Glaski Prospectus and PSA

8/12/2019 Glaski Prospectus and PSA

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1 -----BEGIN PRIVACY-ENHANCED MESSAGE-----

2 Proc-Type: 2001,MIC-CLEAR

3 Originator-Name: [email protected]

4 Originator-Key-Asymmetric:

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6 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB

7 MIC-Info: RSA-MD5,RSA,

8 AkPVmmFyU6Qnv0Qp4K/G+YbMDCgV/kadpBJ0QfKoPI2S0j+wsZSXMOAo7WvU0O7M

9 Xf58aVASmszxYAD9FjjISA==10

11 0000950117-05-004798.txt : 20051219

12 0000950117-05-004798.hdr.sgml : 20051219

13 20051219171242

14 ACCESSION NUMBER: 0000950117-05-004798

15 CONFORMED SUBMISSION TYPE: 424B5

16 PUBLIC DOCUMENT COUNT: 1

17 FILED AS OF DATE: 20051219

18 DATE AS OF CHANGE: 20051219

19

20 FILER:21

22 COMPANY DATA:

23 COMPANY CONFORMED NAME: WaMu Asset Acceptance Corp.

24 CENTRAL INDEX KEY: 0001317069

25 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189]

26 IRS NUMBER: 202258610

27 STATE OF INCORPORATION: DE

28 FISCAL YEAR END: 1231

29

30 FILING VALUES:

31 FORM TYPE: 424B5

32 SEC ACT: 1933 Act

33 SEC FILE NUMBER: 333-123034

34 FILM NUMBER: 051273376

35

36 BUSINESS ADDRESS:

37 STREET 1: 1201 THIRD AVENUE, 17TH FLOOR

38 CITY: SEATTLE

39 STATE: WA

40 ZIP: 98101

41 BUSINESS PHONE: 206-461-2000

42

43 MAIL ADDRESS:


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45 CITY: SEATTLE

46 STATE: WA

47 ZIP: 98101

48

49 SERIAL COMPANY:

50

51 COMPANY DATA:

52 COMPANY CONFORMED NAME: WaMu Mortgage Pass-Through Certificates, Series 2005-AR17

53 CENTRAL INDEX KEY: 0001347345

54 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189]

55 STATE OF INCORPORATION: DE

56 FISCAL YEAR END: 1231

57

58 FILING VALUES:

59 FORM TYPE: 424B5

60 SEC ACT: 1933 Act

61 SEC FILE NUMBER: 333-123034-07

62 FILM NUMBER: 05127337763

64 BUSINESS ADDRESS:


66 CITY: SEATTLE

67 STATE: WA

68 ZIP: 98101

69 BUSINESS PHONE: 206-461-2000

70

71 MAIL ADDRESS:


73 CITY: SEATTLE

74 STATE: WA

75 ZIP: 98101

76

77

78 424B5

79 1

80 a41001.txt

81 WASHINGTON MUTUAL 2005-AR17

82

83

84


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128 principal balance of approximately $39,778,690.

129

130 CONSIDER CAREFULLY THE RISK FACTORS

131 BEGINNING ON PAGE S-16 IN THIS

132 PROSPECTUS SUPPLEMENT AND PAGE 5 IN

133 THE ACCOMPANYING PROSPECTUS.

134

135 The certificates will represent

136 interests only in the WaMu Mortgage137 Pass-Through Certificates Series

138 2005-AR17 Trust and will not

139 represent interests in or obligations

140 of Washington Mutual Bank, WaMu Asset

141 Acceptance Corp., Washington Mutual,

142 Inc. or any of their affiliates.

143

144 NEITHER THESE CERTIFICATES NOR THE

145 UNDERLYING MORTGAGE LOANS ARE

146 GUARANTEED BY ANY AGENCY OR

147 INSTRUMENTALITY OF THE UNITED STATES.148

149 This prospectus supplement may be

150 used to offer and sell the offered

151 certificates only if accompanied by

152 the prospectus.

153

154 WaMu Capital Corp. and Greenwich Capital Markets, Inc., as underwriters, will

155 purchase the offered certificates from WaMu Asset Acceptance Corp. in the

156 amounts described in 'Method of Distribution' on page S-73 of this prospectus

157 supplement. The underwriters will offer the offered certificates at varying

158 prices to be determined at the time of sale. The proceeds to WaMu Asset159 Acceptance Corp. from the sale of the offered certificates will be approximately

160 101.88% of the principal balance of the offered certificates plus accrued

161 interest, before deducting expenses. Each underwriter's commission will be the

162 difference between the price it pays to WaMu Asset Acceptance Corp. for the

163 offered certificates and the amount it receives from the sale of the offered

164 certificates to the public.

165

166 NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED

167 OF THE OFFERED CERTIFICATES OR DETERMINED THAT THIS PROSPECTUS SUPPLEMENT OR THE

168 PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A

169 CRIMINAL OFFENSE.

170


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171 Underwriters

172 WAMU CAPITAL CORP.

173 RBS GREENWICH CAPITAL

174

175 December 16, 2005

176

177

178

179

180

181

182 IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS

183 PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

184

185 We provide information to you about the offered certificates in two separate

186 documents that progressively provide more detail: (a) the accompanying

187 prospectus, which provides general information, some of which may not apply to

188 your series of certificates, and (b) this prospectus supplement, which describes

189 the specific terms of your series of certificates.

190

191 IF THE TERMS OF YOUR CERTIFICATES VARY BETWEEN THIS PROSPECTUS SUPPLEMENT

192 AND THE ACCOMPANYING PROSPECTUS, YOU SHOULD RELY ON THE INFORMATION IN THIS

193 PROSPECTUS SUPPLEMENT.

194

195 We include cross-references in this prospectus supplement and the

196 accompanying prospectus to captions in these materials where you can find

197 further related discussions. The following table of contents and the table of

198 contents included in the accompanying prospectus provide the pages on which

199 these captions are located.

200

201 You can find a listing of the pages where some of the capitalized terms used202 in this prospectus supplement and the accompanying prospectus are defined under

203 the caption 'Index of Terms' on page S-88 in this prospectus supplement and

204 under the caption 'Glossary' beginning on page 125 in the accompanying

205 prospectus. Capitalized terms used in this prospectus supplement and not

206 otherwise defined in this prospectus supplement have the meanings assigned in

207 the accompanying prospectus.

208

209 S-2

210

211

212

213


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214

215

216 TABLE OF CONTENTS

217

218

219

220 PAGE

221 ----222

223 SUMMARY INFORMATION................... S-4

224 What You Own...................... S-4

225 Information About the Mortgage

226 Pool........................ S-4

227 The Offered Certificates.......... S-4

228 Initial Principal Balance of

229 the Certificates............ S-9

230 Distributions on the

231 Certificates.................... S-10

232 Monthly Distributions......... S-10233 Distributions of Interest..... S-10

234 Compensating Interest and

235 Interest Shortfalls......... S-11

236 Distributions of Principal.... S-12

237 Credit Enhancements............... S-13

238 Yield Maintenance Agreement....... S-13

239 Allocation of Losses.............. S-13

240 Yield Considerations.............. S-14

241 Book-Entry Registration........... S-14

242 Denominations..................... S-14

243 European Economic Area............ S-14244 Legal Investment.................. S-15

245 ERISA Considerations.............. S-15

246 Federal Income Tax Consequences... S-15

247 Ratings........................... S-15

248 RISK FACTORS.......................... S-16

249 THE TRUST............................. S-28

250 DESCRIPTION OF THE MORTGAGE POOL...... S-29

251 The Index......................... S-31

252

Additional Information............ S-32

253 Representations and Warranties254 Regarding the Mortgage Loans.... S-33


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255 DESCRIPTION OF THE CERTIFICATES....... S-34

256 General........................... S-34

257 Book-Entry Registration........... S-35

258 Definitive Certificates........... S-36

259 Priority of Distributions......... S-36

260 Distributions of Interest......... S-38

261 Calculation of LIBOR.............. S-41

262 Distributions of Principal........ S-44

263 General....................... S-44264 Senior Principal Distribution

265 Amount...................... S-45

266 Subordinate Principal

267 Distribution Amount......... S-46

268 Principal Prepayments............. S-46

269 Subordination and Allocation of

270 Losses.......................... S-47

271 The Class R Certificates.......... S-49

272 Advances.......................... S-50

273 Available Distribution Amount..... S-50

274 Last Scheduled Distribution275 Date............................ S-51

276 Optional Termination of the

277 Trust........................... S-51

278 Servicing Compensation and Payment

279 of Expenses..................... S-52

280 Special Servicing Agreements...... S-52

281 Reports to Certificateholders..... S-52

282 DELINQUENCY, LOSS AND FORECLOSURE

283 EXPERIENCE.......................... S-53

284 YIELD AND PREPAYMENT CONSIDERATIONS... S-54

285 General........................... S-54286 Principal Prepayments and

287 Compensating Interest........... S-55

288 LIBOR Certificates................ S-55

289 Rate of Payments.................. S-55

290 Prepayment Assumptions............ S-56

291 Lack of Historical Prepayment

292 Data............................ S-59

293 Yield Considerations with Respect

294 to the Class X Certificates..... S-60

295 Yield Considerations with Respect

296 to the Senior Subordinate

297 Certificates.................... S-61


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298 Additional Yield Considerations

299 Applicable Solely to the Class R

300 Certificates.................... S-64

301 Additional Information............ S-65

302 CREDIT ENHANCEMENTS................... S-65

303 Subordination..................... S-65

304 Shifting of Interests............. S-66

305 YIELD MAINTENANCE AGREEMENT........... S-66

306 MATERIAL FEDERAL INCOME TAX307 CONSEQUENCES........................ S-66

308 Special Tax Considerations

309 Applicable to the Class A and

310 Class B Certificates............ S-67

311 Taxation of the Cap Agreement

312 Portion of the Class X

313 Certificates.................... S-68

314 Special Tax Considerations

315 Applicable to the Residual

316 Certificates.................... S-70

317 CERTAIN LEGAL INVESTMENT ASPECTS...... S-71318 ERISA CONSIDERATIONS.................. S-72

319 METHOD OF DISTRIBUTION................ S-73

320 LEGAL MATTERS......................... S-74

321 CERTIFICATE RATINGS................... S-74

322 APPENDIX A: DECREMENT TABLES.......... S-76

323 APPENDIX B: MORTGAGE LOAN TABLES...... S-78

324 SCHEDULE 1: YIELD MAINTENANCE NOTIONAL

325 BALANCES AND STRIKE RATES........... S-86

326 INDEX OF TERMS........................ S-88

327

328

329 S-3

330

331

332

333

334

335

336 SUMMARY INFORMATION

337

338 THE FOLLOWING SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS

339 SUPPLEMENT. IT DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU NEED TO CONSIDER

340


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IN MAKING YOUR INVESTMENT DECISION. TO UNDERSTAND THE TERMS OF THE OFFERED

341 CERTIFICATES, READ CAREFULLY THIS ENTIRE PROSPECTUS SUPPLEMENT AND THE

342 ACCOMPANYING PROSPECTUS.

343

344 THIS SUMMARY PROVIDES AN OVERVIEW OF CERTAIN CALCULATIONS, CASH FLOWS AND OTHER

345 INFORMATION TO AID YOUR UNDERSTANDING. THIS SUMMARY IS QUALIFIED BY THE FULL

346 DESCRIPTION OF THESE CALCULATIONS, CASH FLOWS AND OTHER INFORMATION IN THIS

347 PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS.

348

349 WHAT YOU OWN

350

351 YOUR CERTIFICATES REPRESENT INTERESTS ONLY IN THE ASSETS OF THE TRUST. ALL

352 PAYMENTS TO YOU WILL COME ONLY FROM THE AMOUNTS RECEIVED IN CONNECTION WITH

353 THOSE ASSETS.

354

355 The Trust owns a pool of mortgage loans and other assets, as described under

356 'The Trust' in this prospectus supplement.

357

358 INFORMATION ABOUT THE MORTGAGE POOL

359

360 The mortgage pool consists of 2,547 mortgage loans with an aggregate principal

361 balance as of December 1, 2005 of approximately $1,591,015,790. All of the

362 mortgage loans are secured by residential properties (or shares of cooperative

363 apartments) and each has an original term to maturity of not more than 40 years.

364 The mortgage loans sold to the WaMu Mortgage Pass-Through Certificates Series

365 2005-AR17 Trust were purchased by WaMu Asset Acceptance Corp., referred to in

366 this prospectus supplement as the depositor, directly from Washington Mutual

367 Bank, the mortgage loan seller and an affiliate of the depositor.

368

369 After an initial fixed-rate period for some of the mortgage loans of one, two,

370 three or twelve months, the interest rate on each mortgage loan will adjust371 monthly to equal the sum of an index and a margin. As of December 1, 2005, none

372 of the mortgage loans were still in their initial fixed-rate period. The

373 interest rates on the mortgage loans are subject to overall maximum and minimum

374 interest rate limits.

375

376 The index for the mortgage loans will be One-Year MTA, the 12-month moving

377 average yield on United States Treasury Securities adjusted to a constant

378 maturity of one year.

379

380 While the interest rate on each mortgage loan will adjust monthly (after the

381 initial fixed-rate period), the minimum monthly payment on each mortgage loan382 generally will adjust only annually. On each annual payment adjustment date, the


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383 minimum monthly payment generally will not increase or decrease by more than

384 7.5%. As a result, the interest due with respect to a mortgage loan for any

385 given month may, under certain circumstances, exceed the monthly payment for

386 that month. In that case, payment of the excess of interest due over the monthly

387 payment will be deferred and that excess will be added to the principal balance

388 of that mortgage loan in the form of 'negative amortization.' See 'Description

389 of the Mortgage Pool' in this prospectus supplement.

390

391 In the event of a material breach of the representations and warranties made by

392 the mortgage loan seller or the depositor with respect to the mortgage loans, or

393 in the event that a required loan document is not included in the mortgage files

394 for the mortgage loans, the breaching party will, unless it has cured the breach

395 in all material respects, be required to repurchase the affected mortgage loan

396 or substitute a new mortgage loan for the affected mortgage loan. See

397 'Description of the Mortgage Pool -- Representations and Warranties Regarding

398 the Mortgage Loans' in this prospectus supplement.

399

400 For a further description of the mortgage loans, see 'Description of the

401 Mortgage Pool' and Appendix B in this prospectus supplement.

402

403 THE OFFERED CERTIFICATES

404

405 The depositor will sell the mortgage loans to the Trust. The Trust is being

406 created for the purpose of issuing the WaMu Mortgage Pass-Through Certificates,

407 Series 2005-AR17. The approximate initial class principal balance, annual

408 certificate

409

410 S-4

411

412

413

414

415

416 interest rate and type of each class of the offered certificates will be as

417 follows:

418

419

420

421 APPROXIMATE ANNUAL

422 INITIAL CLASS CERTIFICATE

423

CLASS PRINCIPAL BALANCE INTEREST RATE TYPE424 425


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- ----------------------------------------------------------------

426

427 A-1A1 $617,784,000 Variable(1) Senior/LIBOR

428 A-1A2 325,000,000 Variable(2) Senior/LIBOR

429 A-1B1 93,433,000 Variable(3) Senior/LIBOR/Mezzanine



432 A-1C1 84,450,000 Variable(6) Senior/LIBOR/Mezzanine

433 A-1C2 56,234,000 Variable(7) Senior/LIBOR/Mezzanine434 A-1C3 71,495,000 Variable(8) Senior/LIBOR/Mezzanine

435 A-1C4 75,000,000 Variable(9) Senior/LIBOR/Mezzanine

436 X (10) Variable(11) Senior/IO/PO

437 B-1 35,798,000 Variable(12) Subordinate/LIBOR







444 B-8 5,568,000 Variable(15) Subordinate/LIBOR445 B-9 6,364,000 Variable(15) Subordinate/LIBOR

446 R 100 5.407% Senior/Residual

447

448

449 - ---------

450

451 (1) For each distribution date on or before the date (the 'CLEAN-UP CALL OPTION

452 DATE') on which the aggregate principal balance of the mortgage loans owned

453 by the Trust has been reduced to less than 10% of that balance as of

454 December 1, 2005, the annual certificate interest rate on the Class A-1A1

455 Certificates will equal the least of (x) the product of (i) the weighted

456 average of the mortgage interest rates on the mortgage loans (as of the

457 second preceding due date after giving effect to the payments due on the

458 mortgage loans on that due date) less the per annum rate at which the

459 servicing fee is calculated and (ii) a fraction, the numerator of which is

460 30 and the denominator of which is the actual number of days in the related

461 certificate accrual period (the 'ADJUSTED WEIGHTED AVERAGE PASS-THROUGH

462 RATE'), (y) LIBOR (the London Interbank Offered Rate for one-month U.S.

463 dollar deposits, as described in this prospectus supplement) plus 0.27% and

464 (z) 10.50%. For each distribution date after the Clean-Up Call Option Date,

465 the annual certificate interest rate on the Class A-1A1 Certificates will

466 equal the least of (x) the Adjusted Weighted Average Pass-Through Rate,

467 (y) LIBOR plus 0.54% and (z) 10.50%. For the initial distribution date, the


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468 annual certificate interest rate on these certificates will equal LIBOR as

469 of December 19, 2005 plus 0.27%. In addition, if on any distribution date

470 the certificate interest rate on the Class A-1A1 Certificates is equal to

471 the Adjusted Weighted Average Pass-Through Rate, the Class A-1A1

472 Certificates may be entitled to receive, as interest, carryover shortfall

473 amounts from amounts, if any, paid under a yield maintenance agreement and

474 from amounts, if any, otherwise payable to the Class X Certificates, as

475 described in this prospectus supplement. See 'Description of the

476 Certificates -- Distributions of Interest' in this prospectus supplement.

477

478 (2) For each distribution date on or before the Clean-Up Call Option Date, the

479 annual certificate interest rate on the Class A-1A2 Certificates will equal

480 the least of (x) the Adjusted Weighted Average Pass-Through Rate, (y) LIBOR

481 plus 0.29% and (z) 10.50%. For each distribution date after the Clean-Up

482 Call Option Date, the annual certificate interest rate on the Class A-1A2

483 Certificates will equal the least of (x) the Adjusted Weighted Average

484 Pass-Through Rate, (y) LIBOR plus 0.58% and (z) 10.50%. For the initial

485 distribution date, the annual certificate interest rate on these

486 certificates will equal LIBOR as of December 19, 2005 plus 0.29%. In

487 addition, if on any distribution date the certificate interest rate on the

488 Class A-1A2 Certificates is equal to the Adjusted Weighted Average

489 Pass-Through Rate, the Class A-1A2 Certificates may be entitled to receive,

490 as interest, carryover shortfall amounts from amounts, if any, paid under a

491 yield maintenance agreement and from amounts, if any, otherwise payable to

492 the Class X Certificates, as described in this prospectus supplement. See

493 'Description of the Certificates -- Distributions of Interest' in this

494 prospectus supplement.

495


497 annual certificate interest rate on the Class A-1B1 Certificates will equal



500 Call Option Date, the annual certificate interest rate on the Class A-1B1


502 Pass-Through Rate, (y) LIBOR plus 0.50% and (z) 10.50%. For

503

504 S-5

505

506

507

508

509

510


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the initial distribution date, the annual certificate interest rate on these


512

addition, if on any distribution date the certificate interest rate on the

513 Class A-1B1 Certificates is equal to the Adjusted Weighted Average

514 Pass-Through Rate, the Class A-1B1 Certificates may be entitled to receive,






520


522 annual certificate interest rate on the Class A-1B2 Certificates will equal






528

distribution date, the annual certificate interest rate on these529 certificates will equal LIBOR as of December 19, 2005 plus 0.41%. In



532 Pass-Through Rate, the Class A-1B2 Certificates may be entitled to receive,





537 prospectus supplement

538

539 (5) For each distribution date on or before the Clean-Up Call Option Date, the540 annual certificate interest rate on the Class A-1B3 Certificates will equal










550 Pass-Through Rate, the Class A-1B3 Certificates may be entitled to receive,551 as interest, carryover shortfall amounts from amounts, if any, paid under a


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556


558 annual certificate interest rate on the Class A-1C1 Certificates will equal


560 plus 0.19% and (z) 10.50%. For each distribution date after the Clean-Up561 Call Option Date, the annual certificate interest rate on the Class A-1C1






567 Class A-1C1 Certificates is equal to the Adjusted Weighted Average

568 Pass-Through Rate, the Class A-1C1 Certificates may be entitled to receive,



571 the Class X Certificates, as described in this prospectus supplement. See572 'Description of the Certificates -- Distributions of Interest' in this


574



577 the least of (x) the

578

579 S-6

580

581

582

583

584

585 Adjusted Weighted Average Pass-Through Rate, (y) LIBOR plus 0.38% and


587 the annual certificate interest rate on the Class A-1C2 Certificates will

588 equal the least of (x) the Adjusted Weighted Average Pass-Through Rate,

589 (y) LIBOR plus 0.76% and (z) 10.50%. For the initial distribution date, the

590 annual certificate interest rate on these certificates will equal LIBOR as

591 of December 19, 2005 plus 0.38%. In addition, if on any distribution date

592 the certificate interest rate on the Class A-1C2 Certificates is equal to

593 the Adjusted Weighted Average Pass-Through Rate, the Class A-1C2

594 Certificates may be entitled to receive, as interest, carryover shortfall


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595 amounts from amounts, if any, paid under a yield maintenance agreement and

596 from amounts, if any, otherwise payable to the Class X Certificates, as

597 described in this prospectus supplement. See 'Description of the


599




603 plus 0.48% and (z) 10.50%. For each distribution date after the Clean-Up604 Call Option Date, the annual certificate interest rate on the Class A-1C3













617





622 Call Option Date, the annual certificate interest rate on the Class A-1C4













635

636 (10) Solely for purposes of calculating distributions of principal and interest

637


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and the allocation of losses realized on the mortgage loans, the Class X

638 Certificates will be deemed to be comprised of an interest-only component

639 and a principal-only component. The Class X interest-only component will

640 have a notional amount (as described below). Interest, if any, will accrue

641 on the notional amount. The Class X interest-only component will not have a

642 principal balance and principal will not be payable with respect to the

643 notional amount. The Class X principal-only component will have a principal

644 balance, which will be referred to as the Class X principal balance, and

645 which initially will equal zero. Interest will not accrue on the Class X

646 principal balance. In the event that interest otherwise payable with

647 respect to the Class X interest-only component is reduced as a result of

648 the allocation of net negative amortization (as described in 'Description

649 of the Certificates -- Distributions of Interest' in this prospectus

650

651 S-7

652

653

654

655

656

657 supplement), the amount of such reduction will be added as principal to the

658 Class X principal balance.

659

660 (11) For each distribution date, the Class X Certificates will accrue interest

661 on the Class X notional amount, which will equal the aggregate principal

662 balance of the mortgage loans as of the second preceding due date. The

663 initial Class X notional amount will be approximately $1,591,015,790. For

664 each distribution date, the annual certificate interest rate on the

665 Class X Certificates will equal the excess, if any, of (x) the weighted

666

average of the mortgage interest rates on the mortgage loans (as of the667 second preceding due date after giving effect to the payments due on the

668 mortgage loans on that due date) less the per annum rate at which the

669 servicing fee is calculated (the 'WEIGHTED AVERAGE PASS-THROUGH RATE') over

670 (y) a rate equal to a fraction, the numerator of which is the product of

671 (i) the interest accrued on the certificates (other than the Class X

672 Certificates) for such Distribution Date and (ii) 12, and the denominator

673 of which is equal to the aggregate principal balance of the mortgage loans

674 as of the second preceding due date. Notwithstanding the foregoing, amounts

675 to be distributed to the Class X Certificates in respect of interest

676 accrued on their notional amount on any distribution date may instead be

677 distributed as carryover shortfall amounts that are not covered by amounts678 payable pursuant to the yield maintenance agreement. See 'Description of


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679 the Certificates -- Distributions of Interest' in this prospectus

680 supplement.

681


683 annual certificate interest rate on the Class B-1 Certificates will equal

684 the least of (x) the Adjusted Weighted Average Pass-Through Rate,

685 (y) LIBOR plus 0.69% and (z) 10.50%. For each distribution date after the

686 Clean-Up Call Option Date, the annual certificate interest rate on the

687

Class B-1 Certificates will equal the least of (x) the Adjusted Weighted688 Average Pass-Through Rate, (y) LIBOR plus 1.035% and (z) 10.50%. For the

689 initial distribution date, the annual certificate interest rate on these



692 Class B-1 Certificates is equal to the Adjusted Weighted Average

693 Pass-Through Rate, the Class B-1 Certificates may be entitled to receive,

694 as interest, carryover shortfall amounts from amounts, if any, otherwise

695 payable to the Class X Certificates, as described in this prospectus

696 supplement. See 'Description of the Certificates -- Distributions of

697 Interest' in this prospectus supplement.

698





703 Clean-Up Call Option Date, the annual certificate interest rate on the

704 Class B-2 Certificates will equal the least of (x) the Adjusted Weighted

705 Average Pass-Through Rate, (y) LIBOR plus 1.08% and (z) 10.50%. For the




709 Class B-2 Certificates is equal to the Adjusted Weighted Average710 Pass-Through Rate, the Class B-2 Certificates may be entitled to receive,





715





720 Clean-Up Call Option Date, the annual certificate interest rate on the721 Class B-3 Certificates will equal the least of (x) the Adjusted Weighted


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722 Average Pass-Through Rate, (y) LIBOR plus 1.185% and

723

724 S-8

725

726

727

728

729

730 (z) 10.50%. For the initial distribution date, the annual certificate731 interest rate on these certificates will equal LIBOR as of December 19,

732 2005 plus 0.79%. In addition, if on any distribution date the certificate

733 interest rate on the Class B-3 Certificates is equal to the Adjusted

734 Weighted Average Pass-Through Rate, the Class B-3 Certificates may be

735 entitled to receive, as interest, carryover shortfall amounts from amounts,

736 if any, otherwise payable to the Class X Certificates, as described in this

737 prospectus supplement. See 'Description of the


739


741 annual certificate interest rate on the Class B-4, Class B-5, Class B-6,742 Class B-7, Class B-8 and Class B-9 Certificates will equal the least of (x)

743 the Adjusted Weighted Average Pass-Through Rate, (y) LIBOR plus 1.20% and


745 the annual certificate interest rate on the Class B-4, Class B-5,

746 Class B-6, Class B-7, Class B-8 and Class B-9 Certificates will equal the

747 least of (x) the Adjusted Weighted Average Pass-Through Rate, (y) LIBOR

748 plus 1.80% and (z) 10.50%. For the initial distribution date, the annual

749 certificate interest rate on these certificates will equal LIBOR as of

750 December 19, 2005 plus 1.20%. In addition, if on any distribution date the

751 certificate interest rate on the Class B-4, Class B-5, Class B-6,

752 Class B-7, Class B-8 and Class B-9 Certificates is equal to the Adjusted

753 Weighted Average Pass-Through Rate, the Class B-4, Class B-5, Class B-6,

754 Class B-7, Class B-8 and Class B-9 Certificates may be entitled to receive,





759

760 The Trust will also issue the Class B-10, Class B-11, Class B-12, Class B-13,

761 Class B-14 and Class PPP Certificates, which are not being offered by this

762 prospectus supplement. The Class PPP Certificates will not have a principal

763 balance and will not accrue interest. The Class PPP Certificates will be

764 entitled to receive prepayment penalties paid by borrowers upon voluntary full


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765 prepayment of approximately 81.95% (by aggregate principal balance as of

766 December 1, 2005) of the mortgage loans if such mortgage loans are prepaid

767 during certain periods. Accordingly, these amounts will not be available for

768 distribution to other classes of certificates. The Class B-10, Class B-11,

769 Class B-12, Class B-13 and Class B-14 Certificates are subordinated to the

770 offered certificates and provide credit enhancement for the offered

771 certificates. For each distribution date on or before the Clean-Up Call Option

772 Date, the annual certificate interest rate on the Class B-10, Class B-11,

773 Class B-12, Class B-13 and Class B-14 Certificates will equal the least of

774 (x) the Adjusted Weighted Average Pass-Through Rate, (y) LIBOR plus 1.20% and

775 (z) 10.50%. For each distribution date after the Clean-Up Call Option Date, the

776 annual certificate interest rate on the Class B-10, Class B-11, Class B-12,

777 Class B-13 and Class B-14 Certificates will equal the least of (x) the Adjusted

778 Weighted Average Pass-Through Rate, (y) LIBOR plus 1.80% and (z) 10.50%. For the


780 certificates will equal LIBOR as of December 19, 2005 plus 1.20%. In addition,

781 if on any distribution date the certificate interest rate on the Class B-10,

782 Class B-11, Class B-12, Class B-13 and Class B-14 Certificates is equal to the

783 Adjusted Weighted Average Pass-Through Rate, the Class B-10, Class B-11,

784 Class B-12, Class B-13 and Class B-14 Certificates may be entitled to receive,

785 as interest, carryover shortfall amounts from amounts, if any, otherwise payable

786 to the Class X Certificates, as described in this prospectus supplement. See

787 'Description of the Certificates -- Subordination and Allocation of Losses' in

788 this prospectus supplement.

789

790 INITIAL PRINCIPAL BALANCE OF THE CERTIFICATES

791

792 The initial aggregate principal balance of the certificates issued by the Trust

793 is approximately $1,591,015,790, subject to an upward or downward variance of no

794 more than 5%.

795

796 The initial aggregate principal balance of the certificates has the following

797 composition:

798

799 S-9

800

801

802

803

804

805

the senior certificates comprise approximately 90.25% of the principal balance806 of the mortgage loans;


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807

808 the Class B-1 through Class B-9 Certificates comprise approximately 7.25% of

809 the principal balance of the mortgage loans; and

810

811 the privately offered Class B-10, Class B-11, Class B-12, Class B-13 and

812 Class B-14 Certificates comprise approximately 2.50% of the principal balance

813 of the mortgage loans.

814

815DISTRIBUTIONS ON THE CERTIFICATES

816

817 MONTHLY DISTRIBUTIONS

818

819 Each month, the trustee, LaSalle Bank National Association, will make

820 distributions of interest and/or principal to the holders of the certificates.

821 Distributions will be made on the 25th day of each month, or if the 25th day is

822 not a business day, on the next business day. The first distribution date will

823 be January 25, 2006.

824

825 Source of Payments. The mortgagors pay their interest and principal during the826 month to Washington Mutual Bank, as servicer. Each month, the servicer subtracts

827 its servicing fee and sends the remainder to the trustee. On the distribution

828 date for that month, the trustee distributes that remaining amount to the

829 holders of the certificates in the order described in 'Description of the

830 Certificates -- Priority of Distributions' in this prospectus supplement.

831

832 Advances. For any month, if the servicer receives a payment on a mortgage loan

833 that is less than the minimum monthly payment due or if no payment is received

834 at all, the servicer will advance its own funds or funds collected by the

835 servicer on the mortgage loans but not required to be distributed to the

836 certificateholders on the current distribution date, to cover the difference837 between the minimum monthly payment due and the amount actually received by the

838 servicer. However, the servicer will not be required to make advances if it

839 determines that those advances will not be recoverable from future payments or

840 collections on that mortgage loan. See 'Description of the

841 Certificates -- Advances' in this prospectus supplement.

842

843 DISTRIBUTIONS OF INTEREST

844

845 Each class of offered certificates will accrue interest on its class principal

846 balance or notional amount, as applicable. On each distribution date interest

847 will be distributed to these classes in the order described in 'Description of848 the Certificates -- Priority of Distributions' in this prospectus supplement.


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849

850 Solely for purposes of calculating distributions of principal and interest and

851 the allocation of losses realized on the mortgage loans, the Class X

852 Certificates will be deemed to be comprised of an interest-only component and a

853 principal-only component. The Class X interest-only component will have a

854 notional amount (as described below). Interest, if any, will accrue on the

855 notional amount. The Class X interest-only component will not have a principal

856 balance and principal will not be payable with respect to the notional amount.

857

The Class X principal-only component will have a principal balance, which will858 be referred to as the Class X principal balance, and which initially will equal

859 zero. Interest will not accrue on the Class X principal balance.

860

861 Interest to be distributed on the certificates (or added to the principal

862 balance of the certificates in the form of 'net negative amortization,' as

863 described below) on any distribution date will consist of accrued and unpaid

864 interest as of previous distribution dates and interest accrued during the

865 period beginning on the 25th day of the preceding calendar month (or, in the

866 case of the first distribution date, December 21, 2005) and ending on the 24th

867 day of the month of that distribution date, except for the Class X Certificates,

868 which accrue interest on their notional amount during the preceding calendar869 month. Interest on the Class A and Class B Certificates will be calculated based

870 on the actual number of days in the certificate accrual period and assuming a

871 360 day year. Interest on the Class X Certificates will be calculated based on a

872 year consisting of twelve thirty-day months.

873

874 In the event that an increase in the index causes interest to accrue on a

875 mortgage loan for a given month in excess of the monthly payment for that

876 mortgage loan, the excess interest will be added to the outstanding principal

877 balance of that mortgage loan in the form of 'negative amortization.' For any

878 distribution date, the excess, if any, of (i) the aggregate amount of negative

879 amortization with respect to all mortgage loans for the calendar month prior to880 that distribution date, over (ii) the aggregate amount of prepayments in full

881 and partial prepayments

882

883 S-10

884

885

886

887

888

889 received with respect to all mortgage loans during the related prepayment period

890 (the 'NET NEGATIVE AMORTIZATION'), will be deducted from interest payable to the

891 certificates as described in 'Description of the Certificates -- Distributions


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892 of Interest' in this prospectus supplement. The amount deducted from the

893 interest payable to each class of certificates will be added to the principal

894 balance of that class.

895

896 It is possible that, on any given distribution date, there will be insufficient

897 payments from the mortgage loans to make the interest distributions (net of any

898 Net Negative Amortization deducted from interest payable) described in this

899 prospectus supplement. If the servicer does not advance its own funds, because

900

it determines that the advance would be nonrecoverable, some certificates, most901 likely the subordinate certificates, may not receive the full amount of accrued

902 interest to which they are entitled. If this happens, those certificates will be

903 entitled to receive any shortfall in interest distributions on future

904 distribution dates in the same priority as their distribution of current

905 interest. However, there will be no extra interest paid on that shortfall.

906

907 The amount of interest each class of Class A and Class B Certificates accrues

908 during each certificate accrual period will equal a ratio, the numerator of

909 which is the actual number of days in that accrual period and the denominator of

910 which is 360, multiplied by the annual certificate interest rate in effect for

911 that accrual period for that class and multiplied by the related class principal

912 balance. The amount of interest the Class X Certificates accrue during each

913 certificate accrual period will equal 1/12th of the annual certificate interest

914 rate in effect for that accrual period for that class multiplied by their

915 notional amount. The principal balance used for this calculation for the

916 Class A and Class B Certificates on the first distribution date will be the

917 applicable principal balance as of December 21, 2005, which is the closing date.

918 The principal balance used for this calculation on each distribution date

919 thereafter will be the applicable principal balance immediately after the

920 preceding distribution date. For a description of how the Class X notional

921 amount is determined, see 'Description of the Certificates -- Distributions of

922 Interest' in this prospectus supplement. The annual certificate interest rate

923 for each class of offered certificates is described on pages S-5 to S-9 of this


925

926 No interest will accrue on the Class X principal-only component or on the

927 Class PPP Certificates.

928

929 LIBOR Certificates. The certificate interest rates for the Class A and Class B

930 Certificates adjust monthly based on the average of quotations of the London

931 Interbank Offered Rate for one-month U.S. dollar deposits, or LIBOR, as

932

described in 'Description of the Certificates -- Calculation of LIBOR' in this933 prospectus supplement. The formulas for the calculation of the certificate934


23/450

interest rates for these LIBOR Certificates appear in the notes to the table on

935 page S-5 of this prospectus supplement. However, the certificate interest rate

936 for the Class A-1A1, Class A-1A2, Class A-1B1, Class A-1B2, Class A-1B3,

937 Class A-1C1, Class A-1C2, Class A-1C3, Class A-1C4, Class B-1, Class B-2,

938 Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8 and Class B-9

939 Certificates may not exceed the lesser of (a) the Adjusted Weighted Average

940 Pass-Through Rate and (b) 10.50%.

941

942

The Class A and Class B Certificates may receive as interest, in addition to943 interest accrued at their certificate interest rates, carryover shortfall

944 amounts, as described in 'Description of the Certificates -- Distributions of

945

Interest -- Carryover Shortfall Amount' in this prospectus supplement.

946

947 Amounts to be distributed to the Class X Certificates in respect of accrued

948 interest on their notional amount on any distribution date may be reduced by

949 carryover shortfall amounts payable to (i) the Class A Certificates for such

950 distribution date not covered by amounts payable pursuant to the yield

951 maintenance agreement and (ii) the Class B Certificates, as described in

952

'Description of the Certificates -- Distributions of Interest -- Carryover953 Shortfall Amount' in this prospectus supplement.

954

955 COMPENSATING INTEREST AND INTEREST SHORTFALLS

956

957 Prepayments in Full. When mortgagors make prepayments in full, they need not pay

958 a full month's interest. Instead, they are required to pay interest only to the

959 date of their prepayment. To compensate certificateholders for the shortfall in

960 interest this causes, the servicer may pay compensating interest to the

961 certificateholders out of the servicing fee it collects, as well as from certain

962 other sources. For a description of how compensating interest is allocated among

963 the certificates as well as important limitations on the964

965 S-11

966

967

968

969

970

971 amount of compensating interest that will be allocated among the certificates,

972 see 'Description of the Certificates -- Distributions of Interest --

973 Compensating Interest' and 'Yield and Prepayment Considerations' in this

974 prospectus supplement.975


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976 Partial Prepayments. When mortgagors make partial prepayments, they do not pay

977 interest on the amount of that prepayment. Certificateholders will receive no

978 compensating interest to compensate them for the shortfall in interest this

979 causes.

980

981 DISTRIBUTIONS OF PRINCIPAL

982

983 General. As the mortgagors pay principal on the mortgage loans, that principal

984

is passed on to the holders of the certificates, as applicable.985

986 The Class A Certificates and (in the event Net Negative Amortization has been

987 allocated to the Class X Certificates) the Class X Certificates, in the

988 aggregate, generally will receive their pro rata share of scheduled principal

989 payments received on the mortgage loans on each distribution date. In addition,

990 unless credit enhancement to the Class A and Class X Certificates has reached a

991 specified level and the delinquencies and losses on the mortgage loans do not

992 exceed specified limits, the Class A and Class X Certificates, in the aggregate,

993 generally will receive 100% of all principal prepayments received on the

994 mortgage loans, net of any portion thereof applied to reduce negative

995 amortization, until the tenth anniversary of the first distribution date, after996 which they will receive a disproportionately large, but decreasing, share of

997 principal prepayments.

998

999 On each distribution date, a portion of the principal received or advanced on

1000 the mortgage loans will be distributed, first, to the Class A Certificates and,

1001 second, to the Class X Certificates, as described in 'Description of the

1002 Certificates -- Distributions of Principal -- Senior Principal Distribution

1003 Amount' in this prospectus supplement. HOWEVER, NOT ALL OF THESE CERTIFICATES

1004 WILL RECEIVE PRINCIPAL ON EACH DISTRIBUTION DATE. SEE APPENDIX A FOR A TABLE

1005 SHOWING, FOR EACH CLASS OF CERTIFICATES (OTHER THAN THE CLASS X CERTIFICATES),

1006 THE RATE OF RETURN OF PRINCIPAL THAT WOULD RESULT FROM DIFFERENT RATES OF1007 PREPAYMENTS ON THE MORTGAGE LOANS. However, if the subordinate certificates are

1008 no longer outstanding, then the Class A and Class X Certificates will not

1009 receive principal in the order of priority described in 'Description of the

1010 Certificates -- Distributions of Principal -- Senior Principal Distribution

1011 Amount' in this prospectus supplement. Instead, each of these classes of

1012 certificates will generally receive principal pro rata according to its class

1013 principal balance. IF THE SUBORDINATE CERTIFICATES ARE OUTSTANDING, THE CLASS X

1014 CERTIFICATES WILL NOT RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL UNTIL THE PRINCIPAL

1015 BALANCES OF THE CLASS A CERTIFICATES HAVE EACH BEEN REDUCED TO ZERO.

1016

1017 Class B Certificates. On each distribution date, the Class B-1, Class B-2,

1018 Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9,


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1019 Class B-10, Class B-11, Class B-12, Class B-13 and Class B-14 Certificates will

1020 be entitled to receive a portion of the scheduled principal received or advanced

1021 on the mortgage loans, pro rata, according to their respective class principal

1022 balances. Unless credit enhancement to the senior certificates has reached a


1024 exceed specified limits, the Class B Certificates generally will receive a

1025 portion of the principal prepayments on the mortgage loans only on and after the

1026 tenth anniversary of the first distribution date. However, under certain

1027

conditions described in this prospectus supplement under 'Description of the1028 Certificates -- Priority of Distributions,' the amount of principal prepayments

1029 otherwise distributable to some classes of Class B Certificates will instead be

1030 paid to other classes of these certificates with a higher priority.

1031

1032 Priority of Principal Distributions. Each class of certificates, receives its

1033 principal entitlements in the order described in 'Description of the

1034 Certificates -- Priority of Distributions' in this prospectus supplement. It is

1035 possible that, on any given distribution date, there will be insufficient

1036 payments from the mortgage loans to make the principal distributions described

1037 in this prospectus supplement. As a result, some certificates, most likely the

1038 subordinate certificates, may not receive the full amount of principal

1039 distributions to which they are entitled.

1040

1041 The Class X Certificates will not receive any distributions of principal in

1042 respect of their notional amount.

1043

1044 S-12

1045

1046

1047

1048

1049

1050 The Class PPP Certificates will not have a principal balance and will not

1051 receive any distributions of principal.

1052

1053 For a more detailed description of how distributions of principal will be

1054 allocated among the various classes of certificates, see 'Description of the

1055 Certificates -- Distributions of Principal' in this prospectus supplement.

1056

1057 CREDIT ENHANCEMENTS

1058

1059 Subordination. The senior certificates will receive distributions of interest

1060 and principal to which they are entitled before the subordinate certificates are1061


26/450

entitled to receive distributions of interest or principal. This provides credit

1062 enhancement to the senior certificates. In a similar fashion, each class of

1063 subordinate certificates will provide credit enhancement to all other

1064 subordinate certificates with lower numerical class designations.

1065

1066 Shifting of Interests. The senior certificates generally will receive their pro

1067 rata share of scheduled principal payments on each distribution date. In

1068 addition, unless credit enhancement to the senior certificates has reached a


1070 exceed specified limits, the senior certificates in the aggregate will receive

1071 100% of all principal prepayments received on the mortgage loans, net of any

1072 portion thereof applied to reduce negative amortization, until the tenth

1073 anniversary of the first distribution date. During the next four years the

1074 senior certificates in the aggregate will generally receive a disproportionately

1075

large, but decreasing, share of principal prepayments. This will result in a

1076 quicker return of principal to the senior certificates and increases the

1077 likelihood that holders of the senior certificates will be paid the full amount

1078 of principal to which they are entitled. For a more detailed description of how

1079 principal prepayments are allocated among the senior certificates and the

1080 subordinate certificates, see 'Description of the Certificates -- Principal

1081 Prepayments' in this prospectus supplement.

1082

1083 YIELD MAINTENANCE AGREEMENT

1084

1085 The holders of the Class A Certificates will have the benefit of payments, if

1086 any, from The Royal Bank of Scotland plc pursuant to a yield maintenance

1087 agreement. The yield maintenance agreement is intended to partially mitigate the

1088 risk to the Class A Certificates that the lesser of (i) LIBOR plus the related

1089 margin and (ii) 10.50% will exceed the Adjusted Weighted Average Pass-Through

1090

Rate. Payments, if any, made pursuant to the yield maintenance agreement will1091 start on the distribution date in February 2006 and will terminate after the

1092 distribution date in August 2014. The holders of the Class X, Class R, Class PPP

1093 and Class B Certificates will not have the benefit of payments made pursuant to

1094 the yield maintenance agreement. See 'Description of the

1095 Certificates -- Carryover Shortfall Amounts' in this prospectus supplement.

1096

1097 ALLOCATION OF LOSSES

1098

1099 Realized Losses. A loss is realized on a mortgage loan when the servicer

1100 determines that it has received all amounts it expects to recover for that

1101 mortgage loan and the amounts are less than the outstanding principal balance of1102 the mortgage loan and its accrued and unpaid interest. LOSSES WILL BE ALLOCATED


27/450

1103 TO THE CERTIFICATES BY DEDUCTING THE LOSSES FROM THE PRINCIPAL BALANCE OF THE

1104 CERTIFICATES WITHOUT MAKING ANY PAYMENTS TO THE CERTIFICATEHOLDERS. The amount

1105 of losses will be allocated to the most junior class of subordinate certificates

1106 then outstanding. Losses will be allocated to the senior certificates other than

1107 the Class R Certificates only after the principal balances of all of the

1108 subordinate certificates have been reduced to zero. After the principal balances

1109 of all of the subordinate certificates have been reduced to zero, any loss with

1110 respect to a mortgage loan will be allocated to the Class A and Class X

1111 Certificates, pro rata, until their respective class principal balances have

1112 been reduced to zero; provided, however, that losses that would otherwise be

1113 allocated to the Class A-1A1 Certificates will be allocated (i) first, to the

1114 Class A-1C1, Class A-1C2, Class A-1C3 and Class A-1C4 Certificates, pro rata,

1115 until their respective class principal balances have each been reduced to zero

1116 and (ii) second, to the Class A-1B1, Class A-1B2 and Class A-1B3 Certificates,

1117 pro rata, until their respective class principal balances have each been reduced

1118 to zero; provided, further, that losses that would otherwise be allocated to the

1119 Class A-1A2 Certificates will be allocated to the Class A-1C1, Class A-1C2,

1120 Class A-1C3 and Class A-1C4 Certificates, pro rata, until their respective class

1121 principal balances have each been reduced to zero; and provided,

1122

1123 S-13

1124

1125

1126

1127

1128

1129 further, that losses that would otherwise be allocated to the Class A-1B1,

1130 Class A-1B2 and Class A-1B3 Certificates will be allocated to the Class A-1C1,

1131 Class A-1C2, Class A-1C3 and Class A-1C4 Certificates, pro rata, until their

1132 respective class principal balances have each been reduced to zero.

1133

1134 YIELD CONSIDERATIONS

1135

1136 The yield to maturity on each class of certificates will depend upon, among

1137 other things:

1138

1139 the price at which the certificates are purchased;

1140

1141 the amount payable to that class as interest, as applicable;

1142

1143 the rate of prepayments (including liquidations) on the mortgage loans; and

1144

1145 whether the optional termination of the Trust occurs.


28/450

1146

1147 The Class X Certificates, which generally receive only distributions of interest

1148 (except for amounts added to their class principal balance as a result of the

1149 allocation of Net Negative Amortization, which is then distributed to the

1150 Class X Certificates as principal), will be especially sensitive to the rate of

1151 prepayments. For a discussion of special yield considerations applicable to

1152 these certificates, see 'Risk Factors' and 'Yield and Prepayment

1153 Considerations -- Yield Considerations with Respect to the Class X Certificates'

1154 in this prospectus supplement.

1155

1156 See 'Yield and Prepayment Considerations' in this prospectus supplement.

1157

1158 BOOK-ENTRY REGISTRATION

1159

1160 In general, the offered certificates, other than the Class R Certificates, will

1161 be available only in book-entry form through the facilities of The Depository

1162 Trust Company, Euroclear and Clearstream. See 'Description of the Securities --

1163 Form of Securities' in the accompanying prospectus.

1164

1165 DENOMINATIONS1166

1167 The offered certificates, other than the Class X and Class R Certificates, are

1168 offered in minimum denominations of $25,000 each and multiples of $1 in excess

1169 of $25,000.

1170

1171 The Class X Certificates are offered in minimum denominations of $100,000

1172 initial class notional amount each and multiples of $1 in excess of $100,000.

1173

1174 The Class R Certificates will have an initial class principal balance of $100

1175 and will be offered in a single certificate that represents a 99.99% interest in

1176 its class.

1177

1178 EUROPEAN ECONOMIC AREA

1179

1180 In relation to each Member State of the European Economic Area which has

1181 implemented the Prospectus Directive (each, a 'Relevant Member State'), each

1182 underwriter has represented and agreed that with effect from and including the

1183 date on which the Prospectus Directive is implemented in that Relevant Member

1184 State (the 'Relevant Implementation Date') it has not made and will not make an

1185 offer of certificates to the public in that Relevant Member State prior to the

1186 publication of a prospectus in relation to the certificates which has been

1187 approved by the competent authority in that Relevant Member State or, where1188


29/450

appropriate, approved in another Relevant Member State and notified to the

1189 competent authority in that Relevant Member State, all in accordance with the

1190 Prospectus Directive, except that it may, with effect from and including the

1191 Relevant Implementation Date, make an offer of certificates to the public in

1192 that Relevant Member State at any time:

1193

1194 (a) to legal entities which are authorized or regulated to operate in the

1195 financial markets or, if not so authorized or regulated, whose corporate

1196 purpose is solely to invest in securities;

1197

1198 (b) to any legal entity which has two or more of (1) an average of at least 250

1199 employees during the last financial year; (2) a total balance sheet of more

1200 than 'E'43,000,000 and (3) an annual net turnover of more than

1201 'E'50,000,000, as shown in its last annual or consolidated accounts; or

1202

1203 (c) in any other circumstances which do not require the publication by the

1204 issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

1205

1206 For the purposes of this provision, the expression an 'offer of certificates to

1207 the public' in relation to any certificates in any Relevant Member State means

1208 the communication in any form and by any means of sufficient information on the

1209 terms of the offer and the certificates to be offered so as

1210

1211 S-14

1212

1213

1214

1215

1216

1217 to enable an investor to decide to purchase or subscribe the certificates, as

1218 the same may be varied in that Member State by any measure implementing the

1219 Prospectus Directive in that Member State and the expression 'Prospectus

1220 Directive' means Directive 2003/71/EC and includes any relevant implementing

1221 measure in each Relevant Member State.

1222

1223 LEGAL INVESTMENT

1224

1225 As of the date of their issuance, all of the offered certificates, other than

1226 the Class B-4, Class B-5, Class B-6, Class B-7, Class B-8 and Class B-9

1227 Certificates, will be 'mortgage related securities' for purposes of the

1228

Secondary Mortgage Market Enhancement Act of 1984. See 'Certain Legal Investment1229 Aspects' in this prospectus supplement for important information concerning


30/450

1230 possible restrictions on ownership of the offered certificates by regulated

1231 institutions. You should consult your own legal advisors in determining whether

1232 and to what extent the offered certificates constitute legal investments for

1233 you.

1234

1235 ERISA CONSIDERATIONS

1236

1237 Subject to important considerations described under 'ERISA Considerations' in

1238 this prospectus supplement and in the accompanying prospectus, the offered

1239 certificates, other than the Class R Certificates, will be eligible for purchase

1240 by persons investing assets of employee benefit plans or individual retirement

1241 accounts. See 'ERISA Considerations' in this prospectus supplement and in the

1242 accompanying prospectus.

1243

1244 FEDERAL INCOME TAX CONSEQUENCES

1245

1246 For federal income tax purposes, the servicer will cause two REMIC elections to

1247 be made with respect to the Trust (exclusive of the yield maintenance

1248 agreement). The certificates, other than the Class R and Class PPP Certificates,

1249

will represent ownership of REMIC regular interests, coupled with, in the case1250 of the Class A Certificates, an interest in a yield maintenance agreement, and

1251 will generally be treated as representing ownership of debt for federal income

1252 tax purposes. You will be required to include in income all interest and

1253 original issue discount on these certificates in accordance with the accrual

1254 method of accounting regardless of your usual methods of accounting. For federal

1255 income tax purposes, the Class R Certificates will represent ownership of the

1256 REMIC residual interest. The Class PPP Certificates will not represent an

1257 interest in any REMIC.

1258

1259 For further information regarding the federal income tax consequences of

1260 investing in the offered certificates, including important information regarding1261 the tax treatment of the Class R Certificates, see 'Material Federal Income Tax

1262 Consequences' in this prospectus supplement and in the accompanying prospectus.

1263

1264 RATINGS

1265

1266 The offered certificates are required to receive the ratings from Standard &

1267 Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and

1268 Moody's Investors Service, Inc. indicated under 'Certificate Ratings' in this

1269 prospectus supplement. The ratings on the offered certificates address the

1270 likelihood of the receipt by holders of the offered certificates of all

1271 distributions on the underlying mortgage loans to which they are entitled. They1272 do not address the likely actual rate of prepayments. The rate of prepayments,


31/450

1273 if different than originally anticipated, could adversely affect the yield

1274 realized by holders of the offered certificates or cause the holders of the

1275 Class X Certificates to fail to recover their initial investment.

1276

1277 S-15

1278

1279

1280

1281

1282

1283

1284 RISK FACTORS

1285

1286 THE OFFERED CERTIFICATES ARE NOT SUITABLE INVESTMENTS FOR ALL INVESTORS. IN

1287 PARTICULAR, YOU SHOULD NOT PURCHASE ANY CLASS OF OFFERED CERTIFICATES UNLESS YOU

1288 UNDERSTAND AND ARE ABLE TO BEAR THE PREPAYMENT, CREDIT, LIQUIDITY AND MARKET

1289 RISKS ASSOCIATED WITH THAT CLASS.

1290

1291 THE OFFERED CERTIFICATES ARE COMPLEX SECURITIES AND IT IS IMPORTANT THAT YOU

1292

POSSESS, EITHER ALONE OR TOGETHER WITH AN INVESTMENT ADVISOR, THE EXPERTISE1293 NECESSARY TO EVALUATE THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT

1294 AND THE ACCOMPANYING PROSPECTUS IN THE CONTEXT OF YOUR FINANCIAL SITUATION.

1295

1296

1297

1298 THERE IS NO GUARANTEE THAT YOU WILL RECEIVE As the mortgagors make payments of interest and

1299 PRINCIPAL PAYMENTS ON YOUR CERTIFICATES AT ANY principal on their mortgage loans, you will receive

1300 SPECIFIC RATE OR ON ANY SPECIFIC DATES payments. Because the mortgagors are free to make

1301 those payments faster than scheduled, you may

1302 receive distributions faster than you expected.

1303 There is no guarantee that you will receive1304 principal payments on your certificates at any

1305 specific rate or on any specific dates.

1306

1307 THE YIELD ON YOUR CERTIFICATES IS DIRECTLY The yield to maturity on your certificates is

1308 RELATED TO THE PREPAYMENT RATE ON THE MORTGAGE directly related to the rate at which the

1309 LOANS mortgagors pay principal on the mortgage loans.

1310 Principal payments on the mortgage loans may be in

1311 the following forms:

1312

1313 scheduled principal payments; and

1314

1315


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principal prepayments, which consist of:

1316

1317 prepayments in full on a mortgage loan;

1318

1319 partial prepayments on a mortgage loan; and

1320

1321 liquidation principal, which is the principal

1322 recovered after foreclosing on or otherwise

1323 liquidating a defaulted mortgage loan.

1324

1325 Each mortgage loan owned by the Trust is an

1326 adjustable-rate mortgage loan with an initial

1327 fixed-rate period. In general, during the initial

1328 fixed-rate period of one, two, three or twelve

1329 months, if prevailing mortgage interest rates

1330 decline significantly below the mortgage interest

1331 rates on the mortgage loans, the prepayment rate

1332 may increase. Penalties for early prepayment may

1333 also affect the prepayment rate, as they may

1334

discourage mortgagors from prepaying their mortgage1335 loans during the period such prepayment penalties

1336 are in effect, even in a declining interest rate

1337 environment. See 'Description of the Mortgage Pool'

1338 in this prospectus supplement for a description of

1339 prepayment penalties imposed on the mortgage loans.

1340 General economic conditions and homeowner mobility

1341 will also affect the prepayment rate. See 'Yield

1342 and Prepayment Considerations' in this prospectus

1343 supplement and 'Yield and Maturity Considerations'

1344 in the accompanying prospectus. The prepayment rate

1345 may affect the yield on all of the offered1346 certificates. However, if you have purchased a

1347 Class X Certificate, the prepayment rate will be

1348 especially important to you.

1349

1350 Washington Mutual Mortgage Securities Corp., an

1351 affiliate of the depositor, filed with the

1352 Securities and Exchange Commission on October 31,

1353 2005 limited historical

1354

1355

1356 S-161357


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1358

1359

1360

1361

1362

1363

1364 information concerning principal prepayment

1365 experience of adjustable rate negative amortization

1366 mortgage loans. However, this historical

1367 information may not be comparable to prepayments

1368 expected to be experienced by the mortgage pool.

1369 See 'Yield and Prepayment Considerations -- Lack of

1370 Historical Prepayment Data' in this prospectus

1371 supplement. If prevailing mortgage interest rates

1372 fall significantly, adjustable-rate mortgage loans

1373 could be subject to higher prepayment rates than if

1374 prevailing mortgage interest rates remain constant

1375 because the availability of fixed-rate mortgage

1376 loans at competitive interest rates may encourage

1377

mortgagors to refinance their mortgage loans to1378 'lock in' lower fixed interest rates. The features

1379 of adjustable-rate mortgage loan programs during

1380 the past years have varied significantly in

1381 response to market conditions including the

1382 interest-rate environment, consumer demand,

1383 regulatory restrictions and other factors. The lack

1384 of uniformity of the terms and provisions of those

1385 adjustable-rate mortgage loan programs have made it

1386 impracticable to compile meaningful comparative

1387 data on prepayment rates and, accordingly, we

1388 cannot assure you as to the rate of prepayments on1389 the mortgage loans in stable or changing interest

1390 rate environments.

1391

1392 From time to time, the servicer may implement

1393 programs to solicit mortgagors of qualifying

1394 mortgage loans that it services for refinance,

1395 including mortgage loans underlying the

1396 certificates. While those programs will not

1397 specifically target the mortgage loans underlying

1398 the certificates for refinance, they may have the

1399 effect of accelerating the prepayment rate of those


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1400 mortgage loans, which would adversely affect the

1401 yield on all classes of certificates purchased at a

1402 premium, particularly the Class X Certificates.

1403

1404 THE YIELD ON YOUR CERTIFICATES MAY BE LIMITED BY Each mortgage loan has a maximum mortgage interest

1405 MAXIMUM MORTGAGE INTEREST RATES rate, which may prevent the mortgage interest rate

1406 on a mortgage loan from increasing, despite

1407 prevailing market interest rates. As a result, the

1408 yield on your certificates may be adversely

1409 affected.

1410

1411 AN OPTIONAL TERMINATION OF THE TRUST MAY When the aggregate principal balance of the

1412 ADVERSELY AFFECT THE OFFERED CERTIFICATES mortgage loans owned by the Trust has been reduced

1413 to less than 10% of that balance as of December 1,

1414 2005, the servicer may purchase all of the mortgage

1415 loans owned by the Trust, which will terminate the

1416

Trust. See 'Description of the

1417 Certificates -- Optional Termination of the Trust'

1418 in this prospectus supplement. If this happens, the

1419 purchase price paid by the servicer will be passed

1420 through to the certificateholders. This would have

1421 the same effect as if all of the remaining

1422 mortgagors made prepayments in full on the last day

1423 of the month. Since the Class X Certificates

1424 generally receive only distributions of interest

1425 (except for interest added to their class principal

1426 balance as a result of the allocation of any Net

1427 Negative Amortization, which is then distributed to

1428 the Class X Certificates as principal), an optional

1429

termination of the Trust would adversely affect1430

1431

1432 S-17

1433

1434

1435

1436

1437

1438

1439

1440 holders of those certificates. In addition, any1441 other class of certificates purchased at a premium


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1442 could be adversely affected by an optional

1443 termination of the Trust.

1444

1445 EVEN IF THE INDEX REMAINS CONSTANT, THE MINIMUM Although none of the mortgage loans were in their

1446 MONTHLY PAYMENT ON THE MORTGAGE LOANS MAY BE fixed-rate period as of the Cut-Off Date, the

1447 LESS THAN THE ACTUAL INTEREST DUE FOR THE FIRST minimum monthly payment for the entire first year

1448 FIVE YEARS, INCREASING THE LIKELIHOOD OF following origination of the mortgage loan reflects

1449 NEGATIVE AMORTIZATION DURING THE EARLY YEARS OF the fixed rate in effect during that initial

1450

THE MORTGAGE LOANS fixed-rate period, which will generally be lower1451 than the fully indexed rate in effect at any time

1452 during the first year. Therefore, even if the index

1453 does not increase, the minimum monthly payment

1454 during the first five years of the mortgage loan

1455 may not be enough to pay the amount of interest due

1456 on the mortgage loan at the fully indexed rate,

1457 which is calculated based on the sum of the index

1458 and the margin.

1459

1460 If the mortgagor chooses to pay the minimum monthly

1461 payment rather than the other higher payment1462 options, this will lead to an increase in the

1463 outstanding principal balance of the mortgage loan

1464 in the form of negative amortization. Even after

1465 the first year, when the minimum monthly payment

1466 may increase by 7.5%, this adjustment may not be

1467 enough to raise the minimum monthly payment to the

1468 amount necessary to pay the interest due on the

1469 mortgage loan based on the sum of the index and the

1470 margin in effect during the following year. If the

1471 new minimum monthly payment is still less than the

1472 fully indexed rate during the following year, there

1473 will continue to be negative amortization if the

1474 mortgagor chooses to pay the minimum monthly

1475 payment.

1476

1477 Therefore the effect of the initial fixed rate at

1478 the beginning of the life of the mortgage loan may

1479 continue to cause the minimum monthly payment to be

1480 less than the monthly interest due on the mortgage

1481 loan until the fifth anniversary of the first due

1482

date when the minimum monthly payment will be reset1483 to a fully-amortizing payment regardless of the


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1484 7.5% limit.

1485

1486 NEGATIVE AMORTIZATION MAY INCREASE LOSSES When interest due on a mortgage loan is added to

1487 APPLIED TO YOUR CERTIFICATES the principal balance of the mortgage loan through

1488 negative amortization, the mortgaged property

1489 provides proportionally less security for the

1490 repayment of the mortgage loan. Therefore, if the

1491 mortgagor defaults on the mortgage loan there is a

1492 greater likelihood that a loss will be incurred

1493 upon the liquidation of the mortgaged property.

1494 Furthermore, the loss will be larger than would

1495 otherwise have been recognized in the absence of

1496 negative amortization. Certificateholders will bear

1497 these losses as described in 'Description of the

1498 Certificates -- Subordination and Allocation of

1499 Losses' in this prospectus supplement.

1500

1501 ALLOCATIONS OF NET NEGATIVE AMORTIZATION MAY For any given month in which interest due on

1502 AFFECT YOUR YIELD mortgage loans is added to the principal balance of

1503 those mortgage loans through negative amortization,

1504 the reduction in interest distributions resulting

1505 from such negative

1506

1507

1508 S-18

1509

1510

1511

1512

1513

1514

1515

1516 amortization may be offset, in part, by applying

1517 certain principal prepayments received on the

1518 mortgage loans to interest distributions on the

1519 certificates. For any distribution date, the

1520 excess, if any, of negative amortization on the

1521 mortgage loans over the principal prepayments

1522 received on the mortgage loans, or Net Negative

1523 Amortization, will be deducted from the interest

1524 payable to the certificates as described in

1525 'Description of the Certificates -- Distributions1526 of Interest' in this prospectus supplement. The Net


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1527 Negative Amortization, for any distribution date,

1528 will be allocated first to the Class X Certificates

1529 until the interest otherwise payable to the

1530 Class X Certificates is reduced to zero, and then

1531 to the other classes of certificates in the manner

1532 described in 'Description of the Certificates --

1533 Distributions of Interest' in this prospectus

1534 supplement. The amount of the reduction of accrued

1535 interest distributable to each class of

1536 certificates attributable to Net Negative

1537 Amortization will be added t

Glaski Prospectus and PSA

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