EXHIBIT 4
MORGAN STANLEY ABS CAPITAL I INC.,
Depositor,
COUNTRYWIDE HOME LOANS SERVICING LP,
Servicer,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Servicer and Custodian,
HOMEQ SERVICING CORPORATION,
Servicer,
NEW CENTURY MORTGAGE CORPORATION,
Servicer,
NC CAPITAL CORPORATION
Responsible Party,
WMC MORTGAGE CORP.,
Responsible Party,
DECISION ONE MORTGAGE COMPANY, LLC,
Responsible Party,
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
and
LASALLE BANK NATIONAL ASSOCIATION,
Custodian
-----------
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2006
-----------
MORGAN STANLEY ABS CAPITAL I INC. TRUST 2006-HE5
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-HE5
<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
Reports on Assessment of Compliance with Servicing
Criteria; Annual Independent Public Accountants' Attestation
Report
Section 3.24 Trustee
to Act as Servicer...................................
Section 3.25
Compensating Interest........................................
Section 3.26 Credit
Reporting; Gramm-Leach-Bliley Act.....................
Section 3.27 Transfer
of Servicing for Certain Mortgage Loans.............
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE 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 Custodians.....
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 Third
Parties..................................
Section 10.15 Regulation AB Compliance; Intent of the Parties;
Reasonableness
SCHEDULES
Schedule I
Mortgage Loan Schedule
Schedule II
Representations and Warranties of Wells Fargo, as Servicer
Schedule III
Representations and Warranties of HomEq, as Servicer
Schedule IV
Representations and Warranties of Morgan Stanley ABS Capital I
Inc. as to the Mortgage Loans
Schedule V
Representations and Warranties of WMC as to the WMC Mortgage
Loans
Schedule VI
Representations and Warranties of WMC as to WMC
Schedule VII
Representations and Warranties of Decision One, as to the
Decision One Mortgage
Loans
Schedule VIII Representations and Warranties of NC Capital, as to
the NC
Capital Mortgage
Loans
Schedule IX
Representations and Warranties of NC Capital as to NC Capital
Schedule X
Representations and Warranties of Wells Fargo, as Custodian
Schedule XI
Representations and Warranties of LaSalle, as Custodian
Schedule XII
Representations and Warranties of Countrywide Servicing, as
Servicer
Schedule XIII Representations and Warranties of New Century, as
Servicer
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 Custodians
Exhibit F Form of Document
Certification and Exception Report of 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 WMC Purchase
Agreement
Exhibit P Decision One
Purchase Agreement
Exhibit Q NC Capital
Purchase Agreement
Exhibit R Form of Servicer
Power of Attorney
Exhibit S Servicing
Criteria
Exhibit T Additional Form
10-D Disclosure
Exhibit U Additional Form
10-K Disclosure
Exhibit V Form 8-K
Disclosure Information
Exhibit W Interest Rate
Swap Agreement
Exhibit X Form of HomEq
Servicer Reports
Exhibit Y Form of Wells
Fargo Servicer Reports
Exhibit Z Form of
Countrywide Servicing Servicer Reports
Exhibit AA
Form of Additional Disclosure Notification
Exhibit BB
Countrywide Amendment to Regulation AB
Exhibit CC Form of
Subsequent Transfer Agreement
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of June 1, 2006,
among MORGAN STANLEY ABS CAPITAL I INC., a Delaware corporation, as
depositor
(the "Depositor"), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas
limited
partnership ("Countrywide Servicing"), as a servicer, WELLS FARGO
BANK, NATIONAL
ASSOCIATION, a national banking association ("Wells Fargo"), as a
servicer and a
custodian, HOMEQ SERVICING CORPORATION, a New Jersey corporation
("HomEq"), as a
servicer, NEW CENTURY MORTGAGE CORPORATION, a California
corporation ("New
Century" and, together with Countrywide Servicing, Wells Fargo and
HomeEq, in
its capacity as servicer, the "Servicers"), NC CAPITAL CORPORATION,
a California
corporation, as a responsible party, WMC MORTGAGE CORP., a
California
corporation, as a responsible party ("WMC"), DECISION ONE MORTGAGE
COMPANY, LLC,
as a responsible party ("Decision One"), DEUTSCHE BANK NATIONAL
TRUST COMPANY, a
national banking association, as trustee (the "Trustee") and
LASALLE BANK
NATIONAL ASSOCIATION, as a custodian ("LaSalle" and, together with
Wells Fargo
in its capacity as custodian, the "Custodians").
W I T N E S S E T H:
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Trustee shall elect that five segregated asset pools within
the
Trust Fund (exclusive of (i) the Prepayment Premiums, (ii) the Swap
Assets,
(iii) the Excess Reserve Fund Account, (iv) the Pre-Funding
Account, (v) the
Capitalized Interest Account and (vi) the right of the Offered
Certificates to
receive Basis Risk CarryForward Amounts and, without duplication,
Upper-Tier
CarryForward Amounts and the obligation to pay Class IO Shortfalls)
be treated
for federal income tax purposes as comprising five REMICs (REMIC
PF,
Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, the Lower-Tier REMIC
and the
Upper-Tier REMIC, respectively, and each, a "Trust REMIC"). The
Class X
Interest, Class IO Interest, Class UT-PFIO Interest and each Class
of Offered
Certificates (other than the right of each Class of Offered
Certificates to
receive Basis Risk CarryForward Amounts and, without duplication,
Upper-Tier
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 Trust REMIC described herein is the Closing Date. The
latest
possible maturity date for each class of regular interests 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 several
classes of
uncertificated REMIC PF Regular Interests. REMIC PF shall hold as
assets the
assets of the Trust Fund (exclusive of (i) the Prepayment Premiums,
(ii) the
Swap Assets, (iii) the Excess Reserve Fund Account, (iv) the
Pre-Funding
Account, (v) the Capitalized Interest Account and (vi) the right of
the Offered
Certificates to receive Basis Risk CarryForward Amounts and,
without
duplication, Upper-Tier CarryForward Amounts and the obligation to
pay Class IO
Shortfalls).
For federal income tax purposes, each Class of Offered
Certificates
represents a beneficial ownership of a regular interest in the
Upper-Tier REMIC,
the right to receive Basis Risk CarryForward Amounts and without
duplication,
Upper-Tier 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, Class UT-PFIO Interest, the Interest Rate
Swap Agreement,
the Swap Account, the Excess Reserve Fund Account, the Pre-Funding
Account, and
the Capitalized Interest Account and the right to receive Class IO
Shortfalls,
subject to the obligation to pay Basis Risk CarryForward Amounts
and, but
without duplication, Upper-Tier CarryForward Amounts; 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
under subpart E,
Part I of subchapter J of the Code (the "Grantor Trust").
REMIC PF
REMIC PF shall issue the following interests in REMIC PF, and
each
such interest (other than the Class PF-R Interest) is hereby
designated as a
regular interest in REMIC PF (the REMIC PF Regular Interests").
REMIC PF shall
also issue the Class PF-R Interest, which is hereby designated as
the sole class
of residual interest in REMIC PF. The Class PF-R Interest shall be
represented
by the Class R Certificates, shall not have a principal balance and
shall have
no interest rate.
Initial REMIC PF
REMIC PF Interest
Principal Amount
REMIC PF
Interest
Rate
or Notional Amount
------------------------- ----------------------
-------------------------
Class PF-I
(1)
$413,575,056
Class PF-IIA
(2)
$888,632,471
Class PF-IIB
(3)
$297,791,934
Class PF-IO
(4)
(4)
Class PF-R
(5)
(5)
--------------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
REMIC PF
Regular Interest shall bear interest at a per annum rate (its
"REMIC-PF
Interest Rate") equal to the REMIC PF Loan Group I WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period),
this
REMIC PF
Regular Interest shall bear interest at a per annum rate (its
"REMIC-PF
Interest Rate") equal to the REMIC PF Loan Group II WAC Rate.
(3) This REMIC
PF Regular Interest shall bear interest at a per annum rate
(its
"REMIC-PF Interest Rate") (i) for the first three Distribution
Dates
(and the
related Interest Accrual Periods), 0.00% and (ii) thereafter, a
per annum
rate equal to the REMIC PF Loan Group II WAC Rate.
(4) This REMIC
PF Regular Interest shall bear interest at a per annum rate
(its
"REMIC-PF Interest Rate") (i) for the first three Distribution
Dates
and the
related Interest Accrual Periods, all interest on the
Subsequent
Mortgage
Loans for such Distribution Date divided by $297,791,934, and
(ii)
thereafter, 0.00%.
(5) The Class
PF-IO Interest will have a notional amount equal to
$297,791,934.
(6) The Class
PF-R Interest is the sole class of residual interest in REMIC
PF. The
Class PF-R Interest does not have a principal amount or an
interest
rate.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group I Mortgage Loans
(including,
for the first Distribution Date only, the portion of the Closing
Date Deposit
Amount allocable to the Group I Mortgage Loans) shall be allocated
to the Class
PF-I Interest, until the REMIC PF Principal Amount of such interest
is reduced
to zero.
On the first three Distribution Dates, Realized Losses,
Subsequent
Recoveries and payments of principal in respect of the Initial
Group II Mortgage
Loans (including, for the first Distribution Date only, the portion
of the
Closing Date Deposit Amount allocable to the Initial Group II
Mortgage Loans)
shall be allocated to the Class PF-IIA Interest, until the REMIC PF
Principal
Amount of such interest is reduced to zero. On the first three
Distribution
Dates, Realized Losses, Subsequent Recoveries and payments of
principal in
respect of the Subsequent Mortgage Loans (including amounts paid as
principal
from the Pre-Funding Account) shall be allocated to the Class
PF-IIB Interest,
until the REMIC PF Principal Amount of such interest is reduced to
zero. On each
Distribution Date thereafter, Realized Losses, Subsequent
Recoveries and
payments of principal in respect of the Group II Mortgage Loans
shall be
allocated, pro rata, to the Class PF-IIA and Class PF-IIB
Interests, until the
REMIC PF Principal Amount of such interests are reduced to
zero.
Pooling-Tier REMIC-1
Pooling-Tier REMIC-1 shall issue the following interests in
Pooling-Tier REMIC-1, and each such interest, other than the Class
PT1-R
Interest is hereby designated as a regular interest in the
Pooling-Tier REMIC-1.
Pooling-Tier REMIC-1 Interests with an "I" in their designation
shall relate to
Loan Group I and Pooling Tier REMIC-1 Interests with a "II" in
their designation
shall relate to Loan Group II. Pooling-Tier REMIC-1 shall also
issue the Class
PT1-R Interest, which is hereby designated as the sole class of
residual
interest in Pooling-Tier REMIC-1. The Class PT1-R Interest shall be
represented
by the Class R Certificates, shall not have a principal balance and
shall have
no interest rate.
Initial Pooling-Tier
Pooling-Tier REMIC-1
Pooling-Tier REMIC-1
REMIC-1 Principal
Interest
Interest Rate
Amount
----------------------
----------------------
---------------------------
Class PT1-I-1
(1)
$ 54,166,744.76
Class PT1-I-2A
(2)
$ 8,505,465.14
Class PT1-I-2B
(3)
$ 8,505,465.14
Class PT1-I-3A
(2)
$ 8,228,218.31
Class PT1-I-3B
(3)
$ 8,228,218.31
Class PT1-I-4A
(2)
$ 7,965,680.22
Class PT1-I-4B
(3)
$ 7,965,680.22
Class PT1-I-5A
(2)
$ 7,716,729.50
Class PT1-I-5B
(3)
$ 7,716,729.50
Class PT1-I-6A
(2)
$ 7,480,276.08
Class PT1-I-6B
(3)
$ 7,480,276.08
Class PT1-I-7A
(2)
$ 7,255,263.06
Class PT1-I-7B
(3)
$ 7,255,263.06
Class PT1-I-8A
(2)
$ 7,040,668.66
Class PT1-I-8B
(3)
$ 7,040,668.66
Class PT1-I-9A
(2)
$ 6,835,508.47
Class PT1-I-9B
(3)
$
6,835,508.47
Class PT1-I-10A
(2)
$ 6,638,837.64
Class PT1-I-10B
(3)
$ 6,638,837.64
Class PT1-I-11A
(2)
$ 6,449,730.94
Class PT1-I-11B
(3)
$ 6,449,730.94
Class PT1-I-12A
(2)
$ 6,267,312.84
Class PT1-I-12B
(3)
$ 6,267,312.84
Class PT1-I-13A
(2)
$ 6,090,564.43
Class PT1-I-13B
(3)
$ 6,090,564.43
Class PT1-I-14A
(2)
$ 5,904,282.55
Class PT1-I-14B
(3)
$ 5,904,282.55
Class PT1-I-15A
(2)
$ 5,670,208.08
Class PT1-I-15B
(3)
$ 5,670,208.08
Class PT1-I-16A
(2)
$ 5,441,650.06
Class PT1-I-16B
(3)
$ 5,441,650.06
Class PT1-I-17A
(2)
$ 5,210,239.06
Class PT1-I-17B
(3)
$ 5,210,239.06
Class PT1-I-18A
(2)
$ 4,988,594.22
Class PT1-I-18B
(3)
$
4,988,594.22
Class PT1-I-19A
(2)
$ 4,795,313.82
Class PT1-I-19B
(3)
$ 4,795,313.82
Class PT1-I-20A
(2)
$ 4,679,332.92
Class PT1-I-20B
(3)
$ 4,679,332.92
Class PT1-I-21A
(2)
$ 5,086,123.48
Class PT1-I-21B
(3)
$ 5,086,123.48
Class PT1-I-22A
(2)
$ 58,263,812.27
Class PT1-I-22B
(3)
$ 58,263,812.27
Class PT1-I-23A
(2)
$ 2,137,145.99
Class PT1-I-23B
(3)
$ 2,137,145.99
Class PT1-I-24A
(2)
$ 13,836,218.30
Class PT1-I-24B
(3)
$ 13,836,218.30
Class PT1-I-25A
(2)
$
953,313.05
Class PT1-I-25B
(3)
$
953,313.05
Class PT1-I-26A
(2)
$
823,042.79
Class PT1-I-26B
(3)
$
823,042.79
Class PT1-I-27A
(2)
$
794,458.54
Class PT1-I-27B
(3)
$ 794,458.54
Class PT1-I-28A
(2)
$
766,861.14
Class PT1-I-28B
(3)
$
766,861.14
Class PT1-I-29A
(2)
$
740,359.08
Class PT1-I-29B
(3)
$
740,359.08
Class PT1-I-30A
(2)
$
714,623.87
Class PT1-I-30B
(3)
$
714,623.87
Class PT1-I-31A
(2)
$
689,809.43
Class PT1-I-31B
(3)
$
689,809.43
Class PT1-I-32A
(2)
$
665,818.72
Class PT1-I-32B
(3)
$
665,818.72
Class PT1-I-33A
(2)
$
829,714.82
Class PT1-I-33B
(3)
$
829,714.82
Class PT1-I-34A
(2)
$ 1,388,993.67
Class PT1-I-34B
(3)
$ 1,388,993.67
Class PT1-I-35A
(2)
$
780,741.03
Class PT1-I-35B
(3)
$
780,741.03
Class PT1-I-36A
(2)
$
704,497.69
Class PT1-I-36B
(3)
$
704,497.69
Class PT1-I-37A
(2)
$
542,638.91
Class PT1-I-37B
(3)
$
542,638.91
Class PT1-I-38A
(2)
$
482,233.56
Class PT1-I-38B
(3)
$
482,233.56
Class PT1-I-39A
(2)
$
465,997.27
Class PT1-I-39B
(3)
$
465,997.27
Class PT1-I-40A
(2)
$
450,298.26
Class PT1-I-40B
(3)
$
450,298.26
Class PT1-I-41A
(2)
$
435,120.29
Class PT1-I-41B
(3)
$
435,120.29
Class PT1-I-42A
(2)
$
420,443.68
Class PT1-I-42B
(3)
$
420,443.68
Class PT1-I-43A
(2)
$
406,252.95
Class PT1-I-43B
(3)
$
406,252.95
Class PT1-I-44A
(2)
$
392,532.56
Class PT1-I-44B
(3)
$
392,532.56
Class PT1-I-45A
(2)
$
379,267.41
Class PT1-I-45B
(3)
$
379,267.41
Class PT1-I-46A
(2)
$
366,443.06
Class PT1-I-46B
(3)
$
366,443.06
Class PT1-I-47A
(2)
$
354,045.10
Class PT1-I-47B
(3)
$
354,045.10
Class PT1-I-48A
(2)
$
342,059.64
Class PT1-I-48B
(3)
$
342,059.64
Class PT1-I-49A
(2)
$
330,473.00
Class PT1-I-49B
(3)
$
330,473.00
Class PT1-I-50A
(2)
$
319,272.41
Class PT1-I-50B
(3)
$
319,272.41
Class PT1-I-51A
(2)
$
308,445.22
Class PT1-I-51B
(3)
$
308,445.22
Class PT1-I-52A
(2)
$
297,979.28
Class PT1-I-52B
(3)
$
297,979.28
Class PT1-I-53A
(2)
$ 8,359,909.93
Class PT1-I-53B
(3)
$ 8,359,909.93
Class PT1-II-1
(4)
$116,385,955.94
Class PT1-II-2A
(5)
$ 18,275,358.71
Class PT1-II-2B
(6)
$ 18,275,358.71
Class PT1-II-3A
(5)
$ 17,679,649.34
Class PT1-II-3B
(6)
$ 17,679,649.34
Class PT1-II-4A
(5)
$ 17,115,544.08
Class PT1-II-4B
(6)
$ 17,115,544.08
Class PT1-II-5A
(5)
$ 16,580,633.45
Class PT1-II-5B
(6)
$ 16,580,633.45
Class PT1-II-6A
(5)
$ 16,072,575.27
Class PT1-II-6B
(6)
$ 16,072,575.27
Class PT1-II-7A
(5)
$ 15,589,098.64
Class PT1-II-7B
(6)
$ 15,589,098.64
Class PT1-II-8A
(5)
$ 15,128,008.09
Class PT1-II-8B
(6)
$ 15,128,008.09
Class PT1-II-9A
(5)
$ 14,687,188.43
Class PT1-II-9B
(6)
$ 14,687,188.43
Class PT1-II-10A
(5)
$ 14,264,609.56
Class PT1-II-10B
(6)
$ 14,264,609.56
Class PT1-II-11A
(5)
$ 13,858,283.41
Class PT1-II-11B
(6)
$ 13,858,283.41
Class PT1-II-12A
(5)
$ 13,466,328.81
Class PT1-II-12B
(6)
$ 13,466,328.81
Class PT1-II-13A
(5)
$ 13,086,556.47
Class PT1-II-13B
(6)
$ 13,086,556.47
Class PT1-II-14A
(5)
$ 12,686,299.90
Class PT1-II-14B
(6)
$ 12,686,299.90
Class PT1-II-15A
(5)
$ 12,183,353.27
Class PT1-II-15B
(6)
$ 12,183,353.27
Class PT1-II-16A
(5)
$ 11,692,259.64
Class PT1-II-16B
(6)
$ 11,692,259.64
Class PT1-II-17A
(5)
$ 11,195,035.94
Class PT1-II-17B
(6)
$ 11,195,035.94
Class PT1-II-18A
(5)
$ 10,718,796.38
Class PT1-II-18B
(6)
$ 10,718,796.38
Class PT1-II-19A
(5)
$ 10,303,502.38
Class PT1-II-19B
(6)
$ 10,303,502.38
Class PT1-II-20A
(5)
$ 10,054,298.78
Class PT1-II-20B
(6)
$ 10,054,298.78
Class PT1-II-21A
(5)
$ 10,928,353.67
Class PT1-II-21B
(6)
$ 10,928,353.67
Class PT1-II-22A
(5)
$125,189,163.88
Class PT1-II-22B
(6)
$125,189,163.88
Class PT1-II-23A
(5)
$ 4,592,001.61
Class PT1-II-23B
(6)
$ 4,592,001.61
Class PT1-II-24A
(5)
$ 29,729,338.55
Class PT1-II-24B
(6)
$ 29,729,338.55
Class PT1-II-25A
(5)
$ 2,048,346.30
Class PT1-II-25B
(6)
$
2,048,346.30
Class PT1-II-26A
(5)
$ 1,768,439.71
Class PT1-II-26B
(6)
$ 1,768,439.71
Class PT1-II-27A
(5)
$ 1,707,021.86
Class PT1-II-27B
(6)
$ 1,707,021.86
Class PT1-II-28A
(5)
$ 1,647,724.41
Class PT1-II-28B
(6)
$ 1,647,724.41
Class PT1-II-29A
(5)
$ 1,590,780.47
Class PT1-II-29B
(6)
$ 1,590,780.47
Class PT1-II-30A
(5)
$ 1,535,484.23
Class PT1-II-30B
(6)
$ 1,535,484.23
Class PT1-II-31A
(5)
$ 1,482,166.42
Class PT1-II-31B
(6)
$ 1,482,166.42
Class PT1-II-32A
(5)
$ 1,430,618.53
Class PT1-II-32B
(6)
$ 1,430,618.53
Class PT1-II-33A
(5)
$ 1,782,775.63
Class PT1-II-33B
(6)
$ 1,782,775.63
Class PT1-II-34A
(5)
$ 2,984,476.13
Class PT1-II-34B
(6)
$
2,984,476.13
Class PT1-II-35A
(5)
$ 1,677,547.57
Class PT1-II-35B
(6)
$ 1,677,547.57
Class PT1-II-36A
(5)
$ 1,513,726.51
Class PT1-II-36B
(6)
$ 1,513,726.51
Class PT1-II-37A
(5)
$ 1,165,946.89
Class PT1-II-37B
(6)
$ 1,165,946.89
Class PT1-II-38A
(5)
$ 1,036,156.29
Class PT1-II-38B
(6)
$ 1,036,156.29
Class PT1-II-39A
(5)
$ 1,001,270.03
Class PT1-II-39B
(6)
$ 1,001,270.03
Class PT1-II-40A
(5)
$
967,538.19
Class PT1-II-40B
(6)
$
967,538.19
Class PT1-II-41A
(5)
$
934,925.86
Class PT1-II-41B
(6)
$
934,925.86
Class PT1-II-42A
(5)
$
903,390.82
Class PT1-II-42B
(6)
$
903,390.82
Class PT1-II-43A
(5)
$
872,899.75
Class PT1-II-43B
(6)
$ 872,899.75
Class PT1-II-44A
(5)
$
843,419.29
Class PT1-II-44B
(6)
$
843,419.29
Class PT1-II-45A
(5)
$
814,916.99
Class PT1-II-45B
(6)
$
814,916.99
Class PT1-II-46A
(5)
$
787,361.79
Class PT1-II-46B
(6)
$
787,361.79
Class PT1-II-47A
(5)
$
760,722.80
Class PT1-II-47B
(6)
$
760,722.80
Class PT1-II-48A
(5)
$
734,970.11
Class PT1-II-48B
(6)
$
734,970.11
Class PT1-II-49A
(5)
$
710,074.35
Class PT1-II-49B
(6)
$
710,074.35
Class PT1-II-50A
(5)
$
686,008.09
Class PT1-II-50B
(6)
$
686,008.09
Class PT1-II-51A
(5)
$
662,744.13
Class PT1-II-51B
(6)
$
662,744.13
Class PT1-II-52A
(5)
$
640,256.37
Class PT1-II-52B
(6)
$
640,256.37
Class PT1-II-53A
(5)
$ 17,962,609.97
Class PT1-II-53B
(6)
$ 17,962,609.97
Class PT1-PFIO
(7)
N/A
Class PT1-R
(8)
(8)
--------------------
(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 REMIC PF
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 REMIC PF Loan Group I WAC Rate, subject to a maximum
rate of
11.2%.
(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 REMIC PF Loan Group I WAC
Rate over
(B) 11.2%.
(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 weighted
average of
the REMIC PF Interest Rates for the Class PF-IIA and Class
PF-IIB
Interests.
(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 weighted average of the REMIC PF Interest Rates for
the
Class
PF-IIA and Class PF-IIB Interests, subject to a maximum rate of
11.2%.
(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 weighted average of the
REMIC PF
Interest Rates for the Class PF-IIA and Class PF-IIB Interests
over (B)
11.2%.
(7) This Pooling
Tier REMIC-1 Regular Interest is an interest-only interest
and does
not have a Pooling-Tier REMIC-1 Principal Amount. On each
Distribution Date, this Pooling-Tier REMIC-1 Regular Interest shall
be
entitled
to receive all interest distributable on the Class PF-IO
Interest.
(8) The Class
PT1-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 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
(including,
for the first Distribution Date only, the portion of the Closing
Date Deposit
Amount allocable to the Group I Mortgage Loans) shall be allocated
to the
outstanding Pooling-Tier REMIC-1 Regular Interest relating to the
Group I
Mortgage Loans with the lowest numerical denomination until the
Pooling-Tier
REMIC-1 Principal Amount of such interest is reduced to zero,
provided that,
with respect to Pooling-Tier REMIC-1 Regular Interests relating to
Loan Group I
with the same numerical denomination, such Realized Losses,
Subsequent
Recoveries and payments of principal shall be allocated pro rata
between such
Pooling-Tier REMIC-1 Regular Interests, until the Pooling-Tier
REMIC-1 Principal
Amount of such interests is reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group II Mortgage Loans
(including
the Subsequent Mortgage Loans) (including, for the first
Distribution Date only,
the portion of the Closing Date Deposit Amount allocable to the
Group II
Mortgage Loans and, for the first three Distribution Dates only,
amounts paid as
principal from the Pre-Funding Account) shall be allocated to the
outstanding
Pooling-Tier REMIC-1 Regular Interest relating to the Group II
Mortgage Loans
with the lowest numerical denomination until the Pooling-Tier
REMIC-1 Principal
Amount of such interest is reduced to zero, provided that, with
respect to
Pooling-Tier REMIC-1 Regular Interests relating to Loan Group II
with the same
numerical denomination, such Realized Losses, Subsequent Recoveries
and payments
of principal shall be allocated pro rata between such Pooling-Tier
REMIC-1
Regular Interests, until the Pooling-Tier REMIC-1 Principal Amount
of such
interests is reduced to zero.
Pooling-Tier REMIC-2
Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such interest, other than the Class
PT2-R
Interest, is hereby designated as a regular interest in
Pooling-Tier REMIC-2.
Pooling-Tier REMIC-2 Interests with an "I" in their designation
shall relate to
the Group I Mortgage Loans and Pooling Tier REMIC-2 Interests with
a "II" in
their designation shall relate to the Group II Mortgage Loans. The
Class PT2-R
Interest is hereby designated as the sole class of residual
interest in
Pooling-Tier REMIC-2 and shall be represented by the Class R
Certificates.
<TABLE>
<CAPTION>
Pooling-Tier
Corresponding
Corresponding
Pooling-Tier
REMIC-2
Corresponding Pooling-Tier
Scheduled
REMIC-2
Initial
Pooling-Tier
REMIC-1
Crossover
Pooling-Tier
Interest
Principal
REMIC-2 IO
Regular
Distribution
REMIC-2 Interest Rate
Amount
Interest
Interest
Date
----------------
--------------
--------------- -----------------
---------------
----------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-1
(1)
$54,166,744.76
N/A
N/A
N/A
Class PT2-I-2A
(2)
$8,505,465.14 Class
PT2-I-IO-2
N/A
N/A
Class PT2-I-2B
(3)
$8,505,465.14
N/A
N/A
N/A
Class PT2-I-3A
(2)
$8,228,218.31 Class
PT2-I-IO-3
N/A
N/A
Class PT2-I-3B
(3)
$8,228,218.31
N/A
N/A
N/A
Class PT2-I-4A
(2)
$7,965,680.22 Class
PT2-I-IO-4
N/A
N/A
Class PT2-I-4B
(3)
$7,965,680.22
N/A
N/A
N/A
Class PT2-I-5A
(2)
$7,716,729.50 Class
PT2-I-IO-5
N/A
N/A
Class PT2-I-5B
(3)
$7,716,729.50
N/A
N/A
N/A
Class PT2-I-6A
(2)
$7,480,276.08 Class
PT2-I-IO-6
N/A
N/A
Class PT2-I-6B
(3)
$7,480,276.08
N/A
N/A
N/A
Class PT2-I-7A
(2)
$7,255,263.06 Class
PT2-I-IO-7
N/A
N/A
Class PT2-I-7B
(3)
$7,255,263.06
N/A
N/A
N/A
Class PT2-I-8A
(2)
$7,040,668.66 Class
PT2-I-IO-8
N/A
N/A
Class PT2-I-8B
(3)
$7,040,668.66
N/A
N/A
N/A
Class PT2-I-9A
(2)
$6,835,508.47 Class
PT2-I-IO-9
N/A
N/A
Class PT2-I-9B
(3)
$6,835,508.47
N/A
N/A
N/A
Class PT2-I-10A (2)
$6,638,837.64 Class
PT2-I-IO-10 N/A
N/A
Class PT2-I-10B (3)
$6,638,837.64
N/A
N/A
N/A
Class PT2-I-11A (2)
$6,449,730.94 Class
PT2-I-IO-11 N/A
N/A
Class PT2-I-11B (3)
$6,449,730.94
N/A
N/A
N/A
Class PT2-I-12A (2)
$6,267,312.84 Class
PT2-I-IO-12 N/A
N/A
Class PT2-I-12B (3)
$6,267,312.84
N/A
N/A
N/A
Class PT2-I-13A (2)
$6,090,564.43 Class
PT2-I-IO-13 N/A
N/A
Class PT2-I-13B (3)
$6,090,564.43
N/A
N/A
N/A
Class PT2-I-14A (2)
$5,904,282.55 Class
PT2-I-IO-14 N/A
N/A
Class PT2-I-14B (3)
$5,904,282.55
N/A
N/A
N/A
Class PT2-I-15A
(2)
$5,670,208.08 Class
PT2-I-IO-15 N/A
N/A
Class PT2-I-15B (3)
$5,670,208.08
N/A
N/A
N/A
Class PT2-I-16A (2)
$5,441,650.06 Class
PT2-I-IO-16 N/A
N/A
Class PT2-I-16B (3)
$5,441,650.06
N/A
N/A
N/A
Class PT2-I-17A (2)
$5,210,239.06 Class
PT2-I-IO-17 N/A
N/A
Class PT2-I-17B (3)
$5,210,239.06
N/A
N/A
N/A
Class PT2-I-18A (2)
$4,988,594.22 Class
PT2-I-IO-18 N/A
N/A
Class PT2-I-18B (3)
$4,988,594.22
N/A
N/A
N/A
Class PT2-I-19A (2)
$4,795,313.82 Class
PT2-I-IO-19 N/A
N/A
Class PT2-I-19B (3)
$4,795,313.82
N/A
N/A
N/A
Class PT2-I-20A
(2)
$4,679,332.92 Class
PT2-I-IO-20 N/A
N/A
Class PT2-I-20B (3)
$4,679,332.92
N/A
N/A
N/A
Class PT2-I-21A (2)
$5,086,123.48 Class
PT2-I-IO-21 N/A
N/A
Class PT2-I-21B (3)
$5,086,123.48
N/A
N/A
N/A
Class PT2-I-22A (2)
$58,263,812.27 Class
PT2-I-IO-22 N/A
N/A
Class PT2-I-22B (3)
$58,263,812.27
N/A
N/A
N/A
Class PT2-I-23A (2)
$2,137,145.99 Class
PT2-I-IO-23 N/A
N/A
Class PT2-I-23B (3)
$2,137,145.99
N/A
N/A
N/A
Class PT2-I-24A (2)
$13,836,218.30 Class
PT2-I-IO-24 N/A
N/A
Class PT2-I-24B (3)
$13,836,218.30
N/A
N/A
N/A
Class PT2-I-25A (2)
$ 953,313.05
Class
PT2-I-IO-25 N/A
N/A
Class PT2-I-25B (3)
$ 953,313.05
N/A
N/A
N/A
Class PT2-I-26A (2)
$ 823,042.79
Class
PT2-I-IO-26 N/A
N/A
Class PT2-I-26B (3)
$ 823,042.79
N/A
N/A
N/A
Class PT2-I-27A (2)
$ 794,458.54
Class
PT2-I-IO-27 N/A
N/A
Class PT2-I-27B (3)
$ 794,458.54
N/A
N/A
N/A
Class PT2-I-28A (2)
$ 766,861.14
Class
PT2-I-IO-28 N/A
N/A
Class PT2-I-28B (3)
$ 766,861.14
N/A
N/A
N/A
Class PT2-I-29A (2)
$ 740,359.08
Class
PT2-I-IO-29 N/A
N/A
Class PT2-I-29B (3)
$ 740,359.08
N/A
N/A
N/A
Class PT2-I-30A (2)
$ 714,623.87
Class
PT2-I-IO-30 N/A
N/A
Class PT2-I-30B (3)
$ 714,623.87
N/A
N/A
N/A
Class PT2-I-31A (2)
$ 689,809.43
Class
PT2-I-IO-31 N/A
N/A
Class PT2-I-31B (3)
$ 689,809.43
N/A
N/A
N/A
Class PT2-I-32A (2)
$ 665,818.72
Class
PT2-I-IO-32 N/A
N/A
Class PT2-I-32B (3)
$
665,818.72
N/A
N/A
N/A
Class PT2-I-33A (2)
$ 829,714.82
Class
PT2-I-IO-33 N/A
N/A
Class PT2-I-33B (3)
$ 829,714.82
N/A
N/A
N/A
Class PT2-I-34A (2)
$1,388,993.67 Class
PT2-I-IO-34 N/A
N/A
Class PT2-I-34B (3)
$1,388,993.67
N/A
N/A
N/A
Class PT2-I-35A (2)
$
780,741.03
Class PT2-I-IO-35 N/A
N/A
Class PT2-I-35B (3)
$ 780,741.03
N/A
N/A
N/A
Class PT2-I-36A (2)
$ 704,497.69
Class
PT2-I-IO-36 N/A
N/A
Class PT2-I-36B (3)
$ 704,497.69
N/A
N/A
N/A
Class PT2-I-37A (2)
$ 542,638.91
Class
PT2-I-IO-37 N/A
N/A
Class PT2-I-37B (3)
$ 542,638.91
N/A
N/A
N/A
Class PT2-I-38A (2)
$ 482,233.56
Class
PT2-I-IO-38 N/A
N/A
Class PT2-I-38B (3)
$ 482,233.56
N/A
N/A
N/A
Class PT2-I-39A (2)
$ 465,997.27
Class
PT2-I-IO-39 N/A
N/A
Class PT2-I-39B (3)
$ 465,997.27
N/A
N/A
N/A
Class PT2-I-40A (2)
$ 450,298.26
Class
PT2-I-IO-40 N/A
N/A
Class PT2-I-40B (3)
$ 450,298.26
N/A
N/A
N/A
Class PT2-I-41A (2)
$ 435,120.29
Class
PT2-I-IO-41 N/A
N/A
Class PT2-I-41B (3)
$ 435,120.29
N/A
N/A
N/A
Class PT2-I-42A (2)
$ 420,443.68
Class
PT2-I-IO-42 N/A
N/A
Class PT2-I-42B (3)
$ 420,443.68
N/A
N/A
N/A
Class PT2-I-43A (2)
$ 406,252.95
Class
PT2-I-IO-43 N/A
N/A
Class PT2-I-43B (3)
$ 406,252.95
N/A
N/A
N/A
Class PT2-I-44A (2)
$ 392,532.56
Class
PT2-I-IO-44 N/A
N/A
Class PT2-I-44B (3)
$ 392,532.56
N/A
N/A
N/A
Class PT2-I-45A (2)
$ 379,267.41
Class
PT2-I-IO-45 N/A
N/A
Class PT2-I-45B (3)
$ 379,267.41
N/A
N/A
N/A
Class PT2-I-46A (2)
$ 366,443.06
Class
PT2-I-IO-46 N/A
N/A
Class PT2-I-46B (3)
$ 366,443.06
N/A
N/A
N/A
Class PT2-I-47A (2)
$ 354,045.10
Class
PT2-I-IO-47 N/A
N/A
Class PT2-I-47B (3)
$ 354,045.10
N/A
N/A
N/A
Class PT2-I-48A (2)
$ 342,059.64
Class
PT2-I-IO-48 N/A
N/A
Class PT2-I-48B (3)
$ 342,059.64
N/A
N/A
N/A
Class PT2-I-49A (2)
$ 330,473.00
Class
PT2-I-IO-49 N/A
N/A
Class PT2-I-49B (3)
$ 330,473.00
N/A
N/A
N/A
Class PT2-I-50A (2)
$ 319,272.41
Class
PT2-I-IO-50 N/A
N/A
Class PT2-I-50B (3)
$ 319,272.41
N/A
N/A
N/A
Class PT2-I-51A (2)
$ 308,445.22
Class
PT2-I-IO-51 N/A
N/A
Class PT2-I-51B (3)
$ 308,445.22
N/A
N/A
N/A
Class PT2-I-52A (2)
$ 297,979.28
Class
PT2-I-IO-52 N/A
N/A
Class PT2-I-52B (3)
$ 297,979.28
N/A
N/A
N/A
Class PT2-I-53A (2)
$8,359,909.93 Class
PT2-I-IO-53 N/A
N/A
Class PT2-I-53B (3)
$8,359,909.93
N/A
N/A
N/A
Class PT2-I-IO-2 (4)
(4)
N/A
Class PT1-I-2A September 2006
Class PT2-I-IO-3 (5)
(5)
N/A
Class PT1-I-3A October 2006
Class PT2-I-IO-4 (6)
(6)
N/A
Class PT1-I-4A November
2006
Class PT2-I-IO-5 (6)
(6)
N/A
Class PT1-I-5A December
2006
Class PT2-I-IO-6 (6)
(6)
N/A
Class PT1-I-6A January 2007
Class PT2-I-IO-7 (6)
(6)
N/A
Class PT1-I-7A February
2007
Class PT2-I-IO-8 (6)
(6)
N/A
Class PT1-I-8A March
2007
Class PT2-I-IO-9 (6)
(6)
N/A
Class PT1-I-9A April
2007
Class PT2-I-IO-10 (6)
(6)
N/A
Class PT1-I-10A May
2007
Class PT2-I-IO-11 (6)
(6)
N/A
Class PT1-I-11A June 2007
Class PT2-I-IO-12 (6)
(6)
N/A
Class PT1-I-12A July 2007
Class PT2-I-IO-13 (6)
(6)
N/A
Class PT1-I-13A August 2007
Class PT2-I-IO-14 (6)
(6)
N/A
Class PT1-I-14A September 2007
Class PT2-I-IO-15 (6)
(6)
N/A
Class PT1-I-15A October 2007
Class PT2-I-IO-16 (6)
(6)
N/A
Class PT1-I-16A November
2007
Class PT2-I-IO-17 (6)
(6)
N/A
Class PT1-I-17A December
2007
Class PT2-I-IO-18 (6)
(6)
N/A
Class PT1-I-18A
January 2008
Class PT2-I-IO-19 (6)
(6)
N/A
Class PT1-I-19A February
2008
Class PT2-I-IO-20 (6)
(6)
N/A
Class PT1-I-20A March
2008
Class PT2-I-IO-21 (6)
(6)
N/A
Class PT1-I-21A
April 2008
Class PT2-I-IO-22 (6)
(6)
N/A
Class PT1-I-22A May
2008
Class PT2-I-IO-23 (6)
(6)
N/A
Class PT1-I-23A June
2008
Class PT2-I-IO-24 (6)
(6)
N/A
Class PT1-I-24A
July 2008
Class PT2-I-IO-25 (6)
(6)
N/A
Class PT1-I-25A
August 2008
Class PT2-I-IO-26 (6)
(6)
N/A
Class PT1-I-26A September
2008
Class PT2-I-IO-27 (6)
(6)
N/A
Class PT1-I-27A
October 2008
Class PT2-I-IO-28 (6)
(6)
N/A
Class PT1-I-28A November
2008
Class PT2-I-IO-29 (6)
(6)
N/A
Class PT1-I-29A December
2008
Class PT2-I-IO-30 (6)
(6)
N/A
Class PT1-I-30A January 2009
Class PT2-I-IO-31 (6)
(6)
N/A
Class PT1-I-31A February
2009
Class PT2-I-IO-32 (6)
(6)
N/A
Class PT1-I-32A March
2009
Class PT2-I-IO-33 (6)
(6)
N/A
Class PT1-I-33A
April 2009
Class PT2-I-IO-34 (6)
(6)
N/A
Class PT1-I-34A May
2009
Class PT2-I-IO-35 (6)
(6)
N/A
Class PT1-I-35A June
2009
Class PT2-I-IO-36 (6)
(6)
N/A
Class PT1-I-36A July
2009
Class PT2-I-IO-37 (6)
(6)
N/A
Class PT1-I-37A August
2009
Class PT2-I-IO-38 (6)
(6)
N/A
Class PT1-I-38A September
2009
Class PT2-I-IO-39 (6)
(6)
N/A
Class PT1-I-39A October
2009
Class PT2-I-IO-40 (6)
(6)
N/A
Class PT1-I-40A November
2009
Class PT2-I-IO-41 (6)
(6)
N/A
Class PT1-I-41A December
2009
Class PT2-I-IO-42 (6)
(6)
N/A
Class PT1-I-42A January
2010
Class PT2-I-IO-43 (6)
(6)
N/A
Class PT1-I-43A February
2010
Class PT2-I-IO-44 (6)
(6)
N/A
Class
PT1-I-44A
March 2010
Class PT2-I-IO-45 (6)
(6)
N/A
Class PT1-I-45A April
2010
Class PT2-I-IO-46 (6)
(6)
N/A
Class PT1-I-46A May
2010
Class PT2-I-IO-47 (6)
(6)
N/A
Class PT1-I-47A June
2010
Class PT2-I-IO-48 (6)
(6)
N/A
Class PT1-I-48A July
2010
Class PT2-I-IO-49 (6)
(6)
N/A
Class PT1-I-49A August
2010
Class PT2-I-IO-50 (6)
(6)
N/A
Class PT1-I-50A September
2010
Class PT2-I-IO-51 (6)
(6)
N/A
Class PT1-I-51A October
2010
Class PT2-I-IO-52 (6)
(6)
N/A
Class PT1-I-52A November
2010
Class PT2-I-IO-53 (6)
(6)
N/A
Class PT1-I-53A December
2010
Class PT2-II-1
(7)
$116,385,955.94
N/A
N/A
N/A
Class PT2-II-2A (8)
$18,275,358.71 Class
PT2-II-IO-2 N/A
N/A
Class PT2-II-2B (9)
$18,275,358.71
N/A
N/A
N/A
Class PT2-II-3A (8)
$17,679,649.34 Class
PT2-II-IO-3 N/A
N/A
Class PT2-II-3B (9)
$17,679,649.34
N/A
N/A
N/A
Class PT2-II-4A (8)
$17,115,544.08 Class
PT2-II-IO-4 N/A
N/A
Class PT2-II-4B (9)
$17,115,544.08
N/A
N/A
N/A
Class PT2-II-5A (8)
$16,580,633.45 Class
PT2-II-IO-5 N/A
N/A
Class PT2-II-5B (9)
$16,580,633.45
N/A
N/A
N/A
Class PT2-II-6A (8)
$16,072,575.27 Class
PT2-II-IO-6 N/A
N/A
Class PT2-II-6B (9)
$16,072,575.27
N/A
N/A
N/A
Class PT2-II-7A (8)
$15,589,098.64 Class
PT2-II-IO-7 N/A
N/A
Class PT2-II-7B (9)
$15,589,098.64
N/A
N/A
N/A
Class PT2-II-8A (8)
$15,128,008.09 Class
PT2-II-IO-8 N/A
N/A
Class PT2-II-8B (9)
$15,128,008.09
N/A
N/A
N/A
Class PT2-II-9A
(8)
$14,687,188.43 Class
PT2-II-IO-9 N/A
N/A
Class PT2-II-9B (9)
$14,687,188.43
N/A
N/A
N/A
Class PT2-II-10A (8)
$14,264,609.56 Class
PT2-II-IO-10 N/A
N/A
Class PT2-II-10B (9)
$14,264,609.56
N/A
N/A
N/A
Class PT2-II-11A (8)
$13,858,283.41 Class
PT2-II-IO-11 N/A
N/A
Class PT2-II-11B
(9)
$13,858,283.41
N/A
N/A
N/A
Class PT2-II-12A (8)
$13,466,328.81 Class
PT2-II-IO-12 N/A
N/A
Class PT2-II-12B (9)
$13,466,328.81
N/A
N/A
N/A
Class PT2-II-13A (8)
$13,086,556.47 Class
PT2-II-IO-13 N/A
N/A
Class PT2-II-13B (9)
$13,086,556.47
N/A
N/A
N/A
Class PT2-II-14A (8)
$12,686,299.90 Class
PT2-II-IO-14 N/A
N/A
Class PT2-II-14B (9)
$12,686,299.90
N/A
N/A
N/A
Class PT2-II-15A (8)
$12,183,353.27 Class
PT2-II-IO-15 N/A
N/A
Class PT2-II-15B (9)
$12,183,353.27
N/A
N/A
N/A
Class PT2-II-16A (8)
$11,692,259.64 Class
PT2-II-IO-16 N/A
N/A
Class PT2-II-16B (9)
$11,692,259.64
N/A
N/A
N/A
Class PT2-II-17A (8)
$11,195,035.94 Class
PT2-II-IO-17 N/A
N/A
Class PT2-II-17B (9)
$11,195,035.94
N/A
N/A
N/A
Class PT2-II-18A (8)
$10,718,796.38 Class
PT2-II-IO-18 N/A
N/A
Class PT2-II-18B (9)
$10,718,796.38
N/A
N/A
N/A
Class PT2-II-19A (8)
$10,303,502.38 Class
PT2-II-IO-19 N/A
N/A
Class PT2-II-19B (9)
$10,303,502.38
N/A
N/A
N/A
Class PT2-II-20A (8)
$10,054,298.78 Class PT2-II-IO-20
N/A
N/A
Class PT2-II-20B (9)
$10,054,298.78
N/A
N/A
N/A
Class PT2-II-21A (8)
$10,928,353.67P Class PT2-II-IO-21
N/A
N/A
Class PT2-II-21B (9)
$10,928,353.67
N/A
N/A
N/A
Class PT2-II-22A (8)
$125,189,163.8 Class
PT2-II-IO-22 N/A
N/A
Class PT2-II-22B (9)
$125,189,163.88
N/A
N/A
N/A
Class PT2-II-23A (8)
$4,592,001.61 Class
PT2-II-IO-23 N/A
N/A
Class PT2-II-23B (9)
$4,592,001.61
N/A
N/A
N/A
Class PT2-II-24A (8)
$29,729,338.55 Class
PT2-II-IO-24 N/A
N/A
Class PT2-II-24B (9)
$29,729,338.55
N/A
N/A
N/A
Class PT2-II-25A (8)
$2,048,346.30 Class
PT2-II-IO-25 N/A
N/A
Class PT2-II-25B (9)
$2,048,346.30
N/A
N/A
N/A
Class PT2-II-26A (8)
$1,768,439.71 Class
PT2-II-IO-26 N/A
N/A
Class PT2-II-26B (9)
$1,768,439.71
N/A
N/A
N/A
Class PT2-II-27A (8)
$1,707,021.86 Class
PT2-II-IO-27 N/A
N/A
Class PT2-II-27B (9)
$1,707,021.86
N/A
N/A
N/A
Class PT2-II-28A (8)
$1,647,724.41 Class
PT2-II-IO-28 N/A
N/A
Class PT2-II-28B (9)
$1,647,724.41
N/A
N/A
N/A
Class PT2-II-29A (8)
$1,590,780.47 Class
PT2-II-IO-29 N/A
N/A
Class PT2-II-29B (9)
$1,590,780.47
N/A
N/A
N/A
Class PT2-II-30A (8)
$1,535,484.23 Class
PT2-II-IO-30 N/A
N/A
Class PT2-II-30B (9)
$1,535,484.23
N/A
N/A
N/A
Class PT2-II-31A (8)
$1,482,166.42 Class
PT2-II-IO-31 N/A
N/A
Class PT2-II-31B (9)
$1,482,166.42
N/A
N/A
N/A
Class PT2-II-32A (8)
$1,430,618.53 Class
PT2-II-IO-32 N/A
N/A
Class PT2-II-32B (9)
$1,430,618.53
N/A
N/A
N/A
Class PT2-II-33A (8)
$1,782,775.63 Class
PT2-II-IO-33 N/A
N/A
Class PT2-II-33B (9)
$1,782,775.63
N/A
N/A
N/A
Class PT2-II-34A (8)
$2,984,476.13 Class
PT2-II-IO-34 N/A
N/A
Class PT2-II-34B (9)
$2,984,476.13
N/A
N/A
N/A
Class PT2-II-35A (8)
$1,677,547.57 Class
PT2-II-IO-35 N/A
N/A
Class PT2-II-35B (9)
$1,677,547.57
N/A
N/A
N/A
Class PT2-II-36A (8)
$1,513,726.51 Class
PT2-II-IO-36 N/A
N/A
Class PT2-II-36B (9)
$1,513,726.51
N/A
N/A
N/A
Class PT2-II-37A (8)
$1,165,946.89 Class
PT2-II-IO-37 N/A
N/A
Class PT2-II-37B (9)
$1,165,946.89
N/A
N/A
N/A
Class PT2-II-38A (8)
$1,036,156.29 Class
PT2-II-IO-38 N/A
N/A
Class PT2-II-38B (9)
$1,036,156.29
N/A
N/A
N/A
Class PT2-II-39A (8)
$1,001,270.03 Class
PT2-II-IO-39 N/A
N/A
Class PT2-II-39B (9)
$1,001,270.03
N/A
N/A
N/A
Class PT2-II-40A (8)
$ 967,538.19
Class
PT2-II-IO-40 N/A
N/A
Class PT2-II-40B (9)
$ 967,538.19
N/A
N/A
N/A
Class PT2-II-41A (8)
$ 934,925.86
Class
PT2-II-IO-41 N/A
N/A
Class PT2-II-41B (9)
$ 934,925.86
N/A
N/A
N/A
Class PT2-II-42A (8)
$ 903,390.82
Class
PT2-II-IO-42 N/A
N/A
Class PT2-II-42B (9)
$ 903,390.82
N/A
N/A
N/A
Class PT2-II-43A (8)
$ 872,899.75
Class
PT2-II-IO-43 N/A
N/A
Class PT2-II-43B (9)
$ 872,899.75
N/A
N/A
N/A
Class PT2-II-44A (8)
$ 843,419.29
Class
PT2-II-IO-44 N/A
N/A
Class PT2-II-44B (9)
$ 843,419.29
N/A
N/A
N/A
Class PT2-II-45A (8)
$ 814,916.99
Class
PT2-II-IO-45 N/A
N/A
Class PT2-II-45B (9)
$ 814,916.99
N/A
N/A
N/A
Class PT2-II-46A (8)
$ 787,361.79
Class
PT2-II-IO-46 N/A
N/A
Class PT2-II-46B (9)
$ 787,361.79
N/A
N/A
N/A
Class PT2-II-47A (8)
$ 760,722.80
Class
PT2-II-IO-47 N/A
N/A
Class PT2-II-47B (9)
$ 760,722.80
N/A
N/A
N/A
Class PT2-II-48A (8)
$ 734,970.11
Class
PT2-II-IO-48 N/A
N/A
Class PT2-II-48B (9)
$ 734,970.11
N/A
N/A
N/A
Class PT2-II-49A (8)
$ 710,074.35
Class
PT2-II-IO-49 N/A
N/A
Class PT2-II-49B (9)
$ 710,074.35
N/A
N/A
N/A
Class PT2-II-50A (8)
$ 686,008.09
Class
PT2-II-IO-50 N/A
N/A
Class PT2-II-50B (9)
$ 686,008.09
N/A
N/A
N/A
Class PT2-II-51A (8)
$ 662,744.13
Class
PT2-II-IO-51 N/A
N/A
Class PT2-II-51B (9)
$ 662,744.13
N/A
N/A
N/A
Class PT2-II-52A (8)
$ 640,256.37
Class
PT2-II-IO-52 N/A
N/A
Class PT2-II-52B (9)
$ 640,256.37
N/A
N/A
N/A
Class PT2-II-53A (8)
$17,962,609.97 Class
PT2-II-IO-53 N/A
N/A
Class PT2-II-53B (9)
$17,962,609.97
N/A
N/A
N/A
Class PT2-II-IO-2 (4)
(4)
N/A
Class PT1-II-2A September 2006
Class PT2-II-IO-3 (5)
(5)
N/A
Class PT1-II-3A October 2006
Class PT2-II-IO-4 (5)
(5)
N/A
Class PT1-II-4A
November
2006
Class PT2-II-IO-5 (5)
(5)
N/A
Class PT1-II-5A December
2006
Class PT2-II-IO-6 (5)
(5)
N/A
Class PT1-II-6A January 2007
Class PT2-II-IO-7 (5)
(5)
N/A
Class PT1-II-7A February
2007
Class PT2-II-IO-8 (5)
(5)
N/A
Class PT1-II-8A March 2007
Class PT2-II-IO-9 (5)
(5)
N/A
Class PT1-II-9A April
2007
Class PT2-II-IO-10 (5)
(5)
N/A
Class PT1-II-10A May 2007
Class PT2-II-IO-11 (5)
(5)
N/A
Class PT1-II-11A June 2007
Class PT2-II-IO-12 (5)
(5)
N/A
Class PT1-II-12A July 2007
Class PT2-II-IO-13 (5)
(5)
N/A
Class PT1-II-13A August 2007
Class PT2-II-IO-14 (6)
(6)
N/A
Class PT1-II-14A September 2007
Class PT2-II-IO-15 (6)
(6)
N/A
Class PT1-II-15A October 2007
Class PT2-II-IO-16 (6)
(6)
N/A
Class PT1-II-16A November
2007
Class PT2-II-IO-17 (6)
(6)
N/A
Class PT1-II-17A December
2007
Class PT2-II-IO-18 (6)
(6)
N/A
Class PT1-II-18A January 2008
Class PT2-II-IO-19 (6)
(6)
N/A
Class PT1-II-19A February
2008
Class PT2-II-IO-20 (6)
(6)
N/A
Class PT1-II-20A March 2008
Class PT2-II-IO-21 (6)
(6)
N/A
Class PT1-II-21A April
2008
Class PT2-II-IO-22 (6)
(6)
N/A
Class PT1-II-22A May
2008
Class PT2-II-IO-23 (6)
(6)
N/A
Class PT1-II-23A June 2008
Class PT2-II-IO-24 (6)
(6)
N/A
Class PT1-II-24A July
2008
Class PT2-II-IO-25 (6)
(6)
N/A
Class PT1-II-25A August 2008
Class PT2-II-IO-26 (6)
(6)
N/A
Class PT1-II-26A September 2008
Class PT2-II-IO-27 (6)
(6)
N/A
Class PT1-II-27A October 2008
Class PT2-II-IO-28 (6)
(6)
N/A
Class PT1-II-28A November 2008
Class PT2-II-IO-29 (6)
(6)
N/A
Class PT1-II-29A December 2008
Class PT2-II-IO-30 (6)
(6)
N/A
Class PT1-II-30A January 2009
Class PT2-II-IO-31 (6)
(6)
N/A
Class PT1-II-31A February 2009
Class PT2-II-IO-32 (6)
(6)
N/A
Class PT1-II-32A March
2009
Class PT2-II-IO-33 (6)
(6)
N/A
Class PT1-II-33A April
2009
Class PT2-II-IO-34 (6)
(6)
N/A
Class PT1-II-34A May 2009
Class PT2-II-IO-35 (6)
(6)
N/A
Class
PT1-II-35A June 2009
Class PT2-II-IO-36 (6)
(6)
N/A
Class PT1-II-36A July 2009
Class PT2-II-IO-37 (6)
(6)
N/A
Class PT1-II-37A August 2009
Class PT2-II-IO-38 (6)
(6)
N/A
Class PT1-II-38A September 2009
Class PT2-II-IO-39 (6)
(6)
N/A
Class PT1-II-39A October 2009
Class PT2-II-IO-40 (6)
(6)
N/A
Class PT1-II-40A November
2009
Class PT2-II-IO-41 (6)
(6)
N/A
Class PT1-II-41A December 2009
Class PT2-II-IO-42 (6)
(6)
N/A
Class PT1-II-42A January 2010
Class PT2-II-IO-43 (6)
(6)
N/A
Class PT1-II-43A February 2010
Class PT2-II-IO-44 (6)
(6)
N/A
Class PT1-II-44A March 2010
Class PT2-II-IO-45 (6)
(6)
N/A
Class PT1-II-45A April 2010
Class PT2-II-IO-46 (6)
(6)
N/A
Class PT1-II-46A May 2010
Class PT2-II-IO-47 (6)
(6)
N/A
Class PT1-II-47A June 2010
Class PT2-II-IO-48 (6)
(6)
N/A
Class PT1-II-48A July 2010
Class PT2-II-IO-49 (6)
(6)
N/A
Class PT1-II-49A August 2010
Class PT2-II-IO-50 (6)
(6)
N/A
Class PT1-II-50A September 2010
Class PT2-II-IO-51 (6)
(6)
N/A
Class PT1-II-51A October 2010
Class PT2-II-IO-52 (6)
(6)
N/A
Class PT1-II-52A November
2010
Class PT2-II-IO-53 (6)
(6)
N/A
Class PT1-II-53A December 2010
Class PT2-PFIO
(10
(10)
N/A
N/A
N/A
Class Class PT2-R (11)
(11)
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) This
Pooling-Tier REMIC-2 IO Interest 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, this 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
product of
(i) the
excess, if any, of (a) the Pooling-Tier REMIC-1 Interest Rate
for
the
Corresponding Pooling-Tier REMIC-1 Regular Interest over (b)
Swap
LIBOR, and
(ii) a fraction the numerator of which is 122,220,752.74 and
the
denominator of which is 142,944,676.03. After the Corresponding
Actual
Crossover
Distribution Date, this Pooling-Tier REMIC-2 IO Interest shall
not accrue
interest.
(5) This
Pooling-Tier REMIC-2 IO Interest 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, this 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
product of
(i) the
excess, if any, of (a) the Pooling-Tier REMIC-1 Interest Rate
for
the
Corresponding Pooling-Tier REMIC-1 Regular Interest over (b)
Swap
LIBOR, and
(ii) a fraction the numerator of which is 117,615,366.77 and
the
denominator of which is 142,944,676.03. After the Corresponding
Actual
Crossover
Distribution Date, this Pooling-Tier REMIC-2 IO Interest shall
not accrue
interest.
(6) This
Pooling-Tier REMIC-2 IO Interest 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, this 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, this
Pooling-Tier
REMIC-2 IO
Interest shall not accrue interest.
(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 PF Loan
Group
II WAC
Rate.
(8) 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.
(9) 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.
(10) This Pooling-Tier
REMIC-2 Regular Interest is an interest-only interest
and does
not have a Pooling-Tier REMIC-2 Principal Amount. On each
Distribution Date, this Pooling-Tier REMIC-2 Regular Interest shall
be
entitled
to receive all interest distributable on the Class PT1-PFIO
Interest.
(11) 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
(including,
for the first Distribution Date only, the portion of the Closing
Date Deposit
Amount allocable to the Group I Mortgage Loans) shall be allocated
to the then
outstanding Pooling-Tier REMIC-2 Regular Interests (other than the
Pooling-Tier
REMIC-2 IO Interests) relating to the Group I Mortgage Loans with
the lowest
numerical denomination until the Pooling-Tier REMIC-2 Principal
Amount of such
interest is reduced to zero, provided that, for Pooling-Tier
REMIC-2 Regular
Interests relating to the Group I Mortgage Loans with the same
numerical
denomination, such Realized Losses, Subsequent Recoveries and
payments of
principal shall be allocated pro rata between such Pooling-Tier
REMIC-2 Regular
Interests, until the Pooling-Tier REMIC-2 Principal Amount of such
interests is
reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group II Mortgage Loans
(including
Subsequent Mortgage Loans) (including, for the first Distribution
Date only, the
portion of the Closing Date Deposit Amount allocable to the Group
II Mortgage
Loans and, for the first three Distribution Dates only, amounts
paid as
principal from the Pre-Funding Account) shall be allocated to the
then
outstanding Pooling-Tier REMIC-2 Regular Interests (other than the
Pooling-Tier
REMIC-2 IO Interests) relating to Loan Group II with the lowest
numerical
denomination until the Pooling-Tier REMIC-2 Principal Amount of
such interest is
reduced to zero, provided that, for Pooling-Tier REMIC-2 Regular
Interests
relating to the Group II Mortgage Loans with the same numerical
denomination,
such Realized Losses and payments of principal shall be allocated
pro rata
between such Pooling-Tier REMIC-2 Regular Interests, until the
Pooling-Tier
REMIC-2 Principal Amount of such interests is reduced to zero.
Lower-Tier REMIC
The Lower-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class LT-R Interest, is hereby
designated as a
regular interest in the Lower-Tier REMIC. The Class LT-R Interest
is hereby
designated as the sole class of residual interest in the Lower-Tier
REMIC and
shall be represented by the Class R Certificates.
<TABLE>
<CAPTION>
Corresponding
Upper-Tier
Lower-Tier
Lower-Tier
Initial Lower-Tier
REMIC Regular
REMIC Interest
Interest
Rate
Principal Amount
Interest
------------------
----------------
-----------------------------
------------------
<S>
<C>
<C>
<C>
Class LT-A-1
(1)
1/2 initial Class Certificate
A-1
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-A-2a
(1)
1/2 initial Class Certificate
A-2a
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-A-2b
(1)
1/2 initial Class Certificate
A-2b
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-A-2c
(1)
1/2 initial Class Certificate
A-2c
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-A-2d
(1)
1/2 initial Class Certificate
A-2d
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-M-1
(1)
1/2 initial Class Certificate
M-1
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-M-2
(1)
1/2 initial Class Certificate
M-2
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-M-3
(1)
1/2 initial Class Certificate
M-3
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-M-4
(1)
1/2 initial Class Certificate
M-4
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-M-5
(1)
1/2 initial Class Certificate
M-5
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-M-6
(1)
1/2 initial Class Certificate
M-6
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-B-1
(1)
1/2 initial Class Certificate
B-1
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-B-2
(1)
1/2 initial Class Certificate
B-2
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-B-3
(1)
1/2 initial Class Certificate
B-3
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-Accrual
(1)
1/2 Pool Stated Principal
N/A
Balance plus 1/2 Subordinated
Amount, less the aggregate
initial Lower-Tier Principal
Amount of Class LT-Group I
and Class LT Group II
Class LT-Group I
(2)
0.001% aggregate Stated
N/A
Principal Balance of Group I
Mortgage Loans(4)
Class LT-Group II
(3)
0.001% aggregate Stated
N/A
Principal Balance of
Group II Mortgage Loans(4)
Class LT-IO
(5)
(5)
N/A
Class LT-PFIO
(6)
(6)
Class LT-R
(7)
(7)
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 and
the Class
PT2-PFIO Interest).
(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 and
the Class
PT2- PFIO Interest) 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 and
the Class
PT2- PFIO Interest) 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) This
Lower-Tier REMIC Regular Interest is an interest-only interest
and
does not
have a Lower-Tier Principal Amount. On each Distribution Date,
this
Lower-Tier REMIC Regular Interest shall be entitled to receive
all
interest
distributable on the Class PT2-PFIO Interest.
(7) The Class
LT-R Interest is the sole class of residual interest in the
Lower-Tier
REMIC and it does not have a principal amount or an interest
rate.
Each Lower-Tier Regular Interest is hereby designated as a
regular
interest in the Lower-Tier REMIC. The Class LT-A-1, Class LT-A-2a,
Class
LT-A-2b, Class LT-A-2c, Class LT-A-2d, Class LT-M-1, Class LT-M-2,
Class LT-M-3,
Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class
LT-B-2 and Class
LT-B-3 Interests are hereby designated the LT-Accretion Directed
Classes (the
"LT-Accretion Directed Classes").
On each Distribution Date, 50% of the increase in the
Subordinated
Amount shall be payable as a reduction of the Lower-Tier Principal
Amount of the
LT-Accretion Directed Classes (each such Class will be reduced by
an amount
equal to 50% of any increase in the Subordinated Amount that is
attributable to
a reduction in the Class Certificate Balance of its Corresponding
Class) and
shall be accrued and added to the Lower-Tier Principal Amount of
the Class
LT-Accrual Interest. On each Distribution Date, the increase in the
Lower-Tier
Principal Amount of the Class LT-Accrual Interest shall not exceed
interest
accruals for such Distribution Date for the Class LT-Accrual
Interest. In the
event that: (i) 50% of the increase in the Subordinated Amount
exceeds (ii)
interest accruals on the Class LT-Accrual Interest for such
Distribution Date,
the excess for such Distribution Date (accumulated with all such
excesses for
all prior Distribution Dates) will be added to any increase in the
Subordinated
Amount for purposes of determining the amount of interest accrual
on the Class
LT-Accrual Interest payable as principal on the LT-Accretion
Directed Classes on
the next Distribution Date pursuant to the first sentence of this
paragraph. All
payments of scheduled principal and prepayments of principal
generated by the
Mortgage Loans (including, for the first Distribution Date only,
the Closing
Date Deposit Amount and, for the first three Distribution Dates
only, amounts
paid as principal from the Pre-Funding Account) and all Subsequent
Recoveries
allocable to principal shall be allocated (i) 50% to the Class
LT-Accrual
Interest, the Class LT-Group I Interest and Class LT-Group II
Interest (and
further allocated among these Lower-Tier Regular Interests in the
manner
described below) and (ii) 50% to the LT-Accretion Directed Classes
(such
principal payments and Subsequent Recoveries shall be allocated
among such
LT-Accretion Directed Classes in an amount equal to 50% of the
principal amounts
and Subsequent Recoveries allocated to their respective
Corresponding Classes),
until paid in full. Notwithstanding the above, principal payments
allocated to
the Class X Interest that result in the reduction in the
Subordinated Amount
shall be allocated to the Class LT-Accrual Interest (until paid in
full).
Realized Losses shall be applied so that after all distributions
have been made
on each Distribution Date (i) the Lower-Tier Principal Amount of
each of the
LT-Accretion Directed Classes is equal to 50% of the Class
Certificate Balance
of their Corresponding Class, and (ii) the Class LT-Accrual
Interest, the Class
LT-Group I Interest and the Class LT-Group II Interest (and further
allocated
among these Lower-Tier Regular Interests in the manner described
below) is equal
to 50% of the aggregate Stated Principal Balance of the Mortgage
Loans plus 50%
of the Subordinated Amount. Any increase in the Class Certificate
Balance of a
Class of Offered Certificates as a result of a Subsequent Recovery
shall
increase the Lower-Tier Principal Amount of the Corresponding
Lower-Tier Regular
Interest by 50% of such increase, and the remaining 50% of such
increase shall
increase the Lower-Tier Principal Amount of the Class LT-Accrual
Interest, the
Class LT-Group I Interest and the Class LT-Group II Interest (such
increase
shall be further allocated among such Lower-Tier Regular Interests
in the manner
described below). As among the Class LT-Accrual Interest, the Class
LT-Group I
Interest and the Class LT-Group II Interest, all payments of
scheduled principal
and prepayments of principal generated by the Mortgage Loans, all
Subsequent
Recoveries and all Realized Losses, allocable to such Lower-Tier
Regular
Interests and all increases in the Lower-Tier Principal Amount of
such
Lower-Tier Regular Interests as a result of Subsequent Recoveries
shall be
allocated (i) to the Class LT-Group I Interest and the Class
LT-Group II
Interest, each from the related Loan Group so that their respective
Lower-Tier
Principal Amounts (computed to at least eight decimal places) are
equal to
0.001% of the aggregate Stated Principal Balance of the Mortgage
Loans in the
related Loan Group and (ii) the remainder to the Class LT-Accrual
Interest.
Upper-Tier REMIC
The Upper-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class UT-R Interest, is hereby
designated as a
regular interest in the Upper-Tier REMIC. The Class UT-R Interest
is hereby
designated as the sole class of residual interests in the
Upper-Tier REMIC and
shall be represented by the Class R Certificates.
Corresponding
Upper-Tier REMIC
Upper-Tier
Initial Principal
Class of
Interest
Interest Rate Upper-Tier
Amount Certificates
-------------------- --------------- -------------------
---------------
Class A-1
(1)
$319,485,000
Class A-1
Class A-2a
(2)
$446,170,000
Class A-2a
Class A-2b
(2)
$164,570,000
Class A-2b
Class A-2c
(2)
$181,870,000
Class A-2c
Class A-2d
(2)
$123,900,000
Class A-2d
Class M-1
(3)
$75,200,000
Class M-1
Class M-2
(3)
$59,200,000
Class M-2
Class M-3
(3)
$29,600,000
Class M-3
Class M-4
(3)
$27,200,000
Class M-4
Class M-5
(3)
$26,400,000
Class M-5
Class M-6
(3)
$24,800,000
Class M-6
Class B-1
(3)
$23,200,000
Class B-1
Class B-2
(3)
$21,600,000
Class B-2
Class B-3
(3)
$16,800,000
Class B-3
Class IO
(4)
(4)
N/A
Class UT-PFIO
(5)
(5)
N/A
Class X
(6)
(6)
Class X
Class UT-R
(7)
(7)
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) This
Upper-Tier REMIC Regular Interest is an interest-only interest
and
does not
have an Upper-Tier Principal Amount. On each Distribution Date,
this
Upper-Tier REMIC Regular Interest shall be entitled to receive
all
interest
distributable on the Class LT-PFIO 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.
(6) The Class X
Interest has an initial principal balance of $60,004,461 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 and Class LT-PFIO Interests) 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 and
Class
LT-PFIO
Interests), 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.
(7) 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
Pass-Through
Class Certificate
Class Designation
Rate
Balance
--------------------
------------------
--------------------
Class A-1(9)
(1)
$319,485,000
Class A-2a(9)
(2)
$446,170,000
Class A-2b(9)
(3)
$164,570,000
Class A-2c(9)
(4)
$181,870,000
Class A-2d(9)
(5)
$123,900,000
Class M-1(9)
(6)
$75,200,000
Class M-2(9)
(6)
$59,200,000
Class M-3(9)
(6)
$29,600,000
Class M-4(9)
(6)
$27,200,000
Class M-5(9)
(6)
$26,400,000
Class M-6(9)
(6)
$24,800,000
Class B-1(9)
(6)
$23,200,000
Class B-2(9)
(6)
$21,600,000
Class B-3(9)
(6)
$16,800,000
Class X
(7)
$
0(7)
Class R
(8)
$
0(8)
------------------------
(1) The Class
A-1 Certificates will bear interest during each Interest
Accrual
Period at
a per annum rate equal to 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 Certificates will bear interest during each Interest
Accrual
Period at a per annum rate equal to 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 Certificates will bear interest during each Interest
Accrual
Period at a per annum rate equal to 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 Certificates will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (i) LIBOR plus
the
applicable Pass-Through Margin, (ii) the Loan Group II Cap and
(iii)
the WAC
Cap.
(5) The Class
A-2d Certificates will bear interest during each Interest
Accrual
Period at a per annum rate equal to the least of (i) LIBOR plus
the
applicable Pass-Through Margin, (ii) the Loan Group II Cap and
(iii)
the WAC
Cap.
(6) The Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class B-1,
Class B-2 and Class B-3 Certificates will bear interest during
each
Interest Accrual Period at a per annum rate equal to the lesser
of
(i) LIBOR
plus the applicable Pass-Through Margin, and (ii) the WAC Cap.
(7) The Class X
Certificates will represent beneficial ownership of the Class
X
Interest, the Class IO Interest, the Class UT-PFIO Interest,
the
Interest Rate
Swap Agreement, the right to receive Class IO Shortfalls and
amounts in
the Excess Reserve Fund Account and the Swap Account, subject
to the
obligation to make payments from the Excess Reserve Fund Account
in
respect of
Basis Risk CarryForward Amounts and amounts in the Swap Account
subject to
the obligation to make Net Swap Payments, Swap Termination
Payments
and Basis Risk CarryForward Amounts and, without duplication,
Upper Tier
CarryForward Amounts. For federal income tax purposes, the
Trustee
will treat a Class X Certificateholder's obligation to make
payments
from the Excess Reserve Fund Account or the Swap Account as
payments
made pursuant to an interest rate cap contract written by the
Class X
Certificateholders in favor of each Class of Offered
Certificates.
Such
rights of the Class X Certificateholders and Offered
Certificateholders shall be treated as held in the Grantor
Trust.
(8) The Class
UT-R Interest does not have an interest rate or a principal
balance.
(9) Each of
these Certificates will represent not only the ownership of the
Corresponding Class of Upper-Tier Regular Interest but also the
right to
receive
payments from the Excess Reserve Fund Account and the Swap
Account
in respect
of any Basis Risk CarryForward Amounts and, without
duplication, Upper Tier CarryForward Amounts. Each of these
Certificates
will also
be subject to the obligation to pay Class IO Shortfalls as
described
in Section 8.13. For federal income tax purposes, any amount
distributed on the Offered Certificates on any such Distribution
Date in
excess of
the amount distributable on their Corresponding Class of
Upper-Tier
Regular Interest on such Distribution Date shall be treated as
having
been paid from the Excess Reserve Fund Account or the Swap
Account,
as
applicable, and any amount distributable on such Corresponding
Class of
Upper-Tier
Regular Interest on such Distribution Date in excess of the
amount
distributable on the Offered Certificates on such Distribution
Date
shall be
treated as having been paid to the Swap Account, all pursuant
to,
and as
further provided in, Section 8.13. For federal income tax
purposes,
the
Trustee will treat a Certificateholder's right to receive
payments
from the
Excess Reserve Fund Account or the Swap Account as payments
made
pursuant
to an interest rate cap contract written by the Class X
Certificateholders.
The minimum denomination for each Class of Certificates, other
than
the Class P, Class R and the Class X Certificates, will be $25,000
with integral
multiples of $1 in excess thereof. The minimum denomination for the
Class P and
the Class X Certificates will each be a 1% Percentage Interest in
such Class.
The Class R Certificate will represent a 100% Percentage Interest
in such Class.
It is expected that each Class of Certificates will receive its
final distribution of principal and interest on or prior to the
Final Scheduled
Distribution Date.
Set forth below are designations of Classes of Certificates to
the
categories used herein:
Book-Entry Certificates........... All Classes of Certificates
other than the
Physical Certificates.
Class A Certificates.............. Class A-1, Class A-2a, Class
A-2b,
Class A-2c and Class A-2d Certificates.
Class B Certificates.............. Class B-1, Class B-2 and
Class B-3
Certificates.
Class M Certificates.............. Class M-1, Class M-2 and
Class M-3, Class
M-4, Class M-5 and Class M-6 Certificates.
Delay Certificates................ None.
ERISA-Restricted Certificates..... Class R, Class P and Class X
Certificates;
any certificate with a rating below the
lowest applicable permitted rating under
the Underwriters' Exemption.
Non-Delay Certificates............ Class A, Class X and
Subordinated
Certificates.
Offered Certificates.............. All Classes of Certificates
other than the
Private Certificates.
Physical Certificates............. Class P, Class X and Class R
Certificates.
Private Certificates.............. Class P, Class X and Class R
Certificates.
Rating Agencies................... 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 and Class B
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 Capitalized Interest Account, the
Collection
Accounts, the Distribution Account, any Escrow Account, the Excess
Reserve Fund
Account, the Pre-Funding Account or the Swap Account. Each Account
held by the
Trustee shall be a trust account which is an Eligible Account and
shall be
non-interest bearing.
Accrued Certificate Interest Distribution Amount: With respect
to
any Distribution Date for each Class of Offered Certificates, the
amount of
interest accrued during the related Interest Accrual Period at the
applicable
Pass-Through Rate on the related Class Certificate Balance
immediately prior to
such Distribution Date, as reduced by such Class's share of Net
Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for such
Distribution
Date allocated to such Class pursuant to Section 4.02.
Adjustable Rate Mortgage Loan: An adjustable rate Mortgage
Loan.
Adjusted Net Mortgage Rate: As to each Mortgage Loan and at any
time, the per annum rate equal to the Mortgage Rate less the
Expense Fee Rate.
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first
Due Date on which the related Mortgage Rate adjusts as set forth in
the related
Mortgage Note and each Due Date thereafter on which the Mortgage
Rate adjusts as
set forth in the related Mortgage Note.
Advance: Any P&I Advance or Servicing Advance.
Advance Facility: A financing or other facility as described in
Section 10.07.
Advancing Person: The
Person to whom 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.
Analytics Company: Intex Solutions, Inc., or any other bond
analytics service provider identified to the Trustee by the
Depositor.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate Class Certificate
Balance of the
Offered Certificates after distributions of principal on such
Distribution Date
exceeds the Current Maximum Amount 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) for any Distribution Date on or prior to the Distribution
Date
following the end of the Pre-Funding Period, any funds required to
be paid from
the Capitalized Interest Account to make up for any interest
shortfalls on the
Offered Certificates (which shall be treated as interest on the
Group II
Mortgage Loans); (vi) on the Distribution Date following the end of
the
Pre-Funding Period, all amounts, if any, on deposit in the
Pre-Funding Account;
(vii) amounts received with respect to such Distribution Date as
the Repurchase
Price in respect of a Mortgage Loan repurchased by the Depositor or
a
Responsible Party, as applicable, with respect to such Distribution
Date; (viii)
the proceeds received with respect to the termination of the Trust
Fund pursuant
to clause (a) of Section 9.01; and (ix) 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
Custodians or the Trustee are entitled to be paid or reimbursed
pursuant to this
Agreement.
Balloon Loan: Any Mortgage Loan that requires only payments of
interest until the stated maturity date of the Mortgage Loan or
Scheduled
Payments of principal which (not including the payment due on its
stated
maturity date) are based on an amortization schedule that would be
insufficient
to fully amortize the principal thereof by the stated maturity date
of the
Mortgage Loan.
Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the Principal Remittance
Amount for such
Distribution Date over (ii) the Excess Subordinated Amount, if any,
for such
Distribution Date.
Basis Risk CarryForward Amount: With respect to each Class of
Offered Certificates, as of any Distribution Date, the sum of (A)
if on such
Distribution Date the Pass- Through Rate for any Class of Offered
Certificates
is based upon a Loan Group Cap or the WAC Cap, the excess of (i)
the Accrued
Certificate Interest Distribution Amount such Class of Certificates
would
otherwise be entitled to receive on such Distribution Date had such
Pass-Through
Rate not been subject to any Loan Group Cap or WAC Cap (that is,
had such rate
been calculated as the sum of LIBOR and the applicable Pass-Through
Margin on
such Class of Certificates for such Distribution Date and the
resulting amount
being reduced by allocated Net Prepayment Interest Shortfalls and
Relief Act
Interest Shortfalls) over (ii) the Accrued Certificate Interest
Distribution
Amount received on such Distribution Date on such Class of
Certificates at, with
respect to each Class of Group I Class A Certificates, the lesser
of the Loan
Group I Cap or the WAC Cap, with respect to each Class of Group II
Class A
Certificates, the lesser of the Loan Group II Cap or the WAC Cap,
and with
respect to each other Class of Offered Certificates, the WAC Cap,
as applicable,
for such Distribution Date and (B) the Basis Risk CarryForward
Amount for such
Class of Certificates for all previous Distribution Dates not
previously paid,
together with interest thereon at a rate equal to the sum of LIBOR
and the
applicable Pass-Through Margin for such Class of Certificates for
such
Distribution Date.
Basis Risk Payment: For any Distribution Date, an amount equal
to
the lesser of (i) the aggregate of the Basis Risk CarryForward
Amounts for such
Distribution Date and (ii) the Class X Distributable Amount (prior
to any
reduction for (x) amounts paid from the Excess Reserve Fund Account
to pay any
Basis Risk CarryForward Amount or (y) any Defaulted 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, Delaware
or Utah, (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.
Capitalized Interest Account: The separate Eligible Account
created
and maintained by the Trustee pursuant to Section 3.07(f) for the
benefit of the
Certificateholders of the Offered Certificates and designated
"Deutsche Bank
National Trust Company in trust for registered Holders of Morgan
Stanley ABS
Capital I Inc. Trust 2006-HE5, Mortgage Pass-Through Certificates,
Series
2006-HE5."
Capitalized Interest Requirement: With respect to the
Distribution
Dates occurring in July 2006, August 2006 and September 2006, the
excess, if
any, of (x) the Accrued Certificate Interest Distribution Amount
for all classes
of the Offered Certificates for such Distribution Date over (y) all
scheduled
installments of interest (net of the related Expense Fees) due on
the Mortgage
Loans in the related Due Period. In no event shall the Capitalized
Interest
Requirement be less than zero.
Certificate: Any one of the Certificates executed by the Trustee
in
substantially the forms attached hereto as exhibits.
Certificate Balance: With respect to any Class of Certificates,
other than the Class X, Class P or Class R Certificates, at any
date, the
maximum dollar amount of principal to which the Holder thereof is
then entitled
hereunder, such amount being equal to the Denomination thereof
minus all
distributions of principal previously made with respect thereto and
in the case
of any Certificates, reduced by any Applied Realized Loss Amounts
allocated to
such Class of Certificates pursuant to Section 4.05; provided,
however, that
immediately following the Distribution Date on which a Subsequent
Recovery is
distributed, the Class Certificate Balances of any Class or Classes
of
Certificates that have been previously reduced by Applied Realized
Loss Amounts
will be increased, in order of seniority, by the amount of the
Subsequent
Recovery distributed on such Distribution Date (up to the amount of
the Unpaid
Realized Loss Amount for such Class or Classes for such
Distribution Date). The
Class X, Class P and Class R Certificates have no Certificate
Balance.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Book-Entry
Certificate.
Certificate Register: The register maintained pursuant to
Section 5.02.
Certificateholder or Holder: The person in whose name a
Certificate
is registered in the Certificate Register, except that, solely for
the purpose
of giving any consent pursuant to this Agreement, any Certificate
registered in
the name of the Depositor or any Affiliate of the Depositor shall
be deemed not
to be Outstanding and the Percentage Interest evidenced thereby
shall not be
taken into account in determining whether the requisite amount of
Percentage
Interests necessary to effect such consent has been obtained;
provided, however,
that if any such Person (including the Depositor) owns 100% of the
Percentage
Interests evidenced by a Class of Certificates, such Certificates
shall be
deemed to be Outstanding for purposes of any provision hereof that
requires the
consent of the Holders of Certificates of a particular Class as a
condition to
the taking of any action hereunder. The Trustee is entitled to rely
conclusively
on a certification of the Depositor or any Affiliate of the
Depositor in
determining which Certificates are registered in the name of an
Affiliate of the
Depositor.
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A Certificate Group: The Group I Class A Certificates or
the
Group II Class A Certificates, as applicable.
Class A Certificates: As specified in the Preliminary
Statement.
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) 54.50% of the Current Maximum Amount for such
Distribution
Date and (B) the excess, if any, of the Current Maximum Amount for
such
Distribution Date over $7,999,997.
Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1".
Class A-2a Certificates: All Certificates bearing the class
designation of "Class A-2a".
Class A-2b Certificates: All Certificates bearing the class
designation of "Class A-2b".
Class A-2c Certificates: All Certificates bearing the class
designation of "Class A-2c".
Class A-2d Certificates: All Certificates bearing the class
designation of "Class A-2d".
Class B Certificates: As specified in the Preliminary
Statement.
Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1".
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount for
such
Distribution Date), (E) the Class Certificate Balance of the Class
M-4
Certificates (after taking into account the distribution of the
Class M-4
Principal Distribution Amount for such Distribution Date), (F) the
Class
Certificate Balance of the Class M-5 Certificates (after taking
into account the
distribution of the Class M-5 Principal Distribution Amount for
such
Distribution Date), (G) the Class Certificate Balance of the Class
M-6
Certificates (after taking into account the distribution of the
Class M-6
Principal Distribution Amount for such Distribution Date) and (H)
the Class
Certificate Balance of the Class B-1 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 87.70% of the Current
Maximum
Amount for such Distribution Date and (B) the excess, if any, of
the Current
Maximum Amount for such Distribution Date over $7,999,997.
Class B-2 Certificates: All Certificates bearing the class
designation of "Class B-2".
Class B-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount for
such
Distribution Date), (E) the Class Certificate Balance of the Class
M-4
Certificates (after taking into account the distribution of the
Class M-4
Principal Distribution Amount for such Distribution Date), (F) the
Class
Certificate Balance of the Class M-5 Certificates (after taking
into account the
distribution of the Class M-5 Principal Distribution Amount for
such
Distribution Date), (G) the Class Certificate Balance of the Class
M-6
Certificates (after taking into account the distribution of the
Class M-6
Principal Distribution Amount for such Distribution Date), (H) the
Class
Certificate Balance of the Class B-1 Certificates (after taking
into account the
distribution of the Class B-1 Principal Distribution Amount for
such
Distribution Date), and (I) the Class Certificate Balance of the
Class B-2
Certificates immediately prior to such Distribution Date over (ii)
the lesser of
(A) 90.40% of the Current Maximum Amount for such Distribution Date
and (B) the
excess, if any, of the Current Maximum Amount for such Distribution
Date over
$7,999,997.
Class B-3 Certificates: All Certificates bearing the class
designation of "Class B-3".
Class B-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount for
such
Distribution Date), (E) the Class Certificate Balance of the Class
M-4
Certificates (after taking into account the distribution of the
Class M-4
Principal Distribution Amount for such Distribution Date), (F) the
Class
Certificate Balance of the Class M-5 Certificates (after taking
into account the
distribution of the Class M-5 Principal Distribution Amount for
such
Distribution Date), (G) the Class Certificate Balance of the Class
M-6
Certificates (after taking into account the distribution of the
Class M-6
Principal Distribution Amount for such Distribution Date), (H) the
Class
Certificate Balance of the Class B-1 Certificates (after taking
into account the
distribution of the Class B-1 Principal Distribution Amount for
such
Distribution Date), (I) the Class Certificate Balance of the Class
B-2
Certificates (after taking into account the distribution of the
Class B-2
Principal Distribution Amount for such Distribution Date) and (J)
the Class
Certificate Balance of the Class B-3 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 92.50% of the Current
Maximum
Amount for such Distribution Date and (B) the excess, if any, of
the Current
Maximum Amount for such Distribution Date over $7,999,997.
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 Defaulted 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: As specified in the Preliminary
Statement.
Class M-1 Enhancement Percentage: With respect to any
Distribution
Date, the percentage obtained by dividing (x) the sum of (i) the
aggregate Class
Certificate Balances of the Class M and Class B Certificates (other
than the
Class M-1 Certificates) and (ii) the Subordinated Amount, in each
case after
taking into account the distributions of the related Principal
Distribution
Amount and any principal payments on those Classes of Certificates
from the Swap
Account on that Distribution Date, by (y) the Current Maximum
Amount for such
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) 63.90%
of the Current Maximum Amount for such Distribution Date and (B)
the excess, if
any, of the Current Maximum Amount for such Distribution Date over
$7,999,997.
Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2".
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date) and (C) the Class Certificate
Balance of the
Class M-2 Certificates immediately prior to such Distribution Date
over (ii) the
lesser of (A) 71.30% of the Current Maximum Amount for such
Distribution Date
and (B) the excess, if any, of the Current Maximum Amount for such
Distribution
Date over $7,999,997.
Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-3".
Class M-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date) and
(D) the Class
Certificate Balance of the Class M-3 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 75.00% of the Current
Maximum
Amount for such Distribution Date and (B) the excess, if any, of
the Current
Maximum Amount for such Distribution Date over $7,999,997.
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) 78.40% of the Current Maximum Amount for such Distribution Date
and (B) the
excess, if any, of the Current Maximum Amount for such Distribution
Date over
$7,999,997.
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) 81.70% of the Current
Maximum
Amount for such Distribution Date and (B) the excess, if any, of
the Current
Maximum Amount for such Distribution Date over $7,999,997.
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) 84.80% of the Current Maximum Amount for such Distribution Date
and (B) the
excess, if any, of the Current Maximum Amount for such Distribution
Date over
$7,999,997.
Class P Certificates: All Certificates bearing the class
designation
of "Class P".
Class PF-R Interest: The residual interest in REMIC PF as
described
in the Preliminary Statement and the related footnote thereto.
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-PFIO: The Upper-Tier Regular Interest represented by
the
Class X Certificates as specified and described in the Preliminary
Statement and
the related footnote thereto.
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 Class UT-PFIO 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 Basis Risk CarryForward Amounts, and
any Defaulted
Swap Termination Payment payable to the Swap Provider.
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: June 30, 2006.
Closing Date Deposit Amount: $685,820.36 (all of which is
allocable
to principal) deposited by the Depositor into the Distribution
Account on the
Closing Date. $154.28 of the Closing Date Deposit Amount shall be
attributable
to the Group I Mortgage Loans and $685,66 of the Closing Date
Deposit Amount
shall be attributable to the Group II Mortgage Loans.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collection Account: As defined in Section 3.10(a).
Combined Loan to Value Ratio or CLTV: As of any date and as to
any
Second Lien Mortgage Loan, the ratio, expressed as a percentage, of
the (a) sum
of (i) the outstanding principal balance of the Second Lien
Mortgage Loan and
(ii) the outstanding principal balance as of such date of any
mortgage loan or
mortgage loans that are senior or equal in priority to the Second
Lien Mortgage
Loan and which are secured by the same Mortgaged Property to (b)
the Appraised
Value as determined pursuant to the Underwriting Guidelines of the
related
Mortgaged Property as of the origination of the Second Lien
Mortgage Loan.
Commission: The United States Securities and Exchange
Commission.
Compensating Interest: For any Distribution Date and each
Servicer,
the lesser of (a) the amount by which the Prepayment Interest
Shortfall
resulting from Principal Prepayments in Full 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-MS06H5, facsimile no.
(714)
247-6329, and which is the address to which notices to and
correspondence with
the Trustee should be directed.
Corresponding Actual Crossover Distribution Date: For each
Pooling-Tier REMIC-2 IO Interest, the related Corresponding
Scheduled Crossover
Distribution Date, unless on such date two times the aggregate
Pooling-Tier
REMIC-2 IO Notional Balance of each other Pooling-Tier REMIC-2 IO
Interest then
outstanding is less than the scheduled swap notional amount (taking
into account
the use of the multiplier) of the Interest Rate Swap Agreement
applicable for
such Distribution Date, in which case the Corresponding Actual
Crossover
Distribution Date for such Pooling-Tier REMIC-2 IO Interest shall
be the first
Distribution Date thereafter on which two times the aggregate of
the
Pooling-Tier REMIC-2 IO Notional Balance of each other Pooling-Tier
REMIC-2 IO
Interest then outstanding is greater than or equal to the scheduled
swap
notional amount (taking into account the use of the multiplier) of
the Interest
Rate Swap Agreement.
Corresponding Class: The class of interests in the Lower-Tier
REMIC
or Upper-Tier REMIC that corresponds to the class of interests in
the other such
REMIC or to a Class of Certificates in the manner set out
below:
Corresponding
Corresponding
Upper-Tier
Corresponding
Lower-Tier Class
Designation Regular
Interest Class of
Certificates
-------------------------------- ------------------- -----------------------
Class LT-A-1
Class A-1
Class A-1
Class LT-A-2a
Class A-2a
Class A-2a
Class LT-A-2b
Class A-2b
Class A-2b
Class LT-A-2c
Class A-2c
Class A-2c
Class LT-A-2d
Class A-2d
Class A-2d
Class LT-M-1
Class M-1
Class M-1
Class LT-M-2
Class M-2
Class M-2
Class LT-M-3
Class M-3
Class M-3
Class LT-M-4
Class M-4
Class M-4
Class LT-M-5
Class M-5
Class M-5
Class LT-M-6
Class M-6
Class M-6
Class LT-B-1
Class B-1
Class B-1
Class LT-B-2
Class B-2
Class B-2
Class LT-B-3
Class B-3
Class B-3
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.
Countrywide Amendment Regulation AB: The Amendment Regulation
AB,
dated as of January 26, 2006, by and among Countrywide
Servicing,
Countrywide Home Loans, Inc. and the Sponsor.
Countrywide Serviced Mortgage Loans: The WMC Mortgage Loans
purchased by the Sponsor pursuant to the WMC Purchase Agreement for
which
Countrywide Servicing is identified as the Servicer on the Mortgage
Loan
Schedule. From and after the Servicing Transfer Date, the NC
Capital Mortgage
Loans purchased by the Sponsor pursuant to the NC Capital Purchase
Agreement for
which Countrywide Servicing is identified as the Servicer on the
Mortgage Loan
Schedule.
Countrywide Servicing: Countrywide Home Loans Servicing LP, a
Texas
limited partnership, and its successors in interest.
Cumulative Loss Percentage: With respect to any Distribution
Date,
the percentage equivalent of a fraction, the numerator of which is
the aggregate
amount of Realized Losses incurred from the Cut-off Date through
the last day of
the related Prepayment Period and the denominator of which is the
Cut-off Date
Pool Principal Balance of the Mortgage Loans.
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) Maximum 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
-------------------------------------------------------------------------------
July 2008 through June 2009
1.500% for the first month, plus an
additional 1/12th of 1.850% for each month
thereafter (e.g., 2.425% in January 2009)
July 2009 through June 2010
3.350% for the first month, plus an
additional 1/12th of 1.950% for each month
thereafter (e.g., 4.325% in January 2010)
July 2010 through June 2011
5.300% for the first month, plus an
additional 1/12th of 1.500% for each month
thereafter (e.g., 6.050% in January 2011)
July 2011 through June 2012
6.800% for the first month, plus an
additional 1/12th of 0.850% for each month
thereafter (e.g., 7.225% in January 2012)
July 2012 and thereafter
7.650%
Current Maximum Amount: With respect to any Distribution Date,
the
sum of (i) the aggregate Stated Principal Balance of the Mortgage
Loans held by
the Trust for such Distribution Date, and (ii) with respect to each
Distribution
Date prior to September 22, 2006, the aggregate amount on deposit
in the
Pre-Funding Account on that Distribution Date, net of investment
earnings on
deposit therein.
Custodial File: With respect to each Mortgage Loan, the file
retained by the applicable Custodian consisting of items (a) - (h)
as listed on
Exhibit K hereto.
Custodian: With respect to the WMC Mortgage Loans, Wells Fargo,
and
with respect to the Decision One Mortgage Loans, LaSalle.
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 WMC Mortgage Loans, the Decision
One Mortgage
Loans or the NC Capital Mortgage Loans, as applicable, to which the
Depositor
and the applicable Custodian have previously agreed, for custodial
services
rendered with respect to the WMC Mortgage Loans, the Decision One
Mortgage Loans
or the NC Capital 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 July 2006 only, the portion of the Closing
Date Deposit
Amount allocable to principal (calculated on an actual/360
basis).
Custodian's Weighted Average Percentage: As defined in
Section 8.14(e).
Cut-off Date: With respect to the Initial Mortgage Loans, June
1,
2006, and with respect to each Subsequent Mortgage Loan, the
related Subsequent
Cut-off Date.
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
Responsible
Parties as of the Cut-off Date to the Depositor or the Sponsor
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 Responsible
Party with
respect to 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
Sponsor 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 Fourth Amended and
Restated
Mortgage Loan Purchase and Warranties Agreement, dated as of May 1,
2006, by and
between Decision One and the Sponsor, a copy of which is attached
hereto as
Exhibit P.
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 unpaid
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
Current Maximum Amount for such Distribution Date equals or exceeds
35.15% 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 unpaid principal balance of the Mortgage Loans for
such
Distribution Date equals or exceeds 44.30% of the prior period's
Class M-1
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.
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 2006-HE5 Mortgage Pass-Through Certificates,
Series
2006-HE5." 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 July
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 Servicers 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 2006-HE5,
Mortgage
Pass-Through Certificates, Series 2006-HE5." 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: The Securities Exchange Act of 1934, as amended.
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.
Expense Fees: As to each Mortgage Loan, the sum of the
Servicing
Fee, the Trustee Fee, the Custodian Fee and any lender-paid primary
mortgage
insurance fee, if applicable.
Extra Principal Distribution Amount: As of any Distribution
Date,
the lesser of (x) the related Total Monthly Excess Spread for such
Distribution
Date and (y) the related Subordination Deficiency for such
Distribution Date.
Fannie Mae: The Federal National Mortgage Association, or any
successor thereto.
Fannie Mae Guides: The Fannie Mae Sellers' Guide and the Fannie
Mae Servicers' Guide and all amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
Final Recovery Determination: With respect to any defaulted
Mortgage
Loan or any REO Property (other than any Mortgage Loan or REO
Property purchased
by the applicable Responsible Party or the Depositor, as
applicable, as
contemplated by this Agreement), a determination made by the
applicable Servicer
that all Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds and
other payments or recoveries which the applicable Servicer, in its
reasonable
good faith judgment, expects to be finally recoverable in respect
thereof have
been so recovered. Each Servicer shall maintain records, prepared
by a Servicing
Officer, of each Final Recovery Determination made thereby.
Final Scheduled Distribution Date: The Final Scheduled
Distribution
Date for each Class of Certificates is the Distribution Date in
August 2036.
First Lien Mortgage Loan: A Mortgage Loan secured by a first
lien
Mortgage on the related Mortgaged Property.
Fitch: Fitch, Inc., and its successors in interest. If Fitch is
designated as a Rating Agency in the Preliminary Statement, for
purposes
of Section 10.05(b) the address for notices to Fitch shall be
Fitch, Inc., One
State Street Plaza, New York, New York 10004, Attention: MBS
Monitoring - Morgan
Stanley ABS Capital I Inc. Trust 2006-HE5, or such other address as
Fitch may
hereafter furnish to the Depositor, the Trustee and the
Servicers.
Fixed Rate Mortgage Loan: A fixed rate Mortgage Loan.
Freddie Mac: The Federal Home Loan Mortgage Corporation, a
corporate
instrumentality of the United States created and existing under
Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
Grantor Trust: As described in the Preliminary Statement.
Gross Margin: With respect to each Adjustable Rate Mortgage
Loan,
the fixed percentage amount set forth in the related Mortgage Note
to be added
to the applicable Index to determine the Mortgage Rate.
Group I Class A Certificates: The Class A-1 Certificates.
Group I Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule as Group I Mortgage Loans.
Group II Class A Certificates: The Class A-2a Certificates, the
Class A-2b Certificates, the Class A-2c Certificates and the Class
A-2d
Certificates, collectively.
Group II Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule as Group II Mortgage Loans.
HomEq: HomEq Servicing Corporation, a New Jersey corporation,
and
its successors in interest.
Index: As to each Adjustable Rate Mortgage Loan, the index from
time
to time in effect for the adjustment of the Mortgage Rate set forth
as such on
the related Mortgage Note.
Initial Cut-off Date: June 1, 2006.
Initial Mortgage Loans: The Mortgage Loans delivered by the
Depositor on the Closing Date.
Initial Pre-Funded Amount: $297,791,934.
Insurance Policy: With respect to any Mortgage Loan included in
the
Trust Fund, any insurance policy, including all riders and
endorsements thereto
in effect, including any replacement policy or policies for any
Insurance
Policies.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds
of
insurance policies insuring the Mortgage Loan or the related
Mortgaged Property.
Interest Accrual Period: With respect to each Class of
Non-Delay
Certificates and the Corresponding Class of Lower-Tier Regular
Interests and any
Distribution Date, the period commencing on the Distribution Date
occurring in
the month preceding the month in which the current Distribution
Date occurs and
ending on the day immediately preceding the current Distribution
Date (or, in
the case of the first Distribution Date, the period from and
including the
Closing Date to but excluding such first Distribution Date). For
purposes of
computing interest accruals on each Class of Non-Delay
Certificates, each
Interest Accrual Period has the actual number of days in such month
and each
year is assumed to have 360 days.
Interest Rate Adjustment Date: With respect to each Adjustable
Rate
Mortgage Loan, the date, specified in the related Mortgage Note and
the Mortgage
Loan Schedule, on which the Mortgage Rate is adjusted.
Interest Rate Swap Agreement: The interest rate swap agreement,
dated as of the Closing Date, between Morgan Stanley Capital
Services Inc. and
the Trustee (a copy of which is attached hereto as Exhibit W).
Interest Remittance Amount: With respect to any Distribution
Date
and the Mortgage Loans in a Loan Group, that portion of Available
Funds
attributable to interest relating to the Mortgage Loans in that
Loan Group.
Investment Account: As defined in Section 3.12(a).
Investor: With respect to each MERS Designated Mortgage Loan,
the
Person named on the MERS(R) System as the investor pursuant to the
MERS
Procedures Manual.
Investor-Based Exemption: Any of Prohibited Transaction Class
Exemption ("PTCE") 84-14 (for transactions by independent
"qualified
professional asset managers"), PTCE 90-1 (for transactions by
insurance company
pooled separate accounts), PTCE 91-38 (for transactions by bank
collective
investment funds), PTCE 95-60 (for transactions by insurance
company general
accounts) or PTCE 96-23 (for transactions effected by "in-house
asset
managers"), or any comparable exemption available under Similar
Law.
LaSalle: LaSalle Bank National Association, a national banking
association, and its successors in interest.
Late Collections: With respect to any Mortgage Loan and any Due
Period, all amounts received after the Determination Date
immediately following
such Due Period, whether as late payments of Scheduled Payments or
as Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise,
which
represent late payments or collections of principal and/or interest
due (without
regard to any acceleration of payments under the related Mortgage
and Mortgage
Note) but delinquent for such Due Period and not previously
recovered.
LIBOR: With respect to any Interest Accrual Period for the
Offered
Certificates, the rate determined by the Trustee on the related
LIBOR
Determination Date on the basis of the offered rate for one-month
U.S. dollar
deposits as such rate appears on Telerate Page 3750 as of 11:00
a.m. (London
time) on such date; provided that if such rate does not appear on
Telerate Page
3750, the rate for such date will be determined on the basis of the
rates at
which one-month U.S. dollar deposits are offered by the Reference
Banks at
approximately 11:00 a.m. (London time) on such date to prime banks
in the London
interbank market. In such event, the Trustee shall request the
principal London
office of each of the Reference Banks to provide a quotation of its
rate. If at
least two such quotations are provided, the rate for that date will
be the
arithmetic mean of the quotations (rounded upwards if necessary to
the nearest
whole multiple of 1/16%). If fewer than two quotations are provided
as
requested, the rate for that date will be the arithmetic mean of
the rates
quoted by major banks in New York City, selected by the Trustee
(after
consultation with the Depositor), at approximately 11:00 a.m. (New
York City
time) on such date for one-month U.S. dollar loans to leading
European banks.
LIBOR Determination Date: With respect to any Interest Accrual
Period for the Offered Certificates, the second London Business Day
preceding
the commencement of such Interest Accrual Period.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan (including any REO Property) which either
(a) was
liquidated in the calendar month preceding the month of such
Distribution Date
and as to which the applicable Servicer has certified to the
Trustee that it has
received all amounts it expects to receive in connection with the
liquidation of
such Mortgage Loan including the final disposition of an REO
Property, or (b) is
a Second Lien Mortgage Loan (1) that is delinquent 180 days or
longer, (2) for
which the related first lien mortgage loan is not a Mortgage Loan,
and (3) as to
which the applicable Servicer has certified to the Trustee that it
does not
believe there is a reasonable likelihood that any further net
proceeds will be
received or recovered with respect to such Second Lien Mortgage
Loan.
Liquidation Proceeds: Cash received in connection with the
liquidation of a Liquidated Mortgage Loan, whether through a
trustee's sale,
foreclosure sale or otherwise, including any Subsequent
Recoveries.
Loan Group: The Group I Mortgage Loans or the Group II Mortgage
Loans, as applicable.
Loan Group Cap: The Loan Group I Cap or the Loan Group II Cap,
as
applicable.
Loan Group
I Cap: With respect to the Group I Mortgage Loans as of
any Distribution Date, the weighted average of the Adjusted Net
Mortgage Rates
then in effect on the beginning of the related Due Period on the
Group I
Mortgage Loans minus the Swap Payment Rate, adjusted in each case
to accrue on
the basis of a 360-day year and the actual number of days in the
related
Interest Accrual Period. With respect to the first Due Period and
the first
Distribution Date, the Loan Group I Cap shall be reduced by a
fraction, the
numerator of which is the portion of the Closing Date Deposit
Amount allocable
to the Group I Mortgage Loans and the denominator of which is the
portion of the
Cut-off Date Pool Principal Balance relating to the Group I
Mortgage Loans.
Loan Group II Cap: With respect to the Group II Mortgage Loans as
of
any Distribution Date, the weighted average of the Adjusted Net
Mortgage Rates
then in effect on the beginning of the
