EXHIBIT 4
MORGAN STANLEY ABS CAPITAL I INC.,
Depositor,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
Servicer,
HOMEQ SERVICING CORPORATION,
Servicer,
MILA, INC.,
Responsible Party,
LASALLE BANK NATIONAL ASSOCIATION,
Custodian,
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
------------------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of August 1, 2005
------------------------------------------------
MORGAN STANLEY HOME EQUITY LOAN TRUST 2005-3
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-3
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage
Loans.................................
Section 2.02 Acceptance by the Trustee of the
Mortgage Loans..............
Section 2.03 Representations and Warranties;
Remedies for Breaches of
Representations and Warranties with Respect to the
Mortgage Loans..............................................
Section 2.04 Execution and Delivery of
Certificates.......................
Section 2.05 REMIC
Matters................................................
Section 2.06 Representations and Warranties of
the Depositor..............
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicers to Service Mortgage
Loans...........................
Section 3.02 Subservicing Agreements
between a Servicer and
Subservicers................................................
Section 3.03 Successor
Subservicers.......................................
Section 3.04 Liability of the
Servicers...................................
Section 3.05 No Contractual Relationship
between Subservicers and the
Trustee.....................................................
Section 3.06 Assumption or Termination of
Subservicing Agreements by
Trustee.....................................................
Section 3.07 Collection of Certain Mortgage
Loan Payments.................
Section 3.08 Subservicing
Accounts........................................
Section 3.09 Collection of Taxes, Assessments
and Similar Items;
Escrow Accounts.............................................
Section 3.10 Collection
Accounts..........................................
Section 3.11 Withdrawals from the Collection
Accounts.....................
Section 3.12 Investment of Funds in the
Collection Accounts and the
Distribution Account........................................
Section 3.13 Maintenance of Hazard Insurance
and Errors and Omissions
and Fidelity
Coverage.......................................
Section 3.14 Enforcement of Due-on-Sale
Clauses; Assumption Agreements....
Section 3.15 Realization upon Defaulted
Mortgage Loans....................
Section 3.16 Release of Mortgage
Files....................................
Section 3.17 Title, Conservation and
Disposition of REO Property..........
Section 3.18 Notification of
Adjustments..................................
Section 3.19 Access to Certain Documentation
and Information Regarding
the Mortgage Loans..........................................
Section 3.20 Documents, Records and Funds in
Possession of the
Servicers to Be Held for the Trustee........................
Section 3.21 Servicing
Compensation.......................................
Section 3.22 Annual Statement as to
Compliance............................
Section 3.23 Annual Independent Public
Accountants' Servicing
Statement; Financial Statements.............................
Section 3.24 Trustee to Act as
Servicer...................................
Section 3.25 Compensating
Interest........................................
Section 3.26 Credit Reporting;
Gramm-Leach-Bliley Act.....................
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICERS
Section 4.01
Advances.....................................................
Section 4.02 Priorities of
Distribution...................................
Section 4.03 Monthly Statements to
Certificateholders.....................
Section 4.04 Certain Matters Relating to the
Determination of LIBOR.......
Section 4.05 Allocation of Applied Realized
Loss Amounts..................
Section 4.06 Swap
Account.................................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates..............................................
Section 5.02 Certificate Register;
Registration of Transfer and
Exchange of Certificates....................................
Section 5.03 Mutilated, Destroyed, Lost or
Stolen Certificates............
Section 5.04 Persons Deemed
Owners........................................
Section 5.05 Access to List of
Certificateholders' Names and Addresses....
Section 5.06 Maintenance of Office or
Agency..............................
ARTICLE VI
THE DEPOSITOR AND THE SERVICERS
Section 6.01 Respective Liabilities of the
Depositor and the Servicers.....
Section 6.02 Merger or Consolidation of the
Depositor or a Servicer........
Section 6.03 Limitation on Liability of the
Depositor, the Servicers
and
Others..................................................
Section 6.04 Limitation on Resignation of a
Servicer......................
Section 6.05 Additional Indemnification by the
Servicers; Third Party
Claims......................................................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default............................................
Section 7.02 Trustee to Act; Appointment of
Successor.....................
Section 7.03 Notification to
Certificateholders...........................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of the
Trustee........................................
Section 8.02 Certain Matters Affecting the
Trustee........................
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 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 Rights of the Swap
Provider..................................
SCHEDULES
Schedule I Mortgage Loan
Schedule
Schedule II Representations and
Warranties of JPMorgan, as Servicer
Schedule III Representations and
Warranties of HomEq, as Servicer
Schedule IV Representations and
Warranties of MILA as to the MILA Mortgage
Loans
Schedule V Representations
and Warranties of LaSalle, as Custodian
EXHIBITS
Exhibit A Form of
Class A, Class M and Class B Certificate
Exhibit B Form of
Class P Certificate
Exhibit C Form of
Class R Certificate
Exhibit D Form of
Class X Certificate
Exhibit E Form of
Initial Certification of Trustee and
Custodian
Exhibit F Form of
Document Certification and Exception Report of
Trustee and Custodian
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 Form of
Servicer Power of Attorney
Exhibit P Acoustic
Agreements
Exhibit Q Meritage
Agreements
Exhibit R MILA
Purchase Agreement
Exhibit S Wilmington
Finance Agreements
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of August 1,
2005,
among MORGAN STANLEY ABS CAPITAL I INC., a
Delaware corporation (the
"Depositor"), JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, a national banking
association ("JPMorgan"), HOMEQ SERVICING
CORPORATION, a New Jersey corporation
("HomEq" and, together with JPMorgan, the
"Servicers"), MILA, INC., a Washington
corporation ("MILA" or the "Responsible
Party"), LASALLE BANK NATIONAL
ASSOCIATION, a national banking
association, as custodian ("LaSalle"), and
DEUTSCHE BANK NATIONAL TRUST COMPANY, a
national banking association, as trustee
(the "Trustee").
W I T N E S S E T H:
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Trustee shall elect that four segregated asset pools within
the
Trust Fund (exclusive of (i) the Prepayment
Premiums, (ii) the Interest Rate
Swap Agreement, (iii) the Swap Account,
(iv) the Excess Reserve Fund Account,
and (v) the right of the LIBOR Certificates
to receive Upper-Tier CarryForward
Amounts including, but without duplication,
Basis Risk CarryForward Amounts and
the obligation to pay Class IO Shortfalls)
be treated for federal income tax
purposes as comprising four REMICs (each, a
"Trust REMIC" or, in the
alternative, Pooling-Tier REMIC-1,
Pooling-Tier REMIC-2, the Lower-Tier REMIC
and the Upper-Tier REMIC, respectively).
The Class X Interest and each Class of
LIBOR Certificates (other than the right of
each Class of LIBOR Certificates to
receive Upper-Tier CarryForward Amounts
including, but without duplication,
Basis Risk CarryForward Amounts and the
obligation to pay Class IO Shortfalls)
represents ownership of a regular interest
in a REMIC for purposes of the REMIC
Provisions. The Class R Certificates
represent ownership of the sole class of
residual interest in each Trust REMIC for
purposes of the REMIC Provisions. The
Startup Day for each REMIC described herein
is the Closing Date. The latest
possible maturity date for each Certificate
is the latest date referenced in
Section 2.05. The Upper-Tier REMIC shall
hold as assets the several classes of
uncertificated Lower-Tier Regular
Interests, set out below. The Lower-Tier REMIC
shall hold as assets the several classes of
uncertificated Pooling-Tier REMIC-2
Regular Interests. Pooling-Tier REMIC-2
shall hold as assets the several classes
of uncertificated Pooling-Tier REMIC-1
Regular Interests. Pooling-Tier REMIC-1
shall hold as assets the assets of the
Trust Fund (exclusive of (i) the
Prepayment Premiums, (ii) the Interest Rate
Swap Agreement, (iii) the Swap
Account, (iv) the Excess Reserve Fund
Account, and (v) the right of the LIBOR
Certificates to receive Upper-Tier
CarryForward Amounts including, but without
duplication, Basis Risk CarryForward
Amounts and the obligation to pay Class IO
Shortfalls).
For federal income tax purposes, each Class of LIBOR
Certificates
represents a beneficial ownership of a
regular interest in the Upper-Tier REMIC,
the right to receive Upper-Tier
CarryForward Amounts (including, but without
duplication, Basis Risk CarryForward
Amounts), and the obligation to pay Class
IO Shortfalls, the Class X Certificates
represent beneficial ownership of the
Class X Interest, the Class IO Interest,
the Interest Rate Swap Agreement, the
Swap Account, the Excess Reserve Fund
Account and the right to receive Class IO
Shortfalls, and the Class P Certificates
represent beneficial ownership of the
Prepayment Premiums, which portions of the
Trust Fund shall be treated as a
grantor trust.
Pooling-Tier REMIC-1
Pooling-Tier REMIC-1 shall issue the following interests in
Pooling-Tier REMIC-1, and each such
interest, other than the Class PT1-R
Interest is hereby designated as a regular
interest in the Pooling-Tier REMIC-1.
Pooling-Tier REMIC-1 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 PT1-1
(1)
$28,298,690.76
Class PT1-2A
(2)
$18,089,831.50
Class PT1-2B
(3)
$18,089,831.50
Class PT1-3A
(2)
$13,834,568.75
Class PT1-3B
(3)
$13,834,568.75
Class PT1-4A
(2)
$13,959,425.65
Class PT1-4B
(3)
$13,959,425.65
Class PT1-5A
(2)
$13,732,989.55
Class PT1-5B
(3)
$13,732,989.55
Class PT1-6A
(2)
$12,907,418.30
Class PT1-6B
(3)
$12,907,418.30
Class PT1-7A
(2)
$11,985,855.75
Class PT1-7B
(3)
$11,985,855.75
Class PT1-8A
(2)
$11,599,195.40
Class PT1-8B
(3)
$11,599,195.40
Class PT1-9A
(2)
$11,229,465.95
Class PT1-9B
(3)
$11,229,465.95
Class PT1-10A
(2)
$10,875,198.80
Class PT1-10B
(3)
$10,875,198.80
Class PT1-11A
(2)
$10,534,960.45
Class PT1-11B
(3)
$10,534,960.45
Class PT1-12A
(2)
$10,207,328.30
Class PT1-12B
(3)
$10,207,328.30
Class PT1-13A
(2)
$ 9,889,682.50
Class PT1-13B
(3)
$ 9,889,682.50
Class PT1-14A
(2)
$ 9,574,561.65
Class PT1-14B
(3)
$ 9,574,561.65
Class PT1-15A
(2)
$ 9,184,797.05
Class PT1-15B
(3)
$ 9,184,797.05
Class PT1-16A
(2)
$ 8,790,009.85
Class PT1-16B
(3)
$ 8,790,009.85
Class PT1-17A
(2)
$ 8,412,293.40
Class PT1-17B
(3)
$ 8,412,293.40
Class PT1-18A
(2)
$ 8,050,903.10
Class PT1-18B
(3)
$ 8,050,903.10
Class PT1-19A
(2)
$ 7,705,122.05
Class PT1-19B
(3)
$ 7,705,122.05
Class PT1-20A
(2)
$ 7,374,286.80
Class PT1-20B
(3)
$ 7,374,286.80
Class PT1-21A
(2)
$ 7,291,681.60
Class PT1-21B
(3)
$ 7,291,681.60
Class PT1-22A
(2)
$17,421,637.80
Class PT1-22B
(3)
$17,421,637.80
Class PT1-23A
(2)
$77,673,424.30
Class PT1-23B
(3)
$77,673,424.30
Class PT1-24A
(2)
$25,999,167.60
Class PT1-24B
(3)
$25,999,167.60
Class PT1-25A
(2)
$ 1,571,841.15
Class PT1-25B
(3)
$ 1,571,841.15
Class PT1-26A
(2)
$ 1,291,710.65
Class PT1-26B
(3)
$ 1,291,710.65
Class PT1-27A
(2)
$ 1,244,828.35
Class PT1-27B
(3)
$ 1,244,828.35
Class PT1-28A
(2)
$ 1,199,670.90
Class PT1-28B
(3)
$ 1,199,670.90
Class PT1-29A
(2)
$ 1,156,175.20
Class PT1-29B
(3)
$ 1,156,175.20
Class PT1-30A
(2)
$ 1,114,222.35
Class PT1-30B
(3)
$ 1,114,222.35
Class PT1-31A
(2)
$ 1,073,795.00
Class PT1-31B
(3)
$ 1,073,795.00
Class PT1-32A
(2)
$ 1,034,837.90
Class PT1-32B
(3)
$ 1,034,837.90
Class PT1-33A
(2)
$ 1,019,793.25
Class PT1-33B
(3)
$ 1,019,793.25
Class PT1-34A
(2)
$ 1,417,366.30
Class PT1-34B
(3)
$ 1,417,366.30
Class PT1-35A
(2)
$ 4,459,918.65
Class PT1-35B
(3)
$ 4,459,918.65
Class PT1-36A
(2)
$ 950,341.95
Class PT1-36B
(3)
$ 950,341.95
Class PT1-37A
(2)
$ 765,076.75
Class PT1-37B
(3)
$ 765,076.75
Class PT1-38A
(2)
$ 650,248.20
Class PT1-38B
(3)
$ 650,248.20
Class PT1-39A
(2)
$
628,217.30
Class PT1-39B
(3)
$ 628,217.30
Class PT1-40A
(2)
$ 606,918.55
Class PT1-40B
(3)
$ 606,918.55
Class PT1-41A
(2)
$ 586,331.65
Class PT1-41B
(3)
$ 586,331.65
Class PT1-42A
(2)
$ 566,425.75
Class PT1-42B
(3)
$ 566,425.75
Class PT1-43A
(2)
$ 547,182.55
Class PT1-43B
(3)
$ 547,182.55
Class PT1-44A
(2)
$ 528,580.80
Class PT1-44B
(3)
$
528,580.80
Class PT1-45A
(2)
$ 510,599.60
Class PT1-45B
(3)
$ 510,599.60
Class PT1-46A
(2)
$ 493,218.80
Class PT1-46B
(3)
$ 493,218.80
Class PT1-47A
(2)
$ 476,418.75
Class PT1-47B
(3)
$ 476,418.75
Class PT1-48A
(2)
$ 460,180.55
Class PT1-48B
(3)
$ 460,180.55
Class PT1-49A
(2)
$ 444,485.80
Class PT1-49B
(3)
$ 444,485.80
Class PT1-50A
(2)
$ 429,316.75
Class PT1-50B
(3)
$ 429,316.75
Class PT1-51A
(2)
$ 414,656.15
Class PT1-51B
(3)
$ 414,656.15
Class PT1-52A
(2)
$ 400,487.40
Class PT1-52B
(3)
$ 400,487.40
Class PT1-53A
(2)
$ 386,794.35
Class PT1-53B
(3)
$ 386,794.35
Class PT1-54A
(2)
$ 373,561.35
Class PT1-54B
(3)
$ 373,561.35
Class PT1-55A
(2)
$10,372,991.20
Class PT1-55B
(3)
$10,372,991.20
Class PT1-R
(4)
(4)
------------------------------
(1) For any Distribution Date
(and the related Interest Accrual Period) , this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
REMIC-1
WAC Rate.
(2) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and
(ii) the Pooling-Tier REMIC-1 WAC Rate, subject to a maximum
rate of
8.84%.
(3) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
any, of
(A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 WAC
Rate over
(B) 8.84%.
(4) The Class PT1-R Interest
shall not have a principal balance and shall not
bear
interest.
On each Distribution Date, the Trustee shall first pay from the
Trust Fund and charge as an expense of
Pooling-Tier REMIC-1 all expenses of the
Trust for such Distribution Date. Such
expense, other than Servicing Fees and
Trustee Fees, shall be allocated in the
same manner as Realized Losses.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans 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
Mortgage Loans shall be allocated to
the outstanding Pooling-Tier REMIC-1
Regular Interest 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 with the same numerical
denomination, such Realized Losses, Subsequent
Recoveries and payments of principal shall
be allocated pro rata between such
Pooling-Tier REMIC-1 Regular Interests,
until the Pooling-Tier REMIC-1 Principal
Amount of such interest is reduced to
zero.
Pooling-Tier REMIC-2
Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such
interest, other than the Class PT2-R
Interest, is hereby designated as a regular
interest in Pooling-Tier REMIC-2.
The Class PT2-R Interest is hereby
designated as the sole class of residual
interest in Pooling-Tier REMIC-2 and shall
be represented by the Class R
Certificates.
<TABLE>
<CAPTION>
Corresponding
Pooling-Tier
Pooling-Tier
Corresponding
Corresponding
Scheduled
Pooling-Tier REMIC-2
REMIC-2
REMIC-2 Initial Pooling-Tier
REMIC-2
Pooling-Tier REMIC-1
Crossover
Interest
Interest Rate Principal
Amount
IO Interest
Regular Interest
Distribution Date
----------------------- ---------------- -------------------- ----------------------
---------------------
--------------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-1
(1)
$28,298,690.76
N/A
N/A
N/A
Class PT2-2A
(2)
$18,089,831.50
Class PT2-IO-2
N/A
N/A
Class PT2-2B
(3)
$18,089,831.50
N/A
N/A
N/A
Class PT2-3A
(2)
$13,834,568.75
Class PT2-IO-3
N/A
N/A
Class PT2-3B
(3)
$13,834,568.75
N/A
N/A
N/A
Class PT2-4A
(2)
$13,959,425.65
Class PT2-IO-4
N/A
N/A
Class PT2-4B
(3)
$13,959,425.65
N/A
N/A
N/A
Class PT2-5A
(2)
$13,732,989.55
Class PT2-IO-5
N/A
N/A
Class PT2-5B
(3)
$13,732,989.55
N/A
N/A
N/A
Class PT2-6A
(2)
$12,907,418.30
Class PT2-IO-6
N/A
N/A
Class PT2-6B
(3)
$12,907,418.30
N/A
N/A
N/A
Class PT2-7A
(2)
$11,985,855.75
Class PT2-IO-7
N/A
N/A
Class PT2-7B
(3)
$11,985,855.75
N/A
N/A
N/A
Class PT2-8A
(2)
$11,599,195.40
Class PT2-IO-8
N/A
N/A
Class PT2-8B
(3)
$11,599,195.40
N/A
N/A
N/A
Class PT2-9A
(2)
$11,229,465.95
Class PT2-IO-9
N/A
N/A
Class PT2-9B
(3)
$11,229,465.95
N/A
N/A
N/A
Class PT2-10A
(2)
$10,875,198.80
Class PT2-IO-10
N/A
N/A
Class PT2-10B
(3)
$10,875,198.80
N/A
N/A
N/A
Class PT2-11A
(2)
$10,534,960.45
Class PT2-IO-11
N/A
N/A
Class PT2-11B
(3)
$10,534,960.45
N/A
N/A
N/A
Class PT2-12A
(2)
$10,207,328.30
Class PT2-IO-12
N/A
N/A
Class PT2-12B
(3)
$10,207,328.30
N/A
N/A
N/A
Class PT2-13A
(2)
$ 9,889,682.50
Class PT2-IO-13
N/A
N/A
Class PT2-13B
(3)
$ 9,889,682.50
N/A
N/A
N/A
Class PT2-14A
(2)
$ 9,574,561.65
Class PT2-IO-14
N/A
N/A
Class PT2-14B
(3)
$ 9,574,561.65
N/A
N/A
N/A
Class PT2-15A
(2)
$ 9,184,797.05
Class PT2-IO-15
N/A
N/A
Class PT2-15B
(3)
$ 9,184,797.05
N/A
N/A
N/A
Class PT2-16A
(2)
$ 8,790,009.85
Class PT2-IO-16
N/A
N/A
Class PT2-16B
(3)
$ 8,790,009.85
N/A
N/A
N/A
Class PT2-17A
(2)
$ 8,412,293.40
Class PT2-IO-17
N/A
N/A
Class PT2-17B
(3)
$ 8,412,293.40
N/A
N/A
N/A
Class PT2-18A
(2)
$ 8,050,903.10
Class PT2-IO-18
N/A
N/A
Class PT2-18B
(3)
$ 8,050,903.10
N/A
N/A
N/A
Class PT2-19A
(2)
$ 7,705,122.05
Class PT2-IO-19
N/A
N/A
Class PT2-19B
(3)
$ 7,705,122.05
N/A
N/A
N/A
Class PT2-20A
(2)
$ 7,374,286.80
Class PT2-IO-20
N/A
N/A
Class PT2-20B
(3)
$ 7,374,286.80
N/A
N/A
N/A
Class PT2-21A
(2)
$ 7,291,681.60
Class PT2-IO-21
N/A
N/A
Class PT2-21B
(3)
$ 7,291,681.60
N/A
N/A
N/A
Class PT2-22A
(2)
$17,421,637.80
Class PT2-IO-22
N/A
N/A
Class PT2-22B
(3)
$17,421,637.80
N/A
N/A
N/A
Class PT2-23A
(2)
$77,673,424.30
Class PT2-IO-23
N/A
N/A
Class PT2-23B
(3)
$77,673,424.30
N/A
N/A
N/A
Class PT2-24A
(2)
$25,999,167.60
Class PT2-IO-24
N/A
N/A
Class PT2-24B
(3)
$25,999,167.60
N/A
N/A
N/A
Class PT2-25A
(2)
$ 1,571,841.15
Class PT2-IO-25
N/A
N/A
Class PT2-25B
(3)
$ 1,571,841.15
N/A
N/A
N/A
Class PT2-26A
(2)
$ 1,291,710.65
Class PT2-IO-26
N/A
N/A
Class PT2-26B
(3)
$ 1,291,710.65
N/A
N/A
N/A
Class PT2-27A
(2)
$
1,244,828.35
Class PT2-IO-27
N/A
N/A
Class PT2-27B
(3)
$ 1,244,828.35
N/A
N/A
N/A
Class PT2-28A
(2)
$ 1,199,670.90
Class PT2-IO-28
N/A
N/A
Class PT2-28B
(3)
$ 1,199,670.90
N/A
N/A
N/A
Class PT2-29A
(2)
$ 1,156,175.20
Class PT2-IO-29
N/A
N/A
Class PT2-29B
(3)
$ 1,156,175.20
N/A
N/A
N/A
Class PT2-30A
(2)
$ 1,114,222.35
Class PT2-IO-30
N/A
N/A
Class PT2-30B
(3)
$ 1,114,222.35
N/A
N/A
N/A
Class PT2-31A
(2)
$ 1,073,795.00
Class PT2-IO-31
N/A
N/A
Class PT2-31B
(3)
$ 1,073,795.00
N/A
N/A
N/A
Class PT2-32A
(2)
$ 1,034,837.90
Class PT2-IO-32
N/A
N/A
Class PT2-32B
(3)
$ 1,034,837.90
N/A
N/A
N/A
Class PT2-33A
(2)
$ 1,019,793.25
Class PT2-IO-33
N/A
N/A
Class PT2-33B
(3)
$ 1,019,793.25
N/A
N/A
N/A
Class PT2-34A
(2)
$ 1,417,366.30
Class PT2-IO-34
N/A
N/A
Class PT2-34B
(3)
$ 1,417,366.30
N/A
N/A
N/A
Class PT2-35A
(2)
$ 4,459,918.65
Class PT2-IO-35
N/A
N/A
Class PT2-35B
(3)
$ 4,459,918.65
N/A
N/A
N/A
Class PT2-36A
(2)
$ 950,341.95
Class PT2-IO-36
N/A
N/A
Class PT2-36B
(3)
$ 950,341.95
N/A
N/A
N/A
Class PT2-37A
(2)
$ 765,076.75
Class PT2-IO-37
N/A
N/A
Class PT2-37B
(3)
$ 765,076.75
N/A
N/A
N/A
Class PT2-38A
(2)
$ 650,248.20
Class PT2-IO-38
N/A
N/A
Class PT2-38B
(3)
$ 650,248.20
N/A
N/A
N/A
Class PT2-39A
(2)
$ 628,217.30
Class PT2-IO-39
N/A
N/A
Class PT2-39B
(3)
$ 628,217.30
N/A
N/A
N/A
Class PT2-40A
(2)
$ 606,918.55
Class PT2-IO-40
N/A
N/A
Class PT2-40B
(3)
$ 606,918.55
N/A
N/A
N/A
Class PT2-41A
(2)
$ 586,331.65
Class PT2-IO-41
N/A
N/A
Class PT2-41B
(3)
$ 586,331.65
N/A
N/A
N/A
Class PT2-42A
(2)
$ 566,425.75
Class PT2-IO-42
N/A
N/A
Class PT2-42B
(3)
$ 566,425.75
N/A
N/A
N/A
Class PT2-43A
(2)
$ 547,182.55
Class PT2-IO-43
N/A
N/A
Class PT2-43B
(3)
$ 547,182.55
N/A
N/A
N/A
Class PT2-44A
(2)
$ 528,580.80
Class PT2-IO-44
N/A
N/A
Class PT2-44B
(3)
$ 528,580.80
N/A
N/A
N/A
Class PT2-45A
(2)
$ 510,599.60
Class PT2-IO-45
N/A
N/A
Class PT2-45B
(3)
$ 510,599.60
N/A
N/A
N/A
Class PT2-46A
(2)
$ 493,218.80
Class PT2-IO-46
N/A
N/A
Class PT2-46B
(3)
$ 493,218.80
N/A
N/A
N/A
Class PT2-47A
(2)
$ 476,418.75
Class PT2-IO-47
N/A
N/A
Class PT2-47B
(3)
$ 476,418.75
N/A
N/A
N/A
Class PT2-48A
(2)
$ 460,180.55
Class PT2-IO-48
N/A
N/A
Class PT2-48B
(3)
$ 460,180.55
N/A
N/A
N/A
Class PT2-49A
(2)
$ 444,485.80
Class PT2-IO-49
N/A
N/A
Class PT2-49B
(3)
$ 444,485.80
N/A
N/A
N/A
Class PT2-50A
(2)
$ 429,316.75
Class PT2-IO-50
N/A
N/A
Class PT2-50B
(3)
$ 429,316.75
N/A
N/A
N/A
Class PT2-51A
(2)
$ 414,656.15
Class PT2-IO-51
N/A
N/A
Class PT2-51B
(3)
$ 414,656.15
N/A
N/A
N/A
Class PT2-52A
(2)
$ 400,487.40
Class PT2-IO-52
N/A
N/A
Class PT2-52B
(3)
$ 400,487.40
N/A
N/A
N/A
Class PT2-53A
(2)
$ 386,794.35
Class PT2-IO-53
N/A
N/A
Class PT2-53B
(3)
$ 386,794.35
N/A
N/A
N/A
Class PT2-54A
(2)
$ 373,561.35
Class PT2-IO-54
N/A
N/A
Class PT2-54B
(3)
$ 373,561.35
N/A
N/A
N/A
Class PT2-55A
(2)
$10,372,991.20
Class PT2-IO-55
N/A
N/A
Class PT2-55B
(3)
$10,372,991.20
N/A
N/A
N/A
Class PT2-IO-2
(4)
(4)
N/A
Class PT1-2A
September 2005
Class PT2-IO-3
(4)
(4)
N/A
Class PT1-3A
October 2005
Class PT2-IO-4
(4)
(4)
N/A
Class PT1-4A
November 2005
Class PT2-IO-5
(4)
(4)
N/A
Class PT1-5A
December 2005
Class PT2-IO-6
(4)
(4)
N/A
Class PT1-6A
January 2006
Class PT2-IO-7
(4)
(4)
N/A
Class PT1-7A
February 2006
Class PT2-IO-8
(4)
(4)
N/A
Class PT1-8A
March 2006
Class PT2-IO-9
(4)
(4)
N/A
Class PT1-9A
April 2006
Class PT2-IO-10
(4)
(4)
N/A
Class PT1-10A May
2006
Class PT2-IO-11
(4)
(4)
N/A
Class PT1-11A June
2006
Class PT2-IO-12
(4)
(4)
N/A
Class PT1-12A July
2006
Class PT2-IO-13
(4)
(4)
N/A
Class PT1-13A August
2006
Class PT2-IO-14
(4)
(4)
N/A
Class PT1-14A September
2006
Class PT2-IO-15
(4)
(4)
N/A
Class PT1-15A October
2006
Class PT2-IO-16
(4)
(4)
N/A
Class PT1-16A November
2006
Class PT2-IO-17
(4)
(4)
N/A
Class PT1-17A December
2006
Class PT2-IO-18
(4)
(4)
N/A
Class PT1-18A January
2007
Class PT2-IO-19
(4)
(4)
N/A
Class PT1-19A February
2007
Class PT2-IO-20
(4)
(4)
N/A
Class PT1-20A March
2007
Class PT2-IO-21
(4)
(4)
N/A
Class PT1-21A April
2007
Class PT2-IO-22
(4)
(4)
N/A
Class PT1-22A May
2007
Class PT2-IO-23
(4)
(4)
N/A
Class PT1-23A June
2007
Class PT2-IO-24
(4)
(4)
N/A
Class PT1-24A July
2007
Class PT2-IO-25
(4)
(4)
N/A
Class PT1-25A August
2007
Class PT2-IO-26
(4)
(4)
N/A
Class PT1-26A September 2007
Class PT2-IO-27
(4)
(4)
N/A
Class PT1-27A October
2007
Class PT2-IO-28
(4)
(4)
N/A
Class PT1-28A November
2007
Class PT2-IO-29
(4)
(4)
N/A
Class PT1-29A December
2007
Class PT2-IO-30
(4)
(4)
N/A
Class PT1-30A January
2008
Class PT2-IO-31
(4)
(4)
N/A
Class PT1-31A February
2008
Class PT2-IO-32
(4)
(4)
N/A
Class PT1-32A March
2008
Class PT2-IO-33
(4)
(4)
N/A
Class PT1-33A April
2008
Class PT2-IO-34
(4)
(4)
N/A
Class PT1-34A May
2008
Class PT2-IO-35
(4)
(4)
N/A
Class PT1-35A June
2008
Class PT2-IO-36
(4)
(4)
N/A
Class PT1-36A July
2008
Class PT2-IO-37
(4)
(4)
N/A
Class PT1-37A August
2008
Class PT2-IO-38
(4)
(4)
N/A
Class PT1-38A September
2008
Class PT2-IO-39
(4)
(4)
N/A
Class PT1-39A October
2008
Class PT2-IO-40
(4)
(4)
N/A
Class PT1-40A November
2008
Class PT2-IO-41
(4)
(4)
N/A
Class PT1-41A December
2008
Class PT2-IO-42
(4)
(4)
N/A
Class PT1-42A January
2009
Class PT2-IO-43
(4)
(4)
N/A
Class PT1-43A February
2009
Class PT2-IO-44
(4)
(4)
N/A
Class PT1-44A March
2009
Class PT2-IO-45
(4)
(4)
N/A
Class PT1-45A April
2009
Class PT2-IO-46
(4)
(4)
N/A
Class PT1-46A May
2009
Class PT2-IO-47
(4)
(4)
N/A
Class PT1-47A June
2009
Class PT2-IO-48
(4)
(4)
N/A
Class PT1-48A July
2009
Class PT2-IO-49
(4)
(4)
N/A
Class PT1-49A August
2009
Class PT2-IO-50
(4)
(4)
N/A
Class PT1-50A September
2009
Class PT2-IO-51
(4)
(4)
N/A
Class PT1-51A October
2009
Class PT2-IO-52
(4)
(4)
N/A
Class PT1-52A November
2009
Class PT2-IO-53
(4)
(4)
N/A
Class PT1-53A December
2009
Class PT2-IO-54
(4)
(4)
N/A
Class PT1-54A January
2010
Class PT2-IO-55
(4)
(4)
N/A
Class PT1-55A February
2010
Class PT2-R
(5)
(5)
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
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 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 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 and having a "B" in their class designation.
(4) Each Pooling-Tier REMIC-2 IO
is an interest-only interest and does not
have a
principal balance but has a notional balance ("Pooling-Tier
REMIC-2
IO
Notional Balance") equal to the Pooling-Tier REMIC-2 Principal
Amount
of the
Corresponding Pooling-Tier REMIC-1 Regular Interest. From the
Closing
Date through and including the Corresponding Scheduled
Crossover
Distribution Date, each Pooling-Tier REMIC-2 IO Interest shall be
entitled
to receive
interest that accrues on the Corresponding Pooling-Tier REMIC-1
Regular
Interest at a rate equal to the excess, if any, of (i) the
Pooling-Tier REMIC-1 Interest Rate for the Corresponding
Pooling-Tier
REMIC-1
Regular Interest over (ii) Swap LIBOR. After the Corresponding
Scheduled
Crossover Distribution Date, the Pooling-Tier REMIC-2 IO
Interest
shall not accrue interest.
(5) The Class PT2-R Interest
shall not have a principal balance and shall not
bear
interest.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans for such Distribution
Date shall be distributed to the
Pooling-Tier REMIC-2 Regular Interests at
the Pooling-Tier REMIC-2 Interest
Rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the
Mortgage Loans shall be allocated to
the then outstanding Pooling-Tier REMIC-2
Regular Interests (other than the
Pooling-Tier REMIC-2 IO Interests) 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 with the same
numerical denomination, such Realized
Losses, Subsequent Recoveries and payments
of principal shall be allocated pro rata
between such Pooling-Tier REMIC-2
Regular Interests, until the Pooling-Tier
REMIC-2 Principal Amount of such
interest is reduced to zero.
Lower-Tier REMIC
The Lower-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class LT-R
Interest, is hereby designated as a
regular interest in the Lower-Tier REMIC.
The Class LT-R Interest is hereby
designated as the sole class of residual
interest in the Lower-Tier REMIC and
shall be represented by the Class R
Certificates.
Corresponding
Upper-Tier
Lower-Tier
Lower-Tier
Initial Lower-Tier
Regular
REMIC Interest Interest Rate
Principal Amount
Interest
---------------- ----------------- --------------------------
---------------
Class LT-A-1
(1) 1/2
initial Class Certificate
A-1
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-A-2
(1) 1/2
initial Class Certificate
A-2
Balance of Corresponding
Upper-Tier Regular Interest
Class LT-A-3
(1) 1/2
initial Class Certificate
A-3
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
Class LT-IO
(2) (2)
N/A
Class LT-R
(3) (3)
N/A
(1) The interest rate with
respect to any Distribution Date for these
interests
is a per annum variable rate equal to the weighted average of
the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling-Tier REMIC-2 IO Interests).
(2) 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.
(3) 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-2, Class LT-A-3,
Class LT-M-1, Class LT-M-2, Class LT-M-3,
Class LT-M-4, Class LT-M-5, Class
LT-M-6, Class LT-B-1, Class LT-B-2 and
Class LT-B-3 Interests are hereby
designated the LT-Accretion Directed
Classes (the "LT-Accretion Directed
Classes").
On each Distribution Date, 50% of the increase in the
Subordinated
Amount shall be payable as a reduction of
the Lower-Tier Principal Amount of the
LT-Accretion Directed Classes (each such
Class will be reduced by an amount
equal to 50% of any increase in the
Subordinated Amount that is attributable to
a reduction in the Class Certificate
Balance of its Corresponding Class) and
shall be accrued and added to the
Lower-Tier Principal Amount of the Class
LT-Accrual Interest. On each Distribution
Date, the increase in the Lower-Tier
Principal Amount of the Class LT-Accrual
Interest shall not exceed interest
accruals for such Distribution Date for the
Class LT-Accrual Interest. In the
event that: (i) 50% of the increase in the
Subordinated Amount exceeds (ii)
interest accruals on the Class LT-Accrual
Interest for such Distribution Date,
the excess for such Distribution Date
(accumulated with all such excesses for
all prior Distribution Dates) will be added
to any increase in the Subordinated
Amount for purposes of determining the
amount of interest accrual on the Class
LT-Accrual Interest payable as principal on
the LT-Accretion Directed Classes on
the next Distribution Date pursuant to the
first sentence of this paragraph. All
payments of scheduled principal and
prepayments of principal generated by the
Mortgage Loans and all Subsequent
Recoveries allocable to principal shall be
allocated (i) 50% to the Class LT-Accrual
Interest 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 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.
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)
$ 379,500,000
Class A-1
Class A-2
(1)
$ 125,707,000
Class A-2
Class A-3
(1)
$
97,200,000
Class A-3
Class M-1
(1)
$
29,074,000
Class M-1
Class M-2
(1)
$
26,747,000
Class M-2
Class M-3
(1)
$
18,220,000
Class M-3
Class M-4
(1)
$
13,180,000
Class M-4
Class M-5
(1)
$
13,180,000
Class M-5
Class M-6
(1)
$
12,017,000
Class
M-6
Class B-1
(1)
$
12,017,000
Class B-1
Class B-2
(1)
$
9,692,000
Class B-2
Class B-3
(1)
$
10,466,000
Class B-3
Class IO
(2)
(2)
N/A
Class X
(3)
(3)
Class X
Class UT-R
(4)
(4)
Class R
-----------------
(1) 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.
(2) 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.
(3) The Class X Interest has an
initial principal balance of $28,298,690.76
but will
not accrue interest on such balance but will accrue interest on
a
notional
principal balance. As of any Distribution Date, the Class X
Interest
shall have a notional principal balance equal to the aggregate
of
the
Lower-Tier Principal Amounts of the Lower-Tier Regular
Interests
(other
than the Class LT-IO Interest) as of the first day of the
related
Interest
Accrual Period. With respect to any Interest Accrual Period,
the
Class X
Interest shall bear interest at a rate equal to the excess, if
any, of the
Upper-Tier REMIC WAC Rate over the product of (i) 2 and (ii)
the
weighted average of the Lower-Tier Interest Rates of the
Lower-Tier
REMIC
Interests (other than the Class LT-IO Interest), where the
Lower-Tier
Interest Rate on the Class LT-Accrual 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.
(4) The Class UT-R Interest does
not have an interest rate or a principal
balance.
On each Distribution Date, interest distributable in respect of
the
Lower-Tier Interests for such Distribution
Date shall be deemed to be
distributed on the interests in the
Upper-Tier REMIC at the rates shown above,
provided that the Class IO Interest shall
be entitled to receive interest before
any other interest in the Upper-Tier
REMIC.
On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal
shall be allocated to the Upper-Tier
Interests until the outstanding principal
balance of each such interest equals
the outstanding Class Certificate Balance
of the Corresponding Class of
Certificates as of such Distribution
Date.
The Certificates
----------------
Class
Class Certificate
Class Designation Pass-Through Rate
Balance
----------------- -----------------
-----------------
Class A-1
(1)
$379,500,000 (7)
Class A-2
(2)
$125,707,000 (7)
Class A-3
(3)
$ 97,200,000 (7)
Class M-1
(4)
$ 29,074,000 (7)
Class M-2
(4)
$ 26,747,000 (7)
Class M-3
(4)
$ 18,220,000 (7)
Class M-4
(4)
$ 13,180,000 (7)
Class M-5
(4)
$ 13,180,000 (7)
Class M-6
(4)
$ 12,017,000 (7)
Class B-1
(4)
$ 12,017,000 (7)
Class B-2
(4)
$ 9,692,000 (7)
Class B-3
(4)
$ 10,466,000 (7)
Class X
(5)
$
0 (5)
Class R
(6)
$
0 (6)
------------
(1) The Class A-1 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.
(2) The Class A-2 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.
(3) The Class A-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.
(4) 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.
(5) The Class X Certificates
will represent beneficial ownership of the Class
X
Interest, the Class IO Interest, the Interest Rate Swap Agreement,
the
right to
receive Class IO Shortfalls and amounts in the Excess Reserve
Fund
Account and the Swap Account, subject to the obligation to make
payments
from the Excess Reserve Fund Account in respect of Basis Risk
CarryForward Amounts and amounts in the Swap Account, subject to
the
obligation
to make Net Swap Payments and payments of Basis Risk
CarryForward Amounts. For federal income tax purposes, the Trustee
will
treat a
Class X Certificateholder's obligation to make payments to the
Offered
Certificateholders from the Excess Reserve Fund Account or the
Swap
Account as payments made pursuant to an interest rate cap
contract
written by
the Class X Certificateholders in favor of each Class of
Offered
Certificates. Such rights of the Class X Certificateholders and
Offered
Certificateholders shall be treated as held in a portion of the
Trust Fund
that is treated as a grantor trust under subpart E, Part I of
subchapter
J of the Code.
(6) The Class R Interest does
not have a principal balance or an interest
rate.
(7) 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 Upper-Tier CarryForward Amounts, including, without
duplication, Basis Risk CarryForward Amounts. Each of these
Certificates
will also
be subject to the obligation to pay Class IO Shortfalls as
described
in Section 8.13. For federal income tax purposes, any amount
distributed on the Offered Certificates on any such Distribution
Date in
excess of
the amount distributable on their Corresponding Class of
Upper-Tier
Regular Interest on such Distribution Date shall be treated as
having
been paid from the Excess Reserve Fund Account or the Swap
Account,
as
applicable, and any amount distributable on such Corresponding
Class of
Upper-Tier
Regular Interest on such Distribution Date in excess of the
amount
distributable on the Offered Certificates on such Distribution
Date
shall be
treated as having been paid to the Swap Account, all pursuant
to,
and as
further provided in, Section 8.13. For federal income tax
purposes,
the
Trustee will treat a Certificateholder's right to receive
payments
from the
Excess Reserve Fund Account or the Swap Account as payments
made
pursuant
to an interest rate cap contract written by the Class X
Certificateholders.
The minimum denomination for each Class of Certificates, other
than
the Class P, Class R and the Class X
Certificates, will be $25,000 with integral
multiples of $1 in excess thereof. The
minimum denomination for the Class P and
the Class X Certificates will each be a 1%
Percentage Interest in such Class.
The Class R Certificate will represent a
100% Percentage Interest in such Class.
It is expected that each Class of Certificates will receive its
final distribution of principal and
interest on or prior to the Final Scheduled
Distribution Date.
Set forth below are designations of Classes of Certificates to
the
categories used herein:
Book-Entry Certificates............
All
Classes of Certificates other than
the Physical Certificates.
Class A Certificates...............
Class A-1, Class A-2 and Class A-3
Certificates.
Delay Certificates.................
None.
ERISA-Restricted Certificates......
Class R Certificates, Class P
Certificates and Class X Certificates;
any certificate with a
rating below the
lowest applicable permitted rating under
the Underwriters' Exemption.
LIBOR Certificates.................
Class A and Subordinated Certificates.
Non-Delay Certificates.............
Class A, Class X and Subordinated
Certificates.
Offered Certificates...............
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-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class B-1,
Class B-2 and Class B-3 Certificates.
<PAGE>
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires,
shall have the following meanings:
Accepted Servicing Practices: With respect to any Mortgage
Loan,
those mortgage servicing practices set
forth in Section 3.01(a) of this
Agreement.
Account: Any of the Collection Accounts, the Distribution
Account,
any Escrow Account or the Excess Reserve
Fund Account. Each Account shall be an
Eligible Account.
Accrued Certificate Interest Distribution Amount: With respect
to
any Distribution Date for each Class of
LIBOR Certificates, the amount of
interest accrued during the related
Interest Accrual Period at the applicable
Pass-Through Rate on the related Class
Certificate Balance immediately prior to
such Distribution Date, as reduced by such
Class's share of Net Prepayment
Interest Shortfalls and Relief Act Interest
Shortfalls for such Distribution
Date allocated to such Class pursuant to
Section 4.02.
Acoustic: Acoustic Home Loans, LLC, a Delaware limited
liability
company, and its successors in
interest.
Acoustic Agreements: The Acoustic Purchase Agreement and the
Acoustic Assignment Agreement, each of
which are attached hereto as Exhibit P.
Acoustic Assignment Agreement: The Assignment and Recognition
Agreement, dated as of the Closing Date,
among the Purchaser, the Depositor and
Acoustic.
Acoustic Mortgage Loans: The Mortgage Loans purchased by the
Purchaser pursuant to the Acoustic Purchase
Agreement for which Acoustic is
identified as Originator on the Mortgage
Loan Schedule.
Acoustic Purchase Agreement: The Mortgage Loan Purchase and
Warranties Agreement, dated as of April 1,
2005 by and between Acoustic and the
Purchaser, solely insofar as such agreement
relates to the Acoustic Mortgage
Loans.
Adjustable Rate Mortgage Loan: An adjustable rate Mortgage
Loan.
Adjusted Net Mortgage Rate: As to each Mortgage Loan and at any
time, the per annum rate equal to the
Mortgage Rate less the Expense Fee Rate.
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first
Due Date on which the related Mortgage Rate
adjusts as set forth in the related
Mortgage Note and each Due Date thereafter
on which the Mortgage Rate adjusts as
set forth in the related Mortgage Note.
Advance: Any P&I Advance or Servicing Advance.
Advance Facility: A financing or other facility as described in
Section 10.07.
Advancing Person: The Person to whom any Servicer's rights
under
this Agreement to be reimbursed for any
P&I Advances or Servicing Advances have
been assigned pursuant to Section
10.07.
Affiliate: With respect to any Person, any other Person
controlling,
controlled by or under common control with
such first Person. For the purposes
of this definition, "control" means the
power to direct the management and
policies of such Person, directly or
indirectly, whether through the ownership
of voting securities, by contract or
otherwise; and the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments
or supplements hereto.
Amount Held for Future Distribution: As to the Certificates on
any
Distribution Date, the aggregate amount
held in each Collection Account at the
close of business on the related
Determination Date on account of (i) Principal
Prepayments, Insurance Proceeds,
Condemnation Proceeds and Liquidation Proceeds
on the Mortgage Loans received after the
end of the related Prepayment Period
and (ii) all Scheduled Payments on the
Mortgage Loans due after the end of the
related Due Period.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate
Class Certificate Balance of the
LIBOR Certificates after distributions of
principal on such Distribution Date
exceeds the aggregate Stated Principal
Balance of the Mortgage Loans for such
Distribution Date.
Appraised Value: The value set forth in an appraisal made in
connection with the origination of the
related Mortgage Loan as the value of the
Mortgaged Property.
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument in
recordable form (other than the assignee's
name and recording information not yet
returned from the recording office),
reflecting the sale of the Mortgage to the
Trustee.
Available Funds: With respect to any Distribution Date and the
Mortgage Loans to the extent received by
the Trustee (x) the sum of (i) all
scheduled installments of interest (net of
the related Expense Fees) and
principal due on the Due Date on such
Mortgage Loans in the related Due Period
and received by the Servicers on or prior
to the related Determination Date,
together with any P&I Advances in
respect thereof; (ii) all Condemnation
Proceeds, Insurance Proceeds and
Liquidation Proceeds received by the Servicers
during the related Prepayment Period (in
each case, net of unreimbursed expenses
incurred in connection with a liquidation
or foreclosure and unreimbursed
Advances, if any); (iii) all partial or
full prepayments on the Mortgage Loans
received by the Servicers during the
related Prepayment Period together with all
Compensating Interest, if applicable,
thereon (excluding any Prepayment
Charges); (iv) all Substitution Adjustment
Amounts with respect to the
substitutions of Mortgage Loans that occur
with respect to such Distribution
Date; (v) amounts received with respect to
such Distribution Date as the
Repurchase Price in respect of a Mortgage
Loan repurchased with respect to such
Distribution Date; (vi) the proceeds
received with respect to the termination of
the Trust Fund pursuant to clause (a) of
Section 9.01; and (vii) the Closing
Date Deposit Amount; reduced by (y) amounts
in reimbursement for Advances
previously made with respect to the
Mortgage Loans and other amounts as to which
the Servicers, the Depositor 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
LIBOR
Certificates, as of any Distribution Date,
the sum of (A) if on such
Distribution Date the Pass-Through Rate for
any Class of LIBOR Certificates is
based upon the WAC Cap, the excess of (i)
the amount of interest such Class of
Certificates would otherwise be entitled to
receive on such Distribution Date
had such Pass-Through Rate not been subject
to the WAC Cap (that is, had such
rate been calculated as the sum of LIBOR
and the applicable Pass-Through Margin
on such Class of Certificates for such
Distribution Date, and the resulting
amount being reduced by allocated Net
Prepayment Interest Shortfalls and Relief
Act Interest Shortfalls) over (ii) the
amount of interest received on such
Distribution Date with respect to such
Class of Certificates at the WAC Cap for
such Distribution Date and (B) the Basis
Risk CarryForward Amount for such Class
of Certificates for all previous
Distribution Dates not previously paid,
together with interest thereon at a rate
equal to the sum of LIBOR and the
applicable Pass-Through Margin for such
Class of Certificates for such
Distribution Date.
Basis Risk Payment: For any Distribution Date, an amount equal
to
the lesser of (i) the aggregate of the
Basis Risk CarryForward Amounts for such
Distribution Date and (ii) the Class X
Distributable Amount (prior to any
reduction for Basis Risk Payments from the
Excess Reserve Fund Account or any
Swap Termination Payment).
Best's: Best's Key Rating Guide, as the same shall be amended
from
time to time.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii)
a
day on which banking and savings and loan
institutions, in (a) the States of
Arizona, New York, New Jersey, California
or Delaware, (b) a State in which any
Servicer's servicing operations are
located, or (c) the State in which the
Trustee's operations are located, are
authorized or obligated by law or
executive order to be closed.
Certificate: Any one of the Certificates executed by the Trustee
in
substantially the forms attached hereto as
exhibits.
Certificate Balance: With respect to any Class of Certificates,
other than the Class X, Class P or Class R
Certificates, at any date, the
maximum dollar amount of principal to which
the Holder thereof is then entitled
hereunder, such amount being equal to the
Denomination thereof minus all
distributions of principal previously made
with respect thereto and in the case
of any Certificates, reduced by any Applied
Realized Loss Amounts allocated to
such Class of Certificates pursuant to
Section 4.05; provided, however, that
immediately following the Distribution Date
on which a Subsequent Recovery is
distributed, the Class Certificate Balances
of any Class or Classes of
Certificates that have been previously
reduced by Applied Realized Loss Amounts
will be increased, in order of seniority,
by the amount of the Subsequent
Recovery distributed on such Distribution
Date (up to the amount of the Unpaid
Realized Loss Amount for such Class or
Classes for such Distribution Date).
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such
Book-Entry Certificate.
Certificate Register: The register maintained pursuant to
Section
5.02.
Certificateholder or Holder: The person in whose name a
Certificate
is registered in the Certificate Register,
except that, solely for the purpose
of giving any consent pursuant to this
Agreement, any Certificate registered in
the name of the Depositor or any affiliate
of the Depositor shall be deemed not
to be Outstanding and the Percentage
Interest evidenced thereby shall not be
taken into account in determining whether
the requisite amount of Percentage
Interests necessary to effect such consent
has been obtained; provided, however,
that if any such Person (including the
Depositor) owns 100% of the Percentage
Interests evidenced by a Class of
Certificates, such Certificates shall be
deemed to be Outstanding for purposes of
any provision hereof that requires the
consent of the Holders of Certificates of a
particular Class as a condition to
the taking of any action hereunder. The
Trustee is entitled to rely conclusively
on a certification of the Depositor or any
affiliate of the Depositor in
determining which Certificates are
registered in the name of an affiliate of the
Depositor.
Certification: As defined in Section 8.12.
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A Certificates: The Class A-1 Certificates, the Class A-2
Certificates and the Class A-3
Certificates.
Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
aggregate Class Certificate Balances of
the Class A Certificates immediately prior
to such Distribution Date over (ii)
the lesser of (A) 55.40% of the aggregate
Stated Principal Balance of the
Mortgage Loans for such Distribution Date
and (B) the excess, if any, of the
aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution
Date over $3,876,495.
Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1".
Class A-2 Certificates: All Certificates bearing the class
designation of "Class A-2".
Class A-3 Certificates: All Certificates bearing the class
designation of "Class A-3".
Class B Certificates: The Class B-1, Class B-2 and Class B-3
Certificates.
Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1".
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount for such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account the
distribution of the Class M-3 Principal
Distribution Amount for such
Distribution Date), (E) the Class
Certificate Balance of the Class M-4
Certificates (after taking into account the
distribution of the Class M-4
Principal Distribution Amount for such
Distribution Date), (F) the Class
Certificate Balance of the Class M-5
Certificates (after taking into account the
distribution of the Class M-5 Principal
Distribution Amount for such
Distribution Date), (G) the Class
Certificate Balance of the Class M-6
Certificates (after taking into account the
distribution of the Class M-6
Principal Distribution Amount for such
Distribution Date) and (H) the Class
Certificate Balance of the Class B-1
Certificates immediately prior to such
Distribution Date over (ii) the lesser of
(A) 87.50% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the
excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans
for such Distribution Date over
$3,876,495.
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) 90.00% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the excess,
if any, of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date over
$3,876,495.
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) 92.70% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the
excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans
for such Distribution Date over
$3,876,495.
Class Certificate Balance: With respect to any Class and as to
any
date of determination, the aggregate of the
Certificate Balances of all
Certificates of such Class as of such
date.
Class IO Interest: As specified in the Preliminary Statement.
Class IO Shortfalls: As defined in Section 8.13. For the
avoidance
of doubt, the Class IO Shortfall for any
Distribution Date shall equal the
amount payable to the Class X Certificates
in respect of amounts due to the Swap
Provider on such Distribution Date (other
than Defaulted Swap Termination
Payments) in excess of the amount payable
on the Class X Interest (prior to any
reduction for Basis Risk Payments or Swap
Termination Payments) on such
Distribution Date, all as further provided
in Section 8.13.
Class LT-R Interest: The residual interest in the Lower-Tier
REMIC
as described in the Preliminary Statement
and the related footnote thereto.
Class M Certificates: The Class M-1, Class M-2, Class M-3,
Class
M-4, Class M-5 and Class M-6
Certificates.
Class M Enhancement Percentage: With respect to any
Distribution
Date, the percentage obtained by dividing
(x) the sum of (i) the aggregate Class
Certificate Balances of the Class M and
Class B Certificates (other than the
Class M-1 Certificates) and (ii) the
Subordinated Amount, in each case after
taking into account the distributions of
the related Principal Distribution
Amount and any principal payments on those
Classes of Certificates from the Swap
Account on that Distribution Date, by (y)
the aggregate Stated Principal Balance
of the Mortgage Loans for that Distribution
Date.
Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1".
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount for such Distribution
Date), and (B) the Class Certificate
Balance of the Class M-1 Certificates
immediately prior to such Distribution Date
over (ii) the lesser of (A) 62.90%
of the aggregate Stated Principal Balance
of the Mortgage Loans for such
Distribution Date and (B) the excess, if
any, of the aggregate Stated Principal
Balance of the Mortgage Loans for such
Distribution Date over $3,876,495.
Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2".
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount for such Distribution Date) and (C)
the Class Certificate Balance of the
Class M-2 Certificates immediately prior to
such Distribution Date over (ii) the
lesser of (A) 69.80% of the aggregate
Stated Principal Balance of the Mortgage
Loans for such Distribution Date and (B)
the excess, if any, of the aggregate
Stated Principal Balance of the Mortgage
Loans for such Distribution Date over
$3,876,495.
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) 74.50% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the
excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans
for such Distribution Date over
$3,876,495.
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) 77.90% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the excess,
if any, of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date over
$3,876,495.
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) 81.30% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the
excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans
for such Distribution Date over
$3,876,495.
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) 84.40% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the excess,
if any, of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date over
$3,876,495.
Class P
Certificates: All Certificates bearing the class designation
of "Class P".
Class PT1-R Interest: The residual interest in Pooling-Tier
REMIC-1
as described in the Preliminary Statement
and the related footnote thereto.
Class PT2-R Interest: The residual interest in Pooling-Tier
REMIC-2
as described in the Preliminary Statement
and the related footnote thereto.
Class R Certificates: All Certificates bearing the class
designation
of "Class R".
Class UT-R Interest: The residual interest in the Upper-Tier
REMIC
as described in the Preliminary Statement
and the related footnote thereto.
Class X Certificates: All Certificates bearing the class
designation
of "Class X".
Class X Distributable Amount: On any Distribution Date, the sum
of
(i) as a distribution in respect of
interest, the amount of interest that has
accrued on the Class X Interest and not
applied as an Extra Principal
Distribution Amount on such Distribution
Date, plus any such accrued interest
remaining undistributed from prior
Distribution Dates, plus, without
duplication, (ii) as a distribution in
respect of principal, any portion of the
principal balance of the Class X Interest
which is distributable as a
Subordination Reduction Amount, minus (iii)
the sum of (A) any amounts paid from
the Excess Reserve Fund Account to pay
Basis Risk CarryForward Amounts and (B)
any 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: August 31, 2005.
Closing Date Deposit Amount: $291.24 (all of which is allocable
to
principal) deposited by the Depositor into
the Distribution Account on the
Closing Date.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collection Account: As defined in Section 3.10(a).
Combined Loan to Value Ratio or CLTV: As of any date and as to
any
Second Lien Mortgage Loan, the ratio,
expressed as a percentage, of the (a) sum
of (i) the outstanding principal balance of
the Second Lien Mortgage Loan and
(ii) the outstanding principal balance as
of such date of any mortgage loan or
mortgage loans that are senior or equal in
priority to the Second Lien Mortgage
Loan and which are secured by the same
Mortgaged Property to (b) the Appraised
Value as determined pursuant to the
Underwriting Guidelines of the related
Mortgaged Property as of the origination of
the Second Lien Mortgage Loan.
Compensating Interest: For any Distribution Date, the lesser of
(a)
the Prepayment Interest Shortfall, if any,
for such Distribution Date, with
respect to all voluntary Principal
Prepayments in Full (excluding any payments
made upon liquidation of any Mortgage Loan)
(or, in the case of HomEq, the
amount by which such Prepayment Interest
Shortfall exceeds all Prepayment
Interest Excesses for such Distribution
Date) and (b) the amount of the
Servicing Fee payable to the applicable
Servicer for such Distribution Date.
Condemnation Proceeds: All awards of 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-MS05X3, facsimile no. (714)
247-6329 and which is the address to which
notices to and correspondence with
the Trustee should be directed.
Corresponding Class: The class of interests in the Lower-Tier
REMIC
or Upper-Tier REMIC that corresponds to the
class of interests in another such
REMIC or to a Class of Certificates in the
manner set out below:
Corresponding Lower Tier
Corresponding Upper Tier Corresponding Class
Class
Designation
Regular Interest
of Certificates
--------------------------- -------------------------
------------------------
Class LT-A-1
Class A-1
Class A-1
Class LT-A-2
Class A-2
Class A-2
Class LT-A-3
Class A-3
Class A-3
Class LT-M-1
Class M-1
Class M-1
Class LT-M-2
Class M-2
Class M-2
Class LT-M-3
Class M-3
Class M-3
Class LT-M-4
Class M-4
Class M-4
Class LT-M-5
Class M-5
Class M-5
Class LT-M-6
Class M-6
Class M-6
Class LT-B-1
Class B-1
Class B-1
Class LT-B-2
Class B-2
Class B-2
Class LT-B-3
Class B-3
Class B-3
N/A
Class X
Class X
Corresponding Pooling-Tier REMIC-1 Regular Interest: As described
in
the Preliminary Statement.
Corresponding Pooling-Tier REMIC-2 IO Interest: As described in
the
Preliminary Statement.
Corresponding Scheduled Crossover Distribution Date: The
Distribution Date in the month and year
specified in the Preliminary Statement
corresponding to a Pooling-Tier REMIC-2 IO
Interest.
Cumulative Loss Percentage: With respect to any Distribution
Date,
the percentage equivalent of a fraction,
the numerator of which is the aggregate
amount of Realized Losses incurred from the
Cut-off Date to the last day of the
calendar month preceding the month in which
such Distribution Date occurs and
the denominator of which is the Cut-off
Date Pool Principal Balance of the
Mortgage Loans.
Cumulative Loss Trigger Event: With respect to any Distribution
Date, a Cumulative Loss Trigger Event
exists if the quotient (expressed as a
percentage) of (x) the aggregate amount of
Realized Losses incurred since the
Cut-off Date through the last day of the
related Prepayment Period divided by
(y) the Cut-off Date Pool Principal Balance
exceeds the applicable cumulative
loss percentages set forth below with
respect to such Distribution Date:
Distribution Date Occurring In
Cumulative Loss Percentage
------------------------------
-----------------------------------------------
September 2007 through August 1.500% for the first
month, plus an additional
2008
1/12th of 1.750% for each month thereafter
(e.g., 2.375% in March 2008)
September 2008 through August 3.250% for the first
month, plus an additional
2009
1/12th of 2.000% for each month thereafter
(e.g., 4.250% in March 2009)
September 2009 through August 5.250% for the first
month, plus an additional
2010
1/12th of 1.500% for each month thereafter
(e.g., 6.000% in March
2010)
September 2010 through August 6.750% for the first
month, plus an additional
2011
1/12th of 0.250% for each month thereafter
(e.g., 6.875% in March 2011)
September 2011 and thereafter 7.000%
Custodial File:
With respect to each Mortgage Loan, the file
retained by the Trustee consisting of items (i) - (viii) as listed on
Exhibit K hereto.
Custodian: LaSalle Bank National Association, a national
banking
association, and its respective successors
in interest.
Custodian Fee: With respect to each Distribution Date, the
aggregate
amount of fees and expenses that the
Custodian is entitled to receive, pursuant
to the fee schedule related to the LaSalle
Mortgage Loans to which the Depositor
and the Custodian have previously agreed,
for custodial services rendered with
respect to the LaSalle Mortgage Loans
during the related Due Period. The
Custodian shall inform the Servicers and
the Trustee of the 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 Custodian
Fee
for such Distribution Date, converted to a
per annum rate on (i) the aggregate
Stated Principal Balance of the LaSalle
Mortgage Loans as of the first day of
the related Interest Accrual Period and
(ii) with respect to the Determination
Date in September 2005 only, the portion of
the Closing Date Deposit Amount
allocable to principal (calculated on an
actual/360 basis).
Cut-off Date: August 1, 2005.
Cut-off Date Pool Principal Balance: The aggregate Stated
Principal
Balances of all Mortgage Loans as of the
Cut-off Date plus the portion of the
Closing Date Deposit Amount allocable to
principal.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
Stated
Principal Balance thereof as of the close
of business on the Cut-off Date (after
giving effect to payments of principal due
on that date, whether or not
received).
Data Tape Information: The information provided by the
Originators
as of the Cut-off Date to the Depositor or
the Purchaser setting forth the
following information with respect to each
Mortgage Loan: (1) the Mortgagor's
name; (2) as to each Mortgage Loan, the
Scheduled Principal Balance as of the
Cut-off Date; (3) the Mortgage Rate Cap;
(4) the Index; (5) a code indicating
whether the Mortgaged Property is owner
occupied; (6) the type of Mortgaged
Property; (7) the first date on which the
Scheduled Payment was due on the
Mortgage Loan and, if such date is not
consistent with the Due Date currently in
effect, such Due Date; (8) the "paid
through date" based on payments received
from the related Mortgagor; (9) the
original principal amount of the Mortgage
Loan; (10) with respect to Adjustable Rate
Mortgage Loans, the Maximum Mortgage
Rate; (11) the type of Mortgage Loan (i.e.,
Fixed Rate or Adjustable Rate
Mortgage Loan); (12) a code indicating the
purpose of the loan (i.e., purchase,
rate and term refinance, equity take out
refinance); (13) a code indicating the
documentation style (i.e., full, asset
verification, income verification and no
documentation); (14) the credit risk score
(FICO score); (15) the loan credit
grade classification (as described in the
underwriting guidelines); (16) with
respect to each Adjustable Rate Mortgage
Loan, the Minimum Mortgage Rate; (17)
the Mortgage Rate at origination; (18) with
respect to each Adjustable Rate
Mortgage Loan, the first Adjustment Date
immediately following the Cut-off Date;
(19) the value of the Mortgaged Property;
(20) a code indicating the type of
Prepayment Charges applicable to such
Mortgage Loan (including any prepayment
penalty term), if any; (21) with respect to
each Adjustable Rate Mortgage Loan,
the Periodic Mortgage Rate Cap; (22) the
applicable Originator of such Mortgage
Loan; (23) with respect to each First Lien
Mortgage Loan, the LTV at
origination, and with respect to each
Second Lien Mortgage Loan, the CLTV at
origination; and (24) if such Mortgage Loan
is covered by a primary mortgage
insurance policy or a lender-paid primary
mortgage insurance policy, the primary
mortgage insurance rate. With respect to
the Mortgage Loans in the aggregate,
the Data Tape Information shall set forth
the following information, as of the
Cut-off Date: (1) the number of Mortgage
Loans; (2) the current aggregate
outstanding principal balance of the
Mortgage Loans; (3) the weighted average
Mortgage Rate of the Mortgage Loans; and
(4) the weighted average maturity of
the Mortgage Loans.
DBRS: Dominion Bond Rating Service, Inc., and its successors in
interest. If DBRS is designated as a Rating
Agency in the Preliminary Statement,
for purposes of Section 10.05(b) the
address for notices to DBRS shall be
Dominion Bond Rating Service, Inc., 55
Broadway, 15th Floor, New York, New York
10006, Attention: RMBS Group, or such other
address as DBRS may hereafter
furnish to the Depositor, the Trustee and
the Servicers.
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.
Defaulted Swap Termination Payment: Any Swap Termination
Payment
required to be paid by the Trust to the
Swap Provider pursuant to the Interest
Rate Swap Agreement as a result of an Event
of Default (as defined in the
Interest Rate Swap Agreement) with respect
to which the Swap Provider is the
defaulting party or a Termination Event (as
defined in the Interest Rate Swap
Agreement) (other than Illegality or a Tax
Event that is not a Tax Event Upon
Merger (each as defined in the Interest
Rate Swap Agreement )) with respect to
which the Swap Provider is the sole
Affected Party (as defined in the Interest
Rate Swap Agreement).
Deficient Valuation: With respect to any Mortgage Loan, a
valuation
of the related Mortgaged Property by a
court of competent jurisdiction in an
amount less than the then outstanding
principal balance of the Mortgage Loan,
which valuation results from a proceeding
initiated under the United States
Bankruptcy Code.
Definitive Certificates: Any Certificate evidenced by a
Physical
Certificate and any Certificate issued in
lieu of a Book-Entry Certificate
pursuant to Section 5.02(e).
Delay Certificates: As specified in the Preliminary Statement.
Deleted Mortgage Loan: As defined in Section 2.03.
Delinquency Trigger Event: With respect to any Distribution Date,
a
Delinquency Trigger Event exists if the
quotient (expressed as a percentage) of
(x) the rolling three month average of the
aggregate Stated Principal Balance of
60+ Day Delinquent Mortgage Loans
(including Mortgage Loans in foreclosure and
Mortgage Loans related to REO Property) and
(y) (1) until the aggregate Class
Certificate Balance of the Class A
Certificates have been reduced to zero, the
aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution
Date equals or exceeds 37% of the prior
period's Senior Enhancement Percentage
and (2) after the aggregate Class
Certificate Balance of the Class A
Certificates have been reduced to zero, the
aggregate stated Principal Balance
of the Mortgage Loans for such Distribution
Date equals or exceeds 43% of the
prior period's Class M Enhancement
Percentage.
Denomination: With respect to each Certificate, the amount set
forth
on the face thereof as the "Initial
Certificate Balance of this Certificate" or
the Percentage Interest appearing on the
face thereof.
Depositor: Morgan Stanley ABS Capital I Inc., a Delaware
corporation, and its successors in
interest.
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,
"R-1" by DBRS and "A-1" by Standard
& Poor's (to the extent they are
designated as 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 Home Equity Loan
Trust 2005-3 Mortgage Pass-Through
Certificates, Series 2005-3." 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 third
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 in New York City,
the next succeeding Business Day in
New York City, commencing in September
2005.
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
Securities Administrator.
Eligible Institution: A federal or state-chartered depository
institution or trust company the commercial
paper, short-term debt obligations,
or other short-term deposits of which are
rated "A-1+" by Standard & Poor's if
the amounts on deposit are to be held in
the account for no more than 365 days
(or at least "A-2" by Standard & Poor's
if the amounts on deposit are to be held
in the account for no more than 30 days),
or the long-term unsecured debt
obligations of which are rated at least
"AA-" by Standard & Poor's if the
amounts on deposit are to be held in the
account for no more than 365 days, and
the commercial paper, short-term debt
obligations, or other short-term deposits
of which are rated at least "P-1" by
Moody's and "F1+" by Fitch (or a comparable
rating if another Rating Agency is
specified by the Depositor by written notice
to the Servicer and the Securities
Administrator).
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 Home Equity Loan Trust
2005-3, Mortgage Pass-Through
Certificates, Series 2005-3." Funds in the
Excess Reserve Fund Account shall be
held in trust for the Regular
Certificateholders for the uses and purposes set
forth in this Agreement. Amounts on deposit
in the Excess Reserve Fund Account
shall not be invested.
Excess Subordinated Amount: With respect to any Distribution
Date,
the excess, if any, of (a) the Subordinated
Amount on such Distribution Date
over (b) the Specified Subordinated Amount
for such Distribution Date.
Exchange Act: As defined in Section 8.12(a).
Expense Fee Rate: As to each Mortgage Loan, a per-annum rate
equal
to the sum of the Servicing Fee Rate, the
Trustee Fee Rate, the Custodian Fee
Rate and any lender-paid primary mortgage
insurance fee rate, if applicable.
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 a
Mortgage Loan or REO Property purchased
by the applicable Originator or the
Depositor, as applicable, as contemplated by
this Agreement, the Meritage Agreements,
the Acoustic Agreements or the
Wilmington Finance Agreements, as
applicable), 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 2035.
First Lien Mortgage Loan: A Mortgage Loan secured by a first
lien
Mortgage on the related Mortgaged
Property.
Fitch: Fitch, Inc., or any successor thereto. 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 Home
Equity Loan Trust 2005-3, 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.
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.
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.
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 or any other cap agreement or
swap agreement (including any related
schedules) entered into by the Trustee on
behalf of the Trust pursuant to
Section 2.01(d) hereof.
Interest Remittance Amount: With respect to any Distribution
Date
and the Mortgage Loans, that portion of
Available Funds attributable to interest
relating to Mortgage Loans.
Investment Account: As defined in Section 3.12(a).
Investor: With respect to each MERS Designated Mortgage Loan,
the
Person named on the MERS 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.
JPMorgan: JPMorgan Chase Bank, National Association, a national
banking association, and its successors in
interest.
LaSalle Mortgage Loans: The Mortgage Loans for which LaSalle is
identified as the Custodian on the Mortgage
Loan Schedule.
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
LIBOR
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 Certificates: As specified in the Preliminary Statement.
LIBOR Determination Date: With respect to any Interest Accrual
Period for the LIBOR 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-to-Value Ratio or LTV: With respect to any First Lien
Mortgage
Loan, the ratio (expressed as a percentage)
of the original outstanding
principal amount of the First Lien Mortgage
Loan as of the Cut-off Date (unless
otherwise indicated), to the lesser of (a)
the Appraised Value of the Mortgaged
Property at origination, and (b) if the
First Lien Mortgage Loan was made to
finance the acquisition of the related
Mortgaged Property, the purchase price of
the Mortgaged Property.
London Business Day: Any day on which dealings in deposits of
United
States dollars are transacted in the London
interbank market.
Lower Tier Interest Rate: As described in the Preliminary
Statement.
Lower Tier Principal Amount: As described in the Preliminary
Statement.
Lower Tier Regular Interest: Each of the Class LT-A-1, Class
LT-A-2,
Class LT-A-3, 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, Class LT-B-3, Class LT-IO and
Class LT-Accrual Interests as described in
the Preliminary Statement.
Lower Tier REMIC: As described in the Preliminary Statement.
Maximum Mortgage Rate: With respect to each Adjustable Rate
Mortgage
Loan, a rate that (i) is set forth on the
Data Tape Information and in the
related Mortgage Note and (ii) is the
maximum interest rate to which the
Mortgage Rate on such Adjustable Rate
Mortgage Loan may be increased during the
lifetime of such Adjustable Rate Mortgage
Loan.
Meritage: Meritage Mortgage Corporation, an Oregon corporation,
and
its successors in interest.
Meritage Agreements: The Meritage Purchase Agreement and the
Meritage Assignment Agreement, each of
which are attached hereto as Exhibit Q.
Meritage Assignment Agreement: The Assignment and Recognition
Agreement, dated as of the Closing Date,
among the Purchaser, the Depositor and
Meritage.
Meritage Mortgage Loans: The Mortgage Loans purchased by the
Purchaser pursuant to the Meritage Purchase
Agreement for which Meritage is
identified as Originator on the Mortgage
Loan Schedule.
Meritage Purchase Agreement: (a) The Mortgage Loan Purchase and
Warranties Agreement, dated as of August 1,
2004, as amended by Amendment No. 1,
dated as of March 29, 2005, each by and
between Meritage and the Purchaser,
solely insofar as such agreement relates to
the Meritage Mortgage Loans and (b)
the Amended and Restated Mortgage Loan
Purchase and Warranties Agreement, dated
as of June 1, 2005, by and between Meritage
and the Purchaser, solely insofar as
such agreement relates to the Meritage
Mortgage Loans.
MERS: Mortgage Electronic Registration Systems, Inc., a
Delaware
corporation, and its successors in
interest.
MERS Designated Mortgage Loan: Mortgage Loans for which (a) the
Originators have designated or will
designate MERS as, and have taken or will
take such action as is necessary to cause
MERS to be, the mortgagee of record,
as nominee for the Originators, in
accordance with MERS Procedure Manual and (b)
the Originators have designated or will
designate the Trustee as the Investor on
the MERS(R) System.
MERS Procedures Manual: The MERS Procedures Manual, as it may
be
amended, supplemented or otherwise modified
from time to time.
MERS(R) System: MERS mortgage electronic registry system, as
more
particularly described in the MERS
Procedures Manual.
MILA: MILA, Inc., a Washington corporation, and its successors
in
interest.
MILA Mortgage Loans: The Mortgage Loans purchased by the
Purchaser
pursuant to the MILA Purchase Agreement for
which MILA is identified as
Originator on the Mortgage Loan
Schedule.
MILA
Purchase Agreement: The Mortgage Loan Purchase and Warranties
Agreement, dated as of February 1, 2005, by
and between the Purchaser and MILA,
which is attached hereto to as Exhibit
R.
Minimum Mortgage Rate: With respect to each Adjustable Rate
Mortgage
Loan, a rate that (i) is set forth on the
Data Tape Information and in the
related Mortgage Note and (ii) is the
minimum interest rate to which the
Mortgage Rate on such Adjustable Rate
Mortgage Loan may be decreased during the
lifetime of such Adjustable Rate Mortgage
Loan.
Monthly Statement: The statement delivered to the
Certificateholders
pursuant to Section 4.03.
Moody's: Moody's Investors Service, Inc., and its successors in
interest. If Moody's is designated as a
Rating Agency in the Preliminary
Statement, for purposes of Section
10.05(b), the address for notices to Moody's
shall be Moody's Investors Service, Inc.,
99 Church Street, New York, New York
10007, Attention: Residential Mortgage
Pass-Through Group, or such other address
as Moody's may hereafter furnish to the
Depositor, the Trustee and the
Servicers.
Mortgage: The mortgage, deed of trust or other instrument
identified
on the Mortgage Loan Schedule as securing a
Mortgage Note.
Mortgage File: The items pertaining to a particular Mortgage
Loan
contained in either the Servicing File or
Custodial File.
Mortgage Loan: An individual Mortgage Loan which is the subject
of
this Agreement, each Mortgage Loan
originally sold and subject to this Agreement
being identified on the Mortgage Loan
Schedule, which Mortgage Loan includes,
without limitation, the Mortgage File, the
Scheduled Payments, Principal
Prepayments, Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds,
REO Disposition proceeds, Prepayment
Charges, and all other rights, benefits,
proceeds and obligations arising from or in
connection with such Mortgage Loan,
excluding replaced or repurchased Mortgage
Loans.
Mortgage Loan Schedule: A schedule of Mortgage Loans delivered
to
the Trustee and referred to on Schedule I,
such schedule setting forth the
following information with respect to each
Mortgage Loan: (1) the Mortgage Loan
number; (2) the city, state and zip code of
the Mortgaged Property; (3) the
number and type of residential units
constituting the Mortgaged Property; (4)
the current Mortgage Rate; (5) the current
net Mortgage Rate; (6) the current
Scheduled Payment; (7) with respect to each
Adjustable Rate Mortgage Loan, the
Gross Margin; (8) the original term to
maturity; (9) the scheduled maturity
date; (10) the principal balance of the
Mortgage Loan as of the Cut-off Date
after deduction of payments of principal
due on or before the Cut-off Date
whether or not collected; (11) with respect
to each Adjustable Rate Mortgage
Loan, the next Interest Rate Adjustment
Date; (12) with respect to each
Adjustable Rate Mortgage Loan, the lifetime
Mortgage Interest Rate Cap; (13)
whether the Mortgage Loan is convertible or
not; (14) the Servicing Fee; (15)
the applicable Originator's name, (16) the
date such Mortgage Loan was sold by
the applicable Originator to the Purchaser,
(17) whether such Mortgage Loan
provides for a Prepayment Charge as well as
the term and amount of such
Prepayment Charge, if any; (18) 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; (19) the applicable
Servicer's name; (20) the date on which
servicing of the Mortgage Loan was
transferred to the applicable Servicer; and
(21) whether LaSalle is the Custodian with
respect to such Mortgage Loan.
Mortgage Note: The note or other evidence of the indebtedness of
a
Mortgagor under a Mortgage Loan.
Mortgage Rate: The annual rate of interest borne on a Mortgage
Note,
which shall be adjusted from time to time
in the case of an Adjustable Rate
Mortgage Loan.
Mortgage Rate Caps: With respect to an Adjustable Rate Mortgage
Loan, the Periodic Mortgage Rate Cap, the
Maximum Mortgage Rate, and the Minimum
Mortgage Rate for such Mortgage Loan.
Mortgaged Property: With respect to each Mortgage Loan, the
real
property (or leasehold estate, if
applicable) identified on the Mortgage Loan
Schedule as securing repayment of the debt
evidenced by the related Mortgage
Note.
Mortgagor: The obligor(s) on a Mortgage Note.
Net Monthly Excess Cash Flow: For any Distribution Date the
amount
remaining for distribution pursuant to
subsection 4.02(a)(iii) (before giving
effect to distributions pursuant to such
subsection).
Net Prepayment Interest Shortfall: For any Distribution Date,
the
amount by which the sum of the Prepayment
Interest Shortfalls for such
Distribution Date exceeds the sum of (i)
the Compensating Interest payments made
with respect to such Distribution Date and
(ii) in the case of HomEq, all
Prepayment Interest Excesses for such
Distribution Date.
Net Swap Payment: With respect to any Distribution Date, any
net
payment (other than a Swap Termination
Payment) made by the Trust to the Swap
Provider on the related Fixed Rate Payer
Payment Date (as defined in the
Interest Rate Swap Agreement).
Net Swap Receipt: With respect to any Distribution Date, any
net
payment (other than a Swap Termination
Payment) made by the Swap Provider to the
Trust on the related Floating Rate Payer
Payment Date (as defined in the
Interest Rate Swap Agreement).
NIM Issuer: The entity established as the issuer of the NIM
Securities.
NIM Securities: Any debt securities secured or otherwise backed
by
some or all of the Class X and Class P
Certificates that are rated by one or
more Rating Agencies.
NIM Trustee: The trustee for the NIM Securities.
Non-Delay Certificates: As specified in the Preliminary
Statement.
Non-Permitted Transferee: A Person other than a Permitted
Transferee.
Nonrecoverable P&I Advance: Any P&I Advance previously made
or
proposed to be made in respect of a
Mortgage Loan or REO Property that, in the
good faith business judgment of the
applicable Servicer, will not or, in the
case of a proposed P&I Advance, would
not be ultimately recoverable from related
late payments, Insurance Proceeds,
Condemnation Proceeds, or Liquidation
Proceeds on such Mortgage Loan or REO
Property as provided herein.
Nonrecoverable Servicing Advance: Any Servicing Advances
previously
made or proposed to be made in respect of a
Mortgage Loan or REO Property,
which, in accordance with Accepted
Servicing Practices, will not or, in the case
of a proposed Servicing Advance, would not
be ultimately recoverable from
related Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds or
otherwise. The determination by a Servicer
that it has made a Nonrecoverable
Servicing Advance or that any proposed
Servicing Advances, if made, would
constitute a Nonrecoverable Servicing
Advance, shall be evidenced by an
Officer's Certificate delivered to the
Trustee.
Notice of Final Distribution: The notice to be provided pursuant
to
Section 9.02 to the effect that final
distribution on any of the Certificates
shall be made only upon presentation and
surrender thereof.
Offered Certificates: As specified in the Preliminary
Statement.
Officer's Certificate: A certificate signed by an officer of
any
Servicer with responsibility for the
servicing of the Mortgage Loans required to
be serviced by such Servicer and listed on
a list delivered to the Trustee
pursuant to this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be
in-house counsel for a Servicer or a
Subservicer, reasonably acceptable to the
Trustee, provided that any Opinion of
Counsel relating to (a) qualification of
any Trust REMIC or (b) compliance with the
REMIC Provisions, must be (unless
otherwise stated in such Opinion of
Counsel) an opinion of counsel who (i) is in
fact independent of such Servicer of the
Mortgage Loans, (ii) does not have any
material direct or indirect financial
interest in such Servicer of the Mortgage
Loans or in an affiliate of either and
(iii) is not connected with such Servicer
of the Mortgage Loans as an officer,
employee, director or person performing
similar functions.
Optional Termination Date: The Distribution Date on which the
aggregate Stated Principal Balance of the
Mortgage Loans, as of the last day of
the related Due Period, is equal to 10% or
less of the Cut-off Date Pool
Principal Balance.
Originators: Each of Acoustic, Meritage, Wilmington Finance and
MILA.
OTS: Office of Thrift Supervision, and any successor thereto.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore
executed and authenticated under
this Agreement except:
(a) Certificates theretofore canceled by the Trustee or delivered
to
the
Trustee for cancellation; and
(b) Certificates in exchange for which or in lieu of which
other
Certificates have been executed and delivered by the Trustee
pursuant to
this
Agreement.
Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan
with
a Stated Principal Balance greater than
zero which was not the subject of a
Principal Prepayment in Full prior to such
Due Date and which did not become a
Liquidated Mortgage Loan prior to such Due
Date.
Ownership Interest: As to any Residual Certificate, any
ownership
interest in such Certificate including any
interest in such Certificate as the
Holder thereof and any other interest
therein, whether direct or indirect, legal
or beneficial.
P&I Advance: As to any Mortgage Loan or REO Property, any
advance
made by the applicable Servicer in respect
of any Remittance Date representing
the aggregate of all payments of principal
and interest, net of the Servicing
Fee, that were due during the related Due
Period on the Mortgage Loans and that
were delinquent on the related
Determination Date, plus certain amounts
representing assumed payments not covered
by any current net income on the
Mortgaged Properties acquired by
foreclosure or deed in lieu of foreclosure as
determined pursuant to Section 4.01.
Pass-Through Margin: With respect to each Class of Regular
Certificates (except as set forth in the
following sentence), the following
percentages: Class A-1 Certificates,
0.110%; Class A-2 Certificates, 0.240%;
Class A-3 Certificates, 0.380%; Class M-1
Certificates, 0.450%; Class M-2
Certificates, 0.470%; Class M-3
Certificates, 0.490%; Class M-4 Certificates,
0.590%; Class M-5 Certificates, 0.640%;
Class M-6 Certificates, 0.690%; Class
B-1 Certificates, 1.150%; Class B-2
Certificates, 1.300% and Class B-3
Certificates, 1.750%. On the first
Distribution Date after the Optional
Termination Date, the Pass-Through Margins
shall increase to: Class A-1
Certificates, 0.220%; Class A-2
Certificates, 0.480%; Class A-3 Certificates,
0.760%; Class M-1 Certificates, 0.675%;
Class M-2 Certificates, 0.705%; Class
M-3 Certificates, 0.735%; Class M-4
Certificates, 0.885%; Class M-5
Certificates, 0.960%; Class M-6
Certificates, 1.035%; Class B-1 Certificates,
1.725%; Class B-2 Certificates, 1.950%; and
Class B-3 Certificates, 2.625%.
Pass-Through Rate: For each Class of Regular Certificates, each
Pooling-Tier REMIC-1 Regular Interest, each
Pooling-Tier REMIC-2 Regular
Interest, each Lower-Tier Regular Interest
and each Upper-Tier Regular Interest,
the per annum rate set forth or calculated
in the manner described in the
Preliminary Statement.
Percentage Interest: As to any Certificate, the percentage
interest
evidenced thereby in distributions required
to be made on the related Class,
such percentage interest being set forth on
the face thereof or equal to the
percentage obtained by dividing the
Denomination of such Certificate by the
aggregate of the Denominations of all
Certificates of the same Class.
Periodic Mortgage Rate Cap: With respect to an Adjustable Rate
Mortgage Loan, the periodic limit on each
Mortgage Rate adjustment as set forth
in the related Mortgage Note.
Permitted Investments: Any one or more of the following
obligations
or securities acquired at a purchase price
of not greater than par, regardless
of whether issued by any Servicer, the
Trustee or any of their respective
Affiliates:
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States
or
any agency or instrumentality thereof, provided such obligations
are
backed by the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of,
or bankers' acceptances (which shall each have an original
maturity
of not more than 90 days and, in the case of bankers'
acceptances,
shall in no event have an original maturity of more than 365 days
or
a remaining maturity of more than 30 days) denominated in
United
States dollars and issued by, any Depository Institution and
rated
"F1+" by Fitch, "A-1+" by Standard & Poor's, "P-1" by Moody's
and
"R-1" by DBRS (to the extent they are Rating Agencies hereunder
and
are so rated by such Rating Agency);
(iii) repurchase obligations with respect to any security
described in clause (i) above entered into with a Depository
Institution (acting as principal);
(iv) securities bearing interest or sold at a discount that
are issued by any corporation incorporated under the laws of
the
United States of America or any State thereof and that are rated
by
each Rating Agency that rates such securities in its highest
long-term unsecured rating categories at the time of such
investment
or contractual commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable
on
demand or on a specified date not more than 30 days after the
date
of acquisition thereof) that is rated by each Rating Agency
that
rates such securities in its highest short-term unsecured debt
rating available at the time of such investment;
(vi) units of money market funds, including money market funds
managed or
advised by the Depositor, the Trustee or an Affiliate
thereof, that have been rated "Aaa" by Moody's, "AAAm" by Standard
&
Poor's, "AA" by Fitch and "AA" by DBRS (to the extent they are
Rating Agencies hereunder and are so rated by such Rating
Agency);
and
(vii) if previously confirmed in writing to the Trustee, any
other demand, money market or time deposit, or any other
obligation,
security or investment, as may be acceptable to the Rating
Agencies
as a permitted investment of funds backing "Aaa" or "AAA" rated
securities;
provided, however, that no instrument
described hereunder shall evidence either
the right to receive (a) only interest with
respect to the obligations
underlying such instrument or (b) both
principal and interest payments derived
from obligations underlying such instrument
and the interest and principal
payments with respect to such instrument
provide a yield to maturity at par
greater than 120% of the yield to maturity
at par of the underlying obligations.
Permitted Transferee: Any Person other than (i) the United
States,
any State or political subdivision thereof,
or any agency or instrumentality of
any of the foregoing, (ii) a foreign
government, international organization or
any agency or instrumentality of either of
the foregoing, (iii) an organization
(except certain farmers' cooperatives
described in Section 521 of the Code)
which is exempt from tax imposed by Chapter
1 of the Code (including the tax
imposed by Section 511 of the Code on
unrelated business taxable income) on any
excess inclusions (as defined in Section
860E(c)(1) of the Code) with respect to
any Residual Certificate, (iv) rural
electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the
Code, (v) a Person that is not a U.S.
Person or a U.S. Person with respect to
whom income from a Residual Certificate
is attributable to a foreign permanent
establishment or fixed base, within the
meaning of an applicable income tax treaty
of such Person or any other U.S.
Person, (vi) an "electing large
partnership" within the meaning of Section 775
of the Code and (vii) any other Person so
designated by the Depositor based upon
an Opinion of Counsel that the Transfer of
an Ownership Interest in a Residual
Certificate to such Person may cause any
Trust REMIC to fail to qualify as a
REMIC at any time that the Certificates are
outstanding. The terms "United
States", "State" and "international
organization" shall have the meanings set
forth in Section 7701 of the Code or
successor provisions. A corporation will
not be treated as an instrumentality of the
United States or of any State or
political subdivision thereof for these
purposes if all of its activities are
subject to tax and, with the exception of
Freddie Mac, a majority of its board
of directors is not selected by such
government unit.
Person: Any individual, corporation, partnership, joint
venture,
association, limited liability company,
joint-stock company, trust,
unincorporated organization or government,
or any agency or political
subdivision thereof.
Physical Certificates: As specified in the Preliminary
Statement.
Pool Stated Principal Balance: As to any Distribution Date, the
aggregate of the Stated Principal Balances
of the Mortgage Loans for such
Distribution Date that were Outstanding
Mortgage Loans on the Due Date in the
related Due Period.
Pooling-Tier Interest Rate: As specified in the Preliminary
Statement.
Pooling-Tier REMIC-1: As described in the Preliminary
Statement.
Pooling-Tier REMIC-1 Interest Rate: As described in the
Preliminary
Statement.
Pooling-Tier REMIC-1 Principal Amount: As described in the
Preliminary Statement.
Pooling-Tier REMIC-1 Regular Interest: As described in the
Preliminary Statement.
Pooling-Tier REMIC-1 WAC Rate: With respect to the Mortgage Loans
as
of any Distribution Date, a per annum rate
equal to the weighted average of the
Adjusted Net Mortgage Rates for each such
Mortgage Loan then in effect on the
beginning of the related Due Period on the
Mortgage Loans, 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.
Pooling-Tier REMIC-2: As described in the Preliminary
Statement.
Pooling-Tier REMIC-2 Interest Rate: As described in the
Preliminary
Statement.
Pooling-Tier REMIC-2 IO Interest: Any of the Pooling-Tier
REMIC-2
Regular Interests with the designation "IO"
in its name.
Pooling-Tier REMIC-2 IO Notional Balance: As described in the
Preliminary Statement.
Pooling-Tier REMIC-2 Principal Amount: As described in the
Preliminary Statement.
Pooling-Tier REMIC-2 Regular Interest: As described in the
Preliminary Statement.
Prepayment Charge: Any prepayment premium, penalty or charge
collected by any Servicer with respect to a
Mortgage Loan from a Mortgagor in
connection with any voluntary Principal
Prepayment pursuant to the terms of the
related Mortgage Note.
Prepayment Interest Excess: With respect to any Distribution
Date,
any interest collected by HomEq with
respect to any Mortgage Loan serviced by
HomEq as to which a voluntary Principal
Prepayment in Full occurs from the 1st
day of the month through the 15th day of
the month in which such Distribution
Date occurs and that represents interest
that accrues from the 1st day of such
month to the date of such Principal
Prepayment in Full.
Prepayment Interest Shortfall: With respect to any Distribution
Date, the sum of, for each Mortgage Loan
that was, during the related Prepayment
Period (in the case of any Mortgage Loan
serviced by JPMorgan) or during the
portion of the Prepayment Period from and
including the 16th day of the month
preceding the month in which such
Distribution Date occurs (or from the day
following the Cut-off Date, in the case of
the first Distribution Date) through
the last day of such month (in the case of
any Mortgage Loan serviced by HomEq),
the subject of a voluntary Principal
Prepayment in Full which is not accompanied
by an amount equal to one month of interest
that would have been due on such
Mortgage Loan on the Due Date in the
following month and which was applied by
the applicable Servicer to reduce the
outstanding principal balance of such
Mortgage Loan on a date preceding such Due
Date an amount equal to the product
of (a) the Mortgage Rate net of the
Servicing Fee Rate for such Mortgage Loan,
(b) the amount of the Principal Prepayment
for such Mortgage Loan, (c) 1/360 and
(d) the number of days commencing on the
date on which such Principal Prepayment
was applied and ending on the last day of
the calendar month in which the
related Prepayment Period begins.
Prepayment Period: With respect to any Distribution Date, either
(a)
in the case of any Mortgage Loan serviced
by JPMorgan, the calendar month
preceding the month in which such
Distribution Date occurs, or (b) in the case
of any Mortgage Loan serviced by HomEq,
either (i) with respect to any voluntary
Principal Prepayments in Full, the period
from and including the 16th day of the
month preceding the month in which such
Distribution Date occurs (or, in the
case of the first Distribution Date, from
and including the Cut-off Date) to and
including the 15th day of the month in
which such Distribution Date occurs, or
(ii) with respect to any partial Principal
Prepayments or any involuntary
Principal Prepayments, the calendar month
preceding the month in which such
Distribution Date occurs.
Principal Distribution Amount: For any Distribution Date, the sum
of
(i) the Basic Principal Distribution Amount
for such Distribution Date and (ii)
the Extra Principal Distribution Amount for
such Distribution Date.
Principal Prepayment: Any full or partial payment or other
recovery
of principal on a Mortgage Loan (including
upon liquidation of a Mortgage Loan)
which is received in advance of its
scheduled Due Date, excluding any Prepayment
Charge thereon.
Principal Prepayment in Full: Any Principal Prepayment made by
a
Mortgagor of the entire principal balance
of a Mortgage Loan.
Principal Remittance Amount: With respect to any Distribution
Date,
the amount equal to the sum of the
following amounts (without duplication) with
respect to the related Due Period: (i) each
scheduled payment of principal on a
Mortgage Loan due during such Due Period
and received by the Servicers on or
prior to the related Determination Date or
advanced by the applicable Servicer
for the related Remittance Date, and all
Principal Prepayments received during
the related Prepayment Period; (ii) all
Liquidation Proceeds, Condemnation
Proceeds and Insurance Proceeds on the
Mortgage Loans allocable to principal
actually collected by the Servicers during
the related Prepayment Period; (iii)
the portion of the Repurchase Price
allocable to principal with respect to each
Mortgage Loan repurchased with respect to
such Distribution Date; (iv) all
Substitution Adjustment Amounts allocable
to principal received in connection
with substitutions of Mortgage Loans with
respect to such Distribution Date; (v)
with respect to the Distribution Date in
September 2005 only, the portion of the
Closing Date Deposit Amount allocable to
principal; and (vi) the allocable
portion of the proceeds received with
respect to the termination of the Trust
Fund pursuant to clause (a) of Section 9.01
(to the extent such proceeds relate
to principal).
Private Certificates: As specified in the Preliminary
Statement.
Prospectus Supplement: The Prospectus Supplement, dated August
26,
2005, relating to the Offered
Certificates.
PTCE 95-60: As defined in Section 5.02(b).
Purchase Agreements: Collectively, the Acoustic Purchase
Agreement,
the Wilmington Finance Purchase Agreement,
the Meritage Purchase Agreement and
the MILA Purchase Agreement.
Purchaser: Morgan Stanley Mortgage Capital Inc., a New York
corporation, and its successors in
interest, as purchaser of the Mortgage Loans
under each of the Purchase Agreements.
Rating Agency: Each of the Rating Agencies specified in the
Preliminary Statement. If such organization
or a successor is no longer in
existence, "Rating Agency" shall be such
nationally recognized statistical
rating organization, or other comparable
Person, as is designated by the
Depositor, notice of which designation
shall be given to the Trustee. References
herein to a given rating or rating category
of a Rating Agency shall mean such
rating category without giving effect to
any modifiers. For purposes of Section
10.05(b), the addresses for notices to each
Rating Agency shall be the address
specified therefor in the definition
corresponding to the name of such Rating
Agency, or such other address as either
such Rating Agency may hereafter furnish
to the Depositor, the Trustee and the
Servicers.
Realized Losses: With respect to any date of determination and
any
Liquidated Mortgage Loan, the amount, if
any, by which (a) the unpaid principal
balance of such Liquidated Mortgage Loan
together with accrued and unpaid
interest thereon exceeds (b) the
Liquidation Proceeds with respect thereto net
of the expenses incurred by the applicable
Servicer in connection with the
liquidation of such Liquidated Mortgage
Loan and net of the amount of
unreimbursed Servicing Advances with
respect to such Liquidated Mortgage Loan.
Record Date: With respect to any Distribution Date, the close
of
business on the Business Day immediately
preceding such Distribution Date;
provided, however, that for any Certificate
issued in definitive form, the
Record Date shall be the close of business
on the last Business Day of the month
preceding the month in which such
applicable Distribution Date occurs.
Reference Bank: As defined in Section 4.04.
Regular Certificates: As specified in the Preliminary
Statement.
Relief Act Interest Shortfall: With respect to any Distribution
Date
and any Mortgage Loan, any reduction in the
amount of interest collectible on
such Mortgage Loan for the most recently
ended Due Period as a result of the
application of the Servicemembers Civil
Relief Act or any similar state
statutes.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax law
relating
to real estate mortgage investment
conduits, which appear at Sections 860A
through 860G of Subchapter M of Chapter 1
of the Code, and related provisions,
and regulations promulgated thereunder, as
the foregoing may be in effect from
time to time as well as provisions of
applicable state laws.
Remittance Date: With respect to any Distribution Date, the
second
Business Day immediately preceding such
Distribution Date.
REO Disposition: The final sale by the applicable Servicer of
any
REO Property.
REO Imputed Interest: As to any REO Property, for any period,
an
amount equivalent to interest (at the
Mortgage Rate net of the Servicing Fee
Rate that would have been applicable to the
related Mortgage Loan had it been
outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date
of acquisition thereof (as such balance is
reduced pursuant to Section 3.17 by
any income from the REO Property treated as
a recovery of principal).
REO Mortgage
Loan: A Mortgage Loan where title to the related
Mortgaged Property has been obtained by the
applicable Servicer in the name of
the Trustee on behalf of the
Certificateholders.
REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of
foreclosure in connection with a
defaulted Mortgage Loan.
Repurchase Price: With respect to any Mortgage Loan, (a) in the
case
of any Mortgage Loan repurchased by the
Depositor or the Responsible Party, an
amount equal to the sum of (i) the unpaid
principal balance of such Mortgage
Loan as of the date of repurchase, (ii)
interest on such unpaid principal
balance of such Mortgage Loan at the
Mortgage Rate from the last date through
which interest has been paid and
distributed to the Trustee to the date of
repurchase, (iii) all unreimbursed
Servicing Advances and (iv) all costs and
expenses incurred by the Trustee arising
out of or based upon such breach,
including without limitation, costs and
expenses relating to the Trustee's
enforcement of the repurchase obligation of
the Depositor or such Responsible
Party hereunder, and (b) in the case of any
Mortgage Loan repurchased by
Acoustic, Meritage or Wilmington Finance,
the repurchase price specified in the
Meritage Agreements or the Wilmington
Finance Agreements, as applicable. In
addition to the Repurchase Price, MILA is
obligated to make certain
indemnification payments for material
breaches of representations and warranties
as further set forth in Section 2.03(n) in
this Agreement, and each of Acoustic,
Meritage and Wilmington Finance is
obligated to make certain indemnification
payments for material breaches of
representations and warranties as further set
forth in the Acoustic Agreements, the
Meritage Agreements and the Wilmington
Finance Agreements, as applicable.
Request for Release: The Request for Release submitted by the
applicable Servicer to the Trustee or the
Custodian, as applicable,
substantially in the form of Exhibit J.
Residual Certificates: As specified in the Preliminary
Statement.
Responsible Officer: When used with respect to the Trustee, any
vice
president, any assistant vice president,
any assistant secretary, any assistant
treasurer, any associate, or any other
officer of the Trustee customarily
performing functions similar to those
performed by any of the above designated
officers who at such time shall be officers
to whom, with respect to a
particular matter, such matter is referred
because of such officer's knowledge
of and familiarity with the particular
subject and who shall have direct
responsibility for the administration of
this Agreement.
Responsible Party: MILA.
Rule 144A Letter: As defined in Section 5.02(b).
Scheduled Payment: The scheduled monthly payment on a Mortgage
Loan
due on any Due Date allocable to principal
and/or interest on such Mortgage Loan
which, unless otherwise specified herein,
shall give effect to any related Debt
Service Reduction and any Deficient
Valuation that affects the amount of the
monthly payment due on such Mortgage
Loan.
Second Lien Mortgage Loan: A Mortgage Loan secured by a second
lien
Mortgage on the related Mortgaged
Property.
Securities Act: The Securities Act of 1933, as amended.
Senior Enhancement Percentage: With respect to any Distribution
Date, the percentage obtained by dividing
(x) the sum of (i) the aggregate Class
Certificate Balance of the Subordinated
Certificates and (ii) the Subordinated
Amount (in each case after taking into
account the distribution of the Principal
Distribution Amount and any principal
payments on those Classes of Certificates
from the Swap Account on that Distribution
Date) by (y) the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date.
Senior Specified Enhancement Percentage: As of any date of
determination, 44.60%.
Servicer: JPMorgan or HomEq, and if a successor to any Servicer
is
appointed hereunder, such successor. When
the term "Servicer" is used in this
Agreement in connection with the
administration of servicing obligations with
respect to any Mortgage Loan, Mortgaged
Property, REO Property or Mortgage File,
"Servicer" shall mean (i) in connection
with the Mortgage Loans for which
JPMorgan is identified on the Mortgage Loan
Schedule as the Servicer, JPMorgan
and (ii) in connection with the Mortgage
Loans for which HomEq is identified on
the Mortgage Loan Schedule as the Servicer,
HomEq.
Servicer Remittance Report: As defined in Section 4.03(d).
Servicing Advances: The reasonable "out-of-pocket" costs and
expenses (including legal fees) incurred by
the applicable Servicer in the
performance of its servicing obligations in
connection with a default,
delinquency or other unanticipated event,
including, but not limited to, the
cost of (i) the preservation, restoration,
inspection and protection of a
Mortgaged Property, (ii) any enforcement,
administrative or judicial
proceedings, including foreclosures and
litigation, in respect of a particular
Mortgage Loan, (iii) the management
(including reasonable fees in connection
therewith) and liquidation of any REO
Property and (iv) the performance of its
obligations under Sections 3.01, 3.09, 3.13
and 3.15. The Servicing Advances
shall also include any reasonable
"out-of-pocket" costs and expenses (including
legal fees) incurred by the applicable
Servicer in connection with executing and
recording instruments of satisfaction,
deeds of reconveyance or Assignments of
Mortgage in connection with any foreclosure
in respect of any Mortgage Loan to
the extent not recovered from the Mortgagor
or otherwise payable under this
Agreement. None of the Servicers shall be
required to make any Nonrecoverable
Servicing Advances.
Servicing Fee: With respect to a Servicer, each Mortgage Loan
serviced by such Servicer and for any
calendar month, an amount equal to one
month's interest (or in the event of any
payment of interest which accompanies a
Principal Prepayment in Full made by the
Mortgagor during such calendar month,
interest for the number of days covered by
such payment of interest) at the
Servicing Fee Rate on the applicable Stated
Principal Balance of such Mortgage
Loan as of the first day of such calendar
month. Such fee shall be payable
monthly, and shall be pro rated for any
portion of a month during which the
Mortgage Loan is serviced by such Servicer
under this Agreement. The Servicing
Fee is payable solely from the interest
portion (including recoveries with
respect to interest from Liquidation
Proceeds, Insurance Proceeds, Condemnation
Proceeds and proceeds received with respect
to REO Properties, to the extent
permitted by Section 3.11) of such
Scheduled Payment collected by such Servicer,
or as otherwise provided under Section
3.11.
Servicing Fee Rate: With respect to each Mortgage Loan, 0.50%
per
annum.
Servicing File: With respect to each Mortgage Loan, the file
retained by the applicable Servicer
consisting of originals or copies of all
documents in the Mortgage File which are
not delivered to the Trustee or the
Custodian in the Custodial File and copies
of the Mortgage Loan Documents set
forth in Exhibit K hereto.
Servicing Officer: Any officer of any Servicer involved in, or
responsible for, the administration and
servicing of the Mortgage Loans whose
name and facsimile signature appear on a
list of servicing officers furnished to
the Trustee by such Servicer on the Closing
Date pursuant to this Agreement, as
such list may from time to time be
amended.
Similar Law: As defined in Section 5.02(b).
60+ Day Delinquent Mortgage Loan: (i) Each Mortgage Loan with
respect to which any portion of a Scheduled
Payment is, as of the last day of
the prior Due Period, two months or more
past due (without giving effect to any
grace period), including, without
limitation, such Mortgage Loans that are
subject to bankruptcy proceedings, (ii)
each Mortgage Loan in foreclosure and
(iii) all REO Property.
Specified Subordinated Amount: Prior to the Stepdown Date, an
amount
equal to 3.65% of the Cut-off Date Pool
Principal Balance. On and after the
Stepdown Date, an amount equal to 7.30% of
the aggregate Stated Principal
Balance of the Mortgage Loans for such
Distribution Date, subject, until the
Class Certificate Balance of each Class of
LIBOR Certificates has been reduced
to zero, to a minimum amount equal to 0.50%
of the aggregate Cut-off Date Pool
Principal Balance; provided, however, that
if, on any Distribution Date, a
Trigger Event exists, the Specified
Subordinated Amount shall not be reduced to
the applicable percentage of the then
current aggregate Stated Principal Balance
of the Mortgage Loans until the
Distribution Date on which a Trigger Event no
longer exists. When the Class Certificate
Balance of each Class of LIBOR
Certificates has been reduced to zero, the
Specified Subordinated Amount will
thereafter equal zero.
Standard & Poor's: Standard & Poor's Ratings Services, a
division of
The McGraw-Hill Companies, Inc., and its
successors in interest. If Standard &
Poor's is designated as a Rating Agency in
the Preliminary Statement, for
purposes of Section 10.05(b) the address
for notices to Standard & Poor's shall
be Standard & Poor's, 55 Water Street,
New York, New York 10041, Attention:
Residential Mortgage Surveillance Group -
Morgan Stanley Home Equity Loan Trust
2005-3, or such other address as Standard
& Poor's may hereafter furnish to the
Depositor, the Trustee and the
Servicers.
Standard & Poor's Glossary: The Standard & Poor's
LEVELS(R)
Glossary, as may be in effect from time to
time.
Startup Day: The Closing Date.
Stated Principal Balance: As to each Mortgage Loan and as of
any
date of determination, (i) the principal
balance of the Mortgage Loan at the
Cut-off Date after giving effect to
payments of principal due on or before such
date, minus (ii) all amounts previously
remitted to the Trustee with respect to
the related Mortgage Loan representing
payments or recoveries of principal
including advances in respect of scheduled
payments of principal. For purposes
of any Distribution Date, the Stated
Principal Balance of any Mortgage Loan will
give effect to any scheduled payments of
principal received by the related
Servicer on or prior to the related
Determination Date or advanced by the
related Servicer for the related Remittance
Date and any unscheduled principal
payments and other unscheduled principal
collections received during the related
Prepayment Period, and the Stated Principal
Balance of any Mortgage Loan that
has prepaid in full or has become a
Liquidated Mortgage Loan during the related
Prepayment Period shall be zero.
Stepdown Date: The later to occur of (i) the earlier to occur of
(a)
the Distribution Date in September 2008 and
(b) the Distribution Date following
the Distribution Date on which the
aggregate Class Certificate Balances of the
Class A Certificates have been reduced to
zero and (ii) the first Distribution
Date on which the Senior Enhancement
Percentage (calculated for this purpose
only after taking into account payments of
principal on the Mortgage Loans
applied to reduce the Stated Principal
Balance of the Mortgage Loans for the
applicable Distribution Date but prior to
any allocation of the Principal
Distribution Amount and principal payments
from the Swap Account to the
Certificates on such Distribution Date) is
greater than or equal to the Senior
Specified Enhancement Percentage.
Subordinated Amount: As of any Distribution Date, the excess,
if
any, of (a) the aggregate Stated Principal
Balance of the Mortgage Loans for
such Distribution Date over (b) the
aggregate of the Class Certificate Balances
of the LIBOR Certificates as of such
Distribution Date (after giving effect to
the payment of the Principal Remittance
Amount on such Certificates on such
Distribution Date).
Subordinated Certificates: As specified in the Preliminary
Statement.
Subordination Deficiency: With respect to any Distribution Date,
the
excess, if any, of (a) the Specified
Subordinated Amount applicable to such
Distribution Date over (b) the Subordinated
Amount applicable to such
Distribution Date.
Subordination Reduction Amount: With respect to any
Distribution
Date, an amount equal to the lesser of (a)
the Excess Subordinated Amount and
(b) the Net Monthly Excess Cash Flow.
Subsequent Recovery: With respect to any Mortgage Loan or
related
Mortgaged Property that became a Liquidated
Mortgage Loan or was otherwise
disposed of, all amounts received in
respect of such Liquidated Mortgage Loan
after an Applied Realized Loss Amount
related to such Mortgage Loan or Mortgaged
Property is allocated to reduce the Class
Certificate Balance of any Class of
Subordinated Certificates. Any Subsequent
Recovery that is received during a
Prepayment Period will be treated as
Liquidation Proceeds and included as part
of the Principal Remittance Amount for the
related Distribution Date.
Subservicer: As defined in Section 3.02(a).
Subservicing Account: As defined in Section 3.08.
Subservicing Agreements: As defined in Section 3.02(a).
Substitute Mortgage Loan: A Mortgage Loan (i) substituted by
Acoustic, Meritage or Wilmington Finance
for a Deleted Mortgage Loan that
satisfies the criteria set forth in the
definition of "Qualified Substitute
Mortgage Loan" in the applicable Purchase
Agreement or (ii) substituted by the
Depositor for a Deleted Mortgage Loan,
which, if substituted by the Depositor,
must, on the date of such substitution, as
confirmed in a Request for Release,
substantially in the form of Exhibit J, (a)
have a Stated Principal Balance,
after deduction of the principal portion of
the Scheduled Payment due in the
month of substitution, not in excess of,
and not more than 10% less than, the
Stated Principal Balance of the Deleted
Mortgage Loan; (b) be accruing interest
at a rate no lower than and not more than
1% per annum higher than, that of the
Deleted Mortgage Loan; (c) have a
Loan-to-Value Ratio no higher than that of the
Deleted Mortgage Loan; (d) have a remaining
term to maturity no greater than
(and not more than one year less than that
of) the Deleted Mortgage Loan; and
(e) comply with each representation and
warranty set forth in Section 2.03.
Substitution Adjustment Amount: As defined in Section 2.03.
Swap Account: The corpus of a trust created pursuant to Section
4.06
of this Agreement, consisting of the
Interest Rate Swap Agreement, the Class IO
Interest and the right to receive Class IO
Shortfalls, subject to the obligation
to pay amounts specified in Section
4.06.
Swap LIBOR: With respect to any Distribution Date (and the
related
Interest Accrual Period), the product of
(i) USD-LIBOR-BBA (as used in the
Interest Swap Agreement), (ii) two, and
(iii) the quotient of (a) the actual
number of days in the Interest Accrual
Period for the LIBOR Certificates divided
by (b) 30.
Swap Payment Allocation: For any Class of Certificates and any
Distribution Date, that Class's pro rata
share of the Net Swap Receipts, if any,
for that Distribution Date, based on the
Class Certificate Balances of the
Classes of Certificates.
Swap Payment Rate: For any Distribution Date, a fraction, the
numerator of which is any Net Swap Payment
or Swap Termination Payment (other
than Defaulted Swap Termination Payments)
owed to the Swap Provider for such
Distribution Date and the denominator of
which is the aggregate Stated Principal
Balance of the Mortgage Loans at the
beginning of the related Due Period,
multiplied by 12.
Swap Provider: Morgan Stanley Capital Services Inc., a Delaware
corporation, and its successors in
interest.
Swap Termination Payment: Any payment payable by the Trust or
the
Swap Provider upon termination of the
Interest Rate Swap Agreement as a result
of an Event of Default (as defined in the
Interest Rate Swap Agreement) or a
Termination Event (as defined in the
Interest Rate Swap Agreement).
Tax Matters Person: The Holder of the Class R Certificates
designated as "tax matters person" of each
Trust REMIC in the manner provided
under Treasury Regulations Section
1.860F-4(d) and Treasury Regulations Section
301.6231(a)(7)-1.
Tax Service Contract: As defined in Section 3.09(a).
Telerate Page 3750: The display page currently so designated on
the
Bridge Telerate Service (or such other page
as may replace that page on that
service for displaying comparable rates or
prices).
Total Monthly Excess Spread: As to any Distribution Date, an
amount
equal to the excess if any, of (i) the
interest on the Mortgage Loans (other
than Prepayment Interest Excesses) received
by the Servicers on or prior to the
related Determination Date or advanced by
the Servicers for the related
Remittance Date (net of Expense Fees) over
(ii) the sum of (A) the amounts
payable to the Certificates pursuant to
Section 4.02(a)(i) on such Distribution
Date and (B) any Net Swap Payments and Swap
Termination Payments (other than
Defaulted Swap Termination Payments) to the
Swap Provider.
Transfer: Any direct or indirect transfer or sale of any
Ownership
Interest in a Residual Certificate.
Transfer Affidavit: As defined in Section 5.02(c).
Transferor Certificate: As defined in Section 5.02(b).
Trigger Event: Either a Cumulative Loss Trigger Event or a
Delinquency Trigger Event.
Trust: The express trust created hereunder in Section 2.01(c).
Trust Fund: The corpus of the trust created hereunder consisting
of
(i) the Mortgage Loans and all interest and
principal with respect thereto
received on or after the related Cut-off
Date, other than such amounts which
were due on the Mortgage Loans on or prior
to the related Cut-off Date; (ii) the
Collection Account, Excess Reserve Fund
Account, the Distribution Account, and
all amounts deposited therein pursuant to
the applicable provisions of this
Agreement; (iii) property that secured a
Mortgage Loan and has been acquired by
foreclosure, deed-in-lieu of foreclosure or
otherwise; (iv) the Acoustic
Agreements, the Meritage Agreements and the
Wilmington Finance Agreements
(solely insofar as such agreements relate
to the Meritage Mortgage Loans or the
Wilmington Finance Mortgage Loans, as
applicable); (v) the Interest Rate Swap
Agreement; (vi) the Closing Date Deposit
Amount; (vii) the Swap Account; and
(viii) all proceeds of the conversion,
voluntary or involuntary, of any of the
foregoing.
Trust REMIC: Any of Pooling-Tier REMIC-1, Pooling-Tier REMIC-2,
the
Lower-Tier REMIC or the Upper-Tier REMIC,
as applicable.
Trustee: Deutsche Bank National Trust Company, a national
banking
association, and its successors in interest
and, if a successor trustee is
appointed hereunder, such successor.
Trustee Fee: As to any Distribution Date, an amount equal to
the
product of (a) one-twelfth of the Trustee
Fee Rate and (b) (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 Distribution Date
in September 2005 only, the portion of the
Closing Date Deposit Amount allocable
to principal.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0058%
per
annum.
Trustee Float Period: With respect to the Distribution Date and
the
related amounts in the Distribution
Account, the period commencing on the
Business Day immediately preceding such
Distribution Date and ending on such
Distribution Date.
Underwriters' Exemption: Any exemption listed under footnote 1
of,
and amended by, Prohibited Transaction
Exemption 2002-41, 67 Fed. Reg. 54487
(2002), or any successor exemption.
Unpaid Interest Amount: As of any Distribution Date and any Class
of
Certificates, the sum of (a) the portion of
the Accrued Certificate Interest
Distribution Amount from Distribution Dates
prior to the current Distribution
Date remaining unpaid immediately prior to
the current Distribution Date and (b)
interest on the amount in clause (a) above
at the applicable Pass-Through Rate
(to the extent permitted by applicable
law).
Unpaid Realized Loss Amount: With respect to any Class of
Subordinated Certificates and as to any
Distribution Date, is the excess of (i)
the Applied Realized Loss Amount with
respect to such Class over (ii) the sum of
(a) all distributions in reduction of such
Applied Realized Loss Amounts on all
previous Distribution Dates, and (b) the
amount by which the Class Certificate
Balance of such Class has been increased
due to the distribution of any
Subsequent Recoveries on all previous
Distribution Dates. Any amounts
distributed to a Class of Subordinated
Certificates in respect of any Unpaid
Realized Loss Amount will not be applied to
reduce the Class Certificate Balance
of such Class.
Upper-Tier 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 Upper-Tier Interest
Rate for the Class of Corresponding
Upper-Tier REMIC Regular Interest is based
upon Upper-Tier REMIC WAC Rate, the
excess, if any, of (i) the amount of
interest such Class of Upper-Tier Regular
Interest would otherwise be entitled to
receive on such Distribution Date had
such Upper-Tier REMIC Regular Interest not
been subject to Upper-Tier REMIC WAC
Rate, over (ii) the amount of interest
payable on such Class of Certificates on
such Distribution Date taking into account
the Upper-Tier REMIC WAC Rate and (B)
the Upper-Tier 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 applicable
Upper-Tier Interest Rate for such Class of
Certificates for such Distribution Date,
without giving effect to the Upper-Tier
REMIC WAC Rate.
Upper-Tier Interest Rate: As described in the Preliminary
Statement.
Upper-Tier Regular Interest: As described in the Preliminary
Statement.
Upper-Tier REMIC: As described in the Preliminary Statement.
Upper-Tier REMIC WAC Rate: For any Distribution Date, the
weighted
average of the Lower-Tier Interest Rates on
the Lower-Tier Regular Interests
(other than the Class LT-IO Interest) as of
the first day of the related
Interest Accrual Period, weighted on the
basis of the Lower-Tier Principal
Amounts of such Lower-Tier Regular
Interests as of the first day of the related
Interest Accrual Period.
U.S. Person: (i) A citizen or resident of the United States; (ii)
a
corporation (or entity treated as a
corporation for tax purposes) created or
organized in the United States or under the
laws of the United States or of any
State thereof, including, for this purpose,
the District of Columbia; (iii) a
partnership (or entity treated as a
partnership for tax purposes) organized in
the United States or under the laws of the
United States or of any State
thereof, including, for this purpose, the
District of Columbia (unless provided
