EXHIBIT 4
MORGAN STANLEY CAPITAL I INC.,
Depositor,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Servicer,
NC CAPITAL CORPORATION,
Responsible Party,
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
-----------------------------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2006
-----------------------------------------------------------
MORGAN STANLEY CAPITAL I INC. TRUST 2006-NC2
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-NC2
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01
Conveyance of Mortgage Loans.................................
Section 2.02
Acceptance by the Trustee of the
Mortgage Loans..............................................
Section 2.03
Representations and Warranties;
Remedies for Breaches of
Representations and Warranties with
Respect to the Mortgage Loans...............................
Section 2.04 Execution
and Delivery of Certificates.......................
Section 2.05 REMIC
Matters................................................
Section 2.06
Representations and Warranties of the
Depositor...................................................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer
to Service Mortgage Loans...........................
Section 3.02
Subservicing Agreements between the
Servicer and Subservicers...................................
Section 3.03 Successor
Subservicers.......................................
Section 3.04 Liability
of the Servicer....................................
Section 3.05 No
Contractual Relationship between
Subservicers and the Trustee................................
Section 3.06
Assumption or Termination of
Subservicing Agreements by Trustee..........................
Section 3.07
Collection of Certain Mortgage Loan
Payments....................................................
Section 3.08
Subservicing Accounts........................................
Section 3.09
Collection of Taxes, Assessments and
Similar Items; Escrow Accounts..............................
Section 3.10
Collection Account...........................................
Section 3.11
Withdrawals from the Collection Account......................
Section 3.12
Investment of Funds in the Collection
Account and the Distribution Account........................
Section 3.13
Maintenance of Hazard Insurance and
Errors and Omissions and Fidelity
Coverage....................................................
Section 3.14
Enforcement of "Due-on-Sale" Clauses;
Assumption
Agreements.......................................
Section 3.15
Realization upon Defaulted Mortgage
Loans.......................................................
Section 3.16 Release
of Mortgage Files....................................
Section 3.17 Title,
Conservation and Disposition of
REO Property................................................
Section 3.18
Notification of Adjustments..................................
Section 3.19 Access to
Certain Documentation and
Information Regarding the Mortgage
Loans.......................................................
Section 3.20
Documents, Records and Funds in
Possession of the Servicer to Be Held
for the Trustee.............................................
Section 3.21 Servicing
Compensation.......................................
Section 3.22 Annual
Statement as to Compliance............................
Section 3.23 Annual
Reports on Assessment of
Compliance with Servicing Criteria;
Annual Independent Public Accountants'
Attestation Report..........................................
Section 3.24 Trustee
to Act as Servicer...................................
Section 3.25
Compensating Interest........................................
Section 3.26 Credit
Reporting; Gramm-Leach-Bliley Act.....................
Section 3.27 Transfer
of Servicing for Certain
Mortgage Loans..............................................
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICER
Section 4.01
Advances.....................................................
Section 4.02
Priorities of Distribution...................................
Section 4.03 Monthly
Statements to Certificateholders.....................
Section 4.04 Certain
Matters Relating to the
Determination of LIBOR......................................
Section 4.05
Allocation of Applied Realized Loss
Amounts.....................................................
Section 4.06 Swap
Account.................................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.............................................
Section 5.02
Certificate Register; Registration of
Transfer and Exchange of Certificates.......................
Section 5.03
Mutilated, Destroyed, Lost or Stolen
Certificates................................................
Section 5.04 Persons
Deemed Owners........................................
Section 5.05 Access to
List of Certificateholders'
Names and Addresses.........................................
Section 5.06
Maintenance of Office or Agency..............................
ARTICLE VI
THE DEPOSITOR AND THE SERVICER
Section 6.01
Respective Liabilities of the Depositor
and the Servicer............................................
Section 6.02 Merger or
Consolidation of the
Depositor or the Servicer...................................
Section 6.03
Limitation on Liability of the
Depositor, the Servicer and Others..........................
Section 6.04
Limitation on Resignation of the
Servicer....................................................
Section 6.05
Additional Indemnification by the
Servicer; Third-Party Claims................................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default............................................
Section 7.02 Trustee
to Act; Appointment of Successor.....................
Section 7.03
Notification to Certificateholders...........................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
the Trustee........................................
Section 8.02 Certain
Matters Affecting the Trustee........................
Section 8.03 Trustee
Not Liable for Certificates or
Mortgage Loans..............................................
Section 8.04 Trustee
May Own Certificates.................................
Section 8.05 Trustee's
Fees and Expenses..................................
Section 8.06
Eligibility Requirements for the Trustee.....................
Section 8.07
Resignation and Removal of the Trustee.......................
Section 8.08 Successor
Trustee............................................
Section 8.09 Merger or
Consolidation of the Trustee.......................
Section 8.10
Appointment of Co-Trustee or Separate
Trustee.....................................................
Section 8.11 Tax
Matters..................................................
Section 8.12 Periodic
Filings.............................................
Section 8.13 Tax
Treatment of Upper-Tier
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...................................................
ARTICLE IX
TERMINATION
Section 9.01
Termination upon Liquidation or
Purchase of the Mortgage Loans..............................
Section 9.02 Final
Distribution on the Certificates.......................
Section 9.03
Additional Termination Requirements..........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01
Amendment....................................................
Section 10.02 Recordation of Agreement;
Counterparts.......................
Section 10.03 Governing
Law................................................
Section 10.04 Intention of
Parties.........................................
Section 10.05
Notices......................................................
Section 10.06 Severability of
Provisions...................................
Section 10.07 Assignment;
Sales............................................
Section 10.08 Limitation on Rights of
Certificateholders..........................................
Section 10.09 Inspection and Audit
Rights..................................
Section 10.10 Certificates Nonassessable and Fully
Paid........................................................
Section 10.11 Rule of
Construction.........................................
Section 10.12 Waiver of Jury
Trial.........................................
Section 10.13 Rights of the Swap
Provider..................................
Section 10.14 Regulation AB Compliance; Intent of the
Parties; Reasonableness.....................................
SCHEDULES
Schedule I
Mortgage Loan Schedule
Schedule II
Representations and Warranties of Wells Fargo Bank, National
Association, as Servicer
Schedule III
Representations and Warranties of the Responsible Party as
to the Mortgage Loans
Schedule IV
Representations and Warranties of the Responsible Party as to
the Responsible Party
Schedule V
Representations and Warranties of Morgan Stanley Capital I
Inc. as to the 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
Exhibit F
Form of Document Certification and Exception Report of Trustee
Exhibit G
Form of Residual Transfer Affidavit
Exhibit H
Form of Transferor Certificate
Exhibit I
Form of Rule 144A Letter
Exhibit J
Form of 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 be
provided to Depositor
Exhibit N
Form of Certification of the Servicer to be provided by the
Servicer to Depositor
Exhibit O
Form of Servicer Power of Attorney
Exhibit P
Servicing Criteria
Exhibit Q
Additional Form 10-D Disclosure
Exhibit R
Additional Form 10-K Disclosure
Exhibit S
Form 8-K Disclosure Information
Exhibit T
Interest Rate Swap Agreement
Exhibit U
Purchase Agreement
Exhibit V
Form of Additional Disclosure Notification
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of March 1,
2006,
among MORGAN STANLEY CAPITAL I INC., a Delaware corporation, as
depositor (the
"Depositor"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
banking
association, as servicer ("the Servicer"), NC CAPITAL CORPORATION,
a California
corporation, as responsible party (the "Responsible Party"), 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 Swap
Assets,
(iii) the Excess Reserve Fund Account, and (iv) 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, Class IO 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 regular interest 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 Swap Assets, (iii) the Excess Reserve
Fund
Account, and (iv) the right of the LIBOR Certificates to receive
Upper-Tier
CarryForward Amounts including, but without duplication, Basis Risk
CarryForward
Amounts and the obligation to pay Class IO Shortfalls).
For federal income tax purposes, each Class of LIBOR
Certificates
represents a beneficial ownership of a regular interest in the
Upper-Tier REMIC,
the right to receive Upper-Tier CarryForward Amounts (including,
but without
duplication, Basis Risk CarryForward Amounts), and the obligation
to pay Class
IO Shortfalls, the Class X Certificates represent beneficial
ownership of the
Class X Interest, the Class IO Interest, the Interest Rate Swap
Agreement, the
Swap Account, the Excess Reserve Fund Account and the right to
receive Class IO
Shortfalls, and the Class P Certificates represent beneficial
ownership of the
Prepayment Premiums, which portions of the Trust Fund shall be
treated as a
grantor trust.
Pooling-Tier REMIC-1
Pooling-Tier REMIC-1 shall issue the following interests in
Pooling-Tier REMIC-1, and each such interest, other than the Class
PT1-R
Interest is hereby designated as a regular interest in the
Pooling-Tier REMIC-1.
Pooling-Tier REMIC-1 Interests with an "I" in their designation
shall relate to
Loan Group I and Pooling Tier REMIC-1 Interests with a "II" in
their designation
shall relate to Loan Group II. Pooling-Tier REMIC-1 shall also
issue the Class
PT1-R Interest, which is hereby designated as the sole class of
residual
interest in Pooling-Tier REMIC-1. The Class PT1-R Interest shall be
represented
by the Class R Certificates, shall not have a principal balance and
shall have
no interest rate.
Initial
Pooling-Tier
Pooling-Tier REMIC-1
Pooling-Tier REMIC-1
REMIC-1 Principal
Interest
Interest Rate
Amount
--------------------------------------------------------------------------------
Class PT1-I-1
(1)
$
22,763,942.61
Class PT1-I-2A
(2)
$
10,466,593.54
Class PT1-I-2B
(3)
$
10,466,593.54
Class PT1-I-3A
(2)
$
9,463,216.37
Class PT1-I-3B
(3)
$
9,463,216.37
Class PT1-I-4A
(2)
$
9,152,094.76
Class PT1-I-4B
(3)
$
9,152,094.76
Class PT1-I-5A
(2)
$
8,856,511.80
Class PT1-I-5B
(3)
$
8,856,511.80
Class PT1-I-6A
(2)
$
8,575,250.96
Class PT1-I-6B
(3)
$
8,575,250.96
Class PT1-I-7A
(2)
$ 8,307,136.34
Class PT1-I-7B
(3)
$
8,307,136.34
Class PT1-I-8A
(2)
$
8,051,034.56
Class PT1-I-8B
(3)
$
8,051,034.56
Class PT1-I-9A
(2)
$
7,805,857.07
Class PT1-I-9B
(3)
$
7,805,857.07
Class PT1-I-10A
(2)
$
7,570,319.70
Class PT1-I-10B
(3)
$
7,570,319.70
Class PT1-I-11A
(2)
$
7,343,693.79
Class PT1-I-11B
(3)
$
7,343,693.79
Class PT1-I-12A
(2)
$
7,125,039.22
Class PT1-I-12B
(3)
$
7,125,039.22
Class PT1-I-13A
(2)
$
6,913,247.07
Class PT1-I-13B
(3)
$
6,913,247.07
Class PT1-I-14A
(2)
$
6,675,003.01
Class PT1-I-14B
(3)
$
6,675,003.01
Class PT1-I-15A
(2)
$
6,388,892.39
Class PT1-I-15B
(3)
$
6,388,892.39
Class PT1-I-16A
(2)
$
6,115,122.14
Class PT1-I-16B
(3)
$
6,115,122.14
Class PT1-I-17A
(2)
$
5,853,157.12
Class PT1-I-17B
(3)
$
5,853,157.12
Class PT1-I-18A
(2)
$
5,602,485.87
Class PT1-I-18B
(3)
$
5,602,485.87
Class PT1-I-19A
(2)
$
5,362,618.35
Class PT1-I-19B
(3)
$
5,362,618.35
Class PT1-I-20A
(2)
$
5,133,080.81
Class PT1-I-20B
(3)
$
5,133,080.81
Class PT1-I-21A
(2)
$
6,039,714.25
Class PT1-I-21B
(3)
$
6,039,714.25
Class PT1-I-22A
(2)
$
78,697,589.45
Class PT1-I-22B
(3)
$
78,697,589.45
Class PT1-I-23A
(2)
$
1,203,896.53
Class PT1-I-23B
(3)
$
1,203,896.53
Class PT1-I-24A
(2)
$
1,081,362.64
Class PT1-I-24B
(3)
$
1,081,362.64
Class PT1-I-25A
(2)
$
1,041,990.37
Class PT1-I-25B
(3)
$
1,041,990.37
Class PT1-I-26A
(2)
$
1,004,056.90
Class PT1-I-26B
(3)
$
1,004,056.90
Class PT1-I-27A
(2)
$
967,507.74
Class PT1-I-27B
(3)
$
967,507.74
Class PT1-I-28A
(2)
$
932,297.10
Class PT1-I-28B
(3)
$
932,297.10
Class PT1-I-29A
(2)
$
898,636.92
Class PT1-I-29B
(3)
$
898,636.92
Class PT1-I-30A
(2)
$
865,923.23
Class PT1-I-30B
(3)
$
865,923.23
Class PT1-I-31A
(2)
$
834,403.89
Class PT1-I-31B
(3)
$
834,403.89
Class PT1-I-32A
(2)
$
833,060.03
Class PT1-I-32B
(3)
$
833,060.03
Class PT1-I-33A
(2)
$
906,258.32
Class PT1-I-33B
(3)
$
906,258.32
Class PT1-I-34A
(2)
$
4,286,080.73
Class PT1-I-34B
(3)
$
4,286,080.73
Class PT1-I-35A
(2)
$
554,008.53
Class PT1-I-35B
(3)
$
554,008.53
Class PT1-I-36A
(2)
$
535,221.61
Class PT1-I-36B
(3)
$
535,221.61
Class PT1-I-37A
(2)
$
517,059.64
Class PT1-I-37B
(3)
$
517,059.64
Class PT1-I-38A
(2)
$
499,502.44
Class PT1-I-38B
(3)
$
499,502.44
Class PT1-I-39A
(2)
$
482,530.25
Class PT1-I-39B
(3)
$
482,530.25
Class PT1-I-40A
(2)
$
466,124.51
Class PT1-I-40B
(3)
$
466,124.51
Class PT1-I-41A
(2)
$
450,273.46
Class PT1-I-41B
(3)
$
450,273.46
Class PT1-I-42A
(2)
$
434,943.98
Class PT1-I-42B
(3)
$
434,943.98
Class PT1-I-43A
(2)
$
420,127.02
Class PT1-I-43B
(3)
$
420,127.02
Class PT1-I-44A
(2)
$
405,805.79
Class PT1-I-44B
(3)
$
405,805.79
Class PT1-I-45A
(2)
$
391,964.14
Class PT1-I-45B
(3)
$
391,964.14
Class PT1-I-46A
(2)
$
378,586.48
Class PT1-I-46B
(3)
$
378,586.48
Class PT1-I-47A
(2)
$
365,658.39
Class PT1-I-47B
(3)
$
365,658.39
Class PT1-I-48A
(2)
$ 353,163.03
Class PT1-I-48B
(3)
$
353,163.03
Class PT1-I-49A
(2)
$
341,087.39
Class PT1-I-49B
(3)
$
341,087.39
Class PT1-I-50A
(2)
$
329,417.60
Class PT1-I-50B
(3)
$
329,417.60
Class PT1-I-51A
(2)
$
318,140.36
Class PT1-I-51B
(3)
$
318,140.36
Class PT1-I-52A
(2)
$
307,242.72
Class PT1-I-52B
(3)
$
307,242.72
Class PT1-I-53A
(2)
$
296,712.09
Class PT1-I-53B
(3)
$
296,712.09
Class PT1-I-54A
(2)
$
286,536.47
Class PT1-I-54B
(3)
$
286,536.47
Class PT1-I-55A
(2)
$
276,704.15
Class PT1-I-55B
(3)
$
276,704.15
Class PT1-I-56A
(2)
$
7,665,174.15
Class PT1-I-56B
(3)
$
7,665,174.15
Class PT1-II-1
(4)
$
37,587,369.69
Class PT1-II-2A
(5)
$
17,282,231.26
Class PT1-II-2B
(6)
$
17,282,231.26
Class PT1-II-3A
(5)
$
15,625,474.83
Class PT1-II-3B
(6)
$
15,625,474.83
Class PT1-II-4A
(5)
$
15,111,756.99
Class PT1-II-4B
(6)
$
15,111,756.99
Class PT1-II-5A
(5)
$
14,623,696.30
Class PT1-II-5B
(6)
$
14,623,696.30
Class PT1-II-6A
(5)
$
14,159,283.99
Class PT1-II-6B
(6)
$
14,159,283.99
Class PT1-II-7A
(5)
$
13,716,578.46
Class PT1-II-7B
(6)
$
13,716,578.46
Class PT1-II-8A
(5)
$
13,293,708.29
Class PT1-II-8B
(6)
$
13,293,708.29
Class PT1-II-9A
(5)
$
12,888,876.08
Class PT1-II-9B
(6)
$
12,888,876.08
Class PT1-II-10A
(5)
$
12,499,961.45
Class PT1-II-10B
(6)
$
12,499,961.45
Class PT1-II-11A
(5)
$
12,125,761.26
Class PT1-II-11B
(6)
$
12,125,761.26
Class PT1-II-12A
(5)
$
11,764,723.18
Class PT1-II-12B
(6)
$
11,764,723.18
Class PT1-II-13A
(5)
$
11,415,016.18
Class PT1-II-13B
(6)
$
11,415,016.18
Class PT1-II-14A
(5)
$
11,021,632.34
Class PT1-II-14B
(6)
$
11,021,632.34
Class PT1-II-15A
(5)
$
10,549,212.16
Class PT1-II-15B
(6)
$ 10,549,212.16
Class PT1-II-16A
(5)
$
10,097,168.16
Class PT1-II-16B
(6)
$
10,097,168.16
Class PT1-II-17A
(5)
$
9,664,616.73
Class PT1-II-17B
(6)
$
9,664,616.73
Class PT1-II-18A
(5)
$
9,250,713.33
Class PT1-II-18B
(6)
$
9,250,713.33
Class PT1-II-19A
(5)
$
8,854,648.85
Class PT1-II-19B
(6)
$
8,854,648.85
Class PT1-II-20A
(5)
$
8,475,641.04
Class PT1-II-20B
(6)
$
8,475,641.04
Class PT1-II-21A
(5)
$
9,972,656.15
Class PT1-II-21B
(6)
$
9,972,656.15
Class PT1-II-22A
(5)
$ 129,943,895.85
Class PT1-II-22B
(6)
$ 129,943,895.85
Class PT1-II-23A
(5)
$
1,987,850.02
Class PT1-II-23B
(6)
$
1,987,850.02
Class PT1-II-24A
(5)
$
1,785,524.51
Class PT1-II-24B
(6)
$
1,785,524.51
Class PT1-II-25A
(5)
$
1,720,513.78
Class PT1-II-25B
(6)
$
1,720,513.78
Class PT1-II-26A
(5)
$
1,657,878.80
Class PT1-II-26B
(6)
$
1,657,878.80
Class PT1-II-27A
(5)
$
1,597,529.56
Class PT1-II-27B
(6)
$
1,597,529.56
Class PT1-II-28A
(5)
$
1,539,390.45
Class PT1-II-28B
(6)
$
1,539,390.45
Class PT1-II-29A
(5)
$
1,483,811.43
Class PT1-II-29B
(6)
$
1,483,811.43
Class PT1-II-30A
(5)
$
1,429,795.22
Class PT1-II-30B
(6)
$
1,429,795.22
Class PT1-II-31A
(5)
$
1,377,751.11
Class PT1-II-31B
(6)
$
1,377,751.11
Class PT1-II-32A
(5)
$
1,375,532.17
Class PT1-II-32B
(6)
$
1,375,532.17
Class PT1-II-33A
(5)
$
1,496,395.73
Class PT1-II-33B
(6)
$
1,496,395.73
Class PT1-II-34A
(5)
$
7,077,091.32
Class PT1-II-34B
(6)
$
7,077,091.32
Class PT1-II-35A
(5)
$
914,767.87
Class PT1-II-35B
(6)
$
914,767.87
Class PT1-II-36A
(5)
$
883,747.29
Class PT1-II-36B
(6)
$
883,747.29
Class PT1-II-37A
(5)
$
853,758.61
Class PT1-II-37B
(6)
$
853,758.61
Class PT1-II-38A
(5)
$
824,768.51
Class PT1-II-38B
(6)
$
824,768.51
Class PT1-II-39A
(5)
$
796,744.35
Class PT1-II-39B
(6)
$
796,744.35
Class PT1-II-40A
(5)
$
769,655.54
Class PT1-II-40B
(6)
$
769,655.54
Class PT1-II-41A
(5)
$
743,482.59
Class PT1-II-41B
(6)
$
743,482.59
Class PT1-II-42A
(5)
$
718,170.87
Class PT1-II-42B
(6)
$
718,170.87
Class PT1-II-43A
(5)
$
693,705.38
Class PT1-II-43B
(6)
$
693,705.38
Class PT1-II-44A
(5)
$
670,058.46
Class PT1-II-44B
(6)
$
670,058.46
Class PT1-II-45A
(5)
$
647,203.41
Class PT1-II-45B
(6)
$
647,203.41
Class PT1-II-46A
(5)
$
625,114.47
Class PT1-II-46B
(6)
$
625,114.47
Class PT1-II-47A
(5)
$
603,767.86
Class PT1-II-47B
(6)
$
603,767.86
Class PT1-II-48A
(5)
$
583,135.77
Class PT1-II-48B
(6)
$
583,135.77
Class PT1-II-49A
(5)
$
563,196.71
Class PT1-II-49B
(6)
$
563,196.71
Class PT1-II-50A
(5)
$
543,927.80
Class PT1-II-50B
(6)
$
543,927.80
Class PT1-II-51A
(5)
$
525,307.04
Class PT1-II-51B
(6)
$
525,307.04
Class PT1-II-52A
(5)
$
507,313.08
Class PT1-II-52B
(6)
$
507,313.08
Class PT1-II-53A
(5)
$
489,925.11
Class PT1-II-53B
(6)
$
489,925.11
Class PT1-II-54A
(5)
$
473,123.33
Class PT1-II-54B
(6)
$
473,123.33
Class PT1-II-55A
(5)
$
456,888.40
Class PT1-II-55B
(6)
$
456,888.40
Class PT1-II-56A
(5)
$
7,665,174.15
Class PT1-II-56B
(6)
$ 7,665,174.15
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 10.00%.
(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) 10.00%.
(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 10.00%.
(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) 10.00%.
(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 interests 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 interests is reduced to zero.
Pooling-Tier REMIC-2
Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such interest, other than the Class
PT2-R
Interest, is hereby designated as a regular interest in
Pooling-Tier REMIC-2.
Pooling-Tier REMIC-2 Interests with an "I" in their designation
shall relate to
the Group I Mortgage Loans and Pooling Tier REMIC-2 Interests with
a "II" in
their designation shall relate to the Group II Mortgage Loans. The
Class PT2-R
Interest is hereby designated as the sole class of residual
interest in
Pooling-Tier REMIC-2 and shall be represented by the Class R
Certificates.
<TABLE>
<CAPTION>
Corresponding
Pooling-Tier
Pooling-Tier
Corresponding
Pooling-Tier
Corresponding
Pooling-Tier REMIC-2 REMIC-2
REMIC-2 Initial Pooling-Tier REMIC-2
REMIC-1 Regular
Scheduled
Crossover
Interest
Interest Rate Principal Amount
IO
Interest
Interest
Distribution Date
-------------------- ------------- ----------------
-------------------- ---------------
--------------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-1
(1)
$22,763,942.61
N/A
N/A
N/A
Class PT2-I-2A
(2)
$10,466,593.54 Class
PT2-I-IO-2
N/A
N/A
Class PT2-I-2B
(3)
$10,466,593.54
N/A
N/A
N/A
Class PT2-I-3A
(2)
$9,463,216.37 Class
PT2-I-IO-3
N/A
N/A
Class PT2-I-3B
(3)
$9,463,216.37
N/A
N/A
N/A
Class PT2-I-4A
(2)
$9,152,094.76 Class
PT2-I-IO-4
N/A
N/A
Class PT2-I-4B
(3)
$9,152,094.76
N/A
N/A
N/A
Class PT2-I-5A
(2)
$8,856,511.80 Class
PT2-I-IO-5
N/A
N/A
Class PT2-I-5B
(3)
$8,856,511.80
N/A
N/A
N/A
Class PT2-I-6A
(2)
$8,575,250.96 Class
PT2-I-IO-6
N/A
N/A
Class PT2-I-6B
(3)
$8,575,250.96
N/A
N/A
N/A
Class PT2-I-7A
(2) $8,307,136.34
Class
PT2-I-IO-7
N/A
N/A
Class PT2-I-7B
(3)
$8,307,136.34
N/A
N/A
N/A
Class PT2-I-8A
(2)
$8,051,034.56 Class
PT2-I-IO-8
N/A
N/A
Class PT2-I-8B
(3)
$8,051,034.56
N/A
N/A
N/A
Class PT2-I-9A
(2)
$7,805,857.07 Class
PT2-I-IO-9
N/A
N/A
Class PT2-I-9B
(3)
$7,805,857.07
N/A
N/A
N/A
Class PT2-I-10A
(2)
$7,570,319.70 Class
PT2-I-IO-10
N/A
N/A
Class PT2-I-10B
(3)
$7,570,319.70
N/A
N/A
N/A
Class PT2-I-11A
(2)
$7,343,693.79 Class
PT2-I-IO-11
N/A
N/A
Class PT2-I-11B
(3) $7,343,693.79
N/A
N/A
N/A
Class PT2-I-12A
(2)
$7,125,039.22 Class
PT2-I-IO-12
N/A
N/A
Class PT2-I-12B
(3)
$7,125,039.22
N/A
N/A
N/A
Class PT2-I-13A
(2)
$6,913,247.07 Class
PT2-I-IO-13
N/A
N/A
Class PT2-I-13B
(3)
$6,913,247.07
N/A
N/A
N/A
Class PT2-I-14A
(2)
$6,675,003.01 Class
PT2-I-IO-14
N/A
N/A
Class PT2-I-14B
(3)
$6,675,003.01
N/A
N/A
N/A
Class PT2-I-15A
(2)
$6,388,892.39 Class
PT2-I-IO-15
N/A
N/A
Class PT2-I-15B
(3)
$6,388,892.39
N/A
N/A
N/A
Class PT2-I-16A
(2)
$6,115,122.14 Class
PT2-I-IO-16
N/A
N/A
Class PT2-I-16B
(3)
$6,115,122.14
N/A
N/A
N/A
Class PT2-I-17A
(2)
$5,853,157.12 Class
PT2-I-IO-17
N/A
N/A
Class PT2-I-17B
(3)
$5,853,157.12
N/A
N/A
N/A
Class PT2-I-18A
(2)
$5,602,485.87 Class
PT2-I-IO-18
N/A
N/A
Class PT2-I-18B
(3)
$5,602,485.87
N/A
N/A
N/A
Class PT2-I-19A
(2)
$5,362,618.35 Class
PT2-I-IO-19
N/A
N/A
Class PT2-I-19B
(3)
$5,362,618.35
N/A
N/A
N/A
Class PT2-I-20A
(2)
$5,133,080.81 Class
PT2-I-IO-20
N/A
N/A
Class PT2-I-20B
(3)
$5,133,080.81
N/A
N/A
N/A
Class PT2-I-21A
(2)
$6,039,714.25 Class
PT2-I-IO-21
N/A
N/A
Class PT2-I-21B
(3)
$6,039,714.25
N/A
N/A
N/A
Class PT2-I-22A
(2)
$78,697,589.45 Class
PT2-I-IO-22
N/A
N/A
Class PT2-I-22B
(3)
$78,697,589.45
N/A
N/A
N/A
Class PT2-I-23A
(2)
$1,203,896.53 Class
PT2-I-IO-23
N/A
N/A
Class PT2-I-23B
(3)
$1,203,896.53
N/A
N/A
N/A
Class PT2-I-24A
(2)
$1,081,362.64 Class
PT2-I-IO-24
N/A
N/A
Class PT2-I-24B
(3)
$1,081,362.64
N/A
N/A
N/A
Class PT2-I-25A
(2)
$1,041,990.37 Class
PT2-I-IO-25
N/A
N/A
Class PT2-I-25B
(3)
$1,041,990.37
N/A
N/A
N/A
Class PT2-I-26A
(2)
$1,004,056.90 Class
PT2-I-IO-26
N/A
N/A
Class PT2-I-26B
(3)
$1,004,056.90
N/A
N/A
N/A
Class PT2-I-27A
(2)
$967,507.74 Class
PT2-I-IO-27
N/A
N/A
Class PT2-I-27B
(3)
$967,507.74
N/A
N/A
N/A
Class PT2-I-28A
(2)
$932,297.10 Class
PT2-I-IO-28
N/A
N/A
Class PT2-I-28B
(3)
$932,297.10
N/A
N/A
N/A
Class PT2-I-29A
(2)
$898,636.92 Class
PT2-I-IO-29
N/A
N/A
Class PT2-I-29B
(3)
$898,636.92
N/A
N/A
N/A
Class PT2-I-30A
(2)
$865,923.23 Class
PT2-I-IO-30
N/A
N/A
Class PT2-I-30B
(3)
$865,923.23
N/A
N/A
N/A
Class PT2-I-31A
(2)
$834,403.89 Class
PT2-I-IO-31
N/A
N/A
Class PT2-I-31B
(3)
$834,403.89
N/A
N/A
N/A
Class PT2-I-32A
(2)
$833,060.03 Class
PT2-I-IO-32
N/A
N/A
Class PT2-I-32B
(3)
$833,060.03
N/A
N/A
N/A
Class PT2-I-33A
(2)
$906,258.32 Class
PT2-I-IO-33
N/A
N/A
Class PT2-I-33B
(3)
$906,258.32
N/A
N/A
N/A
Class PT2-I-34A
(2)
$4,286,080.73 Class
PT2-I-IO-34
N/A
N/A
Class PT2-I-34B
(3)
$4,286,080.73
N/A
N/A
N/A
Class PT2-I-35A
(2)
$554,008.53 Class
PT2-I-IO-35
N/A
N/A
Class PT2-I-35B
(3)
$554,008.53
N/A
N/A
N/A
Class PT2-I-36A
(2)
$535,221.61 Class
PT2-I-IO-36
N/A
N/A
Class PT2-I-36B
(3)
$535,221.61
N/A
N/A
N/A
Class PT2-I-37A
(2)
$517,059.64 Class
PT2-I-IO-37
N/A
N/A
Class PT2-I-37B
(3)
$517,059.64
N/A
N/A
N/A
Class PT2-I-38A
(2)
$499,502.44 Class
PT2-I-IO-38
N/A
N/A
Class PT2-I-38B
(3)
$499,502.44
N/A
N/A
N/A
Class PT2-I-39A
(2)
$482,530.25 Class
PT2-I-IO-39
N/A
N/A
Class PT2-I-39B
(3)
$482,530.25
N/A
N/A
N/A
Class PT2-I-40A
(2)
$466,124.51 Class
PT2-I-IO-40
N/A
N/A
Class PT2-I-40B
(3)
$466,124.51
N/A
N/A
N/A
Class PT2-I-41A
(2)
$450,273.46 Class
PT2-I-IO-41
N/A
N/A
Class PT2-I-41B
(3)
$450,273.46
N/A
N/A
N/A
Class PT2-I-42A
(2)
$434,943.98
Class
PT2-I-IO-42
N/A
N/A
Class PT2-I-42B
(3)
$434,943.98
N/A
N/A
N/A
Class PT2-I-43A
(2)
$420,127.02 Class
PT2-I-IO-43
N/A
N/A
Class PT2-I-43B
(3)
$420,127.02
N/A
N/A
N/A
Class PT2-I-44A
(2)
$405,805.79 Class
PT2-I-IO-44
N/A
N/A
Class PT2-I-44B
(3)
$405,805.79
N/A
N/A
N/A
Class PT2-I-45A
(2)
$391,964.14 Class
PT2-I-IO-45
N/A
N/A
Class PT2-I-45B
(3)
$391,964.14
N/A
N/A
N/A
Class PT2-I-46A
(2)
$378,586.48 Class
PT2-I-IO-46
N/A
N/A
Class PT2-I-46B
(3)
$378,586.48
N/A
N/A
N/A
Class PT2-I-47A
(2)
$365,658.39 Class
PT2-I-IO-47
N/A
N/A
Class PT2-I-47B
(3)
$365,658.39
N/A
N/A
N/A
Class PT2-I-48A
(2)
$353,163.03 Class
PT2-I-IO-48
N/A
N/A
Class PT2-I-48B
(3)
$353,163.03
N/A
N/A
N/A
Class PT2-I-49A
(2)
$341,087.39 Class
PT2-I-IO-49
N/A
N/A
Class PT2-I-49B
(3)
$341,087.39
N/A
N/A
N/A
Class PT2-I-50A
(2)
$329,417.60
Class PT2-I-IO-50
N/A
N/A
Class PT2-I-50B
(3)
$329,417.60
N/A
N/A
N/A
Class PT2-I-51A
(2)
$318,140.36 Class
PT2-I-IO-51
N/A
N/A
Class PT2-I-51B
(3)
$318,140.36
N/A
N/A
N/A
Class PT2-I-52A
(2)
$307,242.72 Class
PT2-I-IO-52
N/A
N/A
Class PT2-I-52B
(3)
$307,242.72
N/A
N/A
N/A
Class PT2-I-53A
(2)
$296,712.09 Class
PT2-I-IO-53
N/A
N/A
Class PT2-I-53B
(3)
$296,712.09
N/A
N/A
N/A
Class PT2-I-54A
(2)
$286,536.47 Class
PT2-I-IO-54
N/A
N/A
Class PT2-I-54B
(3)
$286,536.47
N/A
N/A
N/A
Class PT2-I-55A
(2)
$276,704.15 Class
PT2-I-IO-55
N/A
N/A
Class PT2-I-55B
(3)
$276,704.15
N/A
N/A
N/A
Class PT2-I-56A
(2)
$7,665,174.15 Class
PT2-I-IO-56
N/A
N/A
Class PT2-I-56-B
(3)
$7,665,174.15
N/A
N/A
N/A
Class PT2-I-IO-2
(4)
(4)
N/A
Class PT1-I-2A
April 2006
Class PT2-I-IO-3
(4)
(4)
N/A
Class PT1-I-3A
May 2006
Class PT2-I-IO-4
(4)
(4)
N/A
Class PT1-I-4A
June 2006
Class PT2-I-IO-5
(4)
(4)
N/A
Class PT1-I-5A
July 2006
Class PT2-I-IO-6
(4)
(4)
N/A
Class PT1-I-6A
August 2006
Class PT2-I-IO-7
(4)
(4)
N/A
Class PT1-I-7A September
2006
Class PT2-I-IO-8
(4)
(4)
N/A
Class PT1-I-8A
October 2006
Class PT2-I-IO-9
(4)
(4)
N/A
Class PT1-I-9A
November 2006
Class PT2-I-IO-10
(4)
(4)
N/A
Class PT1-I-10A
December 2006
Class PT2-I-IO-11
(4)
(4)
N/A
Class PT1-I-11A
January 2007
Class PT2-I-IO-12
(4)
(4)
N/A
Class PT1-I-12A
February 2007
Class PT2-I-IO-13
(4)
(4)
N/A
Class PT1-I-13A
March 2007
Class PT2-I-IO-14
(4)
(4)
N/A
Class PT1-I-14A
April 2007
Class PT2-I-IO-15
(4)
(4)
N/A
Class PT1-I-15A
May 2007
Class PT2-I-IO-16
(4)
(4)
N/A
Class PT1-I-16A
June 2007
Class PT2-I-IO-17
(4)
(4)
N/A
Class PT1-I-17A
July 2007
Class PT2-I-IO-18
(4)
(4)
N/A
Class PT1-I-18A
August 2007
Class PT2-I-IO-19
(4)
(4)
N/A
Class PT1-I-19A September
2007
Class PT2-I-IO-20
(4)
(4)
N/A
Class PT1-I-20A
October 2007
Class PT2-I-IO-21
(4)
(4)
N/A
Class PT1-I-21A
November 2007
Class PT2-I-IO-22
(4)
(4)
N/A
Class PT1-I-22A
December 2007
Class PT2-I-IO-23
(4)
(4)
N/A
Class PT1-I-23A
January 2008
Class PT2-I-IO-24
(4)
(4)
N/A
Class PT1-I-24A
February 2008
Class PT2-I-IO-25
(4)
(4)
N/A
Class PT1-I-25A
March 2008
Class PT2-I-IO-26
(4)
(4)
N/A
Class PT1-I-26A
April 2008
Class PT2-I-IO-27
(4)
(4)
N/A
Class PT1-I-27A
May 2008
Class PT2-I-IO-28
(4)
(4)
N/A
Class PT1-I-28A
June 2008
Class PT2-I-IO-29
(4)
(4)
N/A
Class PT1-I-29A
July 2008
Class PT2-I-IO-30
(4)
(4)
N/A
Class PT1-I-30A
August 2008
Class PT2-I-IO-31
(4)
(4)
N/A
Class PT1-I-31A September
2008
Class PT2-I-IO-32
(4)
(4)
N/A
Class PT1-I-32A
October 2008
Class PT2-I-IO-33
(4)
(4)
N/A
Class PT1-I-33A
November 2008
Class PT2-I-IO-34
(4)
(4)
N/A
Class PT1-I-34A
December
2008
Class PT2-I-IO-35
(4)
(4)
N/A
Class PT1-I-35A
January 2009
Class PT2-I-IO-36
(4)
(4)
N/A
Class PT1-I-36A
February 2009
Class PT2-I-IO-37
(4)
(4)
N/A
Class PT1-I-37A
March 2009
Class PT2-I-IO-38
(4)
(4)
N/A
Class PT1-I-38A
April 2009
Class PT2-I-IO-39
(4)
(4)
N/A
Class PT1-I-39A
May 2009
Class PT2-I-IO-40
(4)
(4)
N/A
Class PT1-I-40A
June 2009
Class PT2-I-IO-41
(4)
(4)
N/A
Class PT1-I-41A
July 2009
Class PT2-I-IO-42
(4)
(4)
N/A
Class PT1-I-42A
August 2009
Class PT2-I-IO-43
(4)
(4)
N/A
Class PT1-I-43A September
2009
Class PT2-I-IO-44
(4)
(4)
N/A
Class PT1-I-44A
October 2009
Class PT2-I-IO-45
(4)
(4)
N/A
Class PT1-I-45A
November 2009
Class PT2-I-IO-46
(4)
(4)
N/A
Class PT1-I-46A
December 2009
Class PT2-I-IO-47
(4)
(4)
N/A
Class PT1-I-47A
January 2010
Class PT2-I-IO-48
(4)
(4)
N/A
Class PT1-I-48A
February 2010
Class PT2-I-IO-49
(4)
(4)
N/A
Class PT1-I-49A
March 2010
Class PT2-I-IO-50
(4)
(4)
N/A
Class PT1-I-50A
April 2010
Class PT2-I-IO-51
(4)
(4)
N/A
Class PT1-I-51A
May 2010
Class PT2-I-IO-52
(4)
(4)
N/A
Class PT1-I-52A
June 2010
Class PT2-I-IO-53
(4)
(4)
N/A
Class PT1-I-53A
July 2010
Class PT2-I-IO-54
(4)
(4)
N/A
Class PT1-I-54A
August 2010
Class PT2-I-IO-55
(4)
(4)
N/A
Class PT1-I-55A September
2010
Class PT2-I-IO-56
(4)
(4)
N/A
Class PT1-I-56A
October 2010
Class PT2-II-1
(5)
$37,587,369.69
N/A
N/A
N/A
Class PT2-II-2A
(6)
$17,282,231.26 Class
PT2-II-IO-2
N/A
N/A
Class PT2-II-2B
(7)
$17,282,231.26
N/A
N/A
N/A
Class PT2-II-3A
(6)
$15,625,474.83 Class
PT2-II-IO-3
N/A
N/A
Class PT2-II-3B
(7) $15,625,474.83
N/A
N/A
N/A
Class PT2-II-4A
(6)
$15,111,756.99 Class
PT2-II-IO-4
N/A
N/A
Class PT2-II-4B
(7)
$15,111,756.99
N/A
N/A
N/A
Class PT2-II-5A
(6)
$14,623,696.30 Class
PT2-II-IO-5
N/A
N/A
Class PT2-II-5B
(7)
$14,623,696.30
N/A
N/A
N/A
Class PT2-II-6A
(6)
$14,159,283.99 Class
PT2-II-IO-6
N/A
N/A
Class PT2-II-6B
(7)
$14,159,283.99
N/A
N/A
N/A
Class PT2-II-7A
(6)
$13,716,578.46 Class
PT2-II-IO-7
N/A
N/A
Class PT2-II-7B
(7)
$13,716,578.46
N/A
N/A
N/A
Class PT2-II-8A
(6) $13,293,708.29 Class
PT2-II-IO-8
N/A
N/A
Class PT2-II-8B
(7)
$13,293,708.29
N/A
N/A
N/A
Class PT2-II-9A
(6)
$12,888,876.08 Class
PT2-II-IO-9
N/A
N/A
Class PT2-II-9B
(7)
$12,888,876.08
N/A
N/A
N/A
Class PT2-II-10A
(6)
$12,499,961.45 Class
PT2-II-IO-10
N/A
N/A
Class PT2-II-10B
(7)
$12,499,961.45
N/A
N/A
N/A
Class PT2-II-11A
(6)
$12,125,761.26 Class
PT2-II-IO-11
N/A
N/A
Class PT2-II-11B
(7)
$12,125,761.26
N/A
N/A
N/A
Class PT2-II-12A
(6)
$11,764,723.18 Class
PT2-II-IO-12
N/A
N/A
Class PT2-II-12B
(7)
$11,764,723.18
N/A
N/A
N/A
Class PT2-II-13A
(6)
$11,415,016.18 Class
PT2-II-IO-13
N/A
N/A
Class PT2-II-13B
(7)
$11,415,016.18
N/A
N/A
N/A
Class PT2-II-14A
(6)
$11,021,632.34 Class
PT2-II-IO-14
N/A
N/A
Class PT2-II-14B
(7)
$11,021,632.34
N/A
N/A
N/A
Class PT2-II-15A
(6)
$10,549,212.16 Class
PT2-II-IO-15
N/A
N/A
Class PT2-II-15B
(7)
$10,549,212.16
N/A
N/A
N/A
Class PT2-II-16A
(6)
$10,097,168.16 Class
PT2-II-IO-16
N/A
N/A
Class PT2-II-16B
(7)
$10,097,168.16
N/A
N/A
N/A
Class PT2-II-17A
(6)
$9,664,616.73 Class
PT2-II-IO-17
N/A
N/A
Class PT2-II-17B
(7)
$9,664,616.73
N/A
N/A
N/A
Class PT2-II-18A
(6)
$9,250,713.33 Class
PT2-II-IO-18
N/A
N/A
Class PT2-II-18B
(7)
$9,250,713.33
N/A
N/A
N/A
Class PT2-II-19A
(6)
$8,854,648.85 Class
PT2-II-IO-19
N/A
N/A
Class PT2-II-19B
(7)
$8,854,648.85
N/A
N/A
N/A
Class PT2-II-20A
(6)
$8,475,641.04 Class
PT2-II-IO-20
N/A
N/A
Class PT2-II-20B
(7)
$8,475,641.04
N/A
N/A
N/A
Class PT2-II-21A
(6)
$9,972,656.15 Class
PT2-II-IO-21
N/A
N/A
Class PT2-II-21B
(7)
$9,972,656.15
N/A
N/A
N/A
Class PT2-II-22A
(6)
$129,943,895.85 Class
PT2-II-IO-22
N/A
N/A
Class PT2-II-22B
(7)
$129,943,895.85
N/A
N/A
N/A
Class PT2-II-23A
(6)
$1,987,850.02 Class
PT2-II-IO-23
N/A
N/A
Class PT2-II-23B
(7)
$1,987,850.02
N/A
N/A
N/A
Class PT2-II-24A
(6)
$1,785,524.51 Class
PT2-II-IO-24
N/A
N/A
Class PT2-II-24B
(7)
$1,785,524.51
N/A
N/A
N/A
Class PT2-II-25A
(6)
$1,720,513.78 Class
PT2-II-IO-25
N/A
N/A
Class PT2-II-25B
(7)
$1,720,513.78
N/A
N/A
N/A
Class PT2-II-26A
(6)
$1,657,878.80 Class
PT2-II-IO-26
N/A
N/A
Class PT2-II-26B
(7)
$1,657,878.80
N/A
N/A
N/A
Class PT2-II-27A
(6)
$1,597,529.56 Class
PT2-II-IO-27
N/A
N/A
Class PT2-II-27B
(7)
$1,597,529.56
N/A
N/A
N/A
Class PT2-II-28A
(6)
$1,539,390.45 Class
PT2-II-IO-28
N/A
N/A
Class PT2-II-28B
(7)
$1,539,390.45
N/A
N/A
N/A
Class PT2-II-29A
(6)
$1,483,811.43 Class
PT2-II-IO-29
N/A
N/A
Class PT2-II-29B
(7)
$1,483,811.43
N/A
N/A
N/A
Class PT2-II-30A
(6)
$1,429,795.22 Class
PT2-II-IO-30
N/A
N/A
Class PT2-II-30B
(7)
$1,429,795.22
N/A
N/A
N/A
Class PT2-II-31A
(6)
$1,377,751.11 Class
PT2-II-IO-31
N/A
N/A
Class PT2-II-31B
(7)
$1,377,751.11
N/A
N/A
N/A
Class PT2-II-32A
(6)
$1,375,532.17 Class
PT2-II-IO-32
N/A
N/A
Class PT2-II-32B
(7)
$1,375,532.17
N/A
N/A
N/A
Class PT2-II-33A
(6)
$1,496,395.73 Class
PT2-II-IO-33
N/A
N/A
Class PT2-II-33B
(7)
$1,496,395.73
N/A
N/A
N/A
Class PT2-II-34A
(6)
$7,077,091.32 Class
PT2-II-IO-34
N/A
N/A
Class PT2-II-34B
(7)
$7,077,091.32
N/A
N/A
N/A
Class PT2-II-35A
(6)
$914,767.87 Class
PT2-II-IO-35 N/A
N/A
Class PT2-II-35B
(7)
$914,767.87
N/A
N/A
N/A
Class PT2-II-36A
(6)
$883,747.29 Class
PT2-II-IO-36
N/A
N/A
Class PT2-II-36B
(7)
$883,747.29
N/A
N/A
N/A
Class PT2-II-37A
(6)
$853,758.61 Class
PT2-II-IO-37
N/A
N/A
Class PT2-II-37B
(7)
$853,758.61
N/A
N/A
N/A
Class PT2-II-38A
(6)
$824,768.51 Class
PT2-II-IO-38
N/A
N/A
Class PT2-II-38B
(7)
$824,768.51
N/A
N/A
N/A
Class PT2-II-39A
(6)
$796,744.35 Class
PT2-II-IO-39
N/A
N/A
Class PT2-II-39B
(7)
$796,744.35
N/A
N/A
N/A
Class PT2-II-40A
(6)
$769,655.54 Class
PT2-II-IO-40
N/A
N/A
Class PT2-II-40B
(7)
$769,655.54
N/A
N/A
N/A
Class PT2-II-41A
(6)
$743,482.59 Class
PT2-II-IO-41
N/A
N/A
Class PT2-II-41B
(7)
$743,482.59
N/A
N/A
N/A
Class PT2-II-42A
(6)
$718,170.87 Class
PT2-II-IO-42
N/A
N/A
Class PT2-II-42B
(7)
$718,170.87
N/A
N/A
N/A
Class PT2-II-43A
(6)
$693,705.38 Class
PT2-II-IO-43
N/A
N/A
Class PT2-II-43B
(7)
$693,705.38
N/A
N/A
N/A
Class PT2-II-44A
(6)
$670,058.46 Class
PT2-II-IO-44
N/A
N/A
Class PT2-II-44B
(7)
$670,058.46
N/A
N/A
N/A
Class PT2-II-45A
(6)
$647,203.41 Class
PT2-II-IO-45
N/A
N/A
Class PT2-II-45B
(7)
$647,203.41
N/A
N/A
N/A
Class PT2-II-46A
(6)
$625,114.47 Class
PT2-II-IO-46
N/A
N/A
Class PT2-II-46B
(7)
$625,114.47
N/A
N/A
N/A
Class PT2-II-47A
(6)
$603,767.86 Class
PT2-II-IO-47
N/A
N/A
Class PT2-II-47B
(7)
$603,767.86
N/A
N/A
N/A
Class PT2-II-48A
(6)
$583,135.77 Class
PT2-II-IO-48
N/A
N/A
Class PT2-II-48B
(7)
$583,135.77
N/A
N/A
N/A
Class PT2-II-49A
(6)
$563,196.71 Class
PT2-II-IO-49
N/A
N/A
Class PT2-II-49B
(7)
$563,196.71
N/A
N/A
N/A
Class PT2-II-50A
(6)
$543,927.80 Class
PT2-II-IO-50
N/A
N/A
Class PT2-II-50B
(7)
$543,927.80
N/A
N/A
N/A
Class PT2-II-51A
(6)
$525,307.04 Class
PT2-II-IO-51
N/A
N/A
Class PT2-II-51B
(7)
$525,307.04
N/A
N/A
N/A
Class PT2-II-52A
(6)
$507,313.08 Class
PT2-II-IO-52
N/A
N/A
Class PT2-II-52B
(7)
$507,313.08
N/A
N/A
N/A
Class PT2-II-53A
(6)
$489,925.11 Class
PT2-II-IO-53
N/A
N/A
Class PT2-II-53B
(7)
$489,925.11
N/A
N/A
N/A
Class PT2-II-54A
(6)
$473,123.33 Class
PT2-II-IO-54
N/A
N/A
Class PT2-II-54B
(7)
$473,123.33
N/A
N/A
N/A
Class PT2-II-55A
(6)
$456,888.40 Class
PT2-II-IO-55
N/A
N/A
Class PT2-II-55B
(7)
$456,888.40
N/A
N/A
N/A
Class PT2-II-56A
(6)
$12,656,583.25 Class
PT2-II-IO-56
N/A
N/A
Class PT2-II-56B
(7)
$12,656,583.25
N/A
N/A
N/A
Class PT2-II-IO-2
(4)
(4)
N/A
Class PT1-II-2A
April 2006
Class PT2-II-IO-3
(4)
(4)
N/A
Class PT1-II-3A
May 2006
Class PT2-II-IO-4
(4)
(4)
N/A
Class PT1-II-4A
June 2006
Class PT2-II-IO-5
(4)
(4)
N/A
Class PT1-II-5A
July 2006
Class PT2-II-IO-6
(4)
(4)
N/A
Class PT1-II-6A
August 2006
Class PT2-II-IO-7
(4)
(4)
N/A
Class PT1-II-7A September
2006
Class PT2-II-IO-8
(4)
(4)
N/A
Class PT1-II-8A
October 2006
Class PT2-II-IO-9
(4)
(4)
N/A
Class PT1-II-9A
November 2006
Class PT2-II-IO-10
(4)
(4)
N/A
Class PT1-II-10A December
2006
Class PT2-II-IO-11
(4)
(4)
N/A
Class PT1-II-11A January
2007
Class PT2-II-IO-12
(4)
(4)
N/A
Class PT1-II-12A February
2007
Class PT2-II-IO-13
(4)
(4)
N/A
Class PT1-II-13A
March 2007
Class PT2-II-IO-14
(4)
(4)
N/A
Class PT1-II-14A
April 2007
Class PT2-II-IO-15
(4)
(4)
N/A
Class PT1-II-15A
May 2007
Class PT2-II-IO-16
(4)
(4)
N/A
Class PT1-II-16A
June 2007
Class PT2-II-IO-17
(4)
(4)
N/A
Class PT1-II-17A
July 2007
Class PT2-II-IO-18
(4)
(4)
N/A
Class PT1-II-18A
August 2007
Class PT2-II-IO-19
(4)
(4)
N/A
Class PT1-II-19A September
2007
Class PT2-II-IO-20
(4)
(4)
N/A
Class PT1-II-20A October
2007
Class PT2-II-IO-21
(4)
(4)
N/A
Class PT1-II-21A November
2007
Class PT2-II-IO-22
(4)
(4)
N/A
Class PT1-II-22A December
2007
Class PT2-II-IO-23
(4)
(4)
N/A
Class PT1-II-23A
January
2008
Class PT2-II-IO-24
(4)
(4)
N/A
Class PT1-II-24A February
2008
Class PT2-II-IO-25
(4)
(4)
N/A
Class PT1-II-25A March 2008
Class PT2-II-IO-26
(4)
(4)
N/A
Class PT1-II-26A
April 2008
Class PT2-II-IO-27
(4)
(4)
N/A
Class PT1-II-27A
May 2008
Class PT2-II-IO-28
(4)
(4)
N/A
Class PT1-II-28A
June 2008
Class PT2-II-IO-29
(4)
(4)
N/A
Class PT1-II-29A
July 2008
Class PT2-II-IO-30
(4)
(4)
N/A
Class PT1-II-30A
August 2008
Class PT2-II-IO-31
(4)
(4)
N/A
Class PT1-II-31A September
2008
Class PT2-II-IO-32
(4)
(4)
N/A
Class PT1-II-32A October
2008
Class PT2-II-IO-33
(4)
(4)
N/A
Class PT1-II-33A November
2008
Class PT2-II-IO-34
(4)
(4)
N/A
Class
PT1-II-34A December
2008
Class PT2-II-IO-35
(4)
(4)
N/A
Class PT1-II-35A January
2009
Class PT2-II-IO-36
(4)
(4)
N/A
Class PT1-II-36A February
2009
Class PT2-II-IO-37
(4)
(4)
N/A
Class PT1-II-37A
March 2009
Class PT2-II-IO-38
(4)
(4)
N/A
Class PT1-II-38A
April 2009
Class PT2-II-IO-39
(4)
(4)
N/A
Class PT1-II-39A
May 2009
Class PT2-II-IO-40
(4)
(4)
N/A
Class PT1-II-40A
June 2009
Class PT2-II-IO-41
(4)
(4)
N/A
Class PT1-II-41A
July 2009
Class PT2-II-IO-42
(4)
(4)
N/A
Class PT1-II-42A
August 2009
Class PT2-II-IO-43
(4)
(4)
N/A
Class PT1-II-43A September
2009
Class PT2-II-IO-44
(4)
(4)
N/A
Class PT1-II-44A October
2009
Class PT2-II-IO-45
(4)
(4)
N/A
Class PT1-II-45A November
2009
Class PT2-II-IO-46
(4)
(4)
N/A
Class PT1-II-46A December
2009
Class PT2-II-IO-47
(4)
(4)
N/A
Class PT1-II-47A January
2010
Class PT2-II-IO-48
(4)
(4)
N/A
Class PT1-II-48A February
2010
Class PT2-II-IO-49
(4)
(4)
N/A
Class PT1-II-49A
March 2010
Class PT2-II-IO-50
(4)
(4)
N/A
Class PT1-II-50A
April 2010
Class PT2-II-IO-51
(4)
(4)
N/A
Class PT1-II-51A
May 2010
Class PT2-II-IO-52
(4)
(4)
N/A
Class PT1-II-52A
June 2010
Class PT2-II-IO-53
(4)
(4)
N/A
Class PT1-II-53A
July 2010
Class PT2-II-IO-54
(4)
(4)
N/A
Class PT1-II-54A
August 2010
Class PT2-II-IO-55
(4)
(4)
N/A
Class PT1-II-55A September
2010
Class PT2-II-IO-56
(4)
(4)
N/A
Class PT1-II-56A October
2010
Class PT2-R
(8)
(8)
N/A
N/A
N/A
</TABLE>
------------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group I WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group I and having an "A" in
their
class designation, provided that, on each Distribution Date on
which
interest
is distributable on the Corresponding Pooling-Tier REMIC-2 IO
Interest,
this Pooling-Tier REMIC-2 Regular Interest shall bear interest
at a per
annum rate equal to Swap LIBOR subject to a maximum rate equal
to
the
weighted average of the Pooling-Tier REMIC-1 Interest Rates on
the
Pooling-Tier REMIC-1 Regular Interests relating to Loan Group I and
having
an "A" in
their class designation.
(3) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group I and having a "B" in
their
class designation.
(4) Each
Pooling-Tier REMIC-2 IO is an interest-only interest and does
not
have a
principal balance but has a notional balance ("Pooling-Tier
REMIC-2
IO
Notional Balance") equal to the Pooling-Tier REMIC-2 Principal
Amount
of the
Corresponding Pooling-Tier REMIC-1 Regular Interest. From the
Closing
Date through and including the Corresponding Actual Crossover
Distribution Date, each Pooling-Tier REMIC-2 IO Interest shall be
entitled
to receive
interest that accrues on the Corresponding Pooling-Tier REMIC-1
Regular
Interest at a rate equal to the excess, if any, of (i) the
Pooling-Tier REMIC-1 Interest Rate for the Corresponding
Pooling-Tier
REMIC-1
Regular Interest over (ii) Swap LIBOR. After the Corresponding
Actual
Crossover Distribution Date, the Pooling-Tier REMIC-2 IO
Interest
shall not
accrue interest.
(5) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group II WAC Rate.
(6) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to the Group II Mortgage Loans and
having an
"A" in their class designation, provided that, on each
Distribution Date on which interest is distributable on the
Corresponding
Pooling-Tier REMIC-2 IO Interest, this Pooling-Tier REMIC-2
Regular
Interest
shall bear interest at a per annum rate equal to Swap LIBOR
subject to
a maximum rate equal to the weighted average of the
Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier REMIC-1
Regular
Interests
relating to Loan Group II and having an "A" in their class
designation.
(7) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group II and having a "B" in
their
class designation.
(8) The Class
PT2-R Interest shall not have a principal balance and shall not
bear
interest.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans from the related Loan Group for such
Distribution Date shall
be distributed to the Pooling-Tier REMIC-2 Regular Interests at the
Pooling-Tier
REMIC-2 Interest Rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group I Mortgage Loans
shall be
allocated to the then outstanding Pooling-Tier REMIC-2 Regular
Interests (other
than the Pooling-Tier REMIC-2 IO Interests) relating to the Group I
Mortgage
Loans with the lowest numerical denomination until the Pooling-Tier
REMIC-2
Principal Amount of such interest is reduced to zero, provided
that, for
Pooling-Tier REMIC-2 Regular Interests relating to the Group I
Mortgage Loans
with the same numerical denomination, such Realized Losses,
Subsequent
Recoveries and payments of principal shall be allocated pro rata
between such
Pooling-Tier REMIC-2 Regular Interests, until the Pooling-Tier
REMIC-2 Principal
Amount of such interests 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 interests 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-A-2d
(1) 1/2
initial Class Certificate
A-2d
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-A-2d, Class LT-M-1, Class LT-M-2,
Class LT-M-3,
Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class
LT-B-2 and Class
LT-B-3 Interests are hereby designated the LT-Accretion Directed
Classes (the
"LT-Accretion Directed Classes").
On each Distribution Date, 50% of the increase in the
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)
$430,640,000
Class A-1
Class A-2a
(2)
$352,800,000
Class A-2a
Class A-2b
(2)
$102,230,000
Class A-2b
Class A-2c
(2)
$156,030,000
Class A-2c
Class A-2d
(2)
$100,004,000
Class A-2d
Class M-1
(3)
$53,961,000
Class M-1
Class M-2
(3)
$41,181,000
Class M-2
Class M-3
(3)
$24,851,000
Class M-3
Class M-4
(3)
$22,010,000
Class M-4
Class M-5
(3)
$22,010,000
Class M-5
Class M-6
(3)
$19,880,000
Class M-6
Class B-1
(3)
$19,880,000
Class B-1
Class B-2
(3)
$15,620,000
Class B-2
Class B-3
(3)
$14,200,000
Class B-3
Class IO
(4)
(2)
N/A
Class X
(5)
(3)
Class X
Class UT-R
(6)
(6)
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 $44,733,872 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
Class Certificate
Class Designation Pass-Through Rate
Balance
-----------------------------------------------------------
Class A-1
(1)
$430,640,000
Class A-2a
(2)
$352,800,000
Class A-2b
(3)
$102,230,000
Class A-2c
(4)
$156,030,000
Class A-2d
(5)
$100,004,000
Class M-1
(6)
$ 53,961,000
Class M-2
(6)
$ 41,181,000
Class M-3
(6)
$ 24,851,000
Class M-4
(6)
$ 22,010,000
Class M-5
(6)
$ 22,010,000
Class M-6
(6)
$ 19,880,000
Class B-1
(6)
$ 19,880,000
Class B-2
(6)
$ 15,620,000
Class B-3
(6)
$ 14,200,000
Class X
(7)
$
0(7)
Class R
(8)
$
0(8)
------------
(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
A-2d 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.
(6) 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.
(7) 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, Swap Termination Payments, Basis Risk CarryForward
Amounts
and, without duplication, Upper-Tier 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 LIBOR Certificates. Such rights of the Class X
Certificateholders and LIBOR Certificateholders shall be treated as
held
in a
portion of the Trust Fund that is treated as a grantor trust
under
subpart E,
Part I of subchapter J of the Code.
(8) The Class
UT-R Interest does not have an interest rate or a principal
balance.
(9) 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 and, without
duplication, Upper-Tier 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 LIBOR Certificates on any such Distribution Date
in
excess of
the amount distributable on their Corresponding Class of
Upper-Tier
Regular Interest on such Distribution Date shall be treated as
having been paid
from the Excess Reserve Fund Account or the 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 LIBOR 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,
Class A-2c
and Class A-2d.
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.
Non-Delay Certificates....... Class A, Class X and Subordinated
Certificates.
Offered Certificates......... All Classes of Certificates other
than the
Private Certificates.
Physical Certificates........ Class P, Class X and Class R
Certificates.
Private Certificates......... Class P, Class X and Class R
Certificates.
Rating Agencies.............. Moody's, Fitch 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.
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires, shall have the following
meanings:
Accepted Servicing Practices: With respect to any Mortgage
Loan,
those mortgage servicing practices set forth in Section 3.01(a) of
this
Agreement.
Account: Any of the Collection Account, the Distribution
Account,
any Escrow Account, the Excess Reserve Fund Account or the Swap
Account. Each
Account shall be an Eligible Account.
Accrued Certificate Interest Distribution Amount: With respect
to
any Distribution Date for each Class of Offered 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.
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.
Analytics Company: Intex Solutions, Inc., or any other bond
analytics service provider identified to the Trustee by the
Depositor.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate Class Certificate
Balance of the
Offered 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 Servicer 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 Servicer
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 Servicer 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 by the
Responsible
Party 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 Servicer, the Depositor or the
Trustee 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
Offered Certificates, as of any Distribution Date, the sum of (A)
if on such
Distribution Date the Pass-Through Rate for any Class of Offered
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 amounts paid from the Excess Reserve Fund Account to
pay any Basis
Risk CarryForward Amount or any Swap Termination Payment).
Best's: Best's Key Rating Guide, as the same shall be amended
from
time to time.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii)
a
day on which banking and savings and loan institutions, in (a) the
States of New
York, Iowa, or California, (b) a State in which the Servicer's
servicing
operations are located, or (c) the State in which the Trustee's
operations are
located, are authorized or obligated by law or executive order to
be closed.
Certificate: Any one of the Certificates executed by the Trustee
in
substantially the forms attached hereto as exhibits.
Certificate Balance: With respect to any Class of 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.
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A Certificates: As specified 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 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) 60.80% 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 $7,100,154.
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 A-2d Certificates: All Certificates bearing the class
designation of "Class A-2d".
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) 89.50% of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over $7,100,154.
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) 91.70% 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
$7,100,154.
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) 93.70% 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 $7,100,154.
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-1 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) 68.40%
of the aggregate Stated Principal Balance of the Mortgage Loans for
such
Distribution Date and (B) the excess, if any, of the aggregate
Stated Principal
Balance of the Mortgage Loans for such Distribution Date over
$7,100,154.
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) 74.20% 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
$7,100,154.
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) 77.70% 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 $7,100,154.
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) 80.80% 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
$7,100,154.
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) 83.90% 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 $7,100,154.
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) 86.70% 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
$7,100,154.
Class P Certificates: All Certificates bearing the class
designation of "Class P".
Class PT1-R Interest: The residual interest in Pooling-Tier
REMIC-1
as described in the Preliminary Statement and the related footnote
thereto.
Class PT2-R Interest: The residual interest in Pooling-Tier
REMIC-2
as described in the Preliminary Statement and the related footnote
thereto.
Class R Certificates: All Certificates bearing the class
designation of "Class R".
Class UT-R Interest: The residual interest in the Upper-Tier
REMIC
as described in the Preliminary Statement and the related footnote
thereto.
Class X Certificates: All Certificates bearing the class
designation of "Class X".
Class X Distributable Amount: On any Distribution Date, the sum
of
(i) as a distribution in respect of interest, the amount of
interest that has
accrued on the Class X Interest and not applied as an Extra
Principal
Distribution Amount on such Distribution Date, plus any such
accrued interest
remaining undistributed from prior Distribution Dates, plus,
without duplication
(ii) as a distribution in respect of principal, any portion of the
principal
balance of the Class X Interest which is distributable as a
Subordination
Reduction Amount, minus (iii) any amounts paid from the Excess
Reserve Fund
Account to pay any Basis Risk CarryForward Amount or any Swap
Termination
Payment.
Class X Interest: The Upper Tier Regular Interest represented by
the
Class X Certificates as specified and described in the Preliminary
Statement and
the related footnote thereto.
Closing Date: March 30, 2006.
Closing Date Deposit Amount: $1,643.98 (all of which is allocable
to
principal) deposited by the Depositor into the Distribution Account
on the
Closing Date. $1,129.82 of the Closing Date Deposit Amount shall be
attributable
to the Group I Mortgage Loans and $514.16 of the Closing Date
Deposit Amount
shall be attributable to the Group II Mortgage Loans.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collection Account: As defined in Section 3.10(a).
Combined Loan to Value Ratio or CLTV: As of any date and as to
any
Second Lien Mortgage Loan, the ratio, expressed as a percentage, of
the (a) sum
of (i) the outstanding principal balance of the Second Lien
Mortgage Loan and
(ii) the outstanding principal balance as of such date of any
mortgage loan or
mortgage loans that are senior or equal in priority to the Second
Lien Mortgage
Loan and which are secured by the same Mortgaged Property to (b)
the Appraised
Value as determined pursuant to the Underwriting Guidelines of the
related
Mortgaged Property as of the origination of the Second Lien
Mortgage Loan.
Commission: The United States Securities and Exchange
Commission.
Compensating Interest: For any Distribution Date, the lesser of
(a)
the amount by which such Prepayment Interest Shortfall exceeds all
Prepayment
Interest Excesses for such Distribution Date on the Mortgage Loans
and (b) the
amount of the aggregate Servicing Fee paid to or retained by the
Servicer for
such Distribution Date.
Condemnation Proceeds: All awards or settlements in respect of
a
Mortgaged Property, whether permanent or temporary, partial or
entire, by
exercise of the power of eminent domain or condemnation.
Convertible Mortgage Loan: Any individual Adjustable Rate
Mortgage
Loan which contains a provision whereby the Mortgagor is permitted
to convert
the Adjustable Rate Mortgage Loan to a Fixed Rate Mortgage Loan in
accordance
with the terms of the related Mortgage Note.
Corporate Trust Office: The designated office of the Trustee in
the
State of California at which at any particular time its corporate
trust business
with respect to this Agreement is administered, which office at the
date of the
execution of this Agreement is located at 1761 East St. Andrew
Place, Santa Ana,
California 92705, Attn: Trust Administration- MS06C2, facsimile no.
(714)
247-6329, and which is the address to which notices to and
correspondence with
the Trustee should be directed.
Corresponding Actual Crossover Distribution Date: For each
Pooling-Tier REMIC-2 IO Interest, the related Corresponding
Scheduled Crossover
Distribution Date, unless on such date two times the aggregate
Pooling-Tier
REMIC-2 IO Notional Balance of each other Pooling-Tier REMIC-2 IO
Interest then
outstanding is less than the scheduled swap notional amount (taking
into account
the use of the multiplier) of the Interest Rate Swap Agreement
applicable for
such Distribution Date, in which case the Corresponding Actual
Crossover
Distribution Date for such Pooling-Tier REMIC-2 IO Interest shall
be the first
Distribution Date thereafter on which two times the aggregate of
the
Pooling-Tier REMIC-2 IO Notional Balance of each other Pooling-Tier
REMIC-2 IO
Interest then outstanding is greater than or equal to the scheduled
swap
notional amount (taking into account the use of the multiplier) of
the Interest
Rate Swap Agreement.
Corresponding Class: The class of interests in the Lower-Tier
REMIC
or Upper-Tier REMIC that corresponds to the class of interests in
the other such
REMIC or to a Class of Certificates in the manner set out
below:
Corresponding
Corresponding
Lower-Tier Class Upper-Tier Regular
Corresponding Class of
Designation
Interest
Certificates
------------------------------ ----------------------
----------------------
Class LT-A-1
Class A-1
Class A-1
Class LT-A-2a
Class A-2a
Class A-2a
Class LT-A-2b
Class A-2b
Class A-2b
Class LT-A-2c
Class A-2c
Class A-2c
Class LT-A-2d
Class A-2d
Class A-2d
Class LT-M-1
Class M-1
Class M-1
Class LT-M-2
Class M-2
Class M-2
Class LT-M-3
Class M-3
Class M-3
Class LT-M-4
Class M-4
Class M-4
Class LT-M-5
Class M-5
Class M-5
Class LT-M-6
Class M-6
Class M-6
Class LT-B-1
Class B-1
Class B-1
Class LT-B-2
Class B-2
Class B-2
Class LT-B-3
Class B-3
Class B-3
N/A
Class X
Class X
Corresponding Pooling-Tier REMIC-1 Regular Interest: As
described
in the Preliminary Statement.
Corresponding Pooling-Tier REMIC-2 IO Interest: As described in
the
Preliminary Statement.
Corresponding Scheduled Crossover Distribution Date: The
Distribution Date in the month and year specified in the
Preliminary Statement
corresponding to a Pooling-Tier REMIC-2 IO Interest.
Cumulative Loss Percentage: With respect to any Distribution
Date,
the percentage equivalent of a fraction, the numerator of which is
the aggregate
amount of Realized Losses incurred from the Cut-off Date through
the last day of
the related Prepayment Period and the denominator of which is the
Cut-off Date
Pool Principal Balance of the Mortgage Loans.
&nb
