EXHIBIT 4
================================================================================
MORGAN STANLEY ABS CAPITAL I INC.,
Depositor,
COUNTRYWIDE HOME LOANS SERVICING LP,
Servicer,
WMC MORTGAGE CORP.,
Responsible Party
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Trustee
-------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 2005
-------------------------------
MORGAN STANLEY ABS CAPITAL I INC. TRUST 2005-WMC6
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-WMC6
================================================================================
<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 Independent Public
Accountants' Servicing
Statement; Financial Statements.............................
Section 3.24 Trustee to Act as
Servicer...................................
Section 3.25 Compensating
Interest........................................
Section 3.26 Credit Reporting;
Gramm-Leach-Bliley Act.....................
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 Classification of the Excess
Reserve Fund 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; Advance
Facilities........................
Section 10.08 Limitation on Rights of
Certificateholders...................
Section 10.09 Inspection and Audit
Rights..................................
Section 10.10 Certificates Nonassessable
and Fully Paid....................
Section 10.11 Rule of
Construction.........................................
Section 10.12 Waiver of Jury
Trial.........................................
Section 10.13 Opinions of Internal Counsel
of the Responsible Party........
Section 10.14 Rights of the Swap
Provider..................................
SCHEDULES
Schedule I Mortgage Loan
Schedule
Schedule II Representations and
Warranties of the 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 Representation and
Warranty of the Depositor 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 of the Trustee to be provided to Depositor
Exhibit N Form of
Certification of the Servicer to be provided to Depositor
Exhibit O Servicer Power
of Attorney
Exhibit P Purchase
Agreement
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of July 1, 2005,
among MORGAN STANLEY ABS CAPITAL I INC., a
Delaware corporation, as depositor
(the "Depositor"), COUNTRYWIDE HOME LOANS
SERVICING LP, a Texas limited
partnership, as servicer (the "Servicer"),
WMC MORTGAGE CORP., a California
corporation, as responsible party (the
"Responsible Party"), and WELLS FARGO
BANK, NATIONAL ASSOCIATION, a national
banking association, as trustee (the
"Trustee").
W I T N E S S E T H:
--------------------
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Trustee shall elect that four segregated asset pools within
the
Trust Fund (exclusive of (i) the Prepayment
Premiums, (ii) the Interest Rate
Swap Agreement, (iii) the Swap Account,
(iv) the Excess Reserve Fund Account,
and (v) the right of the LIBOR Certificates
to receive Upper-Tier Carry Forward
Amounts including, but without duplication,
Basis Risk CarryForward Amounts and
the obligation to pay Class IO Shortfalls)
be treated for federal income tax
purposes as comprising four REMICs (each, a
"Trust REMIC" or, in the
alternative, Pooling-Tier REMIC-1,
Pooling-Tier REMIC-2, the Lower-Tier REMIC
and the Upper-Tier REMIC, respectively).
The Class X Interest and each Class of
LIBOR Certificates (other than the right of
each Class of LIBOR Certificates to
receive Upper-Tier Carry Forward 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
Start-up Day for each REMIC described
herein is the Closing Date. The latest
possible maturity date for each Certificate
is the latest date referenced in
Section 2.05. The Upper-Tier REMIC shall
hold as assets the several classes of
uncertificated Lower-Tier Regular
Interests, set out below. The Lower-Tier REMIC
shall hold as assets the several classes of
uncertificated Pooling-Tier REMIC-2
Regular Interests. Pooling-Tier REMIC-2
shall hold as assets the several classes
of uncertificated Pooling-Tier REMIC-1
Regular Interests. Pooling-Tier REMIC-1
shall hold as assets the assets of the
Trust Fund (exclusive of (i) the
Prepayment Premiums, (ii) the Interest Rate
Swap Agreement, (iii) the Swap
Account, (iv) the Excess Reserve Fund
Account, and (v) the right of the LIBOR
Certificates to receive Upper-Tier Carry
Forward 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 Carry
Forward 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
Pooling-Tier REMIC-1
REMIC-1 Principal
REMIC-1 Interest
Interest Rate
Amount
----------------
-------------
------
Class PT1-I-1
(1)
$ 17,503,524.53
Class PT1-I-2A
(2)
$ 9,343,132.80
Class PT1-I-2B
(3)
$ 9,343,132.80
Class PT1-I-3A
(2)
$ 9,011,576.71
Class PT1-I-3B
(3)
$ 9,011,576.71
Class PT1-I-4A
(2)
$ 8,697,060.73
Class PT1-I-4B
(3)
$ 8,697,060.73
Class PT1-I-5A
(2)
$ 8,511,276.24
Class PT1-I-5B
(3)
$ 8,511,276.24
Class PT1-I-6A
(2)
$ 8,577,207.54
Class PT1-I-6B
(3)
$ 8,577,207.54
Class PT1-I-7A
(2)
$ 7,818,759.73
Class PT1-I-7B
(3)
$ 7,818,759.73
Class PT1-I-8A
(2)
$ 7,562,576.25
Class PT1-I-8B
(3)
$ 7,562,576.25
Class PT1-I-9A
(2)
$ 7,318,019.09
Class PT1-I-9B
(3)
$ 7,318,019.09
Class PT1-I-10A
(2)
$ 7,084,121.30
Class PT1-I-10B
(3)
$ 7,084,121.30
Class PT1-I-11A
(2)
$ 6,859,956.66
Class PT1-I-11B
(3)
$
6,859,956.66
Class PT1-I-12A
(2)
$ 6,644,643.09
Class PT1-I-12B
(3)
$ 6,644,643.09
Class PT1-I-13A
(2)
$ 6,437,238.07
Class PT1-I-13B
(3)
$ 6,437,238.07
Class PT1-I-14A
(2)
$ 6,237,058.51
Class PT1-I-14B
(3)
$ 6,237,058.51
Class PT1-I-15A
(2)
$ 6,037,349.74
Class PT1-I-15B
(3)
$ 6,037,349.74
Class PT1-I-16A
(2)
$ 5,777,497.43
Class PT1-I-16B
(3)
$ 5,777,497.43
Class PT1-I-17A
(2)
$ 5,528,895.30
Class PT1-I-17B
(3)
$ 5,528,895.30
Class PT1-I-18A
(2)
$ 5,291,054.70
Class PT1-I-18B
(3)
$ 5,291,054.70
Class PT1-I-19A
(2)
$ 5,063,505.60
Class PT1-I-19B
(3)
$ 5,063,505.60
Class PT1-I-20A
(2)
$ 4,845,801.27
Class PT1-I-20B
(3)
$ 4,845,801.27
Class PT1-I-21A
(2)
$ 4,637,513.59
Class PT1-I-21B
(3)
$ 4,637,513.59
Class PT1-I-22A
(2)
$
4,438,233.09
Class PT1-I-22B
(3)
$ 4,438,233.09
Class PT1-I-23A
(2)
$ 5,026,760.09
Class PT1-I-23B
(3)
$ 5,026,760.09
Class PT1-I-24A
(2)
$ 66,389,199.29
Class PT1-I-24B
(3)
$ 66,389,199.29
Class PT1-I-25A
(2)
$ 1,055,577.25
Class PT1-I-25B
(3)
$ 1,055,577.25
Class PT1-I-26A
(2)
$ 1,015,731.42
Class PT1-I-26B
(3)
$ 1,015,731.42
Class PT1-I-27A
(2)
$
977,403.82
Class PT1-I-27B
(3)
$
977,403.82
Class PT1-I-28A
(2)
$
940,535.93
Class PT1-I-28B
(3)
$
940,535.93
Class PT1-I-29A
(2)
$
905,072.85
Class PT1-I-29B
(3)
$
905,072.85
Class PT1-I-30A
(2)
$
871,011.51
Class PT1-I-30B
(3)
$
871,011.51
Class PT1-I-31A
(2)
$
838,189.49
Class PT1-I-31B
(3)
$
838,189.49
Class PT1-I-32A
(2)
$
806,615.41
Class PT1-I-32B
(3)
$
806,615.41
Class PT1-I-33A
(2)
$
776,241.29
Class PT1-I-33B
(3)
$
776,241.29
Class PT1-I-34A
(2)
$
755,303.93
Class PT1-I-34B
(3)
$
755,303.93
Class PT1-I-35A
(2)
$
743,821.74
Class PT1-I-35B
(3)
$
743,821.74
Class PT1-I-36A
(2)
$ 2,366,208.81
Class PT1-I-36B
(3)
$ 2,366,208.81
Class PT1-I-37A
(2)
$
588,680.14
Class PT1-I-37B
(3)
$
588,680.14
Class PT1-I-38A
(2)
$
567,127.78
Class PT1-I-38B
(3)
$
567,127.78
Class PT1-I-39A
(2)
$
546,367.82
Class PT1-I-39B
(3)
$
546,367.82
Class PT1-I-40A
(2)
$
526,370.93
Class PT1-I-40B
(3)
$
526,370.93
Class PT1-I-41A
(2)
$
507,108.93
Class PT1-I-41B
(3)
$
507,108.93
Class PT1-I-42A
(2)
$
488,556.41
Class PT1-I-42B
(3)
$
488,556.41
Class PT1-I-43A
(2)
$
470,683.37
Class PT1-I-43B
(3)
$
470,683.37
Class PT1-I-44A
(2)
$
453,466.66
Class PT1-I-44B
(3)
$
453,466.66
Class PT1-I-45A
(2)
$
436,882.03
Class PT1-I-45B
(3)
$
436,882.03
Class PT1-I-46A
(2)
$
420,906.13
Class PT1-I-46B
(3)
$
420,906.13
Class PT1-I-47A
(2)
$
405,516.49
Class PT1-I-47B
(3)
$
405,516.49
Class PT1-I-48A
(2)
$
390,691.50
Class PT1-I-48B
(3)
$
390,691.50
Class PT1-I-49A
(2)
$
376,410.26
Class PT1-I-49B
(3)
$
376,410.26
Class PT1-I-50A
(2)
$
362,652.75
Class PT1-I-50B
(3)
$
362,652.75
Class PT1-I-51A
(2)
$
349,399.65
Class PT1-I-51B
(3)
$
349,399.65
Class PT1-I-52A
(2)
$
336,632.36
Class PT1-I-52B
(3)
$
336,632.36
Class PT1-I-53A
(2)
$
324,332.98
Class PT1-I-53B
(3)
$
324,332.98
Class PT1-I-54A
(2)
$
312,484.28
Class PT1-I-54B
(3)
$
312,484.28
Class PT1-I-55A
(2)
$ 8,242,940.52
Class PT1-I-55B
(3)
$ 8,242,940.52
Class PT1-II-1
(4)
$ 23,648,306.47
Class PT1-II-2A
(5)
$ 12,623,130.14
Class PT1-II-2B
(6)
$ 12,623,130.14
Class PT1-II-3A
(5)
$ 12,175,178.07
Class PT1-II-3B
(6)
$ 12,175,178.07
Class PT1-II-4A
(5)
$ 11,750,248.20
Class PT1-II-4B
(6)
$ 11,750,248.20
Class PT1-II-5A
(5)
$ 11,499,242.26
Class PT1-II-5B
(6)
$ 11,499,242.26
Class PT1-II-6A
(5)
$ 11,588,319.38
Class PT1-II-6B
(6)
$ 11,588,319.38
Class PT1-II-7A
(5)
$ 10,563,611.12
Class PT1-II-7B
(6)
$ 10,563,611.12
Class PT1-II-8A
(5)
$ 10,217,491.95
Class PT1-II-8B
(6)
$ 10,217,491.95
Class PT1-II-9A
(5)
$ 9,887,080.62
Class PT1-II-9B
(6)
$ 9,887,080.62
Class PT1-II-10A
(5)
$ 9,571,070.74
Class PT1-II-10B
(6)
$ 9,571,070.74
Class PT1-II-11A
(5)
$ 9,268,210.94
Class PT1-II-11B
(6)
$ 9,268,210.94
Class PT1-II-12A
(5)
$ 8,977,309.46
Class PT1-II-12B
(6)
$ 8,977,309.46
Class PT1-II-13A
(5)
$ 8,697,092.89
Class PT1-II-13B
(6)
$ 8,697,092.89
Class PT1-II-14A
(5)
$ 8,426,638.35
Class PT1-II-14B
(6)
$ 8,426,638.35
Class PT1-II-15A
(5)
$ 8,156,819.89
Class PT1-II-15B
(6)
$ 8,156,819.89
Class PT1-II-16A
(5)
$ 7,805,743.90
Class PT1-II-16B
(6)
$ 7,805,743.90
Class PT1-II-17A
(5)
$ 7,469,867.58
Class PT1-II-17B
(6)
$ 7,469,867.58
Class PT1-II-18A
(5)
$ 7,148,530.74
Class PT1-II-18B
(6)
$ 7,148,530.74
Class PT1-II-19A
(5)
$ 6,841,098.32
Class PT1-II-19B
(6)
$ 6,841,098.32
Class PT1-II-20A
(5)
$ 6,546,966.78
Class PT1-II-20B
(6)
$ 6,546,966.78
Class PT1-II-21A
(5)
$ 6,265,557.68
Class PT1-II-21B
(6)
$ 6,265,557.68
Class PT1-II-22A
(5)
$ 5,996,317.84
Class PT1-II-22B
(6)
$ 5,996,317.84
Class PT1-II-23A
(5)
$ 6,791,452.94
Class PT1-II-23B
(6)
$ 6,791,452.94
Class PT1-II-24A
(5)
$ 89,695,771.20
Class PT1-II-24B
(6)
$ 89,695,771.20
Class PT1-II-25A
(5)
$ 1,426,147.88
Class PT1-II-25B
(6)
$ 1,426,147.88
Class PT1-II-26A
(5)
$ 1,372,313.78
Class PT1-II-26B
(6)
$ 1,372,313.78
Class PT1-II-27A
(5)
$ 1,320,530.90
Class PT1-II-27B
(6)
$ 1,320,530.90
Class PT1-II-28A
(5)
$ 1,270,720.18
Class PT1-II-28B
(6)
$ 1,270,720.18
Class PT1-II-29A
(5)
$ 1,222,807.44
Class PT1-II-29B
(6)
$ 1,222,807.44
Class PT1-II-30A
(5)
$ 1,176,788.55
Class PT1-II-30B
(6)
$ 1,176,788.55
Class PT1-II-31A
(5)
$ 1,132,444.03
Class PT1-II-31B
(6)
$ 1,132,444.03
Class PT1-II-32A
(5)
$ 1,089,785.56
Class PT1-II-32B
(6)
$ 1,089,785.56
Class PT1-II-33A
(5)
$ 1,048,748.32
Class PT1-II-33B
(6)
$ 1,048,748.32
Class PT1-II-34A
(5)
$ 1,020,460.69
Class PT1-II-34B
(6)
$ 1,020,460.69
Class PT1-II-35A
(5)
$ 1,004,947.58
Class PT1-II-35B
(6)
$ 1,004,947.58
Class PT1-II-36A
(5)
$ 3,196,889.35
Class PT1-II-36B
(6)
$ 3,196,889.35
Class PT1-II-37A
(5)
$
795,342.00
Class PT1-II-37B
(6)
$
795,342.00
Class PT1-II-38A
(5)
$
766,223.48
Class PT1-II-38B
(6)
$
766,223.48
Class PT1-II-39A
(5)
$
738,175.53
Class PT1-II-39B
(6)
$
738,175.53
Class PT1-II-40A
(5)
$
711,158.54
Class PT1-II-40B
(6)
$
711,158.54
Class PT1-II-41A
(5)
$
685,134.44
Class PT1-II-41B
(6)
$
685,134.44
Class PT1-II-42A
(5)
$
660,068.87
Class PT1-II-42B
(6)
$
660,068.87
Class PT1-II-43A
(5)
$
635,921.33
Class PT1-II-43B
(6)
$
635,921.33
Class PT1-II-44A
(5)
$
612,660.52
Class PT1-II-44B
(6)
$
612,660.52
Class PT1-II-45A
(5)
$
590,253.70
Class PT1-II-45B
(6)
$
590,253.70
Class PT1-II-46A
(5)
$
568,669.30
Class PT1-II-46B
(6)
$
568,669.30
Class PT1-II-47A
(5)
$
547,876.98
Class PT1-II-47B
(6)
$
547,876.98
Class PT1-II-48A
(5)
$
527,847.54
Class PT1-II-48B
(6)
$
527,847.54
Class PT1-II-49A
(5)
$
508,552.74
Class PT1-II-49B
(6)
$
508,552.74
Class PT1-II-50A
(5)
$
489,965.51
Class PT1-II-50B
(6)
$
489,965.51
Class PT1-II-51A
(5)
$
472,059.78
Class PT1-II-51B
(6)
$
472,059.78
Class PT1-II-52A
(5)
$
454,810.41
Class PT1-II-52B
(6)
$
454,810.41
Class PT1-II-53A
(5)
$
438,193.22
Class PT1-II-53B
(6)
$
438,193.22
Class PT1-II-54A
(5)
$
422,184.91
Class PT1-II-54B
(6)
$
422,184.91
Class PT1-II-55A
(5)
$ 11,136,704.68
Class PT1-II-55B
(6)
$ 11,136,704.68
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 8.50%.
(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)
8.50%.
(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 8.50%.
(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) 8.50%.
(7) The Class PT1-R Interest shall not
have a principal balance and shall not
bear
interest.
On each Distribution Date, the Trustee shall first pay from the
Trust Fund and charge as an expense of
Pooling-Tier REMIC-1 all expenses of the
Trust for such Distribution Date. Such
expense, other than Servicing Fees and
Trustee Fees, shall be allocated in the
same manner as Realized Losses.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans from the related Loan
Group for such Distribution Date shall
be deemed to be distributed to the
Pooling-Tier REMIC-1 Regular Interests at the
rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the
Group I Mortgage Loans shall be
allocated to the outstanding Pooling-Tier
REMIC-1 Regular Interest relating to
the Group I Mortgage Loans with the lowest
numerical denomination until the
Pooling-Tier REMIC-1 Principal Amount of
such interest is reduced to zero,
provided that, with respect to Pooling-Tier
REMIC-1 Regular Interests relating
to Loan Group I with the same numerical
denomination, such Realized Losses,
Subsequent Recoveries and payments of
principal shall be allocated pro rata
between such Pooling-Tier REMIC-1 Regular
Interests, until the Pooling-Tier
REMIC-1 Principal Amount of such interest
is reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the
Group II Mortgage Loans shall be
allocated to the outstanding Pooling-Tier
REMIC-1 Regular Interest relating to
the Group II Mortgage Loans with the lowest
numerical denomination until the
Pooling-Tier REMIC-1 Principal Amount of
such interest is reduced to zero,
provided that, with respect to Pooling-Tier
REMIC-1 Regular Interests relating
to Loan Group II with the same numerical
denomination, such Realized Losses,
Subsequent Recoveries and payments of
principal shall be allocated pro rata
between such Pooling-Tier REMIC-1 Regular
Interests, until the Pooling-Tier
REMIC-1 Principal Amount of such interest
is reduced to zero.
Pooling-Tier REMIC-2
Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such
interest, other than the Class PT2-R
Interest, is hereby designated as a regular
interest in Pooling-Tier REMIC-2.
Pooling-Tier REMIC-2 Interests with an "I"
in their designation shall relate to
the Group I Mortgage Loans and Pooling Tier
REMIC-2 Interests with a "II" in
their designation shall relate to the Group
II Mortgage Loans. The Class PT2-R
Interest is hereby designated as the sole
class of residual interest in
Pooling-Tier REMIC-2 and shall be
represented by the Class R Certificates.
<TABLE>
<CAPTION>
Pooling-Tier
Pooling-Tier REMIC-2 Corresponding
Corresponding
Corresponding
Pooling-Tier REMIC-2
REMIC-2 Initial
Principal
Pooling-Tier REMIC-2
Pooling-Tier REMIC-1
Scheduled Crossover
Interest
Interest Rate
Amount
IO Interest
Regular Interest
Distribution Date
--------
-------------
------
-----------
----------------
-----------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-1
(1) $
17,503,524.53
N/A
N/A
N/A
Class PT2-I-2A
(2) $
9,343,132.80 Class PT2-I-IO-2
N/A
N/A
Class PT2-I-2B
(3) $
9,343,132.80
N/A
N/A
N/A
Class PT2-I-3A
(2) $
9,011,576.71 Class PT2-I-IO-3
N/A
N/A
Class PT2-I-3B
(3) $
9,011,576.71
N/A
N/A
N/A
Class PT2-I-4A
(2) $
8,697,060.73 Class PT2-I-IO-4
N/A
N/A
Class PT2-I-4B
(3) $
8,697,060.73
N/A
N/A
N/A
Class PT2-I-5A
(2) $
8,511,276.24 Class PT2-I-IO-5
N/A
N/A
Class PT2-I-5B
(3) $
8,511,276.24
N/A
N/A
N/A
Class PT2-I-6A
(2) $
8,577,207.54 Class PT2-I-IO-6
N/A
N/A
Class PT2-I-6B
(3) $
8,577,207.54
N/A
N/A
N/A
Class PT2-I-7A
(2) $
7,818,759.73 Class PT2-I-IO-7
N/A
N/A
Class PT2-I-7B
(3) $
7,818,759.73
N/A
N/A
N/A
Class PT2-I-8A
(2) $
7,562,576.25 Class PT2-I-IO-8
N/A
N/A
Class PT2-I-8B
(3) $
7,562,576.25
N/A
N/A
N/A
Class PT2-I-9A
(2) $
7,318,019.09 Class PT2-I-IO-9
N/A
N/A
Class PT2-I-9B
(3) $
7,318,019.09
N/A
N/A
N/A
Class PT2-I-10A
(2) $
7,084,121.30 Class PT2-I-IO-10
N/A
N/A
Class PT2-I-10B
(3) $
7,084,121.30
N/A
N/A
N/A
Class PT2-I-11A
(2) $
6,859,956.66 Class PT2-I-IO-11
N/A
N/A
Class PT2-I-11B
(3) $
6,859,956.66
N/A
N/A
N/A
Class PT2-I-12A
(2) $
6,644,643.09 Class PT2-I-IO-12
N/A
N/A
Class PT2-I-12B
(3) $
6,644,643.09
N/A
N/A
N/A
Class PT2-I-13A
(2) $
6,437,238.07 Class PT2-I-IO-13
N/A
N/A
Class PT2-I-13B
(3) $
6,437,238.07
N/A
N/A
N/A
Class PT2-I-14A
(2) $
6,237,058.51 Class PT2-I-IO-14
N/A
N/A
Class PT2-I-14B
(3) $
6,237,058.51
N/A
N/A
N/A
Class PT2-I-15A
(2) $
6,037,349.74 Class PT2-I-IO-15
N/A
N/A
Class PT2-I-15B
(3) $
6,037,349.74
N/A
N/A
N/A
Class PT2-I-16A
(2) $
5,777,497.43 Class PT2-I-IO-16
N/A
N/A
Class PT2-I-16B
(3) $
5,777,497.43
N/A
N/A
N/A
Class PT2-I-17A
(2) $
5,528,895.30 Class PT2-I-IO-17
N/A
N/A
Class PT2-I-17B
(3) $
5,528,895.30
N/A
N/A
N/A
Class PT2-I-18A
(2) $
5,291,054.70 Class PT2-I-IO-18
N/A
N/A
Class PT2-I-18B
(3)
$
5,291,054.70
N/A
N/A
N/A
Class PT2-I-19A
(2) $
5,063,505.60 Class PT2-I-IO-19
N/A
N/A
Class PT2-I-19B
(3) $
5,063,505.60
N/A
N/A
N/A
Class PT2-I-20A
(2) $
4,845,801.27 Class PT2-I-IO-20
N/A
N/A
Class PT2-I-20B
(3) $
4,845,801.27
N/A
N/A
N/A
Class PT2-I-21A
(2) $
4,637,513.59 Class PT2-I-IO-21
N/A
N/A
Class PT2-I-21B
(3) $
4,637,513.59
N/A
N/A
N/A
Class PT2-I-22A
(2) $
4,438,233.09 Class PT2-I-IO-22
N/A
N/A
Class PT2-I-22B
(3) $
4,438,233.09
N/A
N/A
N/A
Class PT2-I-23A
(2) $
5,026,760.09 Class PT2-I-IO-23
N/A
N/A
Class PT2-I-23B
(3) $
5,026,760.09
N/A
N/A
N/A
Class PT2-I-24A
(2) $
66,389,199.29 Class PT2-I-IO-24
N/A
N/A
Class PT2-I-24B
(3) $
66,389,199.29
N/A
N/A
N/A
Class PT2-I-25A
(2) $
1,055,577.25 Class PT2-I-IO-25
N/A
N/A
Class PT2-I-25B
(3) $
1,055,577.25
N/A
N/A
N/A
Class PT2-I-26A
(2) $
1,015,731.42 Class PT2-I-IO-26
N/A
N/A
Class PT2-I-26B
(3) $
1,015,731.42
N/A
N/A
N/A
Class PT2-I-27A
(2) $
977,403.82
Class PT2-I-IO-27
N/A
N/A
Class PT2-I-27B
(3) $
977,403.82
N/A
N/A
N/A
Class PT2-I-28A
(2) $
940,535.93
Class PT2-I-IO-28
N/A
N/A
Class PT2-I-28B
(3) $
940,535.93
N/A
N/A
N/A
Class PT2-I-29A
(2) $
905,072.85
Class PT2-I-IO-29
N/A
N/A
Class PT2-I-29B
(3) $
905,072.85
N/A
N/A
N/A
Class PT2-I-30A
(2) $
871,011.51
Class PT2-I-IO-30
N/A
N/A
Class PT2-I-30B
(3) $
871,011.51
N/A
N/A
N/A
Class PT2-I-31A
(2) $
838,189.49
Class PT2-I-IO-31
N/A
N/A
Class PT2-I-31B
(3) $
838,189.49
N/A
N/A
N/A
Class PT2-I-32A
(2) $
806,615.41
Class PT2-I-IO-32
N/A
N/A
Class PT2-I-32B
(3) $
806,615.41
N/A
N/A
N/A
Class PT2-I-33A
(2) $
776,241.29
Class PT2-I-IO-33
N/A
N/A
Class PT2-I-33B
(3) $
776,241.29
N/A
N/A
N/A
Class PT2-I-34A
(2) $
755,303.93
Class PT2-I-IO-34
N/A
N/A
Class PT2-I-34B
(3) $
755,303.93
N/A
N/A
N/A
Class PT2-I-35A
(2) $
743,821.74
Class PT2-I-IO-35
N/A
N/A
Class PT2-I-35B
(3) $
743,821.74
N/A
N/A
N/A
Class PT2-I-36A
(2) $
2,366,208.81 Class PT2-I-IO-36
N/A
N/A
Class PT2-I-36B
(3) $
2,366,208.81
N/A
N/A
N/A
Class PT2-I-37A
(2) $
588,680.14
Class PT2-I-IO-37
N/A
N/A
Class PT2-I-37B
(3) $
588,680.14
N/A
N/A
N/A
Class PT2-I-38A
(2) $
567,127.78
Class PT2-I-IO-38
N/A
N/A
Class PT2-I-38B
(3) $
567,127.78
N/A
N/A
N/A
Class PT2-I-39A
(2) $
546,367.82
Class PT2-I-IO-39
N/A
N/A
Class PT2-I-39B
(3) $
546,367.82
N/A
N/A
N/A
Class PT2-I-40A
(2) $
526,370.93
Class PT2-I-IO-40
N/A
N/A
Class PT2-I-40B
(3) $
526,370.93
N/A
N/A
N/A
Class PT2-I-41A
(2) $
507,108.93
Class PT2-I-IO-41
N/A
N/A
Class PT2-I-41B
(3) $
507,108.93
N/A
N/A
N/A
Class PT2-I-42A
(2) $
488,556.41
Class PT2-I-IO-42
N/A
N/A
Class PT2-I-42B
(3) $
488,556.41
N/A
N/A
N/A
Class PT2-I-43A
(2) $
470,683.37
Class PT2-I-IO-43
N/A
N/A
Class PT2-I-43B
(3) $
470,683.37
N/A
N/A
N/A
Class PT2-I-44A
(2) $
453,466.66
Class PT2-I-IO-44
N/A
N/A
Class PT2-I-44B
(3) $
453,466.66
N/A
N/A
N/A
Class PT2-I-45A
(2) $
436,882.03
Class PT2-I-IO-45
N/A
N/A
Class PT2-I-45B
(3) $
436,882.03
N/A
N/A
N/A
Class PT2-I-46A
(2) $
420,906.13
Class PT2-I-IO-46
N/A
N/A
Class PT2-I-46B
(3) $
420,906.13
N/A
N/A
N/A
Class PT2-I-47A
(2) $
405,516.49
Class PT2-I-IO-47
N/A
N/A
Class PT2-I-47B
(3) $
405,516.49
N/A
N/A
N/A
Class PT2-I-48A
(2) $
390,691.50
Class PT2-I-IO-48
N/A
N/A
Class PT2-I-48B
(3) $
390,691.50
N/A
N/A
N/A
Class PT2-I-49A
(2) $
376,410.26
Class PT2-I-IO-49
N/A
N/A
Class PT2-I-49B
(3) $
376,410.26
N/A
N/A
N/A
Class PT2-I-50A
(2) $
362,652.75
Class PT2-I-IO-50
N/A
N/A
Class PT2-I-50B
(3)
$
362,652.75
N/A
N/A
N/A
Class PT2-I-51A
(2) $
349,399.65
Class PT2-I-IO-51
N/A
N/A
Class PT2-I-51B
(3) $
349,399.65
N/A
N/A
N/A
Class PT2-I-52A
(2) $
336,632.36
Class PT2-I-IO-52
N/A
N/A
Class PT2-I-52B
(3) $
336,632.36
N/A
N/A
N/A
Class PT2-I-53A
(2) $
324,332.98
Class PT2-I-IO-53
N/A
N/A
Class PT2-I-53B
(3) $
324,332.98
N/A
N/A
N/A
Class PT2-I-54A
(2) $
312,484.28
Class PT2-I-IO-54
N/A
N/A
Class PT2-I-54B
(3) $
312,484.28
N/A
N/A
N/A
Class PT2-I-55A
(2) $
8,242,940.52 Class PT2-I-IO-55
N/A
N/A
Class PT2-I-55B
(3) $
8,242,940.52
N/A
N/A
N/A
Class PT2-I-IO-2
(4)
(4)
N/A
Class PT1-I-2A
August 2005
Class PT2-I-IO-3
(4)
(4)
N/A
Class PT1-I-3A
September 2005
Class PT2-I-IO-4
(4)
(4)
N/A
Class PT1-I-4A
October 2005
Class PT2-I-IO-5
(4)
(4)
N/A
Class PT1-I-5A
November 2005
Class PT2-I-IO-6
(4)
(4)
N/A
Class PT1-I-6A
December 2005
Class PT2-I-IO-7
(4)
(4)
N/A
Class PT1-I-7A
January 2006
Class PT2-I-IO-8
(4)
(4)
N/A
Class PT1-I-8A
February 2006
Class PT2-I-IO-9
(4)
(4)
N/A
Class PT1-I-9A
March 2006
Class PT2-I-IO-10
(4)
(4)
N/A
Class PT1-I-10A
April 2006
Class PT2-I-IO-11
(4)
(4)
N/A
Class PT1-I-11A
May 2006
Class PT2-I-IO-12
(4)
(4)
N/A
Class PT1-I-12A
June
2006
Class PT2-I-IO-13
(4)
(4)
N/A
Class PT1-I-13A
July 2006
Class PT2-I-IO-14
(4)
(4)
N/A
Class PT1-I-14A
August 2006
Class PT2-I-IO-15
(4)
(4)
N/A
Class PT1-I-15A
September 2006
Class PT2-I-IO-16
(4)
(4)
N/A
Class PT1-I-16A
October 2006
Class PT2-I-IO-17
(4)
(4)
N/A
Class PT1-I-17A
November 2006
Class PT2-I-IO-18
(4)
(4)
N/A
Class PT1-I-18A
December 2006
Class PT2-I-IO-19
(4)
(4)
N/A
Class PT1-I-19A
January 2007
Class PT2-I-IO-20
(4)
(4)
N/A
Class PT1-I-20A
February 2007
Class PT2-I-IO-21
(4)
(4)
N/A
Class PT1-I-21A
March 2007
Class PT2-I-IO-22
(4)
(4)
N/A
Class PT1-I-22A
April 2007
Class PT2-I-IO-23
(4)
(4)
N/A
Class PT1-I-23A
May 2007
Class PT2-I-IO-24
(4)
(4)
N/A
Class PT1-I-24A
June 2007
Class PT2-I-IO-25
(4)
(4)
N/A
Class
PT1-I-25A
July 2007
Class PT2-I-IO-26
(4)
(4)
N/A
Class PT1-I-26A
August 2007
Class PT2-I-IO-27
(4)
(4)
N/A
Class PT1-I-27A
September 2007
Class PT2-I-IO-28
(4)
(4)
N/A
Class PT1-I-28A
October 2007
Class PT2-I-IO-29
(4)
(4)
N/A
Class PT1-I-29A
November 2007
Class PT2-I-IO-30
(4)
(4)
N/A
Class PT1-I-30A
December 2007
Class PT2-I-IO-31
(4)
(4)
N/A
Class PT1-I-31A
January 2008
Class PT2-I-IO-32
(4)
(4)
N/A
Class PT1-I-32A
February 2008
Class PT2-I-IO-33
(4)
(4)
N/A
Class PT1-I-33A
March 2008
Class PT2-I-IO-34
(4)
(4)
N/A
Class PT1-I-34A
April 2008
Class PT2-I-IO-35
(4)
(4)
N/A
Class PT1-I-35A
May 2008
Class PT2-I-IO-36
(4)
(4)
N/A
Class PT1-I-36A
June 2008
Class PT2-I-IO-37
(4)
(4)
N/A
Class PT1-I-37A
July 2008
Class PT2-I-IO-38
(4)
(4)
N/A
Class PT1-I-38A
August 2008
Class PT2-I-IO-39
(4)
(4)
N/A
Class PT1-I-39A
September 2008
Class PT2-I-IO-40
(4)
(4)
N/A
Class PT1-I-40A
October 2008
Class PT2-I-IO-41
(4)
(4)
N/A
Class PT1-I-41A
November 2008
Class PT2-I-IO-42
(4)
(4)
N/A
Class PT1-I-42A
December 2008
Class PT2-I-IO-43
(4)
(4)
N/A
Class PT1-I-43A
January 2009
Class PT2-I-IO-44
(4)
(4)
N/A
Class PT1-I-44A
February 2009
Class PT2-I-IO-45
(4)
(4)
N/A
Class PT1-I-45A
March 2009
Class PT2-I-IO-46
(4)
(4)
N/A
Class PT1-I-46A
April 2009
Class PT2-I-IO-47
(4)
(4)
N/A
Class PT1-I-47A
May 2009
Class PT2-I-IO-48
(4)
(4)
N/A
Class PT1-I-48A
June 2009
Class PT2-I-IO-49
(4)
(4)
N/A
Class PT1-I-49A
July 2009
Class PT2-I-IO-50
(4)
(4)
N/A
Class PT1-I-50A
August 2009
Class PT2-I-IO-51
(4)
(4)
N/A
Class PT1-I-51A
September 2009
Class PT2-I-IO-52
(4)
(4)
N/A
Class PT1-I-52A
October 2009
Class PT2-I-IO-53
(4)
(4)
N/A
Class PT1-I-53A
November 2009
Class PT2-I-IO-54
(4)
(4)
N/A
Class PT1-I-54A
December 2009
Class PT2-I-IO-55
(4)
(4)
N/A
Class PT1-I-55A
January 2010
Class PT2-II-1
(5) $
23,648,306.47
N/A
N/A
N/A
Class PT2-II-2A
(6) $
12,623,130.14 Class PT2-II-IO-2
N/A
N/A
Class PT2-II-2B
(7) $
12,623,130.14
N/A
N/A
N/A
Class PT2-II-3A
(6) $
12,175,178.07 Class PT2-II-IO-3
N/A
N/A
Class PT2-II-3B
(7) $
12,175,178.07
N/A
N/A
N/A
Class PT2-II-4A
(6) $
11,750,248.20 Class PT2-II-IO-4
N/A
N/A
Class PT2-II-4B
(7) $
11,750,248.20
N/A
N/A
N/A
Class PT2-II-5A
(6) $
11,499,242.26 Class PT2-II-IO-5
N/A
N/A
Class PT2-II-5B
(7)
$
11,499,242.26
N/A
N/A
N/A
Class PT2-II-6A
(6) $
11,588,319.38 Class PT2-II-IO-6
N/A
N/A
Class PT2-II-6B
(7) $
11,588,319.38
N/A
N/A
N/A
Class PT2-II-7A
(6) $
10,563,611.12 Class PT2-II-IO-7
N/A
N/A
Class PT2-II-7B
(7) $
10,563,611.12
N/A
N/A
N/A
Class PT2-II-8A
(6) $
10,217,491.95 Class PT2-II-IO-8
N/A
N/A
Class PT2-II-8B
(7) $
10,217,491.95
N/A
N/A
N/A
Class PT2-II-9A
(6) $
9,887,080.62 Class PT2-II-IO-9
N/A
N/A
Class PT2-II-9B
(7) $
9,887,080.62
N/A
N/A
N/A
Class PT2-II-10A
(6) $
9,571,070.74 Class PT2-II-IO-10
N/A
N/A
Class PT2-II-10B
(7) $
9,571,070.74
N/A
N/A
N/A
Class PT2-II-11A
(6) $
9,268,210.94 Class PT2-II-IO-11
N/A
N/A
Class PT2-II-11B
(7) $
9,268,210.94
N/A
N/A
N/A
Class PT2-II-12A
(6) $
8,977,309.46 Class PT2-II-IO-12
N/A
N/A
Class PT2-II-12B
(7) $
8,977,309.46
N/A
N/A
N/A
Class PT2-II-13A
(6) $
8,697,092.89 Class PT2-II-IO-13
N/A
N/A
Class PT2-II-13B
(7) $
8,697,092.89
N/A
N/A
N/A
Class PT2-II-14A
(6) $
8,426,638.35 Class PT2-II-IO-14
N/A
N/A
Class PT2-II-14B
(7) $
8,426,638.35
N/A
N/A
N/A
Class PT2-II-15A
(6) $
8,156,819.89 Class PT2-II-IO-15
N/A
N/A
Class PT2-II-15B
(7) $
8,156,819.89
N/A
N/A
N/A
Class PT2-II-16A
(6) $
7,805,743.90 Class PT2-II-IO-16
N/A
N/A
Class PT2-II-16B
(7) $
7,805,743.90
N/A
N/A
N/A
Class PT2-II-17A
(6) $
7,469,867.58 Class PT2-II-IO-17
N/A
N/A
Class PT2-II-17B
(7) $
7,469,867.58
N/A
N/A
N/A
Class PT2-II-18A
(6) $
7,148,530.74 Class PT2-II-IO-18
N/A
N/A
Class PT2-II-18B
(7) $
7,148,530.74
N/A
N/A
N/A
Class PT2-II-19A
(6) $
6,841,098.32 Class PT2-II-IO-19
N/A
N/A
Class PT2-II-19B
(7) $
6,841,098.32
N/A
N/A
N/A
Class PT2-II-20A
(6) $
6,546,966.78 Class PT2-II-IO-20
N/A
N/A
Class PT2-II-20B
(7) $
6,546,966.78
N/A
N/A
N/A
Class PT2-II-21A
(6) $
6,265,557.68 Class PT2-II-IO-21
N/A
N/A
Class PT2-II-21B
(7) $
6,265,557.68
N/A
N/A
N/A
Class PT2-II-22A
(6)
$ 5,996,317.84
Class
PT2-II-IO-22
N/A
N/A
Class PT2-II-22B
(7) $
5,996,317.84
N/A
N/A
N/A
Class PT2-II-23A
(6) $
6,791,452.94 Class PT2-II-IO-23
N/A
N/A
Class PT2-II-23B
(7) $
6,791,452.94
N/A
N/A
N/A
Class PT2-II-24A
(6) $
89,695,771.20 Class PT2-II-IO-24
N/A
N/A
Class PT2-II-24B
(7) $
89,695,771.20
N/A
N/A
N/A
Class PT2-II-25A
(6) $
1,426,147.88 Class PT2-II-IO-25
N/A
N/A
Class PT2-II-25B
(7) $
1,426,147.88
N/A
N/A
N/A
Class PT2-II-26A
(6) $
1,372,313.78 Class PT2-II-IO-26
N/A
N/A
Class PT2-II-26B
(7) $
1,372,313.78
N/A
N/A
N/A
Class PT2-II-27A
(6) $
1,320,530.90 Class PT2-II-IO-27
N/A
N/A
Class PT2-II-27B
(7) $
1,320,530.90
N/A
N/A
N/A
Class PT2-II-28A
(6) $
1,270,720.18 Class PT2-II-IO-28
N/A
N/A
Class PT2-II-28B
(7) $
1,270,720.18
N/A
N/A
N/A
Class PT2-II-29A
(6) $
1,222,807.44 Class PT2-II-IO-29
N/A
N/A
Class PT2-II-29B
(7) $
1,222,807.44
N/A
N/A
N/A
Class PT2-II-30A
(6) $
1,176,788.55 Class PT2-II-IO-30
N/A
N/A
Class PT2-II-30B
(7) $
1,176,788.55
N/A
N/A
N/A
Class PT2-II-31A
(6) $
1,132,444.03 Class PT2-II-IO-31
N/A
N/A
Class PT2-II-31B
(7) $
1,132,444.03
N/A
N/A
N/A
Class PT2-II-32A
(6) $
1,089,785.56 Class PT2-II-IO-32
N/A
N/A
Class PT2-II-32B
(7) $
1,089,785.56
N/A
N/A
N/A
Class PT2-II-33A
(6) $
1,048,748.32 Class PT2-II-IO-33
N/A
N/A
Class PT2-II-33B
(7) $
1,048,748.32
N/A
N/A
N/A
Class PT2-II-34A
(6) $
1,020,460.69 Class PT2-II-IO-34
N/A
N/A
Class PT2-II-34B
(7) $
1,020,460.69
N/A
N/A
N/A
Class PT2-II-35A
(6) $
1,004,947.58 Class PT2-II-IO-35
N/A
N/A
Class PT2-II-35B
(7) $
1,004,947.58
N/A
N/A
N/A
Class PT2-II-36A
(6) $
3,196,889.35 Class PT2-II-IO-36
N/A
N/A
Class PT2-II-36B
(7) $
3,196,889.35
N/A
N/A
N/A
Class PT2-II-37A
(6) $
795,342.00
Class PT2-II-IO-37
N/A
N/A
Class PT2-II-37B
(7)
$
795,342.00
N/A
N/A
N/A
Class PT2-II-38A
(6) $
766,223.48
Class PT2-II-IO-38
N/A
N/A
Class PT2-II-38B
(7) $
766,223.48
N/A
N/A
N/A
Class PT2-II-39A
(6) $
738,175.53
Class PT2-II-IO-39
N/A
N/A
Class PT2-II-39B
(7) $
738,175.53
N/A
N/A
N/A
Class PT2-II-40A
(6) $
711,158.54
Class PT2-II-IO-40
N/A
N/A
Class PT2-II-40B
(7) $
711,158.54
N/A
N/A
N/A
Class PT2-II-41A
(6) $
685,134.44
Class PT2-II-IO-41
N/A
N/A
Class PT2-II-41B
(7) $
685,134.44
N/A
N/A
N/A
Class PT2-II-42A
(6) $
660,068.87
Class PT2-II-IO-42
N/A
N/A
Class PT2-II-42B
(7) $
660,068.87
N/A
N/A
N/A
Class PT2-II-43A
(6) $
635,921.33
Class PT2-II-IO-43
N/A
N/A
Class PT2-II-43B
(7) $
635,921.33
N/A
N/A
N/A
Class PT2-II-44A
(6) $
612,660.52
Class PT2-II-IO-44
N/A
N/A
Class PT2-II-44B
(7) $
612,660.52
N/A
N/A
N/A
Class PT2-II-45A
(6) $
590,253.70
Class PT2-II-IO-45
N/A
N/A
Class PT2-II-45B
(7) $
590,253.70
N/A
N/A
N/A
Class PT2-II-46A
(6) $
568,669.30
Class PT2-II-IO-46
N/A
N/A
Class PT2-II-46B
(7) $
568,669.30
N/A
N/A
N/A
Class PT2-II-47A
(6) $
547,876.98
Class PT2-II-IO-47
N/A
N/A
Class PT2-II-47B
(7) $
547,876.98
N/A
N/A
N/A
Class PT2-II-48A
(6) $
527,847.54
Class PT2-II-IO-48
N/A
N/A
Class PT2-II-48B
(7) $
527,847.54
N/A
N/A
N/A
Class PT2-II-49A
(6) $
508,552.74
Class PT2-II-IO-49
N/A
N/A
Class PT2-II-49B
(7) $
508,552.74
N/A
N/A
N/A
Class PT2-II-50A
(6) $
489,965.51
Class PT2-II-IO-50
N/A
N/A
Class PT2-II-50B
(7) $
489,965.51
N/A
N/A
N/A
Class PT2-II-51A
(6) $
472,059.78
Class PT2-II-IO-51
N/A
N/A
Class PT2-II-51B
(7) $
472,059.78
N/A
N/A
N/A
Class PT2-II-52A
(6) $
454,810.41
Class PT2-II-IO-52
N/A
N/A
Class PT2-II-52B
(7) $
454,810.41
N/A
N/A
N/A
Class PT2-II-53A
(6) $
438,193.22
Class PT2-II-IO-53
N/A
N/A
Class PT2-II-53B
(7) $
438,193.22
N/A
N/A
N/A
Class PT2-II-54A
(6)
$
422,184.91
Class PT2-II-IO-54
N/A
N/A
Class PT2-II-54B
(7) $
422,184.91
N/A
N/A
N/A
Class PT2-II-55A
(6) $
11,136,704.68 Class PT2-II-IO-55
N/A
N/A
Class PT2-II-55B
(7) $
11,136,704.68
N/A
N/A
N/A
Class PT2-II-IO-2
(4)
(4)
N/A
Class PT1-II-2A
August 2005
Class PT2-II-IO-3
(4)
(4)
N/A
Class PT1-II-3A
September 2005
Class PT2-II-IO-4
(4)
(4)
N/A
Class PT1-II-4A
October 2005
Class PT2-II-IO-5
(4)
(4)
N/A
Class PT1-II-5A
November 2005
Class PT2-II-IO-6
(4)
(4)
N/A
Class PT1-II-6A
December 2005
Class PT2-II-IO-7
(4)
(4)
N/A
Class PT1-II-7A
January 2006
Class PT2-II-IO-8
(4)
(4)
N/A
Class PT1-II-8A
February 2006
Class PT2-II-IO-9
(4)
(4)
N/A
Class PT1-II-9A
March 2006
Class PT2-II-IO-10
(4)
(4)
N/A
Class PT1-II-10A
April 2006
Class PT2-II-IO-11
(4)
(4)
N/A
Class PT1-II-11A
May 2006
Class PT2-II-IO-12
(4)
(4)
N/A
Class PT1-II-12A
June 2006
Class PT2-II-IO-13
(4)
(4)
N/A
Class PT1-II-13A
July 2006
Class PT2-II-IO-14
(4)
(4)
N/A
Class PT1-II-14A
August 2006
Class PT2-II-IO-15
(4)
(4)
N/A
Class PT1-II-15A
September 2006
Class PT2-II-IO-16
(4)
(4)
N/A
Class PT1-II-16A
October 2006
Class PT2-II-IO-17
(4)
(4)
N/A
Class PT1-II-17A
November 2006
Class PT2-II-IO-18
(4)
(4)
N/A
Class PT1-II-18A
December 2006
Class PT2-II-IO-19
(4)
(4)
N/A
Class PT1-II-19A
January 2007
Class PT2-II-IO-20
(4)
(4)
N/A
Class PT1-II-20A
February 2007
Class PT2-II-IO-21
(4)
(4)
N/A
Class PT1-II-21A
March 2007
Class PT2-II-IO-22
(4)
(4)
N/A
Class PT1-II-22A
April 2007
Class PT2-II-IO-23
(4)
(4)
N/A
Class PT1-II-23A
May 2007
Class PT2-II-IO-24
(4)
(4)
N/A
Class PT1-II-24A
June 2007
Class PT2-II-IO-25
(4)
(4)
N/A
Class PT1-II-25A
July 2007
Class PT2-II-IO-26
(4)
(4)
N/A
Class PT1-II-26A
August 2007
Class PT2-II-IO-27
(4)
(4)
N/A
Class PT1-II-27A
September 2007
Class PT2-II-IO-28
(4)
(4)
N/A
Class PT1-II-28A
October 2007
Class PT2-II-IO-29
(4)
(4)
N/A
Class PT1-II-29A
November 2007
Class PT2-II-IO-30
(4)
(4)
N/A
Class PT1-II-30A
December 2007
Class PT2-II-IO-31
(4)
(4)
N/A
Class PT1-II-31A
January 2008
Class PT2-II-IO-32
(4)
(4)
N/A
Class PT1-II-32A
February 2008
Class PT2-II-IO-33
(4)
(4)
N/A
Class PT1-II-33A
March 2008
Class PT2-II-IO-34
(4)
(4)
N/A
Class PT1-II-34A
April 2008
Class PT2-II-IO-35
(4)
(4)
N/A
Class PT1-II-35A
May 2008
Class PT2-II-IO-36
(4)
(4)
N/A
Class PT1-II-36A
June 2008
Class PT2-II-IO-37
(4)
(4)
N/A
Class PT1-II-37A
July 2008
Class PT2-II-IO-38
(4)
(4)
N/A
Class PT1-II-38A
August
2008
Class PT2-II-IO-39
(4)
(4)
N/A
Class PT1-II-39A
September 2008
Class PT2-II-IO-40
(4)
(4)
N/A
Class PT1-II-40A
October 2008
Class PT2-II-IO-41
(4)
(4)
N/A
Class PT1-II-41A
November 2008
Class PT2-II-IO-42
(4)
(4)
N/A
Class PT1-II-42A
December 2008
Class PT2-II-IO-43
(4)
(4)
N/A
Class PT1-II-43A
January 2009
Class PT2-II-IO-44
(4)
(4)
N/A
Class PT1-II-44A
February 2009
Class PT2-II-IO-45
(4)
(4)
N/A
Class PT1-II-45A
March 2009
Class PT2-II-IO-46
(4)
(4)
N/A
Class PT1-II-46A
April 2009
Class PT2-II-IO-47
(4)
(4)
N/A
Class PT1-II-47A
May 2009
Class PT2-II-IO-48
(4)
(4)
N/A
Class PT1-II-48A
June 2009
Class PT2-II-IO-49
(4)
(4)
N/A
Class PT1-II-49A
July 2009
Class PT2-II-IO-50
(4)
(4)
N/A
Class PT1-II-50A
August 2009
Class PT2-II-IO-51
(4)
(4)
N/A
Class PT1-II-51A
September 2009
Class PT2-II-IO-52
(4)
(4)
N/A
Class PT1-II-52A
October 2009
Class PT2-II-IO-53
(4)
(4)
N/A
Class PT1-II-53A
November 2009
Class PT2-II-IO-54
(4)
(4)
N/A
Class PT1-II-54A
December 2009
Class PT2-II-IO-55
(4)
(4)
N/A
Class PT1-II-55A January 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 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 Loan Group I with the
lowest numerical denomination until the
Pooling-Tier REMIC-2 Principal Amount of
such interest is reduced to zero, provided
that, for Pooling-Tier REMIC-2
Regular Interests relating to the Group I
Mortgage Loans with the same numerical
denomination, such Realized Losses,
Subsequent Recoveries and payments of
principal shall be allocated pro rata
between such Pooling-Tier REMIC-2 Regular
Interests, until the Pooling-Tier REMIC-2
Principal Amount of such interest is
reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the
Group II Mortgage Loans shall be
allocated to the then outstanding
Pooling-Tier REMIC-2 Regular Interests (other
than the Pooling-Tier REMIC-2 IO Interests)
relating to Loan Group II with the
lowest numerical denomination until the
Pooling-Tier REMIC-2 Principal Amount of
such interest is reduced to zero, provided
that, for Pooling-Tier REMIC-2
Regular Interests relating to Loan Group II
with the same numerical
denomination, such Realized Losses and
payments of principal shall be allocated
pro rata between such Pooling-Tier REMIC-2
Regular Interests, until the
Pooling-Tier REMIC-2 Principal Amount of
such interest is reduced to zero.
Lower-Tier REMIC
The Lower-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class LT-R
Interest, is hereby designated as a
regular interest in the Lower-Tier REMIC.
The Class LT-R Interest is hereby
designated as the sole class of residual
interest in the Lower-Tier REMIC and
shall be represented by the Class R
Certificates.
Corres-
ponding
Upper-Tier
Lower-Tier Regular Lower-Tier
Initial Lower-Tier
Regular
Interest
Interest Rate
Principal Amount
Interest
--------
-------------
----------------
--------
Class LT-A-1ss
(1) 1/2
initial Class Certificate
A-1ss
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-A-1mz
(1) 1/2
initial Class Certificate
A-1mz
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-A-2a
(1) 1/2
initial Class Certificate
A-2a
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-A-2b
(1) 1/2
initial Class Certificate
A-2b
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-A-2c
(1) 1/2
initial Class Certificate
A-2c
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-M-1
(1) 1/2
initial Class Certificate
M-1
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-M-2
(1) 1/2
initial Class Certificate
M-2
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-M-3
(1) 1/2
initial Class Certificate
M-3
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-M-4
(1) 1/2
initial Class Certificate
M-4
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-M-5
(1) 1/2
initial Class Certificate
M-5
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-M-6
(1) 1/2
initial Class Certificate
M-6
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-B-1
(1) 1/2
initial Class Certificate
B-1
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-B-2
(1) 1/2
initial Class Certificate
B-2
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-B-3
(1) 1/2
initial Class Certificate
B-3
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-Accrual
(1) 1/2
Pool Stated Principal
N/A
Balance plus 1/2 Subordinated
Amount, less the aggregate
initial Lower Tier Principal
Amount of Class LT-Group I
and Class LT-Group II
Class LT-Group I
(2)
0.001% aggregate Stated
N/A
Principal Balance of Group I
Mortgage Loans(4)
Class LT-Group II
(3)
0.001% aggregate Stated
N/A
Principal Balance of
Group II Mortgage Loans(4)
Class LT-IO
(5) (5)
N/A
Class LT-R
(6) (6)
N/A
----------
(1) The interest rate with
respect to any Distribution Date for these
interests
is a per annum variable rate equal to the weighted average of
the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling-Tier REMIC-2 IO Interests).
(2) The interest rate with
respect to any Distribution Date for the Class
LT-Group I
Interest is a per annum variable rate (expressed as a
percentage
rounded to eight decimal places) equal to the weighted average
of the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling Tier REMIC-2 IO Interests)
relating
to the Group I Mortgage Loans.
(3) The interest rate with
respect to any Distribution Date for the Class
LT-Group
II Interest is a per annum variable rate (expressed as a
percentage
rounded to eight decimal places) equal to the weighted average
of the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling Tier REMIC-2 IO Interests)
relating
to the Group II Mortgage Loans.
(4) For all Distribution Dates,
the Lower-Tier Principal Amount of these
Lower-Tier
Regular Interests shall be rounded to eight decimal places.
(5) This Lower-Tier Regular
Interest is an interest-only interest and does not
have a
Lower-Tier Principal Amount. On each Distribution Date, this
Lower-Tier Regular
Interest shall be entitled to receive all interest
distributable on the Pooling-Tier REMIC-2 IO Interests.
(6) The Class LT-R Interest is
the sole class of residual interest in the
Lower-Tier
REMIC and it does not have a principal amount or an interest
rate.
Each Lower-Tier Regular Interest is hereby designated as a
regular
interest in the Lower-Tier REMIC. The Class
LT-A-1ss, Class LT-A-1mz, Class
LT-A-2a, Class LT-A-2b, Class LT-A-2c,
Class LT-M-1, Class LT-M-2, Class LT-M-3,
Class LT-M-4, Class LT-M-5, Class LT-M-6,
Class LT-B-1, Class LT-B-2 and Class
LT-B-3 Interests are hereby designated the
LT-Accretion Directed Classes (the
"LT-Accretion Directed Classes").
On each Distribution Date, 50% of the increase in the
Subordinated
Amount shall be payable as a reduction of
the Lower-Tier Principal Amount of the
LT-Accretion Directed Classes (each such
Class will be reduced by an amount
equal to 50% of any increase in the
Subordinated Amount that is attributable to
a reduction in the Class Certificate
Balance of its Corresponding Class) and
shall be accrued and added to the
Lower-Tier Principal Amount of the Class
LT-Accrual Interest. On each Distribution
Date, the increase in the Lower-Tier
Principal Amount of the Class LT-Accrual
Interest shall not exceed interest
accruals for such Distribution Date for the
Class LT-Accrual Interest. In the
event that: (i) 50% of the increase in the
Subordinated Amount exceeds (ii)
interest accruals on the Class LT-Accrual
Interest for such Distribution Date,
the excess for such Distribution Date
(accumulated with all such excesses for
all prior Distribution Dates) will be added
to any increase in the Subordinated
Amount for purposes of determining the
amount of interest accrual on the Class
LT-Accrual Interest payable as principal on
the LT-Accretion Directed Classes on
the next Distribution Date pursuant to the
first sentence of this paragraph. All
payments of scheduled principal and
prepayments of principal generated by the
Mortgage Loans and all Subsequent
Recoveries allocable to principal shall be
allocated (i) 50% to the Class LT-Accrual
Interest, the Class LT-Group I
Interest and Class LT-Group II Interest
(and further allocated among these
Lower-Tier Regular Interests in the manner
described below) and (ii) 50% to the
LT-Accretion Directed Classes (such
principal payments and Subsequent Recoveries
shall be allocated among such LT-Accretion
Directed Classes in an amount equal
to 50% of the principal amounts and
Subsequent Recoveries allocated to their
respective Corresponding Classes), until
paid in full. Notwithstanding the
above, principal payments allocated to the
Class X Interest that result in the
reduction in the Subordinated Amount shall
be allocated to the Class LT-Accrual
Interest (until paid in full). Realized
Losses shall be applied so that after
all distributions have been made on each
Distribution Date (i) the Lower-Tier
Principal Amount of each of the
LT-Accretion Directed Classes is equal to 50% of
the Class Certificate Balance of their
Corresponding Class, and (ii) the Class
LT-Accrual Interest, the Class LT-Group I
Interest and the Class LT-Group II
Interest (and further allocated among these
Lower-Tier Regular Interests in the
manner described below) is equal to 50% of
the aggregate Stated Principal
Balance of the Mortgage Loans plus 50% of
the Subordinated Amount. Any increase
in the Class Certificate Balance of a Class
of Offered Certificates as a result
of a Subsequent Recovery shall increase the
Lower-Tier Principal Amount of the
Corresponding Lower-Tier Regular Interest
by 50% of such increase, and the
remaining 50% of such increase shall
increase the Lower Tier Principal Amount of
the Class LT-Accrual Interest, the Class
LT-Group I Interest and the Class
LT-Group II Interest (such increase shall
be further allocated among such Lower
Tier Regular Interests in the manner
described below). As among the Class
LT-Accrual Interest, the Class LT-Group I
Interest and the Class LT-Group II
Interest, all payments of scheduled
principal and prepayments of principal
generated by the Mortgage Loans, all
Subsequent Recoveries and all Realized
Losses, allocable to such Lower-Tier
Regular Interests and all increases in the
Lower Tier Principal Amount of such Lower
Tier Regular Interests as a result of
Subsequent Recoveries shall be allocated
(i) to the Class LT-Group I Interest
and the Class LT-Group II Interest, each
from the related Loan Group so that
their respective Lower-Tier Principal
Amounts (computed to at least eight
decimal places) are equal to 0.001% of the
aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan
Group and (ii) the remainder to the Class
LT-Accrual Interest.
Upper-Tier REMIC
The Upper-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class UT-R
Interest, is hereby designated as a
regular interest in the Upper-Tier REMIC.
The Class UT-R Interest is hereby
designated as the sole class of residual
interests in the Upper-Tier REMIC and
shall be represented by the Class R
Certificates.
Corresponding
Upper-Tier REMIC
Upper-Tier
Initial Principal
Class of
Interest
Interest Rate Upper-Tier
Amount Certificates
--------
-------------
----------------- ------------
Class A-1ss
(1)
$315,261,000
Class A-1ss
Class A-1mz
(1)
$78,816,000
Class A-1mz
Class A-2a
(2)
$340,000,000
Class A-2a
Class A-2b
(2)
$100,422,000
Class A-2b
Class A-2c
(2)
$92,000,000
Class A-2c
Class M-1
(3)
$42,915,000
Class M-1
Class M-2
(3)
$37,625,000
Class M-2
Class M-3
(3)
$25,866,000
Class M-3
Class M-4
(3)
$19,988,000
Class M-4
Class M-5
(3)
$19,400,000
Class M-5
Class M-6
(3)
$16,461,000
Class M-6
Class B-1
(3)
$17,636,000
Class B-1
Class B-2
(3)
$16,461,000
Class B-2
Class B-3
(3)
$11,758,000
Class B-3
Class IO
(4)
(2)
N/A
Class X
(5)
(3)
Class X
Class UT-R
(6)
(4)
Class R
----------
(1) For any Distribution Date
(and the related Interest Accrual Period) this
interest shall
bear interest at the least of (i) the Pass-Through Rate
(determined without regard to the Loan Group I Cap or WAC Cap) for
the
Corresponding Class of Certificates, (ii) the Lower-Tier Interest
Rate for
the Class
LT-Group I Interest (the "Upper-Tier REMIC Loan Group I Rate")
and (ii)
the Upper-Tier REMIC WAC Rate.
(2) For any Distribution Date
(and the related Interest Accrual Period) this
interest
shall bear interest at the least of (i) the Pass-Through Rate
(determined without regard to the Loan Group II Cap or WAC Cap) for
the
Corresponding Class of Certificates, (ii) the Lower-Tier Interest
Rate for
the Class
LT-Group II Interest (the "Upper-Tier REMIC Loan Group II
Rate")
and (ii)
the Upper-Tier REMIC WAC Rate.
(3) For any Distribution Date
(and the related Interest Accrual Period) this
interest
shall bear interest at the lesser of (i) the Pass-Through Rate
(determined without regard to the WAC Cap) for the Corresponding
Class of
Certificates and (ii) the Upper-Tier REMIC WAC Rate.
(4) This interest is an
interest-only interest and does not have a principal
balance.
On each Distribution Date, the Class IO Interest shall be
entitled
to receive all interest distributable on the Class LT-IO
Interest.
This interest shall be beneficially owned by the holders of the
Class X
Certificates and shall be held as an asset of the Swap Account.
(5) The Class X Interest has an
initial principal balance of $41,151,831 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-1ss
(1)
$315,261,000
Class A-1mz
(2)
$78,816,000
Class A-2a
(3)
$340,000,000
Class A-2b
(4)
$100,422,000
Class A-2c
(5)
$92,000,000
Class M-1
(6)
$42,915,000
Class M-2
(6)
$37,625,000
Class M-3
(6)
$25,866,000
Class M-4
(6)
$19,988,000
Class M-5
(6)
$19,400,000
Class M-6
(6)
$16,461,000
Class B-1
(6)
$17,636,000
Class B-2
(6)
$16,461,000
Class B-3
(6)
$11,758,000
Class X
(7)
$
0 (7)
Class R
(8)
$
0 (8)
----------
(1) The Class A-1ss 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 0.2400%, (ii) the
Loan Group
I Cap and
(iii) the WAC Cap or (b) after the Optional Termination Date,
the least
of (i) LIBOR plus 0.4800%, (ii) the Loan Group I Cap and (iii)
the WAC
Cap.
(2) The Class A-1mz 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 0.2900%, (ii) the
Loan Group
I Cap and
(iii) the WAC Cap or (b) after the Optional Termination Date,
the least
of (i) LIBOR plus 0.5800%, (ii) the Loan Group I Cap and (iii)
the WAC
Cap.
(3) 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 0.1100%, (ii) the
Loan Group
II Cap and
(iii) the WAC Cap or (b) after the Optional Termination Date,
the least
of (i) LIBOR plus 0.2200%, (ii) the Loan Group II Cap and (iii)
the WAC
Cap.
(4) 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 0.2600%, (ii) the
Loan Group
II Cap and
(iii) the WAC Cap or (b) after the Optional Termination Date,
the least
of (i) LIBOR plus 0.5200%, (ii) the Loan Group II Cap and (iii)
the WAC
Cap.
(5) 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 0.3800%, (ii) the
Loan Group
II Cap and
(iii) the WAC Cap or (b) after the Optional Termination Date,
the least
of (i) LIBOR plus 0.7600%, (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
0.4800%,
0.5000%,
0.5100%, 0.6200%, 0.6500%, 0.7100%, 1.2000%, 1.3500% and
1.8000%,
respectively, and (ii) the WAC Cap or (b) after the Optional
Termination
Date, the
lesser of (i) LIBOR plus 0.7200%, 0.7500%, 0.7650%, 0.9300%,
0.9750%,
1.0650%, 1.8000%, 2.0250% and 2.7000%, respectively, 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
receive Class IO Shortfalls and amounts in the Excess Reserve
Fund
Account and the Swap Account, subject to the obligation to make
payments
from the Excess Reserve Fund Account in respect of Basis Risk
CarryForward Amounts and amounts in the Swap Account subject to
the
obligation
to make Net Swap Payments and payments of Basis Risk
CarryForward Amounts. For federal income tax purposes, the Trustee
will
treat a
Class X Certificateholder's obligation to make payments from
the
Excess
Reserve Fund Account or the Swap Account as payments made
pursuant
to an
interest rate cap contract written by the Class X
Certificateholders
in favor
of each Class of Offered Certificates. Such rights of the Class
X
Certificateholders and Offered Certificateholders shall be treated
as held
in a
portion of the Trust Fund that is treated as a grantor trust
under
subpart E,
Part I of subchapter J of the Code.
(8) The Class R Interest does
not have a principal balance or an interest
rate.
(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. Each of these
Certificates will also be subject to the obligation to pay Class
IO
Shortfalls
as described in Section 8.13. For federal income tax purposes,
any amount
distributed on the Offered Certificates on any such
Distribution Date in excess of the amount distributable on
their
Corresponding Class of Upper-Tier Regular Interest on such
Distribution
Date shall
be treated as having been paid from the Excess Reserve Fund
Account or
the Swap Account, as applicable, and any amount distributable
on such
Corresponding Class of Upper-Tier Regular Interest on such
Distribution Date in excess of the amount distributable on the
Offered
Certificates on such Distribution Date shall be treated as having
been
paid to
the Swap Account, all pursuant to, and as further provided in,
Section
8.13. For federal income tax purposes, the Trustee will treat a
Certificateholder's right to receive payments from the Excess
Reserve Fund
Account or
the Swap Account as payments made pursuant to an interest rate
cap
contract written by the Class X Certificateholders.
The minimum denomination for each Class of Certificates, other
than
the Class P, Class R and the Class X
Certificates, will be $25,000 with integral
multiples of $1 in excess thereof. The
minimum denomination for the Class P and
the Class X Certificates will each be a 1%
Percentage Interest in such Class.
The Class R Certificate will represent a
100% Percentage Interest in such Class.
It is expected that each Class of Certificates will receive its
final distribution of principal and
interest on or prior to the Final Scheduled
Distribution Date.
Set forth below are designations of Classes of Certificates to
the
categories used herein:
Book-Entry Certificates.. All Classes of Certificates other
than the Physical
Certificates.
Class A Certificates..... Class A-1ss, Class A-1mz, Class
A-2a, Class A-2b and
Class A-2c Certificates.
Delay Certificates....... None.
ERISA-Restricted
Certificates...........
Class R Certificates,
Class P Certificates and Class
X Certificates; any certificate with a rating below
the lowest applicable permitted rating under the
Underwriters' Exemption.
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, DBRS and Standard
& Poor's.
Regular Certificates..... All Classes of Certificates other
than the Class P
and Class R Certificates.
Residual Certificates.... Class R Certificates.
Subordinated
Certificates...........
Class M-1, Class M-2,
Class M-3, Class M-4, Class
M-5, Class M-6, Class B-1, Class B-2 and Class B-3
Certificates.
<PAGE>
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires,
shall have the following meanings:
Accepted Servicing Practices: With respect to any Mortgage
Loan,
those mortgage servicing practices set
forth in Section 3.01(a) of this
Agreement.
Account: Any of the Collection Account, the Distribution
Account,
any Escrow Account or the Excess Reserve
Fund Account. Each Account shall be an
Eligible Account.
Accrued Certificate Interest Distribution Amount: With respect
to
any Distribution Date for each Class of
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.
Advance Facility: A financing or other facility as described in
Section 10.07.
Advancing Person: The Person to whom the Servicer's rights
under
this Agreement to be reimbursed for any
P&I Advances or Servicing Advances have
been assigned pursuant to Section
10.07.
Affiliate: With respect to any Person, any other Person
controlling,
controlled by or under common control with
such first Person. For the purposes
of this definition, "control" means the
power to direct the management and
policies of such Person, directly or
indirectly, whether through the ownership
of voting securities, by contract or
otherwise; and the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments
or supplements hereto.
Amount Held for Future Distribution: As to the Certificates on
any
Distribution Date, the aggregate amount
held in the Collection Account at the
close of business on the related
Determination Date on account of (i) Principal
Prepayments, Insurance Proceeds,
Condemnation Proceeds and Liquidation Proceeds
on the Mortgage Loans received after the
end of the related Prepayment Period
and (ii) all Scheduled Payments on the
Mortgage Loans due after the end of the
related Due Period.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate
Class Certificate Balance of the
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
during the month in which such
Distribution Date occurs; (v) amounts
received with respect to such Distribution
Date as the Repurchase Price in respect of
a Mortgage Loan repurchased by the
Depositor or the Responsible Party, as
applicable, 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 amount of
interest 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
amount of interest 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 Offered
Certificates, the WAC Cap, as
applicable, for such Distribution Date and
(B) the Basis Risk CarryForward
Amount for such Class of Certificates for
all previous Distribution Dates not
previously paid, together with interest
thereon at a rate equal to the sum of
LIBOR and the applicable Pass-Through
Margin for such Class of Certificates for
such Distribution Date.
Basis Risk Payment: For any Distribution Date, an amount equal
to
the lesser of (i) the aggregate of the
Basis Risk CarryForward Amounts for such
Distribution Date and (ii) the Class X
Distributable Amount (prior to any
reduction for Basis Risk Payments from the
Excess Reserve Fund Account or any
Swap Termination Payment).
Best's: Best's Key Rating Guide, as the same shall be amended
from
time to time.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii)
a
day on which banking and savings and loan
institutions, in (a) the States of New
York, California, Texas, Maryland,
Minnesota or Delaware, (b) the State in which
the Servicer's servicing operations are
located, or (c) the State in which the
Trustee's operations are located, are
authorized or obligated by law or
executive order to be closed.
Certificate: Any one of the Certificates executed by the Trustee
in
substantially the forms attached hereto as
exhibits.
Certificate Balance: With respect to any Class of 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 P, Class X and Class R Certificates
have no Certificate Balance.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such
Book-Entry Certificate.
Certificate Register: The register maintained pursuant to
Section
5.02.
Certificateholder or Holder: The person in whose name a
Certificate
is registered in the Certificate Register,
except that, solely for the purpose
of giving any consent pursuant to this
Agreement, any Certificate registered in
the name of the Depositor or any affiliate
of the Depositor shall be deemed not
to be Outstanding and the Percentage
Interest evidenced thereby shall not be
taken into account in determining whether
the requisite amount of Percentage
Interests necessary to effect such consent
has been obtained; provided, however,
that if any such Person (including the
Depositor) owns 100% of the Percentage
Interests evidenced by a Class of
Certificates, such Certificates shall be
deemed to be Outstanding for purposes of
any provision hereof that requires the
consent of the Holders of Certificates of a
particular Class as a condition to
the taking of any action hereunder. The
Trustee is entitled to rely conclusively
on a certification of the Depositor or any
affiliate of the Depositor in
determining which Certificates are
registered in the name of an affiliate of the
Depositor.
Certification: As defined in Section 8.12.
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A Certificate Group: The Group I Class A Certificates or
the
Group II Class A Certificates, as
applicable.
Class A Certificates: The Class A-1ss, Class A-1mz, Class A-2a,
Class A-2b and Class A-2c Certificates.
Class A Principal Allocation Percentage: With respect to any
Distribution Date, the percentage
equivalent of a fraction, determined as
follows: (A) with respect to the Group I
Class A Certificates, a fraction, the
numerator of which is (x) the portion of
the Principal Remittance Amount for
such Distribution Date that is attributable
to the principal received or
advanced on the Group I Mortgage Loans and
the denominator of which is (y) the
Principal Remittance Amount for such
Distribution Date; and (B) with respect to
the Group II Class A Certificates, a
fraction, the numerator of which is (x) the
portion of the Principal Remittance Amount
for such Distribution Date that is
attributable to the principal received or
advanced on the Group II Mortgage
Loans and the denominator of which is (y)
the Principal Remittance Amount for
such Distribution Date.
Class A
Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
aggregate Class Certificate Balances of
the Class A Certificates immediately prior
to such Distribution Date over (ii)
the lesser of (A) 57.60% of the aggregate
Stated Principal Balance of the
Mortgage Loans for such Distribution Date
and (B) the excess, if any, of the
aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution
Date over $5,878,804.
Class A-1mz Certificates: All Certificates bearing the class
designation of "Class A-1mz".
Class A-1ss Certificates: All Certificates bearing the class
designation of "Class A-1ss".
Class A-2a Certificates: All Certificates bearing the class
designation of "Class A-2a".
Class A-2b Certificates: All Certificates bearing the class
designation of "Class A-2b".
Class A-2c Certificates: All Certificates bearing the class
designation of "Class A-2c".
Class B Certificates: The Class B-1, Class B-2 and Class B-3
Certificates.
Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1".
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount for such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account the
distribution of the Class M-3 Principal
Distribution Amount for such
Distribution Date), (E) the Class
Certificate Balance of the Class M-4
Certificates (after taking into account the
distribution of the Class M-4
Principal Distribution Amount for such
Distribution Date), (F) the Class
Certificate Balance of the Class M-5
Certificates (after taking into account the
distribution of the Class M-5 Principal
Distribution Amount for such
Distribution Date), (G) the Class
Certificate Balance of the Class M-6
Certificates (after taking into account the
distribution of the Class M-6
Principal Distribution Amount for such
Distribution Date) and (H) the Class
Certificate Balance of the Class B-1
Certificates immediately prior to such
Distribution Date over (ii) the lesser of
(A) 88.20% 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
$5,878,804.
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) 91.00% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the excess,
if any, of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date over
$5,878,804.
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) 93.00% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the
excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans
for such Distribution Date over
$5,878,804.
Class Certificate Balance: With respect to any Class and as to
any
date of determination, the aggregate of the
Certificate Balances of all
Certificates of such Class as of such
date.
Class IO Interest: As specified in the Preliminary Statement.
Class IO Shortfalls: As defined in Section 8.13. For the
avoidance
of doubt, the Class IO Shortfall for any
Distribution Date shall equal the
amount payable to the Class X Certificates
in respect of amounts due to the Swap
Provider on such Distribution Date (other
than Defaulted Swap Termination
Payments) in excess of the amount payable
on the Class X Interest (prior to any
reduction for Basis Risk Payments or Swap
Termination Payments) on such
Distribution Date, all as further provided
in Section 8.13.
Class LT-R Interest: The residual interest in the Lower-Tier
REMIC
as described in the Preliminary Statement
and the related footnote thereto.
Class M Certificates: The Class M-1, Class M-2, Class M-3,
Class
M-4, Class M-5 and Class M-6
Certificates.
Class M Enhancement Percentage: With respect to any
Distribution
Date, the percentage obtained by dividing
(x) the sum of (i) the aggregate Class
Certificate Balances of the Class M and
Class B Certificates (other than the
Class M-1 Certificates) and (ii) the
Subordinated Amount, in each case after
taking into account the distributions of
the related Principal Distribution
Amount and any principal payments on those
Classes of Certificates from the Swap
Account on that Distribution Date, by (y)
the aggregate Stated Principal Balance
of the Mortgage Loans for that Distribution
Date.
Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1".
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount for such Distribution
Date), and (B) the Class Certificate
Balance of the Class M-1 Certificates
immediately prior to such Distribution Date
over (ii) the lesser of (A) 64.90%
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 $5,878,804.
Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2".
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount for such Distribution Date) and (C)
the Class Certificate Balance of the
Class M-2 Certificates immediately prior to
such Distribution Date over (ii) the
lesser of (A) 71.30% of the aggregate
Stated Principal Balance of the Mortgage
Loans for such Distribution Date and (B)
the excess, if any, of the aggregate
Stated Principal Balance of the Mortgage
Loans for such Distribution Date over
$5,878,804.
Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-3".
Class M-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount for such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount for such
Distribution Date) and (D) the Class
Certificate Balance of the Class M-3
Certificates immediately prior to such
Distribution Date over (ii) the lesser of
(A) 75.70% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the
excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans
for such Distribution Date over
$5,878,804.
Class M-4 Certificates: All Certificates bearing the class
designation of "Class M-4".
Class M-4 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount for such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account the
distribution of the Class M-3 Principal
Distribution Amount for such
Distribution Date) and (E) the Class
Certificate Balance of the Class M-4
Certificates immediately prior to such
Distribution Date over (ii) the lesser of
(A) 79.10% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the excess,
if any, of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date over
$5,878,804.
Class M-5 Certificates: All Certificates bearing the class
designation of "Class M-5".
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount for such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account the
distribution of the Class M-3 Principal
Distribution Amount for such
Distribution Date), (E) the Class
Certificate Balance of the Class M-4
Certificates (after taking into account the
distribution of the Class M-4
Principal Distribution Amount for such
Distribution Date) and (F) the Class
Certificate Balance of the Class M-5
Certificates immediately prior to such
Distribution Date over (ii) the lesser of
(A) 82.40% 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
$5,878,804.
Class M-6 Certificates: All Certificates bearing the class
designation of "Class M-6".
Class M-6 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount for such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account the
distribution of the Class M-3 Principal
Distribution Amount for such
Distribution Date), (E) the Class
Certificate Balance of the Class M-4
Certificates (after taking into account the
distribution of the Class M-4
Principal Distribution Amount for such
Distribution Date), (F) the Class
Certificate Balance of the Class M-5
Certificates (after taking into account the
distribution of the Class M-5 Principal
Distribution Amount for such
Distribution Date) and (G) the Class
Certificate Balance of the Class M-6
Certificates immediately prior to such
Distribution Date over (ii) the lesser of
(A) 85.20% 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
$5,878,804.
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 as a Basis Risk Payment from the
Excess Reserve Fund Account 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: August 11, 2005.
Closing Date Deposit Amount: $28.84 (all of which is allocable
to
principal) deposited by the Depositor into
the Distribution Account on the
Closing Date. $18.81 of the Closing Date
Deposit Amount shall be attributable to
the Group I Mortgage Loans, and $10.03 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.
Compensating Interest: For any Distribution Date, the lesser of
(a)
the Prepayment Interest Shortfall, if any,
for such Distribution Date, with
respect to all voluntary Principal
Prepayments in Full (excluding any payments
made upon liquidation of any Mortgage Loan)
and (b) the amount of the aggregate
Servicing Fee payable to 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 Maryland 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 (i)
for purposes of Certificate
transfers, at Wells Fargo Center, Sixth
Street and Marquette Avenue,
Minneapolis, Minnesota 55479 and (ii) for
all other purposes, at 9062 Old
Annapolis Road, Columbia, Maryland 21045,
Attention: Client Manager--MSAC
2005-WMC6, facsimile no. (410) 715- 2380,
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 the
aggregate Pooling-Tier REMIC-2 IO
Notional Balance of each other Pooling-Tier
REMIC-2 IO Interest then outstanding
is less than two times the scheduled swap
notional amount of the Interest Rate
Swap Agreement applicable for such
Distribution Date, in which case the
Corresponding Actual Crossover Distribution
Date for such Pooling-Tier REMIC-2
IO Interest shall be the first Distribution
Date thereafter on which 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 two times the scheduled
swap notional amount of the Interest Rate
Swap Agreement.
Corresponding Class: The class of interests in the Lower-Tier
REMIC
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