794.22 Class
PT2-I-IO-18
N/A
N/A
Class PT2-I-18B (3)
4,469,794.22
N/A
N/A
N/A
Class PT2-I-19A (2)
4,280,146.63 Class
PT2-I-IO-19
N/A
N/A
Class PT2-I-19B (3)
4,280,146.63
N/A
N/A
N/A
Class PT2-I-20A (2)
4,293,623.62 Class
PT2-I-IO-20
N/A
N/A
Class PT2-I-20B (3)
4,293,623.62
N/A
N/A
N/A
Class PT2-I-21A (2)
46,060,088.57 Class
PT2-I-IO-21
N/A
N/A
Class PT2-I-21B (3)
46,060,088.57
N/A
N/A
N/A
Class PT2-I-22A (2)
18,498,839.58
Class
PT2-I-IO-22
N/A
N/A
Class PT2-I-22B (3)
18,498,839.58
N/A
N/A
N/A
Class PT2-I-23A (2)
1,249,195.86 Class
PT2-I-IO-23
N/A
N/A
Class PT2-I-23B (3)
1,249,195.86
N/A
N/A
N/A
Class PT2-I-24A (2)
983,831.46 Class
PT2-I-IO-24
N/A
N/A
Class PT2-I-24B (3)
983,831.46
N/A
N/A
N/A
Class PT2-I-25A (2)
948,506.58 Class
PT2-I-IO-25
N/A
N/A
Class PT2-I-25B (3)
948,506.58
N/A
N/A
N/A
Class PT2-I-26A (2)
914,448.32 Class
PT2-I-IO-26
N/A
N/A
Class PT2-I-26B (3)
914,448.32
N/A
N/A
N/A
Class PT2-I-27A (2)
881,611.74 Class
PT2-I-IO-27
N/A
N/A
Class PT2-I-27B (3)
881,611.74
N/A
N/A
N/A
Class PT2-I-28A (2)
850,142.25 Class
PT2-I-IO-28
N/A
N/A
Class PT2-I-28B (3)
850,142.25
N/A
N/A
N/A
Class PT2-I-29A (2)
819,618.73 Class
PT2-I-IO-29
N/A
N/A
Class PT2-I-29B (3)
819,618.73
N/A
N/A
N/A
Class PT2-I-30A (2)
790,171.15 Class
PT2-I-IO-30
N/A
N/A
Class PT2-I-30B (3)
790,171.15
N/A
N/A
N/A
Class PT2-I-31A (2)
761,779.59 Class
PT2-I-IO-31
N/A
N/A
Class PT2-I-31B (3)
761,779.59
N/A
N/A
N/A
Class PT2-I-32A (2)
1,076,867.23 Class
PT2-I-IO-32
N/A
N/A
Class PT2-I-32B (3)
1,076,867.23
N/A
N/A
N/A
Class PT2-I-33A (2)
2,157,221.23 Class
PT2-I-IO-33
N/A
N/A
Class PT2-I-33B (3)
2,157,221.23
N/A
N/A
N/A
Class PT2-I-34A (2)
725,800.49 Class
PT2-I-IO-34
N/A
N/A
Class PT2-I-34B (3)
725,800.49
N/A
N/A
N/A
Class PT2-I-35A (2)
580,945.86 Class
PT2-I-IO-35
N/A
N/A
Class PT2-I-35B (3)
580,945.86
N/A
N/A
N/A
Class PT2-I-36A (2)
555,436.67 Class
PT2-I-IO-36
N/A
N/A
Class PT2-I-36B (3)
555,436.67
N/A
N/A
N/A
Class PT2-I-37A (2)
536,172.45 Class
PT2-I-IO-37
N/A
N/A
Class PT2-I-37B (3)
536,172.45
N/A
N/A
N/A
Class PT2-I-38A (2)
517,567.69 Class
PT2-I-IO-38
N/A
N/A
Class PT2-I-38B (3)
517,567.69
N/A
N/A
N/A
Class PT2-I-39A (2)
499,600.17 Class
PT2-I-IO-39
N/A
N/A
Class PT2-I-39B (3)
499,600.17
N/A
N/A
N/A
Class PT2-I-40A (2)
482,253.63 Class
PT2-I-IO-40
N/A
N/A
Class PT2-I-40B (3)
482,253.63
N/A
N/A
N/A
Class PT2-I-41A (2)
465,496.85 Class
PT2-I-IO-41
N/A
N/A
Class PT2-I-41B (3)
465,496.85
N/A
N/A
N/A
Class PT2-I-42A (2)
449,314.32 Class
PT2-I-IO-42
N/A
N/A
Class PT2-I-42B (3)
449,314.32
N/A
N/A
N/A
Class PT2-I-43A (2)
433,687.21 Class
PT2-I-IO-43
N/A
N/A
Class PT2-I-43B (3)
433,687.21
N/A
N/A
N/A
Class PT2-I-44A (2)
418,596.72 Class
PT2-I-IO-44
N/A
N/A
Class PT2-I-44B (3)
418,596.72
N/A
N/A
N/A
Class PT2-I-45A (2)
404,024.73 Class
PT2-I-IO-45
N/A
N/A
Class PT2-I-45B (3)
404,024.73
N/A
N/A
N/A
Class PT2-I-46A (2)
389,953.84 Class
PT2-I-IO-46
N/A
N/A
Class PT2-I-46B (3)
389,953.84
N/A
N/A
N/A
Class PT2-I-47A (2)
376,366.72 Class
PT2-I-IO-47
N/A
N/A
Class PT2-I-47B (3)
376,366.72
N/A
N/A
N/A
Class PT2-I-48A (2)
363,247.04 Class
PT2-I-IO-48
N/A
N/A
Class PT2-I-48B (3)
363,247.04
N/A
N/A
N/A
Class PT2-I-49A (2)
350,579.05 Class
PT2-I-IO-49
N/A
N/A
Class PT2-I-49B (3)
350,579.05
N/A
N/A
N/A
Class PT2-I-50A (2)
338,347.35 Class
PT2-I-IO-50
N/A
N/A
Class PT2-I-50B (3)
338,347.35
N/A
N/A
N/A
Class PT2-I-51A (2)
326,537.18 Class
PT2-I-IO-51
N/A
N/A
Class PT2-I-51B (3)
326,537.18
N/A
N/A
N/A
Class PT2-I-52A (2)
315,134.15 Class
PT2-I-IO-52
N/A
N/A
Class PT2-I-52B (3)
315,134.15
N/A
N/A
N/A
Class PT2-I-53A (2)
304,124.44 Class PT2-I-IO-53
N/A
N/A
Class PT2-I-53B (3)
304,124.44
N/A
N/A
N/A
Class PT2-I-54A (2)
293,494.71 Class
PT2-I-IO-54
N/A
N/A
Class PT2-I-54B (3)
293,494.71
N/A
N/A
N/A
Class PT2-I-55A (2)
283,231.89 Class
PT2-I-IO-55
N/A
N/A
Class PT2-I-55B (3)
283,231.89
N/A
N/A
N/A
Class PT2-I-56A (2)
7,714,362.64 Class
PT2-I-IO-56
N/A
N/A
Class PT2-I-56B (3)
7,714,362.64
N/A
N/A
N/A
Class PT2-I-IO-2 (4)
(4)
N/A
Class PT1-I-2A
December 2005
Class PT2-I-IO-3 (4)
(4)
N/A
Class PT1-I-3A
January 2006
Class PT2-I-IO-4 (4)
(4)
N/A
Class PT1-I-4A
February 2006
Class PT2-I-IO-5 (4)
(4)
N/A
Class PT1-I-5A
March 2006
Class PT2-I-IO-6 (4)
(4)
N/A
Class PT1-I-6A
April 2006
Class PT2-I-IO-7 (4)
(4)
N/A
Class PT1-I-7A
May 2006
Class PT2-I-IO-8 (4)
(4)
N/A
Class PT1-I-8A
June 2006
Class PT2-I-IO-9 (4)
(4)
N/A
Class PT1-I-9A
July 2006
Class PT2-I-IO-10 (4)
(4)
N/A
Class PT1-I-10A
August 2006
Class PT2-I-IO-11 (4)
(4)
N/A
Class PT1-I-11A
September 2006
Class PT2-I-IO-12 (4)
(4)
N/A
Class PT1-I-12A
October 2006
Class PT2-I-IO-13 (4)
(4)
N/A
Class PT1-I-13A
November 2006
Class PT2-I-IO-14 (4)
(4)
N/A
Class PT1-I-14A
December 2006
Class PT2-I-IO-15 (4)
(4)
N/A
Class PT1-I-15A
January 2007
Class PT2-I-IO-16 (4)
(4)
N/A
Class PT1-I-16A
February 2007
Class PT2-I-IO-17 (4)
(4)
N/A
Class PT1-I-17A
March 2007
Class PT2-I-IO-18 (4)
(4)
N/A
Class PT1-I-18A
April 2007
Class PT2-I-IO-19 (4)
(4)
N/A
Class PT1-I-19A
May 2007
Class PT2-I-IO-20 (4)
(4)
N/A
Class PT1-I-20A
June 2007
Class PT2-I-IO-21 (4)
(4)
N/A
Class PT1-I-21A
July 2007
Class PT2-I-IO-22 (4)
(4)
N/A
Class PT1-I-22A
August 2007
Class PT2-I-IO-23 (4)
(4)
N/A
Class PT1-I-23A
September 2007
Class PT2-I-IO-24 (4)
(4)
N/A
Class PT1-I-24A
October 2007
Class PT2-I-IO-25 (4)
(4)
N/A
Class PT1-I-25A
November 2007
Class PT2-I-IO-26 (4)
(4)
N/A
Class PT1-I-26A
December 2007
Class PT2-I-IO-27 (4)
(4)
N/A
Class PT1-I-27A
January 2008
Class PT2-I-IO-28 (4)
(4)
N/A
Class PT1-I-28A
February 2008
Class PT2-I-IO-29 (4)
(4)
N/A
Class PT1-I-29A
March 2008
Class PT2-I-IO-30 (4)
(4)
N/A
Class PT1-I-30A
April 2008
Class PT2-I-IO-31 (4)
(4)
N/A
Class PT1-I-31A
May 2008
Class PT2-I-IO-32 (4)
(4)
N/A
Class PT1-I-32A
June 2008
Class PT2-I-IO-33 (4)
(4)
N/A
Class PT1-I-33A
July 2008
Class PT2-I-IO-34 (4)
(4)
N/A
Class PT1-I-34A
August 2008
Class PT2-I-IO-35 (4)
(4)
N/A
Class PT1-I-35A
September 2008
Class PT2-I-IO-36 (4)
(4)
N/A
Class PT1-I-36A
October 2008
Class PT2-I-IO-37 (4)
(4)
N/A
Class PT1-I-37A
November 2008
Class PT2-I-IO-38 (4)
(4)
N/A
Class PT1-I-38A
December 2008
Class PT2-I-IO-39 (4)
(4)
N/A
Class PT1-I-39A
January 2009
Class PT2-I-IO-40 (4)
(4)
N/A
Class PT1-I-40A
February 2009
Class PT2-I-IO-41 (4)
(4)
N/A
Class PT1-I-41A
March 2009
Class PT2-I-IO-42 (4)
(4)
N/A
Class PT1-I-42A
April 2009
Class PT2-I-IO-43 (4)
(4)
N/A
Class PT1-I-43A
May 2009
Class PT2-I-IO-44 (4)
(4)
N/A
Class PT1-I-44A
June 2009
Class PT2-I-IO-45 (4)
(4)
N/A
Class PT1-I-45A
July 2009
Class PT2-I-IO-46 (4)
(4)
N/A
Class PT1-I-46A
August 2009
Class PT2-I-IO-47 (4)
(4)
N/A
Class PT1-I-47A
September 2009
Class PT2-I-IO-48 (4)
(4)
N/A
Class PT1-I-48A
October 2009
Class PT2-I-IO-49 (4)
(4)
N/A
Class PT1-I-49A
November 2009
Class PT2-I-IO-50 (4)
(4)
N/A
Class PT1-I-50A
December 2009
Class PT2-I-IO-51 (4)
(4)
N/A
Class PT1-I-51A
January 2010
Class PT2-I-IO-52 (4)
(4)
N/A
Class PT1-I-52A
February 2010
Class PT2-I-IO-53 (4)
(4)
N/A
Class PT1-I-53A
March 2010
Class PT2-I-IO-54 (4)
(4)
N/A
Class PT1-I-54A
April 2010
Class PT2-I-IO-55 (4)
(4)
N/A
Class PT1-I-55A
May
2010
Class PT2-I-IO-56 (4)
(4)
N/A
Class PT1-I-55B
June 2010
Class PT2-II-1
(5)
29,292,307.12
N/A
N/A
N/A
Class PT2-II-2A (6)
11,799,133.31 Class
PT2-II-IO-2
N/A
N/A
Class PT2-II-2B (7)
11,799,133.31
N/A
N/A
N/A
Class PT2-II-3A (6)
11,111,912.49 Class
PT2-II-IO-3
N/A
N/A
Class PT2-II-3B (7)
11,111,912.49
N/A
N/A
N/A
Class PT2-II-4A (6)
10,785,508.00 Class
PT2-II-IO-4
N/A
N/A
Class PT2-II-4B (7)
10,785,508.00
N/A
N/A
N/A
Class PT2-II-5A (6)
10,475,867.22 Class
PT2-II-IO-5
N/A
N/A
Class PT2-II-5B (7)
10,475,867.22
N/A
N/A
N/A
Class PT2-II-6A (6)
10,181,441.18 Class
PT2-II-IO-6
N/A
N/A
Class PT2-II-6B (7)
10,181,441.18
N/A
N/A
N/A
Class PT2-II-7A (6)
9,900,731.71 Class
PT2-II-IO-7
N/A
N/A
Class PT2-II-7B (7)
9,900,731.71
N/A
N/A
N/A
Class PT2-II-8A (6)
9,632,262.49 Class
PT2-II-IO-8
N/A
N/A
Class PT2-II-8B (7)
9,632,262.49
N/A
N/A
N/A
Class PT2-II-9A (6)
9,374,683.81 Class
PT2-II-IO-9
N/A
N/A
Class PT2-II-9B (7)
9,374,683.81
N/A
N/A
N/A
Class PT2-II-10A (6)
9,126,672.71 Class
PT2-II-IO-10
N/A
N/A
Class PT2-II-10B (7)
9,126,672.71
N/A
N/A
N/A
Class PT2-II-11A (6)
8,886,972.42 Class
PT2-II-IO-11
N/A
N/A
Class PT2-II-11B (7)
8,886,972.42
N/A
N/A
N/A
Class PT2-II-12A (6)
8,654,396.60 Class
PT2-II-IO-12
N/A
N/A
Class PT2-II-12B (7)
8,654,396.60
N/A
N/A
N/A
Class PT2-II-13A (6)
8,426,889.50 Class
PT2-II-IO-13
N/A
N/A
Class PT2-II-13B (7)
8,426,889.50
N/A
N/A
N/A
Class PT2-II-14A (6)
8,092,640.24 Class
PT2-II-IO-14
N/A
N/A
Class PT2-II-14B (7)
8,092,640.24
N/A
N/A
N/A
Class PT2-II-15A (6)
7,770,837.91 Class
PT2-II-IO-15
N/A
N/A
Class PT2-II-15B (7)
7,770,837.91
N/A
N/A
N/A
Class PT2-II-16A (6)
7,440,808.34 Class
PT2-II-IO-16
N/A
N/A
Class PT2-II-16B (7)
7,440,808.34
N/A
N/A
N/A
Class PT2-II-17A (6)
7,124,898.79 Class
PT2-II-IO-17
N/A
N/A
Class PT2-II-17B (7)
7,124,898.79
N/A
N/A
N/A
Class PT2-II-18A (6)
6,822,499.93 Class
PT2-II-IO-18
N/A
N/A
Class PT2-II-18B (7)
6,822,499.93
N/A
N/A
N/A
Class PT2-II-19A (6)
6,533,030.07 Class
PT2-II-IO-19
N/A
N/A
Class PT2-II-19B (7)
6,533,030.07
N/A
N/A
N/A
Class PT2-II-20A (6)
6,553,600.78 Class
PT2-II-IO-20
N/A
N/A
Class PT2-II-20B (7)
6,553,600.78
N/A
N/A
N/A
Class PT2-II-21A (6)
70,304,120.38 Class
PT2-II-IO-21
N/A
N/A
Class PT2-II-21B (7)
70,304,120.38
N/A
N/A
N/A
Class PT2-II-22A (6)
28,235,825.97 Class
PT2-II-IO-22
N/A
N/A
Class PT2-II-22B (7)
28,235,825.97
N/A
N/A
N/A
Class PT2-II-23A (6)
1,906,718.34 Class
PT2-II-IO-23
N/A
N/A
Class PT2-II-23B (7)
1,906,718.34
N/A
N/A
N/A
Class PT2-II-24A (6)
1,501,677.64 Class
PT2-II-IO-24
N/A
N/A
Class PT2-II-24B (7)
1,501,677.64
N/A
N/A
N/A
Class PT2-II-25A (6)
1,447,759.27 Class
PT2-II-IO-25
N/A
N/A
Class PT2-II-25B (7)
1,447,759.27
N/A
N/A
N/A
Class PT2-II-26A (6)
1,395,774.23 Class
PT2-II-IO-26
N/A
N/A
Class PT2-II-26B (7)
1,395,774.23
N/A
N/A
N/A
Class PT2-II-27A (6)
1,345,653.91 Class PT2-II-IO-27
N/A
N/A
Class PT2-II-27B (7)
1,345,653.91
N/A
N/A
N/A
Class PT2-II-28A (6)
1,297,620.25 Class
PT2-II-IO-28
N/A
N/A
Class PT2-II-28B (7)
1,297,620.25
N/A
N/A
N/A
Class PT2-II-29A (6)
1,251,030.47 Class
PT2-II-IO-29
N/A
N/A
Class PT2-II-29B (7)
1,251,030.47
N/A
N/A
N/A
Class PT2-II-30A (6)
1,206,082.95 Class
PT2-II-IO-30
N/A
N/A
Class PT2-II-30B (7)
1,206,082.95
N/A
N/A
N/A
Class PT2-II-31A (6)
1,162,747.31 Class
PT2-II-IO-31
N/A
N/A
Class PT2-II-31B (7)
1,162,747.31
N/A
N/A
N/A
Class PT2-II-32A (6)
1,643,683.42 Class
PT2-II-IO-32
N/A
N/A
Class PT2-II-32B (7)
1,643,683.42
N/A
N/A
N/A
Class PT2-II-33A (6)
3,292,688.87 Class
PT2-II-IO-33
N/A
N/A
Class PT2-II-33B (7)
3,292,688.87
N/A
N/A
N/A
Class PT2-II-34A (6)
1,107,830.36 Class
PT2-II-IO-34
N/A
N/A
Class PT2-II-34B (7)
1,107,830.36
N/A
N/A
N/A
Class PT2-II-35A (6)
886,730.54 Class
PT2-II-IO-35
N/A
N/A
Class PT2-II-35B (7)
886,730.54
N/A
N/A
N/A
Class PT2-II-36A (6)
847,794.43 Class
PT2-II-IO-36
N/A
N/A
Class PT2-II-36B (7)
847,794.43
N/A
N/A
N/A
Class PT2-II-37A (6)
818,390.35 Class
PT2-II-IO-37
N/A
N/A
Class PT2-II-37B (7)
818,390.35
N/A
N/A
N/A
Class PT2-II-38A (6)
789,992.86 Class
PT2-II-IO-38
N/A
N/A
Class PT2-II-38B (7)
789,992.86
N/A
N/A
N/A
Class PT2-II-39A (6)
762,568.03 Class
PT2-II-IO-39
N/A
N/A
Class PT2-II-39B (7)
762,568.03
N/A
N/A
N/A
Class PT2-II-40A (6)
736,091.02 Class
PT2-II-IO-40
N/A
N/A
Class PT2-II-40B (7)
736,091.02
N/A
N/A
N/A
Class PT2-II-41A (6)
710,514.20 Class
PT2-II-IO-41
N/A
N/A
Class PT2-II-41B (7)
710,514.20
N/A
N/A
N/A
Class PT2-II-42A (6)
685,813.88 Class
PT2-II-IO-42
N/A
N/A
Class PT2-II-42B (7)
685,813.88
N/A
N/A
N/A
Class PT2-II-43A (6)
661,961.34 Class
PT2-II-IO-43
N/A
N/A
Class PT2-II-43B (7)
661,961.34
N/A
N/A
N/A
Class PT2-II-44A (6)
638,927.88 Class
PT2-II-IO-44
N/A
N/A
Class PT2-II-44B (7)
638,927.88
N/A
N/A
N/A
Class PT2-II-45A (6)
616,685.82 Class
PT2-II-IO-45
N/A
N/A
Class PT2-II-45B (7)
616,685.82
N/A
N/A
N/A
Class PT2-II-46A (6)
595,208.61 Class
PT2-II-IO-46
N/A
N/A
Class PT2-II-46B (7)
595,208.61
N/A
N/A
N/A
Class PT2-II-47A (6)
574,469.83 Class
PT2-II-IO-47
N/A
N/A
Class PT2-II-47B (7)
574,469.83
N/A
N/A
N/A
Class PT2-II-48A (6)
554,444.51 Class
PT2-II-IO-48
N/A
N/A
Class PT2-II-48B (7)
554,444.51
N/A
N/A
N/A
Class PT2-II-49A (6)
535,108.65 Class
PT2-II-IO-49
N/A
N/A
Class PT2-II-49B (7)
535,108.65
N/A
N/A
N/A
Class PT2-II-50A (6)
516,438.70 Class
PT2-II-IO-50
N/A
N/A
Class PT2-II-50B (7)
516,438.70
N/A
N/A
N/A
Class PT2-II-51A (6)
498,412.17
Class
PT2-II-IO-51
N/A
N/A
Class PT2-II-51B (7)
498,412.17
N/A
N/A
N/A
Class PT2-II-52A (6)
481,007.10 Class
PT2-II-IO-52
N/A
N/A
Class PT2-II-52B (7)
481,007.10
N/A
N/A
N/A
Class PT2-II-53A (6)
464,202.36 Class
PT2-II-IO-53
N/A
N/A
Class PT2-II-53B (7)
464,202.36
N/A
N/A
N/A
Class PT2-II-54A (6)
447,977.59 Class
PT2-II-IO-54
N/A
N/A
Class PT2-II-54B (7)
447,977.59
N/A
N/A
N/A
Class PT2-II-55A (6)
432,312.86 Class
PT2-II-IO-55
N/A
N/A
Class PT2-II-55B (7)
432,312.86
N/A
N/A
N/A
Class PT2-II-56A (6)
11,774,868.36 Class
PT2-II-IO-56
N/A
N/A
Class PT2-II-56B (7)
11,774,868.36
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
October 2006
Class PT2-II-IO-13 (4)
(4)
N/A
Class PT1-II-13A
November 2006
Class PT2-II-IO-14 (4)
(4)
N/A
Class PT1-II-14A
December 2006
Class PT2-II-IO-15 (4)
(4)
N/A
Class PT1-II-15A
January 2007
Class PT2-II-IO-16 (4)
(4)
N/A
Class PT1-II-16A
February 2007
Class PT2-II-IO-17 (4)
(4)
N/A
Class PT1-II-17A
March 2007
Class PT2-II-IO-18 (4)
(4)
N/A
Class PT1-II-18A
April 2007
Class PT2-II-IO-19 (4)
(4)
N/A
Class PT1-II-19A
May 2007
Class PT2-II-IO-20 (4)
(4)
N/A
Class PT1-II-20A
June 2007
Class PT2-II-IO-21 (4)
(4)
N/A
Class PT1-II-21A
July 2007
Class PT2-II-IO-22 (4)
(4)
N/A
Class PT1-II-22A
August 2007
Class PT2-II-IO-23 (4)
(4)
N/A
Class PT1-II-23A
September 2007
Class PT2-II-IO-24 (4)
(4)
N/A
Class PT1-II-24A
October 2007
Class PT2-II-IO-25 (4)
(4)
N/A
Class PT1-II-25A
November 2007
Class PT2-II-IO-26 (4)
(4)
N/A
Class PT1-II-26A
December 2007
Class PT2-II-IO-27 (4)
(4)
N/A
Class PT1-II-27A
January 2008
Class PT2-II-IO-28 (4)
(4)
N/A
Class PT1-II-28A
February 2008
Class PT2-II-IO-29 (4)
(4)
N/A
Class PT1-II-29A
March 2008
Class PT2-II-IO-30 (4)
(4)
N/A
Class PT1-II-30A
April 2008
Class PT2-II-IO-31 (4)
(4)
N/A
Class PT1-II-31A
May 2008
Class PT2-II-IO-32 (4)
(4)
N/A
Class PT1-II-32A
June 2008
Class PT2-II-IO-33 (4)
(4)
N/A
Class PT1-II-33A
July 2008
Class PT2-II-IO-34 (4)
(4)
N/A
Class PT1-II-34A
August 2008
Class PT2-II-IO-35 (4)
(4)
N/A
Class PT1-II-35A
September 2008
Class PT2-II-IO-36 (4)
(4)
N/A
Class PT1-II-36A
October 2008
Class PT2-II-IO-37 (4)
(4)
N/A
Class PT1-II-37A
November 2008
Class PT2-II-IO-38 (4)
(4)
N/A
Class PT1-II-38A
December 2008
Class PT2-II-IO-39 (4)
(4)
N/A
Class PT1-II-39A
January 2009
Class PT2-II-IO-40 (4)
(4)
N/A
Class PT1-II-40A
February 2009
Class PT2-II-IO-41 (4)
(4)
N/A
Class PT1-II-41A
March 2009
Class PT2-II-IO-42 (4)
(4)
N/A
Class PT1-II-42A
April 2009
Class PT2-II-IO-43 (4)
(4)
N/A
Class PT1-II-43A
May 2009
Class PT2-II-IO-44 (4)
(4)
N/A
Class PT1-II-44A
June 2009
Class PT2-II-IO-45 (4)
(4)
N/A
Class PT1-II-45A
July 2009
Class PT2-II-IO-46 (4)
(4)
N/A
Class PT1-II-46A
August 2009
Class PT2-II-IO-47 (4)
(4)
N/A
Class PT1-II-47A
September 2009
Class PT2-II-IO-48 (4)
(4)
N/A
Class PT1-II-48A
October 2009
Class PT2-II-IO-49 (4)
(4)
N/A
Class PT1-II-49A
November 2009
Class PT2-II-IO-50 (4)
(4)
N/A
Class PT1-II-50A
December 2009
Class PT2-II-IO-51 (4)
(4)
N/A
Class PT1-II-51A
January 2010
Class PT2-II-IO-52 (4)
(4)
N/A
Class PT1-II-52A
February 2010
Class PT2-II-IO-53 (4)
(4)
N/A
Class PT1-II-53A
March 2010
Class PT2-II-IO-54 (4)
(4)
N/A
Class PT1-II-54A
April 2010
Class PT2-II-IO-55 (4)
(4)
N/A
Class PT1-II-55A
May 2010
Class PT2-II-IO-56 (4)
(4)
N/A
Class PT1-II-56A
June 2010
Class PT2-R
(8)
(4)
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.
Corresponding
Upper-Tier
Lower-Tier REMIC Lower-Tier
Initial Lower-Tier Principal
REMIC
Regular
Interest
Interest Rate
Amount
Interest
---------------- ----------
---------------------------- -------------
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
N/A
Balance 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
N/A
Principal Balance of Group I
Mortgage Loans(4)
Class LT-Group II
(3)
0.001% aggregate Stated
N/A
Principal Balance of
Group II Mortgage Loans(4)
Class LT-IO
(5) (5)
N/A
Class LT-R
(6) (6)
N/A
------------
(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.
Corresponding
Upper-Tier REMIC
Upper-Tier
Initial Principal
Class of
Interest
Interest Rate Upper-Tier
Amount Certificates
----------------
-------------
-----------------
-------------
Class A-1
(1)
$337,122,000
Class A-1
Class A-2a
(2)
$311,400,000
Class A-2a
Class A-2b
(2)
$112,868,000
Class A-2b
Class A-2c
(2)
$90,300,000
Class A-2c
Class M-1
(3)
$37,709,000
Class M-1
Class M-2
(3)
$35,016,000
Class M-2
Class M-3
(3)
$21,548,000
Class M-3
Class M-4
(3)
$18,315,000
Class M-4
Class M-5
(3)
$16,700,000
Class M-5
Class M-6
(3)
$16,160,000
Class M-6
Class B-1
(3)
$14,008,000
Class B-1
Class B-2
(3)
$12,929,000
Class B-2
Class B-3
(3)
$11,851,000
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 $41,480,776 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)
$337,122,000
Class A-2a
(2)
$311,400,000
Class A-2b
(3)
$112,868,000
Class A-2c
(4)
$90,300,000
Class M-1
(5)
$37,709,000
Class M-2
(5)
$35,016,000
Class M-3
(5)
$21,548,000
Class M-4
(5)
$18,315,000
Class M-5
(5)
$16,700,000
Class M-6
(5)
$16,160,000
Class B-1
(5)
$14,008,000
Class B-2
(5)
$12,929,000
Class B-3
(5)
$11,851,000
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:
Aames: Aames Capital Corporation, a California corporation, and
its successors in interest.
Aames Mortgage Loans: The Mortgage Loans purchased by the
Purchaser
pursuant to the Aames Purchase Agreement
for which Aames is identified as
Originator on the Mortgage Loan
Schedule.
Aames Purchase Agreement: The Second Amended and Restated
Mortgage
Loan Purchase and Warranties Agreement,
dated as of June 1, 2003, as amended by
Amendment No. 1, Amendment No. 2, Amendment
No. 3, Amendment No. 4, Amendment
No. 5 and Amendment No. 6, dated as of
September 29, 2003, November 25, 2003,
December 16, 2003, February 26, 2004, March
30, 2004 and June 28, 2004,
respectively, each by and between Aames and
the Purchaser, a copy of which
(including all such amendments) is attached
hereto as Exhibit S.
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.
Accredited: Accredited Home Lenders, Inc., a California
corporation,
and its successors in interest.
Accredited Mortgage Loans: The Mortgage Loans purchased by the
Purchaser pursuant to the Accredited
Purchase Agreement for which Accredited is
identified as Responsible Party in the
Mortgage Loan Schedule.
Accredited Purchase Agreement: The Third Amended and Restated
Mortgage Loan Purchase and Warranties
Agreement, dated as of February 1, 2004,
as amended by Amendment No. 1, dated as of
April 2, 2004, Amendment No. 2, dated
as of July 2, 2004 and Amendment No. 3,
dated as of February 15, 2005 and the
Fourth Amended and Restated Mortgage Loan
Purchase Agreement, dated as of August
1, 2005 each by and between Accredited and
the Purchaser, a copy of each
(including all such amendments) is attached
hereto as Exhibit R.
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 Custodians 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
Arizona, New York, California, Texas,
Maryland, Minnesota, New Jersey or
Delaware or the Commonwealth of
Pennsylvania, (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) 58.10% 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 $5,387,034.
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) 87.70% 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
$5,387,034.
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) 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
$5,387,034.
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) 92.30% 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
$5,387,034.
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) 65.10%
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 $5,387,034.
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) 71.60% of the aggregate
Stated Principal Balance of the Mortgage
Loans for such Distribution Date and (B)
the excess, if any, of the aggregate
Stated Principal Balance of the Mortgage
Loans for such Distribution Date over
$5,387,034.
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) 75.60% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the
excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans
for such Distribution Date over
$5,387,034.
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
Certificates immediately prior to such
Distribution Date over (ii) the lesser of
(A) 79.00% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the excess,
if any, of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date over
$5,387,034.
Class M-5 Certificates: All Certificates bearing the class
designation of "Class M-5".
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount 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) and (F) the Class
Certificate Balance of the Class M-5
Certificates immediately prior to such
Distribution Date over (ii) the lesser of
(A) 82.10% 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
$5,387,034.
Class M-6 Certificates: All Certificates bearing the class
designation of "Class M-6".
Class M-6 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount 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) and (G) the Class
Certificate Balance of the Class M-6
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
$5,387,034.
Class P Certificates: All Certificates bearing the class
designation
of "Class P".
Class PT1-R Interest: The residual interest in Pooling-Tier
REMIC-1
as described i
