EXHIBIT 4
MORGAN STANLEY ABS CAPITAL I INC.,
Depositor,
COUNTRYWIDE HOME LOANS SERVICING LP,
Servicer,
HOMEQ SERVICING CORPORATION,
Servicer,
DECISION ONE MORTGAGE COMPANY LLC,
Responsible Party,
ACCREDITED HOME LENDERS, INC.,
Responsible Party,
WMC MORTGAGE CORP.,
Responsible Party,
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Custodian
LASALLE BANK NATIONAL ASSOCIATION
Custodian,
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Trustee and Custodian
--------------------
POOLING AND SERVICING AGREEMENT
Dated as of August 1, 2005
--------------------
MORGAN STANLEY ABS CAPITAL I INC. TRUST 2005-HE4
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-HE4
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01
Conveyance of Mortgage Loans.................................
Section 2.02
Acceptance by the Trustee of the Mortgage Loans..............
Section 2.03
Representations and Warranties; Remedies for Breaches of
Representations and Warranties with Respect to the Mortgage
Loans
Section 2.04
Execution and Delivery of Certificates.......................
Section 2.05
REMIC Matters................................................
Section 2.06
Representations and Warranties of the Depositor..............
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01
Servicers to Service Mortgage Loans..........................
Section 3.02
Subservicing Agreements between a Servicer and Subservicers..
Section 3.03
Successor Subservicers.......................................
Section 3.04
Liability of the Servicers...................................
Section 3.05 No
Contractual Relationship between Subservicers and the
Trustee......................................................
Section 3.06
Assumption or Termination of Subservicing Agreements by......
Trustee
Section 3.07
Collection of Certain Mortgage Loan Payments.................
Section 3.08
Subservicing Accounts........................................
Section 3.09
Collection of Taxes, Assessments and Similar Items; Escrow
Accounts.....................................................
Section 3.10
Collection Accounts..........................................
Section 3.11
Withdrawals from the Collection Accounts.....................
Section 3.12
Investment of Funds in the Collection Accounts and the
Distribution Account.........................................
Section 3.13
Maintenance of Hazard Insurance and Errors and Omissions
and Fidelity Coverage........................................
Section 3.14
Enforcement of Due-on-Sale Clauses; Assumption Agreements....
Section 3.15
Realization upon Defaulted Mortgage Loans....................
Section 3.16
Release of Mortgage Files....................................
Section 3.17
Title, Conservation and Disposition of REO Property..........
Section 3.18
Notification of Adjustments..................................
Section 3.19
Access to Certain Documentation and Information Regarding
the Mortgage Loans...........................................
Section 3.20
Documents, Records and Funds in Possession of the
Servicers to Be Held for the Trustee.........................
Section 3.21
Servicing Compensation.......................................
Section 3.22
Annual Statement as to Compliance............................
Section 3.23
Annual Independent Public Accountants' Servicing Statement;
Financial Statements.........................................
Section 3.24
Trustee to Act as Servicer...................................
Section 3.25
Compensating Interest........................................
Section 3.26
Credit Reporting; Gramm-Leach-Bliley Act.....................
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICERS
Section 4.01
Advances.....................................................
Section 4.02
Priorities of Distribution...................................
Section 4.03
Monthly Statements to Certificateholders.....................
Section 4.04
Certain Matters Relating to the Determination of LIBOR.......
Section 4.05
Allocation of Applied Realized Loss Amounts..................
Section 4.06 Swap
Account.................................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.............................................
Section 5.02
Certificate Register; Registration of Transfer and
Exchange of Certificates.....................................
Section 5.03
Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.04
Persons Deemed Owners........................................
Section 5.05
Access to List of Certificateholders' Names and Addresses....
Section 5.06
Maintenance of Office or Agency..............................
ARTICLE VI
THE DEPOSITOR AND THE SERVICERS
Section 6.01
Respective Liabilities of the Depositor and the Servicers....
Section 6.02
Merger or Consolidation of the Depositor or a Servicer.......
Section 6.03
Limitation on Liability of the Depositor, the
Servicers and Others.........................................
Section 6.04
Limitation on Resignation of a Servicer......................
Section 6.05
Additional Indemnification by the Servicers;
Third Party Claims...........................................
ARTICLE VII
DEFAULT
Section 7.01
Events of Default............................................
Section 7.02
Trustee to Act; Appointment of Successor.....................
Section 7.03
Notification to Certificateholders...........................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01
Duties of the Trustee........................................
Section 8.02
Certain Matters Affecting the Trustee and the Custodian......
Section 8.03
Trustee Not Liable for Certificates or Mortgage Loans........
Section 8.04
Trustee May Own Certificates.................................
Section 8.05
Trustee's Fees and Expenses..................................
Section 8.06
Eligibility Requirements for the Trustee.....................
Section 8.07
Resignation and Removal of the Trustee.......................
Section 8.08
Successor Trustee............................................
Section 8.09
Merger or Consolidation of the Trustee.......................
Section 8.10
Appointment of Co-Trustee or Separate Trustee................
Section 8.11 Tax
Matters..................................................
Section 8.12
Periodic Filings.............................................
Section 8.13 Tax
Treatment of Upper-Tier CarryForward Amounts, Basis
Risk CarryForward Amounts and Class IO Shortfalls; Tax
Classification of the Excess Reserve Fund Account 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 Countrywide Home Loans
Servicing LP, as Servicer
Schedule III
Representations and Warranties of HomEq Servicing
Corporation, as Servicer
Schedule IV
Representations and Warranties of Morgan Stanley ABS Capital
I Inc. as to the Mortgage Loans
Schedule V
Representations and Warranties of WMC as to the WMC Mortgage
Loans
Schedule VI
Representations and Warranties of Accredited as to the
Accredited Mortgage Loans
Schedule VII
Representations and Warranties of Decision One, as to the
Decision One Mortgage Loans
Schedule VIII
Representations and Warranties of Wells Fargo, as Custodian
Schedule IX
Representations and Warranties of LaSalle, as Custodian
Schedule X
Representations and Warranties of Deutsche Bank, as Custodian
EXHIBITS
Exhibit A
Form of Class A, Class M and Class B Certificate
Exhibit B
Form of Class P Certificate
Exhibit C
Form of Class R Certificate
Exhibit D
Form of Class X
Certificate
Exhibit E
Form of Initial Certification of Trustee and Custodians
Exhibit F
Form of Document Certification and Exception Report of
Trustee and Custodians
Exhibit G
Form of Residual Transfer Affidavit
Exhibit H
Form of Transferor Certificate
Exhibit I
Form of Rule 144A Letter
Exhibit J
Form of Request for Release
Exhibit K
Form of Contents for Each Mortgage File
Exhibit L
Form of Certification to be provided with Form 10-K
Exhibit M
Form of Certification to be provided by the Trustee to
Depositor
Exhibit N
Form of Certification to be provided by the applicable
Servicer to Depositor
Exhibit O
Decision One Purchase Agreement
Exhibit P
Accredited Purchase Agreement
Exhibit Q
WMC Purchase Agreement
Exhibit R
Form of Servicer Power of Attorney
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of August 1,
2005,
among MORGAN STANLEY ABS CAPITAL I INC., a
Delaware corporation (the
"Depositor"), COUNTRYWIDE HOME LOANS
SERVICING LP, a Texas limited partnership
("Countrywide"), HOMEQ SERVICING
CORPORATION, a New Jersey corporation ("HomEq",
and together with Countrywide, the
"Servicers"), WMC MORTGAGE CORP., a
California corporation ("WMC"), ACCREDITED
HOME LENDERS, INC., a California
corporation ("Accredited"), DECISION ONE
MORTGAGE COMPANY LLC, a California
limited liability company ("Decision One"),
WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking
association, as trustee (in such capacity, the
"Trustee") and custodian (in such capacity,
"Wells Fargo"), LASALLE BANK
NATIONAL ASSOCIATION, a national banking
association, as custodian ("LaSalle"),
and DEUTSCHE BANK NATIONAL TRUST COMPANY, a
national banking association, as
custodian ("Deutsche Bank" and, together
with Wells Fargo and LaSalle, the
"Custodians").
W I T N E S S E T H:
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Trustee shall elect that four segregated asset pools within
the
Trust Fund (exclusive of (i) the Prepayment
Premiums, (ii) the Interest Rate
Swap Agreement, (iii) the Swap Account,
(iv) the Excess Reserve Fund Account,
and (v) the right of the LIBOR Certificates
to receive Upper-Tier CarryForward
Amounts including, but without duplication,
Basis Risk CarryForward Amounts and
the obligation to pay Class IO Shortfalls)
be treated for federal income tax
purposes as comprising four REMICs (each, a
"Trust REMIC" or, in the
alternative, Pooling-Tier REMIC-1,
Pooling-Tier REMIC-2, the Lower-Tier REMIC
and the Upper-Tier REMIC, respectively).
The Class X Interest and each Class of
LIBOR Certificates (other than the right of
each Class of LIBOR Certificates to
receive Upper-Tier CarryForward Amounts
including, but without duplication,
Basis Risk CarryForward Amounts and the
obligation to pay Class IO Shortfalls)
represents ownership of a regular interest
in a REMIC for purposes of the REMIC
Provisions. The Class R Certificates
represent ownership of the sole class of
residual interest in each Trust REMIC for
purposes of the REMIC Provisions. The
Startup Day for each REMIC described herein
is the Closing Date. The latest
possible maturity date for each Certificate
is the latest date referenced in
Section 2.05. The Upper-Tier REMIC shall
hold as assets the several classes of
uncertificated Lower-Tier Regular
Interests, set out below. The Lower-Tier REMIC
shall hold as assets the several classes of
uncertificated Pooling-Tier REMIC-2
Regular Interests. Pooling-Tier REMIC-2
shall hold as assets the several classes
of uncertificated Pooling-Tier REMIC-1
Regular Interests. Pooling-Tier REMIC-1
shall hold as assets the assets of the
Trust Fund (exclusive of (i) the
Prepayment Premiums, (ii) the Interest Rate
Swap Agreement, (iii) the Swap
Account, (iv) the Excess Reserve Fund
Account, and (v) the right of the LIBOR
Certificates to receive Upper-Tier
CarryForward Amounts including, but without
duplication, Basis Risk CarryForward
Amounts and the obligation to pay Class IO
Shortfalls).
For federal income tax purposes, each Class of LIBOR
Certificates
represents a beneficial ownership of a
regular interest in the Upper-Tier REMIC,
the right to receive Upper-Tier
CarryForward Amounts (including, but without
duplication, Basis Risk CarryForward
Amounts), and the obligation to pay Class
IO Shortfalls, the Class X Certificates
represent beneficial ownership of the
Class X Interest, the Class IO Interest,
the Interest Rate Swap Agreement, the
Swap Account, the Excess Reserve Fund
Account and the right to receive Class IO
Shortfalls, and the Class P Certificates
represent beneficial ownership of the
Prepayment Premiums, which portions of the
Trust Fund shall be treated as a
grantor trust.
Pooling-Tier REMIC-1
--------------------
Pooling-Tier REMIC-1 shall issue the following interests in
Pooling-Tier REMIC-1, and each such
interest, other than the Class PT1-R
Interest is hereby designated as a regular
interest in the Pooling-Tier REMIC-1.
Pooling-Tier REMIC-1 Interests with an "I"
in their designation shall relate to
Loan Group I and Pooling Tier REMIC-1
Interests with a "II" in their designation
shall relate to Loan Group II. Pooling-Tier
REMIC-1 shall also issue the Class
PT1-R Interest, which is hereby designated
as the sole class of residual
interest in Pooling-Tier REMIC-1. The Class
PT1-R Interest shall be represented
by the Class R Certificates, shall not have
a principal balance and shall have
no interest rate.
Initial
Pooling-Tier
Pooling-Tier REMIC-1 Pooling-Tier REMIC-1
REMIC-1
Principal
Interest
Interest Rate
Amount
-------------------- --------------------
-----------------
Class PT1-I-1
(1)
$14,411,884.39
Class PT1-I-2A
(2)
$ 7,820,844.66
Class PT1-I-2B
(3)
$ 7,820,844.66
Class PT1-I-3A
(2)
$ 7,254,932.80
Class PT1-I-3B
(3)
$ 7,254,932.80
Class PT1-I-4A
(2)
$ 7,072,093.13
Class PT1-I-4B
(3)
$ 7,072,093.13
Class PT1-I-5A
(2)
$ 6,793,299.26
Class PT1-I-5B
(3)
$ 6,793,299.26
Class PT1-I-6A
(2)
$ 6,530,142.89
Class PT1-I-6B
(3)
$ 6,530,142.89
Class PT1-I-7A
(2)
$
6,313,000.73
Class PT1-I-7B
(3)
$ 6,313,000.73
Class PT1-I-8A
(2)
$ 6,105,796.54
Class PT1-I-8B
(3)
$ 6,105,796.54
Class PT1-I-9A
(2)
$ 5,907,724.32
Class PT1-I-9B
(3)
$ 5,907,724.32
Class PT1-I-10A
(2)
$ 5,718,012.01
Class PT1-I-10B
(3)
$ 5,718,012.01
Class PT1-I-11A
(2)
$ 5,535,921.54
Class PT1-I-11B
(3)
$ 5,535,921.54
Class PT1-I-12A
(2)
$ 5,360,751.87
Class PT1-I-12B
(3)
$ 5,360,751.87
Class PT1-I-13A
(2)
$ 5,191,839.69
Class PT1-I-13B
(3)
$ 5,191,839.69
Class PT1-I-14A
(2)
$ 5,026,976.03
Class PT1-I-14B
(3)
$ 5,026,976.03
Class PT1-I-15A
(2)
$ 4,819,744.98
Class PT1-I-15B
(3)
$ 4,819,744.98
Class PT1-I-16A
(2)
$ 4,611,662.77
Class PT1-I-16B
(3)
$ 4,611,662.77
Class PT1-I-17A
(2)
$ 4,412,613.16
Class PT1-I-17B
(3)
$ 4,412,613.16
Class PT1-I-18A
(2)
$ 4,222,202.38
Class PT1-I-18B
(3)
$ 4,222,202.38
Class PT1-I-19A
(2)
$ 4,040,053.64
Class PT1-I-19B
(3)
$ 4,040,053.64
Class PT1-I-20A
(2)
$ 3,865,806.87
Class PT1-I-20B
(3)
$ 3,865,806.87
Class PT1-I-21A
(2)
$ 3,699,117.49
Class PT1-I-21B
(3)
$ 3,699,117.49
Class PT1-I-22A
(2)
$ 3,553,795.24
Class PT1-I-22B
(3)
$ 3,553,795.24
Class PT1-I-23A
(2)
$45,921,476.62
Class PT1-I-23B
(3)
$45,921,476.62
Class PT1-I-24A
(2)
$14,023,926.10
Class PT1-I-24B
(3)
$14,023,926.10
Class PT1-I-25A
(2)
$ 698,319.30
Class PT1-I-25B
(3)
$ 698,319.30
Class PT1-I-26A
(2)
$ 672,818.98
Class PT1-I-26B
(3)
$ 672,818.98
Class PT1-I-27A
(2)
$ 648,253.51
Class PT1-I-27B
(3)
$ 648,253.51
Class PT1-I-28A
(2)
$ 624,588.45
Class PT1-I-28B
(3)
$ 624,588.45
Class PT1-I-29A
(2)
$ 601,813.10
Class PT1-I-29B
(3)
$ 601,813.10
Class PT1-I-30A
(2)
$ 579,848.45
Class PT1-I-30B
(3)
$ 579,848.45
Class PT1-I-31A
(2)
$ 558,688.36
Class PT1-I-31B
(3)
$ 558,688.36
Class PT1-I-32A
(2)
$ 538,303.11
Class PT1-I-32B
(3)
$ 538,303.11
Class PT1-I-33A
(2)
$ 518,664.24
Class PT1-I-33B
(3)
$ 518,664.24
Class PT1-I-34A
(2)
$ 523,023.44
Class PT1-I-34B
(3)
$ 523,023.44
Class PT1-I-35A
(2)
$ 1,560,971.10
Class PT1-I-35B
(3)
$ 1,560,971.10
Class PT1-I-36A
(2)
$ 1,163,850.77
Class PT1-I-36B
(3)
$ 1,163,850.77
Class PT1-I-37A
(2)
$ 365,459.01
Class PT1-I-37B
(3)
$ 365,459.01
Class PT1-I-38A
(2)
$ 352,841.10
Class PT1-I-38B
(3)
$ 352,841.10
Class PT1-I-39A
(2)
$ 340,653.42
Class PT1-I-39B
(3)
$
340,653.42
Class PT1-I-40A
(2)
$ 328,881.65
Class PT1-I-40B
(3)
$ 328,881.65
Class PT1-I-41A
(2)
$ 317,512.70
Class PT1-I-41B
(3)
$ 317,512.70
Class PT1-I-42A
(2)
$ 306,530.89
Class PT1-I-42B
(3)
$ 306,530.89
Class PT1-I-43A
(2)
$ 295,924.30
Class PT1-I-43B
(3)
$ 295,924.30
Class PT1-I-44A
(2)
$ 285,680.32
Class PT1-I-44B
(3)
$ 285,680.32
Class PT1-I-45A
(2)
$ 275,786.73
Class PT1-I-45B
(3)
$ 275,786.73
Class PT1-I-46A
(2)
$ 266,231.65
Class PT1-I-46B
(3)
$ 266,231.65
Class PT1-I-47A
(2)
$ 257,003.75
Class PT1-I-47B
(3)
$ 257,003.75
Class PT1-I-48A
(2)
$ 248,091.90
Class PT1-I-48B
(3)
$ 248,091.90
Class PT1-I-49A
(2)
$ 239,485.45
Class PT1-I-49B
(3)
$ 239,485.45
Class PT1-I-50A
(2)
$ 231,174.04
Class PT1-I-50B
(3)
$ 231,174.04
Class PT1-I-51A
(2)
$ 223,147.74
Class PT1-I-51B
(3)
$ 223,147.74
Class PT1-I-52A
(2)
$ 215,396.89
Class PT1-I-52B
(3)
$ 215,396.89
Class PT1-I-53A
(2)
$ 207,912.14
Class PT1-I-53B
(3)
$ 207,912.14
Class PT1-I-54A
(2)
$ 200,684.49
Class PT1-I-54B
(3)
$ 200,684.49
Class PT1-I-55A
(2)
$ 5,505,503.10
Class PT1-I-55B
(3)
$ 5,505,503.10
Class PT1-II-1
(4)
$18,378,616.61
Class PT1-II-2A
(5)
$ 9,973,456.74
Class PT1-II-2B
(6)
$ 9,973,456.74
Class PT1-II-3A
(5)
$ 9,251,783.10
Class PT1-II-3B
(6)
$ 9,251,783.10
Class PT1-II-4A
(5)
$ 9,018,618.57
Class PT1-II-4B
(6)
$ 9,018,618.57
Class PT1-II-5A
(5)
$ 8,663,089.39
Class PT1-II-5B
(6)
$ 8,663,089.39
Class PT1-II-6A
(5)
$ 8,327,501.76
Class PT1-II-6B
(6)
$ 8,327,501.76
Class PT1-II-7A
(5)
$ 8,050,593.32
Class PT1-II-7B
(6)
$ 8,050,593.32
Class PT1-II-8A
(5)
$ 7,786,358.16
Class PT1-II-8B
(6)
$ 7,786,358.16
Class PT1-II-9A
(5)
$ 7,533,768.48
Class PT1-II-9B
(6)
$ 7,533,768.48
Class PT1-II-10A
(5)
$ 7,291,839.69
Class PT1-II-10B
(6)
$ 7,291,839.69
Class PT1-II-11A
(5)
$ 7,059,630.56
Class PT1-II-11B
(6)
$ 7,059,630.56
Class PT1-II-12A
(5)
$ 6,836,247.13
Class PT1-II-12B
(6)
$ 6,836,247.13
Class PT1-II-13A
(5)
$ 6,620,843.51
Class PT1-II-13B
(6)
$ 6,620,843.51
Class PT1-II-14A
(5)
$ 6,410,602.72
Class PT1-II-14B
(6)
$ 6,410,602.72
Class PT1-II-15A
(5)
$ 6,146,333.32
Class PT1-II-15B
(6)
$ 6,146,333.32
Class PT1-II-16A
(5)
$ 5,880,978.48
Class PT1-II-16B
(6)
$ 5,880,978.48
Class PT1-II-17A
(5)
$ 5,627,142.39
Class PT1-II-17B
(6)
$
5,627,142.39
Class PT1-II-18A
(5)
$ 5,384,322.87
Class PT1-II-18B
(6)
$ 5,384,322.87
Class PT1-II-19A
(5)
$ 5,152,039.46
Class PT1-II-19B
(6)
$ 5,152,039.46
Class PT1-II-20A
(5)
$ 4,929,832.93
Class PT1-II-20B
(6)
$ 4,929,832.93
Class PT1-II-21A
(5)
$ 4,717,263.91
Class PT1-II-21B
(6)
$ 4,717,263.91
Class PT1-II-22A
(5)
$ 4,531,943.11
Class PT1-II-22B
(6)
$ 4,531,943.11
Class PT1-II-23A
(5)
$58,560,920.28
Class PT1-II-23B
(6)
$58,560,920.28
Class PT1-II-24A
(5)
$17,883,876.55
Class PT1-II-24B
(6)
$17,883,876.55
Class PT1-II-25A
(5)
$ 890,524.95
Class PT1-II-25B
(6)
$ 890,524.95
Class PT1-II-26A
(5)
$ 858,005.92
Class PT1-II-26B
(6)
$ 858,005.92
Class PT1-II-27A
(5)
$ 826,679.04
Class PT1-II-27B
(6)
$ 826,679.04
Class PT1-II-28A
(5)
$ 796,500.40
Class PT1-II-28B
(6)
$ 796,500.40
Class PT1-II-29A
(5)
$ 767,456.35
Class PT1-II-29B
(6)
$ 767,456.35
Class PT1-II-30A
(5)
$ 739,446.15
Class PT1-II-30B
(6)
$ 739,446.15
Class PT1-II-31A
(5)
$ 712,461.94
Class PT1-II-31B
(6)
$ 712,461.94
Class PT1-II-32A
(5)
$ 686,465.84
Class PT1-II-32B
(6)
$ 686,465.84
Class PT1-II-33A
(5)
$ 661,421.56
Class PT1-II-33B
(6)
$ 661,421.56
Class PT1-II-34A
(5)
$ 666,980.61
Class PT1-II-34B
(6)
$ 666,980.61
Class PT1-II-35A
(5)
$ 1,990,613.35
Class PT1-II-35B
(6)
$ 1,990,613.35
Class PT1-II-36A
(5)
$ 1,484,189.48
Class PT1-II-36B
(6)
$ 1,484,189.48
Class PT1-II-37A
(5)
$ 466,048.09
Class PT1-II-37B
(6)
$ 466,048.09
Class PT1-II-38A
(5)
$ 449,957.20
Class PT1-II-38B
(6)
$ 449,957.20
Class PT1-II-39A
(5)
$ 434,414.98
Class PT1-II-39B
(6)
$ 434,414.98
Class PT1-II-40A
(5)
$ 419,403.15
Class PT1-II-40B
(6)
$ 419,403.15
Class PT1-II-41A
(5)
$ 404,905.00
Class PT1-II-41B
(6)
$ 404,905.00
Class PT1-II-42A
(5)
$ 390,900.56
Class PT1-II-42B
(6)
$ 390,900.56
Class PT1-II-43A
(5)
$ 377,374.60
Class PT1-II-43B
(6)
$ 377,374.60
Class PT1-II-44A
(5)
$ 364,311.08
Class PT1-II-44B
(6)
$ 364,311.08
Class PT1-II-45A
(5)
$ 351,694.37
Class PT1-II-45B
(6)
$ 351,694.37
Class PT1-II-46A
(5)
$ 339,509.35
Class PT1-II-46B
(6)
$ 339,509.35
Class PT1-II-47A
(5)
$ 327,741.55
Class PT1-II-47B
(6)
$ 327,741.55
Class PT1-II-48A
(5)
$
316,376.80
Class PT1-II-48B
(6)
$ 316,376.80
Class PT1-II-49A
(5)
$ 305,401.50
Class PT1-II-49B
(6)
$ 305,401.50
Class PT1-II-50A
(5)
$ 294,802.46
Class PT1-II-50B
(6)
$ 294,802.46
Class PT1-II-51A
(5)
$ 284,567.01
Class PT1-II-51B
(6)
$ 284,567.01
Class PT1-II-52A
(5)
$ 274,682.81
Class PT1-II-52B
(6)
$ 274,682.81
Class PT1-II-53A
(5)
$ 265,137.96
Class PT1-II-53B
(6)
$ 265,137.96
Class PT1-II-54A
(5)
$ 255,920.96
Class PT1-II-54B
(6)
$ 255,920.96
Class PT1-II-55A
(5)
$ 7,020,839.75
Class PT1-II-55B
(6)
$ 7,020,839.75
Class PT1-R
(7)
(7)
----------
(1) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
REMIC-1 Loan Group I
WAC Rate.
(2) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and
(ii) the Pooling-Tier REMIC-1 Loan Group I WAC Rate, subject to
a maximum
rate of 8.700%.
(3) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
any, of
(A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan
Group I
WAC Rate over (B) 8.700%.
(4) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group II WAC Rate.
(5) For any Distribution Date (and the
related Interest Accrual Period), this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and
(ii) the Pooling-Tier REMIC-1 Loan Group II WAC Rate, subject
to
a maximum
rate of 8.700%.
(6) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
any, of
(A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan
Group II
WAC Rate over (B) 8.700%.
(7) The Class PT1-R Interest
shall not have a principal balance and shall not
bear
interest.
On each Distribution Date, the Trustee shall first pay from the
Trust Fund and charge as an expense of
Pooling-Tier REMIC-1 all expenses of the
Trust for such Distribution Date. Such
expense, other than Servicing Fees and
Trustee Fees, shall be allocated in the
same manner as Realized Losses.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans from the related Loan
Group for such Distribution Date shall
be deemed to be distributed to the
Pooling-Tier REMIC-1 Regular Interests at the
rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the
Group I Mortgage Loans shall be
allocated to the outstanding Pooling-Tier
REMIC-1 Regular Interest relating to
the Group I Mortgage Loans with the lowest
numerical denomination until the
Pooling-Tier REMIC-1 Principal Amount of
such interest is reduced to zero,
provided that, with respect to Pooling-Tier
REMIC-1 Regular Interests relating
to Loan Group I with the same numerical
denomination, such Realized Losses,
Subsequent Recoveries and payments of
principal shall be allocated pro rata
between such Pooling-Tier REMIC-1 Regular
Interests, until the Pooling-Tier
REMIC-1 Principal Amount of such interest
is reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the
Group II Mortgage Loans shall be
allocated to the outstanding Pooling-Tier
REMIC-1 Regular Interest relating to
the Group II Mortgage Loans with the lowest
numerical denomination until the
Pooling-Tier REMIC-1 Principal Amount of
such interest is reduced to zero,
provided that, with respect to Pooling-Tier
REMIC-1 Regular Interests relating
to Loan Group II with the same numerical
denomination, such Realized Losses,
Subsequent Recoveries and payments of
principal shall be allocated pro rata
between such Pooling-Tier REMIC-1 Regular
Interests, until the Pooling-Tier
REMIC-1 Principal Amount of such interest
is reduced to zero.
Pooling-Tier REMIC-2
Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such
interest, other than the Class PT2-R
Interest, is hereby designated as a regular
interest in Pooling-Tier REMIC-2.
Pooling-Tier REMIC-2 Interests with an "I"
in their designation shall relate to
the Group I Mortgage Loans and Pooling Tier
REMIC-2 Interests with a "II" in
their designation shall relate to the Group
II Mortgage Loans. The Class PT2-R
Interest is hereby designated as the sole
class of residual interest in
Pooling-Tier REMIC-2 and shall be
represented by the Class R Certificates.
<TABLE>
<CAPTION>
Corresponding
Pooling-Tier
Corresponding
Corresponding
Scheduled
Pooling-Tier REMIC-2 Initial
Pooling-Tier
Pooling-Tier
Crossover
Pooling-Tier
REMIC-2
Principal
REMIC-2 IO
REMIC-1
Distribution
REMIC-2 Interest Interest Rate
Amount
Interest
Regular Interest
Date
------------------ ------------- ---------------
------------------ ----------------
--------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-I-1
(1) $14,411,884.39
N/A
N/A
N/A
Class PT2-I-2A
(2)
$7,820,844.66 Class PT2-I-IO-2
N/A
N/A
Class PT2-I-2B
(3)
$7,820,844.66
N/A
N/A
N/A
Class PT2-I-3A
(2)
$7,254,932.80 Class PT2-I-IO-3
N/A
N/A
Class PT2-I-3B
(3)
$7,254,932.80
N/A
N/A
N/A
Class PT2-I-4A
(2)
$7,072,093.13 Class PT2-I-IO-4
N/A
N/A
Class PT2-I-4B
(3)
$7,072,093.13
N/A
N/A
N/A
Class PT2-I-5A
(2)
$6,793,299.26
Class PT2-I-IO-5
N/A
N/A
Class PT2-I-5B
(3)
$6,793,299.26
N/A
N/A
N/A
Class PT2-I-6A
(2)
$6,530,142.89 Class PT2-I-IO-6
N/A
N/A
Class PT2-I-6B
(3)
$6,530,142.89
N/A
N/A
N/A
Class PT2-I-7A
(2)
$6,313,000.73 Class PT2-I-IO-7
N/A
N/A
Class PT2-I-7B
(3) $6,313,000.73
N/A
N/A
N/A
Class PT2-I-8A
(2)
$6,105,796.54 Class PT2-I-IO-8
N/A
N/A
Class PT2-I-8B
(3)
$6,105,796.54
N/A
N/A
N/A
Class PT2-I-9A
(2)
$5,907,724.32 Class PT2-I-IO-9
N/A
N/A
Class PT2-I-9B
(3)
$5,907,724.32
N/A
N/A
N/A
Class PT2-I-10A
(2)
$5,718,012.01 Class PT2-I-IO-10
N/A
N/A
Class PT2-I-10B
(3)
$5,718,012.01
N/A
N/A
N/A
Class PT2-I-11A
(2)
$5,535,921.54 Class PT2-I-IO-11
N/A
N/A
Class PT2-I-11B
(3)
$5,535,921.54
N/A
N/A
N/A
Class PT2-I-12A
(2)
$5,360,751.87 Class PT2-I-IO-12
N/A
N/A
Class PT2-I-12B
(3)
$5,360,751.87
N/A
N/A
N/A
Class PT2-I-13A
(2)
$5,191,839.69 Class PT2-I-IO-13
N/A
N/A
Class PT2-I-13B
(3)
$5,191,839.69
N/A
N/A
N/A
Class PT2-I-14A
(2)
$5,026,976.03 Class PT2-I-IO-14
N/A
N/A
Class PT2-I-14B
(3)
$5,026,976.03
N/A
N/A
N/A
Class PT2-I-15A
(2)
$4,819,744.98 Class PT2-I-IO-15
N/A
N/A
Class PT2-I-15B
(3)
$4,819,744.98
N/A
N/A
N/A
Class PT2-I-16A
(2)
$4,611,662.77 Class PT2-I-IO-16
N/A
N/A
Class PT2-I-16B
(3)
$4,611,662.77
N/A
N/A
N/A
Class PT2-I-17A
(2)
$4,412,613.16 Class PT2-I-IO-17
N/A
N/A
Class PT2-I-17B
(3)
$4,412,613.16
N/A
N/A
N/A
Class PT2-I-18A
(2)
$4,222,202.38 Class PT2-I-IO-18
N/A
N/A
Class PT2-I-18B
(3)
$4,222,202.38
N/A
N/A
N/A
Class PT2-I-19A
(2)
$4,040,053.64 Class PT2-I-IO-19
N/A
N/A
Class PT2-I-19B
(3)
$4,040,053.64
N/A
N/A
N/A
Class PT2-I-20A
(2)
$3,865,806.87 Class PT2-I-IO-20
N/A
N/A
Class PT2-I-20B
(3)
$3,865,806.87
N/A
N/A
N/A
Class PT2-I-21A
(2)
$3,699,117.49 Class PT2-I-IO-21
N/A
N/A
Class PT2-I-21B
(3)
$3,699,117.49
N/A
N/A
N/A
Class PT2-I-22A
(2)
$3,553,795.24 Class PT2-I-IO-22
N/A
N/A
Class PT2-I-22B
(3)
$3,553,795.24
N/A
N/A
N/A
Class PT2-I-23A
(2)
$45,921,476.62 Class PT2-I-IO-23
N/A
N/A
Class PT2-I-23B
(3)
$45,921,476.62
N/A
N/A
N/A
Class PT2-I-24A
(2)
$14,023,926.10 Class PT2-I-IO-24
N/A
N/A
Class PT2-I-24B
(3)
$14,023,926.10
N/A
N/A
N/A
Class PT2-I-25A
(2)
$698,319.30 Class PT2-I-IO-25
N/A
N/A
Class PT2-I-25B
(3)
$698,319.30
N/A
N/A
N/A
Class PT2-I-26A
(2)
$672,818.98 Class PT2-I-IO-26
N/A
N/A
Class PT2-I-26B
(3)
$672,818.98
N/A
N/A
N/A
Class PT2-I-27A
(2)
$648,253.51 Class PT2-I-IO-27
N/A
N/A
Class PT2-I-27B
(3)
$648,253.51
N/A
N/A
N/A
Class PT2-I-28A
(2)
$624,588.45 Class PT2-I-IO-28
N/A
N/A
Class PT2-I-28B
(3)
$624,588.45
N/A
N/A
N/A
Class PT2-I-29A
(2)
$601,813.10 Class PT2-I-IO-29
N/A
N/A
Class PT2-I-29B
(3)
$601,813.10
N/A
N/A
N/A
Class PT2-I-30A
(2)
$579,848.45 Class PT2-I-IO-30
N/A
N/A
Class PT2-I-30B
(3)
$579,848.45
N/A
N/A
N/A
Class PT2-I-31A
(2)
$558,688.36 Class PT2-I-IO-31
N/A
N/A
Class PT2-I-31B
(3)
$558,688.36
N/A
N/A
N/A
Class PT2-I-32A
(2)
$538,303.11 Class PT2-I-IO-32
N/A
N/A
Class PT2-I-32B
(3)
$538,303.11
N/A
N/A
N/A
Class PT2-I-33A
(2)
$518,664.24 Class PT2-I-IO-33
N/A
N/A
Class PT2-I-33B
(3)
$518,664.24
N/A
N/A
N/A
Class PT2-I-34A
(2)
$523,023.44 Class PT2-I-IO-34
N/A
N/A
Class PT2-I-34B
(3)
$523,023.44
N/A
N/A
N/A
Class PT2-I-35A
(2)
$1,560,971.10 Class PT2-I-IO-35
N/A
N/A
Class PT2-I-35B
(3)
$1,560,971.10
N/A
N/A
N/A
Class PT2-I-36A
(2)
$1,163,850.77 Class PT2-I-IO-36
N/A
N/A
Class PT2-I-36B
(3)
$1,163,850.77
N/A
N/A
N/A
Class PT2-I-37A
(2)
$365,459.01 Class PT2-I-IO-37
N/A
N/A
Class PT2-I-37B
(3)
$365,459.01
N/A
N/A
N/A
Class PT2-I-38A
(2)
$352,841.10 Class PT2-I-IO-38
N/A
N/A
Class PT2-I-38B
(3)
$352,841.10
N/A
N/A
N/A
Class PT2-I-39A
(2)
$340,653.42 Class PT2-I-IO-39
N/A
N/A
Class PT2-I-39B
(3)
$340,653.42
N/A
N/A
N/A
Class PT2-I-40A
(2)
$328,881.65 Class PT2-I-IO-40
N/A
N/A
Class PT2-I-40B
(3)
$328,881.65
N/A
N/A
N/A
Class PT2-I-41A
(2)
$317,512.70 Class PT2-I-IO-41
N/A
N/A
Class PT2-I-41B
(3)
$317,512.70
N/A
N/A
N/A
Class PT2-I-42A
(2)
$306,530.89 Class PT2-I-IO-42
N/A
N/A
Class PT2-I-42B
(3)
$306,530.89
N/A
N/A
N/A
Class PT2-I-43A
(2)
$295,924.30 Class PT2-I-IO-43
N/A
N/A
Class PT2-I-43B
(3)
$295,924.30
N/A
N/A
N/A
Class PT2-I-44A
(2)
$285,680.32 Class PT2-I-IO-44
N/A
N/A
Class PT2-I-44B
(3)
$285,680.32
N/A
N/A
N/A
Class PT2-I-45A
(2)
$275,786.73 Class PT2-I-IO-45
N/A
N/A
Class PT2-I-45B
(3)
$275,786.73
N/A
N/A
N/A
Class PT2-I-46A
(2)
$266,231.65 Class PT2-I-IO-46
N/A
N/A
Class PT2-I-46B
(3)
$266,231.65
N/A
N/A
N/A
Class PT2-I-47A
(2)
$257,003.75 Class PT2-I-IO-47
N/A
N/A
Class PT2-I-47B
(3)
$257,003.75
N/A
N/A
N/A
Class PT2-I-48A
(2)
$248,091.90 Class PT2-I-IO-48
N/A
N/A
Class PT2-I-48B
(3)
$248,091.90
N/A
N/A
N/A
Class PT2-I-49A
(2)
$239,485.45 Class PT2-I-IO-49
N/A
N/A
Class PT2-I-49B
(3)
$239,485.45
N/A
N/A
N/A
Class PT2-I-50A
(2)
$231,174.04 Class PT2-I-IO-50
N/A
N/A
Class PT2-I-50B
(3)
$231,174.04
N/A
N/A
N/A
Class PT2-I-51A
(2)
$223,147.74 Class PT2-I-IO-51
N/A
N/A
Class PT2-I-51B
(3)
$223,147.74
N/A
N/A
N/A
Class PT2-I-52A
(2)
$215,396.89 Class PT2-I-IO-52
N/A
N/A
Class PT2-I-52B
(3)
$215,396.89
N/A
N/A
N/A
Class PT2-I-53A
(2)
$207,912.14 Class PT2-I-IO-53
N/A
N/A
Class PT2-I-53B
(3)
$207,912.14
N/A
N/A
N/A
Class PT2-I-54A
(2)
$200,684.49 Class PT2-I-IO-54
N/A
N/A
Class PT2-I-54B
(3)
$200,684.49 N/A
N/A
N/A
Class PT2-I-55A
(2)
$5,505,503.10 Class PT2-I-IO-55
N/A
N/A
Class PT2-I-55B
(3)
$5,505,503.10
N/A
N/A
N/A
Class PT2-I-IO-2
(4)
(4)
N/A
Class PT1-I-2A October 2005
Class PT2-I-IO-3
(4)
(4)
N/A
Class PT1-I-3A November 2005
Class PT2-I-IO-4
(4)
(4)
N/A
Class PT1-I-4A December 2005
Class PT2-I-IO-5
(4)
(4)
N/A
Class PT1-I-5A January 2006
Class PT2-I-IO-6
(4)
(4)
N/A
Class PT1-I-6A February 2006
Class PT2-I-IO-7
(4)
(4)
N/A
Class PT1-I-7A March
2006
Class PT2-I-IO-8
(4)
(4)
N/A
Class PT1-I-8A April
2006
Class PT2-I-IO-9
(4)
(4)
N/A
Class PT1-I-9A May
2006
Class PT2-I-IO-10
(4)
(4)
N/A
Class PT1-I-10A June
2006
Class PT2-I-IO-11
(4)
(4)
N/A
Class PT1-I-11A July
2006
Class PT2-I-IO-12
(4)
(4)
N/A
Class PT1-I-12A August 2006
Class PT2-I-IO-13
(4)
(4)
N/A
Class PT1-I-13A September 2006
Class PT2-I-IO-14
(4)
(4)
N/A
Class PT1-I-14A October 2006
Class PT2-I-IO-15
(4)
(4)
N/A
Class PT1-I-15A November 2006
Class PT2-I-IO-16
(4)
(4)
N/A
Class PT1-I-16A December 2006
Class PT2-I-IO-17
(4)
(4)
N/A
Class PT1-I-17A January 2007
Class PT2-I-IO-18
(4)
(4)
N/A
Class PT1-I-18A February 2007
Class PT2-I-IO-19
(4)
(4)
N/A
Class PT1-I-19A March
2007
Class PT2-I-IO-20
(4)
(4)
N/A
Class PT1-I-20A April
2007
Class PT2-I-IO-21
(4)
(4)
N/A
Class PT1-I-21A May
2007
Class PT2-I-IO-22
(4)
(4)
N/A
Class PT1-I-22A June
2007
Class PT2-I-IO-23
(4)
(4)
N/A
Class PT1-I-23A July
2007
Class PT2-I-IO-24
(4)
(4)
N/A
Class PT1-I-24A August 2007
Class PT2-I-IO-25
(4)
(4)
N/A
Class PT1-I-25A September 2007
Class PT2-I-IO-26
(4)
(4)
N/A
Class PT1-I-26A October 2007
Class PT2-I-IO-27
(4)
(4)
N/A
Class PT1-I-27A November 2007
Class PT2-I-IO-28
(4)
(4)
N/A
Class PT1-I-28A December 2007
Class PT2-I-IO-29
(4)
(4)
N/A
Class PT1-I-29A January 2008
Class PT2-I-IO-30
(4)
(4)
N/A
Class PT1-I-30A February 2008
Class PT2-I-IO-31
(4)
(4)
N/A
Class PT1-I-31A March
2008
Class PT2-I-IO-32
(4)
(4)
N/A
Class PT1-I-32A April
2008
Class PT2-I-IO-33
(4)
(4)
N/A
Class PT1-I-33A May
2008
Class PT2-I-IO-34
(4)
(4)
N/A
Class PT1-I-34A June
2008
Class PT2-I-IO-35
(4)
(4)
N/A
Class PT1-I-35A July
2008
Class PT2-I-IO-36
(4)
(4)
N/A
Class PT1-I-36A August 2008
Class PT2-I-IO-37
(4)
(4)
N/A
Class PT1-I-37A September 2008
Class PT2-I-IO-38
(4)
(4)
N/A
Class PT1-I-38A October 2008
Class PT2-I-IO-39
(4)
(4)
N/A
Class PT1-I-39A November 2008
Class PT2-I-IO-40
(4)
(4)
N/A
Class PT1-I-40A December 2008
Class PT2-I-IO-41
(4)
(4)
N/A
Class PT1-I-41A January 2009
Class PT2-I-IO-42
(4)
(4)
N/A
Class PT1-I-42A February 2009
Class PT2-I-IO-43
(4)
(4)
N/A
Class PT1-I-43A
March
2009
Class PT2-I-IO-44
(4)
(4)
N/A
Class PT1-I-44A April
2009
Class PT2-I-IO-45
(4)
(4)
N/A
Class PT1-I-45A May
2009
Class PT2-I-IO-46
(4)
(4)
N/A
Class PT1-I-46A June
2009
Class PT2-I-IO-47
(4)
(4)
N/A
Class PT1-I-47A July
2009
Class PT2-I-IO-48
(4)
(4)
N/A
Class PT1-I-48A August 2009
Class PT2-I-IO-49
(4)
(4)
N/A
Class PT1-I-49A September 2009
Class PT2-I-IO-50
(4)
(4)
N/A
Class PT1-I-50A
October 2009
Class PT2-I-IO-51
(4)
(4)
N/A
Class PT1-I-51A November 2009
Class PT2-I-IO-52
(4)
(4)
N/A
Class PT1-I-52A December 2009
Class PT2-I-IO-53
(4)
(4)
N/A
Class PT1-I-53A January 2010
Class PT2-I-IO-54
(4)
(4)
N/A
Class PT1-I-54A February 2010
Class PT2-I-IO-55
(4)
(4)
N/A
Class PT1-I-55A March
2010
Class PT2-II-1
(5)
$18,378,616.61
N/A
N/A
N/A
Class PT2-II-2A
(6)
$9,973,456.74 Class PT2-II-IO-2
N/A
N/A
Class PT2-II-2B
(7)
$9,973,456.74
N/A
N/A
N/A
Class PT2-II-3A
(6)
$9,251,783.10 Class PT2-II-IO-3
N/A
N/A
Class PT2-II-3B
(7)
$9,251,783.10
N/A
N/A
N/A
Class PT2-II-4A
(6)
$9,018,618.57 Class PT2-II-IO-4
N/A
N/A
Class PT2-II-4B
(7)
$9,018,618.57
N/A
N/A
N/A
Class PT2-II-5A
(6)
$8,663,089.39 Class PT2-II-IO-5
N/A
N/A
Class PT2-II-5B
(7)
$8,663,089.39
N/A
N/A
N/A
Class PT2-II-6A
(6)
$8,327,501.76 Class PT2-II-IO-6
N/A
N/A
Class PT2-II-6B
(7)
$8,327,501.76
N/A
N/A
N/A
Class PT2-II-7A
(6) $8,050,593.32
Class
PT2-II-IO-7
N/A
N/A
Class PT2-II-7B
(7)
$8,050,593.32
N/A
N/A
N/A
Class PT2-II-8A
(6)
$7,786,358.16 Class PT2-II-IO-8
N/A
N/A
Class PT2-II-8B
(7)
$7,786,358.16
N/A
N/A
N/A
Class PT2-II-9A
(6)
$7,533,768.48 Class PT2-II-IO-9
N/A
N/A
Class PT2-II-9B
(7)
$7,533,768.48
N/A
N/A
N/A
Class PT2-II-10A
(6)
$7,291,839.69 Class PT2-II-IO-10
N/A
N/A
Class PT2-II-10B
(7)
$7,291,839.69
N/A
N/A
N/A
Class PT2-II-11A
(6)
$7,059,630.56 Class PT2-II-IO-11
N/A
N/A
Class PT2-II-11B
(7)
$7,059,630.56
N/A
N/A
N/A
Class PT2-II-12A
(6)
$6,836,247.13 Class PT2-II-IO-12
N/A
N/A
Class PT2-II-12B
(7)
$6,836,247.13
N/A
N/A
N/A
Class PT2-II-13A
(6)
$6,620,843.51 Class PT2-II-IO-13
N/A
N/A
Class PT2-II-13B
(7)
$6,620,843.51
N/A
N/A
N/A
Class PT2-II-14A
(6)
$6,410,602.72 Class PT2-II-IO-14
N/A
N/A
Class PT2-II-14B
(7)
$6,410,602.72
N/A
N/A
N/A
Class PT2-II-15A
(6)
$6,146,333.32 Class PT2-II-IO-15
N/A
N/A
Class PT2-II-15B
(7)
$6,146,333.32
N/A
N/A
N/A
Class PT2-II-16A
(6)
$5,880,978.48 Class PT2-II-IO-16
N/A
N/A
Class PT2-II-16B
(7)
$5,880,978.48
N/A
N/A
N/A
Class PT2-II-17A
(6)
$5,627,142.39 Class PT2-II-IO-17
N/A
N/A
Class PT2-II-17B
(7)
$5,627,142.39
N/A
N/A
N/A
Class PT2-II-18A
(6)
$5,384,322.87 Class PT2-II-IO-18
N/A
N/A
Class PT2-II-18B
(7)
$5,384,322.87
N/A
N/A
N/A
Class PT2-II-19A
(6)
$5,152,039.46 Class PT2-II-IO-19
N/A
N/A
Class PT2-II-19B
(7)
$5,152,039.46
N/A
N/A
N/A
Class PT2-II-20A
(6)
$4,929,832.93 Class PT2-II-IO-20
N/A
N/A
Class PT2-II-20B
(7)
$4,929,832.93
N/A
N/A
N/A
Class PT2-II-21A
(6)
$4,717,263.91 Class PT2-II-IO-21
N/A
N/A
Class PT2-II-21B
(7)
$4,717,263.91
N/A
N/A
N/A
Class PT2-II-22A
(6)
$4,531,943.11 Class PT2-II-IO-22
N/A
N/A
Class PT2-II-22B
(7)
$4,531,943.11
N/A
N/A
N/A
Class PT2-II-23A
(6)
$58,560,920.28 Class PT2-II-IO-23
N/A
N/A
Class PT2-II-23B
(7)
$58,560,920.28
N/A
N/A
N/A
Class PT2-II-24A
(6)
$17,883,876.55 Class PT2-II-IO-24
N/A
N/A
Class PT2-II-24B
(7)
$17,883,876.55
N/A
N/A
N/A
Class PT2-II-25A
(6)
$890,524.95 Class PT2-II-IO-25
N/A
N/A
Class PT2-II-25B
(7)
$890,524.95
N/A
N/A
N/A
Class PT2-II-26A
(6)
$858,005.92 Class PT2-II-IO-26
N/A
N/A
Class PT2-II-26B
(7)
$858,005.92
N/A
N/A
N/A
Class PT2-II-27A
(6)
$826,679.04 Class PT2-II-IO-27
N/A
N/A
Class PT2-II-27B
(7)
$826,679.04
N/A
N/A
N/A
Class PT2-II-28A
(6)
$796,500.40 Class PT2-II-IO-28
N/A
N/A
Class PT2-II-28B
(7)
$796,500.40
N/A
N/A
N/A
Class PT2-II-29A
(6)
$767,456.35 Class PT2-II-IO-29
N/A
N/A
Class PT2-II-29B
(7)
$767,456.35
N/A
N/A
N/A
Class PT2-II-30A
(6)
$739,446.15 Class PT2-II-IO-30
N/A
N/A
Class PT2-II-30B
(7)
$739,446.15
N/A
N/A
N/A
Class PT2-II-31A
(6)
$712,461.94 Class PT2-II-IO-31
N/A
N/A
Class PT2-II-31B
(7)
$712,461.94
N/A
N/A
N/A
Class PT2-II-32A
(6)
$686,465.84 Class PT2-II-IO-32
N/A
N/A
Class PT2-II-32B
(7)
$686,465.84
N/A
N/A
N/A
Class PT2-II-33A
(6)
$661,421.56 Class PT2-II-IO-33
N/A
N/A
Class PT2-II-33B
(7)
$661,421.56
N/A
N/A
N/A
Class PT2-II-34A
(6)
$666,980.61 Class PT2-II-IO-34
N/A
N/A
Class PT2-II-34B
(7)
$666,980.61
N/A
N/A
N/A
Class PT2-II-35A
(6)
$1,990,613.35 Class PT2-II-IO-35
N/A
N/A
Class PT2-II-35B
(7)
$1,990,613.35
N/A
N/A
N/A
Class PT2-II-36A
(6)
$1,484,189.48 Class PT2-II-IO-36
N/A
N/A
Class PT2-II-36B
(7)
$1,484,189.48
N/A
N/A
N/A
Class PT2-II-37A
(6)
$466,048.09 Class PT2-II-IO-37
N/A
N/A
Class PT2-II-37B
(7)
$466,048.09
N/A
N/A
N/A
Class PT2-II-38A
(6)
$449,957.20 Class PT2-II-IO-38
N/A
N/A
Class PT2-II-38B
(7)
$449,957.20
N/A
N/A
N/A
Class PT2-II-39A
(6)
$434,414.98 Class PT2-II-IO-39
N/A
N/A
Class PT2-II-39B
(7)
$434,414.98
N/A
N/A
N/A
Class PT2-II-40A
(6)
$419,403.15 Class PT2-II-IO-40
N/A
N/A
Class PT2-II-40B
(7)
$419,403.15
N/A
N/A
N/A
Class PT2-II-41A
(6)
$404,905.00 Class PT2-II-IO-41
N/A
N/A
Class PT2-II-41B
(7)
$404,905.00
N/A
N/A
N/A
Class PT2-II-42A
(6)
$390,900.56
Class
PT2-II-IO-42
N/A
N/A
Class PT2-II-42B
(7)
$390,900.56
N/A
N/A
N/A
Class PT2-II-43A
(6)
$377,374.60 Class PT2-II-IO-43
N/A
N/A
Class PT2-II-43B
(7)
$377,374.60
N/A
N/A
N/A
Class PT2-II-44A
(6)
$364,311.08 Class PT2-II-IO-44
N/A
N/A
Class PT2-II-44B
(7)
$364,311.08
N/A
N/A
N/A
Class PT2-II-45A
(6)
$351,694.37 Class PT2-II-IO-45
N/A
N/A
Class PT2-II-45B
(7)
$351,694.37
N/A
N/A
N/A
Class PT2-II-46A
(6)
$339,509.35 Class PT2-II-IO-46
N/A
N/A
Class PT2-II-46B
(7)
$339,509.35
N/A
N/A
N/A
Class PT2-II-47A
(6)
$327,741.55 Class PT2-II-IO-47
N/A
N/A
Class PT2-II-47B
(7)
$327,741.55
N/A
N/A
N/A
Class PT2-II-48A
(6)
$316,376.80 Class PT2-II-IO-48
N/A
N/A
Class PT2-II-48B
(7)
$316,376.80
N/A
N/A
N/A
Class PT2-II-49A
(6)
$305,401.50 Class PT2-II-IO-49
N/A
N/A
Class PT2-II-49B
(7)
$305,401.50
N/A
N/A
N/A
Class PT2-II-50A
(6)
$294,802.46 Class PT2-II-IO-50
N/A
N/A
Class PT2-II-50B
(7)
$294,802.46
N/A
N/A
N/A
Class PT2-II-51A
(6)
$284,567.01 Class PT2-II-IO-51
N/A
N/A
Class PT2-II-51B
(7)
$284,567.01
N/A
N/A
N/A
Class PT2-II-52A
(6)
$274,682.81 Class PT2-II-IO-52
N/A
N/A
Class PT2-II-52B
(7)
$274,682.81
N/A
N/A
N/A
Class PT2-II-53A
(6)
$265,137.96 Class PT2-II-IO-53
N/A
N/A
Class PT2-II-53B
(7)
$265,137.96
N/A
N/A
N/A
Class PT2-II-54A
(6)
$255,920.96 Class PT2-II-IO-54
N/A
N/A
Class PT2-II-54B
(7)
$255,920.96
N/A
N/A
N/A
Class PT2-II-55A
(6)
$7,020,839.75 Class PT2-II-IO-55
N/A
N/A
Class PT2-II-55B
(7)
$7,020,839.75
N/A
N/A
N/A
Class PT2-II-IO-2
(4)
(4)
N/A
Class PT1-II-2A October 2005
Class PT2-II-IO-3
(4)
(4)
N/A
Class PT1-II-3A November 2005
Class PT2-II-IO-4
(4)
(4)
N/A
Class PT1-II-4A December 2005
Class PT2-II-IO-5
(4)
(4)
N/A
Class PT1-II-5A January 2006
Class PT2-II-IO-6
(4)
(4)
N/A
Class PT1-II-6A February 2006
Class PT2-II-IO-7
(4)
(4)
N/A
Class PT1-II-7A March
2006
Class PT2-II-IO-8
(4)
(4)
N/A
Class PT1-II-8A April
2006
Class PT2-II-IO-9
(4)
(4)
N/A
Class PT1-II-9A May
2006
Class PT2-II-IO-10
(4)
(4)
N/A
Class PT1-II-10A June 2006
Class PT2-II-IO-11
(4)
(4)
N/A
Class PT1-II-11A July 2006
Class PT2-II-IO-12
(4)
(4)
N/A
Class PT1-II-12A August 2006
Class PT2-II-IO-13
(4)
(4)
N/A
Class PT1-II-13A
September 2006
Class PT2-II-IO-14
(4)
(4)
N/A
Class PT1-II-14A October 2006
Class PT2-II-IO-15
(4)
(4)
N/A
Class PT1-II-15A
November 2006
Class PT2-II-IO-16
(4)
(4)
N/A
Class PT1-II-16A
December 2006
Class PT2-II-IO-17
(4)
(4)
N/A
Class PT1-II-17A January 2007
Class PT2-II-IO-18
(4)
(4)
N/A
Class PT1-II-18A
February 2007
Class PT2-II-IO-19
(4)
(4)
N/A
Class PT1-II-19A March 2007
Class PT2-II-IO-20
(4)
(4)
N/A
Class PT1-II-20A April 2007
Class PT2-II-IO-21
(4)
(4)
N/A
Class PT1-II-21A May
2007
Class PT2-II-IO-22
(4)
(4)
N/A
Class PT1-II-22A June 2007
Class PT2-II-IO-23
(4)
(4)
N/A
Class PT1-II-23A July 2007
Class PT2-II-IO-24
(4)
(4)
N/A
Class PT1-II-24A August 2007
Class PT2-II-IO-25
(4)
(4)
N/A
Class PT1-II-25A
September 2007
Class PT2-II-IO-26
(4)
(4)
N/A
Class PT1-II-26A October 2007
Class PT2-II-IO-27
(4)
(4)
N/A
Class PT1-II-27A
November 2007
Class PT2-II-IO-28
(4)
(4)
N/A
Class PT1-II-28A
December 2007
Class PT2-II-IO-29
(4)
(4)
N/A
Class PT1-II-29A January 2008
Class PT2-II-IO-30
(4)
(4)
N/A
Class PT1-II-30A
February 2008
Class PT2-II-IO-31
(4)
(4)
N/A
Class PT1-II-31A March 2008
Class PT2-II-IO-32
(4)
(4)
N/A
Class PT1-II-32A April 2008
Class PT2-II-IO-33
(4)
(4)
N/A
Class PT1-II-33A May
2008
Class PT2-II-IO-34
(4)
(4)
N/A
Class PT1-II-34A June 2008
Class PT2-II-IO-35
(4)
(4)
N/A
Class PT1-II-35A July 2008
Class PT2-II-IO-36
(4)
(4)
N/A
Class PT1-II-36A August 2008
Class PT2-II-IO-37
(4)
(4)
N/A
Class PT1-II-37A
September 2008
Class PT2-II-IO-38
(4)
(4)
N/A
Class PT1-II-38A October 2008
Class PT2-II-IO-39
(4)
(4)
N/A
Class PT1-II-39A
November 2008
Class PT2-II-IO-40
(4)
(4)
N/A
Class PT1-II-40A
December 2008
Class PT2-II-IO-41
(4)
(4)
N/A
Class PT1-II-41A January 2009
Class PT2-II-IO-42
(4)
(4)
N/A
Class PT1-II-42A
February 2009
Class PT2-II-IO-43
(4)
(4)
N/A
Class PT1-II-43A March 2009
Class PT2-II-IO-44
(4)
(4)
N/A
Class PT1-II-44A April 2009
Class PT2-II-IO-45
(4)
(4)
N/A
Class PT1-II-45A May
2009
Class PT2-II-IO-46
(4)
(4)
N/A
Class PT1-II-46A June 2009
Class PT2-II-IO-47
(4)
(4)
N/A
Class PT1-II-47A July 2009
Class PT2-II-IO-48
(4)
(4)
N/A
Class PT1-II-48A August 2009
Class PT2-II-IO-49
(4)
(4)
N/A
Class PT1-II-49A
September 2009
Class PT2-II-IO-50
(4)
(4)
N/A
Class PT1-II-50A October 2009
Class PT2-II-IO-51
(4)
(4)
N/A
Class PT1-II-51A
November 2009
Class PT2-II-IO-52
(4)
(4)
N/A
Class PT1-II-52A
December 2009
Class PT2-II-IO-53
(4)
(4)
N/A
Class PT1-II-53A January 2010
Class PT2-II-IO-54
(4)
(4)
N/A
Class PT1-II-54A
February 2010
Class PT2-II-IO-55
(4)
(4)
N/A
Class PT1-II-55A March 2010
Class PT2-R
(8)
(8)
N/A
N/A
N/A
</TABLE>
----------
(1) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group I WAC Rate.
(2) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group I and having an "A" in
their
class designation, provided that, on each Distribution Date on
which
interest
is distributable on the Corresponding Pooling-Tier REMIC-2 IO
Interest,
this Pooling-Tier REMIC-2 Regular Interest shall bear interest
at a per
annum rate equal to Swap LIBOR subject to a maximum rate equal
to
the
weighted average of the Pooling-Tier REMIC-1 Interest Rates on
the
Pooling-Tier REMIC-1 Regular Interests relating to Loan Group I and
having
an "A" in
their class designation.
(3) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group I and having a "B" in
their
class designation.
(4) Each Pooling-Tier REMIC-2 IO
is an interest-only interest and does not
have a
principal balance but has a notional balance ("Pooling-Tier
REMIC-2
IO
Notional Balance") equal to the Pooling-Tier REMIC-2 Principal
Amount
of the
Corresponding Pooling-Tier REMIC-1 Regular Interest. From the
Closing
Date through and including the Corresponding Actual Crossover
Distribution Date, each Pooling-Tier REMIC-2 IO Interest shall be
entitled
to receive
interest that accrues on the Corresponding Pooling-Tier REMIC-1
Regular
Interest at a rate equal to the excess, if any, of (i) the
Pooling-Tier REMIC-1 Interest Rate for the Corresponding
Pooling-Tier
REMIC-1
Regular Interest over (ii) Swap LIBOR. After the Corresponding
Actual
Crossover Distribution Date, the Pooling-Tier REMIC-2 IO
Interest
shall not
accrue interest.
(5) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1
Loan Group II WAC Rate.
(6) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to the Group II Mortgage Loans and
having an
"A" in their class designation, provided that, on each
Distribution Date on which interest is distributable on the
Corresponding
Pooling-Tier REMIC-2 IO Interest, this Pooling-Tier REMIC-2
Regular
Interest
shall bear interest at a per annum rate equal to Swap LIBOR
subject to
a maximum rate equal to the weighted average of the
Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier REMIC-1
Regular
Interests
relating to Loan Group II and having an "A" in their class
designation.
(7) For any Distribution Date
(and the related Interest Accrual Period) this
Pooling-Tier
REMIC-2 Regular Interest shall bear interest at a per annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests relating to Loan Group II and having a "B" in
their
class designation.
(8) The Class PT2-R Interest
shall not have a principal balance and shall not
bear
interest.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans from the related Loan
Group for such Distribution Date shall
be distributed to the Pooling-Tier REMIC-2
Regular Interests at the Pooling-Tier
REMIC-2 Interest Rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the
Group I Mortgage Loans shall be
allocated to the then outstanding
Pooling-Tier REMIC-2 Regular Interests (other
than the Pooling-Tier REMIC-2 IO Interests)
relating to the Group I Mortgage
Loans with the lowest numerical
denomination until the Pooling-Tier REMIC-2
Principal Amount of such interest is
reduced to zero, provided that, for
Pooling-Tier REMIC-2 Regular Interests
relating to the Group I Mortgage Loans
with the same numerical denomination, such
Realized Losses, Subsequent
Recoveries and payments of principal shall
be allocated pro rata between such
Pooling-Tier REMIC-2 Regular Interests,
until the Pooling-Tier REMIC-2 Principal
Amount of such interest is reduced to
zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the
Group II Mortgage Loans shall be
allocated to the then outstanding
Pooling-Tier REMIC-2 Regular Interests (other
than the Pooling-Tier REMIC-2 IO Interests)
relating to Loan Group II with the
lowest numerical denomination until the
Pooling-Tier REMIC-2 Principal Amount of
such interest is reduced to zero, provided
that, for Pooling-Tier REMIC-2
Regular Interests relating to the Group II
Mortgage Loans with the same
numerical denomination, such Realized
Losses and payments of principal shall be
allocated pro rata between such
Pooling-Tier REMIC-2 Regular Interests, until
the Pooling-Tier REMIC-2 Principal Amount
of such interest is reduced to zero.
Lower-Tier REMIC
The Lower-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class LT-R
Interest, is hereby designated as a
regular interest in the Lower-Tier REMIC.
The Class LT-R Interest is hereby
designated as the sole class of residual
interest in the Lower-Tier REMIC and
shall be represented by the Class R
Certificates.
<TABLE>
<CAPTION>
Corresponding
Lower-Tier
Upper-Tier REMIC
Lower-Tier REMIC Interest
Rate
Initial Lower-Tier Principal Amount
Regular Interest
------------------------- ----------------
-----------------------------------------
----------------
<S>
<C>
<C>
<C>
Class LT-A-1
(1)
1/2 initial Class Certificate Balance of
A-1
Corresponding Upper-Tier Regular Interest
Class LT-A-2a
(1)
1/2 initial Class Certificate Balance of
A-2a
Corresponding Upper-Tier Regular Interest
Class LT-A-2b
(1)
1/2 initial Class Certificate Balance of
A-2b
Corresponding Upper-Tier Regular Interest
Class LT-A-2c
(1)
1/2 initial Class Certificate Balance of
A-2c
Corresponding Upper-Tier Regular Interest
Class LT-M-1
(1)
1/2 initial Class Certificate Balance of
M-1
Corresponding Upper-Tier Regular Interest
Class LT-M-2
(1)
1/2 initial Class Certificate Balance of
M-2
Corresponding Upper-Tier Regular Interest
Class LT-M-3
(1)
1/2 initial Class Certificate Balance of
M-3
Corresponding Upper-Tier Regular Interest
Class LT-M-4
(1)
1/2 initial Class Certificate Balance of
M-4
Corresponding Upper-Tier Regular Interest
Class LT-M-5
(1)
1/2 initial Class Certificate Balance of
M-5
Corresponding Upper-Tier Regular Interest
Class LT-M-6
(1)
1/2 initial Class Certificate Balance of
M-6
Corresponding Upper-Tier Regular Interest
Class LT-B-1
(1)
1/2 initial Class Certificate Balance of
B-1
Corresponding Upper-Tier Regular Interest
Class LT-B-2
(1)
1/2 initial Class Certificate Balance of
B-2
Corresponding Upper-Tier Regular Interest
Class LT-B-3
(1)
1/2 initial Class Certificate Balance of
B-3
Corresponding Upper-Tier Regular Interest
Class LT-Accrual
(1)
1/2 Pool Stated Principal Balance plus 1/2
N/A
Subordinated Amount, less the aggregate
initial Lower-Tier Principal Amount of
Class LT-Group I and Class LT Group II
Class LT-Group I
(2)
0.001% aggregate Stated Principal Balance
N/A
of Group I Mortgage Loans(4)
Class LT-Group II
(3)
0.001% aggregate Stated Principal Balance
N/A
of Group II Mortgage Loans(4)
Class LT-IO
(5)
(5)
N/A
Class LT-R
(6)
(6)
N/A
</TABLE>
----------
(1) The interest rate with
respect to any Distribution Date for these
interests
is a per annum variable rate equal to the weighted average of
the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling-Tier REMIC-2 IO Interests).
(2) The interest rate with
respect to any Distribution Date for the Class
LT-Group I
Interest is a per annum variable rate (expressed as a
percentage
rounded to eight decimal places) equal to the weighted average
of the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling Tier REMIC-2 IO Interests)
relating
to the Group I Mortgage Loans.
(3) The interest rate with
respect to any Distribution Date for the Class
LT-Group
II Interest is a per annum variable rate (expressed as a
percentage
rounded to eight decimal places) equal to the weighted average
of the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling Tier REMIC-2 IO Interests)
relating
to the Group II Mortgage Loans.
(4) For all Distribution Dates,
the Lower-Tier Principal Amount of these
Lower-Tier
Regular Interests shall be rounded to eight decimal places.
(5) This Lower-Tier Regular
Interest is an interest-only interest and does not
have a
Lower-Tier Principal Amount. On each Distribution Date, this
Lower-Tier
Regular Interest shall be entitled to receive all interest
distributable on the Pooling-Tier REMIC-2 IO Interests.
(6) The Class LT-R Interest is
the sole class of residual interest in the
Lower-Tier
REMIC and it does not have a principal amount or an interest
rate.
Each Lower-Tier Regular Interest is hereby designated as a
regular
interest in the Lower-Tier REMIC. The Class
LT-A-1, Class LT-A-2a, Class
LT-A-2b, Class LT-A-2c, Class LT-M-1, Class
LT-M-2, Class LT-M-3, Class LT-M-4,
Class LT-M-5, Class LT-M-6, Class LT-B-1,
Class LT-B-2 and Class LT-B-3
Interests are hereby designated the
LT-Accretion Directed Classes (the
"LT-Accretion Directed Classes").
On each Distribution Date, 50% of the increase in the
Subordinated
Amount shall be payable as a reduction of
the Lower-Tier Principal Amount of the
LT-Accretion Directed Classes (each such
Class will be reduced by an amount
equal to 50% of any increase in the
Subordinated Amount that is attributable to
a reduction in the Class Certificate
Balance of its Corresponding Class) and
shall be accrued and added to the
Lower-Tier Principal Amount of the Class
LT-Accrual Interest. On each Distribution
Date, the increase in the Lower-Tier
Principal Amount of the Class LT-Accrual
Interest shall not exceed interest
accruals for such Distribution Date for the
Class LT-Accrual Interest. In the
event that: (i) 50% of the increase in the
Subordinated Amount exceeds (ii)
interest accruals on the Class LT-Accrual
Interest for such Distribution Date,
the excess for such Distribution Date
(accumulated with all such excesses for
all prior Distribution Dates) will be added
to any increase in the Subordinated
Amount for purposes of determining the
amount of interest accrual on the Class
LT-Accrual Interest payable as principal on
the LT-Accretion Directed Classes on
the next Distribution Date pursuant to the
first sentence of this paragraph. All
payments of scheduled principal and
prepayments of principal generated by the
Mortgage Loans and all Subsequent
Recoveries allocable to principal shall be
allocated (i) 50% to the Class LT-Accrual
Interest, the Class LT-Group I
Interest and Class LT-Group II Interest
(and further allocated among these
Lower-Tier Regular Interests in the manner
described below) and (ii) 50% to the
LT-Accretion Directed Classes (such
principal payments and Subsequent Recoveries
shall be allocated among such LT-Accretion
Directed Classes in an amount equal
to 50% of the principal amounts and
Subsequent Recoveries allocated to their
respective Corresponding Classes), until
paid in full. Notwithstanding the
above, principal payments allocated to the
Class X Interest that result in the
reduction in the Subordinated Amount shall
be allocated to the Class LT-Accrual
Interest (until paid in full). Realized
Losses shall be applied so that after
all distributions have been made on each
Distribution Date (i) the Lower-Tier
Principal Amount of each of the
LT-Accretion Directed Classes is equal to 50% of
the Class Certificate Balance of their
Corresponding Class, and (ii) the Class
LT-Accrual Interest, the Class LT-Group I
Interest and the Class LT-Group II
Interest (and further allocated among these
Lower-Tier Regular Interests in the
manner described below) is equal to 50% of
the aggregate Stated Principal
Balance of the Mortgage Loans plus 50% of
the Subordinated Amount. Any increase
in the Class Certificate Balance of a Class
of Offered Certificates as a result
of a Subsequent Recovery shall increase the
Lower-Tier Principal Amount of the
Corresponding Lower-Tier Regular Interest
by 50% of such increase, and the
remaining 50% of such increase shall
increase the Class LT-Accrual Interest, the
Class LT-Group I Interest and the Class
LT-Group II Interest (such increase
shall be further allocated among such
Lower-Tier Regular Interests in the manner
described below). As among the Class
LT-Accrual Interest, the Class LT-Group I
Interest and the Class LT-Group II
Interest, all payments of scheduled principal
and prepayments of principal generated by
the Mortgage Loans, all Subsequent
Recoveries and all Realized Losses,
allocable to such Lower-Tier Regular
Interests and all increases in the
Lower-Tier Principal Amount of such
Lower-Tier Regular Interests as a result of
Subsequent Recoveries shall be
allocated (i) to the Class LT-Group I
Interest and the Class LT-Group II
Interest, each from the related Loan Group
so that their respective Lower-Tier
Principal Amounts (computed to at least
eight decimal places) are equal to
0.001% of the aggregate Stated Principal
Balance of the Mortgage Loans in the
related Loan Group and (ii) the remainder
to the Class LT-Accrual Interest.
Upper-Tier REMIC
The Upper-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class UT-R
Interest, is hereby designated as a
regular interest in the Upper-Tier REMIC.
The Class UT-R Interest is hereby
designated as the sole class of residual
interests in the Upper-Tier REMIC and
shall be represented by the Class R
Certificates.
Corresponding
Upper-Tier REMIC Upper-Tier
Initial Principal Class
of
Interest
Interest Rate Upper-Tier Amount
Certificates
---------------- ------------- -----------------
-------------
Class A-1
(1)
$316,854,000 Class A-1
Class A-2a
(2)
$248,400,000 Class A-2a
Class A-2b
(2)
$86,500,000 Class A-2b
Class A-2c
(2)
$69,165,000 Class A-2c
Class M-1
(3)
$31,424,000 Class M-1
Class M-2
(3)
$29,146,000 Class M-2
Class M-3
(3)
$17,762,000 Class M-3
Class M-4
(3)
$15,939,000 Class M-4
Class M-5
(3)
$14,573,000 Class M-5
Class M-6
(3)
$14,118,000 Class M-6
Class B-1
(3)
$11,841,000 Class B-1
Class B-2
(3)
$12,296,000 Class B-2
Class B-3
(3)
$10,019,000 Class B-3
Class IO
(4)
(2)
N/A
Class X
(5)
(3)
Class X
Class UT-R
(6)
(4)
Class R
----------
(1) For any Distribution Date
(and the related Interest Accrual Period) this
interest
shall bear interest at the least of (i) the Pass-Through Rate
(determined without regard to the Loan Group I Cap or WAC Cap) for
the
Corresponding Class of Certificates, (ii) the Lower-Tier Interest
Rate for
the Class
LT-Group I Interest (the "Upper-Tier REMIC Loan Group I Rate")
and (ii)
the Upper-Tier REMIC WAC Rate.
(2) For any Distribution Date
(and the related Interest Accrual Period) this
interest
shall bear interest at the least of (i) the Pass-Through Rate
(determined without regard to the Loan Group II Cap or WAC Cap) for
the
Corresponding Class of Certificates, (ii) the Lower-Tier Interest
Rate for
the Class
LT-Group II Interest (the "Upper-Tier REMIC Loan Group II
Rate")
and (ii)
the Upper-Tier REMIC WAC Rate.
(3) For any Distribution Date
(and the related Interest Accrual Period) this
interest
shall bear interest at the lesser of (i) the Pass-Through Rate
(determined without regard to the WAC Cap) for the Corresponding
Class of
Certificates and (ii) the Upper-Tier REMIC WAC Rate.
(4) This interest is an
interest-only interest and does not have a principal
balance.
On each Distribution Date, the Class IO Interest shall be
entitled
to receive all interest distributable on the Class LT-IO
Interest.
This interest shall be beneficially owned by the holders of the
Class X
Certificates and shall be held as an asset of the Swap Account.
(5) The Class X Interest has an
initial principal balance of $32,790,501 but
will not
accrue interest on such balance but will accrue interest on a
notional
principal balance. As of any Distribution Date, the Class X
Interest
shall have a notional principal balance equal to the aggregate
of
the
Lower-Tier Principal Amounts of the Lower-Tier Regular
Interests
(other
than the Class LT-IO Interest) as of the first day of the
related
Interest
Accrual Period. With respect to any Interest Accrual Period,
the
Class X
Interest shall bear interest at a rate equal to the excess, if
any, of
the Upper-Tier REMIC WAC Rate over the product of (i) 2 and
(ii)
the
weighted average of the Lower-Tier Interest Rates of the
Lower-Tier
REMIC
Interests (other than the Class LT-IO Interest), where the
Lower-Tier
Interest Rate on each of the Class LT-Accrual Interest, Class
LT-Group I
Interest and Class LT-Group II Interest is subject to a cap
equal to
zero and each LT-Accretion Directed Class is subject to a cap
equal to
the Upper-Tier Interest Rate on its Corresponding Class of
Upper-Tier
Regular Interest. With respect to any Distribution Date,
interest
that so accrues on the notional principal balance of the Class
X
Interest
shall be deferred in an amount equal to any increase in the
Subordinated Amount on such Distribution Date. Such deferred
interest
shall not
itself bear interest.
(6) The Class UT-R Interest does
not have an interest rate or a principal
balance.
On each Distribution Date, interest distributable in respect of
the
Lower-Tier Interests for such Distribution
Date shall be deemed to be
distributed on the interests in the
Upper-Tier REMIC at the rates shown above,
provided that the Class IO Interest shall
be entitled to receive interest before
any other interest in the Upper-Tier
REMIC.
On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal
shall be allocated to the Upper-Tier
Interests until the outstanding principal
balance of each such interest equals
the outstanding Class Certificate Balance
of the Corresponding Class of
Certificates as of such Distribution
Date.
The Certificates
Class
Class Certificate
Class Designation Pass-Through Rate
Balance
----------------- -----------------
-----------------
Class A-1
(1) $
316,854,000
Class A-2a
(2) $
248,400,000
Class A-2b
(3) $
86,500,000
Class A-2c
(4) $
69,165,000
Class M-1
(5) $
31,424,000
Class M-2
(5) $
29,146,000
Class M-3
(5) $
17,762,000
Class M-4
(5) $
15,939,000
Class M-5
(5) $
14,573,000
Class M-6
(5) $
14,118,000
Class B-1
(5) $
11,841,000
Class B-2
(5) $
12,296,000
Class B-3
(5) $
10,019,000
Class X
(6) $
0(6)
Class R
(7) $
0(7)
----------
(1) The Class A-1 Interest will
bear interest during each Interest Accrual
Period at
a per annum rate equal to (a) on or prior to the Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through
Margin,
(ii) the Loan Group I Cap and (iii) the WAC Cap or (b) after
the
Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through Margin, (ii) the Loan Group I Cap and (iii) the WAC
Cap.
(2) The Class A-2a Interest will
bear interest during each Interest Accrual
Period at
a per annum rate equal to (a) on or prior to the Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through
Margin,
(ii) the Loan Group II Cap and (iii) the WAC Cap or (b) after
the
Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through Margin, (ii) the Loan Group II Cap and (iii) the WAC
Cap.
(3) The Class A-2b Interest will
bear interest during each Interest Accrual
Period at
a per annum rate equal to (a) on or prior to the Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through
Margin,
(ii) the Loan Group II Cap and (iii) the WAC Cap or (b) after
the
Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through Margin, (ii) the Loan Group II Cap and (iii) the WAC
Cap.
(4) The Class A-2c Interest will
bear interest during each Interest Accrual
Period at
a per annum rate equal to (a) on or prior to the Optional
Termination Date, the least of (i)
LIBOR plus the applicable Pass-Through
Margin,
(ii) the Loan Group II Cap and (iii) the WAC Cap or (b) after
the
Optional
Termination Date, the least of (i) LIBOR plus the applicable
Pass-Through Margin, (ii) the Loan Group II Cap and (iii) the WAC
Cap.
(5) The Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6,
Class B-1,
Class B-2 and Class B-3 Interests will bear interest during
each
Interest Accrual Period at a per annum rate equal to (a) on or
prior
to the
Optional Termination Date, the lesser of (i) LIBOR plus the
applicable
Pass-Through Margin, and (ii) the WAC Cap or (b) after the
Optional
Termination Date, the lesser of (i) LIBOR plus the applicable
Pass-Through Margin, and (ii) the WAC Cap.
(6) The Class X Certificates
will represent beneficial ownership of the Class
X
Interest, the Class IO Interest, the Interest Rate Swap Agreement,
the
right to
Class IO Shortfalls and amounts in the Excess Reserve Fund
Account
and the Swap Account, subject to the obligation to make
payments
from the
Excess Reserve Fund Account in respect of Basis Risk
CarryForward
Amounts
and amounts in the Swap Account subject to the obligation to
make
Net Swap
Payments and Basis Risk CarryForward Amounts. For federal
income
tax
purposes, the Trustee will treat a Class X Certificateholder's
obligation
to make payments from the Excess Reserve Fund Account or the
Swap
Account as payments made pursuant to an interest rate cap
contract
written by
the Class X Certificateholders in favor of each Class of
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.
(7) The Class UT-R Interest does
not have an interest rate or a principal
balance.
(8) Each of these Certificates
will represent not only the ownership of the
Corresponding Class of Upper-Tier Regular Interest but also the
right to
receive
payments from the Excess Reserve Fund Account and the Swap
Account
in respect
of any Basis Risk CarryForward Amounts. Each of these
Certificates will also be subject to the obligation to pay Class
IO
Shortfalls
as described in Section 8.13. For federal income tax purposes,
any amount
distributed on the Offered Certificates on any such
Distribution Date in excess of the amount distributable on
their
Corresponding Class of Upper-Tier Regular Interest on such
Distribution
Date shall
be treated as having been paid from the Excess Reserve Fund
Account or
the Swap Account, as applicable, and any amount distributable
on such
Corresponding Class of Upper-Tier Regular Interest on such
Distribution Date in excess of the amount distributable on the
Offered
Certificates on such Distribution Date shall be treated as having
been
paid to
the Swap Account, all pursuant to, and as further provided in,
Section
8.13. For federal income tax purposes, the Trustee will treat a
Certificateholder's right to receive payments from the Excess
Reserve Fund
Account or
the Swap Account as payments made pursuant to an interest rate
cap
contract written by the Class X Certificateholders.
The minimum denomination for each Class of Certificates, other
than
the Class P, Class R and the Class X
Certificates, will be $25,000 with integral
multiples of $1 in excess thereof. The
minimum denomination for the Class P and
the Class X Certificates will each be a 1%
Percentage Interest in such Class.
The Class R Certificate will represent a
100% Percentage Interest in such Class.
It is expected that each Class of Certificates will receive its
final distribution of principal and
interest on or prior to the Final Scheduled
Distribution Date.
Set forth below are designations of Classes of Certificates to
the
categories used herein:
Book-Entry Certificates....... All
Classes of Certificates other than the
Physical Certificates.
Class A Certificates..........
Class A-1, Class A-2a, Class A-2b and Class
A-2c Certificates.
Delay Certificates............
None.
ERISA-Restricted Certificates.
Class R Certificates, Class P Certificates
and Class X Certificates; any certificate
with a rating below the lowest applicable
permitted rating under the Underwriters'
Exemption.
LIBOR Certificates............
Class A and Subordinated Certificates.
Non-Delay Certificates........
Class A, Class X and Subordinated
Certificates.
Offered Certificates..........
LIBOR Certificates.
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.
Accredited: Accredited Home Lenders, Inc., a California
corporation,
and its successors in interest.
Accredited Mortgage Loans: The Mortgage Loans purchased by the
Purchaser pursuant to the Accredited
Purchase Agreement for which Accredited is
identified as Responsible Party in the
Mortgage Loan Schedule.
Accredited Purchase Agreement: The Third Amended and Restated
Mortgage Loan Purchase and Warranties
Agreement, dated as of February 1, 2004,
as amended by Amendment No. 1, dated as of
August 2, 2004, Amendment No. 2,
dated as of July 2, 2004, Amendment No. 3,
dated as of February 15, 2005, and
Amendment No. 4, dated as of April 15,
2005, each by and between Accredited and
the Purchaser, a copy of which (including
all such amendments) is attached
hereto as Exhibit P.
Accrued Certificate Interest Distribution Amount: With respect
to
any Distribution Date for each Class of
LIBOR Certificates, the amount of
interest accrued during the related
Interest Accrual Period at the applicable
Pass-Through Rate on the related Class
Certificate Balance immediately prior to
such Distribution Date, as reduced by such
Class's share of Net Prepayment
Interest Shortfalls and Relief Act Interest
Shortfalls for such Distribution
Date allocated to such Class pursuant to
Section 4.02.
Adjustable Rate Mortgage Loan: An adjustable rate Mortgage
Loan.
Adjusted Net Mortgage Rate: As to each Mortgage Loan and at any
time, the per annum rate equal to the
Mortgage Rate less the Expense Fee Rate.
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first
Due Date on which the related Mortgage Rate
adjusts as set forth in the related
Mortgage Note and each Due Date thereafter
on which the Mortgage Rate adjusts as
set forth in the related Mortgage Note.
Advance: Any P&I Advance or Servicing Advance.
Advance Facility: A financing or other facility as described in
Section 10.07.
Advancing Person: The Person to whom any Servicer's rights
under
this Agreement to be reimbursed for any
P&I Advances or Servicing Advances have
been assigned pursuant to Section
10.07.
Affiliate: With respect to any Person, any other Person
controlling,
controlled by or under common control with
such first Person. For the purposes
of this definition, "control" means the
power to direct the management and
policies of such Person, directly or
indirectly, whether through the ownership
of voting securities, by contract or
otherwise; and the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments
or supplements hereto.
Amount Held for Future Distribution: As to the Certificates on
any
Distribution Date, the aggregate amount
held in each Collection Account at the
close of business on the related
Determination Date on account of (i) Principal
Prepayments, Insurance Proceeds,
Condemnation Proceeds and Liquidation Proceeds
on the Mortgage Loans received after the
end of the related Prepayment Period
and (ii) all Scheduled Payments on the
Mortgage Loans due after the end of the
related Due Period.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate
Class Certificate Balance of the
LIBOR Certificates after distributions of
principal on such Distribution Date
exceeds the aggregate Stated Principal
Balance of the Mortgage Loans for such
Distribution Date.
Appraised Value: The value set forth in an appraisal made in
connection with the origination of the
related Mortgage Loan as the value of the
Mortgaged Property.
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument in
recordable form (other than the assignee's
name and recording information not yet
returned from the recording office),
reflecting the sale of the Mortgage to the
Trustee.
Available Funds: With respect to any Distribution Date and the
Mortgage Loans to the extent received by
the Trustee (x) the sum of (i) all
scheduled installments of interest (net of
the related Expense Fees) and
principal due on the Due Date on such
Mortgage Loans in the related Due Period
and received by the Servicers on or prior
to the related Determination Date,
together with any P&I Advances in
respect thereof; (ii) all Condemnation
Proceeds, Insurance Proceeds and
Liquidation Proceeds received by the Servicers
during the related Prepayment Period (in
each case, net of unreimbursed expenses
incurred in connection with a liquidation
or foreclosure and unreimbursed
Advances, if any); (iii) all partial or
full prepayments on the Mortgage Loans
received by the Servicers during the
related Prepayment Period together with all
Compensating Interest, if applicable,
thereon (excluding any Prepayment
Charges); (iv) all Substitution Adjustment
Amounts with respect to the
substitutions of Mortgage Loans that occur
with respect to such Distribution
Date; (v) amounts received with respect to
such Distribution Date as the
Repurchase Price in respect of a Mortgage
Loan repurchased with respect to such
Distribution Date; (vi) the proceeds
received with respect to the termination of
the Trust Fund pursuant to clause (a) of
Section 9.01; and (vii) the Closing
Date Deposit Amount; reduced by (y) amounts
in reimbursement for Advances
previously made with respect to the
Mortgage Loans and other amounts as to which
the Servicers, the Depositor, the Trustee
or the Custodians are entitled to be
paid or reimbursed pursuant to this
Agreement.
Balloon Loan: Any Mortgage Loan that requires only payments of
interest until the stated maturity date of
the Mortgage Loan or Scheduled
Payments of principal which (not including
the payment due on its stated
maturity date) are based on an amortization
schedule that would be insufficient
to fully amortize the principal thereof by
the stated maturity date of the
Mortgage Loan.
Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
Principal Remittance Amount for such
Distribution Date over (ii) the Excess
Subordinated Amount, if any, for such
Distribution Date.
Basis Risk CarryForward Amount: With respect to each Class of
Certificates, as of any Distribution Date,
the sum of (A) if on such
Distribution Date the Pass-Through Rate for
any Class of LIBOR Certificates is
based upon a Loan Group Cap or the WAC Cap,
the excess of (i) the amount of
interest such Class of Certificates would
otherwise be entitled to receive on
such Distribution Date had such
Pass-Through Rate not been subject to any Loan
Group Cap or WAC Cap (that is, had such
rate been calculated as the sum of LIBOR
and the applicable Pass-Through Margin on
such Class of Certificates for such
Distribution Date and the resulting amount
being reduced by allocated Net
Prepayment Interest Shortfalls and Relief
Act Interest Shortfalls) over (ii) the
amount of interest received on such
Distribution Date such Class of Certificates
at, with respect to each Class of Group I
Class A Certificates, the lesser of
the Loan Group I Cap or the WAC Cap, with
respect to each Class of Group II
Class A Certificates, the lesser of the
Loan Group II Cap or the WAC Cap, and
with respect to each other Class of LIBOR
Certificates, the WAC Cap, as
applicable, for such Distribution Date and
(B) the Basis Risk CarryForward
Amount for such Class of Certificates for
all previous Distribution Dates not
previously paid, together with interest
thereon at a rate equal to the sum of
LIBOR and the applicable Pass-Through
Margin for such Class of Certificates for
such Distribution Date.
Basis Risk Payment: For any Distribution Date, an amount equal
to
the lesser of (i) the aggregate of the
Basis Risk CarryForward Amounts for such
Distribution Date and (ii) the Class X
Distributable Amount (prior to any
reduction for Basis Risk Payments from the
Excess Reserve Fund Account or any
Swap Termination Payment).
Best's: Best's Key Rating Guide, as the same shall be amended
from
time to time.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii)
a
day on which banking and savings and loan
institutions, in (a) the States of New
York, California, Texas, Maryland,
Minnesota, New Jersey or Delaware or the
Commonwealth of Pennsylvania, (b) a State
in which any Servicer's servicing
operations are located, or (c) the State in
which the Trustee's operations are
located, are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Certificates executed by the Trustee
in
substantially the forms attached hereto as
exhibits.
Certificate Balance: With respect to any Class of Certificates,
other than the Class X, Class P or Class R
Certificates, at any date, the
maximum dollar amount of principal to which
the Holder thereof is then entitled
hereunder, such amount being equal to the
Denomination thereof minus all
distributions of principal previously made
with respect thereto and in the case
of any Certificates, reduced by any Applied
Realized Loss Amounts allocated to
such Class of Certificates pursuant to
Section 4.05; provided, however, that
immediately following the Distribution Date
on which a Subsequent Recovery is
distributed, the Class Certificate Balances
of any Class or Classes of
Certificates that have been previously
reduced by Applied Realized Loss Amounts
will be increased, in order of seniority,
by the amount of the Subsequent
Recovery distributed on such Distribution
Date (up to the amount of the Unpaid
Realized Loss Amount for such Class or
Classes for such Distribution Date). The
Class X, Class P and Class R Certificates
have no Certificate Balance.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such
Book-Entry Certificate.
Certificate Register: The register maintained pursuant to
Section
5.02.
Certificateholder or Holder: The person in whose name a
Certificate
is registered in the Certificate Register,
except that, solely for the purpose
of giving any consent pursuant to this
Agreement, any Certificate registered in
the name of the Depositor or any affiliate
of the Depositor shall be deemed not
to be Outstanding and the Percentage
Interest evidenced thereby shall not be
taken into account in determining whether
the requisite amount of Percentage
Interests necessary to effect such consent
has been obtained; provided, however,
that if any such Person (including the
Depositor) owns 100% of the Percentage
Interests evidenced by a Class of
Certificates, such Certificates shall be
deemed to be Outstanding for purposes of
any provision hereof that requires the
consent of the Holders of Certificates of a
particular Class as a condition to
the taking of any action hereunder. The
Trustee is entitled to rely conclusively
on a certification of the Depositor or any
affiliate of the Depositor in
determining which Certificates are
registered in the name of an affiliate of the
Depositor.
Certification: As defined in Section 8.12.
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A Certificate Group: The Group I Class A Certificates or
the
Group II Class A Certificates, as
applicable.
Class A Certificates: The Group I Class A Certificates and the
Group
II Class A Certificates.
Class A Principal Allocation Percentage: With respect to any
Distribution Date, the percentage
equivalent of a fraction, determined as
follows: (A) with respect to the Group I
Class A Certificates, a fraction, the
numerator of which is (x) the portion of
the Principal Remittance Amount for
such Distribution Date that is attributable
to the principal received or
advanced on the Group I Mortgage Loans and
the denominator of which is (y) the
Principal Remittance Amount for such
Distribution Date and (B) with respect to
the Group II Class A Certificates, a
fraction, the numerator of which is (x) the
portion of the Principal Remittance Amount
for such Distribution Date that is
attributable to the principal received or
advanced on the Group II Mortgage
Loans and the denominator of which is (y)
the Principal Remittance Amount for
such Distribution Date.
Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
aggregate Class Certificate Balances of
the Class A Certificates immediately prior
to such Distribution Date over (ii)
the lesser of (A) 58.30% 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 $4,554,138.
Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1".
Class A-2a Certificates: All Certificates bearing the class
designation of "Class A-2a".
Class A-2b Certificates: All Certificates bearing the class
designation of "Class A-2b".
Class A-2c Certificates: All Certificates bearing the class
designation of "Class A-2c".
Class B Certificates: The Class B-1, Class B-2 and Class B-3
Certificates.
Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1".
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount for such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account the
distribution of the Class M-3 Principal
Distribution Amount for such
Distribution Date), (E) the Class
Certificate Balance of the Class M-4
Certificates (after taking into account the
distribution of the Class M-4
Principal Distribution Amount for such
Distribution Date), (F) the Class
Certificate Balance of the Class M-5
Certificates (after taking into account the
distribution of the Class M-5 Principal
Distribution Amount for such
Distribution Date), (G) the Class
Certificate Balance of the Class M-6
Certificates (after taking into account the
distribution of the Class M-6
Principal Distribution Amount for such
Distribution Date) and (H) the Class
Certificate Balance of the Class B-1
Certificates immediately prior to such
Distribution Date over (ii) the lesser of
(A) 87.90% 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
$4,554,138.
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) 90.60% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the excess,
if any, of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date over
$4,554,138.
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) 92.80% 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
$4,554,138.
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) 65.20%
of the aggregate Stated Principal Balance
of the Mortgage Loans for such
Distribution Date and (B) the excess, if
any, of the aggregate Stated Principal
Balance of the Mortgage Loans for such
Distribution Date over $4,554,138.
Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2".
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount for such Distribution Date) and (C)
the Class Certificate Balance of the
Class M-2 Certificates immediately prior to
such Distribution Date over (ii) the
lesser of (A) 71.60% of the aggregate
Stated Principal Balance of the Mortgage
Loans for such Distribution Date and (B)
the excess, if any, of the aggregate
Stated Principal Balance of the Mortgage
Loans for such Distribution Date over
$4,554,138.
Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-3".
Class M-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount for such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount for such
Distribution Date) and (D) the Class
Certificate Balance of the Class M-3
Certificates immediately prior to such
Distribution Date over (ii) the lesser of
(A) 75.50% 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
$4,554,138.
Class M-4 Certificates: All Certificates bearing the class
designation of "Class M-4".
Class M-4 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount for such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account the
distribution of the Class M-3 Principal
Distribution Amount for such
Distribution Date), and (E) the Class
Certificate Balance of the Class M-4
Certificates immediately prior to such
Distribution Date over (ii) the lesser of
(A) 79.00% 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
$4,554,138.
Class M-5 Certificates: All Certificates bearing the class
designation of "Class M-5".
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount for such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account the
distribution of the Class M-3 Principal
Distribution Amount for such
Distribution Date), (E) the Class
Certificate Balance of the Class M-4
Certificates (after taking into account the
distribution of the Class M-4
Principal Distribution Amount for such
Distribution Date) and (F) the Class
Certificate Balance of the Class M-5
Certificates immediately prior to such
Distribution Date over (ii) the lesser of
(A) 82.20% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the
excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans
for such Distribution Date over
$4,554,138.
Class M-6 Certificates: All Certificates bearing the class
designation of "Class M-6".
Class M-6 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after
taking into account the distribution of the
Class M-1 Principal Distribution
Amount for such Distribution Date), (C) the
Class Certificate Balance of the
Class M-2 Certificates (after taking into
account the distribution of the Class
M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account the
distribution of the Class M-3 Principal
Distribution Amount for such
Distribution Date), (E) the Class
Certificate Balance of the Class M-4
Certificates (after taking into account the
distribution of the Class M-4
Principal Distribution Amount for such
Distribution Date), (F) the Class
Certificate Balance of the Class M-5
Certificates (after taking into account the
distribution of the Class M-5 Principal
Distribution Amount for such
Distribution Date) and (G) the Class
Certificate Balance of the Class M-6
Certificates immediately prior to such
Distribution Date over (ii) the lesser of
(A) 85.30% 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
$4,554,138.
Class P Certificates: All Certificates bearing the class
designation
of "Class P".
Class PT1-R Interest: The residual interest in Pooling-Tier
REMIC-1
as described in the Preliminary Statement
and the related footnote thereto.
Class PT2-R Interest: The residual interest in Pooling-Tier
REMIC-2
as described in the Preliminary Statement
and the related footnote thereto.
Class R Certificates: All Certificates bearing the class
designation
of "Class R".
Class UT-R Interest: The residual interest in the Upper-Tier
REMIC
as described in the Preliminary Statement
and the related footnote thereto.
Class X Certificates: All Certificates bearing the class
designation
of "Class X".
Class X Distributable Amount: On any Distribution Date, the sum
of
(i) as a distribution in respect of
interest, the amount of interest that has
accrued on the Class X Interest and not
applied as an Extra Principal
Distribution Amount on such Distribution
Date, plus any such accrued interest
remaining undistributed from prior
Distribution Dates, plus, without
duplication, (ii) as a distribution in
respect of principal, any portion of the
principal balance of the Class X Interest
which is distributable as a
Subordination Reduction Amount, minus (iii)
any amounts paid from the Excess
Reserve Fund Account to pay any Basis Risk
CarryForward Amount or any Swap
Termination Payment.
Class X Interest: The Upper-Tier Regular Interest represented by
the
Class X Certificates as specified and
described in the Preliminary Statement and
the related footnote thereto.
Closing Date: August 26, 2005.
Closing Date Deposit Amount: $32.21 (all of which is allocable
to
principal) deposited by the Depositor into
the Distribution Account on the
Closing Date. $16.76 of the Closing Date
Deposit Amount shall be attributable to
the Group I Mortgage Loans and $15.45 of
the Closing Date Deposit Amount shall
be attributable to the Group II Mortgage
Loans.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collection Account: As defined in Section 3.10(a).
Combined Loan to Value Ratio or CLTV: As of any date and as to
any
Second Lien Mortgage Loan, the ratio,
expressed as a percentage, of the (a) sum
of (i) the outstanding principal balance of
the Second Lien Mortgage Loan and
(ii) the outstanding principal balance as
of such date of any mortgage loan or
mortgage loans that are senior or equal in
priority to the Second Lien Mortgage
Loan and which are secured by the same
Mortgaged Property to (b) the Appraised
Value as determined pursuant to the
Underwriting Guidelines of the related
Mortgaged Property as of the origination of
the Second Lien Mortgage Loan.
Compensating Interest: For any Distribution Date, the lesser of
(a)
the Prepayment Interest Shortfall, if any,
for such Distribution Date, with
respect to all voluntary Principal
Prepayments in Full (excluding any payments
made upon liquidation of any Mortgage Loan)
(or, in the case of HomEq, the
amount by which such Prepayment Interest
Shortfall exceeds all Prepayment
Interest Excesses for such Distribution
Date) on Mortgage Loans serviced by the
applicable Servicer and (b) the amount of
the aggregate Servicing Fee payable to
the applicable Servicer for such
Distribution Date.
Condemnation Proceeds: All awards or settlements in respect of
a
Mortgaged Property, whether permanent or
temporary, partial or entire, by
exercise of the power of eminent domain or
condemnation.
Convertible Mortgage Loan: Any individual Adjustable Rate
Mortgage
Loan which contains a provision whereby the
Mortgagor is permitted to convert
the Adjustable Rate Mortgage Loan to a
Fixed Rate Mortgage Loan in accordance
with the terms of the related Mortgage
Note.
Corporate Trust Office: The designated office of the Trustee in
the
State of Maryland at which at any
particular time its corporate trust business
with respect to this Agreement is
administered, which office at the date of the
execution of this Agreement is located (i)
for purposes of Certificate
transfers, at Wells Fargo Center, Sixth
Street and Marquette Avenue,
Minneapolis, Minnesota 55479 and (ii) for
all other purposes, at 9062 Old
Annapolis Road, Columbia, Maryland 21045,
Attention: Client Manager--MSAC
2005-HE4, facsimile no. (410) 715- 2380,
and which is the address to which
notices to and correspondence with the
Trustee should be directed.
Corresponding Actual Crossover Distribution Date: For each
Pooling-Tier REMIC-2 IO Interest, the
related Corresponding Scheduled Crossover
Distribution Date, unless on such date two
times the aggregate Pooling-Tier
REMIC-2 IO Notional Balance of each other
Pooling-Tier REMIC-2 IO Interest then
outstanding is less than the scheduled swap
notional amount (taking into account
the use of the multiplier) of the Interest
Rate Swap Agreement applicable for
such Distribution Date, in which case the
Corresponding Actual Crossover
Distribution Date for such Pooling-Tier
REMIC-2 IO Interest shall be the first
Distribution Date thereafter on which two
times the aggregate of the
Pooling-Tier REMIC-2 IO Notional Balance of
each other Pooling-Tier REMIC-2 IO
Interest then outstanding is greater than
or equal to the scheduled swap
notional amount (taking into account the
use of the multiplier) of the Interest
Rate Swap Agreement.
Corresponding Class: The class of interests in the Lower-Tier
REMIC
or Upper-Tier REMIC that corresponds to the
class of interests in the other such
REMIC or to a Class of Certificates in the
manner set out below:
Corresponding
Corresponding Lower-Tier Upper-Tier
Corresponding Class of
Class Designation
Regular Interest
Certificates
------------------------ ----------------
----------------------
Class
LT-A-1
Class A-1
Class A-1
Class LT-A-2a
Class A-2a
Class A-2a
Class LT-A-2b
Class A-2b
Class A-2b
Class LT-A-2c
Class A-2c
Class A-2c
Class
LT-M-1
Class M-1
Class M-1
Class
LT-M-2
Class M-2
Class M-2
Class
LT-M-3
Class M-3
Class M-3
Class
LT-M-4
Class M-4
Class M-4
Class
LT-M-5
Class M-5
Class M-5
Class
LT-M-6
Class M-6
Class M-6
Class
LT-B-1
Class B-1
Class B-1
Class
LT-B-2
Class B-2
Class B-2
Class
LT-B-3
Class B-3
Class B-3
N/A
Class X
Class X
Corresponding Pooling-Tier REMIC-1 Regular Interest: As described
in
the Preliminary Statement.
Corresponding Pooling-Tier REMIC-2 IO Interest: As described in
the
Preliminary Statement.
Corresponding Scheduled Crossover Distribution Date: The
Distribution Date in the month and year
specified in the Preliminary Statement
corresponding to a Pooling-Tier REMIC-2 IO
Interest.
Cumulative Loss Percentage: With respect to any Distribution
Date,
the percentage equivalent of a fraction,
the numerator of which is the aggregate
amount of Realized Losses incurred from the
Cut-off Date to the last day of the
calendar month preceding the month in which
such Distribution Date occurs and
the denominator of which is the Cut-off
Date Pool Principal Balance of the
Mortgage Loans.
Cumulative Loss Trigger Event: With respect to any Distribution
Date, a Cumulative Loss Trigger Event
exists if the quotient (expressed as a
percentage) of (x) the aggregate amount of
Realized Losses incurred since the
Cut-off Date through the last day of the
related Prepayment Period divided by
(y) the Cut-off Date Pool Principal Balance
exceeds the applicable cumulative
loss percentages set forth below with
respect to such Distribution Date:
Distribution Date Occurring In
Cumulative Loss Percentage
------------------------------
----------------------------------------------
September 2007 through
August 2008
1.500% for the first month, plus an additional
1/12th of 1.75% for each month thereafter
(e.g., 2.375% in March 2008)
September 2008 through
August 2009
3.250% for the first month, plus an additional
1/12th of 2.00% for each month thereafter
(e.g., 4.250% in March 2009)
September 2009 through
August 2010
5.250% for the first month, plus an additional
1/12th of 1.25% for each month thereafter
(e.g., 6.000% in March 2010)
September 2010 through
August 2011
6.500% for the first month, plus an additional
1/12th of 0.25% for each month thereafter
(e.g., 6.625% in March 2011)
September 2011 and thereafter 6.750%
Custodial File: With respect to each Mortgage Loan, the file
retained by the Trustee or the applicable
Custodian, as applicable, consisting
of items (i) - (viii) as listed on Exhibit
K hereto.
Custodian: Wells Fargo, LaSalle and Deutsche Bank, and their
respective successors in interest. When the
term "Custodian" is used in this
Agreement in connection with custodial
responsibilities with respect to the
Mortgage Loans, "Custodian" shall mean the
Person identified as the Custodian of
such Mortgage Loan on the Mortgage Loan
Schedule.
Custodian Fee: With respect to each Distribution Date, the
aggregate
amount of fees and expenses that each
Custodian is entitled to receive, pursuant
to the fee schedule related to the Wells
Fargo Mortgage Loans, the LaSalle
Mortgage Loans or the Deutsche Bank
Mortgage Loans, as applicable, to which the
Depositor and the applicable Custodian have
previously agreed, for custodial
services rendered with respect to the Wells
Fargo Mortgage Loans, the LaSalle
Mortgage Loans or the Deutsche Bank
Mortgage Loans, as applicable, during the
related Due Period. The Custodian shall
inform the Trustee of each Custodian Fee
on or prior to the related Determination
Date pursuant to Section 3.07(h).
Custodian Fee Rate: As to any Distribution Date, the applicable
Custodian Fee for such Distribution Date,
converted to a per annum rate on (i)
the aggregate Stated Principal Balance of
the Mortgage Loans as of the first day
of the related Interest Accrual Period and
(ii) with respect to the
Determination Date in September 2005 only,
the portion of the Closing Date
Deposit Amount allocable to principal
(calculated on an actual/360 basis).
Cut-off Dat
