EXHIBIT 4.1
<PAGE>
EXECUTION COPY
==============
INDYMAC ABS, INC.
Depositor
INDYMAC BANK, F.S.B.
Seller and Master Servicer
DEUTSCHE BANK NATIONAL TRUST COMPANY
Trustee and Supplemental Interest Trust Administrator
____________________________________
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2005
____________________________________
HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST
Series INABS 2005-C
HOME EQUITY MORTGAGE LOAN ASSET-BACKED CERTIFICATES
Series INABS 2005-C
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
<S>
<C>
Section 1.01 Definitions
Section 1.02 Rules of Construction
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,
Warranties, and Covenants of the Seller and the Master Servicer
Section 2.04 Representations and
Warranties of the Depositor as to the Mortgage Loans
Section 2.05 Delivery of Opinion of
Counsel in Connection with Substitutions and Repurchases
Section 2.06 Execution and Delivery
of Certificates
Section 2.07 Conveyance of
Subsequent Mortgage Loans
Section 2.08 REMIC Matters
Section 2.09 Covenants of the
Master Servicer
ARTICLE
III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01 Master Servicer to
Service Mortgage Loans
Section 3.02 Subservicing;
Enforcement of the Obligations of Subservicers
Section 3.03 [Reserved]
Section 3.04 No Contractual
Relationship Between Subservicers and the Trustee
Section 3.05 Trustee to Act as
Master Servicer
Section 3.06 Collection of Mortgage
Loan Payments; Servicing Accounts; Collection Account;
Certificate Account; Distribution Account; Excess Reserve Fund
Account
Section 3.07 Collection of Taxes,
Assessments, and Similar Items Escrow Accounts
Section 3.08 Access to Certain
Documentation and Information Regarding the Mortgage Loans
Section 3.09 Permitted Withdrawals
from the Certificate Account, the Distribution Account, the
Interest Coverage Account and the Excess Reserve Fund Account
Section 3.10 Maintenance of Hazard
Insurance; Maintenance of Primary Insurance Policies
Section 3.11 Enforcement of Due-On-Sale
Clauses; Assumption Agreements
Section 3.12 Realization Upon
Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans
Section 3.13 Trustee to Cooperate;
Release of Mortgage Files
Section 3.14 Documents, Records,
and Funds in Possession of the Master Servicer to be Held for the
Trustee
Section 3.15 Servicing
Compensation
Section 3.16 Access to Certain
Documentation
Section 3.17 Annual Statement as to
Compliance
Section 3.18 Annual Independent
Public Accountants' Servicing Statement; Financial Statements
Section 3.19 Errors and Omissions
Insurance; Fidelity Bonds
Section 3.20 Notification of
Adjustments
Section 3.21 Prepayment Charges
Section 3.22 Pre-Funding
Accounts
Section 3.23 Interest Coverage
Accounts
ARTICLE IV
DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
Section 4.01 Advances
Section 4.02 Priorities of
Distribution
Section 4.03 Monthly Statements to
Certificateholders
Section 4.04 Cap Contract
Section 4.05 Supplemental Interest
Trust
Section 4.06 Tax Treatment of Net
Swap Payments and Swap Termination Payments
Section 4.07 Certain Matters
Relating to the Determination of LIBOR
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 MASTER SERVICER
Section 6.01 Respective Liabilities
of the Depositor and the Master Servicer
Section 6.02 Merger or
Consolidation of the Depositor or the Master Servicer
Section 6.03 Limitation on
Liability of the Depositor, the Seller, the Master Servicer, and
Others
Section 6.04 Limitation on
Resignation of the Master Servicer
Section 6.05 Inspection
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
AND THE SUPPLEMENTAL INTEREST TRUST ADMINISTRATOR
Section 8.01 Duties of the Trustee
and the Supplemental Interest Trust Administrator
Section 8.02 Certain Matters
Affecting the Trustee and the Supplemental Interest Trust
Administrator
Section 8.03 Trustee and
Supplemental Interest Trust Administrator Not Liable for
Certificates or Mortgage Loans
Section 8.04 Trustee and
Supplemental Interest Trust Administrator May Own Certificates
Section 8.05 Trustee's Fees and
Expenses
Section 8.06 Eligibility
Requirements for the Trustee and the Supplemental Interest Trust
Administrator
Section 8.07 Resignation and
Removal of the Trustee and the Supplemental Interest Trust
Administrator
Section 8.08 Successor Trustee or
Supplemental Interest Trust Administrator
Section 8.09 Merger or
Consolidation of the Trustee or the Supplemental Interest Trust
Administrator
Section 8.10 Appointment of
Co-Trustee or Separate Trustee
Section 8.11 Tax Matters
Section 8.12 Periodic Filings
Section 8.13 [Reserved]
Section 8.14 [Reserved]
Section 8.15 Access to Records of
Trustee
Section 8.16 Suits for
Enforcement
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
Section 9.04 Termination of the
Supplemental Interest Trust
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
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 Official Record
Section 10.12 Protection of Assets
Section 10.13 Qualifying Special Purpose
Entity
Section 10.14 Rights of NIM Insurer
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULES
<S>
<C>
Schedule I Mortgage
Loan Schedule
Schedule II: Representations and
Warranties of the Seller/Master Servicer as of the Closing Date
Schedule III: Representations and
Warranties as to the Mortgage Loans as of the Closing Date or
Cut-off Date, as applicable
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
<S>
<C>
Exhibit A: Form of
Class A and Subordinated Certificates
Exhibit B: Form of
Class P Certificate
Exhibit C: Form of
Class R Certificate
Exhibit D: Form of
Class C Certificate
Exhibit E:
[Reserved]
Exhibit F: Form of
Reverse of Certificates
Exhibit G-1: Form of Initial
Certification of Trustee
Exhibit G-2: Form of Delayed
Delivery Certification
Exhibit H: Form of
Final Certification of Trustee
Exhibit I: Form of
Transfer Affidavit
Exhibit J: Form of
Transferor Certificate
Exhibit K: Form of
Swap Agreement
Exhibit L: Form of
Rule 144A Letter
Exhibit M: Form of
Request for Release (for Trustee)
Exhibit N: Form of
Request for Release (Mortgage Loan Paid in Full, Repurchased, and
Released)
Exhibit O: Form of
Trustee Certification
Exhibit P: Form of
Addition Notice
Exhibit Q: Form of
Subsequent Transfer Instrument
</TABLE>
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of September 1,
2005,
among IndyMac ABS, Inc., a Delaware
corporation, as depositor (the "DEPOSITOR"),
IndyMac Bank, F.S.B. ("INDYMAC"), a federal
savings bank, as seller (in that
capacity, the "SELLER") and as master
servicer (in that capacity, the "MASTER
SERVICER"), and Deutsche Bank National
Trust Company, a national banking
association, as trustee (the "TRUSTEE") and
as supplemental interest trust
administrator (the "SUPPLEMENTAL INTEREST
TRUST ADMINISTRATOR"),
WITNESSETH THAT
In consideration of the mutual agreements herein contained, the
parties
agree as follows:
PRELIMINARY STATEMENT
The Depositor intends to sell pass-through certificates
(collectively,
the "CERTIFICATES"), to be issued hereunder
in multiple classes, which in the
aggregate will evidence the entire
beneficial ownership interest in each REMIC
(as defined herein) created hereunder. The
Trust Fund will consist of a
segregated pool of assets consisting of the
Mortgage Loans and certain other
related assets subject to this
Agreement.
<PAGE>
REMIC I
As provided herein, the Trustee will elect to treat the segregated
pool
of assets consisting of the Mortgage Loans
and certain other related assets
(other than the Pre-Funding Accounts, any
Subsequent Mortgage Loan Interest, the
Excess Reserve Fund Account, the Interest
Coverage Account, the Cap Contract,
the Supplemental Interest Trust and the
Swap Agreement) subject to this
Agreement as a REMIC for federal income tax
purposes, and such segregated pool
of assets will be designated as REMIC I.
The Class R-I Interest will be the sole
class of residual interests in REMIC I for
purposes of the REMIC Provisions (as
defined herein). The following table
irrevocably sets forth the designation, the
REMIC I Remittance Rate, the initial
Uncertificated Balance and, for purposes of
satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the latest possible
maturity date for each of the REMIC I
Regular Interests (as defined herein).
None of the REMIC I Regular Interests will
be certificated.
<TABLE>
<CAPTION>
Class
Initial Uncertificated
Latest Possible
Designation
REMIC I Remittance Rate
Balance
Maturity Date(1)
-----------
-----------------------
-------
----------------
<S>
<C>
<C>
<C>
Class I-LT1
Variable(2)
$
320,475,566.80 October
25, 2035
Class I-LT1PF
Variable(2)
$
17,033,691.02 October
25, 2035
Class I-LT2
Variable(2)
$
349,506,812.99 October
25, 2035
Class I-LT2PF
Variable(2)
$
12,983,829.19 October
25, 2035
Class I-LTP
Variable(2)
$
100.00 October
25, 2035
</TABLE>
----------------
(1) For
purposes of Treasury Regulation Section
1.860G-1(a)(4)(iii), the Distribution Date
immediately following the maturity
date for the Mortgage Loan with the latest
maturity date has been designated as
the latest possible maturity date for each
REMIC I Regular Interest.
(2) Calculated
in accordance with the definition of REMIC I
Remittance Rate herein.
<PAGE>
REMIC
II
As provided herein, the Trustee will elect to treat the segregated
pool
of assets consisting of the REMIC I Regular
Interests as a REMIC for federal
income tax purposes, and such segregated
pool of assets will be designated as
REMIC II. The Class R-II Interest will
evidence the sole class of residual
interests in REMIC II for purposes of the
REMIC Provisions. The following table
irrevocably sets forth the designation, the
REMIC II Remittance Rate, the
initial Uncertificated Balance and, for
purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the
latest possible maturity date for
each of the REMIC II Regular Interests (as
defined herein). None of the REMIC II
Regular Interests will be certificated.
<PAGE>
Latest
Rremic II
Initial
Possible
Designation Remittance Rate
Uncertificated Balance Maturity Date(1)
----------- ---------------
---------------------- ----------------
I
Variable(2)
$
47,396,339.12 October 25, 2035
I-1-A
Variable(2)
$
4,391,478.90 October 25, 2035
I-1-B
Variable(2)
$
4,391,478.90 October 25, 2035
I-2-A
Variable(2)
$
4,881,108.55 October 25, 2035
I-2-B
Variable(2)
$
4,881,108.55 October 25, 2035
I-3-A
Variable(2)
$
5,346,871.46 October 25, 2035
I-3-B
Variable(2)
$
5,346,871.46 October 25, 2035
I-4-A
Variable(2)
$
5,718,131.76 October 25, 2035
I-4-B
Variable(2)
$
5,718,131.76 October 25, 2035
I-5-A
Variable(2)
$
6,019,961.55
October
25, 2035
I-5-B
Variable(2)
$
6,019,961.55 October 25, 2035
I-6-A
Variable(2)
$
5,861,332.15 October 25, 2035
I-6-B
Variable(2)
$
5,861,332.15 October 25, 2035
I-7-A
Variable(2)
$
5,588,672.81 October 25, 2035
I-7-B
Variable(2)
$
5,588,672.81 October 25, 2035
I-8-A
Variable(2)
$
5,327,826.29 October 25, 2035
I-8-B
Variable(2)
$
5,327,826.29 October 25, 2035
I-9-A
Variable(2)
$
5,079,515.84 October 25, 2035
I-9-B
Variable(2)
$
5,079,515.84 October 25, 2035
I-10-A
Variable(2)
$ 4,842,536.05
October
25, 2035
I-10-B
Variable(2)
$
4,842,536.05 October 25, 2035
I-11-A
Variable(2)
$
4,617,128.01 October 25, 2035
I-11-B
Variable(2)
$
4,617,128.01 October 25, 2035
I-12-A
Variable(2)
$
4,401,845.26 October 25, 2035
I-12-B
Variable(2)
$
4,401,845.26 October 25, 2035
I-13-A
Variable(2)
$
4,198,616.41 October 25, 2035
I-13-B Variable(2)
$
4,198,616.41 October 25, 2035
I-14-A
Variable(2)
$
4,012,986.26 October 25, 2035
I-14-B
Variable(2)
$
4,012,986.26 October 25, 2035
I-15-A
Variable(2)
$
3,873,402.04 October 25, 2035
I-15-B
Variable(2)
$
3,873,402.04 October 25, 2035
I-16-A
Variable(2)
$
6,405,686.53 October 25, 2035
I-16-B
Variable(2)
$
6,405,686.53 October 25, 2035
I-17-A
Variable(2)
$
6,551,779.87 October 25, 2035
I-17-B
Variable(2)
$
6,551,779.87 October 25, 2035
I-18-A
Variable(2)
$
5,883,511.34 October 25, 2035
I-18-B
Variable(2)
$
5,883,511.34 October 25, 2035
I-19-A
Variable(2)
$
5,282,744.68 October 25, 2035
I-19-B
Variable(2)
$
5,282,744.68 October 25, 2035
I-20-A
Variable(2)
$
4,731,157.96 October 25, 2035
I-20-B
Variable(2)
$
4,731,157.96 October 25, 2035
I-21-A
Variable(2)
$
3,029,869.72 October 25, 2035
I-21-B
Variable(2)
$
3,029,869.72 October 25, 2035
I-22-A
Variable(2)
$
2,477,318.69 October 25, 2035
I-22-B
Variable(2)
$
2,477,318.69 October 25, 2035
I-23-A
Variable(2)
$
2,339,422.01 October 25, 2035
I-23-B
Variable(2)
$
2,339,422.01 October 25, 2035
I-24-A
Variable(2)
$
2,210,204.14 October 25, 2035
I-24-B
Variable(2)
$
2,210,204.14 October 25, 2035
I-25-A
Variable(2)
$
2,089,665.08 October 25, 2035
I-25-B
Variable(2)
$
2,089,665.08 October 25, 2035
I-26-A
Variable(2)
$
1,976,358.37 October 25, 2035
I-26-B
Variable(2)
$
1,976,358.27
October 25, 2035
I-27-A
Variable(2)
$
1,869,319.69 October 25, 2035
I-27-B
Variable(2)
$
1,869,319.69 October 25, 2035
I-28-A
Variable(2)
$
1,768,307.96 October 25, 2035
I-28-B
Variable(2)
$
1,768,307.96 October 25, 2035
I-29-A
Variable(2)
$
18,688,134.22 October 25, 2035
I-29-B
Variable(2)
$
18,688,134.22 October 25, 2035
I-30-A
Variable(2) $
552,309.96
October 25, 2035
I-30-B
Variable(2)
$
552,309.96
October 25, 2035
I-31-A
Variable(2)
$
529,889.69
October 25, 2035
I-31-B
Variable(2)
$
529,889.69
October 25, 2035
I-32-A
Variable(2)
$
508,192.66
October 25, 2035
I-32-B
Variable(2)
$
508,192.66
October 25, 2035
I-33-A
Variable(2)
$
487,701.02
October 25, 2035
I-33-B
Variable(2)
$
487,701.02
October 25, 2035
I-34-A
Variable(2)
$
467,932.62
October 25, 2035
I-34-B
Variable(2)
$
467,932.62
October 25, 2035
I-35-A
Variable(2)
$
1,279,883.70 October 25, 2035
I-35-B
Variable(2)
$
1,279,883.70 October 25, 2035
I-36-A
Variable(2)
$
380,662.34
October 25, 2035
I-36-B
Variable(2)
$
380,662.34
October 25, 2035
I-37-A
Variable(2)
$
366,197.65
October 25, 2035
I-37-B
Variable(2)
$
366,197.65
October 25, 2035
I-38-A
Variable(2)
$
352,697.28
October 25, 2035
I-38-B
Variable(2)
$
352,697.28
October 25, 2035
I-39-A
Variable(2)
$
339,196.90
October 25, 2035
I-39-B
Variable(2)
$
339,196.90
October 25, 2035
I-40-A
Variable(2)
$
326,901.92
October 25, 2035
I-40-B
Variable(2)
$
326,901.92
October 25, 2035
II
Variable(2)
$
50,904,560.88 October 25, 2035
II-1-A
Variable(2)
$
4,716,521.10 October 25, 2035
II-1-B
Variable(2)
$
4,716,521.10 October 25, 2035
II-2-A
Variable(2)
$
5,242,391.45 October 25, 2035
II-2-B
Variable(2)
$
5,242,391.45 October 25, 2035
II-3-A
Variable(2)
$
5,742,628.54 October 25, 2035
II-3-B
Variable(2)
$
5,742,628.54 October 25, 2035
II-4-A
Variable(2)
$
6,141,368.24 October 25, 2035
II-4-B
Variable(2)
$
6,141,368.24 October 25, 2035
II-5-A
Variable(2)
$
6,465,538.45 October 25, 2035
II-5-B
Variable(2)
$
6,465,538.45 October 25, 2035
II-6-A
Variable(2)
$
6,295,167.85 October 25, 2035
II-6-B
Variable(2)
$
6,295,167.85 October 25, 2035
II-7-A
Variable(2)
$
6,002,327.19 October 25, 2035
II-7-B
Variable(2)
$
6,002,327.19 October 25, 2035
II-8-A
Variable(2)
$
5,722,173.71 October 25, 2035
II-8-B
Variable(2)
$
5,722,173.71 October 25, 2035
II-9-A
Variable(2)
$
5,455,484.15 October 25, 2035
II-9-B
Variable(2)
$
5,455,484.15 October 25, 2035
I-10-A
Variable(2)
$
5,200,963.95 October 25, 2035
II-10-B
Variable(2)
$
5,200,963.95 October 25, 2035
II-11-A
Variable(2)
$
4,958,871.99 October 25, 2035
II-11-B
Variable(2)
$
4,958,871.99 October 25, 2035
II-12-A
Variable(2)
$
4,727,654.74 October 25, 2035
II-12-B
Variable(2)
$
4,727,654.74 October 25, 2035
II-13-A
Variable(2)
$
4,509,383.59 October 25, 2035
II-13-B
Variable(2)
$
4,509,383.59 October 25, 2035
II-14-A
Variable(2)
$
4,310,013.74 October 25, 2035
II-14-B
Variable(2)
$
4,310,013.74 October 25, 2035
II-15-A
Variable(2)
$
4,160,097.96 October 25, 2035
II-15-B
Variable(2)
$
4,160,097.96 October 25, 2035
II-16-A
Variable(2)
$
6,879,813.47 October 25, 2035
II-16-B
Variable(2)
$
6,879,813.47 October 25, 2035
II-17-A
Variable(2)
$
7,036,720.13 October 25, 2035
II-17-B
Variable(2)
$
7,036,720.13 October 25, 2035
II-18-A
Variable(2)
$
6,318,988.66 October 25, 2035
II-18-B
Variable(2)
$
6,318,988.66 October 25, 2035
II-19-A
Variable(2)
$
5,673,755.32 October 25, 2035
II-19-B
Variable(2)
$
5,673,755.32 October 25, 2035
II-20-A
Variable(2)
$
5,081,342.04 October 25, 2035
II-20-B
Variable(2)
$
5,081,342.04 October 25, 2035
II-21-A
Variable(2)
$
3,254,130.28 October 25, 2035
II-21-B
Variable(2)
$
3,254,130.28 October 25, 2035
II-22-A
Variable(2)
$
2,660,681.31 October 25, 2035
II-22-B
Variable(2)
$
2,660,681.31 October 25, 2035
II-23-A
Variable(2)
$
2,512,577.99 October 25, 2035
II-23-B
Variable(2)
$
2,512,577.99 October 25, 2035
II-24-A
Variable(2)
$
2,373,795.86 October 25, 2035
II-24-B
Variable(2)
$
2,373,795.86 October 25, 2035
II-25-A
Variable(2)
$
2,244,334.92 October 25, 2035
II-25-B
Variable(2)
$
2,244,334.92 October 25, 2035
II-26-A
Variable(2)
$
2,122,641.63
October
25, 2035
II-26-B
Variable(2)
$
2,122,641.63 October 25, 2035
II-27-A
Variable(2)
$
2,007,680.31 October 25, 2035
II-27-B
Variable(2)
$
2,007,680.31 October 25, 2035
II-28-A
Variable(2)
$
1,899,192.04 October 25, 2035
II-28-B
Variable(2)
$
1,899,192.04 October 25, 2035
II-29-A
Variable(2)
$
20,071,365.78 October 25, 2035
II-29-B
Variable(2)
$
20,071,365.78 October 25, 2035
II-30-A
Variable(2)
$
593,190.04
October 25, 2035
II-30-B
Variable(2)
$
593,190.04
October 25, 2035
II-31-A
Variable(2)
$
569,110.31
October
25, 2035
II-31-B
Variable(2)
$
569,110.31
October 25, 2035
II-32-A
Variable(2)
$
545,807.34
October 25, 2035
II-32-B
Variable(2)
$
545,807.34
October 25, 2035
II-33-A
Variable(2)
$
523,798.98
October 25, 2035
II-33-B
Variable(2)
$
523,798.98
October 25, 2035
II-34-A
Variable(2)
$
502,567.38
October 25, 2035
II-34-B Variable(2)
$
502,567.38
October 25, 2035
II-35-A
Variable(2)
$
1,374,616.30 October 25, 2035
II-35-B
Variable(2)
$
1,374,616.30 October 25, 2035
II-36-A
Variable(2)
$
408,837.66
October 25, 2035
II-36-B
Variable(2)
$
408,837.66
October 25, 2035
II-37-A
Variable(2)
$
393,302.35
October 25, 2035
II-37-B
Variable(2)
$
393,302.35
October 25, 2035
I-38-A
Variable(2)
$
378,802.72
October 25, 2035
II-38-B
Variable(2)
$
378,802.72
October 25, 2035
II-39-A
Variable(2)
$
364,303.10
October 25, 2035
II-39-B
Variable(2)
$
364,303.10
October 25, 2035
II-40-A
Variable(2)
$
351,098.08
October 25, 2035
II-40-B
Variable(2)
$
351,098.08
October 25, 2035
P
Variable(2)
$
100.00
October 25, 2035
----------------
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity
date for the Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for each REMIC
II
Regular Interest.
(2) Calculated
in accordance with the definition of "REMIC II Remittance
Rate" herein.
<PAGE>
REMIC III
As provided herein, the Trustee will elect to treat the segregated
pool
of assets consisting of the REMIC II
Regular Interests as a REMIC for federal
income tax purposes, and such segregated
pool of assets will be designated as
REMIC III. The Class R-III Interest will
evidence the sole class of residual
interests in REMIC III for purposes of the
REMIC Provisions. The following table
irrevocably sets forth the designation, the
REMIC III Remittance Rate, the
initial Uncertificated Balance and, for
purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the
latest possible maturity date for
each of the REMIC III Regular Interests (as
defined herein). None of the REMIC
III Regular Interests will be
certificated.
Latest
Rremic III
Initial
Possible
Designation Remittance Rate
Uncertificated Balance Maturity Date(1)
----------- ---------------
---------------------- ----------------
LTAA
Variable(2)
$
342,999,951.00 October 25, 2035
LTAI1
Variable(2)
$
1,344,975.00 October 25, 2035
LTAII1
Variable(2)
$
653,500.00
October 25, 2035
LTAII2
Variable(2)
$
682,750.00
October 25, 2035
LTAII3
Variable(2)
$
108,275.00
October 25, 2035
LTM1
Variable(2)
$
127,750.00
October 25, 2035
LTM2
Variable(2)
$
112,000.00
October 25, 2035
LTM3
Variable(2)
$
75,250.00
October 25, 2035
LTM4
Variable(2)
$
56,000.00
October 25, 2035
LTM5
Variable(2)
$
56,000.00
October 25, 2035
LTM6
Variable(2)
$
49,000.00
October 25, 2035
LTM7
Variable(2)
$
52,500.00
October 25, 2035
LTM8
Variable(2)
$
36,750.00
October 25, 2035
LTM9
Variable(2)
$
31,500.00
October 25, 2035
LTM10
Variable(2)
$
12,250.00
October 25, 2035
LTM11
Variable(2)
$
35,000.00
October 25, 2035
LTZZ
Variable(2)
$
3,566,499.00 October 25, 2035
LTP
Variable(2)
$
100.00
October 25, 2035
LTIO
Variable(2)
(3)
October 25, 2035
LT1SUB
Variable(2)
$
6,851.43
October 25, 2035
LT1GRP
Variable(2)
$
32,047.57
October 25, 2035
LT2SUB
Variable(2)
$
7,358.56
October 25, 2035
LT2GRP
Variable(2)
$
34,950.68
October 25, 2035
LTXX
Variable(2)
$
349,918,741.76 October 25, 2035
----------------
(1) For
purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii),
the
Distribution Date immediately following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated as
the
latest possible maturity date for each REMIC III Regular
Interest.
(2) Calculated
in accordance with the definition of REMIC III Remittance
Rate herein.
(3) REMIC III
Regular Interest LTIO will not have a Certificate Principal
Balance, but will accrue interest on its Uncertificated
Notional
Amount, as defined herein.
<PAGE>
REMIC IV
As provided herein, the Trustee will elect to treat the segregated
pool
of assets consisting of the REMIC III
Regular Interests as a REMIC for federal
income tax purposes, and such segregated
pool of assets will be designated as
REMIC IV. The Class R-IV Interest will
evidence the sole class of residual
interests in REMIC IV for purposes of the
REMIC Provisions. The following table
irrevocably sets forth the designation, the
Pass-Through Rate, the initial
aggregate Certificate Principal Balance
and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the
latest possible maturity date for
the indicated Classes of Certificates.
Each Certificate, other than the Class R Certificates,
generally
represents ownership of a regular interest
in REMIC IV and also represents (i)
the right to receive payments with respect
to the Net WAC Cap Carry Forward
Amount and (ii) the obligation to pay the
Class IO Distribution Amount (as
defined herein). The entitlement to
principal of each REMIC 4 Regular Interest
ownership of which is represented by a
regular interest which corresponds to
each Certificate shall be equal in amount
and timing to the entitlement to
principal of such Certificate.
<TABLE>
<CAPTION>
Initial Aggregate
Certificate Principal Latest Possible
Designation
Pass-Through Rate
Balance
Maturity Date(1)
-----------
-----------------
-------
----------------
<S>
<C>
<C>
<C>
Class A-I-1
Variable(2) $
268,995,000.00 October 25, 2035
Class A-II-1
Variable(2) $
130,700,000.00 October 25, 2035
Class A-II-2
Variable(2) $
136,550,000.00 October 25, 2035
Class A-II-3
Variable(2) $
21,655,000.00 October 25, 2035
Class M-1
Variable(2) $
25,550,000.00 October 25, 2035
Class M-2
Variable(2) $
22,400,000.00 October 25, 2035
Class M-3
Variable(2) $
15,050,000.00 October 25, 2035
Class M-4
Variable(2) $
11,200,000.00 October 25, 2035
Class M-5
Variable(2) $
11,200,000.00 October 25, 2035
Class M-6
Variable(2) $
9,800,000.00 October 25, 2035
Class M-7
Variable(2) $
10,500,000.00 October 25, 2035
Class M-8
Variable(2) $
7,350,000.00 October 25, 2035
Class M-9
Variable(2) $
6,300,000.00 October 25, 2035
Class M-10
Variable(2) $
2,450,000.00 October 25, 2035
Class M-11
Variable(2) $
7,000,000.00 October 25, 2035
Class C
Variable(2)(3) $
13,299,900.00 October 25, 2035
Class P
(4)
$
100.00
October 25, 2035
Class IO Interest
(5)
(6)
October 25, 2035
</TABLE>
----------------
(1) For
purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii),
the
Distribution Date immediately following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated as
the
latest possible maturity date for each Class of Certificates.
(2) Calculated
in accordance with the definition of Pass-Through Rate
herein.
(3) The Class
C Certificates will accrue interest at their variable
Pass-Through Rate on the Notional Amount of the Class C
Certificates
outstanding from time to time, which shall equal the
Uncertificated
Balance of the REMIC II Regular Interests, other than REMIC II
Regular
Interest LTP. The Class C Certificates will not accrue interest
on
their Uncertificated Balance.
(4) The Class
P Certificates will not accrue interest.
(5) For
federal income tax purposes, the Class IO Interest will not have
a
Pass-Through Rate, but will be entitled to 100% of the amounts
distributed on REMIC III Regular Interest LTIO.
(6) For
federal income tax purposes, the Class IO Interest will not have
an
Uncertificated Balance, but will have a notional amount equal to
the
Uncertificated Notional Amount of REMIC III Regular Interest
IO.
<PAGE>
Set forth below are designations of Classes of Certificates to
the
categories used herein:
Book-Entry Certificates All
Classes of Certificates other than the
Definitive Certificates.
Group I Certificates
Class A-I-1 Certificates.
Group II Certificates
Class A-II-1, Class A-II-2 and Class A-II-3
Certificates.
Subordinated
Certificates... Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9,
Class M-10 and Class M-11 Certificates.
ERISA-Restricted
Certificates Class R, Class P and Class
C Certificates, until they have been the
subject of an ERISA-Qualifying
Underwriting; and the Certificates of
any Class that cease to satisfy the
rating requirements of the Underwriter's
Exemption.
LIBOR Certificates
All Classes of Certificates other than the Private
Certificates.
Offered Certificates
All Classes of Certificates other than the Private
Certificates.
Definitive Certificates Class R,
Class P and Class C Certificates.
Private Certificates
Class R, Class P and Class C Certificates.
Rating Agencies
Moody's, S&P and Fitch.
Regular Certificates
All Classes of Certificates other than the Class R
Certificates.
Residual Certificates
Class R Certificates.
References to "CLASS A CERTIFICATES" are references to Certificates
of
either or both Certificate Groups of
similar designations, as the context
requires.
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01 DEFINITIONS.
Unless the context requires a different meaning, capitalized terms
are
used in this Agreement as defined
below.
60+ DAY DELINQUENT LOAN: As of any day during any calendar month,
each
Mortgage Loan in foreclosure, all REO
Property, each Mortgage Loan for which the
Mortgagor has filed for bankruptcy, and
each Mortgage Loan with respect to which
any portion of a Scheduled Payment is, as
of the last day of the Remittance
Period before the Remittance Period ending
in such calendar month, two months or
more past due (without giving effect to any
grace period). For instance, in
making a determination on the Distribution
Date in October (October 25) with
respect to a Mortgage Loan whose Scheduled
Payment for August is delinquent (and
that has no previous Scheduled Payment that
is delinquent), that Mortgage Loan
would not be a 60+ Day Delinquent Loan
because as of the last day of the
Remittance Period before the Remittance
Period ending in October (which would be
the Remittance Period ending in September
(on September 1)), the Scheduled
Payment for August (due August 1) would
only be one month past due.
ACCRUED CERTIFICATE INTEREST DISTRIBUTION AMOUNT: For any
Distribution
Date for each Class of Certificates (other
than the Class P, Class R and Class C
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 before the
Distribution Date reduced by any Net
Prepayment Interest Shortfalls and Relief
Act Interest Shortfalls for such
Distribution Date allocated to such Class
(allocated to each Certificate based
on its respective entitlements to interest
irrespective of any Prepayment
Interest Shortfalls or Relief Act Interest
Shortfalls for such Distribution
Date).
ADDITION NOTICE: With respect to the transfer of Subsequent
Mortgage
Loans to the Trust Fund pursuant to Section
2.07, a notice of the Depositor's
designation of the Subsequent Mortgage
Loans to be sold to the Trust Fund and
the aggregate principal balance of such
Subsequent Mortgage Loans as of the
related Subsequent Cut-off Date. The
Addition Notice shall be given no later
than three (3) Business Days prior to the
related Subsequent Transfer Date and
shall be substantially in the form attached
hereto as Exhibit P.
ADJUSTED MORTGAGE RATE: As to each Mortgage Loan and at any time,
the
per annum rate equal to (x) the Mortgage
Rate less (y) the Master Servicing Fee
Rate.
ADJUSTED NET MORTGAGE RATE: As to each Mortgage Loan and at any
time,
the per annum rate equal to (x) the
Mortgage Rate less (y) 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 provided in the related
Mortgage Note and each Due Date thereafter
on which the Mortgage Rate adjusts as
provided in the related Mortgage Note.
ADVANCE: The payment required to be made by the Master Servicer for
any
Distribution Date pursuant to Section 4.01,
the amount of that payment being
equal to the aggregate of payments of
principal and interest (net of the Master
Servicing Fee and any net proceeds in the
case of any REO Properties) on the
Mortgage Loans that were due during the
related Remittance Period and not
received as of the close of business on the
related Determination Date, plus an
amount equivalent to interest on each REO
Property less the aggregate amount of
any delinquent payments that the Master
Servicer has determined would constitute
a Nonrecoverable Advance if advanced.
AFFECTED PARTY: As defined in the Swap Agreement.
AFFILIATE: With respect to any Person, any other Person
controlling,
controlled or under common control with
such Person. For purposes of this
definition, "control" means the power to
direct the management and policies of a
Person, directly or indirectly, whether
through ownership of voting securities,
by contract, or otherwise and "controlling"
and "controlled" shall have meanings
correlative to the foregoing. Affiliates
also include any entities consolidated
within the requirements of generally
accepted accounting principles.
AGREEMENT: This Pooling and Servicing Agreement and all amendments
and
supplements hereto.
AMOUNT HELD FOR FUTURE DISTRIBUTION: For any Distribution Date,
the
aggregate amount held in the Certificate
Account at the close of business on the
related Determination Date on account of
(i) Principal Prepayments received
after the end of the related Prepayment
Period and Liquidation Proceeds and
Subsequent Recoveries on the Mortgage
Loans, in each case, allocable to
principal, received after the end of the
preceding calendar month and (ii) all
Scheduled Payments on the Mortgage Loans
due after the end of the related
Remittance Period.
APPLIED REALIZED LOSS AMOUNT: For any Distribution Date and any
Class
of Subordinated Certificates, the excess of
the aggregate Class Certificate
Balance of the Class A and Subordinated
Certificates over the aggregate Stated
Principal Balance of all of the Mortgage
Loans as of the last day of the
preceding Remittance Period.
AVAILABLE FUNDS: For any Distribution Date,
are the SUM OF:
(i) all
scheduled installments of interest (net of the related
Expense Fees) and principal due on the Due
Date on the Mortgage Loans in the
related Remittance Period and received by
the related Determination Date,
together with any related Advances;
(ii)
all Insurance Proceeds, Liquidation Proceeds and Subsequent
Recoveries received during the preceding
calendar month (in each case, net of
unreimbursed expenses incurred in
connection with a liquidation or foreclosure);
(iii) all
partial or full prepayments on the Mortgage Loans received
during the related Prepayment Period
together with all Compensating Interest on
those Mortgage Loans and interest paid by
the Mortgagors (other than Prepayment
Interest Excess);
(iv)
with respect to the Distribution Date immediately following
the end of the Funding Period, any amounts
remaining in the Pre-Funding Accounts
after giving effect to any purchase of
Subsequent Mortgage Loans;
(v) with
respect to each Distribution Date during the Funding
Period and on the Distribution Date
immediately following the end of the Funding
Period, any amounts withdrawn by the
Trustee from the Interest Coverage Accounts
for distribution on the Certificates on
such Distribution Date; and
(vi)
amounts received for the Distribution Date as the Substitution
Adjustment Amount or the purchase price of
a Deleted Mortgage Loan or a Mortgage
Loan repurchased by the Seller or the
Master Servicer as of the Distribution
Date;
MINUS
amounts in reimbursement for Advances
previously made with respect to the
Mortgage Loans, reimbursable to the Master
Servicer with respect to the Mortgage
Loans pursuant to this Agreement and, as
applicable, payable by the Trustee out
of the Distribution Account pursuant to
Section 3.09(b); and
MINUS
any Net Swap Payment or Swap Termination
Payment owed to the Swap Provider
(other than Swap Termination Payments
resulting from a Swap Provider Trigger
Event).
The Holders of the Class P Certificates will be entitled to all
Prepayment Charges received on the Mortgage
Loans and such amounts will not be
available for distribution to the Holders
of any other Class of Certificates.
BANKRUPTCY CODE: The United States Bankruptcy Reform Act of 1978,
as
amended.
BASIC PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF (i) the Principal Remittance
Amount for both Loan Groups for the
Distribution Date OVER (ii) the Excess
Overcollateralization Amount, if any, for
that Distribution Date.
BOOK-ENTRY CERTIFICATES: As specified in the Preliminary
Statement.
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or
(ii) a
day on which banking institutions in the
City of New York, New York, the State
of California or the city in which the
Corporate Trust Office of the Trustee is
located are authorized or obligated by law
or executive order to be closed.
CAP CONTRACT: The interest rate cap agreement between the Trustee,
on
behalf of the Trust Fund, and the Cap
Contract Counterparty, relating to the
Class A Certificates and the Subordinated
Certificates.
CAP CONTRACT COUNTERPARTY: Bear Stearns Financial Products
Inc.
CERTIFICATE: Any one of the Certificates issued by the Trust Fund
and
executed by the Trustee, in substantially
the forms attached as exhibits.
CERTIFICATE ACCOUNT: The separate Eligible Account or Accounts
created
and maintained by the Master Servicer
pursuant to Section 3.06(d) with a
depository institution in the name of the
Master Servicer for the benefit of the
Trustee on behalf of Certificateholders and
designated "IndyMac Bank, F.S.B., in
trust for the registered holders of Home
Equity Mortgage Loan Asset-Backed
Certificates, Series INABS 2005-C."
CERTIFICATE BALANCE: For any Certificate (other than a Class R or
a
Class C Certificate) at any date, the
maximum dollar amount of principal to
which the Holder of the Certificate is then
entitled, such amount being equal to
the Certificate's Denomination PLUS any
increases in the Certificate Balance of
such Certificate pursuant to Section 4.02
due to the receipt of Subsequent
Recoveries MINUS all distributions of
principal previously made with respect
thereto and, in the case of any
Subordinated Certificate, reduced by any Applied
Realized Loss Amounts applicable to any
such Subordinated Certificates. The
Class R and Class C Certificates have no
Certificate Balance.
CERTIFICATE GROUP: Any of the Group I Certificates or the Group
II
Certificates, as applicable.
CERTIFICATE OWNER: With respect to a Book-Entry Certificate, the
Person
who is the beneficial owner of the
Book-Entry Certificate. For purposes of this
Agreement, in order for a Certificate Owner
to enforce any of its rights under
this Agreement, it shall first have to
provide evidence of its beneficial
ownership interest in a Certificate that is
reasonably satisfactory to the
Trustee, the Supplemental Interest Trust
Administrator, the Depositor and/or the
Master Servicer, as applicable.
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 Seller, the Depositor or its
Affiliate shall not be eligible to vote
or be considered 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 a
consent has been obtained unless the
Seller, the Depositor or its Affiliates own
100% of the Percentage Interests
evidenced by a Class of Certificates, in
which case the Certificates shall be
Outstanding for purposes of any provision
of this Agreement requiring the
consent of the Holders of Certificates of a
particular Class as a condition to
the taking of any action. The Trustee, the
Supplemental Interest Trust
Administrator and the NIM Insurer are
entitled to rely conclusively on a
certification of the Depositor or any
Affiliate of the Depositor in determining
which Certificates are registered in the
name of an Affiliate of the Depositor.
CLASS: All Certificates bearing the same class designation, as
specified in the Preliminary Statement.
CLASS A CERTIFICATES:
As specified in the Preliminary Statement.
CLASS A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
sum of the Group I Senior Principal
Distribution Amount and the Group II Senior
Principal Distribution Amount for that
Distribution Date.
CLASS C DISTRIBUTABLE AMOUNT: On any Distribution Date, the amount
that
has accrued on the Class C Certificates but
that has not been distributed on the
Class C Certificates on prior Distribution
Dates.
CLASS CERTIFICATE BALANCE: For any Class as of any date of
determination, the aggregate of the
Certificate Balances of all Certificates of
such Class as of that date.
CLASS IO DISTRIBUTION AMOUNT: As defined in Section 4.05 hereof.
For
purposes of clarity, the Class IO
Distribution Amount for any Distribution Date
shall equal the amount payable to the
Supplemental Interest Trust on such
Distribution Date in excess of the amount
payable on the Class IO Interest on
such Distribution Date, all as further
provided in Section 4.05 hereof.
CLASS IO INTEREST: An uncertificated interest in the Trust Fund
held by
the Trustee, evidencing a REMIC Regular
Interest in REMIC IV for purposes of the
REMIC Provisions.
CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF
(i) the SUM
OF
(A) the
aggregate Class Certificate Balance of the Class
A Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date) AND
(B) the Class
Certificate Balance of the Class M-1
Certificates immediately before such Distribution Date OVER
(ii) the LESSER
OF
(A) 66.70% of
the aggregate Stated Principal Balance of
all of the Mortgage Loans as of the last day of the related
Remittance
Period (after giving effect to Principal Prepayments received in
the
Prepayment Period relating to such Distribution Date) AND
(B) an amount,
not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $3,500,000;
provided, that if on any Distribution Date,
the Class M-1 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-1 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF
(i) the SUM
OF
(A) the
aggregate Class Certificate Balance of the Class
A Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the Class
Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date) AND
(C) the Class
Certificate Balance of the Class M-2
Certificates immediately before such Distribution Date OVER
(ii) the LESSER
OF
(A) 73.10% of
the aggregate Stated Principal Balance of
all of the
Mortgage Loans as of the last day of the related Remittance
Period (after giving effect to Principal Prepayments received in
the
Prepayment Period relating to such Distribution Date) AND
(B) an amount,
not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $3,500,000;
provided, that if on any Distribution Date,
the Class M-2 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-2 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF
(i) the SUM
OF
(A) the
aggregate Class Certificate Balance of the Class
A Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the Class
Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date),
(C) the Class
Certificate Balance of the Class M-2
Certificates (after taking into account distribution of the Class
M-2
Principal Distribution Amount on such Distribution Date) AND
(D) the Class
Certificate Balance of the Class M-3
Certificates immediately before such Distribution Date OVER
(ii) the LESSER
OF
(A) 77.40% of
the aggregate Stated Principal Balance of
all of the Mortgage Loans as of the last day of the related
Remittance
Period (after giving effect to Principal Prepayments received in
the
Prepayment Period relating to such Distribution Date) AND
(B) an amount,
not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $3,500,000;
provided, that if on any Distribution Date,
the Class M-3 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-3 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF
(i) the SUM
OF
(A) the
aggregate Class Certificate Balance of the Class
A Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the Class
Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date),
(C) the Class
Certificate Balance of the Class M-2
Certificates (after taking into account distribution of the Class
M-2
Principal Distribution Amount on such Distribution Date),
(D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account distribution of the Class
M-3
Principal Distribution Amount on such Distribution Date) AND
(E) the Class
Certificate Balance of the Class M-4
Certificates immediately before such Distribution Date OVER
(ii) the LESSER
OF
(A)
80.60% of
the aggregate Stated Principal Balance of
all of the Mortgage Loans as of the last day of the related
Remittance
Period (after giving effect to Principal Prepayments received in
the
Prepayment Period relating to such Distribution Date) AND
(B) an amount,
not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $3,500,000;
provided, that if on any Distribution Date,
the Class M-4 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-4 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF
(i) the SUM
OF
(A) the
aggregate Class Certificate Balance of the Class
A Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the Class
Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date),
(C) the Class
Certificate Balance of the Class M-2
Certificates (after taking into account distribution of the Class
M-2
Principal Distribution Amount on such Distribution Date),
(D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account distribution of the Class
M-3
Principal Distribution Amount on such Distribution Date),
(E) the Class
Certificate Balance of the Class M-4
Certificates (after taking into account distribution of the Class
M-4
Principal Distribution Amount on such Distribution Date) AND
(F) the Class
Certificate Balance of the Class M-5
Certificates immediately before such Distribution Date OVER
(ii) the LESSER
OF
(A) 83.80% of
the aggregate Stated Principal Balance of
all of the Mortgage Loans as of the last day of the related
Remittance
Period (after giving effect to Principal Prepayments received in
the
Prepayment Period relating to such Distribution Date) AND
(B) an amount,
not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $3,500,000;
provided, that if on any Distribution Date,
the Class M-5 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-5 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-6 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF
(i) the SUM
OF
(A) the
aggregate Class Certificate Balance of the Class
A Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the Class
Certificate Balance of the Class M-1
Certificates
(after taking into account distribution of the Class M-1
Principal Distribution Amount on such Distribution Date),
(C) the Class
Certificate Balance of the Class M-2
Certificates (after taking into account distribution of the Class
M-2
Principal Distribution Amount on such Distribution Date),
(D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account distribution of the Class
M-3
Principal Distribution Amount on such Distribution Date),
(E) the Class
Certificate Balance of the Class M-4
Certificates (after taking into account distribution of the Class
M-4
Principal Distribution Amount on such Distribution Date),
(F) the Class
Certificate Balance of the Class M-5
Certificates (after taking into account distribution of the Class
M-5
Principal Distribution Amount on such Distribution Date) AND
(G) the Class
Certificate Balance of the Class M-6
Certificates immediately before such Distribution Date OVER
(ii) the LESSER
OF
(A) 86.60% of
the aggregate Stated Principal Balance of
all of the
Mortgage Loans as of the last day of the related Remittance
Period (after giving effect to Principal Prepayments received in
the
Prepayment Period relating to such Distribution Date) AND
(B) an amount,
not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $3,500,000;
provided, that if on any Distribution Date,
the Class M-6 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-6 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-7 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF
(i) the SUM
OF
(A) the
aggregate Class Certificate Balance of the Class
A Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the Class
Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date),
(C) the Class
Certificate Balance of the Class M-2
Certificates (after taking into account distribution of the Class
M-2
Principal Distribution Amount on such Distribution Date),
(D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account distribution of the Class
M-3
Principal Distribution Amount on such Distribution Date),
(E) the Class
Certificate Balance of the Class M-4
Certificates (after taking into account distribution of the Class
M-4
Principal Distribution Amount on such Distribution Date),
(F) the Class
Certificate Balance of the Class M-5
Certificates (after taking into account distribution of the Class
M-5
Principal Distribution Amount on such Distribution Date),
(G) the Class
Certificate Balance of the Class M-6
Certificates (after taking into account distribution of the Class
M-6
Principal Distribution Amount on such Distribution Date) AND
(H) the Class
Certificate Balance of the Class M-7
Certificates immediately before such Distribution Date OVER
(ii) the LESSER
OF
(A) 89.60% of
the aggregate Stated Principal Balance of
all of the Mortgage Loans as of the last day of the related
Remittance
Period (after giving effect to Principal Prepayments received in
the
Prepayment Period relating to such Distribution Date) AND
(B) an amount,
not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $3,500,000;
provided, that if on any Distribution Date,
the Class M-7 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-7 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-8 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF
(i) the SUM
OF
(A) the
aggregate Class Certificate Balance of the Class
A Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the Class
Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date),
(C) the Class
Certificate Balance of the Class M-2
Certificates (after taking into account distribution of the Class
M-2
Principal Distribution Amount on such Distribution Date),
(D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account distribution of the Class
M-3
Principal Distribution Amount on such Distribution Date),
(E) the Class
Certificate Balance of the Class M-4
Certificates (after taking into account distribution of the Class
M-4
Principal Distribution Amount on such Distribution Date),
(F) the Class
Certificate Balance of the Class M-5
Certificates (after taking into account distribution of the Class
M-5
Principal Distribution Amount on such Distribution Date),
(G) the Class
Certificate Balance of the Class M-6
Certificates (after taking into account distribution of the Class
M-6
Principal Distribution Amount on such Distribution Date),
(H) the Class
Certificate Balance of the Class M-7
Certificates (after taking into account distribution of the Class
M-7
Principal Distribution Amount on such Distribution Date) AND
(I) the Class
Certificate Balance of the Class M-8
Certificates immediately before such Distribution Date OVER
(ii) the LESSER
OF
(A) 91.70% of
the aggregate Stated Principal Balance of
all of the Mortgage Loans as of the last day of the related
Remittance
Period (after giving effect to Principal Prepayments received in
the
Prepayment Period relating to such Distribution Date) AND
(B) an amount,
not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $3,500,000;
provided, that if on any Distribution Date,
the Class M-8 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-8 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-9 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF
(i) the SUM
OF
(A) the
aggregate Class Certificate Balance of the Class
A Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the Class
Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date),
(C) the Class
Certificate Balance of the Class M-2
Certificates (after taking into account distribution of the Class
M-2
Principal Distribution Amount on such Distribution Date),
(D)
the Class Certificate
Balance of the Class M-3
Certificates (after taking into account distribution of the Class
M-3
Principal Distribution Amount on such Distribution Date),
(E) the Class
Certificate Balance of the Class M-4
Certificates (after taking into account distribution of the Class
M-4
Principal Distribution Amount on such Distribution Date),
(F) the Class
Certificate Balance of the Class M-5
Certificates (after taking into account distribution of the Class
M-5
Principal Distribution Amount on such Distribution Date),
(G) the Class
Certificate Balance of the Class M-6
Certificates (after taking into account distribution of the Class
M-6
Principal Distribution Amount on such Distribution Date),
(H) the Class
Certificate Balance of the Class M-7
Certificates (after taking into account distribution of the Class
M-7
Principal Distribution Amount on such Distribution Date),
(I) the Class
Certificate Balance of the Class M-8
Certificates (after taking into account distribution of the Class
M-8
Principal Distribution Amount on such Distribution Date) AND
(J) the Class
Certificate Balance of the Class M-9
Certificates immediately before such Distribution Date OVER
(ii) the LESSER
OF
(A) 93.50% of
the aggregate Stated Principal Balance of
all of the Mortgage Loans as of the last day of the related
Remittance
Period (after giving effect to Principal Prepayments received in
the
Prepayment Period relating to such Distribution Date) AND
(B) an amount,
not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $3,500,000;
provided, that if on any Distribution Date,
the Class M-9 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-9 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-10 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution
Date,
the EXCESS OF
(i) the SUM
OF
(A) the
aggregate Class Certificate Balance of the Class
A Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the Class
Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date),
(C) the Class
Certificate Balance of the Class M-2
Certificates (after taking into account distribution of the Class
M-2
Principal Distribution Amount on such Distribution Date),
(D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account distribution of the Class
M-3
Principal Distribution Amount on such Distribution Date),
(E) the Class
Certificate Balance of the Class M-4
Certificates (after taking into account distribution of the Class
M-4
Principal Distribution Amount on such Distribution Date),
(F) the Class
Certificate Balance of the Class M-5
Certificates (after taking into account distribution of the Class
M-5
Principal Distribution Amount on such Distribution Date),
(G) the Class
Certificate Balance of the Class M-6
Certificates (after taking into account distribution of the Class
M-6
Principal
Distribution Amount on such Distribution Date),
(H) the Class
Certificate Balance of the Class M-7
Certificates (after taking into account distribution of the Class
M-7
Principal Distribution Amount on such Distribution Date),
(I) the Class
Certificate Balance of the Class M-8
Certificates (after taking into account distribution of the Class
M-8
Principal Distribution Amount on such Distribution Date),
(J) the Class
Certificate Balance of the Class M-9
Certificates (after taking into account distribution of the Class
M-9
Principal Distribution Amount on such Distribution Date) AND
(K) the Class
Certificate Balance of the Class M-10
Certificates immediately before such Distribution Date OVER
(ii) the LESSER
OF
(A) 94.20% of
the aggregate Stated Principal Balance of
all of the Mortgage Loans as of the last day of the related
Remittance
Period (after giving effect to Principal Prepayments received in
the
Prepayment Period relating to such Distribution Date) AND
(B) an amount,
not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $3,500,000;
provided, that if on any Distribution Date,
the Class M-10 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-10 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-11 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution
Date,
the EXCESS OF
(i) the SUM
OF
(A)
the
aggregate Class Certificate Balance of the Class
A Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the Class
Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date),
(C) the Class
Certificate Balance of the Class M-2
Certificates
(after taking into account distribution of the Class M-2
Principal Distribution Amount on such Distribution Date),
(D) the Class
Certificate Balance of the Class M-3
Certificates (after taking into account distribution of the Class
M-3
Principal Distribution Amount on such Distribution Date),
(E) the Class
Certificate Balance of the Class M-4
Certificates (after taking into account distribution of the Class
M-4
Principal Distribution Amount on such Distribution Date),
(F) the Class
Certificate Balance of the Class M-5
Certificates (after taking into account distribution of the Class
M-5
Principal Distribution Amount on such Distribution Date),
(G) the Class
Certificate Balance of the Class M-6
Certificates (after taking into account distribution of the Class
M-6
Principal Distribution Amount on such Distribution Date),
(H) the Class
Certificate Balance of the Class M-7
Certificates (after taking into account distribution of the Class
M-7
Principal Distribution Amount on such Distribution Date),
(I) the Class
Certificate Balance of the Class M-8
Certificates (after taking into account distribution of the Class
M-8
Principal Distribution Amount on such Distribution Date),
(J) the Class
Certificate Balance of the Class M-9
Certificates (after taking into account distribution of the Class
M-9
Principal Distribution Amount on such Distribution Date),
(K) the Class
Certificate Balance of the Class M-10
Certificates (after taking into account distribution of the Class
M-10
Principal Distribution Amount on such Distribution Date) AND
(L) the Class
Certificate Balance of the Class M-11
Certificates immediately before such Distribution Date OVER
(ii) the LESSER
OF
(A) 96.20% of
the aggregate Stated Principal Balance of
all of the Mortgage Loans as of the last day of the related
Remittance
Period (after giving effect to Principal Prepayments received in
the
Prepayment Period relating to such Distribution Date) AND
(B) an amount,
not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $3,500,000;
provided, that if on any Distribution Date,
the Class M-11 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-11 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS R CERTIFICATE: A certificate representing the beneficial
ownership of the Class R-I Interest, Class
R-II Interest and Class R-III
Interest.
CLASS R-I INTEREST:
The uncertificated residual interest in REMIC I.
CLASS R-II INTEREST:
The uncertificated residual interest in REMIC II.
CLASS R-III INTEREST: The uncertificated residual interest in
REMIC
III.
CLASS R-IV INTEREST:
The uncertificated residual interest in REMIC IV.
CLOSING DATE: September 29, 2005.
CLOSING DATE MORTGAGE LOAN: Each Mortgage Loan sold and assigned by
the
Seller to the Trust Fund on the Closing
Date.
CODE: The United States Internal Revenue Code of 1986, including
any
successor or amendatory provisions.
COLLATERAL VALUE: For any Mortgage Loan, the Collateral Value of
the
related Mortgaged Property shall be, other
than for Refinance Loans, the LESSER
OF (i) the appraised value determined in an
appraisal obtained by the originator
at origination of the Mortgage Loan AND
(ii) the sales price for the related
Mortgaged Property. In the case of a
Refinance Loan, the Collateral Value of the
related Mortgaged Property is its appraised
value determined in an appraisal
obtained at the time of refinancing.
COLLECTION ACCOUNT: The separate Eligible Account or Accounts
created
and maintained by the Master Servicer
pursuant to Section 3.06(c) with a
depository institution in the name of the
Master Servicer for the benefit of the
Trustee on behalf of the Certificateholders
and designated "IndyMac Bank,
F.S.B., in trust for the registered holders
of Home Equity Mortgage Loan
Asset-Backed Certificates, Series INABS
2005-C."
COMPENSATING INTEREST: For any Distribution Date, the LESSER OF (i)
any
Prepayment Interest Shortfalls AND (ii)
0.125% multiplied by one-twelfth
multiplied by the aggregate Stated
Principal Balance of the Mortgage Loans as of
the first day of the prior month.
CORPORATE TRUST OFFICE: The designated office of the Trustee and
the
Supplemental Interest Trust Administrator
in the State of California at which at
any particular time its corporate trust
business with respect to this Agreement
is administered, which office at the date
of the execution of this Agreement is
located at 1761 East St. Andrew Place,
Santa Ana, California 92705, Attn:
Corporate Trust Administration IN05S3
(IndyMac ABS, Inc., Home Equity Mortgage
Loan Asset-Backed Trust, Series INABS
2005-C), facsimile no. (714) 247-6285 and
which is the address to which notices to
and correspondence with the Trustee or
the Supplemental Interest Trust
Administrator should be directed.
CORRESPONDING CERTIFICATE: With respect to each REMIC III
Regular
Interest, as follows:
REMIC III Regular Interest
Class
--------------------------
-----
REMIC III Regular Interest LTAI1
A-I-1
REMIC III Regular Interest LTAII1
A-II-1
REMIC III Regular Interest LTAII2
A-II-2
REMIC III Regular Interest LTAII3
A-II-3
REMIC III Regular Interest LTM1
M-1
REMIC III Regular Interest LTM2
M-2
REMIC III Regular Interest LTM3
M-3
REMIC III Regular Interest LTM4
M-4
REMIC III Regular Interest LTM5
M-5
REMIC III Regular Interest LTM6
M-6
REMIC III Regular Interest LTM7
M-7
REMIC III Regular Interest LTM8
M-8
REMIC III Regular Interest LTM9
M-9
REMIC III Regular Interest LTM10
M-10
REMIC III Regular Interest LTM11
M-11
REMIC III Regular Interest LTP
P
CREDIT ENHANCEMENT PERCENTAGE: For any Distribution Date and any
Class
of Class A or Subordinated Certificates,
the percentage obtained by dividing (x)
the SUM OF (i) the aggregate Class
Certificate Balances of all Classes of Class
A and Subordinated Certificates
subordinated to such Class and (ii) the
Overcollateralization Amount (in each case
taking into account the distributions
of the Principal Distribution Amount for
such Distribution Date) by (y) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of
the related Remittance Period (after giving
effect to scheduled payments of
principal due during the Remittance Period,
to the extent received or advanced,
and Principal Prepayments received in the
Prepayment Period related to such
Distribution Date) and any amounts on
deposit in the Pre-Funding Accounts.
CUMULATIVE NET LOSS TRIGGER EVENT: With respect to any
Distribution
Date on or after the Stepdown Date, the
percentage obtained by dividing (x) the
aggregate amount of Realized Losses
incurred from the Cut-off Date through the
last day of the related Remittance Period
(reduced by the aggregate amount of
Subsequent Recoveries received through the
last day of that Remittance Period)
by (y) the aggregate Cut-off Date Principal
Balance of the Closing Date Mortgage
Loans plus the Original Pre-Funded Amounts
exceeds (a) 1.20% of the aggregate
Stated Principal Balance of the Mortgage
Loans with respect to the Distribution
Date in October 2007, plus an additional
1/12th of 1.45% of the aggregate Stated
Principal Balance of the Mortgage Loans for
each Distribution Date occurring in
each month thereafter to and including the
Distribution Date in September 2008,
(b) 2.65% of the aggregate Stated Principal
Balance of the Mortgage Loans with
respect to the Distribution Date occurring
in October 2008, plus an additional
1/12th of 1.50% of the aggregate Stated
Principal Balance of the Mortgage Loans
for each Distribution Date occurring in
each month thereafter to and including
the Distribution Date in September 2009,
(c) 4.15% of the aggregate Stated
Principal Balance of the Mortgage Loans
with respect to the Distribution Date
occurring in October 2009, plus an
additional 1/12th of 1.25% of the aggregate
Stated Principal Balance of the Mortgage
Loans for each Distribution Date
occurring in each month thereafter to and
including the Distribution Date in
September 2010, (d) 5.40% of the aggregate
Stated Principal Balance of the
Mortgage Loans with respect to the
Distribution Date occurring in October 2010,
plus an additional 1/12th of 0.65% of the
aggregate Stated Principal Balance of
the Mortgage Loans for each Distribution
Date occurring in each month thereafter
to and including the Distribution Date in
September 2011, (e) 6.05% of the
aggregate Stated Principal Balance of the
Mortgage Loans with respect to the
Distribution Date occurring in October
2011, plus an additional 1/12th of 0.05%
of the aggregate Stated Principal Balance
of the Mortgage Loans for each
Distribution Date occurring in each month
thereafter to and including the
Distribution Date in September 2012 and (f)
6.10% of the aggregate Stated
Principal Balance of the Mortgage Loans
with respect to the Distribution Date
occurring in October 2012 and each month
thereafter.
CUT-OFF DATE: As to any Closing Date Mortgage Loans, September 1,
2005.
As to any Subsequent Mortgage Loans, the
related Subsequent Cut-off Date.
CUT-OFF DATE PRINCIPAL BALANCE: As to any Mortgage Loan, its
Stated
Principal Balance as of the close of
business on the Cut-off Date.
DEBT SERVICE REDUCTION: For any Mortgage Loan, a reduction by a
court
of competent jurisdiction, in a proceeding
under the Bankruptcy Code, in the
Scheduled Payment for the Mortgage Loan
that became final and non-appealable,
but not including a reduction (i) resulting
from a Deficient Valuation or (ii)
that results in a permanent forgiveness of
principal.
DEFAULTING PARTY: As defined in the Swap Agreement.
DEFICIENT VALUATION: For any Mortgage Loan, a valuation by a court
of
competent jurisdiction of the related
Mortgaged Property in an amount less than
the then outstanding indebtedness under
such Mortgage Loan, or any reduction in
the amount of principal to be paid in
connection with any Scheduled Payment,
that results in a permanent forgiveness of
principal, which valuation or
reduction results from an order of the
court that is final and non-appealable in
a proceeding under the Bankruptcy Code.
DEFINITIVE CERTIFICATES: As specified in the Preliminary
Statement..
DELAYED DELIVERY CERTIFICATION: A certification substantially in
the
form of Exhibit G-2.
DELAYED DELIVERY MORTGAGE LOANS: The Closing Date Mortgage
Loans
identified on the Mortgage Loan Schedule,
for which neither a related Mortgage
File nor the Mortgage Note (or lost note
affidavit for a lost Mortgage Note) has
been delivered to the Trustee by the
Closing Date. The Depositor shall deliver
the Mortgage Files to the Trustee:
(A) for at
least 70% of the Closing Date Mortgage Loans in each
Loan Group, not later than the Closing
Date; and
(B) for the
remaining 30% of the Closing Date Mortgage Loans in
each Loan Group, not later than five (5)
Business Days following the Closing
Date.
To the extent that the Seller is in possession of any Mortgage File
for
any Delayed Delivery Mortgage Loan, until
delivery of the Mortgage File to the
Trustee as provided in Section 2.01, the
Seller shall hold the files as Master
Servicer, as agent and in trust for the
Trustee.
DELETED MORTGAGE LOAN: As defined in Section 2.03(c).
DENOMINATION: For each Certificate, the amount appearing on the
face of
the Certificate as the "Initial Certificate
Balance of this Certificate" or the
Percentage Interest appearing on the face
of the Certificate.
DEPOSITOR: IndyMac ABS, Inc., a Delaware corporation, or its
successor
in interest.
DEPOSITORY: The initial Depository shall be The Depository
Trust
Company, the nominee of which is Cede &
Co., as the registered Holder of the
Book-Entry Certificates. The Depository
shall at all times be a "clearing
corporation" as defined in Section
8-102(a)(5) of the Uniform Commercial Code of
the State of New York.
DEPOSITORY PARTICIPANT: A broker, dealer, bank, or other
financial
institution or other Person for whom from
time to time a Depository effects
book-entry transfers and pledges of
securities deposited with the Depository.
DETERMINATION DATE: As to any Distribution Date, the 18th day of
each
month or, if that day is not a Business
Day, the next Business Day, except that
if the next Business Day is less than two
(2) Business Days before the related
Distribution Date, then the Determination
Date shall be the Business Day
preceding the 18th day of the month.
DISTRIBUTION ACCOUNT: The separate Eligible Account created and
maintained by the Trustee pursuant to
Section 3.06(f) in the name of the Trustee
for the benefit of the Certificateholders
and designated "Deutsche Bank National
Trust Company in trust for registered
holders of IndyMac Home Equity Mortgage
Loan Asset-Backed Certificates, Series
INABS 2005-C." Funds in the Distribution
Account shall be held in trust for the
Certificateholders for the uses and
purposes set forth in this Agreement.
DISTRIBUTION ACCOUNT DEPOSIT DATE: As to any Distribution Date,
12:30
p.m. (Pacific time) on the Business Day
preceding the Distribution Date.
DISTRIBUTION DATE: The 25th day of each calendar month after
the
initial issuance of the Certificates, or if
that day is not a Business Day, the
next Business Day, commencing in October
2005.
DUE DATE: For any Mortgage Loan and Distribution Date, the first
day of
the month in which the Distribution Date
occurs.
ELIGIBLE ACCOUNT: Any of
(i) an account
maintained with a federal or state chartered
depository institution or trust company,
the short-term unsecured debt
obligations of which (or, in the case of a
depository institution or trust
company that is the principal subsidiary of
a holding company, the debt
obligations of the holding company, but
only if Moody's is not a Rating Agency)
have the highest short-term ratings of each
Rating Agency at the time any
amounts are held on deposit therein, or
(ii) [RESERVED],
or
(iii) a
trust account or accounts maintained with the trust
department of a federal or state chartered
depository institution or trust
company, acting in its fiduciary capacity,
or
(iv)
any other account acceptable to each Rating Agency without
reduction or withdrawal of their then
current ratings of the Certificates or any
NIM Insurer-guaranteed NIM Notes, as
evidenced by a letter from each Rating
Agency to the Trustee and the NIM
Insurer.
Eligible Accounts may bear interest, and may include, if
otherwise
qualified under this definition, accounts
maintained with the Trustee.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-QUALIFYING UNDERWRITING: A best efforts or firm
commitment
underwriting or private placement that
meets the requirements of an
Underwriter's Exemption.
ERISA-RESTRICTED CERTIFICATE: As specified in the Preliminary
Statement.
ESCROW ACCOUNT: The Eligible Account or Accounts established
and
maintained pursuant to Section 3.07(a).
EVENT OF DEFAULT: As defined in Section 7.01.
EXCESS OVERCOLLATERALIZATION AMOUNT: For any Distribution Date,
the
EXCESS OF (a) the Overcollateralization
Amount on such Distribution Date OVER
(b) the Overcollateralization Target Amount
for such Distribution Date.
EXCESS PROCEEDS: For any Liquidated Mortgage Loan, the EXCESS
OF
(a) all
Liquidation Proceeds from the Mortgage Loan received in
the calendar month in which the Mortgage
Loan became a Liquidated Mortgage Loan,
net of any amounts previously reimbursed to
the Master Servicer as
Nonrecoverable Advances with respect to the
Mortgage Loan pursuant to Section
3.09(a)(ii), OVER
(b)
the SUM OF (i)
the unpaid principal balance of the Liquidated
Mortgage Loan as of the Due Date in the
month in which the Mortgage Loan became
a Liquidated Mortgage Loan PLUS (ii)
accrued interest at the Mortgage Rate from
the Due Date for which interest was last
paid or advanced (and not reimbursed)
to Certificateholders up to the Due Date
applicable to the Distribution Date
following the calendar month during which
the liquidation occurred.
EXCESS RESERVE FUND ACCOUNT: The separate Eligible Account created
and
maintained by the Trustee pursuant to
Section 3.06(d) in the name of the Trustee
for the benefit of the Certificateholders
and designated "Deutsche Bank National
Trust Company in trust for registered
holders of IndyMac Home Equity Mortgage
Loan Asset-Backed Trust, Series INABS
2005-C." Funds in the Excess Reserve Fund
Account shall be held in trust for the
Certificateholders for the uses and
purposes set forth in this Agreement. The
Excess Reserve Fund Account will not
be an asset of any REMIC.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.
EXPENSE ADJUSTED NET MAXIMUM MORTGAGE RATE: For any Distribution
Date,
the per annum rate equal to the weighted
average of the Maximum Mortgage Rates
of each Mortgage Loan minus the Expense Fee
Rate.
EXPENSE AMOUNT: For any Distribution Date and Loan Group, the
PRODUCT
OF the Expense Fee Rate and the SUM OF the
Stated Principal Balances of the
Mortgage Loans in that Loan Group as of the
Due Date occurring in the prior
calendar month.
EXPENSE FEES: As to each Mortgage Loan, the SUM OF the Master
Servicing
Fee and Trustee Fee.
EXPENSE FEE RATE: As to each Mortgage Loan, the SUM OF the
Master
Servicing Fee Rate and the Trustee Fee
Rate.
EXTRA PRINCIPAL
DISTRIBUTION AMOUNT: As of any Distribution Date, the
LESSER OF (x) the Total Monthly Excess
Spread for that Distribution Date and and
(y) the Overcollateralization Deficiency
for that Distribution Date.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States
created and existing under Title III of the
Emergency Home Finance Act of 1970, as
amended, or any successor thereto.
FITCH: Fitch, Inc., or any successor thereto. If Fitch is
designated as
a Rating Agency in the Preliminary
Statement, for purposes of Section 10.05(b)
the address for notices to Fitch shall be
Fitch, Inc., One State Street Plaza,
New York, New York 10004, Attention: MBS
Monitoring - IndyMac INABS 2005-C, or
any other address Fitch furnishes to the
Depositor and the Master Servicer.
FNMA: The Federal National Mortgage Association, a federally
chartered
and privately owned corporation organized
and existing under the Federal
National Mortgage Association Charter Act,
or any successor thereto.
FUNDING PERIOD: The period beginning on the Closing Date and ending
on
the earlier to occur of (i) the date upon
which the amount on deposit in the
Pre-Funding Accounts has been reduced to
zero or (ii) October 31, 2005.
GROUP I ALLOCATION PERCENTAGE: For any Distribution Date, the
percentage equivalent of a fraction, the
numerator of which is aggregate Stated
Principal Balance of the Group I Mortgage
Loans plus any amounts on deposit in
the Group I Pre-Funding Account and the
denominator of which is the sum of the
aggregate Stated Principal Balance of the
Group I Mortgage Loans and the Group
II Mortgage Loans plus any amounts on
deposit in the Pre-Funding Accounts.
GROUP I CERTIFICATES: As specified in the Preliminary
Statement.
GROUP I INTEREST COVERAGE ACCOUNT: The account established and
maintained pursuant to Section 3.23, which
account contains an amount, to be
paid by the Depositor to the Trustee on the
Closing Date, that represents
interest received or advanced on the Group
I Mortgage Loans.
GROUP I INTEREST REMITTANCE AMOUNT: For any Distribution Date,
the
portion of the Available Funds with respect
to Loan Group I that is attributable
to interest or amounts withdrawn from the
Group I Interest Coverage Account,
less an amount equal to the product of (x)
any Net Swap Payment or Swap
Termination Payment (not due to a Swap
Provider Trigger Event) deposited in the
Supplemental Interest Trust for payment to
the Swap Provider and (y) the Group I
Allocation Percentage.
GROUP I MAXIMUM CAP: For the Group I Certificates as of any
Distribution Date, the per annum rate
(subject to adjustment based on the actual
number of days elapsed in the related
Interest Accrual Period) equal to (i) the
sum of (x) the weighted average of the
Expense Adjusted Net Maximum Mortgage
Rates of the Group I Mortgage Loans and (y)
any Net Swap Payment made by the
Swap Provider, if any, multiplied by the
Group I Allocation Percentage divided
by (ii) the aggregate Stated Principal
Balance of the Mortgage Loans.
GROUP I MORTGAGE LOANS: The Mortgage Loans in Loan Group
I.
GROUP I NET WAC CAP: For each Class of Group I Certificates as of
any
Distribution Date, the per annum rate
(subject to adjustment based on the actual
number of days elapsed in the related
Interest Accrual Period) equal to a
fraction, expressed as a percentage, (A)
the numerator of which is equal to the
sum of (i) the amount of interest which
accrued on the Group I Mortgage Loans in
the prior calendar month and (ii) any
amount withdrawn from the Group I Interest
Coverage Account, if any, for such
Distribution Date minus (x) the Expense Fee
Rate payable with respect to the Group I
Mortgage Loans for such Distribution
Date and (y) any Net Swap Payment or Swap
Termination Payment (only if such Swap
Termination Payment was not due to a Swap
Provider Trigger Event) deposited in
the Supplemental Interest Trust for payment
to the Swap Provider, if any,
multiplied by the Group I Allocation
Percentage and (B) the denominator of which
is equal to the sum of (i) the aggregate
Stated Principal Balance of the Group I
Mortgage Loans as of the last day of the
immediately preceding Remittance
Period, after giving effect to principal
prepayments received during the related
Prepayment Period and (ii) the amount on
deposit in the Group I Pre-Funding
Account.
For federal income tax purposes, the equivalent of the foregoing
shall
be expressed as the weighted average of the
REMIC III Remittance Rate on REMIC
III Regular Interest LT1GRP, weighted on
the basis of the Uncertificated Balance
of such REMIC III Regular Interest.
GROUP I PRE-FUNDING ACCOUNT: The account established and
maintained
pursuant to Section 3.22.
GROUP I PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date is
the
PRODUCT OF:
(x) the
Principal Distribution Amount for such
Distribution Date
AND
(y) a
fraction, the numerator of which is the Principal
Remittance Amount for Loan Group I for that Distribution Date and
the
denominator of which is the Principal Remittance Amount for both
Loan
Groups for such Distribution Date;
PLUS, in the case of the Distribution Date immediately following
the
end of the Funding Period, any amounts remaining in the Group I
Pre-Funding Account and not used by the Trustee to purchase
Subsequent
Mortgage Loans to be included in Loan Group I.
GROUP I SENIOR PRINCIPAL DISTRIBUTION AMOUNT: For any
Distribution
Date, the EXCESS OF
(A) the
aggregate Class Certificate Balance of the Group
I Certificates immediately before that Distribution Date OVER
(B) the LESSER
of (x) 59.40% of the aggregate Stated
Principal Balance of all of the Group I Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period related to such
Distribution Date) and (y) an amount, not less than zero, equal to
the
aggregate Stated Principal Balance of all of the Group I Mortgage
Loans
as of the last day of the related Remittance Period (after
giving
effect to Principal Prepayments received in the Prepayment
Period
related to that Distribution Date) MINUS $1,687,547.
GROUP II ALLOCATION PERCENTAGE: For any Distribution Date, the
percentage equivalent of a franction, the
numerator of which is the aggregate
Stated Principal Balance of the Group II
Mortgage Loans plus any amounts on
deposit in the Group II Pre-Funding Account
and the denominator of which is the
sum of the aggregate Stated Principal
Balance of the Group I Mortgage Loans and
the Group II Mortgage Loans plus any
amounts on deposit in the Pre-Funding
Accounts.
GROUP II CERTIFICATES: As specified in the Preliminary
Statement.
GROUP II INTEREST COVERAGE ACCOUNT: The account established and
maintained pursuant to Section 3.23, which
account contains an amount, to be
paid by the Depositor to the Trustee on the
Closing Date, that represents
interest received or advanced on the Group
II Mortgage Loans.
GROUP II INTEREST REMITTANCE AMOUNT: For any Distribution Date,
the
portion of the Available Funds with respect
to Loan Group II that is
attributable to interest or withdrawn from
the Group II Interest Coverage
Account, less an amount equal to the
product of (x) any Net Swap Payment or Swap
Termination Payment (not due to a Swap
Provider Trigger Event) deposited in the
Supplemental Interest Trust for payment to
the Swap Provider and (y) the Group
II Allocation Percentage.
GROUP II MAXIMUM CAP: For each Class of Group II Certificates as of
any
Distribution Date, the per annum rate
(subject to adjustment based on the actual
number of days elapsed in the related
Interest Accrual Period) equal to (i) the
sum of (x) the weighted average of the
Expense Adjusted Net Maximum Mortgage
Rates of the Group II Mortgage Loans and
(y) any Net Swap Payment made by the
Swap Provider, if any, multiplied by the
Group II Allocation Percentage divided
by (ii) the aggregate Stated Princpal
Balance of the Mortgage Loans.
GROUP II MORTGAGE LOANS: The Mortgage Loans in Loan Group
II.
GROUP II NET WAC CAP: For each Class of Group II Certificates as of
any
Distribution Date, the per annum rate
(subject to adjustment based on the actual
number of days elapsed in the related
Interest Accrual Period) equal to a
fraction, expressed as a percentage, (A)
the numerator of which is equal to the
sum of (i) the amount of interest which
accrued on the Group II Mortgage Loans
in the prior calendar month and (ii) any
amount withdrawn from the Group II
Interest Coverage Account, if any, for such
Distribution Date minus (x) the
Expense Fee Rate payable with respect to
the Group II Mortgage Loans for such
Distribution Date and (y) any Net Swap
Payment or Swap Termination Payment (only
if such Swap Termination Payment was not
due to a Swap Provider Trigger Event)
deposited in the Supplemental Interest
Trust for payment to the Swap Provider,
if any, multiplied by the Group II
Allocation Percentage and (B) the denominator
of which is equal to the sum of (i) the
aggregate Stated Principal Balance of
the Group II Mortgage Loans as of the last
day of the immediately preceding
Remittance Period, after giving effect to
principal prepayments received during
the related Prepayment Period and (ii) the
amount on deposit in the Group II
Pre-Funding Account.
For federal income tax purposes, the equivalent of the foregoing
shall
be expressed as the weighted average of the
REMIC III Remittance Rate on REMIC
III Regular Interest LT2GRP, weighted on
the basis of the Uncertificated Balance
of such REMIC III Regular Interest.
GROUP II PRE-FUNDING ACCOUNT: The account established and
maintained
pursuant to Section 3.22.
GROUP II PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date
is
the PRODUCT OF:
(x) the
Principal Distribution Amount for such
Distribution Date
AND
(y) a
fraction, the numerator of which is the Principal
Remittance Amount for Loan Group II for that Distribution Date and
the
denominator of which is the Principal Remittance Amount for both
Loan
Groups for such Distribution Date;
PLUS, in the case of the Distribution Date
immediately following the end of the
Funding Period, any amounts remaining in
the Group II Pre-Funding Account and
not used by the Trustee to purchase
Subsequent Mortgage Loans to be included in
Loan Group II.
GROUP II SENIOR PRINCIPAL DISTRIBUTION AMOUNT is the EXCESS OF
(A) the
aggregate Class Certificate Balance of the Group
II Certificates immediately before that Distribution Date OVER
(B) the lesser
of (x) 59.40% of the aggregate Stated
Principal Balance of all the Group II Mortgage Loans as of the last
day
of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period related to that
Distribution Date) and (y) an amount, not less than zero, equal to
the
aggregate Stated Principal Balance of all the Group II Mortgage
Loans
as of the last day of the related Remittance Period (after
giving
effect to
Principal Prepayments received in the Prepayment Period
related to that Distribution Date) MINUS $1,812,453.
INDENTURE: The indenture, or document of similar import, if
any,
pursuant to which any NIM Notes are
issued.
INDEX: As to
each adjustable-rate Mortgage Loan, the index from time to
time in effect for the adjustment of the
Mortgage Rate set forth as such on the
related Mortgage Note.
INDIRECT PARTICIPANT: A broker, dealer, bank, or other
financial
institution or other Person that clears
through or maintains a custodial
relationship with a Depository
Participant.
INITIAL GROUP I MORTGAGE LOANS: The Closing Date Mortgage Loans in
Loan
Group I.
INITIAL GROUP II MORTGAGE LOANS: The Closing Date Mortgage Loans
in
Loan Group II.
INSURANCE POLICY: For any Mortgage Loan included in the Trust Fund,
any
insurance policy, including all its riders
and endorsements in effect, including
any replacement policy or policies for any
Insurance Policies.
INSURANCE PROCEEDS: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than
any amount included in such Insurance
Proceeds in respect of Insured Expenses or
released to the Mortgagor.
INSURED EXPENSES: Expenses covered by an Insurance Policy or any
other
insurance policy with respect to the
Mortgage Loans.
INTEREST ACCRUAL PERIOD: For each Class of Class A and
Subordinated
Certificates and the corresponding class of
lower-tier interest and any
Distribution Date, the period from the
Distribution Date in the month preceding
the month in which the Distribution Date
occurs to the day prior to such
Distribution Date (or in the case of the
first Distribution Date, the period
from the Closing Date to the day prior to
the first Distribution Date). For
purposes of computing interest accruals on
each Class of Class A and
Subordinated Certificates and the
corresponding class of lower-tier interest,
each Interest Accrual Period has the actual
number of days in the month and each
year is assumed to have 360 days.
INTEREST COVERAGE ACCOUNTS: The Group I Interest Coverage Account
and
the Group II Interest Coverage Account.
LENDER PMI LOAN: Any Mortgage Loan with respect to which the
related
lender rather than the related borrower
acquired primary mortgage guaranty
insurance and charged the related borrower
an interest premium.
LIBOR: For any Interest Accrual Period for the LIBOR Certificates,
the
rate determined by the Trustee on the
related LIBOR Determination Date on the
basis of the offered rate for one-month
U.S. dollar deposits that appears on
Telerate Page 3750 as of 11:00 a.m. (London
time) on that date. If the rate does
not appear on Telerate Page 3750, the rate
for that date will be determined on
the basis of the rates at which one-month
U.S. dollar deposits are offered by
the Reference Banks at approximately 11:00
a.m. (London time) on that date to
prime banks in the London interbank market.
In that case, the Trustee will
request the principal London office of each
of the Reference Banks to provide a
quotation of its rate. If at least two
quotations are so provided, the rate for
that date will be the arithmetic mean of
the quotations (rounded upwards if
necessary to the nearest whole multiple of
1/16%). If fewer than two quotations
are provided as requested, the rate for
that date will be the arithmetic mean of
the rates quoted by major banks in New York
City, selected by the Master
Servicer, at approximately 11:00 a.m. (New
York City time) on that date for
one-month U.S. dollar loans to leading
European banks.
LIBOR CERTIFICATES: As specified in the Preliminary Statement.
LIBOR DETERMINATION DATE: For any Interest Accrual Period for the
LIBOR
Certificates, the second London Business
Day preceding the commencement of the
Interest Accrual Period.
LIQUIDATED MORTGAGE LOAN: For any Distribution Date, a
defaulted
Mortgage Loan (including any REO Property)
that was liquidated in the calendar
month preceding the month of the
Distribution Date and as to which the Master
Servicer has certified (in accordance with
this Agreement) that it has received
all amounts it expects to receive in
connection with the liquidation of the
Mortgage Loan, including the final
disposition of an REO Property.
LIQUIDATION PROCEEDS: Amounts, including Insurance Proceeds
regardless
of when received, received in connection
with the partial or complete
liquidation of defaulted Mortgage Loans,
whether through trustee's sale,
foreclosure sale, or otherwise or amounts
received in connection with any
condemnation or partial release of a
Mortgaged Property, and any other proceeds
received in connection with an REO
Property, less the SUM OF related
unreimbursed Master Servicing Fees,
Servicing Advances and Advances.
LOAN GROUP: Any of Loan Group I or Loan Group II, as
applicable.
LOAN GROUP I: The Mortgage Loans identified on the Mortgage
Loan
Schedule as Group I Mortgage Loans.
LOAN GROUP II: The Mortgage Loans identified on the Mortgage
Loan
Schedule as Group II Mortgage Loans.
LOAN-TO-VALUE RATIO: For any Mortgage Loan and as of any date
of
determination, the fraction whose numerator
is the principal balance of the
related Mortgage Loan at that date of
determination and whose denominator is the
Collateral Value of the related Mortgaged
Property.
LONDON BUSINESS DAY: Any day on which dealings in deposits of
United
States dollars are transacted in the London
interbank market.
LOST MORTGAGE NOTE: Any Mortgage Note the original of which was
permanently lost or destroyed and has not
been replaced.
MAJORITY IN INTEREST: As to any Class of Regular Certificates,
the
Holders of Certificates of such Class
evidencing, in the aggregate, at least 51%
of the Percentage Interests evidenced by
all Certificates of such Class.
MARGIN: As to each adjustable-rate Mortgage Loan, the percentage
amount
on the related Mortgage Note added to the
Index in calculating its Mortgage
Rate.
MARKER RATE: With respect to the Class C Certificates and any
Distribution Date, a per annum rate equal
to two (2) times the weighted average
of the REMIC III Remittance Rates for each
REMIC III Regular Interest (other
than REMIC III Regular Interest LTAA,
LT1SUB, LT1GRP, LT2SUB, LT2GRP, LTXX, LTIO
and LTP) subject to a cap (for each such
REMIC III Regular Interest other than
REMIC III Regular Interest LTZZ) equal to
the REMIC III Remittance Rate for the
REMIC III Regular Interest the ownership of
which is represented by the
Corresponding Certificate for the purpose
of this calculation; with the rate on
REMIC III Regular Interest LTZZ subject to
a cap of zero for the purpose of this
calculation; provided, however, that solely
for this purpose, calculations of
the REMIC III Remittance Rate and the
related caps with respect to each such
REMIC III Regular Interest, other than
REMIC III Regular Interest LTZZ, shall be
multiplied by a fraction, the numerator of
which is the actual number of days in
the Interest Accrual Period and the
denominator of which is 30.
MASTER SERVICER: IndyMac Bank, F.S.B., a federal savings bank, and
its
successors and assigns, in its capacity as
master servicer under this Agreement.
MASTER SERVICER ADVANCE DATE: As to any Distribution Date, 12:30
p.m.
(Pacific time) on the Business Day
preceding the Distribution Date.
MASTER SERVICING FEE: As to each Mortgage Loan and any
Distribution
Date, one month's interest at the related
Master Servicing Fee Rate on the
Stated Principal Balance of the Mortgage
Loan as of the Due Date in the prior
calendar month or, in the event of any
payment of interest that accompanies a
Principal Prepayment in Full made by the
Mortgagor, interest at the Master
Servicing Fee Rate on the Stated Principal
Balance of the Mortgage Loan for the
period covered by the payment of interest,
subject to reduction as provided in
Section 3.15.
MASTER SERVICING FEE RATE: For each Mortgage Loan, 0.0035% perr
annum.
MAXIMUM LTZZ UNCERTIFICATED INTEREST DEFERRAL AMOUNT: With respect
to
any Distribution Date, the EXCESS OF (i)
accrued interest at the REMIC III
Remittance Rate applicable to REMIC III
Regular Interest LTZZ for such
Distribution Date on a balance equal to the
Uncertificated Balance of REMIC III
Regular Interest LTZZ MINUS the REMIC III
Overcollateralization Amount, in each
case for such Distribution Date, OVER (ii)
Uncertificated Interest on REMIC III
Regular Interest LTAI1, REMIC III Regular
Interest LTAII1, REMIC III Regular
Interest LTAII2, REMIC III Regular Interest
LTAII3, REMIC III Regular Interest
LTM1, REMIC III Regular Interest LTM2,
REMIC III Regular Interest LTM3, REMIC
III Regular Interest LTM4, REMIC III
Regular Interest LTM5, REMIC III Regular
Interest LTM6, REMIC III Regular Interest
LTM7, REMIC III Regular Interest LTM8,
REMIC III Regular Interest LTM9, REMIC III
Regular Interest LTM10 and REMIC III
Regular Interest LTM11 for such
Distribution Date, with the rate on each such
REMIC III Regular Interest subject to a cap
equal to the LESSER OF (i) LIBOR
PLUS the related Pass-Through Margin and
(ii) the related Net WAC Cap; provided,
however, that solely for this purpose,
calculations of the REMIC III Remittance
Rate and the related caps with respect to
REMIC III Regular Interest LTAI1,
REMIC III Regular Interest LTAII1 REMIC III
Regular Interest LTAII2, REMIC III
Regular Interest LTAII3, REMIC III Regular
Interest LTM1, REMIC III Regular
Interest LTM2, REMIC III Regular Interest
LTM3, REMIC III Regular Interest LTM4,
REMIC III Regular Interest LTM5, REMIC III
Regular Interest LTM6, REMIC III
Regular Interest LTM7, REMIC III Regular
Interest LTM8, REMIC III Regular
Interest LTM9, REMIC III Regular Interest
LTM10 and REMIC III Regular Interest
LTM11 shall be multiplied by a fraction,
the numerator of which is the actual
number of days in the Interest Accrual
Period and the denominator of which is
30.
MAXIMUM CAP: Any of the Group I Maximum Cap, the Group II Maximum
Cap
or the Subordinated Maximum Cap, as the
context requires.
MAXIMUM MORTGAGE RATE: As to each adjustable-rate Mortgage Loan,
the
percentage set forth in the related
Mortgage Note as the lifetime maximum
mortgage rate to which such Mortgage Rate
may be adjusted. As to each fixed-rate
Mortgage Loan, the related Mortgage
Rate.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation
organized and existing under the laws of
the State of Delaware, or any successor
thereto.
MERS MORTGAGE LOAN: Any Mortgage Loan registered with MERS on
the
MERS(R) System.
MERS(R) SYSTEM: The system of recording transfers of mortgages
electronically that is maintained by
MERS.
MIN: The mortgage
identification number for any MERS Mortgage Loan.
MOM LOAN: Any Mortgage Loan as to which MERS is acting as
mortgagee,
solely as nominee for the originator of
such Mortgage Loan and its successors
and assigns.
MONTHLY STATEMENT: The statement prepared by the Trustee pursuant
to
Section 4.03.
MOODY'S: Moody's Investors Service, Inc., or its successors in
interest. If Moody's is designated as a
Rating Agency in the Preliminary
Statement, for purposes of Section 10.05(b)
the address for notices to Moody's
shall be Moody's Investors Service, Inc.,
99 Church Street, New York, New York
10007, Attention: Residential Loan
Monitoring Group, or any other address that
Moody's furnishes to the Depositor and the
Master Servicer.
MORTGAGE: The mortgage, deed of trust, or other instrument creating
a
first lien on an estate in fee simple or
leasehold interest in real property
securing a Mortgage Note.
MORTGAGE FILE: The mortgage documents listed in Section 2.01
pertaining
to a particular Mortgage Loan and any
additional documents delivered to the
Trustee to be added to the Mortgage File
pursuant to this Agreement.
MORTGAGE LOANS: Such of the Closing Date Mortgage Loans and
Subsequent
Mortgage Loans transferred and assigned to
the Trustee pursuant to this
Agreement, as from time to time are held as
a part of the Trust Fund (including
any REO Property), the Mortgage Loans so
held being identified on the Mortgage
Loan Schedule, notwithstanding foreclosure
or other acquisition of title of the
related Mortgaged Property.
MORTGAGE LOAN SCHEDULE: As of any date, the list of Mortgage Loans
in
Schedule I (as supplemented by each
schedule of Subsequent Mortgage Loans)
included in the Trust Fund on such date.
The Mortgage Loan Schedule shall be
prepared by the Seller and shall contain
the following information with respect
to each Mortgage Loan by Loan Group and in
the aggregate:
(i) the loan
number;
(ii)
the Mortgagor's name and the street address of the
Mortgaged Property, including the zip code;
(iii) the
maturity date;
(iv)
the original principal balance;
(v) the
Cut-off Date Principal Balance or Subsequent
Cut-off Date Principal Balance, as applicable;
(vi)
the first payment date of the Mortgage Loan;
(vii) the
Scheduled Payment in effect as of the applicable
Cut-off Date;
(viii) the
Loan-to-Value Ratio at origination;
(ix)
a code indicating whether the residential dwelling at
the time of origination was represented to be
owner-occupied;
(x) a code
indicating whether the residential dwelling is
either (a) a detached single family dwelling, (b) a
townhouse, (c) a dwelling in a PUD, (d) a condominium
unit or (e) a two- to four-unit residential property;
(xi)
the Mortgage Rate in effect immediately following:
(a) the applicable date of origination; and (b) the
applicable Cut-off Date;
(xii) the
purpose for the Mortgage Loan;
(xiii) the type
of documentation program pursuant to which
the Mortgage Loan was originated;
(xiv) with
respect to the adjustable-rate Mortgage Loans:
(a) the
Maximum Mortgage Rate;
(b) the
Periodic Rate Cap;
(c) the
Adjustment Date;
(d) the
Margin; and
(e) the
Index;
(xv)
a code indicating whether the Mortgage Loan is a
Performance Loan;
(xvi) a
code indicating whether the Mortgage Loan is a
borrower-paid mortgage insurance loan;
(xvii)
[RESERVED];
(xviii) a code
indicating whether the Mortgage Loan is a
Lender PMI Loan;
(xix) the
coverage amount of any mortgage insurance;
(xx)
with respect to the Lender PMI Loans, the related
interest premium;
(xxi) a
code indicating whether the Mortgage Loan is a
Delayed Delivery Mortgage Loan;
(xxii) a code
indicating whether the Mortgage Loan is a MERS
Mortgage Loan; and
(xxiii) A code
indicating the term, if any, of a Prepayment
Charge.
The schedule shall also state the total of
the amounts described under (v) above
for all of the Mortgage Loans in each Loan
Group and in the aggregate.
MORTGAGE NOTE: The original executed note or other evidence of
the
indebtedness of a Mortgagor under a
Mortgage Loan.
MORTGAGE RATE: The annual rate of interest borne by a Mortgage
Note
from time to time MINUS any interest
premium if the applicable Mortgage Note
relates to a Lender PMI Loan, if any.
MORTGAGED PROPERTY: The underlying property securing a Mortgage
Loan.
MORTGAGOR: The obligors on a Mortgage Note.
NET PREPAYMENT INTEREST SHORTFALL: For any Distribution Date and
Loan
Group, the EXCESS OF the Prepayment
Interest Shortfalls for such Loan Group for
such Distribution Date OVER the SUM OF (i)
the Compensating Interest for such
Loan Group and Distribution Date and (ii)
the EXCESS OF the Compensating
Interest for the other Loan Group over the
Prepayment Interest Shortfalls for
such other Loan Group.
NET SWAP PAYMENT: With respect to each Distribution Date, the
net
payment required to be made pursuant to the
terms of the Swap Agreement by
either the Swap Provider or the
Supplemental Interest Trust, which net payment
shall not take into account any Swap
Termination Payment.
NET WAC CAP: Any of the Group I Net WAC Cap, the Group II Net WAC
Cap
or the Subordinated Net WAC Cap, as the
context requires.
NET WAC CAP CARRY FORWARD AMOUNT: For any Class of Certificates and
any
Distribution Date, an amount equal to the
aggregate amount of Net WAC Shortfall
for such Class on that Distribution Date
(to the extent not covered by payments
from the Excess Reserve Fund Account or the
Supplemental Interest Trust) PLUS
any unpaid Net WAC Shortfall for such Class
from prior Distribution Dates (and
interest accrued thereon at the then
applicable Pass-Through Rate on that Class
of Certificates, without giving effect to
the applicable Net WAC Cap).
NET WAC CAP PAYMENT: For any Distribution Date, any Net WAC Cap
Carry
Forward Amount for that Distribution Date
MINUS the amount of payments received
under the Cap Contract and applied to the
payment of the Net WAC Cap Carry
Forward Amount for that Distribution
Date.
NET WAC SHORTFALL: For any Class of Class A and Subordinated
Certificates and any Distribution Date on
which the Pass-Through Rate for that
Class is the related Net WAC Cap, an amount
equal to excess of (x) the amount of
interest such Class of Certificates would
have accrued for such Distribution
Date had such Pass-Through Rate not been
limited by the related Net WAC Cap over
(y) the amount of interest such Class of
Certificates accrued for such
Distribution Date at the related Net WAC
Cap.
NIM INSURER: Any insurer guarantying at the request of the
Seller
certain payments under the NIM Notes.
NIM NOTES: Net interest margin securities, if any, which are
secured by
the cash flow on the Class C and/or Class P
Certificates.
NONRECOVERABLE ADVANCE: Any portion of an Advance previously made
or
proposed to be made by the Master Servicer,
that, in the good faith judgment of
the Master Servicer, will not be ultimately
recoverable by the Master Servicer
from the related Mortgagor or related
Liquidation Proceeds or otherwise from
collections related to the Mortgage
Loan.
NOTICE OF FINAL DISTRIBUTION: The notice to be provided pursuant
to
Section 9.02, to the effect that final
distribution on any of the Certificates
shall be made only on its presentation and
surrender.
NOTIONAL AMOUNT: With respect to the Class C Certificates and
any
Distribution Date, the aggregate
Uncertificated Balance of the REMIC III Regular
Interests (other than REMIC III Regular
Interest LTP) immediately prior to
Distribution Date.
OFFERED CERTIFICATES: As specified in the Preliminary
Statement.
OFFICER'S CERTIFICATE: A certificate (i) signed by the Chairman of
the
Board, the Vice Chairman of the Board, the
President, a Managing Director, a
Vice President (however denominated), an
Assistant Vice President, the
Treasurer, the Secretary, or one of the
Assistant Treasurers or Assistant
Secretaries of the Depositor or the Master
Servicer, or (ii) if provided for in
this Agreement, signed by a Servicing
Officer, as the case may be, and delivered
to the Depositor and the Trustee as
required by this Agreement.
OPINION OF COUNSEL: For the interpretation or application of the
REMIC
Provisions, counsel must (i) in fact be
independent of the Depositor and the
Master Servicer, (ii) not have any direct
financial interest in the Depositor or
the Master Servicer or in any affiliate of
either, and (iii) not be connected
with the Depositor or the Master Servicer
as an officer, employee, promoter,
underwriter, trustee, partner, director, or
person performing similar functions.
Otherwise, Opinion of Counsel is a written
opinion of counsel, who may be
counsel for the Depositor or the Master
Servicer, including in-house counsel,
reasonably acceptable to the Trustee.
OPTIONAL TERMINATION: The termination of the Trust Fund created
hereunder in connection with the purchase
of the Mortgage Loans pursuant to
Section 9.01(a).
OPTIONAL TERMINATION DATE: The Distribution Date following the last
day
of the related Remittance Period on which
the aggregate Stated Principal Balance
of the Mortgage Loans and any REO Property
declines to less than 10% of the sum
of (i) the aggregate Stated Principal
Balance of the Closing Date Mortgage Loans
as of the Cut-off Date and (ii) the sum of
aggregate Stated Principal Balances
of the Subsequent Mortgage Loans as of the
related Subsequent Cut-off Dates.
ORIGINAL GROUP I PRE-FUNDED AMOUNT: The amount deposited by the
Depositor in the Group I Pre-Funding
Account on the Closing Date, which amount
is $31,336,723.
ORIGINAL GROUP II PRE-FUNDED AMOUNT. The amount deposited by
the
Depositor in the Group II Pre-Funding
Account on the Closing Date, which amount
is $35,670,389.
ORIGINAL PRE-FUNDED AMOUNTS: The Original Group I Pre-Funded Amount
and
the Original Group II Pre-Funded Amount, as
applicable.
OTS: The Office of Thrift Supervision.
OUTSTANDING: For the Certificates as of any date of determination,
all
Certificates theretofore executed and
authenticated under this Agreement except:
(i)
Certificates theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; and
(ii)
Certificates in exchange for which or in lieu of
which other Certificates have been executed and delivered by
the
Trustee pursuant to this Agreement.
OUTSTANDING MORTGAGE LOAN: As of any Due Date, a Mortgage Loan with
a
Stated Principal Balance greater than zero
that was not the subject of a
Principal Prepayment in Full before the Due
Date or during the Prepayment Period
related to that Due Date and that did not
become a Liquidated Mortgage Loan
before the Due Date.
OVERCOLLATERALIZATION AMOUNT: For any Distribution Date, the EXCESS
OF
(a) the
aggregate Stated Principal Balance of the Mortgage Loans
as of the preceding Due Date plus any
amounts on deposit in the Pre-Funding
Accounts (exclusive of any investment
income therein) OVER
(b) the
aggregate Class Certificate Balance of the Class A,
Subordinated and Class P Certificates as of
that date (assuming the payment of
100% of the Principal Remittance Amount on
those Certificates on that
Distribution Date).
OVERCOLLATERALIZATION DEFICIENCY: For any Distribution Date, the
EXCESS
of (a) the Overcollateralization Target
Amount applicable to such Distribution
Date OVER (b) the Overcollateralization
Amount applicable to such Distribution
Date.
OVERCOLLATERALIZATION TARGET AMOUNT: With respect to any
Distribution
Date: (i) before the Stepdown Date, an
amount equal to 1.90% of the sum of the
Cut-off Date Principal Balance of the
Closing Date Mortgage Loans plus the
Original Pre-Funded Amounts; (ii) on or
after the Stepdown Date and provided
that a Trigger Event is not in effect, an
amount equal to the GREATER OF (x)
3.80% of the then current aggregate
outstanding Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Remittance Period (after giving
effect to Scheduled Payments of principal
due during the related Remittance
Period to the extent received or advanced
and Principal Prepayments received
during the Prepayment Period related to
such Distribution Date) and (y)
$3,500,000; or (iii) if a Trigger Event is
in effect, the Overcollateralization
Target Amount for the immediately preceding
Distribution Date.
OWNERSHIP INTEREST: As to any Residual Certificate, any
ownership
interest in the Certificate, including any
interest in the Certificate as its
Holder and any other interest therein,
whether direct or indirect, legal or
beneficial.
PASS-THROUGH MARGIN: For the Interest Accrual Period for each
Distribution Date on or before the Optional
Termination Date and: the Class
A-I-1 Certificates, 0.260%; the Class
A-II-1 Certificates, 0.110%; the Class
A-II-2 Certificates, 0.270%; the Class
A-II-3 Certificates, 0.370%; the Class
M-1 Certificates, 0.480%; the Class M-2
Certificates, 0.500%; the Class M-3
Certificates, 0.520%; the Class M-4
Certificates, 0.610%; the Class M-5
Certificates, 0.650%; the Class M-6
Certificates, 0.720%; the Class M-7
Certificates, 1.200%; the Class M-8
Certificates, 1.350%; the Class M-9
Certificates, 1.750%; the Class M-10
Certificates, 3.000%; and the Class M-11
Certificates, 2.500%. For the Interest
Accrual Period for each Distribution Date
after the Optional Termination Date, the
Pass-Through Margin for each of the
Class A-I-1, Class A-II-1, Class A-II-2 and
Class A-II-3 Certificates shall be 2
times its initial margin and the
Pass-Through Margin for each Class of
Subordinated Certificates shall be 1.5
times its initial margin.
PASS-THROUGH RATE: With respect to any Class of Class A
Certificates or
Subordinated Certificates and any
Distribution Date, the LEAST OF (x) LIBOR plus
the related Pass-Through Margin for such
Distribution Date, (y) the related Net
WAC Cap for such Distribution Date and (z)
the related Maximum Cap for such
Distribution Date.
With respect to the Class C Certificates and any Distribution Date,
a
rate per annum equal to the percentage
equivalent of a fraction, the numerator
of which is the sum of the amounts
calculated pursuant to clauses (A) through
(R) below, and the denominator of which is
the aggregate Uncertificated Balance
of REMIC III Regular Interest LTAA, REMIC
III Regular Interest LTAI1, REMIC III
Regular Interest LTAII1, REMIC III Regular
Interest LTAII2, REMIC III Regular
Interest LTAII3, REMIC III Regular Interest
LTM1, REMIC III Regular Interest
LTM2, REMIC III Regular Interest LTM3,
REMIC III Regular Interest LTM4, REMIC
III Regular Interest LTM5, REMIC III
Regular Interest LTM6, REMIC III Regular
Interest LTM7, REMIC III Regular Interest
LTM8, REMIC III Regular Interest LTM9,
REMIC III Regular Interest LTM10, REMIC III
Regular Interest LTM11 and REMIC III
Regular Interest LTZZ. For purposes of
calculating the Pass-Through Rate for the
Class C Certificates, the numerator is
equal to the sum of the following
components:
(A) the REMIC
III Remittance Rate for REMIC III Regular Interest
LTAA MINUS the Marker Rate, applied to an
amount equal to the Uncertificated
Balance of REMIC III Regular Interest
LTAA;
(B) the REMIC
III Remittance Rate for REMIC III Regular Interest
LTAI1 MINUS the Marker Rate, applied to an
amount equal to the Uncertificated
Balance of REMIC III Regular Interest
LTAI1;
(C) the REMIC
III Remittance Rate for REMIC III Regular Interest
LTAII1 MINUS the Marker Rate, applied to an
amount equal to the Uncertificated
Balance of REMIC III Regular Interest
LTAII1;
(D) the REMIC
III Remittance Rate for REMIC III Regular Interest
LTAII2 MINUS the Marker Rate, applied to an
amount equal to the Uncertificated
Balance of REMIC III Regular Interest
LTAII2;
(E) the REMIC
III Remittance Rate for REMIC III Regular Interest
LTAII3 MINUS the Marker Rate, applied to an
amount equal to the Uncertificated
Balance of REMIC III Regular Interest
LTAII3;
(F) the REMIC
III Remittance Rate for REMIC III Regular Interest
LTM1 MINUS the Marker Rate, applied to an
amount equal to the Uncertificated
Balance of REMIC III Regular Interest
LTM1;
(G) the REMIC
III Remittance Rate for REMIC III Regular Interest
LTM2 MINUS the Marker Rate, applied to an
amount equal to the Uncertificated
Balance of REMIC III Regular Interest
LTM2;
(H) the REMIC
III Remittance Rate for REMIC III Regular Interest
LTM3 MINUS the Marker Rate, applied to an
amount equal to the Uncertificated
Balance of REMIC III Regular Interest
LTM3;
(I) the REMIC
III Remittance Rate for REMIC III Regular Interest
LTM4 MINUS the Marker Rate, applied to an
amount equal to the Uncertificated
Balance of REMIC III Regular Interest
LTM4;
(J) the REMIC
III Remittance Rate for REMIC III Regular Interest
LTM5 MINUS the Marker Rate, applied to an
amount equal to the Uncertificated
Balance of REMIC III Regular Interest
LTM5;
(K) the REMIC
III Remittance Rate for REMIC III Regular Interest
LTM6 MINUS the Marker Rate, applied to an
amount equal to the Uncertificated
Balance of REMIC III Regular Interest
LTM6;
(L) the REMIC
III Remittance Rate for REMIC III Regular Interest
LTM7 MINUS the Marker Rate, applied to an
amount equal to the Uncertificated
Balance of REMIC III Regular Interest
LTM7;
(M) the REMIC
III Remittance Rate for REMIC III Regular Interest
LTM8 MINUS the Marker Rate, applied to an
amount equal to the Uncertificated
Balance of REMIC III Regular Interest
LTM8;
(N) the REMIC
III Remittance Rate for REMIC III Regular Interest
LTM9 MINUS the Marker Rate, applied to an
amount equal to the Uncertificated
Balance of REMIC III Regular Interest
LTM9;
(O) the REMIC
III Remittance Rate for REMIC III Regular Interest
LTM10 MINUS the Marker Rate, applied to an
amount equal to the Uncertificated
Balance of REMIC III Regular Interest
LTM10;
(P)
the REMIC
III Remittance Rate for REMIC III Regular Interest
LTM11 MINUS the Marker Rate, applied to an
amount equal to the Uncertificated
Balance of REMIC III Regular Interest
LTM11;
(Q) the REMIC
III Remittance Rate for REMIC III Regular Interest
LTZZ MINUS the Marker Rate, applied to an
amount equal to the Uncertificated
Balance of REMIC III Regular Interest LTZZ;
and
(R) 100% of
the interest on REMIC III Regular Interest LTP.
The Class P Certificates and Class R Certificates will not
accrue
interest and therefore will not have a
Pass-Through Rate.
PERCENTAGE INTEREST: As to any Certificate, the percentage
interest
evidenced thereby in distributions required
to be made on the related Class,
such percentage interest being stated on
its face or equal to the percentage
obtained by dividing the Denomination of
the Certificate by the aggregate of the
Denominations of all Certificates of the
same Class.
PERFORMANCE LOAN: Adjustable-rate Mortgage Loans that provide
borrowers
the potential of margin reduction for good
payment history. If, at the time of
evaluation, the related borrower has made
scheduled payments in full since the
origination of the loan with a maximum of
one late payment (which, however,
cannot be in the month of evaluation), the
Mortgage Loan is eligible for a
reduction (ranging from 0.50% to 1.00%) in
the margin used to calculate the
Mortgage Rate.
PERIODIC RATE CAP: As to any adjustable-rate Mortgage Loan and
any
Adjustment Date, the maximum percentage
increase or decrease to the related
Mortgage Rate on the Adjustment Date, as
specified in the related Mortgage Note.
PERMITTED INVESTMENTS: At any time, any of the following:
(i)
obligations of the United States or any agency thereof backed
by the full faith and credit of the United
States;
(ii)
general obligations of or obligations guaranteed by any state
of the United States or the District of
Columbia receiving the highest long-term
debt rating of each Rating Agency, or any
lower rating that will not result in
the downgrading or withdrawal of the
ratings then assigned to the Certificates
by the Rating Agencies, as evidenced by a
signed writing delivered by each
Rating Agency;
(iii)
commercial or finance company paper that is then receiving the
highest commercial or finance company paper
rating of each Rating Agency, or any
lower rating that will not result in the
downgrading or withdrawal of the
ratings then assigned to the Certificates
by the Rating Agencies, as evidenced
by a signed writing delivered by each
Rating Agency;
(iv)
certificates of deposit, demand or time deposits, or bankers'
acceptances issued by any depository
institution or trust company incorporated
under the laws of the United States or of
any state thereof and subject to
supervision and examination by federal or
state banking authorities; provided,
that the commercial paper or long-term
unsecured debt obligations of the
depository institution or trust company (or
in the case of the principal
depository institution in a holding company
system, the commercial paper or
long-term unsecured debt obligations of the
holding company, but only if Moody's
is not a Rating Agency) are then rated one
of the two highest long-term and the
highest short-term ratings of each Rating
Agency for the securities, or any
lower rating that will not result in the
downgrading or withdrawal of the
ratings then assigned to the Certificates
by the Rating Agencies, as evidenced
by a signed writing delivered by each
Rating Agency;
(v) demand or
time deposits or certificates of deposit issued by
any bank or trust company or savings
institution to the extent that the deposits
are fully insured by the FDIC;
(vi)
guaranteed reinvestment agreements issued by any bank,
insurance company, or other corporation
acceptable to the Rating Agencies at the
time of the issuance of the agreements, as
evidenced by a signed writing
delivered by each Rating Agency;
(vii)
repurchase obligations with respect to any security described
in clauses (i) and (ii) above, in either
case entered into with a depository
institution or trust company (acting as
principal) described in clause (iv)
above; provided, that such repurchase
obligation would be accounted for as a
financing arrangement under generally
accepted accounting principles;
(viii)
securities (other than stripped bonds, stripped coupons, or
instruments sold at a purchase price in
excess of 115% of their face amount)
bearing interest or sold at a discount,
issued by any corporation incorporated
under the laws of the United States or any
state thereof, that, at the time of
the investment, have one of the two highest
ratings of each Rating Agency
(except that if the Rating Agency is
Moody's, the rating shall be the highest
commercial paper rating of Moody's for the
securities), or any lower rating that
will not result in the downgrading or
withdrawal of the ratings then assigned to
the Certificates by the Rating Agencies, as
evidenced by a signed writing
delivered by each Rating Agency;
(ix)
units of a taxable money-market portfolio having the highest
rating assigned by each Rating Agency and
restricted to obligations issued or
guaranteed by the United States of America
or entities whose obligations are
backed by the full faith and credit of the
United States of America and
repurchase agreements collateralized by
such obligations; and
(x) any other
investments bearing interest or sold at a discount
acceptable to the Rating Agencies that will
not result in the downgrading or
withdrawal of the ratings then assigned to
the Certificates by the Rating
Agencies, as evidenced by a signed writing
delivered by each Rating Agency.
No Permitted Investment may (i) evidence
the right to receive interest only
payments with respect to the obligations
underlying the instrument, (ii) be sold
or disposed of before its maturity or (iii)
be any obligation of the Seller or
any of its Affiliates. Any Permitted
Investment shall be relatively risk free
and no options or voting rights shall be
exercised with respect to any Permitted
Investment. Any Permitted Investment shall
be sold or disposed of in accordance
with Statement of Financial Accounting
Standards No. 140, paragraph 35c(6), in
effect as of the Closing Date.
PERMITTED TRANSFEREE: Any Person other than:
(i) the United
States, any State or political subdivision thereof,
or any agency or instrumentality of any of
the foregoing;
(ii)
a foreign government, International Organization, or any
agency or instrumentality of either of the
foregoing;
(iii) an
organization (except certain farmers' cooperatives
described in Section 521 of the Code) that
is exempt from tax imposed by Chapter
1 of the Code (including the tax imposed by
Section 511 of the Code on unrelated
business taxable income) on any excess
inclusions (as defined in Section
860E(c)(1) of the Code) with respect to any
Residual Certificate;
(iv)
rural electric and telephone cooperatives described in Section
1381(a)(2)(C) of the Code;
(v) an
"electing large partnership" as defined in Section 775 of
the Code;
(vi)
a Person that is not a U.S. Person; and
(vii) any
other Person so designated by the Depositor based on an
Opinion of Counsel that the Transfer of an
Ownership Interest in a Residual
Certificate to the Person may cause any
REMIC created under this Agreement to
fail to qualify as a REMIC at any time that
the Certificates are outstanding.
The terms "UNITED STATES," "STATE," and "INTERNATIONAL
ORGANIZATION"
have the meanings in Section 7701 of the
Code or successor provisions. A
corporation will not be treated as an
instrumentality of the United States or of
any State or political subdivision thereof
for these purposes if all of its
activities are subject to tax and, with the
exception of the FHLMC, a majority
of its board of directors is not selected
by such government unit.
PERSON: Any individual, corporation, partnership, joint
venture,
association, limited liability company,
joint-stock company, trust,
unincorporated organization or government,
or any agency or political
subdivision thereof.
POOL STATED PRINCIPAL BALANCE: As to any Distribution Date, the
aggregate Stated Principal Balance of the
Outstanding Mortgage Loans on the last
day of the related Remittance Period.
PRE-FUNDING ACCOUNTS: The Group I Pre-Funding Account and the Group
II
Pre-Funding Account, as applicable.
PREPAYMENT CHARGE: As to a Mortgage Loan, any charge paid by a
Mortgagor in connection with certain
partial prepayments and all prepayments in
full made within the related Prepayment
Charge Period, the Prepayment Charges
with respect to each applicable Mortgage
Loan so held by the Trust Fund being
identified in the Prepayment Charge
Schedule.
PREPAYMENT CHARGE PERIOD: As to any Mortgage Loan, the period of
time
during which a Prepayment Charge may be
imposed.
PREPAYMENT CHARGE SCHEDULE: As of any date, the list of
Prepayment
Charges included in the Trust Fund on that
date (including the prepayment charge
summary attached thereto). The Prepayment
Charge Schedule shall contain the
following information with respect to each
Prepayment Charge:
(i) the
Mortgage Loan account number;
(ii)
a code indicating the type of Prepayment Charge;
(iii) the
state of origination in which the related
Mortgaged Property is located;
(iv)
the first date on which a monthly payment is or was
due under the related Mortgage Note;
(v) the term
of the Prepayment Charge;
(vi)
the original principal amount of the related Mortgage
Loan; and
(vii) the
Cut-off Date Principal Balance or Subsequent
Cut-off Date Principal Balance, as applicable, of the related
Mortgage
Loan.
The Prepayment Charge Schedule shall be amended from time to time
by
the Master Servicer in accordance with this
Agreement and a copy of the amended
schedule shall be delivered to the NIM
Insurer.
PREPAYMENT INTEREST EXCESS: As to any Principal Prepayment received
by
the Master Servicer on a Mortgage Loan from
the first day through the fifteenth
day of any calendar month other than
September 2005, all amounts paid by the
related Mortgagor in respect of interest on
such Principal Prepayment. All
Prepayment Interest Excess shall be
retained by the Master Servicer as
additional master servicing
compensation.
PREPAYMENT INTEREST SHORTFALL: As to any Distribution Date,
Mortgage
Loan and Principal Prepayment received on
or after the sixteenth day of the
month preceding the month of such
Distribution Date (or, in the case of the
first Distribution Date, on or after
September 1, 2005) and on or before the
last day of the month preceding the month
of such Distribution Date, the amount,
if any, by which one month's interest at
the related Mortgage Rate, net of the
Master Servicing Fee Rate, on such
Principal Prepayment exceeds the amount of
interest paid in connection with such
Principal Prepayment.
PREPAYMENT PERIOD: As to any Distribution Date and related Due
Date,
the period from and including the 16th day
of the month immediately prior to the
month of such Distribution Date (or, in the
case of the first Distribution Date,
on September 1, 2005) to and including the
15th day of the month of such
Distribution Date.
PRIMARY INSURANCE POLICY: Each policy of primary mortgage
guaranty
insurance or any replacement policy
therefor with respect to any Mortgage Loan.
PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the SUM
OF
(i) the Basic Principal Distribution Amount
for the Distribution Date and (ii)
the Extra Principal Distribution Amount for
the Distribution Date.
PRINCIPAL PREPAYMENT: Any payment of principal by a Mortgagor on
a
Mortgage Loan (including the Purchase Price
of any modified Mortgage Loan
purchased pursuant to Section 3.12(c)) that
is received in advance of its
scheduled Due Date and is not accompanied
by an amount representing scheduled
interest due on any date in any month after
the month of prepayment. The Master
Servicer shall apply partial Principal
Prepayments in accordance with the
related Mortgage Note.
PRINCIPAL PREPAYMENT IN FULL: Any Principal Prepayment made by
a
Mortgagor of the entire principal balance
of a Mortgage Loan.
PRINCIPAL REMITTANCE AMOUNT: For any Distribution Date and Loan
Group,
the SUM OF the following amounts (without
duplication) with respect to the
Mortgage Loans in such Loan Group:
(i) the
principal portion of previously undistributed Scheduled
Payments due after the Cut-off Date and by
the Due Date occurring in the related
Remittance Period that were not the subject
of a previous Advance and were
received by the Master Servicer before the
related Determination Date or were
part of the Advance for the Determination
Date;
(ii)
each Principal Prepayment received by the Master Servicer
during the related Prepayment Period;
(iii) the
Liquidation Proceeds on the Mortgage Loans allocable to
principal and Subsequent Recoveries
actually collected by the Master Servicer
during the preceding calendar month;
(iv)
the principal portion of the purchase price with respect to
each Deleted Mortgage Loan, the repurchase
obligation for which arose during the
preceding calendar month and that was
repurchased before the related
Distribution Account Deposit Date;
(v) the
principal portion of any Substitution Adjustment Amounts
in connection with a substitution of a
Mortgage Loan as of the Distribution
Date; and
(vi)
the proceeds received with respect to the termination of the
Trust Fund (to the extent such proceeds
relate to principal);
MINUS
(vii) any
Net Swap Payment or Swap Termination Payment (not due to a
Swap Provider Trigger Event) deposited in
the Supplemental Interest Trust for
payment to the Swap Provider on such
Distribution Date (to the extent not paid
from interest collections).
PRIVATE CERTIFICATES: As specified in the Preliminary
Statement.
PROSPECTUS SUPPLEMENT: The Prospectus Supplement dated September
26,
2005 relating to the Offered
Certificates.
PUD: Planned Unit Development.
PURCHASE PRICE: For any Mortgage Loan required to be purchased by
the
Seller pursuant to Section 2.01, 2.02, 2.03
or 2.05 or purchased by the Master
Servicer pursuant to Section 3.12, the SUM
OF:
(i) 100% of
the unpaid principal balance of the Mortgage Loan on
the date of the purchase;
(ii)
accrued interest on the Mortgage Loan at the applicable
Mortgage Rate (or at the applicable
Adjusted Mortgage Rate if (x) the purchaser
is the Master Servicer or (y) if the
purchaser is the Seller and the Seller is
the Master Servicer) from the date through
which interest was last paid by the
Mortgagor to the Due Date in the month in
which the Purchase Price is to be
distributed to Certificateholders, net of
any unreimbursed Advances made by the
Master Servicer on the Mortgage Loan;
and
(iii)
any costs
and damages incurred by the Trust Fund in connection
with any violation by the Mortgage Loan of
any predatory or abusive lending law.
If the Mortgage Loan is a Mortgage Loan to
be repurchased pursuant to Section
3.12, the interest component of the
Purchase Price shall be computed (i) on the
basis of the applicable Adjusted Mortgage
Rate before giving effect to the
related modification and (ii) from the date
to which interest was last paid to
the date on which the Mortgage Loan is
assigned to the Master Servicer pursuant
to Section 3.12(c).
QUALIFIED INSURER: A mortgage guaranty insurance company duly
qualified
as such under the laws of the state of its
principal place of business and each
state having jurisdiction over the insurer
in connection with the insurance
policy issued by the insurer, duly
authorized and licensed in such states to
transact a mortgage guaranty insurance
business in such states and to write the
insurance provided by the insurance policy
issued by it, approved as an FNMA- or
FHLMC-approved mortgage insurer or having a
claims paying ability rating of at
least "AA" or an equivalent rating by a
nationally recognized statistical rating
organization. Any replacement insurer with
respect to a Mortgage Loan must have
at least as high a claims paying ability
rating as the insurer it replaces had
on the Closing Date.
RATING AGENCY: Each of the Rating Agencies specified in the
Preliminary
Statement. If any of them or a successor is
no longer in existence, "RATING
AGENCY" shall be the nationally recognized
statistical rating organization, or
other comparable Person, designated by the
Depositor, notice of which
designation shall be given to the Trustee.
References to a given rating or
rating category of a Rating Agency means
the rating category without giving
effect to any modifiers.
REALIZED LOSS: The excess of the Stated Principal Balance of a
defaulted Mortgage Loan over the net
Liquidation Proceeds with respect thereto
that are allocated to the principal balance
of such Mortgage Loan. To the extent
the Master Servicer receives Subsequent
Recoveries with respect to any Mortgage
Loan, the amount of the Realized Loss with
respect to that Mortgage Loan will be
reduced by such Subsequent Recoveries.
RECORD DATE: For the Class A and Subordinated Certificates held
in
book-entry form, the close of business on
the Business Day before the related
Distribution Date. For any Definitive
Certificate, the close of business on the
last Business Day of the month preceding
the month of the related Distribution
Date.
REFERENCE BANK: As defined in Section 4.07.
REFINANCE LOAN: Any Mortgage Loan the proceeds of which are used
to
refinance an existing Mortgage Loan.
REGULAR CERTIFICATES: Any Class A, Class M, Class C or Class P
Certificate.
RELIEF ACT: The
Servicemembers Civil Relief Act.
RELIEF ACT INTEREST SHORTFALL: With respect to any Distribution
Date
and any Mortgage Loan as to which there has
been a reduction in the amount of
interest collectible thereon for the most
recently ended calendar month as a
result of the application of the Relief Act
or similar state laws, the amount,
if any, by which (i) interest collectible
on such Mortgage Loan for the most
recently ended calendar month is less than
(ii) interest accrued thereon for
such month pursuant to the Mortgage
Note.
REMIC: A "real estate mortgage investment conduit" within the
meaning
of Section 860D of the Code.
REMIC I: The segregated pool of assets subject hereto, constituting
the
primary trust created hereby and to be
administered hereunder, with respect to
which a REMIC election is to be made,
consisting of: (i) such Mortgage Loans and
Prepayment Charges as from time to time are
subject to this Agreement, together
with the Mortgage Files relating thereto,
and together with all collections
thereon and proceeds thereof; (ii) any REO
Property, together with all
collections thereon and proceeds thereof;
(iii) the Trustee's rights with
respect to the Mortgage Loans under all
insurance policies, required to be
maintained pursuant to this Agreement and
any proceeds thereof; (iv) the
Depositor's rights under this Agreement
(including any security interest created
thereby) to the extent conveyed pursuant to
Section 2.01; and (v) the Collection
Account, the Distribution Account and such
assets that are deposited therein
from time to time and any investments
thereof, together with any and all income,
proceeds and payments with respect thereto.
Notwithstanding the foregoing,
however, REMIC I specifically excludes the
Pre-Funding Accounts, any Subsequent
Mortgage Loan Interest, the Excess Reserve
Fund Account, the Interest Coverage
Account, the Cap Contract, the Supplemental
Interest Trust, the Swap Agreement,
all payments and other collections of
principal and interest due on the Mortgage
Loans on or before the Cut-off Date and all
Prepayment Charges payable in
connection with Principal Prepayments made
before the Cut-off Date.
REMIC I REGULAR INTEREST: Any of the separate non-certificated
beneficial ownership interests in REMIC I
issued hereunder and designated as a
regular interest in REMIC I. Each REMIC I
Regular Interest shall accrue interest
at the related REMIC I Remittance Rate in
effect from time to time, and shall be
entitled to distributions of principal,
subject to the terms and conditions
hereof, in an aggregate amount equal to its
initial Uncertificated Balance as
set forth in the Preliminary Statement
hereto.
REMIC I REGULAR INTEREST I-LT1: One of the separate
non-certificated
beneficial ownership interests in REMIC I
issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I
Regular Interest I-LT1 shall accrue
interest at the related REMIC I Remittance
Rate in effect from time to time, and
shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC I
REGULAR INTEREST I-LT1PF: One of the separate non-certificated
beneficial ownership interests in REMIC I
issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I
Regular Interest I-LT1PF shall accrue
interest at the related REMIC I Remittance
Rate in effect from time to time, and
shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC I REGULAR INTEREST I-LT2: One of the separate
non-certificated
beneficial ownership interests in REMIC I
issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I
Regular Interest I-LT2 shall accrue
interest at the related REMIC I Remittance
Rate in effect from time to time, and
shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC I REGULAR INTEREST I-LT2PF: One of the separate
non-certificated
beneficial ownership interests in REMIC I
issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I
Regular Interest I-LT2PF shall accrue
interest at the related REMIC I Remittance
Rate in effect from time to time, and
shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC I REGULAR INTEREST I-LTP: One of the separate
non-certificated
beneficial ownership interests in REMIC I
issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I
Regular Interest I-LTP shall be entitled to
distributions of principal, subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Balance as set forth in the
Preliminary Statement hereto.
REMIC I REMITTANCE RATE: With respect to REMIC I Regular Interest
I-LT1
and REMIC I Regular Interest I-LTP and (i)
for the first Distribution Date, the
weighted average of the Adjusted Net
Mortgage Rates of the Initial Group I
Mortgage Loans and (ii) thereafter, the
weighted average of the Adjusted Net
Mortgage Rates of the Group I Mortgage
Loans. With respect to REMIC I Regular
Interest I-LT2, and (i) for the first
Distribution Date, the weighted average of
the Adjusted Net Mortgage Rates of the
Initial Group II Mortgage Loans and (ii)
thereafter, the weighted average of the
Adjusted Net Mortgage Rates of the Group
II Mortgage Loans. With respect to REMIC I
Regular Interest I-LT1PF and (i) the
first Distribution Date, 0.000% and (ii)
thereafter, the weighted average of the
Adjusted Net Mortgage Rates of the Group I
Mortgage Loans. With respect to REMIC
I Regular Interest I-LT2PF and (i) the
first Distribution Date, 0.000% and (ii)
thereafter, the weighted average of the
Adjusted Net Mortgage Rates of the Group
II Mortgage Loans.
REMIC II GROUP I REGULAR INTERESTS: REMIC II Regular Interest I
and
REMIC II Regular Interest I-1-A through
REMIC II Regular Interest I-40-B as
designated in the Preliminary Statement
hereto.
REMIC II GROUP II REGULAR INTERESTS: REMIC II Regular Interest II
and
REMIC II Regular Interest II-1-A through
REMIC II Regular Interest II-40-B as
designated in the Preliminary Statement
hereto.
REMIC II REGULAR INTEREST: Any of the separate non certificated
beneficial ownership interests in REMIC II
issued hereunder and designated as a
"regular interest" in REMIC II. Each REMIC
II Regular Interest shall accrue
interest at the related REMIC II Remittance
Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto. The designations for
the respective REMIC II Regular Interests
are set forth in the Preliminary
Statement hereto. The REMIC II Regular
Interests consist of the REMIC II Group I
Regular Interests, REMIC II Group II
Regular Interests and REMIC II Regular
Interest P.
REMIC II REMITTANCE RATE: With respect to REMIC II Regular Interest
I
and REMIC II Regular Interest P, a per
annum rate equal to the weighted average
Net Mortgage Rate of Loan Group I. With
respect to each REMIC II Group I Regular
Interest ending with the designation "A", a
per annum rate equal to the weighted
average Net Mortgage Rate of Loan Group I
multiplied by 2, subject to a maximum
rate of 4.300%. With respect to each REMIC
II Group I Regular Interest ending
with the designation "B", the greater of
(x) a per annum rate equal to the
excess, if any, of (i) 2 multiplied by the
weighted average Net Mortgage Rate of
Loan Group I over (ii) 4.300% and (y)
0.00%. With respect to REMIC II Regular
Interest II, a per annum rate equal to the
weighted average Net Mortgage Rate of
Loan Group II. With respect to each REMIC
II Group II Regular Interest ending
with the designation "A", a per annum rate
equal to the weighted average Net
Mortgage Rate of Loan Group II multiplied
by 2, subject to a maximum rate of
4.300%. With respect to each REMIC II Group
II Regular Interest ending with the
designation "B", the greater of (x) a per
annum rate equal to the excess, if
any, of (i) 2 multiplied by the weighted
average Net Mortgage Rate of Loan Group
II over (ii) 4.300% and (y) 0.00%.
REMIC III INTEREST LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount (subject to
adjustment based on the actual number
of days elapsed in the respective Interest
Accrual Periods for the indicated
Regular Interests for such Distribution
Date) equal to (a) the product of (i)
50% of the aggregate Stated Principal
Balance of the Mortgage Loans and REO
Properties then outstanding and (ii) the
REMIC III Remittance Rate for REMIC III
Regular Interest LTAA minus the Marker
Rate, divided by (b) 12.
REMIC III MARKER ALLOCATION PERCENTAGE: 50% of any amount payable
or
loss attributable from the Mortgage Loans,
which shall be allocated to REMIC III
Regular Interest LTAA, REMIC III Regular
Interest LTAI1, REMIC III Regular
Interest LTAII1, REMIC III Regular Interest
LTAII2, REMIC III Regular Interest
LTAII3, REMIC III Regular Interest LTM1,
REMIC III Regular Interest LTM2, REMIC
III Regular Interest LTM3, REMIC III
Regular Interest LTM4, REMIC III Regular
Interest LTM5, REMIC III Regular Interest
LTM6, REMIC III Regular Interest LTM7,
REMIC III Regular Interest LTM8, REMIC III
Regular Interest LTM9, REMIC III
Regular Interest LTM10, REMIC III Regular
Interest LTM11, REMIC III Regular
Interest LTZZ and REMIC III Regular
Interest LTP.
REMIC III OVERCOLLATERALIZATION TARGET AMOUNT: 0.50% of the
Overcollateralization Target Amount.
REMIC III OVERCOLLATERALIZED AMOUNT: With respect to any date
of
determination, (i) 0.50% of the aggregate
Uncertificated Balance of the REMIC
III Regular Interests MINUS (ii) the
aggregate Uncertificated Balance of REMIC
III Regular Interest LTAI1, REMIC III
Regular Interest LTAII1, REMIC III Regular
Interest LTAII2, REMIC III Regular Interest
LTAII3, REMIC III Regular Interest
LTM1, REMIC III Regular Interest LTM2,
REMIC III Regular Interest LTM3, REMIC
III Regular Interest LTM4, REMIC III
Regular Interest LTM5, REMIC III Regular
Interest LTM6, REMIC III Regular Interest
LTM7, REMIC III Regular Interest LTM8,
REMIC III Regular Interest LTM9, REMIC III
Regular Interest LTM10, REMIC III
Regular Interest LTM11 and REMIC III
Regular Interest LTP, in each case as of
such date of determination.
REMIC III PRINCIPAL LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to the
product of (i) 50% of the aggregate
Stated Principal Balance of the Mortgage
Loans and REO Properties then
outstanding and (ii) one (1) minus a
fraction, the numerator of which is two (2)
times the aggregate Uncertificated Balance
of REMIC III Regular Interest LTAI1,
REMIC III Regular Interest LTAII1, REMIC
III Regular Interest LTAII2, REMIC III
Regular Interest LTAII3, REMIC III Regular
Interest LTM1, REMIC III Regular
Interest LTM2, REMIC III Regular Interest
LTM3, REMIC III Regular Interest LTM4,
REMIC III Regular Interest LTM5, REMIC III
Regular Interest LTM6, REMIC III
Regular Interest LTM7, REMIC III Regular
Interest LTM8, REMIC III Regular
Interest LTM9, REMIC III Regular Interest
LTM10 and REMIC III Regular Interest
LTM11 and the denominator of which is the
aggregate Uncertificated Balance of
REMIC III Regular Interest LTAI1, REMIC III
Regular Interest LTAII1, REMIC III
Regular Interest LTAII2, REMIC III Regular
Interest LTAII3, REMIC III Regular
Interest LTM1, REMIC III Regular Interest
LTM2, REMIC III Regular Interest LTM3,
REMIC III Regular Interest LTM4, REMIC III
Regular Interest LTM5, REMIC III
Regular Interest LTM6, REMIC III Regular
Interest LTM7, REMIC III Regular
Interest LTM8, REMIC III Regular Interest
LTM9, REMIC III Regular Interest
LTM10, REMIC III Regular Interest LTM11 and
REMIC III Regular Interest LTZZ.
REMIC III REGULAR INTEREST: Any of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
regular interest in REMIC III. Each REMIC
III Regular Interest shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal (other than the REMIC III
Regular Interest LTIO), subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Balance as set forth in the
Preliminary Statement hereto.
REMIC III REGULAR INTEREST LT1GRP: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LT1GRP shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LT1SUB: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LT1SUB shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LT2GRP: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LT2GRP shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LT2SUB: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LT2SUB shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTAA: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTAA shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTAI1: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTAI1 shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTAII1: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTAII1 shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTAII2: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTAII2 shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTAII3: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTAII3 shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTIO: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTIO shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time on
its Uncertificated Notional Amount as set
forth in the Preliminary Statement
hereto.
REMIC III REGULAR INTEREST LTM1: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTM1 shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTM2: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTM2 shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTM3: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTM3 shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTM4: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTM4 shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTM5: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTM5 shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTM6: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTM6 shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTM7: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTM7 shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTM8: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTM8 shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTM9: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTM9 shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTM10: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTM10 shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTM11: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTM11 shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTP: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTP shall be entitled
to any Prepayment Charges collected by the
Master Servicer and to a distribution
of principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated Balance
as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTXX: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTXX shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REGULAR INTEREST LTZZ: One of the separate
non-certificated
beneficial ownership interests in REMIC III
issued hereunder and designated as a
Regular Interest in REMIC III. REMIC III
Regular Interest LTZZ shall accrue
interest at the related REMIC III
Remittance Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC III REMITTANCE RATE: With respect to REMIC III Regular
Interest
LTAA, REMIC III Regular Interest LTAI1,
REMIC III Regular Interest LTAII1, REMIC
III Regular Interest LTAII2, REMIC III
Regular Interest LTAII3, REMIC III
Regular Interest LTM1, REMIC III Regular
Interest LTM2, REMIC III Regular
Interest LTM3, REMIC III Regular Interest
LTM4, REMIC III Regular Interest LTM5,
REMIC III Regular Interest LTM6, REMIC III
Regular Interest LTM7, REMIC III
Regular Interest LTM8, REMIC III Regular
Interest LTM9, REMIC III Regular
Interest LTM10, REMIC III Regular Interest
LTM11, REMIC III Regular Interest
LTZZ, REMIC III Regular Interest LT1SUB,
REMIC III Regular Interest LT2SUB and
REMIC III Regular Interest LTXX, a per
annum rate (but not less than zero) equal
to the weighted average of (w) with respect
to REMIC II Regular Interest I,
REMIC II Regular Interest II and REMIC II
Regular Interest P, the REMIC II
Remittance Rate for such REMIC II Regular
Interest for each such Distribution
Date, (x) with respect to REMIC II Regular
Interests ending with the designation
"B", the weighted average of the REMIC II
Remittance Rates for such REMIC II
Regular Interests, weighted on the basis of
the Uncertificated Balance of such
REMIC II Regular Interests for each such
Distribution Date and (y) with respect
to REMIC II Regular Interests ending with
the designation "A", for each
Distribution Date listed below, the
weighted average of the rates listed below
for each such REMIC II Regular Interest
listed below, weighted on the basis of
the Uncertificated Balance of each such
REMIC II Regular Interest for each such
Distribution Date:
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION
DATE
REMIC II REGULAR INTEREST
RATE
----
-------------------------
----
<S>
<C>
<C>
1
I-1-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
II-1-A through II-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
2
I-2-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
II-2-A through II-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate REMIC II
Remittance Rate
I-1-A
REMIC II Remittance Rate
II-1-A
REMIC II Remittance Rate
3
I-3-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II
Remittance Rate
II-3-A through II-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
I-1-A and I-2-A
REMIC II Remittance Rate
II-1-A and II-2-A
REMIC II Remittance Rate
4
I-4-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
II-4-A through II-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
I-1-A through I-3-A
REMIC II Remittance Rate
II-1-A through II-3-A
REMIC II Remittance Rate
5
I-5-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
II-5-A through II-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
I-1-A through I-4-A
REMIC II Remittance Rate
II-1-A through II-4-A
REMIC II Remittance Rate
6
I-6-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
II-6-A through II-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
I-1-A through I-5-A
REMIC II Remittance Rate
II-1-A through II-5-A
REMIC II Remittance Rate
7
I-7-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
II-7-A through II-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
I-1-A through I-6-A
REMIC II Remittance Rate
II-1-A through II-6-A
REMIC II Remittance Rate
8
I-8-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
II-8-A through II-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
I-1-A through I-7-A
REMIC II Remittance Rate
II-1-A through II-7-A
REMIC II Remittance Rate
9
I-9-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
II-9-A through II-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
I-1-A through I-8-A
REMIC II Remittance Rate
II-1-A through II-8-A
REMIC II Remittance Rate
10
I-10-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
II-10-A through II-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
I-1-A through I-9-A
REMIC II Remittance Rate
II-1-A through II-9-A
REMIC II Remittance Rate
11
I-11-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
II-11-A through II-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II
Remittance Rate
I-1-A through I-10-A
REMIC II Remittance Rate
II-1-A through II-10-A
REMIC II Remittance Rate
12
I-12-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
II-12-A through II-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
I-1-A through I-11-A
REMIC II Remittance Rate
II-1-A through II-11-A
REMIC II Remittance Rate
13
I-13-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
II-13-A through II-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remittance Rate
I-1-A through I-12-A
REMIC II Remittance Rate
II-1-A through II-12-A
REMIC II Remittance Rate
14
I-14-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC
II Remi
