================================================================================
MORGAN STANLEY ABS CAPITAL I INC.,
as Depositor,
SAXON MORTGAGE SERVICES INC.
as Servicer,
IXIS REAL ESTATE CAPITAL INC.,
as Unaffiliated Seller,
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Trustee, Swap Administrator and Custodian.
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2005
IXIS REAL ESTATE CAPITAL TRUST 2005-HE4
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-HE4
================================================================================
TABLE OF CONTENTS
Page
----
ARTICLE I
DEFINITIONS....................................................
20
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES..
68
Section 2.01
Conveyance of Mortgage Loans..........................
68
Section 2.02
Acceptance by the Custodian of the Mortgage Loans.....
74
Section 2.03
Representations, Warranties and Covenants of the
Unaffiliated Seller and the Servicer..................
75
Section 2.04
The Depositor and the Mortgage Loans..................
79
Section 2.05
Delivery of Opinion of Counsel in Connection with
Substitutions and Non-Qualified Mortgages.............
80
Section 2.06
Execution and Delivery of Certificates................
80
Section 2.07
REMIC Matters.........................................
80
Section 2.08
Representations and Warranties of the Depositor.......
80
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...............
82
Section 3.01
Servicer to Service Mortgage Loans....................
82
Section 3.02
Subservicing Agreements Between the Servicer and
Subservicers..........................................
84
Section 3.03
Successor Subservicers................................
85
Section 3.04
Liability of the Servicer.............................
85
Section 3.05
No Contractual Relationship Between Subservicers and
the Trustee...........................................
85
Section 3.06
Assumption or Termination of Subservicing Agreements
by Trustee............................................
85
Section 3.07
Collection of Certain Mortgage Loan Payments;
Establishment of Certain Accounts.....................
86
Section 3.08
Subservicing Accounts.................................
89
Section 3.09
Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.......................................
90
Section 3.10
Collection Account....................................
91
Section 3.11
Withdrawals from the Collection Account...............
92
Section 3.12
Investment of Funds in the Accounts...................
94
Section 3.13
Maintenance of Hazard Insurance and Errors and
Omissions and Fidelity Coverage.......................
95
Section 3.14
Enforcement of Due-On-Sale Clauses Assumption
Agreements............................................
97
Section 3.15
Realization Upon Defaulted Mortgage Loans.............
98
Section 3.16
Release of Mortgage Files.............................
99
Section 3.17
Title, Conservation and Disposition of REO Property...
100
Section 3.18
Notification of Adjustments...........................
102
Section 3.19
Access to Certain Documentation and Information
Regarding the Mortgage Loans..........................
102
Section 3.20
Documents, Records and Funds in Possession of the
Servicer to be Held for the Trustee...................
102
Section 3.21
Servicing Compensation................................
103
Section 3.22
Annual Statement as to Compliance.....................
103
i
Section 3.23
Annual Independent Public Accountants' Servicing
Statement; Financial Statements.......................
104
Section 3.24
Trustee to Act as Servicer............................
104
Section 3.25
Compensating Interest.................................
105
Section 3.26
Credit Reporting; Gramm-Leach-Bliley Act..............
105
Section 3.27
Advance Facilities....................................
105
ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE
SERVICER....................
107
Section 4.01
Advances..............................................
107
Section 4.02
Priorities of Distribution............................
108
Section 4.03
Monthly Statements to Certificateholders..............
115
Section 4.04
Certain Matters Relating to the Determination of
LIBOR.................................................
118
Section 4.05
Allocation of Applied Realized Loss Amounts...........
119
ARTICLE V THE
CERTIFICATES...............................................
119
Section 5.01
The Certificates......................................
119
Section 5.02
Certificate Register; Registration of Transfer and
Exchange of Certificates..............................
120
Section 5.03
Mutilated, Destroyed, Lost or Stolen Certificates.....
125
Section 5.04
Persons Deemed Owners.................................
125
Section 5.05
Access to List of Certificateholders' Names and
Addresses.............................................
125
Section 5.06
Maintenance of Office or Agency.......................
126
ARTICLE VI THE DEPOSITOR AND THE
SERVICER................................
126
Section 6.01
Respective Liabilities of the Depositor and the
Servicer..............................................
126
Section 6.02
Merger or Consolidation of the Depositor or the
Servicer..............................................
126
Section 6.03
Limitation on Liability of the Depositor, the
Servicer and Others...................................
127
Section 6.04
Limitation on Resignation of the Servicer.............
128
Section 6.05
Additional Indemnification by the Servicer; Third
Party Claims..........................................
129
ARTICLE VII
DEFAULT......................................................
129
Section 7.01
Events of Default.....................................
129
Section 7.02
Trustee to Act; Appointment of Successor..............
132
Section 7.03
Notification to Certificateholders....................
133
ARTICLE VIII CONCERNING THE
TRUSTEE......................................
133
Section 8.01
Duties of the Trustee.................................
133
Section 8.03
Trustee Not Liable for Certificates or
Mortgage Loans........................................
136
Section 8.04
Trustee May Own Certificates..........................
136
Section 8.05
Trustee's and Custodian's Fees and Expenses...........
136
Section 8.06
Eligibility Requirements for the Trustee..............
136
Section 8.07
Resignation and Removal of the Trustee................
137
Section 8.08
Successor Trustee.....................................
138
Section 8.09
Merger or Consolidation of the Trustee................
138
Section 8.10
Appointment of Co-Trustee or Separate Trustee.........
138
Section 8.11
Tax Matters...........................................
140
Section 8.12
Periodic Filings......................................
142
Section 8.13
Tax Classification of the Excess Reserve Fund
Account...............................................
144
ii
Section 8.14
Interest Rate Cap Agreements..........................
144
ARTICLE IX
TERMINATION...................................................
144
Section 9.01
Termination upon Liquidation or Purchase of the
Mortgage Loans........................................
144
Section 9.02
Final Distribution on the Certificates................
145
Section 9.03
Additional Termination Requirements...................
147
ARTICLE X MISCELLANEOUS
PROVISIONS.......................................
147
Section 10.01
Amendment.............................................
147
Section 10.02
Recordation of Agreement; Counterparts................
150
Section 10.03
Governing Law.........................................
150
Section 10.04
Intention of Parties..................................
150
Section 10.05
Notices...............................................
151
Section 10.06
Severability of Provisions............................
152
Section 10.07
Assignment............................................
152
Section 10.08
Limitation on Rights of Certificateholders............
152
Section 10.09
Inspection and Audit Rights...........................
153
Section 10.10
Certificates Nonassessable and Fully Paid.............
153
Section 10.11
Waiver of Jury Trial..................................
153
SCHEDULES
Schedule I
Mortgage Loan Schedule
Schedule IA
Schedule of Saxon Serviced Loans
Schedule II
Representations and Warranties of the Servicer
Schedule IIA
Further Representations and Warranties of the Servicer
Schedule III
Representations and Warranties as to the Unaffiliated Seller
EXHIBITS
Exhibit A
Form of Class A-1, Class A-2, Class A-3, Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1,
Class B-2, Class B-3 and Class B-4 Certificate
Exhibit B
[Reserved]
Exhibit C
Form of Class P Certificate
Exhibit D
Form of Class R Certificate
Exhibit E
Form of Class X Certificate
Exhibit F
Form of Initial Certification of Custodian
Exhibit G
Form of Final Certification of Custodian
Exhibit H
Form of Residual Transfer Affidavit
Exhibit I
Form of Transferor Certificate
Exhibit J
Form of Rule 144A Letter
Exhibit K
Form of Request for Release
Exhibit L
Form of Subsequent Transfer Agreement
Exhibit M
Depositor Certification
Exhibit N
Servicer Certification to be provided to Depositor
Exhibit O
Trustee Certification to be provided to Depositor
iii
THIS POOLING AND SERVICING AGREEMENT, dated as of November 1, 2005,
among MORGAN STANLEY ABS CAPITAL I INC., a Delaware corporation, as
depositor
(the "Depositor"), SAXON MORTGAGE SERVICES INC., a Texas
corporation, as
servicer (the "Servicer"), IXIS REAL ESTATE CAPITAL INC. (f/k/a CDC
Mortgage
Capital Inc.), a New York corporation, as unaffiliated seller (the
"Unaffiliated
Seller"), DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking
association,
as custodian (the "Custodian"), swap administrator and trustee (in
such
capacity, the "Trustee"),
WITNESSETH:
In consideration of the mutual agreements herein contained, the
parties hereto
agree as follows:
PRELIMINARY STATEMENT
The Trustee shall elect that five segregated asset pools within the
Trust Fund be treated for federal income tax purposes as comprising
five REMICs
(each a "REMIC" or, in the alternative, REMIC I, REMIC II, REMIC
III, REMIC IV
and REMIC V, respectively). Each Class of Certificates, other than
the Class P
and Class R Certificates and other than the right of each Class of
LIBOR
Certificates to receive Basis Risk Carry Forward Amounts and the
right of the
Class X Certificates to receive payments from the Interest Rate
Swap Agreement
and the Pre-Funding Reserve Account, represents ownership of one or
more regular
interests in REMIC V for purposes of the REMIC Provisions.
Additionally, the
Class X Certificates represent the obligation to make certain
payments of Basis
Risk Carry Forward Amounts to Holders of LIBOR Certificates, and
the LIBOR
Certificates represent the obligation to make certain payments to
the Class X
Certificateholder to the extent that the interest accrued on its
corresponding
REMIC V Regular Interest is in excess of the interest accrued on
such LIBOR
Certificate. The Class P Certificates represent beneficial
ownership of the
Prepayment Charges, which portion of the Trust Fund shall be
treated as a
grantor trust. The Class I Interests are uncertificated REMIC V
Regular
Interests and are designed to fund net swap payments, in full or in
part, on the
Interest Rate Swap Agreement. The Class R Certificate represents
ownership of
the sole class of residual interest in each of REMIC I, REMIC II,
REMIC III,
REMIC IV and REMIC V for purposes of the REMIC Provisions. The
Class R-V, Class
R-IV, Class R-III, Class R-II and Class R-I Interests comprise the
Class R
Certificate. The Startup Day for each REMIC described herein is the
Closing
Date. The latest possible maturity date for each regular interest
is the date
referenced for such regular interest in this preliminary statement.
REMIC V shall hold as assets the several classes of uncertificated
REMIC IV Regular Interests. Each such REMIC IV Regular Interest is
hereby
designated as a regular interest in REMIC IV. The Class IV-A-1,
Class IV-A-2,
Class IV-A-3, Class IV-M-1, Class IV-M-2, Class IV-M-3, Class
IV-M-4, Class
IV-M-5, Class IV-M-6, Class IV-B-1, Class IV-B-2, Class IV-B-3, and
Class IV-B-4
Interests are hereby designated the REMIC IV Accretion Directed
Classes.
REMIC IV shall hold as assets the several classes of uncertificated
REMIC III Regular Interests. Each such REMIC III Regular Interest
is hereby
designated as a regular interest in REMIC III.
1
REMIC III shall hold as assets the several classes of
uncertificated
REMIC II Regular Interests. Each such REMIC II Regular Interest is
hereby
designated as a regular interest in REMIC II.
REMIC II shall hold as assets the several classes of uncertificated
REMIC I Regular Interests. Each such REMIC I Regular Interest is
hereby
designated as a regular interest in REMIC I.
REMIC I shall hold as assets all of the assets included in the
Trust
Fund other than the Prepayment Charges, the Supplemental Interest
Trust, the
Excess Reserve Fund Account, the Swap Account, the Pre-Funding
Account, the
Pre-Funding Reserve Account, the Capitalized Interest Account and
the Interest
Rate Swap Agreement.
The REMIC I Regular Interests and the Class R-I Interest shall have
the following tier interest rate, initial tier principal amount and
latest
possible maturity date as set forth in the table below.
REMIC I CLASS
TIER INTEREST
INITIAL TIER
DESIGNATION
RATE
PRINCIPAL AMOUNT
LATEST POSSIBLE MATURITY DATE
-------------
-------------
----------------
-----------------------------
Class I-C1
(1)
$700,404,243
February 25, 2036
Class I-PO1
(2)
$147,488,871
February 25, 2036
Class I-N
(3)
(4)
February 25, 2006
Class R-I
(5)
(5)
(1)
The interest rate with respect to any Distribution Date for this
Class I-C1
Interest is (i) for the first three Distribution Dates, a per annum
variable rate equal to the weighted average of the Adjusted Net
Mortgage
Rates for then in effect on the beginning of the related Prepayment
Period
on the Initial Mortgage Loans, and (ii) thereafter, a per annum
variable
rate equal to the weighted average of the Adjusted Net Mortgage
Rates then
in effect on the beginning of the related Prepayment Period on the
Mortgage
Loans.
(2)
The interest rate with respect to any Distribution Date for the
Class I-PO1
Interest is (i) for the first three Distribution Dates, 0.00% and
(ii)
thereafter, a per annum variable rate equal to the weighted average
of the
Adjusted Net Mortgage Rates then in effect on the beginning of the
related
Prepayment Period on the Mortgage Loans.
(3)
The interest rate with respect to any Distribution Date for the
Class I-N
Interest is (i) for the first three Distribution Dates, all
interest on the
Subsequent Mortgage Loans for such Distribution Date divided by
$147,488,871, and (ii) thereafter, 0.00%.
(4)
The Class I-N Interest will have a notional principal balance equal
to
$147,488,871.
(5)
The Class R-I Interest is the sole class of residual interest in
REMIC I.
The Class R-I does not have a principal amount or an interest rate.
2
During the Pre-Funding Period, all principal payments (scheduled
and
prepaid) and Realized Losses with respect to the Initial Mortgage
Loans shall be
allocated to the Class I-C1 Interest, until such Class is paid in
full or
eliminated by such losses. All principal payments (scheduled and
prepaid) and
Realized Losses generated with respect to the Subsequent Mortgage
Loans and any
amounts transferred from the Pre-Funding Account to REMIC I shall
be allocated
to the Class I-PO1 Interest.
On each Distribution Date thereafter, all principal payments
(scheduled and prepaid) and Realized Losses generated with respect
to the
Mortgage Loans shall be allocated, pro rata, to the Class I-C1 and
Class I-PO1
Interests, until such Classes are paid in full or eliminated by
such losses..
The REMIC II Regular Interests and the Class R-II Interest shall
have
the following tier interest rate, initial tier principal amount and
latest
possible maturity date as set forth in the table below.
REMIC II CLASS
TIER INTEREST
INITIAL TIER
LATEST POSSIBLE
DESIGNATION
RATE
PRINCIPAL AMOUNT
MATURITY DATE
--------------
-------------
----------------
-----------------
Class II-C1
(1)
$ 1,913,682.90
February 25, 2036
Class II-C2
(1)
$20,768,388.20
February 25, 2036
Class II-C3
(1)
$20,204,756.30
February 25, 2036
Class II-C4
(1)
$30,594,866.80
February 25, 2036
Class II-C5
(1)
$29,134,429.40
February 25, 2036
Class II-C6
(1)
$28,073,267.10
February 25, 2036
Class II-C7
(1)
$26,885,822.60
February 25, 2036
Class II-C8
(1)
$25,900,719.10
February 25, 2036
Class II-C9
(1)
$24,982,683.50
February 25, 2036
Class II-C10
(1)
$24,102,930.30
February 25, 2036
Class II-C11
(1)
$23,257,866.20
February 25, 2036
Class II-C12
(1)
$22,427,305.90
February 25, 2036
Class II-C13
(1)
$21,615,353.10
February 25, 2036
Class II-C14
(1)
$20,731,300.30
February 25, 2036
Class II-C15
(1)
$19,851,688.30
February 25, 2036
Class II-C16
(1)
$19,272,989.90
February 25, 2036
Class II-C17
(1)
$18,387,228.10
February 25, 2036
Class II-C18
(1)
$19,625,656.40
February 25, 2036
Class II-C19
(1)
$24,791,176.60
February 25, 2036
3
REMIC II CLASS
TIER INTEREST
INITIAL TIER
LATEST POSSIBLE
DESIGNATION
RATE
PRINCIPAL AMOUNT
MATURITY DATE
--------------
-------------
----------------
-----------------
Class II-C20
(1)
$ 45,170,793.90
February 25, 2036
Class II-C21
(1)
$171,760,978.70
February 25, 2036
Class II-C22
(1)
$ 28,940,206.20
February 25, 2036
Class II-C23
(1)
$ 17,963,324.10
February 25, 2036
Class II-C24
(1)
$ 15,158,931.40
February 25, 2036
Class II-C25
(1)
$
3,678,044.80
February 25, 2036
Class II-C26
(1)
$
2,848,760.70
February 25, 2036
Class II-C27
(1)
$
2,738,644.90
February 25, 2036
Class II-C28
(1)
$
2,632,883.60
February 25, 2036
Class II-C29
(1)
$
2,531,208.40
February 25, 2036
Class II-C30
(1)
$
2,594,963.20
February 25, 2036
Class II-C31
(1)
$
2,928,225.10
February 25, 2036
Class II-C32
(1)
$ 10,947,357.90
February 25, 2036
Class II-C33
(1)
$
6,309,036.60
February 25, 2036
Class II-C34
(1)
$
3,517,998.70
February 25, 2036
Class II-C35
(1)
$
2,278,853.30
February 25, 2036
Class II-C36
(1)
$
1,585,784.90
February 25, 2036
Class II-C37
(1)
$
1,254,642.20
February 25, 2036
Class II-C38
(1)
$
1,131,385.50
February 25, 2036
Class II-C39
(1)
$
1,091,985.20
February 25, 2036
Class II-C40
(1)
$
1,053,939.10
February 25, 2036
Class II-C41
(1)
$
1,017,206.90
February 25, 2036
Class II-C42
(1)
$
981,742.00
February 25, 2036
Class II-C43
(1)
$
947,501.80
February 25, 2036
Class II-C44
(1)
$
914,445.20
February 25, 2036
Class II-C45
(1)
$
882,531.30
February 25, 2036
Class II-C46
(1)
$
851,721.10
February 25, 2036
Class II-C47
(1)
$
821,977.00
February 25, 2036
Class II-C48
(1)
$
793,262.40
February 25, 2036
4
REMIC II CLASS
TIER INTEREST
INITIAL TIER
LATEST POSSIBLE
DESIGNATION
RATE
PRINCIPAL AMOUNT
MATURITY DATE
--------------
-------------
----------------
-----------------
Class II-C49
(1)
$
765,541.80
February 25, 2036
Class II-C50
(1)
$
738,781.30
February 25, 2036
Class II-C51
(1)
$
712,947.90
February 25, 2036
Class II-C52
(1)
$
712,399.60
February 25, 2036
Class II-C53
(1)
$
664,549.20
February 25, 2036
Class II-C54
(1)
$ 18,103,927.60
February 25, 2036
Class II-J1
(1)
$ 68,344,519.50
February 25, 2036
Class II-N
(2)
(3)
February 25, 2006
Class R-II
(4)
(4)
(1)
The interest rate with respect to any Distribution Date for these
interests
is the weighted average of the interest rates of the Class I-C1 and
Class
I-PO1 Interests.
(2)
The Class II-N Interest is entitled to all distributions of
interest on the
Class I-N Interest.
(3)
The Class II-N Interest will have a notional principal balance
equal to the
notional principal balance of the Class I-N Interest.
(4)
The Class R-II Interest is the sole class of residual interest in
REMIC II.
The Class R-II Interest does not have a principal amount or an
interest
rate.
On each Distribution Date, all principal payments (scheduled and
prepaid) and Realized Losses generated with respect to the Mortgage
Loans and
any amounts transferred from the Pre-Funding Account to REMIC I
shall be
allocated in the following order: (i) first, to the Class II-J1
Interest until
such Class is paid in full or eliminated by such losses, (ii)
second, to the
Class II-C1, Class II-C2 and Class II-C3, in reverse numerical
order, until such
Classes are paid in full or eliminated by such losses and (iii)
third to the
Class II-C4 through Class II-C54 Interests, sequentially, until
such Classes are
paid in full or eliminated by such losses.
The REMIC III Regular Interests and the Class R-III Interest shall
have the following, Corresponding REMIC II Regular Interest, tier
interest rate,
initial tier principal amount and latest possible maturity date as
set forth in
the table below.
CORRESPONDING
REMIC II
TIER
INITIAL TIER
REMIC III CLASS
REGULAR
INTEREST
PRINCIPAL
LATEST POSSIBLE
DESIGNATION
INTEREST
RATE
AMOUNT
MATURITY DATE
---------------
-------------
--------
------------
-----------------
Class III-C1a
Class II-C1
(1)
(2)
February 25, 2036
Class III-C1b
Class II-C1
(5)
(3)
February 25, 2036
5
CORRESPONDING
REMIC II
TIER
INITIAL TIER
REMIC III CLASS
REGULAR
INTEREST
PRINCIPAL
LATEST POSSIBLE
DESIGNATION
INTEREST
RATE
AMOUNT
MATURITY DATE
---------------
-------------
--------
------------
-----------------
Class III-C1c
Class II-C1
(6)
(4)
February 25, 2036
Class III-C2a
Class II-C2
(1)
(2)
February 25, 2036
Class III-C2b
Class II-C2
(5)
(3)
February 25, 2036
Class III-C2c
Class II-C2
(6)
(4)
February 25, 2036
Class III-C3a
Class II-C3
(1)
(2)
February 25, 2036
Class III-C3b
Class II-C3
(5)
(3)
February 25, 2036
Class III-C3c
Class II-C3
(6)
(4)
February 25, 2036
Class III-C4a
Class II-C4
(7)
(2)
February 25, 2036
Class III-C4b
Class II-C4
(8)
(3)
February 25, 2036
Class III-C4c
Class II-C4
(9)
(4)
February 25, 2036
Class III-C5a
Class II-C5
(7)
(2)
February 25, 2036
Class III-C5b
Class II-C5
(8)
(3)
February 25, 2036
Class III-C5c
Class II-C5
(9)
(4)
February 25, 2036
Class III-C6a
Class II-C6
(10)
(2)
February 25, 2036
Class III-C6b
Class II-C6
(11)
(3)
February 25, 2036
Class III-C6c
Class II-C6
(12)
(4)
February 25, 2036
Class III-C7a
Class II-C7
(10)
(2)
February 25, 2036
Class III-C7b
Class II-C7
(11)
(3)
February 25, 2036
Class III-C7c
Class II-C7
(12)
(4)
February 25, 2036
Class III-C8a
Class II-C8
(10)
(2)
February 25, 2036
Class III-C8b
Class II-C8
(11)
(3)
February 25, 2036
Class III-C8c
Class II-C8
(12)
(4)
February 25, 2036
Class III-C9a
Class II-C9
(10)
(2)
February 25, 2036
Class III-C9b
Class II-C9
(11)
(3)
February 25, 2036
Class III-C9c
Class II-C9
(12)
(4)
February 25, 2036
Class III-C10a
Class II-C10
(10)
(2)
February 25, 2036
Class III-C10b
Class II-C10
(11)
(3)
February 25, 2036
Class III-C10c
Class II-C10
(12)
(4)
February 25, 2036
6
CORRESPONDING
REMIC II
TIER
INITIAL TIER
REMIC III CLASS
REGULAR
INTEREST
PRINCIPAL
LATEST POSSIBLE
DESIGNATION
INTEREST
RATE
AMOUNT
MATURITY DATE
---------------
-------------
--------
------------
-----------------
Class III-C11a
Class II-C11
(10)
(2)
February 25, 2036
Class III-C11b
Class II-C11
(11)
(3)
February 25, 2036
Class III-C11c
Class II-C11
(12)
(4)
February 25, 2036
Class III-C12a
Class II-C12
(10)
(2)
February 25, 2036
Class III-C12b
Class II-C12
(11)
(3)
February 25, 2036
Class III-C12c
Class II-C12
(12)
(4)
February 25, 2036
Class III-C13a
Class II-C13
(10)
(2)
February 25, 2036
Class III-C13b
Class II-C13
(11)
(3)
February 25, 2036
Class III-C13c
Class II-C13
(12)
(4)
February 25, 2036
Class III-C14a
Class II-C14
(10)
(2)
February 25, 2036
Class III-C14b
Class II-C14
(11)
(3)
February 25, 2036
Class III-C14c
Class II-C14
(12)
(4)
February 25, 2036
Class III-C15a
Class II-C15
(10)
(2)
February 25, 2036
Class III-C15b
Class II-C15
(11)
(3)
February 25, 2036
Class III-C15c
Class II-C15
(12)
(4)
February 25, 2036
Class III-C16a
Class II-C16
(10)
(2)
February 25, 2036
Class III-C16b
Class II-C16
(11)
(3)
February 25, 2036
Class III-C16c
Class II-C16
(12)
(4)
February 25, 2036
Class III-C17a
Class II-C17
(10)
(2)
February 25, 2036
Class III-C17b
Class II-C17
(11)
(3)
February 25, 2036
Class III-C17c
Class II-C17
(12)
(4)
February 25, 2036
Class III-C18a
Class II-C18
(10)
(2)
February 25, 2036
Class III-C18b
Class II-C18
(11)
(3)
February 25, 2036
Class III-C18c
Class II-C18
(12)
(4)
February 25, 2036
Class III-C19a
Class II-C19
(10)
(2)
February 25, 2036
Class III-C19b
Class II-C19
(11)
(3)
February 25, 2036
Class III-C19c
Class II-C19
(12)
(4)
February 25, 2036
Class III-C20a
Class II-C20
(10)
(2)
February 25, 2036
7
CORRESPONDING
REMIC II
TIER
INITIAL TIER
REMIC III CLASS
REGULAR
INTEREST
PRINCIPAL
LATEST POSSIBLE
DESIGNATION
INTEREST
RATE
AMOUNT
MATURITY DATE
---------------
-------------
--------
------------
-----------------
Class III-C20b
Class II-C20
(11)
(3)
February 25, 2036
Class III-C20c
Class II-C20
(12)
(4)
February 25, 2036
Class III-C21a
Class II-C21
(10)
(2)
February 25, 2036
Class III-C21b
Class II-C21
(11)
(3)
February 25, 2036
Class III-C21c
Class II-C21
(12)
(4)
February 25, 2036
Class III-C22a
Class II-C22
(10)
(2)
February 25, 2036
Class III-C22b
Class II-C22
(11)
(3)
February 25, 2036
Class III-C22c
Class II-C22
(12)
(4)
February 25, 2036
Class III-C23a
Class II-C23
(10)
(2)
February 25, 2036
Class III-C23b
Class II-C23
(11)
(3)
February 25, 2036
Class III-C23c
Class II-C23
(12)
(4)
February 25, 2036
Class III-C24a
Class II-C24
(10)
(2)
February 25, 2036
Class III-C24b
Class II-C24
(11)
(3)
February 25, 2036
Class III-C24c
Class II-C24
(12)
(4)
February 25, 2036
Class III-C25a
Class II-C25
(10)
(2)
February 25, 2036
Class III-C25b
Class II-C25
(11)
(3)
February 25, 2036
Class III-C25c
Class II-C25
(12)
(4)
February 25, 2036
Class III-C26a
Class II-C26
(10)
(2)
February 25, 2036
Class III-C26b
Class II-C26
(11)
(3)
February 25, 2036
Class III-C26c
Class II-C26
(12)
(4)
February 25, 2036
Class III-C27a
Class II-C27
(10)
(2)
February 25, 2036
Class III-C27b
Class II-C27
(11)
(3)
February 25, 2036
Class III-C27c
Class II-C27
(12)
(4)
February 25, 2036
Class III-C28a
Class II-C28
(10)
(2)
February 25, 2036
Class III-C28b
Class II-C28
(11)
(3)
February 25, 2036
Class III-C28c
Class II-C28
(12)
(4)
February 25, 2036
Class III-C29a
Class II-C29
(10)
(2)
February 25, 2036
Class III-C29b
Class II-C29
(11)
(3)
February 25, 2036
8
CORRESPONDING
REMIC II
TIER
INITIAL TIER
REMIC III CLASS
REGULAR
INTEREST
PRINCIPAL
LATEST POSSIBLE
DESIGNATION
INTEREST
RATE
AMOUNT
MATURITY DATE
---------------
-------------
--------
------------
-----------------
Class III-C29c
Class II-C29
(12)
(4)
February 25, 2036
Class III-C30a
Class II-C30
(10)
(2)
February 25, 2036
Class III-C30b
Class II-C30
(11)
(3)
February 25, 2036
Class III-C30c
Class II-C30
(12)
(4)
February 25, 2036
Class III-C31a
Class II-C31
(10)
(2)
February 25, 2036
Class III-C31b
Class II-C31
(11)
(3)
February 25, 2036
Class III-C31c
Class II-C31
(12)
(4)
February 25, 2036
Class III-C32a
Class II-C32
(10)
(2)
February 25, 2036
Class III-C32b
Class II-C32
(11)
(3)
February 25, 2036
Class III-C32c
Class II-C32
(12)
(4)
February 25, 2036
Class III-C33a
Class II-C33
(10)
(2)
February 25, 2036
Class III-C33b
Class II-C33
(11)
(3)
February 25, 2036
Class III-C33c
Class II-C33
(12)
(4)
February 25, 2036
Class III-C34a
Class II-C34
(10)
(2)
February 25, 2036
Class III-C34b
Class II-C34
(11)
(3)
February 25, 2036
Class III-C34c
Class II-C34
(12)
(4)
February 25, 2036
Class III-C35a
Class II-C35
(10)
(2)
February 25, 2036
Class III-C35b
Class II-C35
(11)
(3)
February 25, 2036
Class III-C35c
Class II-C35
(12)
(4)
February 25, 2036
Class III-C36a
Class II-C36
(10)
(2)
February 25, 2036
Class III-C36b
Class II-C36
(11)
(3)
February 25, 2036
Class III-C36c
Class II-C36
(12)
(4)
February 25, 2036
Class III-C37a
Class II-C37
(10)
(2)
February 25, 2036
Class III-C37b
Class II-C37
(11)
(3)
February 25, 2036
Class III-C37c
Class II-C37
(12)
(4)
February 25, 2036
Class III-C38a
Class II-C38
(10)
(2)
February 25, 2036
Class III-C38b
Class II-C38
(11)
(3)
February 25, 2036
Class III-C38c
Class II-C38
(12)
(4)
February 25, 2036
9
CORRESPONDING
REMIC II
TIER
INITIAL TIER
REMIC III CLASS
REGULAR
INTEREST
PRINCIPAL
LATEST POSSIBLE
DESIGNATION
INTEREST
RATE
AMOUNT
MATURITY DATE
---------------
-------------
--------
------------
-----------------
Class III-C39a
Class II-C39
(10)
(2)
February 25, 2036
Class III-C39b
Class II-C39
(11)
(3)
February 25, 2036
Class III-C39c
Class II-C39
(12)
(4)
February 25, 2036
Class III-C40a
Class II-C40
(10)
(2)
February 25, 2036
Class III-C40b
Class II-C40
(11)
(3)
February 25, 2036
Class III-C40c
Class II-C40
(12)
(4)
February 25, 2036
Class III-C41a
Class II-C41
(10)
(2)
February 25, 2036
Class III-C41b
Class II-C41
(11)
(3)
February 25, 2036
Class III-C41c
Class II-C41
(12)
(4)
February 25, 2036
Class III-C42a
Class II-C42
(10)
(2)
February 25, 2036
Class III-C42b
Class II-C42
(11)
(3)
February 25, 2036
Class III-C42c
Class II-C42
(12)
(4)
February 25, 2036
Class III-C43a
Class II-C43
(10)
(2)
February 25, 2036
Class III-C43b
Class II-C43
(11)
(3)
February 25, 2036
Class III-C43c
Class II-C43
(12)
(4)
February 25, 2036
Class III-C44a
Class II-C44
(10)
(2)
February 25, 2036
Class III-C44b
Class II-C44
(11)
(3)
February 25, 2036
Class III-C44c
Class II-C44
(12)
(4)
February 25, 2036
Class III-C45a
Class II-C45
(10)
(2)
February 25, 2036
Class III-C45b
Class II-C45
(11)
(3)
February 25, 2036
Class III-C45c
Class II-C45
(12)
(4)
February 25, 2036
Class III-C46a
Class II-C46
(10)
(2)
February 25, 2036
Class III-C46b
Class II-C46
(11)
(3)
February 25, 2036
Class III-C46c
Class II-C46
(12)
(4)
February 25, 2036
Class III-C47a
Class II-C47
(10)
(2)
February 25, 2036
Class III-C47b
Class II-C47
(11)
(3)
February 25, 2036
Class III-C47c
Class II-C47
(12)
(4)
February 25, 2036
Class III-C48a
Class II-C48
(10)
(2)
February 25, 2036
10
CORRESPONDING
REMIC II
TIER
INITIAL TIER
REMIC III CLASS
REGULAR
INTEREST
PRINCIPAL
LATEST POSSIBLE
DESIGNATION
INTEREST
RATE
AMOUNT
MATURITY DATE
---------------
-------------
--------
------------
-----------------
Class III-C48b
Class II-C48
(11)
(3)
February 25, 2036
Class III-C48c
Class II-C48
(12)
(4)
February 25, 2036
Class III-C49a
Class II-C49
(10)
(2)
February 25, 2036
Class III-C49b
Class II-C49
(11)
(3)
February 25, 2036
Class III-C49c
Class II-C49
(12)
(4)
February 25, 2036
Class III-C50a
Class II-C50
(10)
(2)
February 25, 2036
Class III-C50b
Class II-C50
(11)
(3)
February 25, 2036
Class III-C50c
Class II-C50
(12)
(4)
February 25, 2036
Class III-C51a
Class II-C51
(10)
(2)
February 25, 2036
Class III-C51b
Class II-C51
(11)
(3)
February 25, 2036
Class III-C51c
Class II-C51
(12)
(4)
February 25, 2036
Class III-C52a
Class II-C52
(10)
(2)
February 25, 2036
Class III-C52b
Class II-C52
(11)
(3)
February 25, 2036
Class III-C52c
Class II-C52
(12)
(4)
February 25, 2036
Class III-C53a
Class II-C53
(10)
(2)
February 25, 2036
Class III-C53b
Class II-C53
(11)
(3)
February 25, 2036
Class III-C53c
Class II-C53
(12)
(4)
February 25, 2036
Class III-C54a
Class II-C54
(10)
(2)
February 25, 2036
Class III-C54b
Class II-C54
(11)
(3)
February 25, 2036
Class III-C54c
Class II-C54
(12)
(4)
February 25, 2036
Class III-J1
Class II-J1
(13)
(14)
February 25, 2036
Class III-N
Class II-N
(15)
(16)
February 25, 2006
Class R-III
(17)
(17)
(1)
The interest rate for these REMIC III Regular Interests will be as
follows:
(i) for all Distribution Dates commencing on the Corresponding
Distribution
Date through and including the Distribution Date in February 2006,
1.5
multiplied by (REMIC III Net WAC minus 4.655%) and (ii) for all
other
Distribution Dates, REMIC III Net WAC.
11
(2)
These REMIC III Regular Interests will have an initial principal
balance
equal to the product of (i) the initial principal balance of the
Corresponding REMIC II Regular Interest and (ii) two divided by
three.
(3)
These REMIC III Regular Interests will have an initial principal
balance
equal to the initial principal balance of the Corresponding REMIC
II
Regular Interest divided by three.
(4)
These REMIC III Regular Interests will have a notional principal
balance
equal to the principal balance of the Corresponding REMIC II
Regular
Interest.
(5)
The interest rate for these REMIC III Regular Interests will be as
follows:
(i) for all Distribution Dates commencing on the Corresponding
Distribution
Date through and including the Distribution Date in February 2006,
3
multiplied by 1-month LIBOR, subject to a cap of 13.965% and (ii)
for all
other Distribution Dates, REMIC III Net WAC.
(6)
The interest rate for these REMIC III Regular Interests will be as
follows:
(i) for all Distribution Dates commencing on the Corresponding
Distribution
Date through and including the Distribution Date in February 2006,
4.655%
minus 1-Month LIBOR, subject to a floor of zero and (ii) for all
other
Distribution Dates, zero.
(7)
The interest rate for these REMIC III Regular Interests will be as
follows:
(i) for all Distribution Dates commencing on the Distribution Date
in March
2006 through and including the Corresponding Distribution Date, 1.5
multiplied by (REMIC III Net WAC minus 4.655%) and (ii) for all
other
Distribution Dates, REMIC III Net WAC.
(8)
The interest rate for these REMIC III Regular Interests will be as
follows:
(i) for all Distribution Dates commencing on the Distribution Date
in March
2006 through and including the Corresponding Distribution Date, 3
multiplied by 1-month LIBOR, subject to a cap of 13.965% and (ii)
for all
other Distribution Dates, REMIC III Net WAC.
(9)
The interest rate for these REMIC III Regular Interests will be as
follows:
(i) for all Distribution Dates commencing on the Distribution Date
in March
2006 through and including the Corresponding Distribution Date,
4.655%
minus 1-Month LIBOR, subject to a floor of zero and (ii) for all
other
Distribution Dates, zero.
(10) The interest rate for these REMIC III Regular Interests will
be as follows:
(i) for all Distribution Dates commencing on the first Distribution
Date
through and including the Corresponding Distribution Date, 1.5
multiplied
by (REMIC III Net WAC minus 4.655%) and (ii) for all other
Distribution
Dates, REMIC III Net WAC.
(11) The interest rate for these REMIC III Regular Interests will
be as follows:
(i) for all Distribution Dates commencing on the first Distribution
Date
through and including the Corresponding Distribution Date, 3
multiplied by
1-month LIBOR, subject to a cap of 13.965% and (ii) for all other
Distribution Dates, REMIC III Net WAC.
12
(12) The interest rate for these REMIC III Regular Interests will
be as follows:
(i) for all Distribution Dates commencing on the first Distribution
Date
through and including the Corresponding Distribution Date, 4.655%
minus
1-Month LIBOR, subject to a floor of zero and (ii) for all other
Distribution Dates, zero.
(13) The interest rate for this REMIC III Regular Interest will be
equal to the
REMIC III Net WAC.
(14) These REMIC III Regular Interests will have an initial
principal balance
equal to the initial principal balance of the Corresponding REMIC
II
Regular Interest.
(15) The Class III-N Interest is entitled to all distributions of
interest on
the Class II-N Interest.
(16) The Class III-N Interest will have a notional principal
balance equal to
the notional principal balance of the Class II-N Interest.
(17) The Class R-III Interest is the sole class of residual
interest in REMIC
III. The Class R-III Interest does not have a principal amount or
an
interest rate.
On each Distribution Date, all principal payments (scheduled and
prepaid)
and Realized Losses generated with respect to the Mortgage Loans
and any amounts
transferred from the Pre-Funding Account to REMIC I shall be
allocated in the
following order: (i) first, to the Class III-J1 Interest until such
Class is
paid in full or eliminated by such losses, (ii) second, to the
Class III-C1a
through Class III-C3a and Class III-C1b through Class III-C3b
Interests, first,
pro rata between the two subsets of interests, and second, in
reverse numerical
order among the subsets of interests, until such Classes are paid
in full or
eliminated by such losses and (iii) third, to the Class III-C4a
through Class
III-C54a and Class III-C4b through Class III-C54b Interests, first,
pro rata
between the two subsets of interests, and second, sequentially
among the subsets
of interests, until such Classes are paid in full or eliminated by
such losses.
The REMIC IV Regular Interests and the Class R-IV Interest shall
have
the following tier interest rate, initial principal amount,
Corresponding REMIC
V Interest, and latest possible maturity date as set forth in the
table below.
TIER
CORRESPONDING REMIC V
REMIC IV CLASS
INTEREST
INITIAL TIER PRINCIPAL
INTEREST/CORRESPONDING
LATEST POSSIBLE
DESIGNATION
RATE
AMOUNT
CLASS
MATURITY DATE
----------------
--------
------------------------
----------------------
-----------------
Class IV-A-1
(1)
1/2 of the Corresponding
Class A-1
February 25, 2036
Class initial principal
balance
Class IV-A-2
(1)
1/2 of the Corresponding
Class A-2
February 25, 2036
Class initial principal
balance
13
TIER
CORRESPONDING REMIC V
REMIC IV CLASS
INTEREST
INITIAL TIER PRINCIPAL
INTEREST/CORRESPONDING
LATEST POSSIBLE
DESIGNATION
RATE
AMOUNT
CLASS
MATURITY DATE
----------------
--------
------------------------
----------------------
-----------------
Class IV-A-3
(1)
1/2 of the Corresponding
Class A-3
February 25, 2036
Class initial principal
balance
Class IV-M-1
(1)
1/2 of the Corresponding
Class M-1
February 25, 2036
Class initial principal
balance
Class IV-M-2
(1)
1/2 of the Corresponding
Class M-2
February 25, 2036
Class initial principal
balance
Class IV-M-3
(1)
1/2 of the Corresponding
Class M-3
February 25, 2036
Class initial principal
balance
Class IV-M-4
(1)
1/2 of the Corresponding
Class M-4
February 25, 2036
Class initial principal
balance
Class IV-M-5
(1)
1/2 of the Corresponding
Class M-5
February 25, 2036
Class initial principal
balance
Class IV-M-6
(1)
1/2 of the Corresponding
Class M-6
February 25, 2036
Class initial principal
balance
Class IV-B-1
(1)
1/2 of the Corresponding
Class B-1
February 25, 2036
Class initial principal
balance
Class IV-B-2
(1)
1/2 of the Corresponding
Class B-2
February 25, 2036
Class initial principal
balance
Class IV-B-3
(1)
1/2 of the Corresponding
Class B-3
February 25, 2036
Class initial principal
balance
14
TIER
CORRESPONDING REMIC V
REMIC IV CLASS
INTEREST
INITIAL TIER PRINCIPAL
INTEREST/CORRESPONDING
LATEST POSSIBLE
DESIGNATION
RATE
AMOUNT
CLASS
MATURITY DATE
----------------
--------
------------------------
----------------------
-----------------
Class IV-B-4
(1)
1/2 of the Corresponding
Class B-4
February 25, 2036
Class initial principal
balance
Class IV-Accrual
(1)
(2)
N/A
February 25, 2036
Class IV-N
(3)
(4)
Class X-2
February 25, 2006
Class IV-I1
(5)
(5)
Class I-1
December 26, 2005
Class IV-I2
(6)
(6)
Class I-2
December 26, 2006
Class IV-I3
(7)
(7)
Class I-3
December 26, 2007
Class IV-I4
(8)
(8)
Class I-4
December 26, 2008
Class IV-I5
(9)
(9)
Class I-5
December 28, 2009
Class IV-I6
(10)
(10)
Class I-6
May 25, 2010
Class R-IV
(11)
(11)
Class R
(1)
The interest rate with respect to any Distribution Date for these
REMIC IV
Regular Interests is the REMIC IV Net WAC.
(2)
The Class IV-Accrual Interest will have an initial principal
balance equal
to the product of (a) 50% and (b) the sum of (i) the Pool Stated
Principal
Balance (ii) the Subordinated Amount and (ii) the Initial
Pre-Funded
Amount.
(3)
The Class IV-N Interest is entitled to all distributions of
interest on the
Class III-N Interest.
(4)
The Class IV-N Interest will have a notional principal balance
equal to the
notional principal balance of the Class III-N Interest.
(5)
The Class IV-I1 Interest will be an interest-only regular interest
and will
be entitled to receive, on each Distribution Date, the amount
distributable
on the Class III-C1c Interest on such Distribution Date.
(6)
The Class IV-I2 Interest will be an interest-only regular interest
and will
be entitled to receive, on each Distribution Date, the sum of the
amounts
distributable on the Class III-C2c through Class III-C13c Interests
on such
Distribution Date.
15
(7)
The Class IV-I3 Interest will be an interest-only regular interest
and will
be entitled to receive, on each Distribution Date, the sum of the
amounts
distributable on the Class III-C14c through Class III-C25c
Interests on
such Distribution Date.
(8)
The Class IV-I4 Interest will be an interest-only regular interest
and will
be entitled to receive, on each Distribution Date, the sum of the
amounts
distributable on the Class III-C26c through Class III-C37c
Interests on
such Distribution Date.
(9)
The Class IV-I5 Interest will be an interest-only regular interest
and will
be entitled to receive, on each Distribution Date, the sum of the
amounts
distributable on the Class III-C38c through Class III-C49c
Interests on
such Distribution Date.
(10) The Class IV-I6 Interest will be an interest-only regular
interest and will
be entitled to receive, on each Distribution Date, the sum of the
amounts
distributable on the Class III-C50c through Class III-C54c
Interests on
such Distribution Date.
(11) The Class R-IV Interest is the sole class of residual interest
in REMIC IV.
The Class R-IV Interest does not have a principal amount or an
interest
rate.
On each Distribution Date, 50% of the increase in the Subordinated
Amount will be payable as a reduction of the principal balances of
the REMIC IV
Accretion Directed Classes and will be accrued and added to the
principal
balance of the Class IV-Accrual Interest. To this end, each REMIC
IV Accretion
Directed Class will be reduced by an amount equal to 50% of any
increase in the
Subordinated Amount that is attributable to a reduction in the
principal balance
of its Corresponding Class. On each Distribution Date, the increase
in the
principal balance of the Class IV-Accrual Interest may not exceed
interest
accruals for such Distribution Date for the Class IV-Accrual
Interest. If, with
respect to any Distribution Date, 50% of the increase in the
Subordinated Amount
exceeds accrued interest on the Class IV-Accrual Interest, the
excess
(accumulated with all such excess for all prior Distribution Dates)
will be
added to any increase in the Subordinated Amount for purposes of
calculating
accrued interest on the Class IV-Accrual Interest payable as
principal on the
REMIC IV Accretion Directed Classes on the next Distribution Date.
On each Distribution Date, all principal payments (scheduled and
prepaid)
on the Mortgage Loans and any amounts transferred from the
Pre-Funding Account
to REMIC I shall be allocated as follows: 50% to the Class
IV-Accrual Interest
and 50% to the REMIC IV Accretion Directed Classes, until such
interests are
paid in full. To this end, principal payments shall be allocated
among such
REMIC IV Accretion Directed Classes in an amount equal to 50% of
the principal
amounts allocated to their respective Corresponding Classes.
Notwithstanding the
foregoing, principal payments allocated to the Class X Certificates
that result
in the reduction in the Subordinated Amount shall be allocated to
the Class
IV-Accrual Interest until paid in full. On each Distribution Date,
Realized
Losses shall be applied so that after all distributions have been
made on each
Distribution Date (i) the principal balance of each REMIC IV
Accretion Directed
Class is equal to 50% of the principal balance of its Corresponding
Class, and
(ii) the principal balance of the Class IV-Accrual Interest is
equal to 50% of
the sum of (1) the Pool Stated Principal Balance, (2) the
Subordinated Amount
and (3) the Pre-Funding Amount.
16
The REMIC V Regular Interests and the Class R-V Interest shall have
the following tier interest rate, initial tier principal amount,
corresponding
classes, and latest possible maturity date as set forth in the
table below.
INITIAL
TIER
TIER
LATEST
REMIC V CLASS
INTEREST
PRINCIPAL
CORRESPONDING
POSSIBLE MATURITY
DESIGNATION
RATE
AMOUNT
CLASS
DATE
-------------
--------
------------
-------------
-----------------
Class A-1
(1)
$407,000,000
Class A-1(8)
February 25, 2036
Class A-2
(1)
$151,052,000
Class A-2(8)
February 25, 2036
Class A-3
(1)
$105,000,000
Class A-3(8)
February 25, 2036
Class M-1
(1)
$ 32,220,000
Class M-1(8)
February 25, 2036
Class M-2
(1)
$ 29,252,000
Class M-2(8)
February 25, 2036
Class M-3
(1)
$ 19,078,000
Class M-3(8)
February 25, 2036
Class M-4
(1)
$ 14,414,000
Class M-4(8)
February 25, 2036
Class M-5
(1)
$ 13,990,000
Class M-5(8)
February 25, 2036
Class M-6
(1)
$ 13,143,000
Class M-6(8)
February 25, 2036
Class B-1
(1)
$ 12,718,000
Class B-1(8)
February 25, 2036
Class B-2
(1)
$ 11,023,000
Class B-2(8)
February 25, 2036
Class B-3
(1)
$
7,631,000
Class B-3(8)
February 25, 2036
Class B-4
(1)
$
8,479,000
Class B-4(8)
February 25, 2036
Class X-1(7)
(2)
(2)
Class X(9)
February 25, 2036
Class X-2(7)
(3)
(4)
Class X(9)
February 25, 2036
Class V-I1
(5)
(5)
Class I-1
December 25, 2005
Class V-I2
(5)
(5)
Class I-2
December 25, 2006
Class V-I3
(5)
(5)
Class I-3
December 25, 2007
Class V-I4
(5)
(5)
Class I-4
December 25, 2008
Class V-I5
(5)
(5)
Class I-5
December 25, 2009
Class V-I6
(5)
(5)
Class I-6
May 25, 2010
Class R-V
(6)
(6)
Class R
(1)
These Certificates will bear interest during each Interest Accrual
Period
at a per annum variable rate equal to the least of (a) one-month
LIBOR plus
the applicable Pass-Through Margin or (c) the REMIC Adjusted WAC
Cap.
17
(2)
The Class X-1 Interest has an initial principal balance of
$22,893,114 but
it will not accrue interest on such balance but will accrue
interest on a
notional principal balance. As of any Distribution Date, the Class
X-1
Interest shall have a notional principal balance equal to the sum
of (i)
the Pool Stated Principal Balance and (ii) any amount remaining in
the
Pre-Funding Account as of the first day of the related Interest
Accrual
Period. With respect to any Interest Accrual Period, the Class X-1
Interest
shall bear interest at a rate equal to the excess, if any, of the
REMIC
Adjusted WAC Cap over the product of (i) 2 and (ii) the weighted
average
interest rates of the REMIC IV Accretion Direction Classes and the
Class
IV-Accrual Interest, where each REMIC IV Accretion Directed Class
is
subject to a cap equal to the interest rate on its Corresponding
REMIC V
Interest and the Class IV-Accrual Interest is subject to a cap of
zero.
With respect to any Distribution Date, interest that so accrues on
the
notional principal balance of the Class X-1 Interest shall be
deferred in
an amount equal to any increase in the Subordinated Amount on such
Distribution Date. Such deferred interest shall not itself bear
interest.
(3)
The Class X-2 Interest is entitled to all distributions of interest
on the
Class IV-N Interest.
(4)
The Class X-2 Interest will have a notional principal balance equal
to the
notional principal balance of the Class IV-N Interest.
(5)
These REMIC V Regular Interests will be interest-only regular
interests and
will be entitled to receive on each Distribution Date all
distribution on
its corresponding REMIC IV Regular Interest for such Distribution
Date.
(6)
The Class R-V Interest is the sole class of residual interest in
REMIC V.
The Class R-V Interest does not have a principal amount or an
interest
rate.
(7)
The Class X Certificates will represent two REMIC V Regular
Interests, the
Class X-1 and Class X-2 Interests.
(8)
Each of these Certificates will represent not only the ownership of
the
Corresponding Class of REMIC V Regular Interest but also the right
to
receive payments from the Excess Reserve Fund Account and Swap
Account in
respect of any Basis Risk Carry Forward Amounts. For federal income
tax
purposes, the Trustee will treat a Certificateholder's right to
receive of
Basis Risk Carry Forward Amounts as payments made pursuant to a
notional
principal contract written by the Class X Certificateholders. Each
of these
Certificates will also represent the obligation to make certain
payments on
such notional principal contract to the extent that the interest
accrued on
its Corresponding REMIC V Regular Interest is in excess of the
related
Accrued Certificate Interest.
(11) The Class X Certificates also represent the right to receive
payments from
the Interest Rate Swap Agreement, the Pre-Funding Reserve Account
and
certain payments from Holders of the LIBOR Certificates as
described in
footnote 10 and the obligation to fund certain Basis Risk Carry
Forward
Amounts.
Set forth below are designations of Classes of Certificates to the
categories used herein:
18
Book-Entry Certificates..........
All Classes of Certificates other than the
Physical Certificates.
Subordinated Certificates........
Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class B-1, Class B-2,
Class B-3 and Class B-4 Certificates.
Delay Certificates...............
None.
ERISA-Restricted Certificates....
Class R Certificates, Class P Certificate
and Class X Certificate; any certificate
with a rating below the lowest applicable
permitted rating under the Underwriters'
Exemption.
LIBOR Certificates...............
Class A-1, Class A-2, Class A-3 and
Subordinated Certificates.
Non-Delay Certificates...........
Class A-1, Class A-2, Class A-3, Class X and
Subordinated Certificates.
Offered Certificates.............
All Classes of Certificates other than the
Private Certificates.
Physical Certificates............
Class P, Class X and Class R Certificates.
Private Certificates.............
Class P, Class X and Class R Certificates.
Rating Agencies..................
Moody's, Fitch and Standard & Poor's.
Regular Certificates.............
All Classes of Certificates other than the
Class P and Class R Certificates.
Residual Certificates............
Class R Certificates.
19
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following
meanings:
60+ Day Delinquent Loan: Each Mortgage Loan with respect to which
any
portion of a Scheduled Payment is, as of the last day of the prior
Due Period,
two months or more past due (without giving effect to any grace
period), each
Mortgage Loan in foreclosure, all REO Property and each Mortgage
Loan for which
the Mortgagor has filed for bankruptcy.
Accepted Servicing Practices: With respect to any Mortgage Loan,
those
mortgage servicing practices set forth in Section 3.01.
Account: Any of the Capitalized Interest Account, the Collection
Account, the Distribution Account, any Escrow Account, the Excess
Reserve Fund
Account, the Swap Account, the Pre-Funding Account or the
Pre-Funding Reserve
Account. Each Account shall be an Eligible Account.
Accredited: Accredited Home Lenders, Inc., a California
corporation,
and its successors in interest.
Accredited Assignment Agreement: The Assignment and Recognition
Agreement, dated as of November 23, 2005, by and among the
Unaffiliated Seller,
the Depositor and Accredited, and each other Assignment and
Recognition
Agreement, by and among the Unaffiliated Seller, the Depositor and
Accredited in
connection with any Subsequent Transfer of Accredited Mortgage
Loans.
Accredited Mortgage Loan: A Mortgage Loan which was acquired from
Accredited by the Unaffiliated Seller pursuant to the Accredited
Purchase
Agreement, and which has been acquired by the Trust Fund.
Accredited Purchase Agreement: The Mortgage Loan Purchase and
Warranties Agreement, dated as of May 1, 2005, as amended to date,
by and
between the Unaffiliated Seller and Accredited.
Accrued Certificate Interest: With respect to any Distribution Date
for each Class of Certificates (other than the Class P, Class R and
Class X
Certificates), the amount of interest accrued during the related
Interest
Accrual Period at the applicable Pass-Through Rate on the related
Class
Certificate Balance immediately prior to such Distribution Date, as
reduced by
such Class's share of Net Prepayment Interest Shortfalls and Relief
Act
Shortfalls for such Distribution Date allocated to such Class
pursuant to
Section 4.02.
Addition Notice: A written notice from the Unaffiliated Seller to
the
Trustee, the Rating Agencies and the Unaffiliated Seller desires to
make a
Subsequent Transfer.
20
Adjustable Rate Mortgage Loan: A Mortgage Loan bearing interest at
an
adjustable rate.
Adjusted Mortgage Rate: As to each Mortgage Loan and at any time,
the
per annum rate equal to the Mortgage Rate less the Servicing Fee
Rate.
Adjusted Net Mortgage Rate: As to each Mortgage Loan and at any
time,
the per annum rate equal to the Mortgage Rate less the Expense Fee
Rate.
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the first
Due Date on which the related Mortgage Rate adjusts as set forth in
the related
Mortgage Note and each Due Date thereafter on which the Mortgage
Rate adjusts as
set forth in the related Mortgage Note.
Advances: Collectively, the P&I Advances and Servicing
Advances.
Advance Facility: As defined in Section 3.27.
Advance Facility Trustee: As defined in Section 3.27.
Advance Reimbursement Amount: As defined in Section 3.27.
Advancing Person: As defined in Section 3.27.
Affiliate: With respect to any Person, any other Person
controlling,
controlled by or under common control with such first Person. For
the purposes
of this definition, "control" means the power to direct the
management and
policies of such Person, directly or indirectly, whether through
the ownership
of voting securities, by contract or otherwise; and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments
or
supplements hereto.
Allstate: Allstate Home Loans, Inc., a California corporation.
Allstate Assignment Agreement: The Assignment and Recognition
Agreement, dated as of November 23, 2005, by and among the
Unaffiliated Seller,
the Depositor and Allstate, and each other Assignment and
Recognition Agreement
by and among the Unaffiliated Seller, the Depositor and Allstate in
connection
with any Subsequent Transfer of Allstate Mortgage Loans.
Allstate Mortgage Loan: A Mortgage Loan which was acquired from
Allstate by the Unaffiliated Seller pursuant to the Allstate
Purchase Agreement,
and which has been acquired by the Trust Fund.
Allstate Purchase Agreement: The Mortgage Loan Purchase and
Warranties
Agreement, dated as of September 1, 2004, as amended to date, by
and between the
Unaffiliated Seller and Allstate.
21
Amount Held for Future Distribution: As to the Certificates on any
Distribution Date, the aggregate amount held in the Collection
Account at the
close of business on the related Determination Date on account of
(i) Principal
Prepayments, Insurance Proceeds, Condemnation Proceeds and
Liquidation Proceeds
on the Mortgage Loans received after the end of the related
Prepayment Period
and (ii) all Scheduled Payments on the Mortgage Loans due after the
end of the
related Due Period.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate Class Certificate
Balance of the
LIBOR Certificates after distributions of principal on such
Distribution Date
exceeds the aggregate Stated Principal Balance of the Mortgage
Loans for such
Distribution Date.
Appraised Value: The value set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as the
value of the
Mortgaged Property.
Assignment and Recognition Agreement: The Accredited Assignment
Agreement, the Allstate Assignment Agreement, the Chapel Mortgage
Assignment
Agreement, the Encore Assignment Agreement, the First Bank
Assignment Agreement,
the First Horizon Assignment Agreement, the First NLC Assignment
Agreement, the
FlexPoint Assignment Agreement, the Fremont Assignment Agreement,
the Homeowners
Assignment Agreement, the Impac Assignment Agreement, the Lenders
Direct
Assignment Agreement, the Lime Financial Assignment Agreement, the
Master
Financial Assignment Agreement, the NC Capital Assignment
Agreement, the Novelle
Assignment Agreement, the Platinum Assignment Agreement, the ResMae
Assignment
Agreement, the Rose Mortgage Assignment Agreement or the Town &
Country
Assignment Agreement, as applicable.
Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument in recordable form (other than
the assignee's
name and recording information not yet returned from the recording
office),
reflecting the sale of the Mortgage to the Trustee.
Available Funds: With respect to any Distribution Date and the
Mortgage Loans, to the extent received by the Trustee (x) the sum
of (i) the
aggregate amount of Scheduled Payments on the Mortgage Loans due on
the related
Due Date (net of the related Expense Fees) and received by the
Servicer on or
prior to the related Determination Date, together with any P&I
Advance in
respect thereof, (ii) certain unscheduled payments in respect of
the Mortgage
Loans received by the Servicer during the related Prepayment Period
and remitted
to the Trustee, including all partial or full prepayments,
Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds (excluding Prepayment
Charges),
(iii) Compensating Interest payments from the Servicer to the
Trustee in respect
of Prepayment Interest Shortfalls for that Distribution Date, (iv)
for any
Distribution Date on or prior to February 22, 2006, any funds
required to be
paid from the Capitalized Interest Account to make up for any
interest
shortfalls on the Initial Mortgage Loans, (v) immediately following
the end of
the Pre-Funding Period, all amounts, if any, on deposit in the
Pre-Funding
Account, (vi) the proceeds from repurchases of Mortgage Loans, and
any
Substitution Adjustment Amounts received in connection with respect
to the
substitutions of Mortgage Loans that occur during the month in
which such
Distribution Date occurs at the Repurchase Price and (vii) all
proceeds received
with respect to the termination of
22
the Trust Fund pursuant to Section 9.01(a) hereof, reduced by (y)
amounts in
reimbursement for Advances previously made with respect to the
Mortgage Loans
and other amounts, in each case, as to which the Servicer, the
Depositor, the
Custodian or the Trustee are entitled to be paid or reimbursed
pursuant to the
Agreement.
Average Net Proceeds: As defined in Exhibit M hereto.
Balloon Loan: Any Mortgage Loan that requires only payments of
interest until the stated maturity date of the Mortgage Loan or
Scheduled
Payments of principal which (not including the payment due on its
stated
maturity date) are based on an amortization schedule that would be
insufficient
to fully amortize the principal thereof by the stated maturity date
of the
Mortgage Loan.
Basic Principal Distribution Amount: With respect to any
Distribution
Date, the excess of (i) the aggregate Principal Remittance Amount
for such
Distribution Date over (ii) the Excess Subordinated Amount, if any,
for such
Distribution Date.
Basis Risk Carry Forward Amount: With respect to each Class of
LIBOR
Certificates, as of any Distribution Date, the sum of (A) if on
such
Distribution Date the Pass-Through Rate for any Class of LIBOR
Certificates is
based upon the WAC Cap, the excess of (i) the amount of interest
such Class of
Certificates would otherwise be entitled to receive on such
Distribution Date
had such rate been calculated as the sum of LIBOR and the
applicable
Pass-Through Margin on such Class of Certificates for such
Distribution Date,
over (ii) the amount of interest payable on such Class of
Certificates
calculated at the WAC Cap, for such Distribution Date and (B) the
Basis Risk
Carry Forward Amount for such Class of Certificates for all
previous
Distribution Dates not previously paid, together with interest
thereon at a rate
equal to the sum of LIBOR and the applicable Pass-Through Margin
for such Class
of Certificates for such Distribution Date. For federal income tax
purposes,
with respect to each Class of LIBOR Certificates, as of any
Distribution Date,
the sum of (A) if on such Distribution Date, the interest rate for
any
Corresponding REMIC V Regular Interest is based upon the REMIC
Adjusted WAC Cap,
the excess of (i) the amount of interest such Class of Certificates
would
otherwise be entitled to receive on such Distribution Date had such
rate been
calculated as the sum of LIBOR and the applicable Pass-Through
Margin on such
Class of Certificates for such Distribution Date, over (ii) the
amount of
interest payable on such REMIC V Regular Interest calculated at the
REMIC
Adjusted WAC Cap for such Distribution Date and (B) the Basis Risk
Carry Forward
Amount for such Class of Certificates for all previous Distribution
Dates not
previously paid, together with interest thereon at a rate equal to
the sum of
LIBOR and the applicable Pass-Through Margin for such Class of
Certificates for
such Distribution Date.
Basis Risk Payment: For any Distribution Date, a payment in an
amount
equal to any Basis Risk Carry Forward Amount; provided, however,
that with
respect to any Distribution Date, the payment cannot exceed the
amounts
otherwise available for distribution on the Class X Certificates.
23
Best's: Best's Key Rating Guide, as the same shall be amended from
time to time.
Book-Entry Certificates: As specified in the Preliminary Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii) a
day
on which banking and savings and loan institutions, in (a) the
States of
California, New York, Utah, New Jersey and Florida, (b) the
applicable states in
which the Servicer's servicing operations are located, (c) the
State in which
the Trustee's operations are located or (d) the State in which the
Custodian's
operations are located, are authorized or obligated by law or
executive order to
be closed.
Capitalized Interest Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 3.07(e) in the
name of the
Trustee for the benefit of the LIBOR Certificateholders and
designated "Deutsche
Bank National Trust Company, in trust for registered holders of
IXIS Real Estate
Capital Trust 2005-HE4, Mortgage Pass-Through Certificates, Series
2005-HE4".
Capitalized Interest Requirement: With respect to the Distribution
Dates occurring in December 2005, January 2006 and February 2006,
the excess, if
any, of (x) the Accrued Certificate Interests for all classes of
the LIBOR
Certificates for such Distribution Date over (y) all scheduled
installments of
interest (net of the related Expense Fees) due on the Mortgage
Loans in the
related Due Period. In no event will the Capitalized Interest
Requirement be
less than zero.
Certificate: Any one of the Certificates executed by the Trustee in
substantially the forms attached hereto as exhibits.
Certificate Balance: With respect to any Class of Certificates,
other
than the Class X and Class R Certificates, at any date, the maximum
dollar
amount of principal to which the Holder thereof is then entitled
hereunder, such
amount being equal to the Denomination thereof minus all
distributions of
principal previously made with respect thereto and in the case of
any
Certificates, reduced by any Applied Realized Loss Amounts
allocated to such
Class of Certificates pursuant to Section 4.05; provided, however,
that
immediately following the Distribution Date on which a Subsequent
Recovery is
distributed, the Class Certificate Balances of any Class or Classes
of
Certificates that have been previously reduced by Applied Realized
Loss Amounts
will be increased, in order of seniority, by the amount of the
Subsequent
Recovery distributed on such Distribution Date (up to the amount of
Unpaid
Realized Loss Amounts for such Class or Classes for such
Distribution Date);
provided, that the Certificate Balance of any Class of Certificates
that had
previously been reduced to zero shall not be increased as a result
of any
Subsequent Recoveries. The Class X and Class R Certificates have no
Certificate
Balance.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate.
Certificate Register: The register maintained pursuant to Section
5.02.
24
Certificateholder or Holder: The person in whose name a Certificate
is
registered in the Certificate Register, except that, solely for the
purpose of
giving any consent pursuant to this Agreement, any Certificate
registered in the
name of the Depositor or any Affiliate of the Depositor shall be
deemed not to
be Outstanding and the Percentage Interest evidenced thereby shall
not be taken
into account in determining whether the requisite amount of
Percentage Interests
necessary to effect such consent has been obtained; provided,
however, that if
any such Person (including the Depositor) owns 100% of the
Percentage Interests
evidenced by a Class of Certificates, such Certificates shall be
deemed to be
Outstanding for the purposes of any provision hereof that requires
the consent
of the Holders of Certificates of a particular Class as a condition
to the
taking of any action hereunder. The Trustee is entitled to rely
conclusively on
a certification of the Depositor or any Affiliate of the Depositor
in
determining which Certificates are registered in the name of an
Affiliate of the
Depositor.
Certification: As defined in Section 8.12(b).
Chapel Mortgage: Chapel Mortgage Corporation, a New Jersey
corporation, and its successors in interest.
Chapel Mortgage Assignment Agreement: The Assignment and
Recognition
Agreement, dated as of November 23, 2005, by and among the
Unaffiliated Seller,
the Depositor and Chapel Mortgage, and each other Assignment and
Recognition
Agreement by and among the Unaffiliated Seller, the Depositor and
Chapel
Mortgage in connection with any Subsequent Transfer of Chapel
Mortgage Loans.
Chapel Mortgage Loan: A Mortgage Loan which was acquired from
Chapel
Mortgage by the Unaffiliated Seller pursuant to the Chapel Mortgage
Purchase
Agreement, and which has been acquired by the Trust Fund.
Chapel Mortgage Purchase Agreement: The Mortgage Loan Purchase and
Warranties Agreement, dated as of June 4, 2002, as amended to date,
by and
between the Unaffiliated Seller and Chapel Mortgage.
Class: All Certificates bearing the same class designation as set
forth in the Preliminary Statement.
Class A Certificates: The Class A-1, Class A-2 and Class A-3
Certificates.
Class A Principal Distribution Amount: With respect to any
Distribution Date, an amount equal to the excess of (x) the
aggregate Class
Certificate Balances of the Class A Certificates immediately prior
to such
Distribution Date over (y) the lesser of (A) 56.40% of the Current
Maximum
Amount and (B) the excess, if any, of the Current Maximum Amount
over
$4,239,466.
Class A-1 Certificates: All Certificates bearing the class
designation
of "Class A-1."
Class A-2 Certificates: All Certificates bearing the class
designation
of "Class A-2."
25
Class A-3 Certificates: All Certificates bearing the class
designation
of "Class A-3."
Class B Certificates: The Class B-1, Class B-2, Class B-3 and Class
B-4 Certificates.
Class B-1 Certificates: All Certificates bearing the class
designation
of "Class B-1."
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, an amount equal to the excess of (i) the sum of
(A) the
aggregate Class Certificate Balances of the Class A Certificates
(after taking
into account the distribution of the Class A Principal Distribution
Amount on
such Distribution Date), (B) the Class Certificate Balance of the
Class M-1
Certificates (after taking into account the distribution of the
Class M-1
Principal Distribution Amount on such Distribution Date), (C) the
Class
Certificate Balance of the Class M-2 Certificates (after taking
into account the
distribution of the Class M-2 Principal Distribution Amount on such
Distribution
Date), (D) the Class Certificate Balance of the Class M-3
Certificates (after
taking into account the distribution of the Class M-3 Principal
Distribution
Amount on such Distribution Date), (E) the Class Certificate
Balance of the
Class M-4 Certificates (after taking into account the distribution
of the Class
M-4 Principal Distribution Amount on such Distribution Date), (F)
the Class
Certificate Balance of the Class M-5 Certificates (after taking
into account the
distribution of the Class M-5 Principal Distribution Amount on such
Distribution
Date), (G) the Class Certificate Balance of the Class M-6
Certificates (after
taking into account the distribution of the Class M-6 Principal
Distribution
Amount on such Distribution Date), and (H) the Class Certificate
Balance of the
Class B-1 Certificates immediately prior to such Distribution Date
over (ii) the
lesser of (A) 88.20% of the Current Maximum Amount and (B) the
excess, if any,
of the Current Maximum Amount over $4,239,466.
Class B-2 Certificates: All Certificates bearing the class
designation
of "Class B-2".
Class B-2 Principal Distribution Amount: With respect to any
Distribution Date, an amount equal to the excess of (i) the sum of
(A) the
aggregate Class Certificate Balances of the Class A Certificates
(after taking
into account the distribution of the Class A Principal Distribution
Amount on
such Distribution Date), (B) the Class Certificate Balance of the
Class M-1
Certificates (after taking into account the distribution of the
Class M-1
Principal Distribution Amount on such Distribution Date), (C) the
Class
Certificate Balance of the Class M-2 Certificates (after taking
into account the
distribution of the Class M-2 Principal Distribution Amount on such
Distribution
Date), (D) the Class Certificate Balance of the Class M-3
Certificates (after
taking into account the distribution of the Class M-3 Principal
Distribution
Amount on such Distribution Date), (E) the Class Certificate
Balance of the
Class M-4 Certificates (after taking into account the distribution
of the Class
M-4 Principal Distribution Amount on such Distribution Date), (F)
the Class
Certificate Balance of the Class M-5 Certificates (after taking
into account the
distribution of the Class M-5 Principal Distribution Amount on such
Distribution
Date), (G) the Class Certificate Balance of the Class M-6
Certificates (after
taking into account the distribution of the Class M-6 Principal
26
Distribution Amount on such Distribution Date), (H) the Class
Certificate
Balance of the Class B-1 Certificates (after taking into account
the
distribution of the Class B-1 Principal Distribution Amount on such
Distribution
Date), and (I) the Class Certificate Balance of the Class B-2
Certificates
immediately prior to such Distribution Date over (ii) the lesser of
(A) 90.80%
of the Current Maximum Amount and (B) the excess, if any, of the
Current Maximum
Amount over $4,239,466.
Class B-3 Certificates: All Certificates bearing the class
designation
of "Class B-3".
Class B-3 Principal Distribution Amount: With respect to any
Distribution Date, an amount equal to the excess of (i) the sum of
(A) the
aggregate Class Certificate Balances of the Class A Certificates
(after taking
into account the distribution of the Class A Principal Distribution
Amount on
such Distribution Date), (B) the Class Certificate Balance of the
Class M-1
Certificates (after taking into account the distribution of the
Class M-1
Principal Distribution Amount on such Distribution Date), (C) the
Class
Certificate Balance of the Class M-2 Certificates (after taking
into account the
distribution of the Class M-2 Principal Distribution Amount on such
Distribution
Date), (D) the Class Certificate Balance of the Class M-3
Certificates (after
taking into account the distribution of the Class M-3 Principal
Distribution
Amount on such Distribution Date), (E) the Class Certificate
Balance of the
Class M-4 Certificates (after taking into account the distribution
of the Class
M-4 Principal Distribution Amount on such Distribution Date), (F)
the Class
Certificate Balance of the Class M-5 Certificates (after taking
into account the
distribution of the Class M-5 Principal Distribution Amount on such
Distribution
Date), (G) the Class Certificate Balance of the Class M-6
Certificates (after
taking into account the distribution of the Class M-6 Principal
Distribution
Amount on such Distribution Date), (H) the Class Certificate
Balance of the
Class B-1 Certificates (after taking into account the distribution
of the Class
B-1 Principal Distribution Amount on such Distribution Date), (I)
the Class
Certificate Balance of the Class B-2 Certificates (after taking
into account the
distribution of the Class B-2 Principal Distribution Amount on such
Distribution
Date), and (J) the Class Certificate Balance of the Class B-3
Certificates
immediately prior to such Distribution Date over (ii) the lesser of
(A) 92.60%
of the Current Maximum Amount and (B) the excess, if any, of the
Current Maximum
Amount over $4,239,466.
Class B-4 Certificates: All Certificates bearing the class
designation
of "Class B-4".
Class B-4 Principal Distribution Amount: With respect to any
Distribution Date, an amount equal to the excess of (i) the sum of
(A) the
aggregate Class Certificate Balances of the Class A Certificates
(after taking
into account the distribution of the Class A Principal Distribution
Amount on
such Distribution Date), (B) the Class Certificate Balance of the
Class M-1
Certificates (after taking into account the distribution of the
Class M-1
Principal Distribution Amount on such Distribution Date), (C) the
Class
Certificate Balance of the Class M-2 Certificates (after taking
into account the
distribution of the Class M-2 Principal Distribution Amount on such
Distribution
Date), (D) the Class Certificate Balance of the Class M-3
Certificates (after
taking into account the distribution of the Class M-3 Principal
Distribution
Amount on such Distribution Date), (E) the Class Certificate
Balance of the
Class
27
M-4 Certificates (after taking into account the 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 the
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 the distribution of the Class M-6 Principal
Distribution
Amount on such Distribution Date), (H) the Class Certificate
Balance of the
Class B-1 Certificates (after taking into account the distribution
of the Class
B-1 Principal Distribution Amount on such Distribution Date), (I)
the Class
Certificate Balance of the Class B-2 Certificates (after taking
into account the
distribution of the Class B-2 Principal Distribution Amount on such
Distribution
Date), (J) the Class Certificate Balance of the Class B-3
Certificates (after
taking into account the distribution of the Class B-3 Principal
Distribution
Amount on such Distribution Date), and (K) the Class Certificate
Balance of the
Class B-4 Certificates immediately prior to such Distribution Date
over (ii) the
lesser of (A) 94.60% of the Current Maximum Amount and (B) the
excess, if any,
of the Current Maximum Amount over $4,239,466.
Class Certificate Balance: With respect to any Class and as to any
date of determination, the aggregate of the Certificate Balances of
all
Certificates of such Class as of such date.
Class I Interests: As described in the Preliminary Statement.
Class M Certificates: The Class M-1, Class M-2, Class M-3, Class
M-4,
Class M-5 and Class M-6 Certificates.
Class M-1 Certificates: All Certificates bearing the class
designation
of "Class M-1".
Class M-1 Enhancement Percentage: With respect to any Distribution
Date, the percentage obtained by dividing (x) the sum of (i) the
aggregate Class
Certificate Balance of the Class M-2, Class M-3, Class M-4, Class
M-5, Class
M-6, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates and
(ii) the
Subordinated Amount (in each case after taking into account the
allocation of
the Principal Distribution Amount and any principal payments on
those classes of
certificates from the Swap Account for such Distribution Date) by
(y) the
Current Maximum Amount for that Distribution Date.
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date, an amount equal to the excess of (i) the sum of
(A) the
aggregate Class Certificate Balances of the Class A Certificates
(after taking
into account the distribution of the Class A Principal Distribution
Amount on
such Distribution Date) and (B) the Class Certificate Balance of
the Class M-1
Certificates immediately prior to such Distribution Date over (ii)
the lesser of
(A) 64.00% of the Current Maximum Amount and (B) the excess, if
any, of the
Current Maximum Amount over $4,239,466.
Class M-2 Certificates: All Certificates bearing the class
designation
of "Class M-2."
28
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date, an amount equal to the excess of (i) the sum of
(A) the
aggregate Class Certificate Balances of the Class A Certificates
(after taking
into account the distribution of the Class A Principal Distribution
Amount on
such Distribution Date), (B) the Class Certificate Balance of the
Class M-1
Certificates (after taking into account the distribution of the
Class M-1
Principal Distribution Amount on such Distribution Date) and (C)
the Class
Certificate Balance of the Class M-2 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 70.90% of the Current
Maximum
Amount and (B) the excess, if any, of the Current Maximum Amount
over
$4,239,466.
Class M-3 Certificates: All Certificates bearing the class
designation
of "Class M-3".
Class M-3 Principal Distribution Amount: With respect to any
Distribution Date, an amount equal to the excess of (i) the sum of
(A) the
aggregate Class Certificate Balances of the Class A Certificates
(after taking
into account the distribution of the Class A Principal Distribution
Amount on
such Distribution Date), (B) the Class Certificate Balance of the
Class M-1
Certificates (after taking into account the distribution of the
Class M-1
Principal Distribution Amount on such Distribution Date), (C) the
Class
Certificate Balance of the Class M-2 Certificates (after taking
into account the
distribution of the Class M-2 Principal Distribution Amount on such
Distribution
Date), and (D) the Class Certificate Balance of the Class M-3
Certificates
immediately prior to such Distribution Date over (ii) the lesser of
(A) 75.40%
of the Current Maximum Amount and (B) the excess, if any, of the
Current Maximum
Amount over $4,239,466.
Class M-4 Certificates: All Certificates bearing the class
designation
of "Class M-4".
Class M-4 Principal Distribution Amount: With respect to any
Distribution Date, an amount equal to the excess of (i) the sum of
(A) the
aggregate Class Certificate Balances of the Class A Certificates
(after taking
into account the distribution of the Class A Principal Distribution
Amount on
such Distribution Date), (B) the Class Certificate Balances of the
Class M-1
Certificates (after taking into account the distribution of the
Class M-1
Principal Distribution Amount on such Distribution Date), (C) the
Class
Certificate Balances of the Class M-2 Certificates (after taking
into account
the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (D) the Class Certificate Balances of the Class
M-3
Certificates (after taking into account the distribution of the
Class M-3
Principal Distribution Amount on such Distribution Date) and (E)
the Class
Certificate Balances of the Class M-4 Certificates immediately
prior to such
Distribution Date over (ii) the lesser of (A) 78.80% of the Current
Maximum
Amount and (B) the excess, if any, of the Current Maximum Amount
over
$4,239,466.
Class M-5 Certificates: All Certificates bearing the class
designation
of "Class M-5".
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date, an amount equal to the excess of (i) the sum of
(A) aggregate
Class Certificate Balances of the
29
Class A Certificates (after taking into account the distribution of
the Class A
Principal Distribution Amount on such Distribution Date), (B) the
Certificate
Principal Balance of the Class M-1 Certificates (after taking into
account the
distribution of the Class M-1 Principal Distribution Amount on such
Distribution
Date), (C) the Certificate Principal Balance of the Class M-2
Certificates
(after taking into account the distribution of the Class M-2
Principal
Distribution Amount on such Distribution Date), (D) the Certificate
Principal
Balance of the Class M-3 Certificates (after taking into account
the
distribution of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (E) the Certificate Principal Balance of the Class M-4
Certificates
(after taking into account the distribution of the Class M-4
Principal
Distribution Amount on such Distribution Date) and (F) the
Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such
Distribution
Date over (i) the lesser of (A) 82.10% of the Current Maximum
Amount and (B) the
excess, if any, of the Current Maximum Amount over $4,239,466.
Class M-6 Certificates: All Certificates bearing the class
designation
of "Class M-6".
Class M-6 Principal Distribution Amount: With respect to any
Distribution Date, an amount equal to the excess of (i) the sum of
(A) the
aggregate Class Certificate Balances of the Class A Certificates
(after taking
into account the distribution of the Class A Principal Distribution
Amount on
such Distribution Date), (B) the Class Certificate Balance of the
Class M-1
Certificates (after taking into account the distribution of the
Class M-1
Principal Distribution Amount on such Distribution Date), (C) the
Class
Certificate Balance of the Class M-2 Certificates (after taking
into account the
distribution of the Class M-2 Principal Distribution Amount on such
Distribution
Date), (D) the Class Certificate Balance of the Class M-3
Certificates (after
taking into account the distribution of the Class M-3 Principal
Distribution
Amount on such Distribution Date), (E) the Class Certificate
Balance of the
Class M-4 Certificates (after taking into account the distribution
of the Class
M-4 Principal Distribution Amount on such Distribution Date), (F)
the Class
Certificate Balance of the Class M-5 Certificates (after taking
into account the
distribution of the Class M-5 Principal Distribution Amount on such
Distribution
Date) and (G) the Class Certificate Balance of the Class M-6
Certificates
immediately prior to such Distribution Date over (ii) the lesser of
(A) 85.20%
of the Current Maximum Amount and (B) the excess, if any, of the
Current Maximum
Amount over $4,239,466.
Class P Certificates: All Certificates bearing the class
designation
of "Class P".
Class R Certificates: All Certificates bearing the class
designation
of "Class R".
Class X Certificates: All Certificates bearing the class
designation
of "Class X".
Class X Distributable Amount: On any Distribution Date, the sum of
(i)
as a distribution in respect of interest, the amount of interest
that has
accrued on the Class X Regular Interests and not applied as an
Extra Principal
Distribution Amount on such Distribution Date, plus any such
accrued interest
remaining undistributed from prior Distribution Dates, plus,
without
duplication, (ii) as a distribution in respect of principal, any
portion of the
principal
30
balance of the Class X Regular Interest which is distributable as a
Subordination Reduction Amount, less (iii) any amounts paid as a
Basis Risk
Payment.
Class X Regular Interest: The REMIC V Regular Interests represented
by
the Class X Certificates as specified and described in the
Preliminary Statement
and the related footnote thereto.
Closing Date: November 23, 2005.
Code: The Internal Revenue Code of 1986, including any successor or
amendatory provisions.
Collection Account: As defined in Section 3.10(a).
Compensating Interest: For any Distribution Date, the lesser of (a)
the amount by which the Prepayment Interest Shortfall, if any, for
such
Distribution Date exceeds all Prepayment Interest Excesses for such
Distribution
Date, with respect to voluntary Principal Prepayments in Full
(excluding any
payments made upon liquidation of the Mortgage Loan) and (b) the
Servicing Fee
payable to the Servicer for such Distribution Date.
Condemnation Proceeds: All awards of settlements in respect of a
Mortgaged Property, whether permanent or temporary, partial or
entire, by
exercise of the power of eminent domain or condemnation.
Corporate Trust Office: The designated office of the Trustee in the
State of California at which at any particular time its corporate
trust business
with respect to this Agreement is administered, which office at the
date of the
execution of this Agreement is located at 1761 East St. Andrew
Place, Santa Ana,
California 92705, Attn: Trust Administration IX0504, facsimile no.
(714)
247-6470 and which is the address to which notices to and
correspondence with
the Trustee should be directed.
Corresponding Class: As described in the Preliminary Statement.
Corresponding Distribution Date:
--------------------------------------------------------------------------------
Corresponding Distribution Date is the
REMIC III Regular Interest
Distribution Date occurring in:
--------------------------------------------------------------------------------
Class III-C1a-c
December 2005
--------------------------------------------------------------------------------
Class III-C2a-c
January 2006
--------------------------------------------------------------------------------
Class III-C3a-c
February 2006
--------------------------------------------------------------------------------
Class III-C4a-c
March 2006
--------------------------------------------------------------------------------
31
--------------------------------------------------------------------------------
Class III-C5a-c
April 2006
--------------------------------------------------------------------------------
Class III-C6a-c
May 2006
--------------------------------------------------------------------------------
Class III-C7a-c
June 2006
--------------------------------------------------------------------------------
Class III-C8a-c
July 2006
--------------------------------------------------------------------------------
Class III-C9a-c
August 2006
--------------------------------------------------------------------------------
Class III-C10a-c
September 2006
--------------------------------------------------------------------------------
Class III-C11a-c
October 2006
--------------------------------------------------------------------------------
Class III-C12a-c
November 2006
--------------------------------------------------------------------------------
Class III-C13a-c
December 2006
--------------------------------------------------------------------------------
Class III-C14a-c
January 2007
--------------------------------------------------------------------------------
Class III-C15a-c
February 2007
--------------------------------------------------------------------------------
Class III-C16a-c
March 2007
--------------------------------------------------------------------------------
Class III-C17a-c
April 2007
--------------------------------------------------------------------------------
Class III-C18a-c
May 2007
--------------------------------------------------------------------------------
Class III-C19a-c
June 2007
--------------------------------------------------------------------------------
Class III-C20a-c
July 2007
--------------------------------------------------------------------------------
Class III-C21a-c
August 2007
--------------------------------------------------------------------------------
Class III-C22a-c
September 2007
--------------------------------------------------------------------------------
Class III-C23a-c
October 2007
--------------------------------------------------------------------------------
Class III-C24a-c
November 2007
--------------------------------------------------------------------------------
Class III-C25a-c
December 2007
--------------------------------------------------------------------------------
Class III-C26a-c
January 2008
--------------------------------------------------------------------------------
Class III-C27a-c
February 2008
--------------------------------------------------------------------------------
Class III-C28a-c
March 2008
--------------------------------------------------------------------------------
32
--------------------------------------------------------------------------------
Class III-C29a-c
April 2008
--------------------------------------------------------------------------------
Class III-C30a-c
May 2008
--------------------------------------------------------------------------------
Class III-C31a-c
June 2008
--------------------------------------------------------------------------------
Class III-C32a-c
July 2008
--------------------------------------------------------------------------------
Class III-C33a-c
August 2008
--------------------------------------------------------------------------------
Class III-C34a-c
September 2008
--------------------------------------------------------------------------------
Class III-C35a-c
October 2008
--------------------------------------------------------------------------------
Class III-C36a-c
November 2008
--------------------------------------------------------------------------------
Class III-C37a-c
December 2008
--------------------------------------------------------------------------------
Class III-C38a-c
January 2009
--------------------------------------------------------------------------------
Class III-C39a-c
February 2009
--------------------------------------------------------------------------------
Class III-C40a-c
March 2009
--------------------------------------------------------------------------------
Class III-C41a-c
April 2009
--------------------------------------------------------------------------------
Class III-C42a-c
May 2009
--------------------------------------------------------------------------------
Class III-C43a-c
June 2009
--------------------------------------------------------------------------------
Class III-C44a-c
July 2009
--------------------------------------------------------------------------------
Class III-C45a-c
August 2009
--------------------------------------------------------------------------------
Class III-C46a-c
September 2009
--------------------------------------------------------------------------------
Class III-C47a-cc
October 2009
--------------------------------------------------------------------------------
Class III-C48a-c
November 2009
--------------------------------------------------------------------------------
Class III-C49a-c
December 2009
--------------------------------------------------------------------------------
Class III-C50a-c
January 2010
--------------------------------------------------------------------------------
Class III-C51a-c
February 2010
--------------------------------------------------------------------------------
Class III-C52a-c
March 2010
--------------------------------------------------------------------------------
33
--------------------------------------------------------------------------------
Class III-C53a-c
April 2010
--------------------------------------------------------------------------------
Class III-C54a-c
May 2010
--------------------------------------------------------------------------------
Corresponding REMIC V Interest: As described in the Preliminary
Statement.
Covered Loan: A Mortgage Loan categorized as Covered pursuant to
Appendix E of Standard and Poor's Glossary.
Cumulative Loss Percentage: With respect to any Distribution Date,
the
percentage equivalent of a fraction, the numerator of which is the
aggregate
amount of Realized Losses incurred from the Cut-off Date to the
last day of the
calendar month preceding the month in which the Distribution Date
occurs less
any amounts received with respect to Realized Losses on the related
Mortgage
Loans subsequent to the Final Recovery Determination being made
with respect to
such Mortgage Loans and the denominator of which is the Cut-off
Date Pool
Principal Balance of the Mortgage Loans.
Cumulative Loss Trigger Event: With respect to any Distribution
Date,
a Cumulative Loss Trigger Event exists if the quotient (expressed
as a
percentage) of the aggregate amount of Realized Losses incurred
since the
related Cut-off Date through the last day of the related Prepayment
Period
divided by the Maximum Pool Principal Balance exceeds the
applicable cumulative
loss percentage as follows with respect to such Distribution Date:
DISTRIBUTION DATE OCCURRING IN
CUMULATIVE LOSS PERCENTAGE
------------------------------
--------------------------
December 2007 through
1.4500 for the first month, plus an additional
November 2008
1/12th of 1.800% for each month thereafter
(e.g., 2.350% in June 2008)
December 2008 through
3.250% for the first month, plus an additional
November 2009
1/12th of 1.750% for each month thereafter
(e.g., 4.125% in June 2009)
December 2009 through
5.000% for the first month, plus an additional
November 2010
1/12th of 1.500% for each month thereafter
(e.g., 5.750% in June 2010)
December 2010 through
6.500% for the first month, plus an additional
November 2011
1/12th of 1.000% for each month thereafter
(e.g., 7.000% in June 2011)
December 2011 and thereafter
7.500%
Current Maximum Amount: With respect to any date of determination,
the
sum of (i) the aggregate of the Stated Principal Balances of the
Mortgage Loans
in the Trust at such time, and (ii) with respect to each date of
determination
prior to the Distribution Date on or prior to February 25, 2006,
the Pre-Funding
Amount immediately prior to such Distribution Date, net of
investment earnings
on deposit therein.
34
Custodian: Deutsche Bank National Trust Company, a national banking
association, and its successors in interest.
Custodial File: With respect to each Mortgage Loan, the file
retained
by the Custodian consisting of items (i) - (viii) of Section
2.01(b).
Cut-off Date: With respect to the Initial Mortgage Loans, November
1,
2005, and with respect to each Subsequent Mortgage Loan, the
related Subsequent
Cut-off Date.
Cut-off Date Pool Principal Balance: The aggregate Stated Principal
Balances of all Mortgage Loans as of the Cut-off Date (after giving
effect to
payments of principal due on that date, whether or not received).
Cut-off Date Principal Balance: As to any Mortgage Loan, the Stated
Principal Balance thereof as of the close of business on the
Cut-off Date.
Data Tape Information: The information provided by the Unaffiliated
Seller as of November 1, 2005 to the Depositor setting forth the
following
information with respect to each Mortgage Loan: (1) the Mortgagor's
name; (2) as
to each Mortgage Loan, the Scheduled Principal Balance as of the
Cut-off Date;
(3) the Mortgage Rate Cap; (4) the Index; (5) a code indicating
whether the
Mortgaged Property is owner-occupied; (6) the type of Mortgaged
Property; (7)
the first date on which the Scheduled Payment was due on the
Mortgage Loan and,
if such date is not consistent with the Due Date currently in
effect, such Due
Date; (8) the "paid through date" based on payments received from
the related
Mortgagor; (9) the original principal amount of the Mortgage Loan;
(10) with
respect to Adjustable Rate Mortgage Loans, the Maximum Mortgage
Rate; (11) the
type of Mortgage Loan (i.e., Fixed Rate Mortgage Loan, Adjustable
Rate Mortgage
Loan, First Lien Mortgage Loan or Second Lien Mortgage Loan); (12)
a code
indicating the purpose of the loan (i.e., purchase, rate and term
refinance,
equity take-out refinance); (13) a code indicating the
documentation style
(i.e., full, asset verification, income verification and no
documentation); (14)
the credit risk score (FICO score); (15) the loan credit grade
classification
(as described in the Underwriting Guidelines); (16) with respect to
each
Adjustable Rate Mortgage Loan, the Minimum Mortgage Rate; (17) the
Mortgage Rate
at origination; (18) with respect to each Adjustable Rate Mortgage
Loan, the
first Adjustment Date immediately following the Cut-off Date; (19)
the value of
the Mortgaged Property; (20) a code indicating the type and term of
Prepayment
Charges applicable to such Mortgage Loan, if any; and (21) with
respect to each
Adjustable Rate Mortgage Loan, the Periodic Mortgage Rate Cap. With
respect to
the Mortgage Loans in the aggregate, the Data Tape Information
shall set forth
the following information, as of the Cut-off Date: (1) the number
of Mortgage
Loans; (2) the current aggregate outstanding principal balance of
the Mortgage
Loans; (3) the weighted average Mortgage Rate of the Mortgage
Loans; and (4) the
weighted average maturity of the Mortgage Loans.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction
by a court of competent jurisdiction in a proceeding under the
United States
Bankruptcy Code in the Scheduled Payment for such Mortgage Loan
which became
final and non-appealable, except such a reduction resulting from a
Deficient
Valuation or any reduction that results in a permanent forgiveness
of principal.
35
Defaulted Swap Termination Payment: Any termination payment
required
to be made by the Trust to the Swap Provider pursuant to the
Interest Rate Swap
Agreement as a result of: either (i) an event of default under the
Interest Rate
Swap Agreement with respect to which the Swap Provider is the
defaulting party
or (ii) a termination event under that agreement (other than
illegality, a tax
event or a tax event upon merger of the Swap Provider) with respect
to which the
Swap Provider is the sole affected party.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
of
the related Mortgaged Property by a court of competent jurisdiction
in an amount
less than the then- outstanding principal balance of the Mortgage
Loan, which
valuation results from a proceeding initiated under the United
States Bankruptcy
Code.
Definitive Certificates: Any Certificate evidenced by a Physical
Certificate and any Certificate issued in lieu of a Book-Entry
Certificate
pursuant to Section 5.02(e).
Delay Certificates: As specified in the Preliminary Statement.
Deleted Mortgage Loan: A Mortgage Loan that is repurchased by the
Unaffiliated Seller or the related Originator, as applicable, or
replaced with a
Substitute Mortgage Loan in accordance with the terms hereof and
the related
Mortgage Loan Purchase Agreement.
Delinquency Trigger Event: With respect to a Distribution Date
after
the Stepdown Date, the event that is in effect if the quotient
(expressed as a
percentage) of (x) the three-month rolling daily average of the
aggregate Stated
Principal Balance of 60+ Day Delinquent Loans as of the last day of
the related
Due Period, over (y) the Current Maximum Amount of the Mortgage
Loans as of the
last day of the related Due Period exceeds (a) 36.70% of the prior
period's
Senior Enhancement Percentage while any Class A Certificates remain
outstanding,
or (b) 44.40% of the prior period's Class M-1 Enhancement
Percentage if the
Class A Certificates are no longer outstanding.
Delinquent: A mortgage loan is "Delinquent" if any Scheduled
Payment
due on a due date is not made by the close of business on the next
scheduled due
date for that mortgage loan (including all Mortgage Loans in
foreclosure,
Mortgage Loans in respect of REO Properties and Mortgage Loans for
which the
related Mortgagor has declared bankruptcy). A mortgage loan is "30
days
Delinquent" if the Scheduled Payment has not been received by the
close of
business on the corresponding day of the month immediately
succeeding the month
in which that Scheduled Payment was due or, if there was no
corresponding date
(e.g., as when a 30-day month follows a 31-day month in which the
payment was
due on the 31st day of that month), then on the last day of that
immediately
preceding month; and similarly for "60 days Delinquent" and "90
days
Delinquent," etc.
Delivery Date: With respect to the Initial Mortgage Loans, the
Closing
Date; with respect to any Subsequent Mortgage Loans, the related
Subsequent
Transfer Date therefor.
Denomination: With respect to each Certificate, the amount set
forth
on the face thereof as the "Initial Certificate Balance of this
Certificate" or
the Percentage Interest appearing on the face thereof.
36
Depositor: Morgan Stanley ABS Capital I Inc., a Delaware
corporation,
and its successors in interest.
Depository: The initial Depository shall be The Depository Trust
Company, the nominee of which is CEDE & Co., as the registered
Holder of the
Book-Entry Certificates. The Depository shall at all times be a
"clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform
Commercial Code of
the State of New York.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
Determination Date: With respect to each Remittance Date, the 15th
of
each month, or if the 15th is not a Business Day, the immediately
preceding
Business Day.
Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.07(d) in the name
of the Trustee
for the benefit of the Certificateholders and designated "Deutsche
Bank National
Trust Company, in trust for registered holders of IXIS Real Estate
Capital Trust
2005-HE4, Mortgage Pass-Through Certificates, Series 2005-HE4".
Funds in the
Distribution Account shall be held in trust for the
Certificateholders for the
uses and purposes set forth in this Agreement.
Distribution Date: The 25th day of each calendar month, or if such
day
is not a Business Day, the next succeeding Business Day, commencing
in December
2005.
Document Certification and Exception Report: The report attached to
Exhibit F hereto.
Due Date: The day of the month on which the Scheduled Payment is
due
on a Mortgage Loan, exclusive of any days of grace.
Due Period: With respect to each Distribution Date, the period
commencing on the second day of the calendar month preceding the
month in which
such Distribution Date occurs and ending on the first day of the
calendar month
in which such Distribution Date occurs.
Eligible Account: Any of (i) an account or accounts maintained with
a
federal or state chartered depository institution or trust company
the
commercial paper, short-term debt obligations, demand deposits or
other
short-term deposits of which are rated in one of the two highest
rating
categories by each of the Rating Agencies at the time any amounts
are held on
deposit therein, (ii) an account or accounts the deposits in which
are fully
insured by the FDIC (to the limits established by such
corporation), the
uninsured deposits in which account are otherwise secured such
that, as
evidenced by an Opinion of Counsel delivered to each Rating Agency,
the
Certificateholders will have a claim with respect to the funds in
such account
or a perfected first priority security interest against such
collateral (which
shall be limited to Permitted Investments) securing such funds that
is superior
to claims of any other depositors or creditors of the depository
institution
with which such account is maintained, (iii) a trust account or
accounts
maintained with the trust department of a federal or state
chartered depository
institution, national banking association or trust company acting
in its
fiduciary capacity, (iv) an
37
account otherwise acceptable to each Rating Agency or (v) an
account maintained
with a "qualified depository" (as such term is defined in the
related Servicing
Agreement). Eligible Accounts may bear interest.
Eligible Institution: A federal or state chartered depository
institution or trust company, which (x) with respect to any
Eligible Account,
the amounts on deposit in which will be held for less than 30 days,
the
commercial paper, short-term debt obligations, or other short-term
deposits of
which are rated at least "F1" by Fitch, "P-1" by Moody's, and
either "A-1+" or
"A-1", if the amounts on deposit represent less than 20% of the
initial par
value of the securities, are not intended to be used as credit
enhancement and
are to be held for less than 30 days, by Standard & Poor's (or
a comparable
rating if another Rating Agency is specified by the Depositor by
written notice
to the Servicer and the Trustee) or (y) with respect to any
Eligible Account,
the amounts on deposit in which will be held for no more than 365
days, the
long-term unsecured debt obligations of which are rated at least
"A" by Fitch,
"A" by Standard & Poor's and "A2" by Moody's (or a comparable
rating if another
Rating Agency is specified by the Depositor by written notice to
the Servicer
and the Trustee).
Encore: Encore Credit Corporation, a California corporation, and
its
successors in interest.
Encore Assignment Agreement: The Assignment and Recognition
Agreement,
dated as of November 23, 2005, by and among the Unaffiliated
Seller, the
Depositor and Encore, and each other Assignment and Recognition
Agreement by and
among the Unaffiliated Seller, the Depositor and Encore in
connection with any
Subsequent Transfer of Encore Mortgage Loans.
Encore Mortgage Loan: A Mortgage Loan which was acquired from
Encore
by the Unaffiliated Seller pursuant to the Encore Purchase
Agreement, and which
has been acquired by the Trust Fund.
Encore Purchase Agreement: The Mortgage Loan Purchase and
Warranties
Agreement, dated as of December 1, 2002, as amended to date, by and
between the
Unaffiliated Seller and Encore.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Restricted Certificate: As specified in the Preliminary
Statement.
Escrow Account: The Eligible Account or Accounts established and
maintained pursuant to Section 3.09(b).
Escrow Payments: As defined in Section 3.09(b).
Event of Default: As defined in Section 7.01.
Excess Reserve Fund Account: The separate Eligible Account created
and
maintained by the Trustee pursuant to Sections 3.07(b) and 3.07(c)
in the name
of the Trustee, on behalf of the Supplemental Interest Trust, for
the benefit of
the Holders of the Regular
38
Certificates and designated "Deutsche Bank National Trust Company,
in trust for
registered holders of IXIS Real Estate Capital Trust 2005-HE4,
Mortgage
Pass-Through Certificates, Series 2005-HE4". Funds in the Excess
Reserve Fund
Account shall be held in trust for the Holders of the Regular
Certificates for
the uses and purposes set forth in this Agreement. Amounts on
deposit in the
Excess Reserve Fund Account shall not be invested.
Excess Subordinated Amount: With respect to any Distribution Date,
the
excess, if any, of (a) the Subordinated Amount on such Distribution
Date over
(b) the Specified Subordinated Amount for such Distribution Date.
Exchange Act: As defined in Section 8.12(a).
Expense Fee Rate: As to each Mortgage Loan, a per annum rate equal
to
the sum of the Servicing Fee Rate and the Trustee Fee Rate.
Expense Fees: As to each Mortgage Loan, the sum of the Servicing
Fee
and the Trustee Fee.
Extra Principal Distribution Amount: As of any Distribution Date,
the
lesser of (x) the related Total Monthly Excess Spread for such
Distribution Date
and (y) the Subordination Deficiency for such Distribution Date.
Fannie Mae: The Federal National Mortgage Association, or any
successor thereto.
Fannie Mae Guides: The Fannie Mae Sellers' Guide and the Fannie Mae
Servicers' Guide and all amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
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.
Final Certification: A certification submitted by the Custodian in
substantially the form of Exhibit G hereto.
Final Recovery Determination: With respect to any defaulted
Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO
Property purchased
by an Originator as contemplated by the Assignment and Recognition
Agreements),
a determination made by the Servicer that all Insurance Proceeds,
Condemnation
Proceeds, Liquidation Proceeds and other payments or recoveries
which the
Servicer, in its reasonable good faith judgment, expects to be
finally
recoverable in respect thereof have been so recovered. The Servicer
shall
maintain records, prepared by a Servicing Officer, of each Final
Recovery
Determination made thereby.
Final Scheduled Distribution Date: The Final Scheduled Distribution
Date for each Class of Certificates is the Distribution Date in
each of the
following months:
39
FINAL SCHEDULED
DISTRIBUTION DATE
-----------------
Class A-1 Certificates .....................................
February 25, 2036
Class A-2 Certificates .....................................
February 25, 2036
Class A-3 Certificates .....................................
February 25, 2036
Class M-1 Certificates .....................................
February 25, 2036
Class M-2 Certificates .....................................
February 25, 2036
Class M-3 Certificates .....................................
February 25, 2036
Class M-4 Certificates .....................................
February 25, 2036
Class M-5 Certificates .....................................
February 25, 2036
Class M-6 Certificates .....................................
February 25, 2036
Class B-1 Certificates .....................................
February 25, 2036
Class B-2 Certificates .....................................
February 25, 2036
Class B-3 Certificates .....................................
February 25, 2036
Class B-4 Certificates .....................................
February 25, 2036
Class X Certificates .......................................
February 25, 2036
Class P Certificates .......................................
February 25, 2036
Class R Certificates .......................................
February 25, 2036
First Bank: First Bank Mortgage, a Missouri corporation, and its
successors in interest.
First Bank Assignment Agreement: The Assignment and Recognition
Agreement, dated as of November 23, 2005, by and among the
Unaffiliated Seller,
the Depositor and First Bank, and each other Assignment and
Recognition
Agreement by and among the Unaffiliated Seller, the Depositor and
First Bank in
connection with any Subsequent Transfer of First Bank Mortgage
Loans.
First Bank Mortgage Loan: A Mortgage Loan which was acquired from
First Bank by the Unaffiliated Seller pursuant to the First Bank
Purchase
Agreement, and which has been acquired by the Trust Fund.
First Bank Purchase Agreement: The Mortgage Loan Purchase and
Warranties Agreement, dated as of April 1, 2003, as amended to
date, by and
between the Unaffiliated Seller and First Bank.
First Horizon: First Horizon Home Loan Corp., a Kansas corporation.
First Horizon Capital Assignment Agreement: The Assignment and
Recognition Agreement, dated as of November 23, 2005, by and among
the
Unaffiliated Seller, the Depositor and First Horizon, and each
other Assignment
and Recognition Agreement by and among the Unaffiliated Seller, the
Depositor
and First Horizon in connection with any Subsequent Transfer of
First Horizon
Mortgage Loans.
40
First Horizon Mortgage Loan: A Mortgage Loan which was acquired
from
First Horizon by the Unaffiliated Seller pursuant to the First
Horizon Purchase
Agreement, and which has been acquired by the Trust Fund.
First Horizon Purchase Agreement: The Mortgage Loan Purchase and
Warranties Agreement, dated as of May 1, 2005, as amended to date,
by and
between the Unaffiliated Seller and First Horizon.
First Lien Mortgage Loan: A Mortgage Loan secured by a first lien
Mortgage on the related Mortgaged Property.
First NLC: First NLC Financial Services., a Florida limited
liability
company.
First NLC Capital Assignment Agreement: The Assignment and
Recognition
Agreement, dated as of November 23, 2005, by and among the
Unaffiliated Seller,
the Depositor and First NLC, and each other Assignment and
Recognition Agreement
by and among the Unaffiliated Seller, the Depositor and First NLC
in connection
with any Subsequent Transfer of First Bank Mortgage Loans.
First NLC Mortgage Loan: A Mortgage Loan which was acquired from
First
NLC by the Unaffiliated Seller pursuant to the First NLC Purchase
Agreement, and
which has been acquired by the Trust Fund.
First NLC Purchase Agreement: The Mortgage Loan Purchase and
Warranties Agreement, dated as of June 1, 2005, as amended to date,
by and
between the Unaffiliated Seller and First NLC.
Fitch: Fitch, Inc., and its successors in interest. If Fitch is
designated as a Rating Agency in the Preliminary Statement, for
purposes of
Section 10.05(b) the address for notices to Fitch shall be Fitch,
Inc., One
State Street Plaza, New York, New York 10004, Attention:
Residential Mortgage
Surveillance Group - IXIS Real Estate Capital Trust 2005-HE4, or
such other
address as Fitch may hereafter furnish to the Depositor, the
Trustee and the
Servicer.
Fixed Rate Mortgage Loan: A Mortgage Loan bearing interest at a
fixed
rate.
FlexPoint: FlexPoint Funding Corp., a California corporation.
FlexPoint Assignment Agreement: The Assignment and Recognition
Agreement, dated as of November 23, 2005, by and among the
Unaffiliated Seller,
the Depositor and FlexPoint, and each other Assignment and
Recognition Agreement
by and among the Unaffiliated Seller, the Depositor and FlexPoint
in connection
with any Subsequent Transfer of FlexPoint Mortgage Loans.
FlexPoint Mortgage Loan: A Mortgage Loan which was acquired from
FlexPoint by the Unaffiliated Seller pursuant to the FlexPoint
Purchase
Agreement, and which has been acquired by the Trust Fund.
41
FlexPoint Purchase Agreement: The Mortgage Loan Purchase and
Warranties Agreement, dated as of June 1, 2005, as amended to date,
by and
between the Unaffiliated Seller and FlexPoint.
Floor Amount: An amount equal to the product of (x) 0.50% and (y)
the
Maximum Pool Principal Balance.
Fremont: Fremont Investment & Loan, Inc., a California State
chartered
industrial bank.
Fremont Assignment Agreement: The Assignment and Recognition
Agreement, dated as of November 23, 2005, by and among the
Unaffiliated Seller,
the Depositor and Fremont, and each other Assignment and
Recognition Agreement
by and among the Unaffiliated Seller, the Depositor and Fremont in
connection
with any Subsequent Transfer of Fremont Mortgage Loans.
Fremont Mortgage Loan: A Mortgage Loan which was acquired from
Fremont
by the Unaffiliated Seller pursuant to the Fremont Purchase
Agreement, and which
has been acquired by the Trust Fund.
Fremont Purchase Agreement: The Mortgage Loan Purchase and
Warranties
Agreement, dated as of November 22, 2004, as amended to date, by
and between the
Unaffiliated Seller and Fremont.
Gross Margin: With respect to each Adjustable Rate Mortgage Loan,
the
fixed percentage amount set forth in the related Mortgage Note to
be added to
the applicable Index to determine the Mortgage Rate.
High Cost Loan: A Mortgage Loan classified as (a) a "high cost"
loan
under the Home Ownership and Equity Protection Act of 1994, (b) a
"high cost
home," "threshold," "covered," (excluding New Jersey "Covered Home
Loans" as
that term is defined in clause (1) of the definition of that term
in the New
Jersey Home Ownership Security Act of 2002), "high risk home,"
"predatory" or
similar loan under any other applicable state, federal or local law
(or a
similarly classified loan using different terminology under a law
imposing
heightened regulatory scrutiny or additional legal liability for
residential
mortgage loans having high interest rates, points and/or fees) or
(c) a Mortgage
Loan categorized as High Cost pursuant to Appendix E of Standard
& Poor's
Glossary.
Home Loan: A Mortgage Loan categorized as Home Loan pursuant to
Appendix E of Standard & Poor's Glossary.
Homeowners: Homeowners Loan Corp., a Delaware corporation, and its
successors in interest.
Homeowners Assignment Agreement: The Assignment and Recognition
Agreement, dated as of November 23, 2005, by and among the
Unaffiliated Seller,
the Depositor and Homeowners, and each other Assignment and
Recognition
Agreement by and among the
42
Unaffiliated Seller, the Depositor and Homeowners in connection
with any
Subsequent Transfer of Homeowners Mortgage Loans.
Homeowners Mortgage Loan: A Mortgage Loan which was acquired from
Homeowners by the Unaffiliated Seller pursuant to the Homeowners
Purchase
Agreement, and which has been acquired by the Trust Fund.
Homeowners Purchase Agreement: The Mortgage Loan Purchase and
Warranties Agreement, dated as of February 1, 2004, as amended to
date, by and
between the Unaffiliated Seller and Homeowners.
Impac: Impac Funding Corporation, a California corporation, and its
successors in interest.
Impac Assignment Agreement: The Assignment and Recognition
Agreement,
dated as of November 23, 2005, by and among the Unaffiliated
Seller, the
Depositor and Impac, and each other Assignment and Recognition
Agreement by and
among the Unaffiliated Seller, the Depositor and Impac in
connection with any
Subsequent Transfer of Impac Mortgage Loans.
Impac Mortgage Loan: A Mortgage Loan which was acquired from Impac
by
the Unaffiliated Seller pursuant to the Impac Purchase Agreement,
and which has
been acquired by the Trust Fund.
Impac Purchase Agreement: The Amended and Restated Mortgage Loan
Purchase and Warranties Agreement, dated as of January 29, 2003, as
amended to
date, by and between the Unaffiliated Seller and Impac.
Index: As to each Adjustable Rate Mortgage Loan, the index from
time
to time in effect for the adjustment of the Mortgage Rate set forth
as such on
the related Mortgage Note.
Initial Cut-off Date: November 1, 2005.
Initial Mortgage Loans: The Mortgage Loans delivered by the
Depositor
on the Startup Date.
Initial Pre-Funded Amount: $147,488,871.
Insurance Policy: With respect to any Mortgage Loan included in the
Trust Fund, any insurance policy, including all riders and
endorsements thereto
in effect, including any replacement policy or policies for any
Insurance
Policies.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of
insurance policies insuring the Mortgage Loan or the related
Mortgaged Property.
Interest Accrual Period: With respect to any Distribution Date, the
period beginning with the preceding Distribution Date (or in the
case of the
first Distribution Date, the period from and including the Closing
Date to but
excluding such first Distribution Date) and
43
ending on the day immediately preceding the current Distribution
Date (on an
actual/360 day count basis).
Interest Rate Swap Agreement: The Interest Rate Swap Agreement
dated
as of November 23, 2005, between the Supplemental Interest Trust
and IXIS
Financial Products Inc.
Interest Remittance Amount: With respect to any Distribution Date,
the
sum of (a) the sum, without duplication, of the following amounts
received by
the Trustee from the Servicer on the related Remittance Date:
(i) all installments of interest due on the Mortgage Loans during
the
related Prepayment Period and received or advanced by the Servicer
on or prior
to the related Remittance Date;
(ii) Compensating Interest paid by the Servicer on such Remittance
Date;
(iii) the interest component of all Substitution Adjustment Amounts
and Repurchase Prices received by the Servicer during the related
Prepayment
Period;
(iv) the interest component of all Condemnation Proceeds, Insurance
Proceeds and Liquidation Proceeds received by the Servicer during
the related
Prepayment Period (in each case, net (but not to be reduced below
zero) of
unreimbursed expenses incurred in connection with a liquidation or
foreclosure
and unreimbursed Advances, if any); and
(v) the interest component of the proceeds of any termination of
the
Trust Fund;
reduced by the Servicing Fee for the related Prepayment Period and
the
Trustee Fee for the related Distribution Date, together with
amounts in
reimbursement for Advances previously made with respect to the
Mortgage Loans
and other amounts as to which the Servicer is entitled to be
reimbursed pursuant
to the Agreement; and
(b) the Capitalized Interest Requirement, if any, deposited into
the
Distribution Account on such Distribution Date.
Investment Account: As defined in Section 3.12(a).
Investor: With respect to each MERS Designated Mortgage Loan, the
Person named on the MERS System as the investor pursuant to the
MERS Procedures
Manual.
Investor-Based Exemption: Prohibited Transaction Class Exemption
84-14, Prohibited Transaction Class Exemption 90-1, Prohibited
Transaction Class
Exemption 91-38, PTCE 95-60, Prohibited Transaction Class Exemption
96-23, as
each may be amended from time to time, or any similar prohibited
transaction
class exemption granted by the U.S. Department of Labor or, with
respect to any
governmental plan (as defined in Section 3(32) of ERISA), granted
pursuant to
any federal, state or local law materially similar to Title I of
ERISA or
Section 4975 of the Code.
44
Late Collections: With respect to any Mortgage Loan and any Due
Period, all amounts received subsequent to the Determination Date
immediately
following such Due Period, whether as late payments of Scheduled
Payments or as
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or
otherwise,
which represent late payments or collections of principal and/or
interest due
(without regard to any acceleration of payments under the related
Mortgage and
Mortgage Note) but delinquent for such Due Period and not
previously recovered.
Lenders Direct: Lenders Direct Capital Corporation, a California
corporation, and its successors in interest.
Lenders Direct Assignment Agreement: The Assignment and Recognition
Agreement, dated as of November 23, 2005, by and among the
Unaffiliated Seller,
the Depositor and Lenders Direct, and each other Assignment and
Recognition
Agreement by and among the Unaffiliated Seller, the Depositor and
Lenders Direct
in connection with any Subsequent Transfer of Lenders Mortgage
Loans.
Lenders Direct Mortgage Loan: A Mortgage Loan which was acquired
from
Lenders Direct by the Unaffiliated Seller pursuant to the Lenders
Direct
Purchase Agreement, and which has been acquired by the Trust Fund.
Lenders Direct Purchase Agreement: The Amended and Restated
Mortgage
Loan Purchase and Warranties Agreement, dated as of October 1,
2003, as amended
to date, by and between the Unaffiliated Seller and Lenders Direct.
LIBOR: With respect to any Interest Accrual Period for the LIBOR
Certificates, the rate determined by the Trustee on the related
LIBOR
Determination Date on the basis of the offered rate for one-month
U.S. dollar
deposits as such rate appears on Telerate Page 3750 as of 11:00
a.m. (London
time) on such date; provided that if such rate does not appear on
Telerate Page
3750, the rate for such date will be determined on the basis of the
rates at
which one-month U.S. dollar deposits are offered by the Reference
Banks at
approximately 11:00 a.m. (London time) on such date to prime banks
in the London
interbank market. In such event, the Trustee shall be required to
request the
principal London office of each of the Reference Banks to provide a
quotation of
its rate. If at least two such quotations are provided, the rate
for that date
will be the arithmetic mean of the quotations (rounded upwards if
necessary to
the nearest whole multiple of 1/16%). If fewer than two quotations
are provided
as requested, the rate for that date will be the arithmetic mean of
the rates
quoted by major banks in New York City, selected by the Trustee,
after
consultation with the Depositor, at approximately 11:00 a.m. (New
York City
time) on such date for one-month U.S. dollar loans to leading
European banks.
LIBOR Certificates: As specified in the Preliminary Statement.
LIBOR Determination Date: With respect to any Interest Accrual
Period
(other than the initial Interest Accrual Period) for the LIBOR
Certificates, the
second London Business Day preceding the commencement of such
Interest Accrual
Period.
Lime Financial: Lime Financial Services, Ltd., an Oregon
corporation,
and its successors in interest.
45
Lime Financial Assignment Agreement: The Assignment and Recognition
Agreement, dated as of November 23, 2005, by and among the
Unaffiliated Seller,
the Depositor and Lime Financial, and each other Assignment and
Recognition
Agreement by and among the Unaffiliated Seller, the Depositor and
Lime Financial
in connection with any Subsequent Transfer of Lime Financial
Mortgage Loans.
Lime Financial Mortgage Loan: A Mortgage Loan which was acquired
from
Lime Financial by the Unaffiliated Seller pursuant to the Lime
Financial
Purchase Agreement, and which has been acquired by the Trust Fund.
Lime Financial Purchase Agreement: The Mortgage Loan Purchase and
Warranties Agreement, dated as of May 1, 2005, as amended to date,
by and
between the Unaffiliated Seller and Lime Financial.
Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) which was
liquidated in the
calendar month preceding the month of such Distribution Date and as
to which the
Servicer has certified to the Trustee that it has received all
amounts it
expects to receive in connection with the liquidation of such
Mortgage Loan
including the final disposition of an REO Property.
Liquidation Event: With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a
Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such
Mortgage Loan is
removed from coverage under this Agreement by reason of its being
purchased,
sold or replaced pursuant to or as contemplated by this Agreement.
With respect
to any REO Property, either of the following events: (i) a Final
Recovery
Determination is made as to such REO Property; or (ii) such REO
Property is
removed from coverage under this Agreement by reason of its being
purchased
pursuant to this Agreement.
Liquidation Proceeds: Cash received in connection with the
liquidation
of a Liquidated Mortgage Loan, whether through a trustee's sale,
foreclosure
sale or otherwise, including any Subsequent Recoveries.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the
ratio (expressed as a percentage) of the original outstanding
principal amount
of the Mortgage Loan as of the Cut-off Date (unless otherwise
indicated), to the
lesser of (a) the Appraised Value of the Mortgaged Property at
origination, and
(b) if the Mortgage Loan was made to finance the acquisition of the
related
Mortgaged Property, the purchase price of the Mortgaged Property.
London Business Day: Any day on which dealings in deposits of
United
States dollars are transacted in the London interbank market.
Master Financial: Master Financial, Inc., a California corporation,
and its successors in interest.
Master Financial Assignment Agreement: The Assignment and
Recognition
Agreement, dated as of November 23, 2005, by and among the
Unaffiliated Seller,
the Depositor and Master Financial, and each other Assignment and
Recognition
Agreement by and among the
46
Unaffiliated Seller, the Depositor and Master Financial in
connection with any
Subsequent Transfer of Master Financial Mortgage Loans.
Master Financial Mortgage Loan: A Mortgage Loan which was acquired
from Master Financial by the Unaffiliated Seller pursuant to the
Master
Financial Purchase Agreement, and which has been acquired by the
Trust Fund.
Master Financial Purchase Agreement: The Mortgage Loan Purchase and
Warranties Agreement, dated as of June 1, 2003, as amended to date,
by and
between the Unaffiliated Seller and Master Financial.
Maximum Mortgage Rate: With respect to each Adjustable Rate
Mortgage
Loan, a rate that (i) is set forth on the Data Tape Information and
in the
related Mortgage Note and (ii) is the maximum interest rate to
which the
Mortgage Rate on such Adjustable Rate Mortgage Loan may be
increased during the
lifetime of such Adjustable Rate Mortgage Loan.
Maximum Pool Principal Balance: The aggregate Stated Principal
Balances of all Initial Mortgage Loans as of the Initial Cut-off
Date plus the
Initial Pre-Funded Amount.
MERS: Mortgage Electronic Registration System, Inc.
MERS Designated Mortgage Loan: Mortgage Loans for which (a) the
Originators have designated or will designate MERS as, and have
taken or will
take such action as is necessary to cause MERS to be, the mortgagee
of record,
as nominee for the Originators, in accordance with the MERS
Procedure Manual and
(b) the Originators have designated or will designate the Trustee
as the
Investor on the MERS(R) System.
MERS Procedures Manual: The MERS Procedures Manual, as it may be
amended, supplemented or otherwise modified from time to time.
MERS(R) System: MERS mortgage electronic registry system, as more
particularly described in the MERS Procedures Manual.
Minimum Mortgage Rate: With respect to each Adjustable Rate
Mortgage
Loan, a rate that (i) is set forth on the Data Tape Information and
in the
related Mortgage Note and (ii) is the minimum interest rate to
which the
Mortgage Rate on such Adjustable Rate Mortgage Loan may be
decreased during the
lifetime of such Adjustable Rate Mortgage Loan.
Monthly Statement: The statement delivered to the
Certificateholders
pursuant to Section 4.03.
Moody's: Moody's Investors Service, Inc, and its successors in
interest. If Moody's is designated as a Rating Agency in the
Preliminary
Statement, for purposes of Section 10.05(b) the address for notices
to Moody's
shall be Moody's Investors Service, Inc., 99 Church Street, New
York, New York
10007, Attention: Residential Mortgage Pass-Through Group, or such
other address
as Moody's may hereafter furnish to the Depositor, the Trustee, and
the
Servicer.
47
Mortgage: The mortgage, deed of trust or other instrument
identified
on the Mortgage Loan Schedule as securing a Mortgage Note.
Mortgage File: The items pertaining to a particular Mortgage Loan
contained in either the Servicing File or Custodial File.
Mortgage Loan: An individual Mortgage Loan which is the subject of
this Agreement, each Mortgage Loan originally sold and subject to
this Agreement
being identified on the Mortgage Loan Schedule, which Mortgage Loan
includes,
without limitation, the Mortgage File, the Scheduled Payments,
Principal
Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds,
REO Disposition proceeds, Prepayment Charges, and all other rights,
benefits,
proceeds and obligations arising from or in connection with such
Mortgage Loan,
excluding replaced or repurchased Mortgage Loans. As applicable,
"Mortgage Loan"
shall be deemed to refer to REO Property.
Mortgage Loan Purchase Agreement: The Accredited Purchase
Agreement,
the Allstate Purchase Agreement, the Chapel Mortgage Purchase
Agreement, the
Encore Purchase Agreement, the First Bank Purchase Agreement, the
First Horizon
Purchase Agreement, the First NLC Purchase Agreement, the FlexPoint
Purchase
Agreement, the Fremont Purchase Agreement, the Homeowners Purchase
Agreement,
the Impac Purchase Agreement, the Lenders Direct Purchase
Agreement, the Lime
Financial Purchase Agreement, the Master Financial Purchase
Agreement, the NC
Capital Purchase Agreement, the Novelle Purchase Agreement, the
Platinum
Purchase Agreement, the ResMae Purchase Agreement, the Rose
Mortgage Purchase
Agreement or the Town & Country Purchase Agreement as
applicable.
Mortgage Loan Schedule: A schedule of Mortgage Loans annexed hereto
as
Schedule I, such schedule setting forth the following information
with respect
to each Mortgage Loan: (1) the Originator's Mortgage Loan number;
(2) the city,
state and zip code of the Mortgaged Property; (3) a code indicating
whether the
Mortgaged Property is a single family residence, two-family
residence,
three-family residence, four-family residence, PUD or condominium;
(4) the
current Mortgage Rate; (5) the current net Mortgage Rate; (6) the
current
Scheduled Payment; (7) with respect to each Adjustable Rate
Mortgage Loan, the
Gross Margin; (8) the original term to maturity; (9) the scheduled
maturity
date; (10) the principal balance of the Mortgage Loan as of the
Cut-off Date
after deduction of payments of principal due on or before the
Cut-off Date
whether or not collected; (11) the Loan-to-Value Ratio; (12) the
next Interest
Rate Adjustment Date; (13) with respect to each Adjustable Rate
Mortgage Loan,
the lifetime mortgage interest rate cap; (14) whether the Mortgage
Loan is
convertible or not; (15) a code indicating the mortgage guaranty
insurance
company; (16) the Servicing Fee; (17) the identity of the related
Originator of
such Mortgage Loan; (18) the Mortgagor's name; (19) the
"paid-through" date
(based on payments received from the related Mortgagor) as of the
Cut-off Date;
(20) the Servicing Transfer Date; (21) a Code indicating whether
the Mortgage
Loan has been 30 days Delinquent since the applicable Servicing
Transfer Date;
and (22) whether such Mortgage Loan provides for a Prepayment
Charge as well as
the term and amount of such Prepayment Charge, if any.
Mortgage Note: The note or other evidence of the indebtedness of a
Mortgagor under a Mortgage Loan.
48
Mortgage Rate: The annual rate of interest borne on a Mortgage
Note,
which shall be adjusted from time to time with respect to
Adjustable Rate
Mortgage Loans.
Mortgage Rate Caps: With respect to an Adjustable Rate Mortgage
Loan,
the Periodic Mortgage Rate Cap, the Maximum Mortgage Rate, and the
Minimum
Mortgage Rate for such Mortgage Loan.
Mortgaged Property: With respect to each Mortgage Loan, the real
property (or leasehold estate, if applicable) identified on the
Mortgage Loan
Schedule as securing repayment of the debt evidenced by the related
Mortgage
Note.
Mortgagor: The obligor(s) on a Mortgage Note.
NC Capital: NC Capital Corporation, a California corporation.
NC Capital Assignment Agreement: The Assignment and Recognition
Agreement, dated as of November 23, 2005, by and among the
Unaffiliated Seller,
the Depositor and NC Capital, and each other Assignment and
Recognition
Agreement by and among the Unaffiliated Seller, the Depositor and
NC Capital in
connection with any Subsequent Transfer of NC Capital Mortgage
Loans.
NC Capital Mortgage Loan: A Mortgage Loan which was acquired from
NC
Capital by the Unaffiliated Seller pursuant to the NC Capital
Purchase
Agreement, and which has been acquired by the Trust Fund.
NC Capital Purchase Agreement: The Mortgage Loan Purchase and
Warranties Agreement, dated as of February 1, 2005, as amended to
date, by and
between the Unaffiliated Seller and NC Capital.
Net Monthly Excess Cash Flow: For any Distribution Date the amount
remaining for distribution pursuant to subsection 4.02(a)(iii)
(before giving
effect to distributions pursuant to such subsection).
Net Prepayment Interest Shortfall: For any Distribution Date, the
amount by which the sum of the Prepayment Interest Shortfalls for
such
Distribution Date exceeds the sum of (i) the Compensating Interest
payments made
with respect to such Distribution Date and (ii) all Prepayment
Interest Excesses
for such Distribution Date.
Net Swap Payment: For any Distribution Date, each payment required
to
be made to the Swap Provider pursuant to the Interest Rate Swap
Agreement.
Net Swap Receipt: For any Distribution Date, the net payment that
the
Swap Provider will owe the Supplemental Interest Trust pursuant to
the Interest
Rate Swap Agreement.
NIM Issuer: Any entity established as the issuer of a series of NIM
Securities.
49
NIM Indenture: The Indenture, dated as of November 23, 2005,
between
IXIS Real Estate Capital Inc. NIM 2005-HE4N, as issuer, IXIS Real
Estate Capital
Inc. NIM Trust 2005-HE4N, as co-issuer, and Deutsche Bank National
Trust
Company, as indenture trustee.
NIM Securities: Any debt securities secured or otherwise backed by
some or all of the Class X and Class P Certificates that are rated
by Standard &
Poor's.
NIM Trustee: The trustee for any series of NIM Securities.
Non-Delay Certificates: As specified in the Preliminary Statement.
Non-Permitted Transferee: A Person other than a Permitted
Transferee.
Nonrecoverable P&I Advance: Any P&I Advance previously made
or
proposed to be made in respect of a Mortgage Loan or REO Property
that, in the
good faith business judgment of the Servicer, will not or, in the
case of a
proposed P&I Advance, would not be ultimately recoverable from
related late
payments, Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds or
otherwise on such Mortgage Loan or REO Property as provided herein.
Nonrecoverable Servicing Advance: Any Servicing Advances previously
made or proposed to be made in respect of a Mortgage Loan or REO
Property,
which, in the good faith business judgment of the Servicer, will
not or, in the
case of a proposed Servicing Advance, would not, be ultimately
recoverable from
related late payments, Insurance Proceeds, Condemnation Proceeds,
Liquidation
Proceeds or otherwise on such Mortgage Loan or REO Property. The
determination
by the Servicer that it has made a Nonrecoverable Servicing Advance
or that any
proposed Servicing Advances, if made, would constitute a
Nonrecoverable
Servicing Advance, shall be evidenced by an Officers' Certificate
delivered to
the Trustee.
Notice of Final Distribution: The notice to be provided pursuant to
Section 9.02 to the effect that final distribution on any of the
Certificates
shall be made only upon presentation and surrender thereof.
Novelle: Novelle Financial Services, Inc., a California
corporation,
and its successors in interest.
Novelle Assignment Agreement: The Assignment and Recognition
Agreement, dated as of November 23, 2005, by and among the
Unaffiliated Seller,
the Depositor and Novelle, and each other Assignment and
Recognition Agreement
by and among the Unaffiliated Seller, the Depositor and Novelle in
connection
with any Subsequent Transfer of Novelle Mortgage Loans.
Novelle Mortgage Loan: A Mortgage Loan which was acquired from
Novelle
by the Unaffiliated Seller pursuant to the Novelle Purchase
Agreement, and which
has been acquired by the Trust Fund.
Novelle Purchase Agreement: The Mortgage Loan Purchase and
Warranties
Agreement, dated as of September 27, 2002, as amended to date, by
and between
the Unaffiliated Seller and Novelle.
50
Offered Certificates: As specified in the Preliminary Statement.
Officer's Certificate: A certificate signed by an officer of the
Servicer with responsibility for the servicing of the Mortgage
Loans and listed
on a list delivered to the Trustee pursuant to this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be
in-house
counsel for the Servicer or the Subservicer, reasonably acceptable
to the
Trustee; provided that any Opinion of Counsel relating to (a)
qualification of
the Mortgage Loans in a REMIC or (b) compliance with the REMIC
Provisions, must
be (unless otherwise stated in such Opinion of Counsel) an opinion
of counsel
who (i) is in fact independent of the Servicer of the Mortgage
Loans, (ii) does
not have any material direct or indirect financial interest in the
Servicer of
the Mortgage Loans or in an affiliate of either and (iii) is not
connected with
the Servicer of the Mortgage Loans as an officer, employee,
director or person
performing similar functions.
Optional Termination Date: means:
(i) For so long as the Class X Certificates are 100% owned, either
directly or indirectly, by the Unaffiliated Seller or any Affiliate
thereof,
then the Servicer may cause the Optional Termination Date to occur
on any
Distribution Date when the aggregate Stated Principal Balance of
the Mortgage
Loans is 10.00% or less of the Maximum Pool Principal Balance; and
(ii) If the Class X Certificates are not 100% owned, either
directly
or indirectly, by the Unaffiliated Seller or any Affiliate thereof,
then the
Holders of a majority in Class Certificate Balance of the Class X
Certificates
may cause the Optional Termination Date to occur on any
Distribution Date when
the aggregate Stated Principal Balance of the Mortgage Loans is
10.00% or less
of the Maximum Pool Principal Balance, and, if such Class X
Certificateholders
do not do so, then the Servicer shall also have such right;
provided, however,
that the Unaffiliated Seller or any of its affiliates, may only
participate in
the exercise of the clean-up call by the majority owners of the
Class X
Certificates if the Unaffiliated Seller or any of its affiliates,
is not the
majority owner of the Class X Certificates, either directly or
indirectly.
Originator: The party that originated or acquired a Mortgage Loan
and,
more specifically, (i) with respect to any Accredited Mortgage
Loan, Accredited,
(ii) with respect to any Allstate Mortgage Loan, Allstate, (iii)
with respect to
any Chapel Mortgage Loan, Chapel Mortgage, (iv) with respect to any
Encore
Mortgage Loan, Encore, (v) with respect to any First Bank Mortgage
Loan, First
Bank, (vi) with respect to any First Horizon Mortgage Loan, First
Horizon, (vii)
with respect to any First NLC Mortgage Loan, First NLC, (viii) with
respect to
any FlexPoint Mortgage Loan, FlexPoint, (ix) with respect to any
Fremont
Mortgage Loan, Fremont, (x) with respect to any Homeowners Mortgage
Loan,
Homeowners, (xi) with respect to any Impac Mortgage Loan or Novelle
Mortgage
Loan, Impac or Novelle, as applicable, (xii) with respect to any
Lenders Direct
Mortgage Loan, Lenders Direct, (xiii) with respect to any Lime
Financial
Mortgage Loan, Lime Financial, (xiv) with respect to any Master
Financial
Mortgage Loan, Master Financial, (xv) with respect to any NC
Capital Mortgage
Loan, NC Capital, (xvi) with respect to any Platinum Mortgage Loan,
Platinum,
(xvii) with respect to any
51
ResMae Mortgage Loan, ResMae, (xviii) with respect to any Rose
Mortgage Loan,
Rose Mortgage, and (xix) with respect to any Town & Country
Mortgage Loan, Town
& Country.
OTS: Office of Thrift Supervision, and any successor thereto.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except:
(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 which was not the
subject of a
Principal Prepayment in Full prior to such Due Date and which did
not become a
Liquidated Mortgage Loan prior to such Due Date.
Ownership Interest: As to any Residual Certificate, any ownership
interest in such Certificate including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal
or beneficial.
P&I Advance: As to any Mortgage Loan or REO Property, any
advance made
by the Servicer in respect of any Remittance Date with respect to
any Mortgage
Loan representing the aggregate of all payments of principal and/or
interest on
such Mortgage Loan, net of the related Servicing Fee, that were due
during the
related Due Period on the Mortgage Loan, and that were delinquent
or unpaid on
the related Determination Date, plus certain amounts representing
assumed
payments not covered by any current net income on the Mortgaged
Properties
acquired by foreclosure or deed in lieu of foreclosure as
determined pursuant to
Section 4.01.
Pass-Through Margin: With respect to each Class of Regular
Certificates, on or prior to the Optional Termination Date the
following
percentages: Class A-1, 0.1100%; Class A-2, 0.2400%; Class A-3,
0.3400%; Class
M-1, 0.4200%; Class M-2, 0.4400%; Class M-3, 0.4500%; Class M-4,
0.5900%; Class
M-5, 0.6300%; Class M-6, 0.6800%; Class B-1, 1.1200%; Class B-2,
1.4000%; Class
B-3, 1.9500%; and Class B-4, 3.5000%. On the first Distribution
Date after the
Optional Termination Date, the Pass-Through Margins shall increase
to the
following percentages: Class A-1, 0.2200%; Class A-2, 0.4800%;
Class A-3,
0.6800%; Class M-1, 0.6300%; Class M-2, 0.6600%; Class M-3,
0.6750%; Class M-4,
0.8850%; Class M-5, 0.9450%; Class M-6, 1.0200%; Class B-1,
1.6800%; Class B-2,
2.1000%; Class B-3, 2.9250%; and Class B-4, 5.2500%.
Pass-Through Rate: The "Pass-Through Rate" for each class of LIBOR
Certificates will be a per annum rate equal to the lesser of (1)
One-Month LIBOR
plus the related Pass-Through Margin for those classes and that
Distribution
Date and (2) the WAC Cap.
52
Percentage Interest: As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made on the
related Class,
such percentage interest being set forth on the face thereof or
equal to the
percentage obtained by dividing the Denomination of such
Certificate by the
aggregate of the Denominations of all Certificates of the same
Class.
Periodic Mortgage Rate Cap: With respect to an Adjustable Rate
Mortgage Loan, the periodic limit on each Mortgage Rate adjustment
as set forth
in the related Mortgage Note.
Permitted Investments: Any one or more of the following obligations
or
securities acquired at a purchase price of not greater than par,
regardless of
whether issued by the Servicer, the Trustee or any of their
respective
Affiliates:
(i) direct obligations of, or obligations fully guaranteed as to
timely payment of principal and interest by, the United States or
any
agency or instrumentality thereof; provided such obligations are
backed by
the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of, or
bankers' acceptances (which shall each have an original maturity of
not
more than 90 days and, in the case of bankers' acceptances, shall
in no
event have an original maturity of more than 365 days or a
remaining
maturity of more than 30 days) denominated in United States dollars
and
issued by, any Eligible Institution;
(iii) repurchase obligations with respect to any security described
in
clause (i) above entered into with an Eligible Institution (acting
as
principal);
(iv) securities bearing interest or sold at a discount that are
issued
by any corporation incorporated under the laws of the United States
of
America or any state thereof and that are rated by each Rating
Agency that
rates such securities in its highest long-term unsecured rating
categories
at the time of such investment or contractual commitment providing
for such
investment;
(v) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations payable on demand or
on a
specified date not more than 30 days after the date of acquisition
thereof)
that is rated by each Rating Agency that rates such securities in
its
highest short-term unsecured debt rating available at the time of
such
investment;
(vi) any demand, money market fund, common trust fund or time
deposit
or obligation, or interest-bearing or other security or investment,
(A)
rated in the highest rating category by each Rating Agency (if
rated by
such Rating Agency) or (B) that would not adversely affect the then
current
rating by either Rating Agency of any of the Certificates; and
(vii) if previously confirmed in writing to the Trustee, any other
demand, money market or time deposit, or any other obligation,
security or
investment, as may be acceptable to the Rating Agencies as a
permitted
investment of funds backing "Aaa" or "AAA" rated securities;
53
provided, however, that no instrument described hereunder shall
evidence either
the right to receive (a) only interest with respect to the
obligations
underlying such instrument or (b) both principal and interest
payments derived
from obligations underlying such instrument and the interest and
principal
payments with respect to such instrument provide a yield to
maturity at par
greater than 120% of the yield to maturity at par of the underlying
obligations.
Permitted Transferee: Any Person other than (i) the United States,
any
State or political subdivision thereof, or any agency or
instrumentality of any
of the foregoing, (ii) a foreign government, international
organization or any
agency or instrumentality of either of the foregoing, (iii) an
organization
(except certain farmers' cooperatives described in section 521 of
the Code)
which is exempt from tax imposed by Chapter 1 of the Code
(including the tax
imposed by section 511 of the Code on unrelated business taxable
income) on any
excess inclusions (as defined in section 860E(c)(1) of the Code)
with respect to
any Residual Certificate, (iv) rural electric and telephone
cooperatives
described in section 1381(a)(2)(C) of the Code, (v) a Person that
is not a U.S.
Person, (vi) an "electing large partnership" within the meaning of
section 775
of the Code and (vii) any other Person so designated by the
Depositor based upon
an Opinion of Counsel that the Transfer of an Ownership Interest in
a Residual
Certificate to such Person may cause any REMIC created hereunder to
fail to
qualify as a REMIC at any time that the Certificates are
outstanding. The terms
"United States," "State" and "international organization" shall
have the
meanings set forth in section 7701 of the Code or successor
provisions. A
corporation will not be treated as an instrumentality of the United
States or of
any State or political subdivision thereof for these purposes if
all of its
activities are subject to tax and, with the exception of the
Federal Home Loan
Mortgage Corporation, a majority of its board of directors is not
selected by
such government unit.
Person: Any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government, or any agency or
political
subdivision thereof.
Physical Certificates: As specified in the Preliminary Statement.
Plan: As defined in Section 5.02(b).
Platinum: Platinum Capital Group, a California corporation.
Platinum Assignment Agreement: The Assignment and Recognition
Agreement, dated as of November 23, 2005, by and among the
Unaffiliated Seller,
the Depositor and Platinum, and each other Assignment and
Recognition Agreement
by and among the Unaffiliated Seller, the Depositor and Platinum in
connection
with any Subsequent Transfer of Platinum Mortgage Loans.
Platinum Mortgage Loan: A Mortgage Loan which was acquired from
Platinum by the Unaffiliated Seller pursuant to the Platinum
Purchase Agreement,
and which has been acquired by the Trust Fund.
Platinum Purchase Agreement: The Mortgage Loan Purchase and
Warranties
Agreement, dated as of December 14, 2004, as amended to date, by
and between the
Unaffiliated Seller and Platinum.
54
Pool Stated Principal Balance: As to any Distribution Date, the
aggregate of the Stated Principal Balances of the Mortgage Loans
for such
Distribution Date which were Outstanding Mortgage Loans as of the
last day of
the related Due Period.
Pre-Funding Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.07(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 IXIS
Real Estate
Capital Trust 2005-HE4, Mortgage Pass-Through Certificates, Series
2005-HE4,"
the funds of which, during the Pre-Funding Period, shall be applied
solely to
the purchase of Subsequent Mortgage Loans.
Pre-Funding Amount: With respect to any date, the amount on deposit
in
the Pre-Funding Account.
Pre-Funding Earnings: The actual investment earnings realized on
amounts deposited in the Pre-Funding Account.
Pre-Funding Period: The period commencing on the Startup Date and
ending on the earliest to occur of (i) the date on which the amount
on deposit
in the Pre-Funding Account (exclusive of any investment earnings)
is less than
$100,000, (ii) the date on which any Event of Default occurs and
(iii) February
22, 2006.
Pre-Funding Reserve Account: The separate Eligible Account created
and
maintained by the Trustee pursuant to Section 3.07(j) in the name
of the Trustee
for the benefit of the Class X Certificateholders and designated
"Deutsche Bank
National Trust Company, in trust for holders of IXIS Real Estate
Capital Trust
2005-HE4, Mortgage Pass-Through Certificates, Series 2005-HE4,
Class X".
Prepayment Charge: Any prepayment premium, penalty or charge
collected
by the Servicer with respect to a Mortgage Loan from a Mortgagor in
connection
with any voluntary Principal Prepayment pursuant to the terms of
the related
Mortgage Note.
Prepayment Interest Excess: With respect to any Distribution Date,
any
interest collected by the Servicer with respect to any Mortgage
Loan as to which
a Principal Prepayment in Full occurs from the 1st day of the month
through the
15th day of the month in which such Distribution Date occurs and
that represents
interest that accrues from the 1st day of such month to the date of
such
Principal Prepayment in Full.
Prepayment Interest Shortfall: With respect to any Remittance Date,
the sum of, for each Mortgage Loan that was during the portion of
the Prepayment
Period from and including the 16th day of the month preceding the
month in which
such Distribution Date occurs (or from the day following the
Cut-off Date, in
the case of the first Distribution Date) through the last day of
such month the
subject of a Principal Prepayment in Full, that was applied by the
Servicer to
reduce the outstanding principal balance of such Mortgage Loan on a
date
preceding the Due Date in the succeeding Prepayment Period, an
amount equal to
the product of (a) the Mortgage Rate net of the Servicing Fee Rate
for such
Mortgage Loan, (b) the amount of the Principal Prepayment for such
Mortgage
Loan, (c) 1/360 and (d) the number of days
55
commencing on the date on which such Principal Prepayment was
applied and ending
on the last day of the related Prepayment Period.
Prepayment Period: With respect to any Distribution Date, the
period
from and including the 16th day of the month preceding the month in
which such
Distribution Date occurs (or, in the case of the first Distribution
Date, from
and including the Cut-off Date) to and including the 15th day of
the month in
which such Distribution Date occurs.
Principal Distribution Amount: For any Distribution Date, the sum
of
(i) the Basic Principal Distribution Amount for such Distribution
Date and (ii)
the Extra Principal Distribution Amount for such Distribution Date.
Principal Prepayment: Any full or partial payment or other recovery
of
principal on a Mortgage Loan (including upon liquidation of a
Mortgage Loan)
which is received in advance of its scheduled Due Date, excluding
any Prepayment
Charge thereon and which is not accompanied by an amount of
interest
representing scheduled interest due on any date or dates in any
month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.
Principal Remittance Amount: With respect to any Distribution Date,
the amount equal to the sum of the following amounts (without
duplication) with
respect to the related Due Period, of: (i) each Scheduled Payment
of principal
on a Mortgage Loan during the related Due Period and received by
the Servicer on
or prior to the related Determination Date or advanced by the
Servicer for the
related Remittance Date and all Principal Prepayments received
during the
related Prepayment Period; (ii) the principal component of all
Condemnation
Proceeds, Insurance Proceeds and Liquidation Proceeds during the
related Due
Period (in each case, net of remaining (i.e., not deducted from the
Interest
Remittance Amount) unreimbursed expenses incurred in connection
with a
liquidation or foreclosure and unreimbursed Advances, if any);
(iii) all partial
or full prepayments on the Mortgage Loans received during the
related Prepayment
Period; (iv) the principal component of all Substitution Adjustment
Amounts
allocable to principal and Repurchase Prices received by the
Servicer with
respect to such Distribution Date; and (v) the proceeds of any
termination of
the Trust Fund pursuant to Section 9.01(a) (to the extent such
proceeds relate
to principal); reduced by remaining amounts (i.e., not deducted
from the
Interest Remittance Amount) in reimbursement for Advances
previously made with
respect to the Mortgage Loans and other amounts as to which the
Servicer is
entitled to be reimbursed pursuant to this Agreement.
Private Certificates: As specified in the Preliminary Statement.
Prospectus Supplement: The Prospectus Supplement, dated November
18,
2005, relating to the Offered Certificates.
PTCE 95-60: As defined in Section 5.02(b).
PUD: Planned Unit Development.
56
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 such insurer in connection
with the
insurance policy issued by such 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 a
FNMA- or FHLMC-approved mortgage insurer or having a claims paying
ability
rating of at least "AA" or 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 Standard & Poor's, Fitch and Moody's. If
such
organization or a successor is no longer in existence, "Rating
Agency" shall be
such nationally recognized statistical rating organization, or
other comparable
Person, as is designated by the Depositor, notice of which
designation shall be
given to the Trustee. References herein to a given rating or rating
category of
a Rating Agency shall mean such rating category without giving
effect to any
modifiers. For purposes of Section 10.05(b), the addresses for
notices to each
Rating Agency shall be the address specified therefor in the
definition
corresponding to the name of such Rating Agency, or such other
address as such
Rating Agency may hereafter furnish to the Depositor, the Trustee,
and the
Servicer.
Realized Loss: With respect to each Liquidated Mortgage Loan the
excess (not less than zero or more than the Stated Principal
Balance of the
Mortgage Loan) of the unpaid principal balance of a Liquidated
Mortgage Loan
together with accrued and unpaid interest thereon over the
Liquidation Proceeds,
net of customary out-of-pocket expenses incurred by the Servicer in
connection
with the liquidation of such Liquidated Mortgage Loan and net of
the amount of
any unreimbursed Servicing Advances with respect to such Liquidated
Mortgage
Loan.
Record Date: With respect to any Distribution Date, the close of
business on the Business Day immediately preceding such
Distribution Date;
provided, however, that for any Certificate issued in definitive
form, the
Record Date shall be the close of business on the last Business Day
of the month
immediately preceding the month in which such applicable
Distribution Date
occurs.
Reference Bank: As defined in Section 4.04.
Regular Certificates: As specified in the Preliminary Statement.
Relief Act Shortfall: With respect to any Distribution Date and any
Mortgage Loan, any reduction in the amount of interest or principal
collectible
on such Mortgage Loan for the most recently ended Due Period as a
result of the
application of the Servicemembers Civil Relief Act and similar
state laws.
Remainder Amount: As defined in Section 9.01.
REMIC: A "real estate mortgage investment conduit" within the
meaning
of section 860D of the Code.
57
REMIC Adjusted WAC Cap: The weighted average of the interest rates
on
the REMIC IV Accretion Directed Classes and the Class IV-Accrual
Interest.
REMIC Provisions: Provisions of the federal income tax law relating
to
REMICs, which appear at sections 860A through 860G of Subchapter M
of Chapter 1
of the Code, and related provisions, and regulations promulgated
thereunder, as
the foregoing may be in effect from time to time as well as
provisions of
applicable state laws.
REMIC Trust: The segregated pool of assets consisting of the Trust
Fund, exclusive of Prepayment Charges, the Supplemental Interest
Trust, the
Excess Reserve Fund Account, the Pre-Funding Account, the Swap
Account the
Pre-Funding Reserve Account, the Capitalized Interest Account and
the Interest
Rate Swap Agreement.
REMIC I: As described in the Preliminary Statement.
REMIC I Regular Interest: As described in the Preliminary
Statement.
REMIC II: As described in the Preliminary Statement.
REMIC II Regular Interest: As described in the Preliminary
Statement.
REMIC III: As described in the Preliminary Statement.
REMIC III Net WAC: The weighted average of the interest rates on
the
Class II-C1 through Class II-C54 Interests and the Class II-J1
Interests.
REMIC III Regular Interest: As described in the Preliminary
Statement.
REMIC IV: As described in the Preliminary Statement.
REMIC IV Accretion Directed Class: As described in the Preliminary
Statement.
REMIC IV Net WAC: The weighted average of the interest rates on the
Class III-C1a through Class III-C54a, Class III-C1b through Class
III-C54b
Interests and the Class III-J1 Interests.
REMIC IV Regular Interest: As described in the Preliminary
Statement.
REMIC V: As described in the Preliminary Statement.
REMIC V Regular Interest: As described in the Preliminary
Statement.
Remittance Date: With respect to any Distribution Date, 21st day
(or
if such day is a Saturday, then it shall be the first business day
immediately
preceding that day, or if such day is a Sunday or otherwise not a
Business Day,
then it shall be the immediately following Business Day) of the
month of the
related Distribution Date.
REO Disposition: The final sale by the Servicer of any REO
Property.
58
REO Imputed Interest: As to any REO Property, for any period, an
amount equivalent to interest (at the Mortgage Rate net of the
Servicing Fee
Rate that would have been applicable to the related Mortgage Loan
had it been
outstanding) on the unpaid principal balance of the Mortgage Loan
as of the date
of acquisition thereof (as such balance is reduced pursuant to
Section 3.17 by
any income from the REO Property treated as a recovery of
principal).
REO Property: A Mortgaged Property acquired by the Trust Fund
through
foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted
Mortgage Loan.
Representative: Morgan Stanley & Co. Incorporated, as
representative
on behalf of itself, Bank of America Securities LLC, Countrywide
Securities
Corporation and IXIS Securities LLC.
Repurchase Price: With respect to any Mortgage Loan, an amount
equal
to the sum (without duplication) of (i) the unpaid principal
balance of such
Mortgage Loan as of the date of repurchase and (ii) (x) if such
Mortgage Loan is
being repurchased by the Unaffiliated Seller, the sum of (A)
interest on such
unpaid principal balance of such Mortgage Loan at the Mortgage Rate
from the
last date through which interest has been paid and distributed to
the Trustee to
the last day of the month in which such repurchase occurs, (B) all
unreimbursed
P&I Advances and Servicing Advances, (C) all unpaid Servicing
Fees, (D) all
expenses reasonably incurred by the Servicer, the Trustee, the
Custodian or the
Unaffiliated Seller, as the case may be, in respect of a breach or
defect,
including, without limitation, expenses arising out of any such
party's
enforcement of the Originator's repurchase obligation, to the
extent not
included in (B), and (E) all costs and expenses incurred by, or on
behalf of,
the Trust Fund in connection with any violation by such Mortgage
Loan of a
predatory or abusive-lending law or (y) if such Mortgage Loan is
being
repurchased by the related Originator, all other amounts payable by
such
Originator in accordance with the terms of the related Mortgage
Loan Purchase
Agreement.
Request for Release: The Request for Release submitted by the
Servicer
to the Trustee and Custodian, substantially in the form of Exhibit
K.
Residual Certificates: As specified in the Preliminary Statement.
ResMae: ResMae Mortgage Corporation, a California corporation.
ResMae Assignment Agreement: The Assignment and Recognition
Agreement,
dated as of November 23, 2005, by and among the Unaffiliated
Seller, the
Depositor and ResMae, and each other Assignment and Recognition
Agreement by and
among the Unaffiliated Seller, the Depositor and ResMae in
connection with any
Subsequent Transfer of ResMae Mortgage Loans.
ResMae Mortgage Loan: A Mortgage Loan which was acquired from
ResMae
by the Unaffiliated Seller pursuant to the ResMae Purchase
Agreement, and which
has been acquired by the Trust Fund.
ResMae Purchase Agreement: The Mortgage Loan Purchase and
Warranties
Agreement, dated as of February 1, 2005, as amended to date, by and
between the
Unaffiliated Seller and ResMae.
59
Responsible Officer: When used with respect to the Trustee, any
vice
president, any assistant vice president, any assistant secretary,
any assistant
treasurer or any other officer of the Trustee customarily
performing functions
similar to those performed by any of the above designated officers
who at such
time shall be officers to whom, with respect to a particular
matter, such matter
is referred because of such officer's knowledge of and familiarity
with the
particular subject and who shall have direct responsibility for the
administration of this Agreement.
Rose: Rose Mortgage Corporation, a New Jersey corporation.
Rose Assignment Agreement: The Assignment and Recognition
Agreement,
dated as of November 23, 2005, by and among the Unaffiliated
Seller, the
Depositor and Rose, and each other Assignment and Recognition
Agreement by and
among the Unaffiliated Seller, the Depositor and Rose in connection
with any
Subsequent Transfer of Rose Mortgage Loans.
Rose Mortgage Loan: A Mortgage Loan which was acquired from Rose by
the Unaffiliated Seller pursuant to the Rose Purchase Agreement,
and which has
been acquired by the Trust Fund.
Rose Purchase Agreement: The Mortgage Loan Purchase and Warranties
Agreement, dated as of June 1, 2005, as amended to date, by and
between the
Unaffiliated Seller and Rose.
Rule 144A Letter: As defined in Section 5.02(b).
Saxon: Saxon Mortgage Services, Inc., a Texas corporation.
Scheduled Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such
Mortgage Loan
which, unless otherwise specified herein, shall give effect to any
related Debt
Service Reduction and any Deficient Valuation that affects the
amount of the
scheduled payment due on such Mortgage Loan.
Scheduled Principal Balance: With respect to any Mortgage Loan: (a)
as
of the Cut-off Date, the outstanding principal balance of such
Mortgage Loan as
of such date, net of the principal portion of all unpaid Scheduled
Payments, if
any, due on or before such date; (b) as of any Due Date subsequent
to the
Cut-off Date up to and including the Due Date in the calendar month
in which a
Liquidation Event occurs with respect to such Mortgage Loan, the
Scheduled
Principal Balance of such Mortgage Loan as of the Cut-off Date,
minus the sum of
(i) the principal portion of each Scheduled Payment due on or
before such Due
Date but subsequent to the Cut-off Date, whether or not received,
(ii) all
Principal Prepayments received before such Due Date but after the
Cut-off Date,
(iii) the principal portion of all Liquidation Proceeds and
Insurance Proceeds
received before such Due Date but after the Cut-off Date, net of
any portion
thereof that represents principal due (without regard to any
acceleration of
payments under the related Mortgage and Mortgage Note) on a Due
Date occurring
on or before the date on which such proceeds were received and (iv)
any
reduction in the principal balance of such Mortgage Loan incurred
with respect
thereto as a result of a Deficient Valuation occurring before such
Due Date, but
only to the extent such reduction in principal balance represents a
reduction in
the
60
portion of principal of such Mortgage Loan not yet due (without
regard to any
acceleration of payments under the related Mortgage and Mortgage
Note) as of the
date of such Deficient Valuation; and (c) as of any Due Date
subsequent to the
occurrence of a Liquidation Event with respect to such Mortgage
Loan, zero.
SEC: As defined in Section 8.12(a).
Second Lien Mortgage Loan: A Mortgage Loan secured by a second lien
Mortgage on the related Mortgaged Property.
Securities Act: The Securities Act of 1933, as amended.
Senior Enhancement Percentage: With respect to any Distribution
Date,
the percentage obtained by dividing (x) the sum of (i) the
aggregate Class
Certificate Balance of the Subordinated Certificates and (ii) the
Subordinated
Amount (in each case after taking into account the distribution of
the Principal
Distribution Amount and any principal payments on those classes of
certificates
from the Swap Account for such Distribution Date) by (y) the
Current Maximum
Amount for that Distribution Date.
Senior Specified Enhancement Percentage: As of any date of
determination, 43.60%.
Servicer: Saxon Mortgage Services, Inc., a Texas corporation, and
its
successors and assigns, in its capacity as servicer hereunder.
Servicer Remittance Report: As defined in Section 4.03(d).
Servicing Advances: The reasonable "out-of-pocket" costs and
expenses
(including legal fees) incurred by the Servicer in the performance
of its
servicing obligations in connection with a default, delinquency or
other
unanticipated event, including, but not limited to, the cost of (i)
the
preservation, restoration, inspection and protection of a Mortgaged
Property,
(ii) any enforcement, administrative or judicial proceedings,
including
foreclosures and litigation, in respect of a particular Mortgage
Loan, (iii) the
management (including reasonable fees in connection therewith) and
liquidation
of any REO Property and (iv) the performance of its obligations
under Section
3.01, Section 3.09, Section 3.13 and Section 3.15. Servicing
Advances also
include any reasonable "out-of-pocket" costs and expenses
(including legal fees)
incurred by the Servicer in connection with executing and recording
instruments
of satisfaction, deeds of reconveyance or Assignments of Mortgage
in connection
with any foreclosure in respect of any Mortgage Loan to the extent
not recovered
from the Mortgagor or otherwise payable under this Agreement. The
Servicer shall
not be required to make any Nonrecoverable Servicing Advances.
Servicing Fee: With respect to each Mortgage Loan and for any
calendar
month, an amount equal to one month's interest (or in the event of
any payment
of interest which accompanies a Principal Prepayment in Full made
by the
Mortgagor during such calendar month, interest for the number of
days covered by
such payment of interest) at the Servicing Fee Rate on the
applicable Stated
Principal Balance of such Mortgage Loan at the end of the related
Due Period.
Such fee shall be payable monthly, and shall be pro rated for any
portion of a
month
61
during which the Mortgage Loan is serviced by the Servicer under
this Agreement.
The Servicing Fee is payable solely from, the interest portion
(including
recoveries with respect to interest from Liquidation Proceeds,
Insurance
Proceeds, Condemnation Proceeds and proceeds received with respect
to REO
Properties, to the extent permitted by Section 3.11) of such
Scheduled Payment
collected by the Servicer, or as otherwise provided under Section
3.11.
Servicing Fee Rate: With respect to each Mortgage Loan, 0.50% per
annum.
Servicing File: With respect to each Mortgage Loan, the file
retained
by the Servicer consisting of originals or copies of all documents
in the
Mortgage File which are not delivered to the Custodian in the
Custodial File and
copies of each of the other Mortgage Loan documents required to be
delivered by
the related Originator pursuant to the terms of the related
Mortgage Loan
Purchase Agreement.
Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage
Loans whose
name and facsimile signature appear on a list of servicing officers
furnished to
the Trustee and the Custodian by the Servicer on the Closing Date
pursuant to
this Agreement, as such list may from time to time be amended.
Servicing Transfer Date: With respect to each Mortgage Loan, the
date
on which Saxon commenced servicing such Mortgage Loan, as set forth
on the
Mortgage Loan Schedule.
Servicing Trigger Event: With respect to each Determination Date, a
Servicing Trigger Event exists if total Cumulative Loss Percentage
exceeds: (i)
8.50% on any Determination Date up to, and including, the fifth
anniversary of
the Cut-off Date; or (ii) 10.82% on any Determination Date from the
fifth to,
and including, the tenth anniversary of the Cut-off Date. Following
the tenth
anniversary of the Cut-off Date, no Servicing Trigger Event shall
exist.
Specified Subordinated Amount: With respect to any Distribution
Date
prior to the Stepdown Date, an amount equal to 2.70% of the Maximum
Pool
Principal Balance; and with respect to any Distribution Date on and
after the
Stepdown Date, an amount equal to 5.40% of the Current Maximum
Amount for that
Distribution Date subject to a minimum amount equal to 0.50% of the
Maximum Pool
Principal Balance; provided, however, that if, on any Distribution
Date, a
Trigger Event exists, the Specified Subordinated Amount shall not
be reduced to
the applicable percentage of the Current Maximum Amount, but
instead will remain
the same as the prior period's Specified Subordinated Amount until
the
Distribution Date on which a Trigger Event no longer exists. When
the Class
Certificate Balance of each Class of LIBOR Certificates has been
reduced to
zero, the Specified Subordinated Amount shall thereafter equal
zero.
Standard & Poor's: Standard & Poor's Ratings Services, a
division of
The McGraw-Hill Companies, Inc., and its successors in interest. If
Standard &
Poor's is designated as a Rating Agency in the Preliminary
Statement, for
purposes of Section 10.05(b) the address for notices to Standard
& Poor's shall
be Standard & Poor's, 55 Water Street, New York, New York
10041, Attention:
Residential Mortgage Surveillance Group - IXIS Real Estate Capital
Trust
2005-HE4, or such other address as Standard & Poor's may
hereafter furnish to
the Depositor, the Trustee, and the Servicer.
62
Standard & Poor's Glossary: The Standard & Poor's LEVELS(R)
Glossary,
as may be in effect from time to time.
Startup Day: For each REMIC created hereunder, the Closing Date.
Stated Principal Balance: As to each Mortgage Loan and as of any
date
of determination, (i) the principal balance of the Mortgage Loan at
the Cut-off
Date after giving effect to payments of principal due on or before
such date, to
the extent actually received, minus (ii) all amounts previously
remitted to the
Trustee with respect to the related Mortgage Loan representing
payments or
recoveries of principal, including Advances in respect of Scheduled
Payments of
principal. For purposes of any Distribution Date, the Stated
Principal Balance
of any Mortgage Loan will give effect to any Scheduled Payments of
principal
received by the Servicer on or prior to the related Determination
Date or
advanced by the Servicer prior to the related Remittance Date and
any
unscheduled principal payments and other unscheduled principal
collections
received during the related Prepayment Period, and the Stated
Principal Balance
of any Mortgage Loan that has prepaid in full or has become a
Liquidated
Mortgage Loan during the related Prepayment Period shall be zero.
Stepdown Date: The later to occur of (i) the earlier to occur of
(a)
the Distribution Date in December 2008 and (b) the Distribution
Date on which
the aggregate Class Certificate Balance of the Class A Certificates
have been
reduced to zero and (ii) the first Distribution Date on which the
Senior
Enhancement Percentage (calculated for this purpose only after
taking into
account scheduled and unscheduled payments of principal on the
Mortgage Loans on
the last day of the related Due Period but prior to any allocation
of the
Principal Distribution Amount together with any principal payments
from the Swap
Account to the LIBOR Certificates on the applicable Distribution
Date) is
greater than or equal to the Senior Specified Enhancement
Percentage.
Subordinated Amount: With respect to any Distribution Date, the
excess, if any, of (a) the Current Maximum Amount for that
Distribution Date on
such Distribution Date over (b) the aggregate of the Class
Certificate Balances
of the LIBOR Certificates as of such Distribution Date plus, except
for federal
income tax purposes, the Class Certificate Balances of the Class P
Certificates
(after giving effect to the payment of the Principal Remittance
Amount on such
Certificates on such Distribution Date).
Subordinated Certificates: As specified in the Preliminary
Statement.
Subordination Deficiency: With respect to any Distribution Date,
the
excess, if any, of (a) the Specified Subordinated Amount applicable
to such
Distribution Date over (b) the Subordinated Amount applicable to
such
Distribution Date.
Subordination Reduction Amount: With respect to any Distribution
Date,
an amount equal to the lesser of (a) the Excess Subordinated Amount
and (b) the
Net Monthly Excess Cash Flow.
Subsequent Recovery: With respect to any Mortgage Loan or related
Mortgaged Property that became a Liquidated Mortgage Loan or was
otherwise
disposed of, all amounts received in respect of such Liquidated
Mortgage Loan
after an Applied Realized Loss Amount
63
related to such Mortgage Loan or Mortgaged Property is allocated to
reduce the
Class Certificate Balance of any Class of Subordinated
Certificates. Any
Subsequent Recovery that is received during a Prepayment Period
will be treated
as Liquidation Proceeds and included as part of the Principal
Remittance Amount
for the related Distribution Date.
Subsequent Cut-off Date: As to any Subsequent Mortgage Loans, the
date
specified in the Addition Notice delivered in connection therewith,
which date
shall be the close of business on the first day of the month in
which such
Subsequent Mortgage Loans will be conveyed to the Trust Fund.
Subsequent Mortgage Loans: The Mortgage Loans hereafter transferred
and assigned to the Trust Fund pursuant to Section 2.01(c), each of
which shall
have been purchased by the Unaffiliated Seller under a Mortgage
Loan Purchase
Agreement.
Subsequent Transfer: The transfer and assignment by the Depositor
to
the Trust of the Subsequent Mortgage Loans pursuant to the terms
hereof.
Subsequent Transfer Agreement: A subsequent transfer agreement in
substantially the form of Exhibit L.
Subsequent Transfer Date: The Business Day on which a Subsequent
Transfer occurs.
Subservicer: As defined in Section 3.02(a).
Subservicing Account: As defined in Section 3.08.
Subservicing Agreement: As defined in Section 3.02(a).
Substitute Mortgage Loan: A Mortgage Loan substituted by the
Unaffiliated Seller or an Originator for a Deleted Mortgage Loan in
accordance
with the terms of this Agreement or the related Mortgage Loan
Purchase
Agreement, as applicable, which must, on the date of such
substitution, as
confirmed in a Request for Release, substantially in the form of
Exhibit K, (i)
have a Stated Principal Balance, after deduction of the principal
portion of the
Scheduled Payment due in the month of substitution, not in excess
of, and not
more than 10% less than, the Stated Principal Balance of the
Deleted Mortgage
Loan; (ii) be accruing interest at a rate no lower than and not
more than 1% per
annum higher than, that of the Deleted Mortgage Loan; (iii) have a
Loan-to-Value
Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a
remaining
term to maturity no greater than (and not more than one year less
than that of)
the Deleted Mortgage Loan; and (v) comply with each representation
and warranty
set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(o), 3.01(p)
and 3.03 of
the Unaffiliated Seller's Agreement, each representation and
warranty set forth
in the applicable Mortgage Loan Purchase Agreement and each of the
requirements
set forth in Sections 2.01(c) hereof.
Substitution Adjustment Amount: The meaning ascribed to such term
pursuant to Section 2.03.
64
Supplemental Interest Trust: IXIS Real Estate Capital Supplemental
Interest Trust 2005-HE4 established pursuant to Section 2.01(d).
Swap Account: The separate Eligible Account created and maintained
by
the Trustee pursuant to Section 3.07(m) in the name of the Trustee,
on behalf of
the Supplemental Interest Trust, for the benefit of the
Certificateholders and
the Swap Provider, and designated "Deutsche Bank National Trust
Company in trust
for registered holders of IXIS Real Estate Capital Trust 2005-HE4,
Mortgage
Pass-Through Certificates, Series 2005-HE4 and IXIS Financial
Products, Inc.".
Swap Payment Rate: For any Distribution Date the Swap Payment Rate
is
a fraction, the numerator of which is any Net Swap Payment or Swap
Termination
Payment owed to the Swap Provider for such Distribution Date and
the denominator
of which is the Stated Principal Balance of the mortgage loans at
the beginning
of the related Due Period plus amounts in the Pre-Funding Account,
multiplied by
12.
Swap Provider: IXIS Financial Products Inc., a Delaware
corporation,
and any successor thereto.
Swap Termination Payment: A termination payment required to be made
by
either the Supplemental Interest Trust or the Swap Provider
pursuant to the
Interest Rate Swap Agreement as a result of termination of the
Interest Rate
Swap Agreement.
Tax Matters Person: The holder of the Class R Certificates
designated
as "tax matters person" of REMIC I, REMIC II, REMIC III, REMIC IV
and REMIC V,
respectively, in the manner provided under Treasury regulations
section
1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1.
Tax Service Contract: As defined in Section 3.09(a).
Telerate Page 3750: The display page currently so designated on the
Bridge Telerate Service (or such other page as may replace that
page on that
service for displaying comparable rates or prices).
Termination Price: As defined in Section 9.01.
Total Monthly Excess Spread: As to any Distribution Date, an amount
equal to the excess if any, of (i) the interest on the Mortgage
Loans received
by the Servicer on or prior to the related Determination Date
(other than
Prepayment Interest Excesses) or advanced by the Servicer for the
related
Remittance Date (net of Expense Fees) over (ii) the sum of the
amounts payable
to the LIBOR Certificates pursuant to Section 4.02(a)(i) and Net
Swap Payments
to the Swap Provider on such Distribution Date
Town & Country: Town & Country Credit Corp., a Delaware
corporation.
Town & Country Capital Assignment Agreement: Each Assignment
and
Recognition Agreement by and among the Unaffiliated Seller, the
Depositor and
Town &
65
Country Credit Corporation in connection with any Subsequent
Transfer of Town &
Country Capital Mortgage Loans.
Town & Country Mortgage Loan: A Mortgage Loan which was
acquired from
Town & Country Capital Corporation by the Unaffiliated Seller
pursuant to the
Town & Country Purchase Agreement, and which has been acquired
by the Trust
Fund.
Town & Country Purchase Agreement: The Mortgage Loan Purchase
and
Warranties Agreement, dated as of November 1, 2005, as amended to
date, by and
between the Unaffiliated Seller and Town & Country Credit
Corporation.
Transfer: Any direct or indirect transfer or sale of any Ownership
Interest in a Residual Certificate.
Transfer Affidavit: As defined in Section 5.02(b).
Transferor Certificate: As defined in Section 5.02(b).
Trigger Event: The occurrence of either a Delinquency Trigger Event
or
a Cumulative Loss Trigger Event.
Trust: The express trust created hereunder in Section 2.01(d).
Trust Fund: The corpus of the trust created hereunder consisting of
(i) the Mortgage Loans and all interest and principal received on
or with
respect thereto after the related Cut-off Date, other than such
amounts which
were due on the Mortgage Loans on or before the related Cut-off
Date; (ii) each
Account, other than the Swap Account and the Excess Reserve Fund
Account, and
all amounts deposited therein pursuant to the applicable provisions
of this
Agreement; (iii) property that secured a Mortgage Loan and has been
acquired by
foreclosure, deed-in-lieu of foreclosure or otherwise; (iv) all
rights of the
Depositor against the Unaffiliated Seller under the Unaffiliated
Seller's
Agreement; (v) all rights of the Depositor against each Originator
under the
related Assignment and Recognition Agreement and the related
Mortgage Loan
Purchase Agreement; and (vi) all proceeds of the conversion,
voluntary or
involuntary, of any of the foregoing.
Trustee: Deutsche Bank National Trust Company a national banking
association, and its successors in interest and, if a successor
trustee is
appointed hereunder, such successor.
Trustee Fee: As to any Distribution Date, an amount equal to the
sum
of (a) the product of one-twelfth of the Trustee Fee Rate times the
sum of (i)
the aggregate Stated Principal Balances of the Mortgage Loans at
the end of the
prior Due Period, and (ii) the amount on deposit in the Pre-Funding
Account at
the end of such prior Due Period and (b) any reasonable
compensation and
expenses of a separate trustee or co-trustee to be paid pursuant to
Section
8.10(d).
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0036% per
annum.
66
Unaffiliated Seller's Agreement: The Unaffiliated Seller's
Agreement,
dated as of the date hereof, among the Unaffiliated Seller and the
Depositor
relating to the sale of the Mortgage Loans from the Unaffiliated
Seller to the
Depositor.
Underwriters' Exemption: Prohibited Transaction Exemption 90-24, as
amended.
Unpaid Interest Amount: As of any Distribution Date and any Class
of
Certificates, the sum of (a) the excess of (i) the sum of the
Accrued
Certificate Interest for such Distribution Date and any portion of
such Accrued
Certificate Interest from prior Distribution Dates remaining unpaid
over (ii)
the amount in respect of interest on such Class of Certificates
actually
distributed on that Distribution Date and (b) 30 days' interest on
the amount in
clause (a) above at the applicable Pass-Through Rate (to the extent
permitted by
applicable law).
Unpaid Realized Loss Amount: With respect to any Class of
Subordinated
Certificates and as to any Distribution Date, is the excess of (i)
the Applied
Realized Loss Amount with respect to such Class over (ii) the sum
of (a) all
distributions in reduction of such Applied Realized Loss Amounts on
all previous
Distribution Dates and (b) the amount by which the Class
Certificate Balance of
such Class has been increased due to the distribution of any
Subsequent
Recoveries on all previous Distribution Dates. Any amounts
distributed to a
Class of Subordinated Certificates in respect of any Unpaid
Realized Loss Amount
will not be applied to reduce the Class Certificate Balance of such
Class.
U.S. Person: (i) A citizen or resident of the United States; (ii) a
corporation (or entity treated as a corporation for tax purposes)
created or
organized in the United States or under the laws of the United
States or of any
State thereof, including, for this purpose, the District of
Columbia; (iii) a
partnership (or entity treated as a partnership for tax purposes)
organized in
the United States or under the laws of the United States or of any
State
thereof, including, for this purpose, the District of Columbia
(unless provided
otherwise by future Treasury regulations); (iv) an estate whose
income is
includible in gross income for United States income tax purposes
regardless of
its source; or (v) a trust, if a court within the United States is
able to
exercise primary supervision over the administration of the trust
and one or
more U.S. Persons have authority to control substantial decisions
of the trust.
Notwithstanding the last clause of the preceding sentence, to the
extent
provided in Treasury regulations, certain trusts in existence on
August 20,
1996, and treated as U.S. Persons prior to such date, may elect to
continue to
be U.S. Persons.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date
of
determination, (a) 1% of all Voting Rights shall be allocated to
the Class X
Certificates, if any (such Voting Rights to be allocated among the
Holders of
Certificates of each such Class in accordance with their respective
Percentage
Interests), (b) 1% of all Voting Rights shall be allocated to the
Class P
Certificates, if any, and (c) the remaining Voting Rights shall be
allocated
among Holders of the remaining Classes of Certificates in
proportion to the
Certificate Balances of their respective Certificates on such date.
WAC Cap: With respect to the Mortgage Loans as of any Distribution
Date, the product of (i) the weighted average of the Adjusted Net
Mortgage Rates
then in effect on the beginning of the related Due Period on the
Mortgage Loans,
less the Swap Payment Rate, and
67
(ii) a fraction, the numerator of which is 30 and the denominator
of which is
the actual number of days in the Interest Accrual Period related to
such
Distribution Date.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns, sets over and otherwise
conveys to the
Trustee for the benefit of the Certificateholders, without
recourse, all the
right, title and interest of the Depositor in and to the Trust Fund
and the
Trustee, on behalf of the Trust, hereby accepts the Trust Fund,
other than any
Subsequent Mortgage Loans, which will be so sold, transferred,
assigned,
set-over and conveyed on the related Subsequent Transfer Date. The
Mortgage
Loans permitted by the terms of this Agreement to be included in
the Trust Fund
are limited to (i) the Initial Mortgage Loans (which the Depositor
acquired
pursuant to the Unaffiliated Seller's Agreement), (ii) Subsequent
Mortgage Loans
(which the Depositor is required hereunder to have acquired
pursuant to
Subsequent Transfer Agreements) and (iii) Substitute Mortgage Loans
(which, by
definition as set forth herein and referred to in the Unaffiliated
Seller's
Agreement and Subsequent Transfer Agreements). It is agreed and
understood by
the parties hereto that it is not intended that any Mortgage Loan
be included in
the Trust that is a High Cost Loan.
(b) In connection with the transfer and assignment of each Mortgage
Loan, the Unaffiliated Seller has delivered or caused to be
delivered to the
Custodian for the benefit of the Certificateholders the following
documents or
instruments with respect to each Mortgage Loan so assigned (to the
extent such
documents or instruments are required to be delivered by the
related Originator
under each Mortgage Loan Purchase Agreement):
(i) the original Mortgage Note bearing all intervening endorsements
evidencing a complete chain of assignment from the originator to
the
related Originator, endorsed "Pay to the order of _________,
without
recourse" and signed in the name of the related Originator by an
authorized
officer. To the extent that there is no room on the face of the
Mortgage
Notes for endorsements, the endorsement may be contained on an
allonge,
unless the Trustee and the Custodian are advised by the related
Originator
that state law does not so allow. If the Mortgage Loan was acquired
by an
Originator in a merger, the endorsement must be by "[related
Originator],
successor by merger to [name of predecessor]". If the Mortgage Loan
was
acquired or originated by the related Originator while doing
business under
another name, the endorsement must be by "[related Originator],
formerly
known as [previous name]";
(ii) the original of any guarantee executed in connection with the
Mortgage Note;
(iii) the original Mortgage with evidence of recording thereon. If
in
connection with any Mortgage Loan, the original Mortgage with
evidence of
recording
68
thereon cannot be delivered on or prior to the related Delivery
Date
because of a delay caused by the public recording office where such
Mortgage has been delivered for recordation or because such
Mortgage has
been lost or because such public recording office retains the
original
recorded Mortgage, then the related Originator, as required by the
terms of
the related Mortgage Loan Purchase Agreement, will be required to
deliver
to the Custodian, on behalf of the Trustee, a photocopy of such
Mortgage
and (i) the original recorded Mortgage or a copy of such Mortgage
certified
by such public recording office to be a true and complete copy of
the
original recorded Mortgage promptly upon receipt thereof by the
related
Originator (but in any event within 360 days from the related
Delivery
Date); or (ii) in the case of a Mortgage where a public recording
office
retains the original recorded Mortgage or in the case where a
Mortgage is
lost after recordation in a public recording office, a copy of such
Mortgage certified by such public recording office to be a true and
complete copy of the original recorded Mortgage;
(iv) the originals of all assumption, modification, consolidation
or
extension agreements, if any, with evidence of recording thereon;
(v) the original Assignment of Mortgage for each Mortgage Loan
endorsed in blank, in form and substance acceptable for recording
(except
with respect to MERS Designated Mortgage Loans);
(vi) the originals of all intervening assignments of mortgage,
evidencing a complete chain of assignment from the originator (or
MERS with
respect to each MERS Designated Mortgage Loan) to the related
Originator,
with evidence of recording thereon or if any such intervening
assignment
has not been returned from the applicable recording office or has
been lost
or if such public recording office retains the original recorded
assignments of mortgage;
(vii) the original or duplicate lender's title policy and all
riders
thereto or, if such original is unavailable, either an original
title
binder or an original or copy of the title commitment, and if
copies then
certified to be true and complete by the title company; and
(viii) the security agreement, chattel mortgage or equivalent
document
executed in connection with the Mortgage, if any.
If any Mortgage has been recorded in the name of Mortgage
Electronic
Registration System, Inc. ("MERS") or its designee, no Assignment
of Mortgage in
favor of the Trustee will be required to be prepared or delivered
and instead,
the Servicer shall take all reasonable actions as are necessary at
the expense
of the applicable Originator to the extent permitted under the
related Purchase
Agreement and otherwise at the expense of the Depositor to cause
the Trustee to
be shown as Investor of the related Mortgage Loan on the records of
MERS for the
purpose of the system of recording transfers of beneficial
ownership of
mortgages maintained by MERS.
69
From time to time, the Servicer shall forward to the Custodian
additional original documents, additional documents evidencing an
assumption,
modification, consolidation or extension of a Mortgage Loan
approved by the
Servicer, in accordance with the terms of this Agreement. All such
mortgage
documents held by the Custodian as to each Mortgage Loan shall
constitute the
"Custodial File".
On or prior to the related Delivery Date, the Unaffiliated Seller
shall deliver, or cause the related Originator to deliver, to the
Custodian
Assignments of Mortgage, in blank, for each Mortgage Loan. If an
Assignment of
Mortgage is required to be recorded pursuant to the terms hereof,
the Servicer,
or the Servicer's designee shall direct the Custodian to promptly
forward such
Assignment of Mortgage to the Servicer for recording. No later than
thirty (30)
Business Days following the date of receipt by the Servicer of all
necessary
recording information for a Mortgage, the Servicer shall promptly
submit or
cause to be submitted for recording, at the expense of the
Unaffiliated Seller
(the Unaffiliated Seller to seek reimbursement from the related
Originator under
the applicable Mortgage Loan Purchase Agreement) in the appropriate
public
office for real property records, each Assignment of Mortgage
referred to in
Section 2.01(b)(v). Notwithstanding the foregoing, however, for
administrative
convenience and f
