Finding Pooling And Servicing Agreements

Transcription

Finding Pooling And Servicing Agreements (PSA’s)For Securitized Mortgage LoansThe “Pooling and Servicing Agreement” is the legal document that contains theresponsibilities and rights of the servicer, the trustee, and others over a pool of mortgageloans. The Pooling and Servicing Agreement can be a stand-alone document or it can bepart of another paper, usually called the “Prospectus.” If the securitization is public,these documents must be filed with the Securities and Exchange Commission (SEC), andwill be available to the public at www.sec.gov. Locating a Pooling and ServicingAgreement on the SEC website can be a challenge.The most important information you will need to find the Pooling and ServicingAgreement is the name of the original lender and the title of the pool of loans. We willwork through an example below. Assume that the lender is Ameriquest Mortgage Co.We don’t know the name of the pool that the homeowner’s mortgage ended up in, but wedo know that the mortgage was made on June 1, 2002.Step One:Go to www.sec.gov and click on “Search for Company Filings” under “Filing & Forms(EDGAR).” Under “General-Purpose Searches,” click on “Companies & other filers.”Then, in the “Enter your search information” box, type in “Ameriquest” next to“Company name” and click on the “Find Companies” button.Step Two:The page you are now looking at shows a long list of the names of securitized pools ofloans. We know the mortgage was made on June 1, 2002. Look for the entry titled“AMERIQUEST MORT SEC INC ASS BK PAS THR CERTS SER 2002 2.” Thedocument number is CIK 0001175125. Click on that number. We selected this entrybecause it said 2002 on it and the loan in question was made in 2002. There may beseveral other pools of mortgage loans that Ameriquest securitized in 2002 but this is thefirst one we come to on this list (when reviewed in late February 2007) so we will pull itup.Step Three:Now you see a list of documents filed with the SEC that are related to this pool of loans.Scroll down to the bottom and you will see a document titled “Prospectus.” This is thedocument that will likely be the one you want, assuming that the mortgage loan you areconcerned about is in this pool. We can only make an educated guess, unless you knowthe name of the securitized pool in advance (which is unlikely).Click on either “htm or text” next to this document and the Prospectus will appear. Now,bookmark this document on your web browser, so you can come back to it easily in thefuture. Note that this Prospectus is also contained on this CD-ROM for your use.Step Four:

Is this likely to be the document you want? Scroll down to page S-2 and you will see aTable of Contents. Included in that is the “Pooling and Servicing Agreement” whichstarts on page S-76. Also, scroll down one more page, past the Table of Contents, andyou will see a “Summary of Prospectus Supplement.” Certain important information islisted there, including the cut-off and closing dates for loans that will be included in thispool. The closing date is June 7, 2002. Based on this information, you can assume thatthis document governs the responsibilities of the servicer of the mortgage loan inquestion, unless that servicer tells you otherwise and can back it up with a reference to adifferent agreement or pool.Other important information listed in this Summary includes the title of the pool, and theidentity of the servicer and trustee. The servicing rights may have been sold since thisdocument was filed and the current servicer may be a different company but the trustee(the legal holder of the mortgage) should be accurate.Step Five:Go the Pooling and Servicing Agreement to find what you need to know. It shoulddescribe how the servicer is paid and by how much, who keeps late and other fees, whatauthority it has to modify the loan or engage in workouts with homeowners, and itsobligations to pass mortgage payments on to the trustee.Congratulations! You are now entitled to an official Sherlock Holmes hat.

-----BEGIN PRIVACY-ENHANCED MESSAGE----Proc-Type: 2001,MIC-CLEAROriginator-Name: Mm7z1T B twIDAQABMIC-Info: BYZR43a7KlxUeqec6HeZJhb6VqpHmTtj4yRmYE7qF iIDBMA SEC-DOCUMENT 0000882377-02-000424.txt : 20020611 SEC-HEADER 0000882377-02-000424.hdr.sgml : 20020611 ACCEPTANCE-DATETIME 20020610152022ACCESSION NUMBER:0000882377-02-000424CONFORMED SUBMISSION TYPE:424B5PUBLIC DOCUMENT COUNT:1FILED AS OF DATE:20020610SERIAL COMPANY:COMPANY DATA:COMPANY CONFORMED NAME:CERTS SER 2002 2CENTRAL INDEX KEY:STANDARD INDUSTRIAL CLASSIFICATION:STATE OF INCORPORATION:FISCAL YEAR END:1231FILING VALUES:FORM TYPE:SEC ACT:SEC FILE NUMBER:FILM NUMBER:BUSINESS ADDRESS:STREET 1:CITY:STATE:ZIP: /SERIAL-COMPANY AMERIQUEST MORT SEC INCASS BK PAS THR0001175125FINANCE SERVICES [6199]DE424B51933 Act333-77012-02026749581100 TOWN & COUNTRY ROADORANGECA92868FILER:COMPANY DATA:COMPANY CONFORMED NAME:CENTRAL INDEX KEY:STANDARD INDUSTRIAL CLASSIFICATION:STATE OF INCORPORATION:FISCAL YEAR END:1231AMERIQUEST MORTGAGE SECURITIES INC0001102913FINANCE SERVICES [6199]DEFILING VALUES:FORM TYPE:SEC ACT:SEC FILE NUMBER:FILM NUMBER:424B51933 Act333-7701202674957BUSINESS ADDRESS:STREET 1:1100 TOWN & COUNTRY ROAD

CITY:STATE:ZIP:BUSINESS PHONE:ORANGECA928687145419960MAIL ADDRESS:STREET 1:C/O WELLS FARGO BANK MINNESOTA NASTREET 2:11000 BROKEN LAND PARKWAYCITY:COLUMBIASTATE:MDZIP:21044 /SEC-HEADER DOCUMENT TYPE 424B5 SEQUENCE 1 FILENAME d65537.txt DESCRIPTION AMERIQUEST MORTGAGE SECURITIES INC TEXT Prospectus Supplement dated June 3, 2002 (To Prospectus dated June 3, 2002) 496,250,000 (APPROXIMATE)ASSET-BACKED PASS-THROUGH CERTIFICATES,SERIES 2002-2AMERIQUEST MORTGAGE SECURITIES INC.DEPOSITORAMERIQUEST MORTGAGE COMPANYORIGINATOR AND MASTER SERVICER- -----------------------------YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-10 IN THISPROSPECTUS SUPPLEMENT AND PAGE 1 IN THE PROSPECTUS.The certificates will represent interests only in a trust consisting primarilyof mortgage loans and will not represent ownership interests in or obligationsof any other entity.This prospectus supplement may be used to offer and sell the certificatesoffered hereby only if accompanied by the prospectus.- -----------------------------THE TRUST -owill consist primarily of a pool of one-to four-family adjustable-rate andfixed-rate, first lien residential mortgage loans; ando will be represented by fifteen classes of certificates, twelve of which areoffered by this prospectus supplement.THE OFFERED CERTIFICATES -owill represent senior or mezzanine interests in the trust and will receivedistributions from the assets of the trust;owill have credit enhancement in the form of excess interest, subordination

and overcollateralization; andowill receive monthly distributions commencing in July 2002.The underwriters will offer the Class AF-1 Certificates, the Class AF-2Certificates, the Class AF-3 Certificates, the Class AF-4 Certificates, theClass AF-5 Certificates and the Class AF-6 Certificates (collectively, the"Class AF Certificates"), the Class AV Certificates, the Class M-1 Certificates,the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4Certificates and the Class S Certificates (collectively, the "OfferedCertificates") from time to time to the public in negotiated transactions orotherwise at varying prices to be determined at the time of sale. The proceedsto the Depositor from the sale of the Offered Certificates, before deductingexpenses, will be approximately 100.054% of the initial certificate principalbalances of the Offered Certificates, plus accrued interest in the case of theClass AF Certificates and the Class S Certificates. Each Underwriter'scommission will be any positive difference between the price it pays to theDepositor for the Offered Certificates and the amount it receives from the saleof such certificates to the public. See "Method of Distribution" in thisprospectus supplement.NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIESCOMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR DETERMINEDTHAT THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE ATTORNEY GENERAL OFTHE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING.ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.DEUTSCHE BANK SECURITIESBANC OF AMERICA SECURITIES LLC(Joint Lead Managers and Joint Book Runners)CREDIT SUISSE FIRST BOSTON(Co-Manager) PAGE IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS SUPPLEMENT ANDTHE ACCOMPANYING PROSPECTUSYOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT. WE HAVE NOTAUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOTASSUME THAT THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS ISACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS DOCUMENT.We provide information to you about the Offered Certificates in two separatedocuments that progressively provide more detail:othe accompanying prospectus, which provides general information, some ofwhich may not apply to this series of certificates; andothis prospectus supplement, which describes the specific terms of this

series of certificates.Ameriquest Mortgage Securities Inc. is located at 1100 Town & Country Road,Suite 1100, Orange, California 92868, and its phone number is (714) 541-9960Attention: Capital Markets.TABLE OF CONTENTSPROSPECTUS SUPPLEMENTSUMMARY OF PROSPECTUS SUPPLEMENT.S-3RISK FACTORS.S-10THE MORTGAGE POOL.S-19YIELD ON THE CERTIFICATES.S-40DESCRIPTION OF THE CERTIFICATES.S-58POOLING AND SERVICING AGREEMENT.S-76FEDERAL INCOME TAX CONSEQUENCES.S-84METHOD OF DISTRIBUTION.S-86SECONDARY MARKET.S-87LEGAL OPINIONS.S-87RATINGS .S-87LEGAL INVESTMENT.S-88ERISA CONSIDERATIONS.S-88S-2 PAGE SUMMARY OF PROSPECTUS SUPPLEMENTTHE FOLLOWING SUMMARY IS A VERY BROAD OVERVIEW OF THE CERTIFICATESOFFERED BY THIS PROSPECTUS SUPPLEMENT AND DOES NOT CONTAIN ALL OF THEINFORMATION THAT YOU SHOULD CONSIDER IN MAKING YOUR INVESTMENT DECISION. TOUNDERSTAND ALL OF THE TERMS OF THE OFFERED CERTIFICATES, READ CAREFULLY THISENTIRE PROSPECTUS SUPPLEMENT AND THE ENTIRE ACCOMPANYING PROSPECTUS. Capitalizedterms used but not defined in this prospectus supplement have the meaningsassigned to them in the prospectus. An Index of Principal Definitions isincluded at the end of the prospectus. TABLE CAPTION S Title of Series.Asset-Backed Pass-Through C Ameriquest Mortgage Securities Inc.,Certificates, Series 2002-2.Cut-off Date.the Closing Date, the close of businessFor each mortgage loan in the trust on

on the later of June 1, 2002 and theorigination date of such mortgage loan.Closing Date.On or about June 7, 2002.Depositor."Depositor"), an indirect wholly-Ameriquest Mortgage Securities Inc. (theowned subsidiary of Ameriquest MortgageCompany.The Depositor willdeposit the mortgage loans into thetrust.See "The Depositor" in theprospectus.Originator and Master Servicer.Servicer" or the "Originator"),Ameriquest Mortgage Company (the "Mastera Delaware corporation.See "TheMortgage Pool--Underwriting Standards"and "Pooling and Servicing Agreement-The Originator and MasterServicer" in this prospectus supplement.Trustee."Trustee"), a national bankingU.S. Bank National Association (theassociation, will be the Trustee of thetrust.See "Pooling and ServicingAgreement--The Trustee" in thisprospectus supplement.Trust Administrator.(the "Trust Administrator"), aDeutsche Bank National Trust Companynational banking association, willperform administrative functions withrespect to the certificates and will actas the custodian, initial paying agentand certificate registrar.See "Poolingand Servicing Agreement--The TrustAdministrator" in this prospectussupplement.NIMS Insurer.(together, the "NIMS Insurer") may issueOne or more insurance companiesa financial guaranty insurance policycovering certain payments to be madeon net interest margin securities to beissued by a separate trust and securedby all or a portion of the Class CECertificates, the Class P Certificates andthe Class R Certificates.Distribution Dates.Distributions on the OfferedCertificates will be made on the 25th day of eachmonth, or, if such day is not a businessday, on the next succeeding businessday, beginning in July 2002 (each, a"Distribution Date").

Offered Certificates.their pass-through rates and initialThe classes of Offered Certificates,certificate principal balances ornotional amounts are shown in the tablebelow. /TABLE S-3 PAGE TABLE CAPTION INITIAL CERTIFICATE NCIPAL BALANCE(1)RATECLASSPRINCIPALBALANCE(1)RATE- ------------------ -------------------- - S C C C C C AF-1. 46,700,0003.43%(2)AV. 272,500,000Variable(4)AF-2. 20,300,0004.24%(2)M-1. 27,500,000Variable(4)AF-3. 26,600,0004.84%(2)M-2. 27,500,000Variable(4)AF-4. 15,000,0005.57%(2)M-3. 17,500,000Variable(4)AF-5. 19,000,0006.30%(3)M-4. 6,250,000Variable(4)AF-6. 17,400,0005.85%(3)S. 50,000,000Variable(6) /TABLE - ------------------(1) Approximate.(2) Subject to a rate cap as described in this prospectus supplement.(3) Subject to increase and subject to a rate cap, as described in thisprospectus supplement.(4) The pass-through rate on the Class AV Certificates, the Class M-1Certificates, the Class M-2 Certificates, the Class M-3 Certificates andthe Class M-4 Certificates is generally based on one-month LIBOR plus anapplicable margin and is subject to a rate cap, as described in thisprospectus supplement.(5) Notional Amount as provided in this prospectus supplement.(6) The pass-through rate on the Class S Certificates is a declining fixed ratethat is reset after the 10th Distribution Date and again after the 20thDistribution Date and is subject to a rate cap, as described in thisprospectus supplement. The Class S Certificates will not accrue interestfollowing the 30th Distribution Date.THE TRUST

The Depositor will establish a trust relating to the Series 2002-2 certificatespursuant to a pooling and servicing agreement dated as of the Cut-off Date (the"Pooling and Servicing Agreement") among the Depositor, the Master Servicer, theTrustee and the Trust Administrator. There are fifteen classes of certificatesrepresenting beneficial interests in the trust. See "Description of theCertificates" in this prospectus supplement.The certificates represent in the aggregate the entire beneficial ownershipinterest in the trust. Distributions of interest and/or principal on the OfferedCertificates will be made only from payments received in connection with themortgage loans held in the trust and amounts deposited by the Depositor in thepre-funding account and the interest coverage account.THE MORTGAGE LOANSReferences to percentages of the initial mortgage loans under this section arecalculated based on the aggregate scheduled principal balance of the initialmortgage loans as of the Cut-off Date.On the Closing Date, the trust will acquire a pool of mortgage loans consistingof fixed-rate and adjustable- rate mortgage loans included in the mortgage poolas of the Closing Date and described in this prospectus supplement (the "InitialMortgage Loans"). On or before August 10, 2002, the trust will acquiresubsequent fixed-rate and adjustable-rate mortgage loans to be included in themortgage pool (the "Subsequent Mortgage Loans"; together with the InitialMortgage Loans, the "Mortgage Loans") subject to conditions set forth in thisprospectus supplement under "The Mortgage Pool--Conveyance of SubsequentMortgage Loans and the Pre-Funding Accounts."For purposes of calculating interest and principal distributions on the ClassAF-1 Certificates, the Class AF-2 Certificates, the Class AF-3 Certificates, theClass AF-4 Certificates, the Class AF-5 Certificates and the Class AF-6Certificates (the "Class AF Certificates) and the Class AV Certificates(together with the Class AF Certificates, the "Class A Certificates"), theMortgage Loans have been divided into two loan groups, designated as the "GroupI Mortgage Loans" and the "Group II Mortgage Loans." The Group I Mortgage Loansconsist of fixed-rate mortgage loans and the Group II Mortgage Loans consist ofadjustable-rate mortgage loans.The Class AF Certificates represent interests in the Group I Mortgage Loans andthe Class AV Certificates represent interests in the Group II Mortgage Loans.The Class M-1 Certificates, the Class M-2 Certificates, the Class M-3Certificates and the Class M-4 Certificates (collectively, the "MezzanineCertificates") and the Class S Certificates represent interests in all of themortgage loans.The initial Group I Mortgage Loans (the "Initial Group I Mortgage Loans") havean aggregate principal balance of approximately 135,267,479 as of the Cut- offDate and have the following approximate characteristics as of the Cut-off Date:S-4 PAGE

Mortgage Loans with prepaymentcharges:Range of current mortgage rates:Weighted average current mortgagerate:Weighted average remaining term tostated maturity:Range of principal balances as of theCut-off Date:Average principal balance as of theCut-off Date:Range of original loan-to-value ratios:78.89%6.99% to 14.00%8.44%329 months 49,760 to 499,629 131,06117.22% to 90.34%Weighted average original loan-tovalue ratio:Geographic concentrations in excessof 5%:CaliforniaNew 19%5.75%The Initial Group II Mortgage Loans (the "Initial Group II Mortgage Loans") havean aggregate principal balance of approximately 247,406,023 as of the Cut- offDate and have the following approximate characteristics as of the Cut-off Date:Mortgage Loans with prepaymentcharges:Range of current mortgage rates:Weighted average current mortgagerate:Weighted average gross margin:Weighted average minimummortgage rate:Weighted average maximummortgage rate:Weighted average next adjustmentdate:Weighted average remaining term tostated maturity:Range of principal balances as of theCut-off Date:Average principal balance as of theCut-off Date:Range of original loan-to-value ratios:71.17%6.50% to 14.50%9.52%6.44%9.52%15.52%April 2004350 months 49,846 to 499,839 142,51517.84% to 91.00%Weighted average original loan-tovalue ratio:Geographic concentrations in excessof 5%:78.08%

CaliforniaNew JerseyIllinoisNew YorkMinnesotaMassachusettsTexasFlorida17.24 %7.67%7.35%6.30%6.19%5.82%5.54%5.53%The mortgage rate on each Group II Mortgage Loan will adjust semi-annually oneach adjustment date to equal the sum of six-month LIBOR and the related grossmargin, subject to periodic and lifetime limitations, as described herein. Seealso "The Mortgage Pool--The Index" in this prospectus supplement.With respect to all of the Group II Mortgage Loans, the first adjustment datewill occur only after an initial period of approximately two years afterorigination, as more fully described under "The Mortgage Pool--Description ofthe Mortgage Loans" in this prospectus supplement.For additional information regarding the Mortgage Loans, see "The Mortgage Pool"in this prospectus supplement.PRE-FUNDING ACCOUNTSOn the Closing Date, the Depositor will pay to the Trust Administratorapproximately 41,472,585.91, which will be held by the Trust Administrator in apre-funding account (the "Group I Pre-Funding Account") and approximately 75,853,912.56, which will be held by the Trust Administrator in a pre-fundingaccount (the "Group II Pre-Funding Account"; together with the Group IPre-Funding Account, the "Pre-Funding Accounts").The amount on deposit in the Pre-Funding Accounts will be reduced by the amountused to purchase Subsequent Mortgage Loans for the related loan group during theperiod from the Closing Date up to and including August 10, 2002. Any amountsremaining in the Pre-Funding Accounts after August 10, 2002 will be distributedon the next distribution date to the holders of the related Class A Certificatesin the manner set forth in "Description of the Certificates--PrincipalS-5 PAGE Distributions on the Class A Certificates and the Mezzanine Certificates"herein. See "The Mortgage Pool--Conveyance of Subsequent Mortgage Loans and thePre-Funding Accounts" in this prospectus supplement.INTEREST COVERAGE ACCOUNTSOn the Closing Date, the Depositor will pay to the Trust Administrator fordeposit in an interest coverage account related to each loan group, an amount asspecified in the pooling and servicing agreement. Funds on deposit in theinterest coverage accounts will be applied by the Trust Administrator to cover aportion of the shortfalls in the amount of interest generated by the assets ofthe trust attributable to the pre-funding feature during the funding period. See

"Description of the Certificates--Interest Coverage Accounts" in this prospectussupplement.THE CERTIFICATESOFFERED CERTIFICATES. The Class AF Certificates, the Class AV Certificates, theClass S Certificates and the Mezzanine Certificates are the only classes ofcertificates offered by this prospectus supplement. The Offered Certificateswill have the characteristics shown in the table in this summary and asdescribed in this prospectus supplement.The pass-through rate on each class of Offered Certificates, other than theClass AF Certificates, is variable and will be calculated for each distributiondate as described under "Description of the Certificates --Pass-Through Rates"in this prospectus supplement.The pass-through rate on the Class AV Certificates and the MezzanineCertificates is a rate per annum generally based on one-month LIBOR plus anapplicable margin, subject to a rate cap described under "Description of theCertificates--Pass-Through Rates" in this prospectus supplement. The initialmargin relating to the Class AV Certificates is 0.27% per annum. The initialmargin relating to the Class M-1 Certificates is 0.62% per annum. The initialmargin relating to the Class M-2 Certificates is 1.15% per annum. The initialmargin relating to the Class M-3 Certificates is 1.77% per annum. The initialmargin relating to the Class M-4 Certificates is 2.20% per annum. Each margin issubject to increase as more fully described under "Description of theCertificates--Pass-Through Rates" in this prospectus supplement.The pass-through rate for the Class AF-1 Certificates will be 3.43% per annum,the pass-through rate for the Class AF-2 Certificates will be 4.24% per annum,the pass-through rate for the Class AF-3 Certificates will be 4.84% per annumand the pass-through rate for the Class AF-4 Certificates will be 5.57% perannum, in each case, subject to a rate cap as more fully described under"Description of the Certificates--Pass-Through Rates" in this prospectussupplement. The pass-through rate for the Class AF-5 Certificates will be 6.30%per annum and the pass-through rate for the Class AF-6 Certificates will be5.85% per annum, in each case, subject to a rate cap and subject to increase asmore fully described under "Description of the Certificates--Pass-Through Rates"in this prospectus supplement.The pass-through rate for the Class S Certificates will be 6.50% per annum forthe 1st Distribution Date through the 10th Distribution Date, 4.50% per annumfor the 11th Distribution Date through the 20th Distribution Date and 2.50% perannum for the 21st Distribution Date through the 30th Distribution Date, in eachcase subject to a rate cap described under "Description of theCertificates--Pass-Through Rates" in this prospectus supplement. After the 30thDistribution Date, the pass-through rate for the Class S Certificates will be0.00% per annum, and such class will cease to accrue interest.The "Notional Amount" of the Class S Certificates immediately prior to anyDistribution Date will be equal to the lesser of (i) 50,000,000 and (ii) thesum of the aggregate principal balance of the Initial Mortgage Loans (prior togiving effect to scheduled payments of principal due during the related DuePeriod, and unscheduled collections of principal received during the relatedPrepayment Period) and any amount remaining in the Pre-Funding Accounts.The Offered Certificates will be sold by the Depositor to the Underwriters on

the Closing Date.The Offered Certificates will initially be represented by one or more globalcertificates registered in the name of a nominee of The Depository Trust Companyin minimum denominations of 25,000 and integral multiples of 1.00 in excessthereof. See "Description of the Certificates--Book-Entry Certificates" in thisprospectus supplement.CLASS CE CERTIFICATES. The Class CE Certificates are not offered by thisprospectus supplement. The Class CE Certificates will have an initialcertificate principal balance of approximately 3,749,900 which is approximatelyequal to the initial overcollateralization required by the Pooling and ServicingAgreement. The Class CE Certificates initially evidence an interest ofapproximately 0.75% in the trust. The Class CES-6 PAGE Certificates will be delivered to a wholly-owned bankruptcy remote subsidiary ofthe Originator as partial consideration for the Mortgage Loans.CLASS P CERTIFICATES. The Class P Certificates are not offered by thisprospectus supplement. The Class P Certificates will have an initial certificateprincipal balance of 100 and will not be entitled to distributions in respectof interest. The Class P Certificates will be entitled to all prepayment chargesreceived in respect of the Mortgage Loans, subject to certain limitations setforth in the Pooling and Servicing Agreement. The Class P Certificates will bedelivered to a wholly-owned bankruptcy remote subsidiary of the Originator aspartial consideration for the Mortgage Loans.CLASS R CERTIFICATES. The Class R Certificates are the class of certificatesrepresenting the residual interests in the trust, but are not offered by thisprospectus supplement. The Class R Certificates will be delivered to awholly-owned bankruptcy remote subsidiary of the Originator as partialconsideration for the Mortgage Loans.CREDIT ENHANCEMENTThe credit enhancement provided for the benefit of the holders of the OfferedCertificates consists of excess interest, subordination andovercollateralization, each as described below and under "Description of theCertificates--Credit Enhancement" and "--Overcollateralization Provisions" inthis prospectus supplement.EXCESS INTEREST. The Mortgage Loans bear interest each month in an amount thatin the aggregate is expected to exceed the amount needed to distribute monthlyinterest on the Offered Certificates and to pay certain fees and expenses of thetrust. Any excess interest from the Mortgage Loans each month will be availableto absorb realized losses on the Mortgage Loans and to maintain or restoreovercollateralization at required levels.SUBORDINATION. The rights of the holders of the Mezzanine Certificates and theClass CE Certificates to receive distributions will be subordinated, to the

extent described in this prospectus supplement, to the rights of the holders ofthe Class A Certificates and the Class S Certificates.In addition, the rights of the holders of Mezzanine Certificates with highernumerical class designations to receive distributions in respect of the MortgageLoans will be subordinated to the rights of holders of Mezzanine Certificateswith lower numerical class designations, and the rights of the holders of theClass CE Certificates to receive distributions in respect of the Mortgage Loanswill be subordinated to the rights of the holders of the Mezzanine Certificates,in each case to the extent described under "Description of theCertificates--Allocation of Losses; Subordination" in this prospectussupplement.Subordination is intended to enhance the likelihood of regular distributions onthe more senior certificates in respect of interest and principal and to affordsuch certificates protection against realized losses on the Mortgage Loans, asdescribed under "Description of the Certificates--Allocation of Losses;Subordination" in this prospectus supplement.OVERCOLLATERALIZATION. The sum of the aggregate principal balance of the InitialMortgage Loans as of the Cut-off Date and the original pre-funded amounts willexceed the aggregate certificate principal balance of the Class A Certificates,the Mezzanine Certificates and the Class P Certificates on the Closing Date byapproximately 3,749,900, which is equal to the initial certificate principalbalance of the Class CE Certificates. Such amount represents approximately 0.75%of the sum of the aggregate principal balance of the Initial Mortgage Loans asof the Cut-off Date and th

Finding Pooling And Servicing Agreements (PSA's) For Securitized Mortgage Loans The "Pooling and Servicing Agreement" is the legal document that contains the responsibilities and rights of the servicer, the trustee, and others over a pool of mortgage loans. The Pooling and Servicing Agreement can be a stand-alone document or it can be