Exhibit 4
MORGAN STANLEY ABS CAPITAL I INC.,
Depositor,
COUNTRYWIDE HOME LOANS SERVICING LP,
Servicer,
HOMEQ SERVICING CORPORATION,
Servicer,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
Servicer
NC CAPITAL CORPORATION,
Responsible Party,
DECISION ONE MORTGAGE COMPANY, LLC,
Responsible Party,
WMC MORTGAGE CORP.,
Responsible Party,
LASALLE BANK NATIONAL ASSOCIATION,
Custodian,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Custodian
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
----------------------------
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2005
----------------------------
MORGAN STANLEY ABS CAPITAL I INC. TRUST 2005-HE7
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-HE7
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01
Conveyance of Mortgage Loans
.....................................
Section 2.02
Acceptance by the Trustee of the Mortgage Loans
..................
Section 2.03
Representations and Warranties; Remedies for Breaches of
Representations and Warranties with Respect to the Mortgage
Loans
............................................................
Section 2.04 Execution
and Delivery of Certificates ...........................
Section 2.05 REMIC
Matters ....................................................
Section 2.06
Representations and Warranties of the Depositor
..................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicers
to Service Mortgage Loans ..............................
Section 3.02
Subservicing Agreements between a Servicer and Subservicers
......
Section 3.03 Successor
Subservicers ...........................................
Section 3.04 Liability
of the Servicers .......................................
Section 3.05 No
Contractual Relationship between Subservicers and the
Trustee
..........................................................
Section 3.06
Assumption or Termination of Subservicing Agreements by
Trustee
..........................................................
Section 3.07
Collection of Certain Mortgage Loan Payments
.....................
Section 3.08
Subservicing Accounts
............................................
Section 3.09
Collection of Taxes, Assessments and Similar Items; Escrow
Accounts
.........................................................
Section 3.10
Collection Accounts
..............................................
Section 3.11
Withdrawals from the Collection Accounts
.........................
Section 3.12
Investment of Funds in the Collection Accounts and the
Distribution Account
.............................................
Section 3.13
Maintenance of Hazard Insurance and Errors and Omissions and
Fidelity Coverage
................................................
Section 3.14
Enforcement of Due-on-Sale Clauses; Assumption Agreements
........
Section 3.15
Realization upon Defaulted Mortgage Loans
........................
Section 3.16 Release
of Mortgage Files ........................................
Section 3.17 Title,
Conservation and Disposition of REO Property ..............
Section 3.18
Notification of Adjustments
......................................
Section 3.19 Access to
Certain Documentation and Information Regarding
the Mortgage Loans
...............................................
Section 3.20
Documents, Records and Funds in Possession of the Servicers
to Be Held for the Trustee
.......................................
Section 3.21 Servicing
Compensation ...........................................
Section 3.22 Annual
Statement as to Compliance ................................
Section 3.23 Annual
Independent Public Accountants' Servicing Statement;
Financial Statements
.............................................
Section 3.24 Trustee
to Act as Servicer .......................................
Section 3.25
Compensating Interest
............................................
Section 3.26 Credit
Reporting; Gramm-Leach-Bliley Act .........................
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICERS
Section 4.01 Advances
.........................................................
Section 4.02
Priorities of Distribution
.......................................
Section 4.03 Monthly
Statements to Certificateholders .........................
Section 4.04 Certain
Matters Relating to the Determination of LIBOR ...........
Section 4.05
Allocation of Applied Realized Loss Amounts
......................
Section 4.06 Swap
Account .....................................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates .................................................
Section 5.02
Certificate Register; Registration of Transfer and Exchange
of Certificates
..................................................
Section 5.03
Mutilated, Destroyed, Lost or Stolen Certificates
................
Section 5.04 Persons
Deemed Owners ............................................
Section 5.05 Access to
List of Certificateholders' Names and Addresses ........
Section 5.06
Maintenance of Office or Agency
..................................
ARTICLE VI
THE DEPOSITOR AND THE SERVICERS
Section 6.01
Respective Liabilities of the Depositor and the Servicers
........
Section 6.02 Merger or
Consolidation of the Depositor or a Servicer ...........
Section 6.03
Limitation on Liability of the Depositor, the Servicers and
Others
...........................................................
Section 6.04
Limitation on Resignation of a Servicer
..........................
Section 6.05
Additional Indemnification by the Servicers; Third Party
Claims
...........................................................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default ................................................
Section 7.02 Trustee
to Act; Appointment of Successor .........................
Section 7.03
Notification to Certificateholders
...............................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
the Trustee ............................................
Section 8.02 Certain
Matters Affecting the Trustee and the Custodian ..........
Section 8.03 Trustee
Not Liable for Certificates or Mortgage Loans ............
Section 8.04 Trustee
May Own Certificates .....................................
Section 8.05 Trustee's
Fees and Expenses ......................................
Section 8.06
Eligibility Requirements for the Trustee
.........................
Section 8.07
Resignation and Removal of the Trustee
...........................
Section 8.08 Successor
Trustee ................................................
Section 8.09 Merger or
Consolidation of the Trustee ...........................
Section 8.10
Appointment of Co-Trustee or Separate Trustee
....................
Section 8.11 Tax
Matters ......................................................
Section 8.12 Periodic
Filings .................................................
Section 8.13 Tax
Treatment of Upper-Tier CarryForward Amounts, Basis Risk
CarryForward Amounts and Class IO Shortfalls; Tax
Classification of the Excess Reserve Fund Account, Swap
Account and the Interest Rate Swap Agreement
.....................
Section 8.14 Custodial
Responsibilities .......................................
ARTICLE IX
TERMINATION
Section 9.01
Termination upon Liquidation or Purchase of the Mortgage
Loans
............................................................
Section 9.02 Final
Distribution on the Certificates ...........................
Section 9.03
Additional Termination Requirements
..............................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment
........................................................
Section 10.02 Recordation of Agreement; Counterparts
...........................
Section 10.03 Governing Law
....................................................
Section 10.04 Intention of Parties
.............................................
Section 10.05 Notices
..........................................................
Section 10.06 Severability of Provisions
.......................................
Section 10.07 Assignment; Sales; Advance Facilities
............................
Section 10.08 Limitation on Rights of Certificateholders
.......................
Section 10.09 Inspection and Audit Rights
......................................
Section 10.10 Certificates Nonassessable and Fully Paid
........................
Section 10.11 Rule of Construction
.............................................
Section 10.12 Waiver of Jury Trial
.............................................
Section 10.13 Opinions of Internal Counsel of WMC
..............................
Section 10.14 Rights of the Swap Provider
......................................
SCHEDULES
Schedule I
Mortgage Loan Schedule
Schedule II
Representations and Warranties of Countrywide Home Loans
Servicing LP, as Servicer
Schedule III
Representations and Warranties of HomEq Servicing
Corporation, as Servicer
Schedule IV
Representations and Warranties of JPMorgan Chase Bank,
National Association, as Servicer
Schedule V-A
Representations and Warranties of Morgan Stanley ABS
Capital I Inc. as to the Mortgage Loans
Schedule V-B
Representations and Warranties of Morgan Stanley ABS
Capital I Inc. as to the Depositor Mortgage Loans
Schedule VI
Representations and Warranties of WMC as to the WMC
Mortgage Loans
Schedule VII
Representations and Warranties of NC Capital as to the NC
Capital Mortgage Loans
Schedule VIII Representations
and Warranties of Decision One, as to the
Decision One Mortgage Loans
Schedule IX
Representations and Warranties of Wells Fargo, as Custodian
Schedule X
Representations and Warranties of LaSalle, as Custodian
EXHIBITS
Exhibit A
Form of Class A, Class M and Class B Certificate
Exhibit B
Form of Class P Certificate
Exhibit C
Form of Class R Certificate
Exhibit D
Form of Class X Certificate
Exhibit E
Form of Initial Certification of Trustee and Custodians
Exhibit F
Form of Document Certification and Exception Report of Trustee
and Custodians
Exhibit G
Form of Residual Transfer Affidavit
Exhibit H
Form of Transferor Certificate
Exhibit I
Form of Rule 144A Letter
Exhibit J
Form of Request for Release
Exhibit K
Form of Contents for Each Mortgage File
Exhibit L
Form of Certification to be provided with Form 10-K
Exhibit M
Form of Certification to be provided by the Trustee to
Depositor
Exhibit N
Form of Certification to be provided by the applicable
Servicer to Depositor
Exhibit O
Decision One Purchase Agreement
Exhibit P
NC Capital Purchase Agreement
Exhibit Q
WMC Purchase Agreement
Exhibit R
Form of Servicer Power of Attorney
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of December 1,
2005,
among MORGAN STANLEY ABS CAPITAL I INC., a Delaware corporation
(the
"Depositor"), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited
partnership
("Countrywide"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a
national banking
association ("JPMorgan"), HOMEQ SERVICING CORPORATION, a New Jersey
corporation
("HomEq", and together with Countrywide and JPMorgan, the
"Servicers"), WMC
MORTGAGE CORP., a California corporation ("WMC"), NC CAPITAL
CORPORATION, a
California corporation ("NC Capital"), DECISION ONE MORTGAGE
COMPANY, LLC, a
California limited liability company ("Decision One"), WELLS FARGO
BANK,
NATIONAL ASSOCIATION, a banking association, as custodian ("Wells
Fargo"),
LASALLE BANK NATIONAL ASSOCIATION, a national banking association,
as custodian
("LaSalle") and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national
banking
association, as trustee (the "Trustee").
W I T N E S S E T H:
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
[TAX REVIEW PENDING]
The Trustee shall elect that four segregated asset pools within
the
Trust Fund (exclusive of (i) the Prepayment Premiums, (ii) the
Interest Rate
Swap Agreement, (iii) the Swap Account, (iv) the Excess Reserve
Fund Account,
and (v) the right of the LIBOR Certificates to receive Upper-Tier
CarryForward
Amounts including, but without duplication, Basis Risk CarryForward
Amounts and
the obligation to pay Class IO Shortfalls) be treated for federal
income tax
purposes as comprising four REMICs (each, a "Trust REMIC" or, in
the
alternative, Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, the
Lower-Tier REMIC
and the Upper-Tier REMIC, respectively). The Class X Interest and
each Class of
LIBOR Certificates (other than the right of each Class of LIBOR
Certificates to
receive Upper-Tier CarryForward Amounts including, but without
duplication,
Basis Risk CarryForward Amounts and the obligation to pay Class IO
Shortfalls)
represents ownership of a regular interest in a REMIC for purposes
of the REMIC
Provisions. The Class R Certificates represent ownership of the
sole class of
residual interest in each Trust REMIC for purposes of the REMIC
Provisions. The
Startup Day for each REMIC described herein is the Closing Date.
The latest
possible maturity date for each Certificate is the latest date
referenced in
Section 2.05. The Upper-Tier REMIC shall hold as assets the several
classes of
uncertificated Lower-Tier Regular Interests, set out below. The
Lower-Tier REMIC
shall hold as assets the several classes of uncertificated
Pooling-Tier REMIC-2
Regular Interests. Pooling-Tier REMIC-2 shall hold as assets the
several classes
of uncertificated Pooling-Tier REMIC-1 Regular Interests.
Pooling-Tier REMIC-1
shall hold as assets the assets of the Trust Fund (exclusive of (i)
the
Prepayment Premiums, (ii) the Interest Rate Swap Agreement, (iii)
the Swap
Account, (iv) the Excess Reserve Fund Account, and (v) the right of
the LIBOR
Certificates to receive Upper-Tier CarryForward Amounts including,
but without
duplication, Basis Risk CarryForward Amounts and the obligation to
pay Class IO
Shortfalls).
For federal income tax purposes, each Class of LIBOR
Certificates
represents a beneficial ownership of a regular interest in the
Upper-Tier REMIC,
the right to receive Upper-Tier CarryForward Amounts (including,
but without
duplication, Basis Risk CarryForward Amounts), and the obligation
to pay Class
IO Shortfalls, the Class X Certificates represent beneficial
ownership of the
Class X Interest, the Class IO Interest, the Interest Rate Swap
Agreement, the
Swap Account, the Excess Reserve Fund Account and the right to
receive Class IO
Shortfalls, and the Class P Certificates represent beneficial
ownership of the
Prepayment Premiums, which portions of the Trust Fund shall be
treated as a
grantor trust.
Pooling-Tier REMIC-1
Pooling-Tier REMIC-1 shall issue the following interests in
Pooling-Tier REMIC-1, and each such interest, other than the Class
PT1-R
Interest is hereby designated as a regular interest in the
Pooling-Tier REMIC-1.
Pooling-Tier REMIC-1 Interests with an "I" in their designation
shall relate to
Loan Group I and Pooling Tier REMIC-1 Interests with a "II" in
their designation
shall relate to Loan Group II. Pooling-Tier REMIC-1 shall also
issue the Class
PT1-R Interest, which is hereby designated as the sole class of
residual
interest in Pooling-Tier REMIC-1. The Class PT1-R Interest shall be
represented
by the Class R Certificates, shall not have a principal balance and
shall have
no interest rate.
Initial
Pooling-Tier REMIC-1 Pooling-Tier REMIC-1
Pooling-Tier
REMIC-1
Interest
Interest Rate
Principal Amount
-------------------- --------------------
--------------------
Class PT1-I-1
(1)
$
26,181,742.06
Class PT1-I-2A
(2)
$
10,299,830.81
Class PT1-I-2B
(3)
$
10,299,830.81
Class PT1-I-3A
(2)
$
9,841,920.14
Class PT1-I-3B
(3)
$
9,841,920.14
Class PT1-I-4A
(2)
$
9,742,042.93
Class PT1-I-4B
(3)
$
9,742,042.93
Class PT1-I-5A
(2)
$
9,189,023.04
Class PT1-I-5B
(3)
$
9,189,023.04
Class PT1-I-6A
(2)
$
8,891,261.74
Class PT1-I-6B
(3)
$
8,891,261.74
Class PT1-I-7A
(2)
$
8,607,213.92
Class PT1-I-7B
(3)
$
8,607,213.92
Class PT1-I-8A
(2)
$
8,335,724.63
Class PT1-I-8B
(3)
$
8,335,724.63
Class PT1-I-9A
(2)
$
8,075,686.16
Class PT1-I-9B
(3)
$
8,075,686.16
Class PT1-I-10A
(2)
$
7,826,006.40
Class PT1-I-10B
(3)
$
7,826,006.40
Class PT1-I-11A
(2)
$
7,585,716.78
Class PT1-I-11B
(3)
$
7,585,716.78
Class PT1-I-12A
(2)
$
7,353,832.70
Class PT1-I-12B
(3)
$
7,353,832.70
Class PT1-I-13A
(2)
$
7,129,332.55
Class PT1-I-13B
(3)
$
7,129,332.55
Class PT1-I-14A
(2)
$
6,853,154.96
Class PT1-I-14B
(3)
$
6,853,154.96
Class PT1-I-15A
(2)
$
6,558,338.67
Class PT1-I-15B
(3)
$
6,558,338.67
Class PT1-I-16A
(2)
$
6,276,278.66
Class PT1-I-16B
(3)
$
6,276,278.66
Class PT1-I-17A
(2)
$
6,006,420.92
Class PT1-I-17B
(3)
$
6,006,420.92
Class PT1-I-18A
(2)
$
5,748,233.32
Class PT1-I-18B
(3)
$
5,748,233.32
Class PT1-I-19A
(2)
$
5,501,209.43
Class PT1-I-19B
(3)
$
5,501,209.43
Class PT1-I-20A
(2)
$
5,340,102.15
Class PT1-I-20B
(3)
$
5,340,102.15
Class PT1-I-21A
(2)
$
12,980,226.74
Class PT1-I-21B
(3)
$
12,980,226.74
Class PT1-I-22A
(2)
$
74,423,645.24
Class PT1-I-22B
(3)
$
74,423,645.24
Class PT1-I-23A
(2)
$
1,123,080.09
Class PT1-I-23B
(3)
$
1,123,080.09
Class PT1-I-24A
(2)
$
1,081,830.07
Class PT1-I-24B
(3)
$
1,081,830.07
Class PT1-I-25A
(2)
$
1,042,101.58
Class PT1-I-25B
(3)
$
1,042,101.58
Class PT1-I-26A
(2)
$
1,003,838.09
Class PT1-I-26B
(3)
$
1,003,838.09
Class PT1-I-27A
(2)
$
966,985.26
Class PT1-I-27B
(3)
$
966,985.26
Class PT1-I-28A
(2)
$
931,530.79
Class PT1-I-28B
(3)
$
931,530.79
Class PT1-I-29A
(2)
$
897,538.47
Class PT1-I-29B
(3)
$
897,538.47
Class PT1-I-30A
(2)
$
864,591.29
Class PT1-I-30B
(3)
$
864,591.29
Class PT1-I-31A
(2)
$
832,858.13
Class PT1-I-31B
(3)
$
832,858.13
Class PT1-I-32A
(2)
$
802,293.98
Class PT1-I-32B
(3)
$
802,293.98
Class PT1-I-33A
(2)
$
1,587,500.21
Class PT1-I-33B
(3)
$ 1,587,500.21
Class PT1-I-34A
(2)
$
3,047,302.49
Class PT1-I-34B
(3)
$
3,047,302.49
Class PT1-I-35A
(2)
$
577,132.63
Class PT1-I-35B
(3)
$
577,132.63
Class PT1-I-36A
(2)
$
557,108.95
Class PT1-I-36B
(3)
$
557,108.95
Class PT1-I-37A
(2)
$
537,771.95
Class PT1-I-37B
(3)
$
537,771.95
Class PT1-I-38A
(2)
$
519,098.30
Class PT1-I-38B
(3)
$
519,098.30
Class PT1-I-39A
(2)
$
501,065.61
Class PT1-I-39B
(3)
$
501,065.61
Class PT1-I-40A
(2)
$
483,655.66
Class PT1-I-40B
(3)
$
483,655.66
Class PT1-I-41A
(2)
$
466,848.11
Class PT1-I-41B
(3)
$
466,848.11
Class PT1-I-42A
(2)
$
450,609.87
Class PT1-I-42B
(3)
$
450,609.87
Class PT1-I-43A
(2)
$
434,930.03
Class PT1-I-43B
(3)
$
434,930.03
Class PT1-I-44A
(2)
$
419,789.61
Class PT1-I-44B
(3)
$
419,789.61
Class PT1-I-45A
(2)
$
405,170.30
Class PT1-I-45B
(3)
$
405,170.30
Class PT1-I-46A
(2)
$
391,055.04
Class PT1-I-46B
(3)
$
391,055.04
Class PT1-I-47A
(2)
$
377,426.62
Class PT1-I-47B
(3)
$
377,426.62
Class PT1-I-48A
(2)
$
364,266.57
Class PT1-I-48B
(3)
$
364,266.57
Class PT1-I-49A
(2)
$
351,560.32
Class PT1-I-49B
(3)
$
351,560.32
Class PT1-I-50A
(2)
$
339,292.33
Class PT1-I-50B
(3)
$
339,292.33
Class PT1-I-51A
(2)
$
327,447.74
Class PT1-I-51B
(3)
$
327,447.74
Class PT1-I-52A
(2)
$
316,012.06
Class PT1-I-52B
(3)
$
316,012.06
Class PT1-I-53A
(2)
$
304,971.36
Class PT1-I-53B
(3)
$
304,971.36
Class PT1-I-54A
(2)
$
294,311.85
Class PT1-I-54B
(3)
$
294,311.85
Class PT1-I-55A
(2)
$
8,030,059.41
Class PT1-I-55B
(3)
$
8,030,059.41
Class PT1-II-1
(4)
$
38,429,602.02
Class PT1-II-2A
(5)
$
15,118,107.79
Class PT1-II-2B
(6)
$
15,118,107.79
Class PT1-II-3A
(5)
$
14,445,985.81
Class PT1-II-3B
(6)
$
14,445,985.81
Class PT1-II-4A
(5)
$
14,299,385.87
Class PT1-II-4B
(6)
$
14,299,385.87
Class PT1-II-5A
(5)
$
13,487,662.41
Class PT1-II-5B
(6)
$
13,487,662.41
Class PT1-II-6A
(5)
$
13,050,607.91
Class PT1-II-6B
(6)
$
13,050,607.91
Class PT1-II-7A
(5)
$
12,633,682.08
Class PT1-II-7B
(6)
$
12,633,682.08
Class PT1-II-8A
(5)
$
12,235,189.67
Class PT1-II-8B
(6)
$
12,235,189.67
Class PT1-II-9A
(5)
$
11,853,504.79
Class PT1-II-9B
(6)
$
11,853,504.79
Class PT1-II-10A
(5)
$
11,487,024.45
Class PT1-II-10B
(6)
$
11,487,024.45
Class PT1-II-11A
(5)
$
11,134,326.97
Class PT1-II-11B
(6)
$
11,134,326.97
Class PT1-II-12A
(5)
$
10,793,967.15
Class PT1-II-12B
(6)
$
10,793,967.15
Class PT1-II-13A
(5)
$
10,464,445.50
Class PT1-II-13B
(6)
$
10,464,445.50
Class PT1-II-14A
(5)
$
10,059,071.59
Class PT1-II-14B
(6)
$
10,059,071.59
Class PT1-II-15A
(5)
$
9,626,339.78
Class PT1-II-15B
(6)
$
9,626,339.78
Class PT1-II-16A
(5)
$
9,212,331.64
Class PT1-II-16B
(6)
$
9,212,331.64
Class PT1-II-17A
(5)
$
8,816,234.03
Class PT1-II-17B
(6)
$
8,816,234.03
Class PT1-II-18A
(5)
$
8,437,265.88
Class PT1-II-18B
(6)
$
8,437,265.88
Class PT1-II-19A
(5)
$
8,074,683.82
Class PT1-II-19B
(6)
$
8,074,683.82
Class PT1-II-20A
(5)
$
7,838,210.30
Class PT1-II-20B
(6)
$
7,838,210.30
Class PT1-II-21A
(5)
$
19,052,397.16
Class PT1-II-21B
(6)
$
19,052,397.16
Class PT1-II-22A
(5)
$
109,239,143.11
Class PT1-II-22B
(6)
$
109,239,143.11
Class PT1-II-23A
(5)
$
1,648,458.71
Class PT1-II-23B
(6)
$
1,648,458.71
Class PT1-II-24A
(5)
$
1,587,911.88
Class PT1-II-24B
(6)
$
1,587,911.88
Class PT1-II-25A
(5)
$
1,529,598.32
Class PT1-II-25B
(6)
$
1,529,598.32
Class PT1-II-26A
(5)
$
1,473,435.11
Class PT1-II-26B
(6)
$
1,473,435.11
Class PT1-II-27A
(5)
$
1,419,342.49
Class PT1-II-27B
(6)
$
1,419,342.49
Class PT1-II-28A
(5)
$
1,367,302.36
Class PT1-II-28B
(6)
$
1,367,302.36
Class PT1-II-29A
(5)
$
1,317,408.38
Class PT1-II-29B
(6)
$
1,317,408.38
Class PT1-II-30A
(5)
$
1,269,048.46
Class PT1-II-30B
(6)
$
1,269,048.46
Class PT1-II-31A
(5)
$
1,222,470.47
Class PT1-II-31B
(6)
$
1,222,470.47
Class PT1-II-32A
(5)
$
1,177,608.37
Class PT1-II-32B
(6)
$
1,177,608.37
Class PT1-II-33A
(5)
$
2,330,135.29
Class PT1-II-33B
(6)
$
2,330,135.29
Class PT1-II-34A
(5)
$
4,472,835.36
Class PT1-II-34B
(6)
$
4,472,835.36
Class PT1-II-35A
(5)
$
847,116.17
Class PT1-II-35B
(6)
$
847,116.17
Class PT1-II-36A
(5)
$
817,725.40
Class PT1-II-36B
(6)
$
817,725.40
Class PT1-II-37A
(5)
$
789,342.50
Class PT1-II-37B
(6)
$
789,342.50
Class PT1-II-38A
(5)
$
761,933.30
Class PT1-II-38B
(6)
$
761,933.30
Class PT1-II-39A
(5)
$
735,464.89
Class PT1-II-39B
(6)
$
735,464.89
Class PT1-II-40A
(5)
$
709,910.54
Class PT1-II-40B
(6)
$
709,910.54
Class PT1-II-41A
(5)
$
685,240.39
Class PT1-II-41B
(6)
$
685,240.39
Class PT1-II-42A
(5)
$
661,405.88
Class PT1-II-42B
(6)
$
661,405.88
Class PT1-II-43A
(5)
$
638,390.97
Class PT1-II-43B
(6)
$
638,390.97
Class PT1-II-44A
(5)
$
616,167.84
Class PT1-II-44B
(6)
$
616,167.84
Class PT1-II-45A
(5)
$
594,709.60
Class PT1-II-45B
(6)
$
594,709.60
Class PT1-II-46A
(5)
$
573,991.21
Class PT1-II-46B
(6)
$
573,991.21
Class PT1-II-47A
(5)
$
553,987.38
Class PT1-II-47B
(6)
$
553,987.38
Class PT1-II-48A
(5)
$
534,671.03
Class PT1-II-48B
(6)
$
534,671.03
Class PT1-II-49A
(5)
$
516,020.78
Class PT1-II-49B
(6)
$
516,020.78
Class PT1-II-50A
(5)
$
498,013.82
Class PT1-II-50B
(6)
$
498,013.82
Class PT1-II-51A
(5)
$
480,628.31
Class PT1-II-51B
(6)
$
480,628.31
Class PT1-II-52A
(5)
$
463,842.99
Class PT1-II-52B
(6)
$
463,842.99
Class PT1-II-53A
(5)
$
447,637.44
Class PT1-II-53B
(6)
$
447,637.44
Class PT1-II-54A
(5)
$
431,991.40
Class PT1-II-54B
(6)
$
431,991.40
Class PT1-II-55A
(5)
$
11,786,533.79
Class PT1-II-55B
(6)
$
11,786,533.79
Class PT1-R
(7)
(7)
--------------------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group I WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and
(ii) the Pooling-Tier REMIC-1 Loan Group I WAC Rate, subject to
a maximum
rate of 9.6000%.
(3) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
any, of
(A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan
Group I
WAC Rate over (B) 9.6000%.
(4) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier
REMIC-1 Regular Interest shall bear interest at a per annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group II WAC Rate.
(5) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and
(ii) the Pooling-Tier REMIC-1 Loan Group II WAC Rate, subject
to
a maximum
rate of 9.6000%.
(6) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
any, of
(A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan
Group II
WAC Rate over (B) 9.6000%.
(7) The Class
PT1-R Interest shall not have a principal balance and shall not
bear
interest.
On each Distribution Date, the Trustee shall first pay from the
Trust Fund and charge as an expense of Pooling-Tier REMIC-1 all
expenses of the
Trust for such Distribution Date. Such expense, other than
Servicing Fees and
Trustee Fees, shall be allocated in the same manner as Realized
Losses.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans from the related Loan Group for such
Distribution Date shall
be deemed to be distributed to the Pooling-Tier REMIC-1 Regular
Interests at the
rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group I Mortgage Loans
shall be
allocated to the outstanding Pooling-Tier REMIC-1 Regular Interest
relating to
the Group I Mortgage Loans with the lowest numerical denomination
until the
Pooling-Tier REMIC-1 Principal Amount of such interest is reduced
to zero,
provided that, with respect to Pooling-Tier REMIC-1 Regular
Interests relating
to Loan Group I with the same numerical denomination, such Realized
Losses,
Subsequent Recoveries and payments of principal shall be allocated
pro rata
between such Pooling-Tier REMIC-1 Regular Interests, until the
Pooling-Tier
REMIC-1 Principal Amount of such interest is reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group II Mortgage Loans
shall be
allocated to the outstanding Pooling-Tier REMIC-1 Regular Interest
relating to
the Group II Mortgage Loans with the lowest numerical denomination
until the
Pooling-Tier REMIC-1 Principal Amount of such interest is reduced
to zero,
provided that, with respect to Pooling-Tier REMIC-1 Regular
Interests relating
to Loan Group II with the same numerical denomination, such
Realized Losses,
Subsequent Recoveries and payments of principal shall be allocated
pro rata
between such Pooling-Tier REMIC-1 Regular Interests, until the
Pooling-Tier
REMIC-1 Principal Amount of such interest is reduced to zero.
Pooling-Tier REMIC-2
Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such interest, other than the Class
PT2-R
Interest, is hereby designated as a regular interest in
Pooling-Tier REMIC-2.
Pooling-Tier REMIC-2 Interests with an "I" in their designation
shall relate to
the Group I Mortgage Loans and Pooling Tier REMIC-2 Interests with
a "II" in
their designation shall relate to the Group II Mortgage Loans. The
Class PT2-R
Interest is hereby designated as the sole class of residual
interest in
Pooling-Tier REMIC-2 and shall be represented by the Class R
Certificates.
<TABLE>
<CAPTION>
Corresponding
Pooling-Tier
Corresponding
Corresponding
Scheduled
Pooling-Tier
REMIC-2 Initial
Pooling-Tier
Pooling-Tier
Crossover
Pooling-Tier
REMIC-2
Principal
REMIC-2 IO
REMIC-1
Distribution
REMIC-2 Interest
Interest
Rate
Amount
Interest
Regular Interest
Date
------------------ ------------------
------------------ ------------------
------------------ ------------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-1
(1)
$ 26,181,742.06
N/A
N/A
N/A
Class PT2-I-2A
(2)
$ 10,299,830.81
Class PT2-I-IO-2
N/A
N/A
Class PT2-I-2B
(3)
$ 10,299,830.81
N/A
N/A
N/A
Class PT2-I-3A
(2)
$
9,841,920.14 Class PT2-I-IO-3
N/A
N/A
Class PT2-I-3B
(3)
$
9,841,920.14
N/A
N/A
N/A
Class PT2-I-4A
(2)
$
9,742,042.93 Class PT2-I-IO-4
N/A
N/A
Class PT2-I-4B
(3)
$
9,742,042.93
N/A
N/A
N/A
Class PT2-I-5A
(2)
$
9,189,023.04 Class PT2-I-IO-5
N/A
N/A
Class PT2-I-5B
(3)
$
9,189,023.04
N/A
N/A
N/A
Class PT2-I-6A
(2)
$
8,891,261.74 Class PT2-I-IO-6
N/A
N/A
Class PT2-I-6B
(3)
$
8,891,261.74
N/A
N/A
N/A
Class PT2-I-7A
(2)
$
8,607,213.92 Class PT2-I-IO-7
N/A
N/A
Class PT2-I-7B
(3)
$
8,607,213.92
N/A
N/A
N/A
Class PT2-I-8A
(2)
$
8,335,724.63 Class PT2-I-IO-8
N/A
N/A
Class PT2-I-8B
(3)
$
8,335,724.63
N/A
N/A
N/A
Class PT2-I-9A
(2)
$
8,075,686.16 Class PT2-I-IO-9
N/A
N/A
Class PT2-I-9B
(3)
$
8,075,686.16
N/A
N/A
N/A
Class PT2-I-10A
(2)
$
7,826,006.40 Class
PT2-I-IO-10
N/A
N/A
Class PT2-I-10B
(3)
$
7,826,006.40
N/A
N/A
N/A
Class PT2-I-11A
(2)
$ 7,585,716.78
Class PT2-I-IO-11
N/A
N/A
Class PT2-I-11B
(3)
$
7,585,716.78
N/A
N/A
N/A
Class PT2-I-12A
(2)
$
7,353,832.70 Class
PT2-I-IO-12
N/A
N/A
Class PT2-I-12B
(3)
$
7,353,832.70
N/A
N/A
N/A
Class PT2-I-13A
(2)
$
7,129,332.55 Class
PT2-I-IO-13
N/A
N/A
Class PT2-I-13B
(3)
$
7,129,332.55
N/A
N/A
N/A
Class PT2-I-14A
(2)
$
6,853,154.96 Class
PT2-I-IO-14
N/A
N/A
Class PT2-I-14B
(3)
$
6,853,154.96
N/A
N/A
N/A
Class PT2-I-15A
(2)
$
6,558,338.67 Class
PT2-I-IO-15
N/A
N/A
Class PT2-I-15B
(3)
$
6,558,338.67
N/A
N/A
N/A
Class PT2-I-16A
(2)
$
6,276,278.66 Class
PT2-I-IO-16
N/A
N/A
Class PT2-I-16B
(3)
$
6,276,278.66
N/A
N/A
N/A
Class PT2-I-17A
(2)
$
6,006,420.92 Class
PT2-I-IO-17
N/A
N/A
Class PT2-I-17B
(3)
$
6,006,420.92
N/A
N/A
N/A
Class PT2-I-18A
(2)
$
5,748,233.32 Class
PT2-I-IO-18
N/A
N/A
Class PT2-I-18B
(3)
$
5,748,233.32
N/A
N/A
N/A
Class PT2-I-19A
(2)
$
5,501,209.43 Class
PT2-I-IO-19
N/A
N/A
Class PT2-I-19B
(3)
$
5,501,209.43
N/A
N/A
N/A
Class PT2-I-20A
(2)
$
5,340,102.15 Class
PT2-I-IO-20
N/A
N/A
Class PT2-I-20B
(3)
$
5,340,102.15
N/A
N/A
N/A
Class PT2-I-21A
(2)
$ 12,980,226.74
Class PT2-I-IO-21
N/A
N/A
Class PT2-I-21B
(3)
$ 12,980,226.74
N/A
N/A
N/A
Class PT2-I-22A
(2)
$ 74,423,645.24
Class PT2-I-IO-22
N/A
N/A
Class PT2-I-22B
(3)
$ 74,423,645.24
N/A
N/A
N/A
Class PT2-I-23A
(2)
$
1,123,080.09 Class
PT2-I-IO-23
N/A
N/A
Class PT2-I-23B
(3)
$
1,123,080.09
N/A
N/A
N/A
Class PT2-I-24A
(2)
$
1,081,830.07 Class
PT2-I-IO-24
N/A
N/A
Class PT2-I-24B
(3)
$
1,081,830.07
N/A
N/A
N/A
Class PT2-I-25A
(2)
$
1,042,101.58 Class
PT2-I-IO-25
N/A
N/A
Class PT2-I-25B
(3)
$
1,042,101.58
N/A
N/A
N/A
Class PT2-I-26A
(2)
$
1,003,838.09 Class
PT2-I-IO-26
N/A
N/A
Class PT2-I-26B
(3)
$
1,003,838.09
N/A
N/A
N/A
Class PT2-I-27A
(2)
$ 966,985.26
Class PT2-I-IO-27
N/A
N/A
Class PT2-I-27B
(3)
$ 966,985.26
N/A
N/A
N/A
Class PT2-I-28A
(2)
$ 931,530.79
Class PT2-I-IO-28
N/A
N/A
Class PT2-I-28B
(3)
$ 931,530.79
N/A
N/A
N/A
Class PT2-I-29A
(2)
$ 897,538.47
Class PT2-I-IO-29
N/A
N/A
Class PT2-I-29B
(3)
$ 897,538.47
N/A
N/A
N/A
Class PT2-I-30A
(2)
$ 864,591.29
Class PT2-I-IO-30
N/A
N/A
Class PT2-I-30B
(3)
$ 864,591.29
N/A
N/A
N/A
Class PT2-I-31A
(2)
$ 832,858.13
Class PT2-I-IO-31
N/A
N/A
Class PT2-I-31B
(3)
$ 832,858.13
N/A
N/A
N/A
Class PT2-I-32A
(2)
$ 802,293.98
Class PT2-I-IO-32
N/A
N/A
Class PT2-I-32B
(3)
$ 802,293.98
N/A
N/A
N/A
Class PT2-I-33A
(2)
$
1,587,500.21 Class
PT2-I-IO-33
N/A
N/A
Class PT2-I-33B
(3)
$
1,587,500.21
N/A
N/A
N/A
Class PT2-I-34A
(2)
$
3,047,302.49 Class
PT2-I-IO-34
N/A
N/A
Class PT2-I-34B
(3)
$
3,047,302.49
N/A
N/A
N/A
Class PT2-I-35A
(2)
$ 577,132.63
Class PT2-I-IO-35
N/A
N/A
Class PT2-I-35B
(3)
$ 577,132.63
N/A
N/A
N/A
Class PT2-I-36A
(2)
$ 557,108.95
Class PT2-I-IO-36
N/A
N/A
Class PT2-I-36B
(3)
$ 557,108.95
N/A
N/A
N/A
Class PT2-I-37A
(2)
$ 537,771.95
Class PT2-I-IO-37
N/A
N/A
Class PT2-I-37B
(3)
$ 537,771.95
N/A
N/A
N/A
Class PT2-I-38A
(2)
$ 519,098.30
Class PT2-I-IO-38
N/A
N/A
Class PT2-I-38B
(3)
$ 519,098.30
N/A
N/A
N/A
Class PT2-I-39A
(2)
$ 501,065.61
Class PT2-I-IO-39
N/A
N/A
Class PT2-I-39B
(3)
$ 501,065.61
N/A
N/A
N/A
Class PT2-I-40A
(2)
$ 483,655.66
Class PT2-I-IO-40
N/A
N/A
Class PT2-I-40B
(3)
$ 483,655.66
N/A
N/A
N/A
Class PT2-I-41A
(2)
$ 466,848.11
Class PT2-I-IO-41
N/A
N/A
Class PT2-I-41B
(3)
$ 466,848.11
N/A
N/A
N/A
Class PT2-I-42A
(2)
$ 450,609.87
Class PT2-I-IO-42
N/A
N/A
Class PT2-I-42B
(3)
$ 450,609.87
N/A
N/A
N/A
Class PT2-I-43A
(2)
$ 434,930.03
Class PT2-I-IO-43
N/A
N/A
Class PT2-I-43B
(3)
$ 434,930.03
N/A
N/A
N/A
Class PT2-I-44A
(2)
$ 419,789.61
Class PT2-I-IO-44
N/A
N/A
Class PT2-I-44B
(3)
$ 419,789.61
N/A
N/A
N/A
Class PT2-I-45A
(2)
$ 405,170.30
Class PT2-I-IO-45
N/A
N/A
Class PT2-I-45B
(3)
$ 405,170.30
N/A
N/A
N/A
Class PT2-I-46A
(2)
$ 391,055.04
Class PT2-I-IO-46
N/A
N/A
Class PT2-I-46B
(3)
$
391,055.04
N/A
N/A
N/A
Class PT2-I-47A
(2)
$ 377,426.62
Class PT2-I-IO-47
N/A
N/A
Class PT2-I-47B
(3)
$ 377,426.62
N/A
N/A
N/A
Class PT2-I-48A
(2)
$ 364,266.57
Class PT2-I-IO-48
N/A
N/A
Class PT2-I-48B
(3)
$ 364,266.57
N/A
N/A
N/A
Class PT2-I-49A
(2)
$ 351,560.32
Class PT2-I-IO-49
N/A
N/A
Class PT2-I-49B
(3)
$ 351,560.32
N/A
N/A
N/A
Class PT2-I-50A
(2)
$ 339,292.33
Class PT2-I-IO-50
N/A
N/A
Class PT2-I-50B
(3)
$ 339,292.33
N/A
N/A
N/A
Class PT2-I-51A
(2)
$ 327,447.74
Class PT2-I-IO-51
N/A
N/A
Class PT2-I-51B
(3)
$ 327,447.74
N/A
N/A
N/A
Class PT2-I-52A
(2)
$ 316,012.06
Class PT2-I-IO-52
N/A
N/A
Class PT2-I-52B
(3)
$ 316,012.06
N/A
N/A
N/A
Class PT2-I-53A
(2)
$ 304,971.36
Class PT2-I-IO-53
N/A
N/A
Class PT2-I-53B
(3)
$ 304,971.36
N/A
N/A
N/A
Class PT2-I-54A
(2)
$ 294,311.85
Class PT2-I-IO-54
N/A
N/A
Class PT2-I-54B
(3)
$ 294,311.85
N/A
N/A
N/A
Class PT2-I-55A
(2)
$
8,030,059.41 Class
PT2-I-IO-55
N/A
N/A
Class PT2-I-55B
(3)
$
8,030,059.41
N/A
N/A
N/A
Class PT2-I-IO-2
(4)
(4)
N/A
Class
PT1-I-2A
January 2006
Class PT2-I-IO-3
(4)
(4)
N/A
Class PT1-I-3A
February 2006
Class PT2-I-IO-4
(4)
(4)
N/A
Class PT1-I-4A
March 2006
Class PT2-I-IO-5
(4)
(4)
N/A
Class PT1-I-5A
April 2006
Class PT2-I-IO-6
(4)
(4)
N/A
Class PT1-I-6A
May 2006
Class PT2-I-IO-7
(4)
(4)
N/A
Class PT1-I-7A
June 2006
Class PT2-I-IO-8
(4)
(4)
N/A
Class PT1-I-8A
July
2006
Class PT2-I-IO-9
(4)
(4)
N/A
Class PT1-I-9A
August 2006
Class PT2-I-IO-10
(4)
(4)
N/A
Class PT1-I-10A
September 2006
Class PT2-I-IO-11
(4)
(4)
N/A
Class PT1-I-11A
October 2006
Class PT2-I-IO-12
(4)
(4)
N/A
Class PT1-I-12A
November 2006
Class PT2-I-IO-13
(4)
(4)
N/A
Class PT1-I-13A
December 2006
Class PT2-I-IO-14
(4)
(4)
N/A
Class PT1-I-14A
January 2007
Class PT2-I-IO-15
(4)
(4)
N/A
Class PT1-I-15A
February 2007
Class PT2-I-IO-16
(4)
(4)
N/A
Class PT1-I-16A
March 2007
Class PT2-I-IO-17
(4)
(4)
N/A
Class PT1-I-17A
April 2007
Class PT2-I-IO-18
(4)
(4)
N/A
Class PT1-I-18A
May 2007
Class PT2-I-IO-19
(4)
(4)
N/A
Class PT1-I-19A
June 2007
Class PT2-I-IO-20
(4)
(4)
N/A
Class PT1-I-20A
July 2007
Class PT2-I-IO-21
(4)
(4)
N/A
Class PT1-I-21A
August 2007
Class PT2-I-IO-22
(4)
(4)
N/A
Class PT1-I-22A
September 2007
Class PT2-I-IO-23
(4)
(4)
N/A
Class PT1-I-23A
October 2007
Class PT2-I-IO-24
(4)
(4)
N/A
Class PT1-I-24A
November 2007
Class PT2-I-IO-25
(4)
(4)
N/A
Class PT1-I-25A
December 2007
Class PT2-I-IO-26
(4)
(4)
N/A
Class PT1-I-26A
January 2008
Class PT2-I-IO-27
(4)
(4)
N/A
Class PT1-I-27A
February 2008
Class PT2-I-IO-28
(4)
(4)
N/A
Class PT1-I-28A
March 2008
Class PT2-I-IO-29
(4)
(4)
N/A
Class PT1-I-29A
April 2008
Class PT2-I-IO-30
(4)
(4)
N/A
Class PT1-I-30A
May 2008
Class PT2-I-IO-31
(4)
(4)
N/A
Class PT1-I-31A
June 2008
Class PT2-I-IO-32
(4)
(4)
N/A
Class PT1-I-32A
July 2008
Class PT2-I-IO-33
(4)
(4)
N/A
Class PT1-I-33A
August 2008
Class PT2-I-IO-34
(4)
(4)
N/A
Class PT1-I-34A
September 2008
Class PT2-I-IO-35
(4)
(4)
N/A
Class
PT1-I-35A
October 2008
Class PT2-I-IO-36
(4)
(4)
N/A
Class PT1-I-36A
November 2008
Class PT2-I-IO-37
(4)
(4)
N/A
Class PT1-I-37A
December 2008
Class PT2-I-IO-38
(4)
(4)
N/A
Class PT1-I-38A
January 2009
Class PT2-I-IO-39
(4)
(4)
N/A
Class PT1-I-39A
February 2009
Class PT2-I-IO-40
(4)
(4)
N/A
Class PT1-I-40A
March 2009
Class PT2-I-IO-41
(4)
(4)
N/A
Class PT1-I-41A
April 2009
Class PT2-I-IO-42
(4)
(4)
N/A
Class PT1-I-42A
May 2009
Class PT2-I-IO-43
(4)
(4)
N/A
Class PT1-I-43A
June
2009
Class PT2-I-IO-44
(4)
(4)
N/A
Class PT1-I-44A
July 2009
Class PT2-I-IO-45
(4)
(4)
N/A
Class PT1-I-45A
August 2009
Class PT2-I-IO-46
(4)
(4)
N/A
Class PT1-I-46A
September 2009
Class PT2-I-IO-47
(4)
(4)
N/A
Class PT1-I-47A
October 2009
Class PT2-I-IO-48
(4)
(4)
N/A
Class PT1-I-48A
November 2009
Class PT2-I-IO-49
(4)
(4)
N/A
Class PT1-I-49A
December 2009
Class PT2-I-IO-50
(4)
(4)
N/A
Class PT1-I-50A
January 2010
Class PT2-I-IO-51
(4)
(4)
N/A
Class PT1-I-51A
February 2010
Class PT2-I-IO-52
(4)
(4)
N/A
Class PT1-I-52A
March 2010
Class PT2-I-IO-53
(4)
(4)
N/A
Class PT1-I-53A
April 2010
Class PT2-I-IO-54
(4)
(4)
N/A
Class PT1-I-54A
May 2010
Class PT2-I-IO-55
(4)
(4)
N/A
Class PT1-I-55A
June 2010
Class PT2-II-1
(5)
$ 38,429,602.02
N/A
N/A
N/A
Class PT2-II-2A
(6)
$ 15,118,107.79
Class PT2-II-IO-2
N/A
N/A
Class PT2-II-2B
(7)
$ 15,118,107.79
N/A
N/A
N/A
Class PT2-II-3A
(6)
$ 14,445,985.81
Class PT2-II-IO-3
N/A
N/A
Class PT2-II-3B
(7)
$ 14,445,985.81
N/A
N/A
N/A
Class PT2-II-4A
(6)
$ 14,299,385.87
Class PT2-II-IO-4
N/A
N/A
Class PT2-II-4B
(7)
$ 14,299,385.87
N/A
N/A
N/A
Class PT2-II-5A
(6)
$ 13,487,662.41
Class PT2-II-IO-5
N/A
N/A
Class PT2-II-5B
(7)
$ 13,487,662.41
N/A
N/A
N/A
Class PT2-II-6A
(6)
$ 13,050,607.91
Class PT2-II-IO-6
N/A
N/A
Class PT2-II-6B
(7)
$ 13,050,607.91
N/A
N/A
N/A
Class PT2-II-7A
(6)
$ 12,633,682.08
Class PT2-II-IO-7
N/A
N/A
Class PT2-II-7B
(7)
$ 12,633,682.08
N/A
N/A
N/A
Class PT2-II-8A
(6)
$ 12,235,189.67
Class PT2-II-IO-8
N/A
N/A
Class PT2-II-8B
(7)
$ 12,235,189.67
N/A
N/A
N/A
Class PT2-II-9A
(6)
$
11,853,504.79
Class PT2-II-IO-9
N/A
N/A
Class PT2-II-9B
(7)
$ 11,853,504.79
N/A
N/A
N/A
Class PT2-II-10A
(6)
$ 11,487,024.45
Class PT2-II-IO-10
N/A
N/A
Class PT2-II-10B
(7)
$ 11,487,024.45
N/A
N/A
N/A
Class PT2-II-11A
(6)
$ 11,134,326.97
Class PT2-II-IO-11
N/A
N/A
Class PT2-II-11B
(7)
$ 11,134,326.97
N/A
N/A
N/A
Class PT2-II-12A
(6)
$ 10,793,967.15
Class PT2-II-IO-12
N/A
N/A
Class PT2-II-12B
(7)
$ 10,793,967.15
N/A
N/A
N/A
Class PT2-II-13A
(6)
$ 10,464,445.50
Class PT2-II-IO-13
N/A
N/A
Class PT2-II-13B
(7)
$ 10,464,445.50
N/A
N/A
N/A
Class PT2-II-14A
(6)
$ 10,059,071.59
Class PT2-II-IO-14
N/A
N/A
Class PT2-II-14B
(7)
$ 10,059,071.59
N/A
N/A
N/A
Class PT2-II-15A
(6)
$
9,626,339.78 Class
PT2-II-IO-15
N/A
N/A
Class PT2-II-15B
(7)
$
9,626,339.78
N/A
N/A
N/A
Class PT2-II-16A
(6)
$
9,212,331.64 Class
PT2-II-IO-16
N/A
N/A
Class PT2-II-16B
(7)
$
9,212,331.64
N/A
N/A
N/A
Class PT2-II-17A
(6)
$
8,816,234.03 Class
PT2-II-IO-17
N/A
N/A
Class PT2-II-17B
(7)
$
8,816,234.03
N/A
N/A
N/A
Class PT2-II-18A
(6)
$
8,437,265.88 Class
PT2-II-IO-18
N/A
N/A
Class PT2-II-18B
(7)
$
8,437,265.88
N/A
N/A
N/A
Class PT2-II-19A
(6)
$
8,074,683.82 Class
PT2-II-IO-19
N/A
N/A
Class PT2-II-19B
(7)
$
8,074,683.82
N/A
N/A
N/A
Class PT2-II-20A
(6)
$
7,838,210.30 Class
PT2-II-IO-20
N/A
N/A
Class PT2-II-20B
(7)
$
7,838,210.30
N/A
N/A
N/A
Class PT2-II-21A
(6)
$ 19,052,397.16
Class PT2-II-IO-21
N/A
N/A
Class PT2-II-21B
(7)
$ 19,052,397.16
N/A
N/A
N/A
Class PT2-II-22A
(6)
$ 109,239,143.11
Class PT2-II-IO-22
N/A
N/A
Class PT2-II-22B
(7)
$ 109,239,143.11
N/A
N/A
N/A
Class PT2-II-23A
(6)
$
1,648,458.71 Class
PT2-II-IO-23
N/A
N/A
Class PT2-II-23B
(7)
$
1,648,458.71
N/A
N/A
N/A
Class PT2-II-24A
(6)
$
1,587,911.88 Class
PT2-II-IO-24
N/A
N/A
Class PT2-II-24B
(7)
$
1,587,911.88
N/A
N/A
N/A
Class PT2-II-25A
(6)
$
1,529,598.32 Class
PT2-II-IO-25
N/A
N/A
Class PT2-II-25B
(7)
$
1,529,598.32
N/A
N/A
N/A
Class PT2-II-26A
(6)
$
1,473,435.11 Class
PT2-II-IO-26 N/A
N/A
Class PT2-II-26B
(7)
$
1,473,435.11
N/A
N/A
N/A
Class PT2-II-27A
(6)
$
1,419,342.49 Class
PT2-II-IO-27
N/A
N/A
Class PT2-II-27B
(7)
$
1,419,342.49
N/A
N/A
N/A
Class PT2-II-28A
(6)
$
1,367,302.36 Class
PT2-II-IO-28
N/A
N/A
Class PT2-II-28B
(7)
$
1,367,302.36
N/A
N/A
N/A
Class PT2-II-29A
(6)
$
1,317,408.38 Class
PT2-II-IO-29
N/A
N/A
Class PT2-II-29B
(7)
$
1,317,408.38
N/A
N/A
N/A
Class PT2-II-30A
(6)
$
1,269,048.46 Class
PT2-II-IO-30
N/A
N/A
Class PT2-II-30B
(7)
$ 1,269,048.46
N/A
N/A
N/A
Class PT2-II-31A
(6)
$
1,222,470.47 Class
PT2-II-IO-31
N/A
N/A
Class PT2-II-31B
(7)
$
1,222,470.47
N/A
N/A
N/A
Class PT2-II-32A
(6)
$
1,177,608.37 Class
PT2-II-IO-32
N/A
N/A
Class PT2-II-32B
(7)
$
1,177,608.37
N/A
N/A
N/A
Class PT2-II-33A
(6)
$
2,330,135.29 Class
PT2-II-IO-33
N/A
N/A
Class PT2-II-33B
(7)
$
2,330,135.29
N/A
N/A
N/A
Class PT2-II-34A
(6)
$
4,472,835.36 Class
PT2-II-IO-34
N/A
N/A
Class PT2-II-34B
(7)
$
4,472,835.36
N/A
N/A
N/A
Class PT2-II-35A
(6)
$ 847,116.17
Class PT2-II-IO-35
N/A
N/A
Class PT2-II-35B
(7)
$ 847,116.17
N/A
N/A
N/A
Class PT2-II-36A
(6)
$ 817,725.40
Class PT2-II-IO-36
N/A
N/A
Class PT2-II-36B
(7)
$ 817,725.40
N/A
N/A
N/A
Class PT2-II-37A
(6)
$ 789,342.50
Class PT2-II-IO-37
N/A
N/A
Class PT2-II-37B
(7)
$ 789,342.50
N/A
N/A
N/A
Class PT2-II-38A
(6)
$
761,933.30
Class PT2-II-IO-38
N/A
N/A
Class PT2-II-38B
(7)
$ 761,933.30
N/A
N/A
N/A
Class PT2-II-39A
(6)
$ 735,464.89
Class PT2-II-IO-39
N/A
N/A
Class PT2-II-39B
(7)
$ 735,464.89
N/A
N/A
N/A
Class PT2-II-40A
(6)
$ 709,910.54
Class PT2-II-IO-40
N/A
N/A
Class PT2-II-40B
(7)
$ 709,910.54
N/A
N/A
N/A
Class PT2-II-41A
(6)
$ 685,240.39
Class PT2-II-IO-41
N/A
N/A
Class PT2-II-41B
(7)
$ 685,240.39
N/A
N/A
N/A
Class PT2-II-42A
(6)
$ 661,405.88
Class PT2-II-IO-42
N/A
N/A
Class PT2-II-42B
(7)
$ 661,405.88
N/A
N/A
N/A
Class PT2-II-43A
(6)
$ 638,390.97
Class PT2-II-IO-43
N/A
N/A
Class PT2-II-43B
(7)
$ 638,390.97
N/A
N/A
N/A
Class PT2-II-44A
(6)
$ 616,167.84
Class PT2-II-IO-44
N/A
N/A
Class PT2-II-44B
(7)
$
616,167.84
N/A
N/A
N/A
Class PT2-II-45A
(6)
$ 594,709.60
Class PT2-II-IO-45
N/A
N/A
Class PT2-II-45B
(7)
$ 594,709.60
N/A
N/A
N/A
Class PT2-II-46A
(6)
$ 573,991.21
Class PT2-II-IO-46
N/A
N/A
Class PT2-II-46B
(7)
$ 573,991.21
N/A
N/A
N/A
Class PT2-II-47A
(6)
$ 553,987.38
Class PT2-II-IO-47
N/A
N/A
Class PT2-II-47B
(7)
$ 553,987.38
N/A
N/A
N/A
Class PT2-II-48A
(6)
$ 534,671.03
Class PT2-II-IO-48
N/A
N/A
Class PT2-II-48B
(7)
$ 534,671.03
N/A
N/A
N/A
Class PT2-II-49A
(6)
$ 516,020.78
Class PT2-II-IO-49
N/A
N/A
Class PT2-II-49B
(7)
$ 516,020.78
N/A
N/A
N/A
Class PT2-II-50A
(6)
$ 498,013.82
Class PT2-II-IO-50
N/A
N/A
Class PT2-II-50B
(7)
$ 498,013.82
N/A
N/A
N/A
Class PT2-II-51A
(6)
$ 480,628.31
Class PT2-II-IO-51
N/A
N/A
Class PT2-II-51B
(7)
$ 480,628.31
N/A
N/A
N/A
Class PT2-II-52A
(6)
$ 463,842.99
Class PT2-II-IO-52
N/A
N/A
Class PT2-II-52B
(7)
$ 463,842.99
N/A
N/A
N/A
Class PT2-II-53A
(6)
$ 447,637.44
Class PT2-II-IO-53
N/A
N/A
Class PT2-II-53B
(7)
$ 447,637.44
N/A
N/A
N/A
Class PT2-II-54A
(6)
$ 431,991.40
Class PT2-II-IO-54
N/A
N/A
Class PT2-II-54B
(7)
$ 431,991.40
N/A
N/A
N/A
Class PT2-II-55A
(6)
$ 11,786,533.79
Class PT2-II-IO-55
N/A
N/A
Class PT2-II-55B
(7)
$ 11,786,533.79
N/A
N/A
N/A
Class PT2-II-IO-2
(4)
(4)
N/A
Class PT1-II-2A
January 2006
Class PT2-II-IO-3
(4)
(4)
N/A
Class PT1-II-3A
February 2006
Class PT2-II-IO-4
(4)
(4)
N/A
Class PT1-II-4A
March 2006
Class PT2-II-IO-5
(4)
(4)
N/A
Class PT1-II-5A
April 2006
Class PT2-II-IO-6
(4)
(4)
N/A
Class PT1-II-6A
May 2006
Class PT2-II-IO-7
(4)
(4)
N/A
Class PT1-II-7A
June 2006
Class PT2-II-IO-8
(4)
(4)
N/A
Class PT1-II-8A
July 2006
Class PT2-II-IO-9
(4)
(4)
N/A
Class PT1-II-9A
August 2006
Class PT2-II-IO-10
(4)
(4)
N/A
Class PT1-II-10A
September 2006
Class PT2-II-IO-11
(4)
(4)
N/A
Class PT1-II-11A
October 2006
Class PT2-II-IO-12
(4)
(4)
N/A
Class PT1-II-12A
December 2006
Class PT2-II-IO-13
(4)
(4)
N/A
Class PT1-II-13A
January 2006
Class PT2-II-IO-14
(4)
(4)
N/A
Class PT1-II-14A
January 2007
Class PT2-II-IO-15
(4)
(4)
N/A
Class PT1-II-15A
February 2007
Class PT2-II-IO-16
(4)
(4)
N/A
Class PT1-II-16A
March 2007
Class PT2-II-IO-17
(4)
(4)
N/A
Class PT1-II-17A
April 2007
Class PT2-II-IO-18
(4)
(4)
N/A
Class PT1-II-18A
May 2007
Class PT2-II-IO-19
(4)
(4)
N/A
Class PT1-II-19A
June 2007
Class PT2-II-IO-20
(4)
(4)
N/A
Class PT1-II-20A
July 2007
Class PT2-II-IO-21
(4)
(4)
N/A
Class PT1-II-21A
August 2007
Class PT2-II-IO-22
(4)
(4)
N/A
Class PT1-II-22A
September 2007
Class PT2-II-IO-23
(4)
(4)
N/A
Class PT1-II-23A
October 2007
Class PT2-II-IO-24
(4)
(4)
N/A
Class PT1-II-24A
December 2007
Class PT2-II-IO-25
(4)
(4)
N/A
Class PT1-II-25A
January 2007
Class PT2-II-IO-26
(4)
(4)
N/A
Class PT1-II-26A
January 2008
Class PT2-II-IO-27
(4)
(4)
N/A
Class PT1-II-27A
February 2008
Class PT2-II-IO-28
(4)
(4)
N/A
Class PT1-II-28A
March 2008
Class PT2-II-IO-29
(4)
(4)
N/A
Class PT1-II-29A
April 2008
Class PT2-II-IO-30
(4)
(4)
N/A
Class PT1-II-30A
May 2008
Class PT2-II-IO-31
(4)
(4)
N/A
Class PT1-II-31A
June 2008
Class PT2-II-IO-32
(4)
(4)
N/A
Class PT1-II-32A
July 2008
Class PT2-II-IO-33
(4)
(4)
N/A
Class PT1-II-33A
August 2008
Class PT2-II-IO-34
(4)
(4)
N/A
Class PT1-II-34A
September 2008
Class PT2-II-IO-35
(4)
(4)
N/A
Class PT1-II-35A
October 2008
Class PT2-II-IO-36
(4)
(4)
N/A
Class PT1-II-36A
December 2008
Class PT2-II-IO-37
(4)
(4)
N/A
Class PT1-II-37A
January 2008
Class PT2-II-IO-38
(4)
(4)
N/A
Class PT1-II-38A
January 2009
Class PT2-II-IO-39
(4)
(4)
N/A
Class PT1-II-39A
February 2009
Class PT2-II-IO-40
(4)
(4)
N/A
Class PT1-II-40A
March 2009
Class PT2-II-IO-41
(4)
(4)
N/A
Class PT1-II-41A
April 2009
Class PT2-II-IO-42
(4)
(4)
N/A
Class PT1-II-42A
May 2009
Class PT2-II-IO-43
(4)
(4)
N/A
Class PT1-II-43A
June 2009
Class PT2-II-IO-44
(4)
(4)
N/A
Class PT1-II-44A
July 2009
Class PT2-II-IO-45
(4)
(4)
N/A
Class PT1-II-45A
August 2009
Class PT2-II-IO-46
(4)
(4)
N/A
Class PT1-II-46A
September 2009
Class PT2-II-IO-47
(4)
(4)
N/A
Class PT1-II-47A
October 2009
Class PT2-II-IO-48
(4)
(4)
N/A
Class PT1-II-48A
December 2009
Class PT2-II-IO-49
(4)
(4)
N/A
Class PT1-II-49A
January 2009
Class PT2-II-IO-50
(4)
(4)
N/A
Class PT1-II-50A
January 2010
Class PT2-II-IO-51
(4)
(4)
N/A
Class PT1-II-51A
February 2010
Class PT2-II-IO-52
(4)
(4)
N/A
Class PT1-II-52A
March 2010
Class PT2-II-IO-53
(4)
(4)
N/A
Class PT1-II-53A
April 2010
Class PT2-II-IO-54
(4)
(4)
N/A
Class PT1-II-54A
May 2010
Class PT2-II-IO-55
(4)
(4)
N/A
Class PT1-II-55A
June 2010
Class PT2-R
(8)
(4)
N/A
N/A
N/A
</TABLE>
------------------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group I WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group I and having an "A" in
their
class designation, provided that, on each Distribution Date on
which
interest
is distributable on the Corresponding Pooling-Tier REMIC-2 IO
Interest,
this Pooling-Tier REMIC-2 Regular Interest shall bear interest
at a per
annum rate equal to Swap LIBOR subject to a maximum rate equal
to
the weighted average
of the Pooling-Tier REMIC-1 Interest Rates on the
Pooling-Tier REMIC-1 Regular Interests relating to Loan Group I and
having
an "A" in
their class designation.
(3) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1 Regular
Interests relating to Loan Group I and having a "B" in
their
class designation.
(4) Each
Pooling-Tier REMIC-2 IO is an interest-only interest and does
not
have a
principal balance but has a notional balance ("Pooling-Tier
REMIC-2
IO
Notional Balance") equal to the Pooling-Tier REMIC-2 Principal
Amount
of the
Corresponding Pooling-Tier REMIC-1 Regular Interest. From the
Closing
Date through and including the Corresponding Actual Crossover
Distribution Date, each Pooling-Tier REMIC-2 IO Interest shall be
entitled
to receive
interest that accrues on the Corresponding Pooling-Tier REMIC-1
Regular
Interest at a rate equal to the excess, if any, of (i) the
Pooling-Tier REMIC-1 Interest Rate for the Corresponding
Pooling-Tier
REMIC-1
Regular Interest over (ii) Swap LIBOR. After the Corresponding
Actual
Crossover Distribution Date, the Pooling-Tier REMIC-2 IO
Interest
shall not
accrue interest.
(5) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group II WAC Rate.
(6) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to the Group II Mortgage Loans and
having an
"A" in their class designation, provided that, on each
Distribution Date on which interest is distributable on the
Corresponding
Pooling-Tier REMIC-2 IO Interest, this Pooling-Tier REMIC-2
Regular
Interest
shall bear interest at a per annum rate equal to Swap LIBOR
subject to
a maximum rate equal to the weighted average of the
Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier REMIC-1
Regular
Interests
relating to Loan Group II and having an "A" in their class
designation.
(7) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group II and having a "B" in
their
class designation.
(8) The Class
PT2-R Interest shall not have a principal balance and shall not
bear
interest.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans from the related Loan Group for such
Distribution Date shall
be distributed to the Pooling-Tier REMIC-2 Regular Interests at the
Pooling-Tier
REMIC-2 Interest Rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group I Mortgage Loans
shall be
allocated to the then outstanding Pooling-Tier REMIC-2 Regular
Interests (other
than the Pooling-Tier REMIC-2 IO Interests) relating to the Group I
Mortgage
Loans with the lowest numerical denomination until the Pooling-Tier
REMIC-2
Principal Amount of such interest is reduced to zero, provided
that, for
Pooling-Tier REMIC-2 Regular Interests relating to the Group I
Mortgage Loans
with the same numerical denomination, such Realized Losses,
Subsequent
Recoveries and payments of principal shall be allocated pro rata
between such
Pooling-Tier REMIC-2 Regular Interests, until the Pooling-Tier
REMIC-2 Principal
Amount of such interest is reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group II Mortgage Loans
shall be
allocated to the then outstanding Pooling-Tier REMIC-2 Regular
Interests (other
than the Pooling-Tier REMIC-2 IO Interests) relating to Loan Group
II with the
lowest numerical denomination until the Pooling-Tier REMIC-2
Principal Amount of
such interest is reduced to zero, provided that, for Pooling-Tier
REMIC-2
Regular Interests relating to the Group II Mortgage Loans with the
same
numerical denomination, such Realized Losses and payments of
principal shall be
allocated pro rata between such Pooling-Tier REMIC-2 Regular
Interests, until
the Pooling-Tier REMIC-2 Principal Amount of such interest is
reduced to zero.
Lower-Tier REMIC
The Lower-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class LT-R Interest, is hereby
designated as a
regular interest in the Lower-Tier REMIC. The Class LT-R Interest
is hereby
designated as the sole class of residual interest in the Lower-Tier
REMIC and
shall be represented by the Class R Certificates.
<TABLE>
<CAPTION>
Corresponding
Upper-Tier
Lower-Tier REMIC Lower-Tier Interest
Initial Lower-Tier Principal
REMIC Regular
Interest
Interest Rate
Amount
Interest
----------------- -------------------
----------------------------------------- -------------
<S>
<C>
<C>
<C>
Class LT-A-1
(1)
1/2 initial Class Certificate Balance of
A-1
Corresponding Upper-Tier Regular Interest
Class LT-A-2a
(1)
1/2 initial Class Certificate Balance of
A-2a
Corresponding Upper-Tier Regular Interest
Class LT-A-2b
(1)
1/2 initial Class Certificate Balance of
A-2b
Corresponding Upper-Tier Regular Interest
Class LT-A-2c
(1)
1/2 initial Class Certificate Balance of
A-2c
Corresponding Upper-Tier Regular Interest
Class LT-M-1
(1)
1/2 initial Class Certificate Balance of
M-1
Corresponding Upper-Tier Regular Interest
Class LT-M-2
(1)
1/2 initial Class Certificate Balance of
M-2
Corresponding Upper-Tier Regular Interest
Class LT-M-3
(1)
1/2 initial Class Certificate Balance of
M-3
Corresponding Upper-Tier Regular Interest
Class LT-M-4
(1)
1/2 initial Class Certificate Balance of
M-4
Corresponding Upper-Tier Regular Interest
Class LT-M-5
(1)
1/2 initial Class Certificate Balance of
M-5
Corresponding Upper-Tier Regular Interest
Class LT-M-6
(1)
1/2 initial Class Certificate Balance of
M-6
Corresponding Upper-Tier Regular Interest
Class LT-B-1
(1)
1/2 initial Class Certificate Balance of
B-1
Corresponding Upper-Tier Regular Interest
Class LT-B-2
(1)
1/2 initial Class Certificate Balance of
B-2
Corresponding Upper-Tier Regular Interest
Class LT-B-3
(1)
1/2 initial Class Certificate Balance of
B-3
Corresponding Upper-Tier Regular Interest
Class LT-Accrual
(1)
1/2 Pool Stated Principal Balance plus
N/A
1/2 Subordinated Amount, less the
aggregate initial Lower-Tier Principal
Amount of Class LT-Group I and Class LT
Group II
Class LT-Group I
(2)
0.001% aggregate Stated Principal Balance
N/A
of Group I Mortgage Loans(4)
Class LT-Group II
(3)
0.001% aggregate Stated Principal Balance
N/A
of Group II Mortgage Loans(4)
Class LT-IO
(5)
(5)
N/A
Class LT-R
(6)
(6)
N/A
</TABLE>
----------
(1) The interest
rate with respect to any Distribution Date for these
interests
is a per annum variable rate equal to the weighted average of
the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling-Tier REMIC-2 IO Interests).
(2) The interest
rate with respect to any Distribution Date for the Class
LT-Group I
Interest is a per annum variable rate (expressed as a
percentage
rounded to eight decimal places) equal to the weighted average
of the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling Tier REMIC-2 IO Interests)
relating
to the Group I Mortgage Loans.
(3) The interest
rate with respect to any Distribution Date for the Class
LT-Group
II Interest is a per annum variable rate (expressed as a
percentage
rounded to eight decimal places) equal to the weighted average
of the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling Tier REMIC-2 IO Interests)
relating
to the Group II Mortgage Loans.
(4) For all
Distribution Dates, the Lower-Tier Principal Amount of these
Lower-Tier
Regular Interests shall be rounded to eight decimal places.
(5) This
Lower-Tier Regular Interest is an interest-only interest and does
not
have a
Lower-Tier Principal Amount. On each Distribution Date, this
Lower-Tier
Regular Interest shall be entitled to receive all interest
distributable on the Pooling-Tier REMIC-2 IO Interests.
(6) The Class
LT-R Interest is the sole class of residual interest in the
Lower-Tier
REMIC and it does not have a principal amount or an interest
rate.
Each Lower-Tier Regular Interest is hereby designated as a
regular
interest in the Lower-Tier REMIC. The Class LT-A-1, Class LT-A-2a,
Class
LT-A-2b, Class LT-A-2c, Class LT-M-1, Class LT-M-2, Class LT-M-3,
Class LT-M-4,
Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class
LT-B-3
Interests are hereby designated the LT-Accretion Directed Classes
(the
"LT-Accretion Directed Classes").
On each Distribution Date, 50% of the increase in the
Subordinated
Amount shall be payable as a reduction of the Lower-Tier Principal
Amount of the
LT-Accretion Directed Classes (each such Class will be reduced by
an amount
equal to 50% of any increase in the Subordinated Amount that is
attributable to
a reduction in the Class Certificate Balance of its Corresponding
Class) and
shall be accrued and added to the Lower-Tier Principal Amount of
the Class
LT-Accrual Interest. On each Distribution Date, the increase in the
Lower-Tier
Principal Amount of the Class LT-Accrual Interest shall not exceed
interest
accruals for such Distribution Date for the Class LT-Accrual
Interest. In the
event that: (i) 50% of the increase in the Subordinated Amount
exceeds (ii)
interest accruals on the Class LT-Accrual Interest for such
Distribution Date,
the excess for such Distribution Date (accumulated with all such
excesses for
all prior Distribution Dates) will be added to any increase in the
Subordinated
Amount for purposes of determining the amount of interest accrual
on the Class
LT-Accrual Interest payable as principal on the LT-Accretion
Directed Classes on
the next Distribution Date pursuant to the first sentence of this
paragraph. All
payments of scheduled principal and prepayments of principal
generated by the
Mortgage Loans and all Subsequent Recoveries allocable to principal
shall be
allocated (i) 50% to the Class LT-Accrual Interest, the Class
LT-Group I
Interest and Class LT-Group II Interest (and further allocated
among these
Lower-Tier Regular Interests in the manner described below) and
(ii) 50% to the
LT-Accretion Directed Classes (such principal payments and
Subsequent Recoveries
shall be allocated among such LT-Accretion Directed Classes in an
amount equal
to 50% of the principal amounts and Subsequent Recoveries allocated
to their
respective Corresponding Classes), until paid in full.
Notwithstanding the
above, principal payments allocated to the Class X Interest that
result in the
reduction in the Subordinated Amount shall be allocated to the
Class LT-Accrual
Interest (until paid in full). Realized Losses shall be applied so
that after
all distributions have been made on each Distribution Date (i) the
Lower-Tier
Principal Amount of each of the LT-Accretion Directed Classes is
equal to 50% of
the Class Certificate Balance of their Corresponding Class, and
(ii) the Class
LT-Accrual Interest, the Class LT-Group I Interest and the Class
LT-Group II
Interest (and further allocated among these Lower-Tier Regular
Interests in the
manner described below) is equal to 50% of the aggregate Stated
Principal
Balance of the Mortgage Loans plus 50% of the Subordinated Amount.
Any increase
in the Class Certificate Balance of a Class of Offered Certificates
as a result
of a Subsequent Recovery shall increase the Lower-Tier Principal
Amount of the
Corresponding Lower-Tier Regular Interest by 50% of such increase,
and the
remaining 50% of such increase shall increase the Lower-Tier
Principal Amount of
the Class LT-Accrual Interest, the Class LT-Group I Interest and
the Class
LT-Group II Interest (such increase shall be further allocated
among such
Lower-Tier Regular Interests in the manner described below). As
among the Class
LT-Accrual Interest, the Class LT-Group I Interest and the Class
LT-Group II
Interest, all payments of scheduled principal and prepayments of
principal
generated by the Mortgage Loans, all Subsequent Recoveries and all
Realized
Losses, allocable to such Lower-Tier Regular Interests and all
increases in the
Lower-Tier Principal Amount of such Lower-Tier Regular Interests as
a result of
Subsequent Recoveries shall be allocated (i) to the Class LT-Group
I Interest
and the Class LT-Group II Interest, each from the related Loan
Group so that
their respective Lower-Tier Principal Amounts (computed to at least
eight
decimal places) are equal to 0.001% of the aggregate Stated
Principal Balance of
the Mortgage Loans in the related Loan Group and (ii) the remainder
to the Class
LT-Accrual Interest.
Upper-Tier REMIC
The Upper-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class UT-R Interest, is hereby
designated as a
regular interest in the Upper-Tier REMIC. The Class UT-R Interest
is hereby
designated as the sole class of residual interests in the
Upper-Tier REMIC and
shall be represented by the Class R Certificates.
Upper-Tier REMIC Upper-Tier
Initial Principal Corresponding Class
Interest
Interest Rate
Upper-Tier Amount of
Certificates
----------------
-------------
----------------- -------------------
Class A-1
(1)
$428,929,000
Class A-1
Class A-2a
(2)
$389,200,000
Class A-2a
Class A-2b
(2)
$140,720,000
Class A-2b
Class A-2c
(2)
$99,470,000
Class A-2c
Class M-1
(3)
$49,779,000
Class M-1
Class M-2
(3)
$45,688,000
Class M-2
Class M-3
(3)
$28,640,000
Class M-3
Class M-4
(3)
$23,184,000
Class M-4
Class M-5
(3)
$23,185,000
Class M-5
Class M-6
(3)
$20,457,000
Class M-6
Class B-1
(3)
$20,457,000
Class B-1
Class B-2
(3)
$17,730,000
Class B-2
Class B-3
(3)
$14,320,000
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 $62,054,302 but
will not
accrue interest on such balance but will accrue interest on a
notional
principal balance. As of any Distribution Date, the Class X
Interest shall
have a notional principal balance equal to the aggregate of
the
Lower-Tier Principal Amounts of the Lower-Tier Regular
Interests
(other
than the Class LT-IO Interest) as of the first day of the
related
Interest
Accrual Period. With respect to any Interest Accrual Period,
the
Class X
Interest shall bear interest at a rate equal to the excess, if
any, of
the Upper-Tier REMIC WAC Rate over the product of (i) 2 and
(ii)
the
weighted average of the Lower-Tier Interest Rates of the
Lower-Tier
REMIC
Interests (other than the Class LT-IO Interest), where the
Lower-Tier
Interest Rate on each of the Class LT-Accrual Interest, Class
LT-Group I
Interest and Class LT-Group II Interest is subject to a cap
equal to
zero and each LT-Accretion Directed Class is subject to a cap
equal to
the Upper-Tier Interest Rate on its Corresponding Class of
Upper-Tier
Regular Interest. With respect to any Distribution Date,
interest
that so accrues on the notional principal balance of the Class
X
Interest
shall be deferred in an amount equal to any increase in the
Subordinated Amount on such Distribution Date. Such deferred
interest
shall not
itself bear interest.
(6) The Class
UT-R Interest does not have an interest rate or a principal
balance.
On each Distribution Date, interest distributable in respect of
the
Lower-Tier Interests for such Distribution Date shall be deemed to
be
distributed on the interests in the Upper-Tier REMIC at the rates
shown above,
provided that the Class IO Interest shall be entitled to receive
interest before
any other interest in the Upper-Tier REMIC.
On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal shall be allocated to the
Upper-Tier
Interests until the outstanding principal balance of each such
interest equals
the outstanding Class Certificate Balance of the Corresponding
Class of
Certificates as of such Distribution Date.
The Certificates
Class Pass-Through Class Certificate
Class Designation
Rate
Balance
----------------- ------------------
-----------------
Class A-1
(1)
$428,929,000
Class A-2a
(2)
$389,200,000
Class A-2b
(3)
$140,720,000
Class A-2c
(4)
$99,470,000
Class M-1
(5)
$49,779,000
Class M-2
(5)
$45,688,000
Class M-3
(5)
$28,640,000
Class M-4
(5)
$23,184,000
Class M-5
(5)
$23,185,000
Class M-6
(5)
$20,457,000
Class B-1
(5)
$20,457,000
Class B-2
(5)
$17,730,000
Class B-3
(5)
$14,320,000
Class X
(6)
$0(6)
Class R
(7)
$0(7)
----------
(1) The Class
A-1 Interest will bear interest during each Interest Accrual
Period at
a per annum rate equal to (a) on or prior to the Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through
Margin,
(ii) the Loan Group I Cap and (iii) the WAC Cap or (b) after
the
Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through Margin, (ii) the Loan Group I Cap and (iii) the WAC
Cap.
(2) The Class
A-2a Interest will bear interest during each Interest Accrual
Period at
a per annum rate equal to (a) on or prior to the Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through
Margin,
(ii) the Loan Group II Cap and (iii) the WAC Cap or (b) after
the
Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through Margin, (ii) the Loan Group II Cap and (iii) the WAC
Cap.
(3) The Class
A-2b Interest will bear interest during each Interest Accrual
Period at
a per annum rate equal to (a) on or prior to the Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through
Margin, (ii) the Loan
Group II Cap and (iii) the WAC Cap or (b) after the
Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through Margin, (ii) the Loan Group II Cap and (iii) the WAC
Cap.
(4) The Class
A-2c Interest will bear interest during each Interest Accrual
Period at
a per annum rate equal to (a) on or prior to the Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through
Margin,
(ii) the Loan Group II Cap and (iii) the WAC Cap or (b) after
the
Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through Margin, (ii) the Loan Group II Cap and (iii) the WAC
Cap.
(5) The Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class B-1,
Class B-2 and Class B-3 Interests will bear interest during
each
Interest Accrual Period at a per annum rate equal to (a) on or
prior
to the
Optional Termination Date, the lesser of (i) LIBOR plus the
applicable
Pass-Through Margin, and (ii) the WAC Cap or (b) after the
Optional
Termination Date, the lesser of (i) LIBOR plus the applicable
Pass-Through Margin, and (ii) the WAC Cap.
(6) The Class X
Certificates will represent beneficial ownership of the Class
X
Interest, the Class IO Interest, the Interest Rate Swap Agreement,
the
right to
Class IO Shortfalls and amounts in the Excess Reserve Fund
Account
and the Swap Account, subject to the obligation to make
payments
from the
Excess Reserve Fund Account in respect of Basis Risk
CarryForward
Amounts
and amounts in the Swap Account subject to the obligation to
make
Net Swap
Payments and Basis Risk CarryForward Amounts. For federal
income
tax
purposes, the Trustee will treat a Class X Certificateholder's
obligation
to make payments from the Excess Reserve Fund Account or the
Swap
Account as payments made pursuant to an interest rate cap
contract
written by
the Class X Certificateholders in favor of each Class of LIBOR
Certificates. Such rights of the Class X Certificateholders and
LIBOR
Certificateholders shall be treated as held in a portion of the
Trust Fund
that is
treated as a grantor trust under subpart E, Part I of subchapter
J
of the
Code.
(7) The Class
UT-R Interest does not have an interest rate or a principal
balance.
(8) Each of
these Certificates will represent not only the ownership of the
Corresponding Class of Upper-Tier Regular Interest but also the
right to
receive
payments from the Excess Reserve Fund Account and the Swap
Account
in respect
of any Basis Risk CarryForward Amounts. Each of these
Certificates will also be subject to the obligation to pay Class
IO
Shortfalls
as described in Section 8.13. For federal income tax purposes,
any amount
distributed on the LIBOR Certificates on any such Distribution
Date in
excess of the amount distributable on their Corresponding Class
of
Upper-Tier
Regular Interest on such Distribution Date shall be treated as
having
been paid from the Excess Reserve Fund Account or the Swap
Account,
as
applicable, and any amount distributable on such Corresponding
Class of
Upper-Tier
Regular Interest on such Distribution Date in excess of the
amount
distributable on the LIBOR Certificates on such Distribution
Date
shall be
treated as having been paid to the Swap Account, all pursuant
to,
and as
further provided in, Section 8.13. For federal income tax
purposes,
the
Trustee will treat a Certificateholder's right to receive
payments
from the
Excess Reserve Fund Account or the Swap Account as payments
made
pursuant
to an interest rate cap contract written by the Class X
Certificateholders.
The minimum denomination for each Class of Certificates, other
than
the Class P, Class R and the Class X Certificates, will be $25,000
with integral
multiples of $1 in excess thereof. The minimum denomination for the
Class P and
the Class X Certificates will each be a 1% Percentage Interest in
such Class.
The Class R Certificate will represent a 100% Percentage Interest
in such Class.
It is expected that each Class of Certificates will receive its
final distribution of principal and interest on or prior to the
Final Scheduled
Distribution Date.
Set forth below are designations of Classes of Certificates to
the
categories used herein:
Book-Entry Certificates ......... All Classes of Certificates
other than the
Physical Certificates.
Class A Certificates ............ Class A-1, Class A-2a, Class
A-2b and Class
A-2c Certificates.
Delay Certificates .............. None.
ERISA-Restricted Certificates ... Class R Certificates, Class
P Certificates
and Class X Certificates; any certificate
with a rating below the lowest applicable
permitted
rating under the Underwriters'
Exemption.
LIBOR Certificates .............. Class A and Subordinated
Certificates.
Non-Delay Certificates .......... Class A, Class X and
Subordinated
Certificates.
Offered Certificates ............ LIBOR Certificates other
than the Class A-1
Certificates.
Physical Certificates ........... Class P, Class X and Class R
Certificates.
Private Certificates ............ Class A-1, Class P, Class X
and Class R
Certificates.
Rating Agencies ................. Fitch, Moody's and Standard
& Poor's.
Regular Certificates ............ All Classes of Certificates
other than the
Class P and Class R Certificates.
Residual Certificates ........... Class R Certificates.
Subordinated Certificates ....... Class M-1, Class M-2, Class
M-3, Class M-4,
Class M-5,
Class M-6, Class B-1, Class B-2
and Class B-3 Certificates.
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires, shall have the following
meanings:
Accepted Servicing Practices: With respect to any Mortgage
Loan,
those mortgage servicing practices set forth in Section 3.01(a) of
this
Agreement.
Account: Any of the Collection Accounts, the Distribution
Account,
any Escrow Account or the Excess Reserve Fund Account. Each Account
shall be an
Eligible Account.
Accrued Certificate Interest Distribution Amount: With respect
to
any Distribution Date for each Class of LIBOR Certificates, the
amount of
interest accrued during the related Interest Accrual Period at the
applicable
Pass-Through Rate on the related Class Certificate Balance
immediately prior to
such Distribution Date, as reduced by such Class's share of Net
Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for such
Distribution
Date allocated to such Class pursuant to Section 4.02.
Adjustable Rate Mortgage Loan: An adjustable rate Mortgage
Loan.
Adjusted Net Mortgage Rate: As to each Mortgage Loan and at any
time, the per annum rate equal to the Mortgage Rate less the
Expense Fee Rate.
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first
Due Date on which the related Mortgage Rate adjusts as set forth in
the related
Mortgage Note and each Due Date thereafter on which the Mortgage
Rate adjusts as
set forth in the related Mortgage Note.
Advance: Any P&I Advance or Servicing Advance.
Advance Facility: A financing or other facility as described in
Section 10.07.
Advancing Person: The Person to whom any Servicer's rights
under
this Agreement to be reimbursed for any P&I Advances or
Servicing Advances have
been assigned pursuant to Section 10.07.
Affiliate: With respect to any Person, any other Person
controlling,
controlled by or under common control with such first Person. For
the purposes
of this definition, "control" means the power to direct the
management and
policies of such Person, directly or indirectly, whether through
the ownership
of voting securities, by contract or otherwise; and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments
or supplements hereto.
Amount Held for Future Distribution: As to the Certificates on
any
Distribution Date, the aggregate amount held in each Collection
Account at the
close of business on the related Determination Date on account of
(i) Principal
Prepayments, Insurance Proceeds, Condemnation Proceeds and
Liquidation Proceeds
on the Mortgage Loans received after the end of the related
Prepayment Period
and (ii) all Scheduled Payments on the Mortgage Loans due after the
end of the
related Due Period.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate Class Certificate
Balance of the
LIBOR Certificates after distributions of principal on such
Distribution Date
exceeds the aggregate Stated Principal Balance of the Mortgage
Loans for such
Distribution Date.
Appraised Value: The value set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as the
value of the
Mortgaged Property.
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument in recordable form (other than
the assignee's
name and recording information not yet returned from the recording
office),
reflecting the sale of the Mortgage to the Trustee.
Available Funds: With respect to any Distribution Date and the
Mortgage Loans to the extent received by the Trustee (x) the sum of
(i) all
scheduled installments of interest (net of the related Expense
Fees) and
principal due on the Due Date on such Mortgage Loans in the related
Due Period
and received by the Servicers on or prior to the related
Determination Date,
together with any P&I Advances in respect thereof; (ii) all
Condemnation
Proceeds, Insurance Proceeds and Liquidation Proceeds received by
the Servicers
during the related Prepayment Period (in each case, net of
unreimbursed expenses
incurred in connection with a liquidation or foreclosure and
unreimbursed
Advances, if any); (iii) all partial or full prepayments on the
Mortgage Loans
received by the Servicers during the related Prepayment Period
together with all
Compensating Interest, if applicable, thereon (excluding any
Prepayment
Charges); (iv) all Substitution Adjustment Amounts with respect to
the
substitutions of Mortgage Loans that occur with respect to such
Distribution
Date; (v) amounts received with respect to such Distribution Date
as the
Repurchase Price in respect of a Mortgage Loan repurchased with
respect to such
Distribution Date; (vi) the proceeds received with respect to the
termination of
the Trust Fund pursuant to clause (a) of Section 9.01; and (vii)
the Closing
Date Deposit Amount; reduced by (y) amounts in reimbursement for
Advances
previously made with respect to the Mortgage Loans and other
amounts as to which
the Servicers, the Depositor, the Trustee or the Custodians are
entitled to be
paid or reimbursed pursuant to this Agreement.
Balloon Loan: Any Mortgage Loan that requires only payments of
interest until the stated maturity date of the Mortgage Loan or
Scheduled
Payments of principal which (not including the payment due on its
stated
maturity date) are based on an amortization schedule that would be
insufficient
to fully amortize the principal thereof by the stated maturity date
of the
Mortgage Loan.
Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the Principal Remittance
Amount for such
Distribution Date over (ii) the Excess Subordinated Amount, if any,
for such
Distribution Date.
Basis Risk CarryForward Amount: With respect to each Class of
Certificates, as of any Distribution Date, the sum of (A) if on
such
Distribution Date the Pass-Through Rate for any Class of LIBOR
Certificates is
based upon a Loan Group Cap or the WAC Cap, the excess of (i) the
Accrued
Certificate Interest Distribution Amount such Class of Certificates
would
otherwise be entitled to receive on such Distribution Date had such
Pass-Through
Rate not been subject to any Loan Group Cap or WAC Cap (that is,
had such rate
been calculated as the sum of LIBOR and the applicable Pass-Through
Margin on
such Class of Certificates for such Distribution Date and the
resulting amount
being reduced by allocated Net Prepayment Interest Shortfalls and
Relief Act
Interest Shortfalls) over (ii) the Accrued Certificate Interest
Distribution
Amount received on such Distribution Date such Class of
Certificates at, with
respect to each Class of Group I Class A Certificates, the lesser
of the Loan
Group I Cap or the WAC Cap, with respect to each Class of Group II
Class A
Certificates, the lesser of the Loan Group II Cap or the WAC Cap,
and with
respect to each other Class of LIBOR Certificates, the WAC Cap, as
applicable,
for such Distribution Date and (B) the Basis Risk CarryForward
Amount for such
Class of Certificates for all previous Distribution Dates not
previously paid,
together with interest thereon at a rate equal to the sum of LIBOR
and the
applicable Pass-Through Margin for such Class of Certificates for
such
Distribution Date.
Basis Risk Payment: For any Distribution Date, an amount equal
to
the lesser of (i) the aggregate of the Basis Risk CarryForward
Amounts for such
Distribution Date and (ii) the Class X Distributable Amount (prior
to any
reduction for Basis Risk Payments from the Excess Reserve Fund
Account or any
Swap Termination Payment).
Best's: Best's Key Rating Guide, as the same shall be amended
from
time to time.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii)
a
day on which banking and savings and loan institutions, in (a) the
States of
Arizona, New York, California, Texas, Maryland, Minnesota, New
Jersey or
Delaware or the Commonwealth of Pennsylvania, (b) a State in which
any
Servicer's servicing operations are located, or (c) the State in
which the
Trustee's operations are located, are authorized or obligated by
law or
executive order to be closed.
Certificate: Any one of the Certificates executed by the Trustee
in
substantially the forms attached hereto as exhibits.
Certificate Balance: With respect to any Class of Certificates,
other than the Class X, Class P or Class R Certificates, at any
date, the
maximum dollar amount of principal to which the Holder thereof is
then entitled
hereunder, such amount being equal to the Denomination thereof
minus all
distributions of principal previously made with respect thereto and
in the case
of any Certificates, reduced by any Applied Realized Loss Amounts
allocated to
such Class of Certificates pursuant to Section 4.05; provided,
however, that
immediately following the Distribution Date on which a Subsequent
Recovery is
distributed, the Class Certificate Balances of any Class or Classes
of
Certificates that have been previously reduced by Applied Realized
Loss Amounts
will be increased, in order of seniority, by the amount of the
Subsequent
Recovery distributed on such Distribution Date (up to the amount of
the Unpaid
Realized Loss Amount for such Class or Classes for such
Distribution Date). The
Class X, Class P and Class R Certificates have no Certificate
Balance.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Book-Entry
Certificate.
Certificate Register: The register maintained pursuant to
Section
5.02.
Certificateholder or Holder: The person in whose name a
Certificate
is registered in the Certificate Register, except that, solely for
the purpose
of giving any consent pursuant to this Agreement, any Certificate
registered in
the name of the Depositor or any Affiliate of the Depositor shall
be deemed not
to be Outstanding and the Percentage Interest evidenced thereby
shall not be
taken into account in determining whether the requisite amount of
Percentage
Interests necessary to effect such consent has been obtained;
provided, however,
that if any such Person (including the Depositor) owns 100% of the
Percentage
Interests evidenced by a Class of Certificates, such Certificates
shall be
deemed to be Outstanding for purposes of any provision hereof that
requires the
consent of the Holders of Certificates of a particular Class as a
condition to
the taking of any action hereunder. The Trustee is entitled to rely
conclusively
on a certification of the Depositor or any Affiliate of the
Depositor in
determining which Certificates are registered in the name of an
Affiliate of the
Depositor.
Certification: As defined in Section 8.12.
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A Certificate Group: The Group I Class A Certificates or
the
Group II Class A Certificates, as applicable.
Class A Certificates: The Group I Class A Certificates and the
Group
II Class A Certificates.
Class A Principal Allocation Percentage: With respect to any
Distribution Date, the percentage equivalent of a fraction,
determined as
follows: (A) with respect to the Group I Class A Certificates, a
fraction, the
numerator of which is (x) the portion of the Principal Remittance
Amount for
such Distribution Date that is attributable to the principal
received or
advanced on the Group I Mortgage Loans and the denominator of which
is (y) the
Principal Remittance Amount for such Distribution Date and (B) with
respect to
the Group II Class A Certificates, a fraction, the numerator of
which is (x) the
portion of the Principal Remittance Amount for such Distribution
Date that is
attributable to the principal received or advanced on the Group II
Mortgage
Loans and the denominator of which is (y) the Principal Remittance
Amount for
such Distribution Date.
Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Class
Certificate Balances of
the Class A Certificates immediately prior to such Distribution
Date over (ii)
the lesser of (A) 55.20% 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 $6,819,067.
Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1".
Class A-2a Certificates: All Certificates bearing the class
designation of "Class A-2a".
Class A-2b Certificates: All Certificates bearing the class
designation of "Class A-2b".
Class A-2c Certificates: All Certificates bearing the class
designation of "Class A-2c".
Class B Certificates: The Class B-1, Class B-2 and Class B-3
Certificates.
Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1".
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount for
such
Distribution Date), (E) the Class Certificate Balance of the Class
M-4
Certificates (after taking into account the distribution of the
Class M-4
Principal Distribution Amount for such Distribution Date), (F) the
Class
Certificate Balance of the Class M-5 Certificates (after taking
into account the
distribution of the Class M-5 Principal Distribution Amount for
such
Distribution Date), (G) the Class Certificate Balance of the Class
M-6
Certificates (after taking into account the distribution of the
Class M-6
Principal Distribution Amount for such Distribution Date) and (H)
the Class
Certificate Balance of the Class B-1 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 86.20% 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 $6,819,067.
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) 88.80% of the aggregate Stated Principal Balance of the
Mortgage Loans for
such Distribution Date and (B) the excess, if any, of the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date
over
$6,819,067.
Class B-3 Certificates: All Certificates bearing the class
designation of "Class B-3".
Class B-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount for
such
Distribution Date), (E) the Class Certificate Balance of the Class
M-4
Certificates (after taking into account the distribution of the
Class M-4
Principal Distribution Amount for such Distribution Date), (F) the
Class
Certificate Balance of the Class M-5 Certificates (after taking
into account the
distribution of the Class M-5 Principal Distribution Amount for
such
Distribution Date), (G) the Class Certificate Balance of the Class
M-6
Certificates (after taking into account the distribution of the
Class M-6
Principal Distribution Amount for such Distribution Date), (H) the
Class
Certificate Balance of the Class B-1 Certificates (after taking
into account the
distribution of the Class B-1 Principal Distribution Amount for
such
Distribution Date), (I) the Class Certificate Balance of the Class
B-2
Certificates (after taking into account the distribution of the
Class B-2
Principal Distribution Amount for such Distribution Date) and (J)
the Class
Certificate Balance of the Class B-3 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 90.90% 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 $6,819,067.
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) 62.50%
of the aggregate Stated Principal Balance of the Mortgage Loans for
such
Distribution Date and (B) the excess, if any, of the aggregate
Stated Principal
Balance of the Mortgage Loans for such Distribution Date over
$6,819,067.
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) 69.20% 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
$6,819,067.
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) 73.40% 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 $6,819,067.
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) 76.80% of the aggregate Stated Principal Balance of the
Mortgage Loans for
such Distribution Date and (B) the excess, if any, of the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date
over
$6,819,067.
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) 80.20% 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 $6,819,067.
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) 83.20% 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
$6,819,067.
Class P Certificates: All Certificates bearing the class
designation
of "Class P".
Class PT1-R Interest: The residual interest in Pooling-Tier
REMIC-1
as described in the Preliminary Statement and the related footnote
thereto.
Class PT2-R Interest: The residual interest in Pooling-Tier
REMIC-2
as described in the Preliminary Statement and the related footnote
thereto.
Class R Certificates: All Certificates bearing the class
designation
of "Class R".
Class UT-R Interest: The residual interest in the Upper-Tier
REMIC
as described in the Preliminary Statement and the related footnote
thereto.
Class X Certificates: All Certificates bearing the class
designation
of "Class X".
Class X Distributable Amount: On any Distribution Date, the sum
of
(i) as a distribution in respect of interest, the amount of
interest that has
accrued on the Class X Interest and not applied as an Extra
Principal
Distribution Amount on such Distribution Date, plus any such
accrued interest
remaining undistributed from prior Distribution Dates, plus,
without
duplication, (ii) as a distribution in respect of principal, any
portion of the
principal balance of the Class X Interest which is distributable as
a
Subordination Reduction Amount, minus (iii) any amounts paid from
the Excess
Reserve Fund Account to pay any Basis Risk CarryForward Amount or
any Swap
Termination Payment.
Class X Interest: The Upper-Tier Regular Interest represented by
the
Class X Certificates as specified and described in the Preliminary
Statement and
the related footnote thereto.
Closing Date: December 21, 2005.
Closing Date Deposit Amount: $169,788.52 (all of which is
allocable
to principal) deposited by the Depositor into the Distribution
Account on the
Closing Date. $169,554.65 of the Closing Date Deposit Amount shall
be
attributable to the Group I Mortgage Loans and $233.87 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) (or, in the case of
HomEq and
JPMorgan, the amount by which such Prepayment Interest Shortfall
exceeds all
Prepayment Interest Excesses for such Distribution Date) on the
Mortgage Loans
serviced by the applicable Servicer and (b) the amount of the
aggregate
Servicing Fee paid to or retained by the applicable Servicer for
such
Distribution Date.
Condemnation Proceeds: All awards or settlements in respect of
a
Mortgaged Property, whether permanent or temporary, partial or
entire, by
exercise of the power of eminent domain or condemnation.
Convertible Mortgage Loan: Any individual Adjustable Rate
Mortgage
Loan which contains a provision whereby the Mortgagor is permitted
to convert
the Adjustable Rate Mortgage Loan to a Fixed Rate Mortgage Loan in
accordance
with the terms of the related Mortgage Note.
Corporate Trust Office: The designated office of the Trustee in
the
State of California at which at any particular time its corporate
trust business
with respect to this Agreement is administered, which office at the
date of the
execution of this Agreement is located at 1761 East St. Andrew
Place, Santa Ana,
California 92705, Attn: Trust Administration-MS05H7, facsimile no.
(714)
247-6329 and which is the address to which notices to and
correspondence with
the Trustee should be directed.
Corresponding Actual Crossover Distribution Date: For each
Pooling-Tier REMIC-2 IO Interest, the related Corresponding
Scheduled Crossover
Distribution Date, unless on such date two times the aggregate
Pooling-Tier
REMIC-2 IO Notional Balance of each other Pooling-Tier REMIC-2 IO
Interest then
outstanding is less than the scheduled swap notional amount (taking
into account
the use of the multiplier) of the Interest Rate Swap Agreement
applicable for
such Distribution Date, in which case the Corresponding Actual
Crossover
Distribution Date for such Pooling-Tier REMIC-2 IO Interest shall
be the first
Distribution Date thereafter on which two times the aggregate of
the
Pooling-Tier REMIC-2 IO Notional Balance of each other Pooling-Tier
REMIC-2 IO
Interest then outstanding is greater than or equal to the scheduled
swap
notional amount (taking into account the use of the multiplier) of
the Interest
Rate Swap Agreement.
Corresponding Class: The class of interests in the Lower-Tier
REMIC
or Upper-Tier REMIC that corresponds to the class of interests in
the other such
REMIC or to a Class of Certificates in the manner set out
below:
Corresponding Lower-Tier Corresponding Upper-
Corresponding Class of
Class
Designation Tier
Regular Interest
Certificates
------------------------ ---------------------
----------------------
Class LT-A-1
Class A-1
Class A-1
Class LT-A-2a
Class A-2a
Class A-2a
Class LT-A-2b
Class A-2b
Class A-2b
Class LT-A-2c
Class A-2c
Class A-2c
Class LT-M-1
Class M-1
Class M-1
Class LT-M-2
Class M-2
Class M-2
Class LT-M-3
Class M-3
Class M-3
Class LT-M-4
Class M-4
Class M-4
Class LT-M-5
Class M-5
Class M-5
Class LT-M-6
Class M-6
Class M-6
Class LT-B-1
Class B-1
Class B-1
Class LT-B-2
Class B-2
Class B-2
Class LT-B-3
Class B-3
Class B-3
N/A
Class X
Class X
Corresponding Pooling-Tier REMIC-1 Regular Interest: As described
in
the Preliminary Statement.
Corresponding Pooling-Tier REMIC-2 IO Interest: As described in
the
Preliminary Statement.
Corresponding Scheduled Crossover Distribution Date: The
Distribution Date in the month and year specified in the
Preliminary Statement
corresponding to a Pooling-Tier REMIC-2 IO Interest.
Cumulative Loss
Percentage: With respect to any Distribution Date,
the percentage equivalent of a fraction, the numerator of which is
the aggregate
amount of Realized Losses incurred from the Cut-off Date to the
last day of the
calendar month preceding the month in which such Distribution Date
occurs and
the denominator of which is the Cut-off Date Pool Principal Balance
of the
Mortgage Loans.
Cumulative Loss Trigger Event: With respect to any Distribution
Date, a Cumulative Loss Trigger Event exists if the quotient
(expressed as a
percentage) of (x) the aggregate amount of Realized Losses incurred
since the
Cut-off Date through the last day of the related Prepayment Period
divided by
(y) the Cut-off Date Pool Principal Balance exceeds the applicable
cumulative
loss percentages set forth below with respect to such Distribution
Date:
Distribution Date
Occurring In
Cumulative Loss Percentage
----------------------------------
-------------------------------------------
January 2008 through December 2008 1.400% for the first month,
plus an
additional 1/12th of 1.750% for each month
thereafter (e.g., 2.275% in July 2008)
January 2009 through December 2009 3.150% for the first month,
plus an
additional 1/12th of 1.800% for each month
thereafter (e.g., 4.050% in July 2009)
January 2010 through December 2010 4.950% for the first month,
plus an
additional 1/12th of 1.450% for each month
thereafter (e.g., 5.675% in July 2010)
January 2011 through December 2011 6.400% for the first month,
plus an
additional 1/12th of 0.750% for each month
thereafter (e.g., 6.775% in July 2011)
January 2012 and thereafter
7.150%
Custodial File: With respect to each Mortgage Loan, the file
retained by the Trustee or the applicable Custodian, as applicable,
consisting
of items (i) - (viii) as listed on Exhibit K hereto.
Custodian: Wells Fargo and LaSalle, and their respective
successors
in interest. When the term "Custodian" is used in this Agreement in
connection
with custodial responsibilities with respect to the Mortgage Loans,
"Custodian"
shall mean the Person identified as the Custodian of such Mortgage
Loan on the
Mortgage Loan Schedule.
Custodian Fee: With respect to each Distribution Date, the
aggregate
amount of fees and expenses that each Custodian is entitled to
receive, pursuant
to the fee schedule related to the Wells Fargo Mortgage Loans or
the LaSalle
Mortgage Loans, as applicable, to which the Depositor and the
applicable
Custodian have previously agreed, for custodial services rendered
with respect
to the Wells Fargo Mortgage Loans or the LaSalle Mortgage Loans, as
applicable,
during the related Due Period. Each Custodian shall inform the
Trustee of its
Custodian Fee on or prior to the related Determination Date
pursuant to Section
3.07(h).
Custodian Fee Rate: As to any Distribution Date, the applicable
Custodian Fee for such Distribution Date, converted to a per annum
rate on (i)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the first day
of the related Interest Accrual Period and (ii) with respect to
the
Determination Date in January 2006 only, the portion of the Closing
Date Deposit
Amount allocable to principal (calculated on an actual/360
basis).
Cut-off Date: December 1, 2005.
Cut-off Date Pool Principal Balance: The aggregate Stated
Principal
Balances of all Mortgage Loans as of the Cut-off Date plus the
portion of the
Closing Date Deposit Amount allocable to principal.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
Stated
Principal Balance thereof as of the close of business on the
Cut-off Date (after
giving effect to payments of principal due on that date, whether or
not
received).
Data Tape Information: The information provided by the
Originators
as of the Cut-off Date to the Depositor or the Purchaser setting
forth the
following information with respect to each Mortgage Loan: (1) the
Mortgagor's
name; (2) as to each Mortgage Loan, the Scheduled Principal Balance
as of the
Cut-off Date; (3) the Mortgage Rate Cap; (4) the Index; (5) a code
indicating
whether the Mortgaged Property is owner occupied; (6) the type of
Mortgaged
Property; (7) the first date on which the Scheduled Payment was due
on the
Mortgage Loan and, if such date is not consistent with the Due Date
currently in
effect, such Due Date; (8) the "paid through date" based on
payments received
from the related Mortgagor; (9) the original principal amount of
the Mortgage
Loan; (10) with respect to Adjustable Rate Mortgage Loans, the
Maximum Mortgage
Rate; (11) the type of Mortgage Loan (i.e., Fixed Rate or
Adjustable Rate
Mortgage Loan, First Lien Mortgage Loan or Second Lien Mortgage
Loan); (12) a
code indicating the purpose of the loan (i.e., purchase, rate and
term
refinance, equity take out refinance); (13) a code indicating the
documentation
style (i.e., full, asset verification, income verification and
no
documentation); (14) the credit risk score (FICO score); (15) the
loan credit
grade classification (as described in the underwriting guidelines);
(16) with
respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage
Rate; (17)
the Mortgage Rate at origination; (18) with respect to each
Adjustable Rate
Mortgage Loan, the first Adjustment Date immediately following the
Cut-off Date;
(19) the value of the Mortgaged Property; (20) a code indicating
the type of
Prepayment Charges applicable to such Mortgage Loan (including any
prepayment
penalty term), if any; (21) with respect to each Adjustable Rate
Mortgage Loan,
the Periodic Mortgage Rate Cap; (22) the applicable Originator of
such Mortgage
Loan; (23) with respect to each First Lien Mortgage Loan, the LTV
at
origination, and with respect to each Second Lien Mortgage Loan,
the CLTV at
origination; and (24) if such Mortgage Loan is covered by a primary
mortgage
insurance policy or a lender-paid primary mortgage insurance
policy, the primary
mortgage insurance rate. With respect to the Mortgage Loans in the
aggregate,
the Data Tape Information shall set forth the following
information, as of the
Cut-off Date: (1) the number of Mortgage Loans; (2) the current
aggregate
outstanding principal balance of the Mortgage Loans; (3) the
weighted average
Mortgage Rate of the Mortgage Loans; and (4) the weighted average
maturity of
the Mortgage Loans.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding
under the United
States Bankruptcy Code in the Scheduled Payment for such Mortgage
Loan which
became final and non-appealable, except such a reduction resulting
from a
Deficient Valuation or any reduction that results in a permanent
forgiveness of
principal.
Decision One: Decision One Mortgage Company, LLC, a California
limited liability company, and its successors in interest.
Decision One Mortgage Loans: The Mortgage Loans purchased by
the
Purchaser pursuant to the Decision One Purchase Agreement for which
Decision One
is identified as Responsible Party on the Mortgage Loan
Schedule.
Decision One Purchase Agreement: The Mortgage Loan Purchase and
Warranties Agreement, dated as of June 1, 2005, by and between
Decision One and
the Purchaser, a copy of which is attached hereto as Exhibit O.
Defaulted Swap Termination Payment: Any Swap Termination
Payment
required to be paid by the Trust to the Swap Provider pursuant to
the Interest
Rate Swap Agreement as a result of an Event of Default (as defined
in the
Interest Rate Swap Agreement) with respect to which the Swap
Provider is the
defaulting party or a Termination Event (as defined in the Interest
Rate Swap
Agreement) (other than Illegality or a Tax Event that is not a Tax
Event Upon
Merger (each as defined in the Interest Rate Swap Agreement )) with
respect to
which the Swap Provider is the sole Affected Party (as defined in
the Interest
Rate Swap Agreement).
Deficient Valuation: With respect to any Mortgage Loan, a
valuation
of the related Mortgaged Property by a court of competent
jurisdiction in an
amount less than the then outstanding principal balance of the
Mortgage Loan,
which valuation results from a proceeding initiated under the
United States
Bankruptcy Code.
Definitive Certificates: Any Certificate evidenced by a
Physical
Certificate and any Certificate issued in lieu of a Book-Entry
Certificate
pursuant to Section 5.02(e).
Delay Certificates: As specified in the Preliminary Statement.
Deleted Mortgage Loan: As defined in Section 2.03.
Delinquency Trigger Event: With respect to any Distribution Date,
a
Delinquency Trigger Event exists if the quotient (expressed as a
percentage) of
(x) the rolling three month average of the aggregate Stated
Principal Balance of
60+ Day Delinquent Mortgage Loans (including Mortgage Loans in
foreclosure and
Mortgage Loans related to REO Property) and (y) (1) until the
aggregate Class
Certificate Balance of the Class A Certificates have been reduced
to zero, the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution
Date equals or exceeds 35.70% of the prior period's Senior
Enhancement
Percentage and (2) after the aggregate Class Certificate Balance of
the Class A
Certificates have been reduced to zero, the aggregate Stated
Principal Balance
of the Mortgage Loans for such Distribution Date equals or exceeds
42.65% of the
prior period's Class M Enhancement Percentage.
Denomination: With respect to each Certificate, the amount set
forth
on the face thereof as the "Initial Certificate Balance of this
Certificate" or
the Percentage Interest appearing on the face thereof.
Depositor: Morgan Stanley ABS Capital I Inc., a Delaware
corporation, and its successors in interest.
Depositor Mortgage Loan: A Mortgage Loan that was purchased by
Purchaser from an Originator identified on the Mortgage Loan
Schedule that is
not a Responsible Party, and as to which the Depositor makes
certain
representations and warranties in this Agreement.
Depository: The initial Depository shall be The Depository
Trust
Company, the nominee of which is CEDE & Co., as the registered
Holder of the
Book-Entry Certificates. The Depository shall at all times be a
"clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform
Commercial Code of
the State of New York.
Depository Institution: Any depository institution or trust
company,
including the Trustee, that (a) is incorporated under the laws of
the United
States of America or any State thereof, (b) is subject to
supervision and
examination by federal or state banking authorities and (c) has
outstanding
unsecured commercial paper or other short-term unsecured debt
obligations that
are rated "P-1" by Moody's, "F1+" by Fitch and "A-1" by Standard
& Poor's (to
the extent they are Rating Agencies hereunder).
Depository Participant: A broker, dealer, bank or other
financial
institution or other Person for whom from time to time a Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
Determination Date: With respect to each Distribution Date, the
18th
day (or if such day is not a Business Day, the immediately
preceding Business
Day) in the calendar month in which such Distribution Date
occurs.
Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.07(d) in the name
of the Trustee
for the benefit of the Certificateholders and designated "Deutsche
Bank National
Trust Company in trust for registered holders of Morgan Stanley ABS
Capital I
Inc. Trust 2005-HE7 Mortgage Pass-Through Certificates, Series
2005-HE7." Funds
in the Distribution Account shall be held in trust for the
Certificateholders
for the uses and purposes set forth in this Agreement.
Distribution Account Deposit Date: As to any Distribution Date,
12:00 noon New York City time on the second Business Day
immediately preceding
such Distribution Date.
Distribution Date: The 25th day of each calendar month, or if
such
day is not a Business Day, the next succeeding Business Day,
commencing in
January 2006.
Document Certification and Exception Report: The report attached
to
Exhibit F hereto.
Due Date: The day of the month on which the Scheduled Payment is
due
on a Mortgage Loan, exclusive of any days of grace.
Due Period: With respect to any Distribution Date, the period
commencing on the second day of the calendar month preceding the
month in which
such Distribution Date occurs and ending on the first day of the
calendar month
in which such Distribution Date occurs.
Eligible Account: Either (i) an account maintained with a federal
or
state-chartered depository institution or trust company that
complies with the
definition of Eligible Institution, (ii) an account maintained with
the
corporate trust department of a federal depository institution
or
state-chartered depository institution subject to regulations
regarding
fiduciary funds on deposit similar to Title 12 of the U.S. Code of
Federal
Regulation Section 9.10(b), which, in either case, has corporate
trust powers
and is acting in its fiduciary capacity or (iii) any other account
acceptable to
each Rating Agency. Eligible Accounts may bear interest, and may
include, if
otherwise qualified under this definition, accounts maintained with
the Trustee.
Each Eligible Account shall be a separate account.
Eligible Institution: A federal or state-chartered depository
institution or trust company the commercial paper, short-term debt
obligations,
or other short-term deposits of which are rated "A-1+" by Standard
& Poor's if
the amounts on deposit are to be held in the account for no more
than 365 days
(or at least "A-2" by Standard & Poor's if the amounts on
deposit are to be held
in the account for no more than 30 days), or the long-term
unsecured debt
obligations of which are rated at least "AA-" by Standard &
Poor's if the
amounts on deposit are to be held in the account for no more than
365 days, and
the commercial paper, short-term debt obligations or other
short-term deposits
of which are rated at least "P-1" by Moody's and "F1+" by Fitch (or
a comparable
rating if another Rating Agency is specified by the Depositor by
written notice
to the Servicer and the Trustee) (in each case, to the extent they
are
designated as Rating Agencies in the Preliminary Statement).
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that meets the requirements of
Prohibited
Transaction Exemption ("PTE") 2002-41, 67 Fed. Reg. 54487 (2002)
(or any
successor thereto), or any substantially similar administrative
exemption
granted by the U.S. Department of Labor.
ERISA-Restricted Certificate: As specified in the Preliminary
Statement.
Escrow Account: The Eligible Account or Accounts established
and
maintained pursuant to Section 3.09(b).
Escrow Payments: As defined in Section 3.09(b).
Event of Default: As defined in Section 7.01.
Excess Reserve Fund Account: The separate Eligible Account
created
and maintained by the Trustee pursuant to Sections 3.07(b) and
3.07(c) in the
name of the Trustee for the benefit of the Regular
Certificateholders and
designated "Deutsche Bank National Trust Company in trust for
registered Holders
of Morgan Stanley ABS Capital I Inc. Trust 2005-HE7, Mortgage
Pass-Through
Certificates, Series 2005-HE7." Funds in the Excess Reserve Fund
Account shall
be held in trust for the Regular Certificateholders for the uses
and purposes
set forth in this Agreement. Amounts on deposit in the Excess
Reserve Fund
Account shall not be invested.
Excess Subordinated Amount: With respect to any Distribution
Date,
the excess, if any, of (a) the Subordinated Amount on such
Distribution Date
over (b) the Specified Subordinated Amount for such Distribution
Date.
Exchange Act: As defined in Section 8.12(a).
Expense Fee Rate: As to each Mortgage Loan, a per-annum rate
equal
to the sum of the Servicing Fee Rate, the Trustee Fee Rate, the
Custodian Fee
Rate and any lender-paid primary mortgage insurance fee rate, if
applicable.
