================================================================================
MORGAN STANLEY ABS CAPITAL I INC.,
as Depositor,
JPMORGAN CHASE BANK, N.A.,
as Master Servicer and Securities Administrator,
SAXON MORTGAGE SERVICES INC.
as Servicer,
COUNTRYWIDE HOME LOANS SERVICING LP,
as Servicer,
IXIS REAL ESTATE CAPITAL INC.,
as Unaffiliated Seller,
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Trustee and Custodian.
POOLING AND SERVICING AGREEMENT
Dated as of August 1, 2005
IXIS REAL ESTATE CAPITAL TRUST 2005-HE3
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-HE3
================================================================================
TABLE OF CONTENTS
<TABLE>
Page
----
ARTICLE I
DEFINITIONS.........................................................
31
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES.......
84
Section 2.01
Conveyance of Mortgage Loans...............................
84
Section 2.02
Acceptance by the Custodian of the Mortgage Loans..........
91
Section 2.03
Representations, Warranties and Covenants of the
Unaffiliated Seller and the Servicers......................
92
Section 2.04
The Depositor and the Mortgage Loans.......................
97
Section 2.05
Delivery of Opinion of Counsel in Connection with
Substitutions and Non-Qualified Mortgages..................
97
Section 2.06
Execution and Delivery of Certificates.....................
98
Section 2.07
REMIC Matters..............................................
98
Section 2.08
Representations and Warranties of the Depositor............
98
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS....................
100
Section 3.01
Servicers to Service Mortgage Loans........................
100
Section 3.02
Subservicing Agreements Between the Servicers and
Subservicers...............................................
102
Section 3.03
Successor Subservicers.....................................
103
Section 3.04
Liability of the Servicers.................................
103
Section 3.05
No Contractual Relationship Between Subservicers and the
Trustee....................................................
103
Section 3.06
Assumption or Termination of Subservicing Agreements by
Master Servicer............................................
104
Section 3.07
Collection of Certain Mortgage Loan Payments; Establishment
of Certain Accounts........................................
104
Section 3.08
Subservicing Accounts......................................
108
Section 3.09
Collection of Taxes, Assessments and Similar Items; Escrow
Accounts...................................................
108
Section 3.10
Collection Accounts........................................
109
Section 3.11
Withdrawals from the Collection Accounts...................
111
Section 3.12
Investment of Funds in the Accounts........................
112
Section 3.13
Maintenance of Hazard Insurance and Errors and Omissions
and Fidelity Coverage......................................
114
Section 3.14
Enforcement of Due-On-Sale Clauses Assumption Agreements...
115
Section 3.15
Realization Upon Defaulted Mortgage Loans..................
116
Section 3.16
Release of Mortgage Files..................................
118
Section 3.17
Title, Conservation and Disposition of REO Property........
119
Section 3.18
Notification of Adjustments................................
121
Section 3.19
Access to Certain Documentation and Information Regarding
the Mortgage Loans.........................................
121
Section 3.20
Documents, Records and Funds in Possession of each Servicer
to be Held for the Securities Administrator................
121
Section 3.21
Servicing Compensation.....................................
122
Section 3.22
Annual Statement as to Compliance..........................
122
</TABLE>
i
<TABLE>
Section 3.23
Annual Independent Public Accountants' Servicing Statement;
Financial Statements.......................................
123
Section 3.24
Master Servicer to Act as Servicer.........................
123
Section 3.25
Compensating Interest......................................
124
Section 3.26
Credit Reporting; Gramm-Leach-Bliley Act...................
124
Section 3.27
Advance Facilities.........................................
125
ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE
SERVICERS........................
126
Section 4.01
Advances...................................................
126
Section 4.02
Priorities of Distribution.................................
128
Section 4.03
Monthly Statements to Certificateholders...................
137
Section 4.04
Certain Matters Relating to the Determination of LIBOR.....
141
Section 4.05
The Class A-1 Certificate Insurance Policy.................
141
Section 4.06
Effect of Payments by the Class A-1 Certificate Insurer;
Subrogation................................................
143
Section 4.07
Allocation of Applied Realized Loss Amounts................
144
ARTICLE V THE
CERTIFICATES....................................................
144
Section 5.01
The Certificates...........................................
144
Section 5.02
Certificate Register; Registration of Transfer and Exchange
of Certificates............................................
145
Section 5.03
Mutilated, Destroyed, Lost or Stolen Certificates..........
150
Section 5.04
Persons Deemed Owners......................................
151
Section 5.05
Access to List of Certificateholders' Names and Addresses..
151
Section 5.06
Maintenance of Office or Agency............................
151
Section 5.07
Rights of the Class A-1 Class A-1 Certificate Insurer to
Exercise Rights of Class A-1 Certificateholders............
151
Section 5.08
Securities Administrator To Act Solely with Consent of the
Class A-1 Certificate Insurer..............................
152
Section 5.09
Mortgage Loans, Trust Fund and Accounts Held for Benefit
of the Class A-1 Certificate Insurer.......................
152
Section 5.10
Class A-1 Certificate Insurer Default......................
153
ARTICLE VI THE DEPOSITOR AND THE
SERVICER.....................................
153
Section 6.01
Respective Liabilities of the Depositor and the Servicers..
153
Section 6.02
Merger or Consolidation of the Depositor or the Servicers..
154
Section 6.03
Limitation on Liability of the Depositor, the Servicers and
Others.....................................................
154
Section 6.04
Limitation on Resignation of the Servicers.................
155
Section 6.05
Additional Indemnification by the Servicers; Third Party
Claims.....................................................
156
ARTICLE VII
DEFAULT...........................................................
157
Section 7.01
Events of Default..........................................
157
Section 7.02
Master Servicer to Act; Appointment of Successor...........
160
Section 7.03
Notification to Certificateholders.........................
161
ARTICLE VIII CONCERNING THE
TRUSTEE...........................................
162
Section 8.01
Duties of the Trustee......................................
162
Section 8.02
Certain Matters Affecting the Trustee and the Custodian....
163
Section 8.03
Trustee Not Liable for Certificates or Mortgage Loans......
164
</TABLE>
ii
<TABLE>
Section 8.04
Trustee May Own Certificates...............................
164
Section 8.05
Trustee's and Custodian's Fees and Expenses................
165
Section 8.06
Eligibility Requirements for the Trustee...................
165
Section 8.07
Resignation and Removal of the Trustee.....................
166
Section 8.08
Successor Trustee..........................................
166
Section 8.09
Merger or Consolidation of the Trustee.....................
167
Section 8.10
Appointment of Co-Trustee or Separate Trustee..............
167
Section 8.11
Tax Matters................................................
168
Section 8.12
Periodic Filings...........................................
171
Section 8.13
Tax Classification of the Supplemental Interest Account,
Excess Reserve Fund Account and the Swap Account...........
173
Section 8.14
Interest Rate Swap Agreement...............................
173
ARTICLE IX ADMINISTRATION OF THE MORTGAGE LOANS BY THE MASTER
SERVICER........
174
Section 9.01
Duties of the Master Servicer; Enforcement of the
Servicers' Obligations.....................................
174
Section 9.02
Maintenance of Fidelity Bond and Errors and Omissions
Insurance..................................................
174
Section 9.03
Representations and Warranties of the Master Servicer......
174
Section 9.04
Master Servicer Events of Default..........................
176
Section 9.05
Waiver of Default..........................................
178
Section 9.06
Successor to the Master Servicer...........................
178
Section 9.07
Compensation of the Master Servicer........................
179
Section 9.08
Merger or Consolidation....................................
179
Section 9.09
Resignation of the Master Servicer.........................
179
Section 9.10
Assignment or Delegation of Duties by the Master Servicer..
180
Section 9.11
Limitation on Liability of the Master Servicer.............
180
Section 9.12
Indemnification; Third Party Claims........................
181
ARTICLE X CONCERNING THE SECURITIES
ADMINISTRATOR.............................
182
Section 10.01
Duties of Securities Administrator.........................
182
Section 10.02
Certain Matters Affecting the Securities Administrator.....
183
Section 10.03
Securities Administrator Not Liable for Certificates or
Mortgage Loans.............................................
185
Section 10.04
Securities Administrator May Own Certificates..............
185
Section 10.05
Securities Administrator's Fees and Expenses...............
185
Section 10.06
Eligibility Requirements for Securities Administrator......
186
Section 10.07
Resignation and Removal of Securities Administrator........
187
Section 10.08
Successor Securities Administrator.........................
188
Section 10.09
Merger or Consolidation of Securities Administrator........
188
Section 10.10
Assignment or Delegation of Duties by the Securities
Administrator..............................................
188
ARTICLE XI
TERMINATION........................................................
189
Section 11.01
Termination upon Liquidation or Purchase of the Mortgage
Loans......................................................
189
Section 11.02
Final Distribution on the Certificates.....................
190
Section 11.03
Additional Termination Requirements........................
191
ARTICLE XII MISCELLANEOUS
PROVISIONS..........................................
192
Section 12.01
Amendment..................................................
192
</TABLE>
iii
<TABLE>
Section 12.02
Recordation of Agreement; Counterparts.....................
195
Section 12.03
Governing Law..............................................
195
Section 12.04
Intention of Parties.......................................
195
Section 12.05
Notices....................................................
196
Section 12.06
Severability of Provisions.................................
197
Section 12.07
Assignment.................................................
197
Section 12.08
Limitation on Rights of Certificateholders.................
197
Section 12.09
Inspection and Audit Rights................................
198
Section 12.10
Certificates Nonassessable and Fully Paid..................
198
Section 12.11
The Class A-1 Certificate Insurer Default..................
198
Section 12.12
Third Party Beneficiary....................................
199
Section 12.13
Waiver of Jury Trial.......................................
199
</TABLE>
SCHEDULES
Schedule I
Mortgage Loan Schedule
Schedule IA
Schedule of Countrywide Serviced Loans
Schedule IB
Schedule of Saxon Serviced Loans
Schedule II
Representations and Warranties of Countrywide
Schedule IIA
Further Representations and Warranties of Countrywide
Schedule III
Representations and Warranties of Saxon
Schedule IIIA
Further Representations and Warranties of Saxon
Schedule IV
Representations and Warranties as to the Unaffiliated Seller
EXHIBITS
Exhibit A
Form of Class A-1, Class A-2, Class A-3, Class A-4, 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
Exhibit P
Form Calculation of Realized Loss/Gain
iv
THIS POOLING AND SERVICING AGREEMENT, dated as of August 1, 2005,
among MORGAN STANLEY ABS CAPITAL I INC., a Delaware corporation, as
depositor
(the "Depositor"), JPMORGAN CHASE BANK, N.A., a national banking
association, as
master servicer and securities administrator (respectively, the
"Master
Servicer"and the "Securities Administrator"), SAXON MORTGAGE
SERVICES INC., a
Virginia Corporation ("Saxon"), and COUNTRYWIDE HOME LOANS
SERVICING LP, a Texas
limited partnership ("Countrywide"), and together (the
"Servicers"), IXIS REAL
ESTATE CAPITAL INC. (f/k/a CDC Mortgage Capital Inc.), a New York
corporation,
as unaffiliated seller (the "Unaffiliated Seller") and DEUTSCHE
BANK NATIONAL
TRUST COMPANY, a national banking association, as trustee and
custodian (in each
such capacity respectively, the "Trustee" and the "Custodian").
WITNESSETH:
In consideration of the mutual agreements herein contained, the
parties hereto
agree as follows:
PRELIMINARY STATEMENT
The Securities Administrator on behalf of 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 Carryforward 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-A-4, 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.
1
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.
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
Accounts, 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 PRINCIPAL
LATEST POSSIBLE
DESIGNATION
RATE
AMOUNT
MATURITY DATE
-------------
-------------
----------------------
-----------------
Class I-C1
(1)
$221,287,500
December 26, 2035
Class I-PO1
(2)
$ 48,567,189
December 26, 2035
Class I-D1
(3)
$408,209,430
December 26, 2035
Class I-PO2
(4)
$ 89,591,973
December 26, 2035
Class I-N
(5)
(6)
November 25, 2005
Class R-I
(7)
(7)
(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 relating to Group I, 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 relating to Group I.
(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 relating to Group I.
2
(3)
The interest rate with respect to any Distribution Date for this
Class I-D1
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 relating to Group II, 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 relating to Group II.
(4)
The interest rate with respect to any Distribution Date for the
Class I-PO2
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 relating to Group II.
(5)
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
$138,159,159, and (ii) thereafter, 0.00%.
(6)
The Class I-N Interest will have a notional principal balance equal
to
$138,159,159.
(7)
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.
During the Pre-Funding Period, all principal payments (scheduled
and
prepaid) and Realized Losses with respect to the Initial Mortgage
Loans relating
to Group I 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 Group I
Subsequent
Mortgage Loans and any amounts transferred from the Group I
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 relating to Group I 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.
During the Pre-Funding Period, all principal payments (scheduled
and
prepaid) and Realized Losses with respect to the Initial Mortgage
Loans relating
to Group II shall be allocated to the Class I-D1 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 Group II
Subsequent
Mortgage Loans and any amounts transferred from the Group II
Pre-Funding Account
to REMIC I shall be allocated to the Class I-PO2 Interest.
On each Distribution Date thereafter, all principal payments
(scheduled and prepaid) and Realized Losses generated with respect
to the
Mortgage Loans relating to Group II shall be allocated, pro rata,
to the Class
I-D1 and Class I-PO2 Interests, until such Classes are paid in full
or
eliminated by such losses.
3
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 PRINCIPAL
LATEST POSSIBLE
DESIGNATION
RATE
AMOUNT
MATURITY DATE
--------------
-------------
----------------------
-----------------
Class II-C1
(1)
$
913,142.40
December 26, 2035
Class II-C2
(1)
$ 6,228,618.79
December 26, 2035
Class II-C3
(1)
$ 6,071,376.53
December 26, 2035
Class II-C4
(1)
$ 9,783,502.23
December 26, 2035
Class II-C5
(1)
$ 9,346,147.37
December 26, 2035
Class II-C6
(1)
$ 8,992,847.06
December 26, 2035
Class II-C7
(1)
$ 8,655,656.86
December 26, 2035
Class II-C8
(1)
$ 8,329,753.52
December 26, 2035
Class II-C9
(1)
$ 8,021,915.04
December 26, 2035
Class II-C10
(1)
$ 7,727,079.37
December 26, 2035
Class II-C11
(1)
$ 7,444,472.80
December 26, 2035
Class II-C12
(1)
$ 7,170,978.17
December 26, 2035
Class II-C13
(1)
$ 6,901,425.34
December 26, 2035
Class II-C14
(1)
$ 6,633,044.98
December 26, 2035
Class II-C15
(1)
$ 6,350,859.70
December 26, 2035
Class II-C16
(1)
$ 6,076,961.82
December 26, 2035
Class II-C17
(1)
$ 5,813,044.37
December 26, 2035
Class II-C18
(1)
$ 5,589,027.63
December 26, 2035
Class II-C19
(1)
$ 5,461,056.58
December 26, 2035
Class II-C20
(1)
$ 5,672,002.34
December 26, 2035
Class II-C21
(1)
$ 9,515,703.64
December 26, 2035
Class II-C22
(1)
$61,445,209.60
December 26, 2035
Class II-C23
(1)
$ 8,461,904.80
December 26, 2035
Class II-C24
(1)
$ 4,968,393.68
December 26, 2035
Class II-C25
(1)
$ 4,434,131.78
December 26, 2035
Class II-C26
(1)
$ 1,056,378.38
December 26, 2035
4
REMIC II CLASS
TIER INTEREST
INITIAL TIER PRINCIPAL
LATEST POSSIBLE
DESIGNATION
RATE
AMOUNT
MATURITY DATE
--------------
-------------
----------------------
-----------------
Class II-C27
(1)
$
826,799.90
December 26, 2035
Class II-C28
(1)
$
791,024.79
December 26, 2035
Class II-C29
(1)
$
759,981.20
December 26, 2035
Class II-C30
(1)
$
778,368.34
December 26, 2035
Class II-C31
(1)
$
702,087.31
December 26, 2035
Class II-C32
(1)
$
674,565.07
December 26, 2035
Class II-C33
(1)
$
760,644.89
December 26, 2035
Class II-C34
(1)
$ 4,770,420.79
December 26, 2035
Class II-C35
(1)
$ 1,620,574.96
December 26, 2035
Class II-C36
(1)
$
635,487.56
December 26, 2035
Class II-C37
(1)
$
597,761.24
December 26, 2035
Class II-C38
(1)
$
341,293.14
December 26, 2035
Class II-C39
(1)
$
274,214.54
December 26, 2035
Class II-C40
(1)
$
264,500.65
December 26, 2035
Class II-C41
(1)
$
255,482.63
December 26, 2035
Class II-C42
(1)
$
246,765.09
December 26, 2035
Class II-C43
(1)
$
238,339.51
December 26, 2035
Class II-C44
(1)
$
230,196.18
December 26, 2035
Class II-C45
(1)
$
222,325.93
December 26, 2035
Class II-C46
(1)
$
214,720.03
December 26, 2035
Class II-C47
(1)
$
207,369.52
December 26, 2035
Class II-C48
(1)
$
200,266.27
December 26, 2035
Class II-C49
(1)
$
193,401.95
December 26, 2035
Class II-C50
(1)
$
186,768.85
December 26, 2035
Class II-C51
(1)
$
180,359.26
December 26, 2035
Class II-C52
(1)
$
174,165.81
December 26, 2035
Class II-C53
(1)
$ 4,815,598.28
December 26, 2035
Class II-J1
(1)
$21,209,340.49
December 26, 2035
Class II-D1
(2)
$ 1,688,497.80
December 26, 2035
5
REMIC II CLASS
TIER INTEREST
INITIAL TIER PRINCIPAL
LATEST POSSIBLE
DESIGNATION
RATE
AMOUNT
MATURITY DATE
--------------
-------------
----------------------
-----------------
Class II-D2
(2)
$ 11,517,381.21
December 26, 2035
Class II-D3
(2)
$ 11,226,623.47
December 26, 2035
Class II-D4
(2)
$ 18,090,740.27
December 26, 2035
Class II-D5
(2)
$ 17,282,024.43
December 26, 2035
Class II-D6
(2)
$ 16,628,734.44
December 26, 2035
Class II-D7
(2)
$ 16,005,233.74
December 26, 2035
Class II-D8
(2)
$ 15,402,603.68
December 26, 2035
Class II-D9
(2)
$ 14,833,377.46
December 26, 2035
Class II-D10
(2)
$ 14,288,194.83
December 26, 2035
Class II-D11
(2)
$ 13,765,625.10
December 26, 2035
Class II-D12
(2)
$ 13,259,904.33
December 26, 2035
Class II-D13
(2)
$ 12,761,472.36
December 26, 2035
Class II-D14
(2)
$ 12,265,208.42
December 26, 2035
Class II-D15
(2)
$ 11,743,417.70
December 26, 2035
Class II-D16
(2)
$ 11,236,951.28
December 26, 2035
Class II-D17
(2)
$ 10,748,939.73
December 26, 2035
Class II-D18
(2)
$ 10,334,708.87
December 26, 2035
Class II-D19
(2)
$ 10,098,076.72
December 26, 2035
Class II-D20
(2)
$ 10,488,137.96
December 26, 2035
Class II-D21
(2)
$ 17,595,552.06
December 26, 2035
Class II-D22
(2)
$113,618,753.40
December 26, 2035
Class II-D23
(2)
$ 15,646,965.50
December 26, 2035
Class II-D24
(2)
$
9,187,090.42
December 26, 2035
Class II-D25
(2)
$
8,199,183.12
December 26, 2035
Class II-D26
(2)
$
1,953,356.42
December 26, 2035
Class II-D27
(2)
$
1,528,841.30
December 26, 2035
Class II-D28
(2)
$
1,462,689.31
December 26, 2035
Class II-D29
(2)
$
1,405,286.40
December 26, 2035
Class II-D30
(2)
$
1,439,286.16
December 26, 2035
6
REMIC II CLASS
TIER INTEREST
INITIAL TIER PRINCIPAL
LATEST POSSIBLE
DESIGNATION
RATE
AMOUNT
MATURITY DATE
--------------
-------------
----------------------
-----------------
Class II-D31
(2)
$ 1,298,234.39
December 26, 2035
Class II-D32
(2)
$ 1,247,342.83
December 26, 2035
Class II-D33
(2)
$ 1,406,513.61
December 26, 2035
Class II-D34
(2)
$ 8,821,017.41
December 26, 2035
Class II-D35
(2)
$ 2,996,616.14
December 26, 2035
Class II-D36
(2)
$ 1,175,084.34
December 26, 2035
Class II-D37
(2)
$ 1,105,324.36
December 26, 2035
Class II-D38
(2)
$
631,087.46
December 26, 2035
Class II-D39
(2)
$
507,051.96
December 26, 2035
Class II-D40
(2)
$
489,089.95
December 26, 2035
Class II-D41
(2)
$
472,414.67
December 26, 2035
Class II-D42
(2)
$
456,295.01
December 26, 2035
Class II-D43
(2)
$
440,715.19
December 26, 2035
Class II-D44
(2)
$
425,657.32
December 26, 2035
Class II-D45
(2)
$
411,104.37
December 26, 2035
Class II-D46
(2)
$
397,040.27
December 26, 2035
Class II-D47
(2)
$
383,448.38
December 26, 2035
Class II-D48
(2)
$
370,313.73
December 26, 2035
Class II-D49
(2)
$
357,620.85
December 26, 2035
Class II-D50
(2)
$
345,355.55
December 26, 2035
Class II-D51
(2)
$
333,503.54
December 26, 2035
Class II-D52
(2)
$
322,051.19
December 26, 2035
Class II-D53
(2)
$ 8,904,555.42
December 26, 2035
Class II-J2
(2)
$39,218,335.21
December 26, 2035
Class II-N
(3)
(4)
November 25, 2005
Class R-II
(5)
(5)
(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.
7
(2)
The interest rate with respect to any Distribution Date for these
interests
is the weighted average of the interest rates of the Class I-D1 and
Class
I-PO2 Interests.
(3)
The Class II-N Interest is entitled to all distributions of
interest on the
Class I-N Interest.
(4)
The Class II-N Interest will have a notional principal balance
equal to the
notional principal balance of the Class I-N Interest.
(5)
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 Group I
Mortgage
Loans and any amounts transferred from the Group I 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-C53 Interests,
sequentially,
until such Classes are paid in full or eliminated by such losses.
On each Distribution Date, all principal payments (scheduled and
prepaid) and Realized Losses generated with respect to the Group II
Mortgage
Loans and any amounts transferred from the Group II Pre-Funding
Account to REMIC
I shall be allocated in the following order: (i) first, to the
Class II-J2
Interest until such Class is paid in full or eliminated by such
losses, (ii)
second, to the Class II-D1, Class II-D2 and Class II-D3, in reverse
numerical
order, until such Classes are paid in full or eliminated by such
losses and
(iii) third to the Class II-D4 through Class II-D53 Interests,
sequentially,
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, Corresponding REMIC II Regular Interest, tier
interest rate,
initial tier principal amount and latest possible maturity date as
set forth in
the table below.
<TABLE>
CORRESPONDING
INITIAL TIER
REMIC III CLASS
REMIC II REGULAR
TIER INTEREST
PRINCIPAL
LATEST POSSIBLE MATURITY
DESIGNATION
INTEREST
RATE
AMOUNT
DATE
---------------
----------------
-------------
------------
------------------------
Class III-C1a
Class II-C1
(1)
(2)
December 26, 2035
Class III-C1b
Class II-C1
(5)
(3)
December 26, 2035
Class III-C1c
Class II-C1
(6)
(4)
December 26, 2035
Class III-C2a
Class II-C2
(1)
(2)
December 26, 2035
Class III-C2b
Class II-C2
(5)
(3)
December 26, 2035
Class III-C2c
Class II-C2
(6)
(4)
December 26, 2035
Class III-C3a
Class II-C3
(1)
(2)
December 26, 2035
</TABLE>
8
<TABLE>
CORRESPONDING
INITIAL TIER
REMIC III CLASS
REMIC II REGULAR
TIER INTEREST
PRINCIPAL
LATEST POSSIBLE MATURITY
DESIGNATION
INTEREST
RATE
AMOUNT
DATE
---------------
----------------
-------------
------------
------------------------
Class III-C3b
Class II-C3
(5)
(3)
December 26, 2035
Class III-C3c
Class II-C3
(6)
(4)
December 26, 2035
Class III-C4a
Class II-C4
(7)
(2)
December 26, 2035
Class III-C4b
Class II-C4
(8)
(3)
December 26, 2035
Class III-C4c
Class II-C4
(9)
(4)
December 26, 2035
Class III-C5a
Class II-C5
(7)
(2)
December 26, 2035
Class III-C5b
Class II-C5
(8)
(3)
December 26, 2035
Class III-C5c
Class II-C5
(9)
(4)
December 26, 2035
Class III-C6a
Class II-C6
(10)
(2)
December 26, 2035
Class III-C6b
Class II-C6
(11)
(3)
December 26, 2035
Class III-C6c
Class II-C6
(12)
(4)
December 26, 2035
Class III-C7a
Class II-C7
(10)
(2)
December 26, 2035
Class III-C7b
Class II-C7
(11)
(3)
December 26, 2035
Class III-C7c
Class II-C7
(12)
(4)
December 26, 2035
Class III-C8a
Class II-C8
(10)
(2)
December 26, 2035
Class III-C8b
Class II-C8
(11)
(3)
December 26, 2035
Class III-C8c
Class II-C8
(12)
(4)
December 26, 2035
Class III-C9a
Class II-C9
(10)
(2)
December 26, 2035
Class III-C9b
Class II-C9
(11)
(3)
December 26, 2035
Class III-C9c
Class II-C9
(12)
(4)
December 26, 2035
Class III-C10a
Class II-C10
(10)
(2)
December 26, 2035
Class III-C10b
Class II-C10
(11)
(3)
December 26, 2035
Class III-C10c
Class II-C10
(12)
(4)
December 26, 2035
Class III-C11a
Class II-C11
(10)
(2)
December 26, 2035
Class III-C11b
Class II-C11
(11)
(3)
December 26, 2035
Class III-C11c
Class II-C11
(12)
(4)
December 26, 2035
Class III-C12a
Class II-C12
(10)
(2)
December 26, 2035
Class III-C12b
Class II-C12
(11)
(3)
December 26, 2035
</TABLE>
9
<TABLE>
CORRESPONDING
INITIAL TIER
REMIC III CLASS
REMIC II REGULAR
TIER INTEREST
PRINCIPAL
LATEST POSSIBLE MATURITY
DESIGNATION
INTEREST
RATE
AMOUNT
DATE
---------------
----------------
-------------
------------
------------------------
Class III-C12c
Class II-C12
(12)
(4)
December 26, 2035
Class III-C13a
Class II-C13
(10)
(2)
December 26, 2035
Class III-C13b
Class II-C13
(11)
(3)
December 26, 2035
Class III-C13c
Class II-C13
(12)
(4)
December 26, 2035
Class III-C14a
Class II-C14
(10)
(2)
December 26, 2035
Class III-C14b
Class II-C14
(11)
(3)
December 26, 2035
Class III-C14c
Class II-C14
(12)
(4)
December 26, 2035
Class III-C15a
Class II-C15
(10)
(2)
December 26, 2035
Class III-C15b
Class II-C15
(11)
(3)
December 26, 2035
Class III-C15c
Class II-C15
(12)
(4)
December 26, 2035
Class III-C16a
Class II-C16
(10)
(2)
December 26, 2035
Class III-C16b
Class II-C16
(11)
(3)
December 26, 2035
Class III-C16c
Class II-C16
(12)
(4)
December 26, 2035
Class III-C17a
Class II-C17
(10)
(2)
December 26, 2035
Class III-C17b
Class II-C17
(11)
(3)
December 26, 2035
Class III-C17c
Class II-C17
(12)
(4)
December 26, 2035
Class III-C18a
Class II-C18
(10)
(2)
December 26, 2035
Class III-C18b
Class II-C18
(11)
(3)
December 26, 2035
Class III-C18c
Class II-C18
(12)
(4)
December 26, 2035
Class III-C19a
Class II-C19
(10)
(2)
December 26, 2035
Class III-C19b
Class II-C19
(11)
(3)
December 26, 2035
Class III-C19c
Class II-C19
(12)
(4)
December 26, 2035
Class III-C20a
Class II-C20
(10)
(2)
December 26, 2035
Class III-C20b
Class II-C20
(11)
(3)
December 26, 2035
Class III-C20c
Class II-C20
(12)
(4)
December 26, 2035
Class III-C21a
Class II-C21
(10)
(2)
December 26, 2035
Class III-C21b
Class II-C21
(11)
(3)
December 26, 2035
Class III-C21c
Class II-C21
(12)
(4)
December 26, 2035
</TABLE>
10
<TABLE>
CORRESPONDING
INITIAL TIER
REMIC III CLASS
REMIC II REGULAR
TIER INTEREST
PRINCIPAL
LATEST POSSIBLE MATURITY
DESIGNATION
INTEREST
RATE
AMOUNT
DATE
---------------
----------------
-------------
------------
------------------------
Class III-C22a
Class II-C22
(10)
(2)
December 26, 2035
Class III-C22b
Class II-C22
(11)
(3)
December 26, 2035
Class III-C22c
Class II-C22
(12)
(4)
December 26, 2035
Class III-C23a
Class II-C23
(10)
(2)
December 26, 2035
Class III-C23b
Class II-C23
(11)
(3)
December 26, 2035
Class III-C23c
Class II-C23
(12)
(4)
December 26, 2035
Class III-C24a
Class II-C24
(10)
(2)
December 26, 2035
Class III-C24b
Class II-C24
(11)
(3)
December 26, 2035
Class III-C24c
Class II-C24
(12)
(4)
December 26, 2035
Class III-C25a
Class II-C25
(10)
(2)
December 26, 2035
Class III-C25b
Class II-C25
(11)
(3)
December 26, 2035
Class III-C25c
Class II-C25
(12)
(4)
December 26, 2035
Class III-C26a
Class II-C26
(10)
(2)
December 26, 2035
Class III-C26b
Class II-C26
(11)
(3)
December 26, 2035
Class III-C26c
Class II-C26
(12)
(4)
December 26, 2035
Class III-C27a
Class II-C27
(10)
(2)
December 26, 2035
Class III-C27b
Class II-C27
(11)
(3)
December 26, 2035
Class III-C27c
Class II-C27
(12)
(4)
December 26, 2035
Class III-C28a
Class II-C28
(10)
(2)
December 26, 2035
Class III-C28b
Class II-C28
(11)
(3)
December 26, 2035
Class III-C28c
Class II-C28
(12)
(4)
December 26, 2035
Class III-C29a
Class II-C29
(10)
(2)
December 26, 2035
Class III-C29b
Class II-C29
(11)
(3)
December 26, 2035
Class III-C29c
Class II-C29
(12)
(4)
December 26, 2035
Class III-C30a
Class II-C30
(10)
(2)
December 26, 2035
Class III-C30b
Class II-C30
(11)
(3)
December 26, 2035
Class III-C30c
Class II-C30
(12)
(4)
December 26, 2035
Class III-C31a
Class II-C31
(10)
(2)
December 26, 2035
</TABLE>
11
<TABLE>
CORRESPONDING
INITIAL TIER
REMIC III CLASS
REMIC II REGULAR
TIER INTEREST
PRINCIPAL
LATEST POSSIBLE MATURITY
DESIGNATION
INTEREST
RATE
AMOUNT
DATE
----------------
----------------
-------------
------------
------------------------
Class III-C31b
Class II-C31
(11)
(3)
December 26, 2035
Class III-C31c
Class II-C31
(12)
(4)
December 26, 2035
Class III-C32a
Class II-C32
(10)
(2)
December 26, 2035
Class III-C32b
Class II-C32
(11)
(3)
December 26, 2035
Class III-C32c
Class II-C32
(12)
(4)
December 26, 2035
Class III-C33a
Class II-C33
(10)
(2)
December 26, 2035
Class III-C33b
Class II-C33
(11)
(3)
December 26, 2035
Class III-C33c
Class II-C33
(12)
(4)
December 26, 2035
Class III-C34a
Class II-C34
(10)
(2)
December 26, 2035
Class III-C34b
Class II-C34
(11)
(3)
December 26, 2035
Class III-C34c
Class II-C34
(12)
(4)
December 26, 2035
Class III-C35a
Class II-C35
(10)
(2)
December 26, 2035
Class III-C35b
Class II-C35
(11)
(3)
December 26, 2035
Class III-C35c
Class II-C35
(12)
(4)
December 26, 2035
Class III-C36a
Class II-C36
(10)
(2)
December 26, 2035
Class III-C36b
Class II-C36
(11)
(3)
December 26, 2035
Class III-C36c
Class II-C36
(12)
(4)
December 26, 2035
Class III-C37a
Class II-C37
(10)
(2)
December 26, 2035
Class III-C37b
Class II-C37
(11)
(3)
December 26, 2035
Class III-C37c
Class II-C37
(12)
(4)
December 26, 2035
Class III-C38a
Class II-C38
(10)
(2)
December 26, 2035
Class III-C38b
Class II-C38
(11)
(3)
December 26, 2035
Class III-C38c
Class II-C38
(12)
(4)
December 26, 2035
Class III-C39a
Class II-C39
(10)
(2)
December 26, 2035
Class III-C39b
Class II-C39
(11)
(3)
December 26, 2035
Class III-C39c
Class II-C39
(12)
(4)
December 26, 2035
Class III-C40a
Class II-C40
(10)
(2)
December 26, 2035
Class III-C40b
Class II-C40
(11)
(3)
December 26, 2035
</TABLE>
12
<TABLE>
CORRESPONDING
INITIAL TIER
REMIC III CLASS
REMIC II REGULAR
TIER INTEREST
PRINCIPAL
LATEST POSSIBLE MATURITY
DESIGNATION
INTEREST
RATE
AMOUNT
DATE
----------------
----------------
-------------
------------
------------------------
Class III-C40c
Class II-C40
(12)
(4)
December 26, 2035
Class III-C41a
Class II-C41
(10)
(2)
December 26, 2035
Class III-C41b
Class II-C41
(11)
(3)
December 26, 2035
Class III-C41c
Class II-C41
(12)
(4)
December 26, 2035
Class III-C42a
Class II-C42
(10)
(2)
December 26, 2035
Class III-C42b
Class II-C42
(11)
(3)
December 26, 2035
Class III-C42c
Class II-C42
(12)
(4)
December 26, 2035
Class III-C43a
Class II-C43
(10)
(2)
December 26, 2035
Class III-C43b
Class II-C43
(11)
(3)
December 26, 2035
Class III-C43c
Class II-C43
(12)
(4)
December 26, 2035
Class III-C44a
Class II-C44
(10)
(2)
December 26, 2035
Class III-C44b
Class II-C44
(11)
(3)
December 26, 2035
Class III-C44c
Class II-C44
(12)
(4)
December 26, 2035
Class III-C45a
Class II-C45
(10)
(2)
December 26, 2035
Class III-C45b
Class II-C45
(11)
(3)
December 26, 2035
Class III-C45c
Class II-C45
(12)
(4)
December 26, 2035
Class III-C46a
Class II-C46
(10)
(2)
December 26, 2035
Class III-C46b
Class II-C46
(11)
(3)
December 26, 2035
Class III-C46c
Class II-C46
(12)
(4)
December 26, 2035
Class III-C47a
Class II-C47
(10)
(2)
December 26, 2035
Class III-C47b
Class II-C47
(11)
(3)
December 26, 2035
Class III-C47c
Class II-C47
(12)
(4)
December 26, 2035
Class III-C48a
Class II-C48
(10)
(2)
December 26, 2035
Class III-C48b
Class II-C48
(11)
(3)
December 26, 2035
Class III-C48c
Class II-C48
(12)
(4)
December 26, 2035
Class III-C49a
Class II-C49
(10)
(2)
December 26, 2035
Class III-C49b
Class II-C49
(11)
(3)
December 26, 2035
Class III-C49c
Class II-C49
(12)
(4)
December 26, 2035
</TABLE>
13
<TABLE>
CORRESPONDING
INITIAL TIER
REMIC III CLASS
REMIC II REGULAR
TIER INTEREST
PRINCIPAL
LATEST POSSIBLE MATURITY
DESIGNATION
INTEREST
RATE
AMOUNT
DATE
----------------
----------------
-------------
------------
------------------------
Class III-C50a
Class II-C50
(10)
(2)
December 26, 2035
Class III-C50b
Class II-C50
(11)
(3)
December 26, 2035
Class III-C50c
Class II-C50
(12)
(4)
December 26, 2035
Class III-C51a
Class II-C51
(10)
(2)
December 26, 2035
Class III-C51b
Class II-C51
(11)
(3)
December 26, 2035
Class III-C51c
Class II-C51
(12)
(4)
December 26, 2035
Class III-C52a
Class II-C52
(10)
(2)
December 26, 2035
Class III-C52b
Class II-C52
(11)
(3)
December 26, 2035
Class III-C52c
Class II-C52
(12)
(4)
December 26, 2035
Class III-C53a
Class II-C53
(10)
(2)
December 26, 2035
Class III-C53b
Class II-C53
(11)
(3)
December 26, 2035
Class III-C53c
Class II-C53
(12)
(4)
December 26, 2035
Class III-J1
Class II-J1
(13)
(14)
December 26, 2035
Class III-D1a
Class II-D1
(15)
(2)
December 26, 2035
Class III-D1b
Class II-D1
(16)
(3)
December 26, 2035
Class III-D1c
Class II-D1
(17)
(4)
December 26, 2035
Class III-D2a
Class II-D2
(15)
(2)
December 26, 2035
Class III-D2b
Class II-D2
(16)
(3)
December 26, 2035
Class III-D2c
Class II-D2
(17)
(4)
December 26, 2035
Class III-D3a
Class II-D3
(15)
(2)
December 26, 2035
Class III-D3b
Class II-D3
(16)
(3)
December 26, 2035
Class III-D3c
Class II-D3
(17)
(4)
December 26, 2035
Class III-D4a
Class II-D4
(18)
(2)
December 26, 2035
Class III-D4b
Class II-D4
(19)
(3)
December 26, 2035
Class III-D4c
Class II-D4
(20)
(4)
December 26, 2035
Class III-D5a
Class II-D5
(18)
(2)
December 26, 2035
Class III-D5b
Class II-D5
(19)
(3)
December 26, 2035
Class III-D5c
Class II-D5
(20)
(4)
December 26, 2035
</TABLE>
14
<TABLE>
CORRESPONDING
INITIAL TIER
REMIC III CLASS
REMIC II REGULAR
TIER INTEREST
PRINCIPAL
LATEST POSSIBLE MATURITY
DESIGNATION
INTEREST
RATE
AMOUNT
DATE
----------------
----------------
-------------
------------
------------------------
Class III-D6a
Class II-D6
(21)
(2)
December 26, 2035
Class III-D6b
Class II-D6
(22)
(3)
December 26, 2035
Class III-D6c
Class II-D6
(23)
(4)
December 26, 2035
Class III-D7a
Class II-D7
(21)
(2)
December 26, 2035
Class III-D7b
Class II-D7
(22)
(3)
December 26, 2035
Class III-D7c
Class II-D7
(23)
(4)
December 26, 2035
Class III-D8a
Class II-D8
(21)
(2)
December 26, 2035
Class III-D8b
Class II-D8
(22)
(3)
December 26, 2035
Class III-D8c
Class II-D8
(23)
(4)
December 26, 2035
Class III-D9a
Class II-D9
(21)
(2)
December 26, 2035
Class III-D9b
Class II-D9
(22)
(3)
December 26, 2035
Class III-D9c
Class II-D9
(23)
(4)
December 26, 2035
Class III-D10a
Class II-D10
(21)
(2)
December 26, 2035
Class III-D10b
Class II-D10
(22)
(3)
December 26, 2035
Class III-D10c
Class II-D10
(23)
(4)
December 26, 2035
Class III-D11a
Class II-D11
(21)
(2)
December 26, 2035
Class III-D11b
Class II-D11
(22)
(3)
December 26, 2035
Class III-D11c
Class II-D11
(23)
(4)
December 26, 2035
Class III-D12a
Class II-D12
(21)
(2)
December 26, 2035
Class III-D12b
Class II-D12
(22)
(3)
December 26, 2035
Class III-D12c
Class II-D12
(23)
(4)
December 26, 2035
Class III-D13a
Class II-D13
(21)
(2)
December 26, 2035
Class III-D13b
Class II-D13
(22)
(3)
December 26, 2035
Class III-D13c
Class II-D13
(23)
(4)
December 26, 2035
Class III-D14a
Class II-D14
(21)
(2)
December 26, 2035
Class III-D14b
Class II-D14
(22)
(3)
December 26, 2035
Class III-D14c
Class II-D14
(23)
(4)
December 26, 2035
Class III-D15a
Class II-D15
(21)
(2)
December 26, 2035
</TABLE>
15
<TABLE>
CORRESPONDING
INITIAL TIER
REMIC III CLASS
REMIC II REGULAR
TIER INTEREST
PRINCIPAL
LATEST POSSIBLE MATURITY
DESIGNATION
INTEREST
RATE
AMOUNT
DATE
----------------
----------------
-------------
------------
------------------------
Class III-D15b
Class II-D15
(22)
(3)
December 26, 2035
Class III-D15c
Class II-D15
(23)
(4)
December 26, 2035
Class III-D16a
Class II-D16
(21)
(2)
December 26, 2035
Class III-D16b
Class II-D16
(22)
(3)
December 26, 2035
Class III-D16c
Class II-D16
(23)
(4)
December 26, 2035
Class III-D17a
Class II-D17
(21)
(2)
December 26, 2035
Class III-D17b
Class II-D17
(22)
(3)
December 26, 2035
Class III-D17c
Class II-D17
(23)
(4)
December 26, 2035
Class III-D18a
Class II-D18
(21)
(2)
December 26, 2035
Class III-D18b
Class II-D18
(22)
(3)
December 26, 2035
Class III-D18c
Class II-D18
(23)
(4)
December 26, 2035
Class III-D19a
Class II-D19
(21)
(2)
December 26, 2035
Class III-D19b
Class II-D19
(22)
(3)
December 26, 2035
Class III-D19c
Class II-D19
(23)
(4)
December 26, 2035
Class III-D20a
Class II-D20
(21)
(2)
December 26, 2035
Class III-D20b
Class II-D20
(22)
(3)
December 26, 2035
Class III-D20c
Class II-D20
(23)
(4)
December 26, 2035
Class III-D21a
Class II-D21
(21)
(2)
December 26, 2035
Class III-D21b
Class II-D21
(22)
(3)
December 26, 2035
Class III-D21c
Class II-D21
(23)
(4)
December 26, 2035
Class III-D22a
Class II-D22
(21)
(2)
December 26, 2035
Class III-D22b
Class II-D22
(22)
(3)
December 26, 2035
Class III-D22c
Class II-D22
(23)
(4)
December 26, 2035
Class III-D23a
Class II-D23
(21)
(2)
December 26, 2035
Class III-D23b
Class II-D23
(22)
(3)
December 26, 2035
Class III-D23c
Class II-D23
(23)
(4)
December 26, 2035
Class III-D24a
Class II-D24
(21)
(2)
December 26, 2035
Class III-D24b
Class II-D24
(22)
(3)
December 26, 2035
</TABLE>
16
<TABLE>
CORRESPONDING
INITIAL TIER
REMIC III CLASS
REMIC II REGULAR
TIER INTEREST
PRINCIPAL
LATEST POSSIBLE MATURITY
DESIGNATION
INTEREST
RATE
AMOUNT
DATE
----------------
----------------
-------------
------------
------------------------
Class III-D24c
Class II-D24
(23)
(4)
December 26, 2035
Class III-D25a
Class II-D25
(21)
(2)
December 26, 2035
Class III-D25b
Class II-D25
(22)
(3)
December 26, 2035
Class III-D25c
Class II-D25
(23)
(4)
December 26, 2035
Class III-D26a
Class II-D26
(21)
(2)
December 26, 2035
Class III-D26b
Class II-D26
(22)
(3)
December 26, 2035
Class III-D26c
Class II-D26
(23)
(4)
December 26, 2035
Class III-D27a
Class II-D27
(21)
(2)
December 26, 2035
Class III-D27b
Class II-D27
(22)
(3)
December 26, 2035
Class III-D27c
Class II-D27
(23)
(4)
December 26, 2035
Class III-D28a
Class II-D28
(21)
(2)
December 26, 2035
Class III-D28b
Class II-D28
(22)
(3)
December 26, 2035
Class III-D28c
Class II-D28
(23)
(4)
December 26, 2035
Class III-D29a
Class II-D29
(21)
(2)
December 26, 2035
Class III-D29b
Class II-D29
(22)
(3)
December 26, 2035
Class III-D29c
Class II-D29
(23)
(4)
December 26, 2035
Class III-D30a
Class II-D30
(21)
(2)
December 26, 2035
Class III-D30b
Class II-D30
(22)
(3)
December 26, 2035
Class III-D30c
Class II-D30
(23)
(4)
December 26, 2035
Class III-D31a
Class II-D31
(21)
(2)
December 26, 2035
Class III-D31b
Class II-D31
(22)
(3)
December 26, 2035
Class III-D31c
Class II-D31
(23)
(4)
December 26, 2035
Class III-D32a
Class II-D32
(21)
(2)
December 26, 2035
Class III-D32b
Class II-D32
(22)
(3)
December 26, 2035
Class III-D32c
Class II-D32
(23)
(4)
December 26, 2035
Class III-D33a
Class II-D33
(21)
(2)
December 26, 2035
Class III-D33b
Class II-D33
(22)
(3)
December 26, 2035
Class III-D33c
Class II-D33
(23)
(4)
December 26, 2035
</TABLE>
17
<TABLE>
CORRESPONDING
INITIAL TIER
REMIC III CLASS
REMIC II REGULAR
TIER INTEREST
PRINCIPAL
LATEST POSSIBLE MATURITY
DESIGNATION
INTEREST
RATE
AMOUNT
DATE
----------------
----------------
-------------
------------
------------------------
Class III-D34a
Class II-D34
(21)
(2)
December 26, 2035
Class III-D34b
Class II-D34
(22)
(3)
December 26, 2035
Class III-D34c
Class II-D34
(23)
(4)
December 26, 2035
Class III-D35a
Class II-D35
(21)
(2)
December 26, 2035
Class III-D35b
Class II-D35
(22)
(3)
December 26, 2035
Class III-D35c
Class II-D35
(23)
(4)
December 26, 2035
Class III-D36a
Class II-D36
(21)
(2)
December 26, 2035
Class III-D36b
Class II-D36
(22)
(3)
December 26, 2035
Class III-D36c
Class II-D36
(23)
(4)
December 26, 2035
Class III-D37a
Class II-D37
(21)
(2)
December 26, 2035
Class III-D37b
Class II-D37
(22)
(3)
December 26, 2035
Class III-D37c
Class II-D37
(23)
(4)
December 26, 2035
Class III-D38a
Class II-D38
(21)
(2)
December 26, 2035
Class III-D38b
Class II-D38
(22)
(3)
December 26, 2035
Class III-D38c
Class II-D38
(23)
(4)
December 26, 2035
Class III-D39a
Class II-D39
(21)
(2)
December 26, 2035
Class III-D39b
Class II-D39
(22)
(3)
December 26, 2035
Class III-D39c
Class II-D39
(23)
(4)
December 26, 2035
Class III-D40a
Class II-D40
(21)
(2)
December 26, 2035
Class III-D40b
Class II-D40
(22)
(3)
December 26, 2035
Class III-D40c
Class II-D40
(23)
(4)
December 26, 2035
Class III-D41a
Class II-D41
(21)
(2)
December 26, 2035
Class III-D41b
Class II-D41
(22)
(3)
December 26, 2035
Class III-D41c
Class II-D41
(23)
(4)
December 26, 2035
Class III-D42a
Class II-D42
(21)
(2)
December 26, 2035
Class III-D42b
Class II-D42
(22)
(3)
December 26, 2035
Class III-D42c
Class II-D42
(23)
(4)
December 26, 2035
Class III-D43a
Class II-D43
(21)
(2)
December 26, 2035
</TABLE>
18
<TABLE>
CORRESPONDING
INITIAL TIER
REMIC III CLASS
REMIC II REGULAR
TIER INTEREST
PRINCIPAL
LATEST POSSIBLE MATURITY
DESIGNATION
INTEREST
RATE
AMOUNT
DATE
----------------
----------------
-------------
------------
------------------------
Class III-D43b
Class II-D43
(22)
(3)
December 26, 2035
Class III-D43c
Class II-D43
(23)
(4)
December 26, 2035
Class III-D44a
Class II-D44
(21)
(2)
December 26, 2035
Class III-D44b
Class II-D44
(22)
(3)
December 26, 2035
Class III-D44c
Class II-D44
(23)
(4)
December 26, 2035
Class III-D45a
Class II-D45
(21)
(2)
December 26, 2035
Class III-D45b
Class II-D45
(22)
(3)
December 26, 2035
Class III-D45c
Class II-D45
(23)
(4)
December 26, 2035
Class III-D46a
Class II-D46
(21)
(2)
December 26, 2035
Class III-D46b
Class II-D46
(22)
(3)
December 26, 2035
Class III-D46c
Class II-D46
(23)
(4)
December 26, 2035
Class III-D47a
Class II-D47
(21)
(2)
December 26, 2035
Class III-D47b
Class II-D47
(22)
(3)
December 26, 2035
Class III-D47c
Class II-D47
(23)
(4)
December 26, 2035
Class III-D48a
Class II-D48
(21)
(2)
December 26, 2035
Class III-D48b
Class II-D48
(22)
(3)
December 26, 2035
Class III-D48c
Class II-D48
(23)
(4)
December 26, 2035
Class III-D49a
Class II-D49
(21)
(2)
December 26, 2035
Class III-D49b
Class II-D49
(22)
(3)
December 26, 2035
Class III-D49c
Class II-D49
(23)
(4)
December 26, 2035
Class III-D50a
Class II-D50
(21)
(2)
December 26, 2035
Class III-D50b
Class II-D50
(22)
(3)
December 26, 2035
Class III-D50c
Class II-D50
(23)
(4)
December 26, 2035
Class III-D51a
Class II-D51
(21)
(2)
December 26, 2035
Class III-D51b
Class II-D51
(22)
(3)
December 26, 2035
Class III-D51c
Class II-D51
(23)
(4)
December 26, 2035
Class III-D52a
Class II-D52
(21)
(2)
December 26, 2035
Class III-D52b
Class II-D52
(22)
(3)
December 26, 2035
</TABLE>
19
<TABLE>
CORRESPONDING
INITIAL TIER
REMIC III CLASS
REMIC II REGULAR
TIER INTEREST
PRINCIPAL
LATEST POSSIBLE MATURITY
DESIGNATION
INTEREST
RATE
AMOUNT
DATE
----------------
----------------
-------------
------------
------------------------
Class III-D52c
Class II-D52
(23)
(4)
December 26, 2035
Class III-D53a
Class II-D53
(21)
(2)
December 26, 2035
Class III-D53b
Class II-D53
(22)
(3)
December 26, 2035
Class III-D53c
Class II-D53
(23)
(4)
December 26, 2035
Class III-J2
Class II-J2
(24)
(14)
December 26, 2035
Class III-N
Class II-N
(25)
(26)
December 26, 2035
Class R-III
(27)
(27)
</TABLE>
(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 November 2005,
1.5
multiplied by (Group I REMIC III Net WAC minus 4.299%) and (ii) for
all
other Distribution Dates, Group I REMIC III Net WAC.
(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 November 2005,
3
multiplied by 1-month LIBOR, subject to a cap of 12.897% and (ii)
for all
other Distribution Dates, Group I 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 November 2005,
4.299%
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
December 2005 through and including the Corresponding Distribution
Date,
1.5 multiplied by (Group I REMIC III
20
Net WAC minus 4.299%) and (ii) for all other Distribution Dates,
Group I
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
December 2005 through and including the Corresponding Distribution
Date, 3
multiplied by 1-month LIBOR, subject to a cap of 12.897% and (ii)
for all
other Distribution Dates, Group I 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
December 2005 through and including the Corresponding Distribution
Date,
4.299% 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 (Group I REMIC III Net WAC minus 4.299%) and (ii) for all other
Distribution Dates, Group I 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 12.897% and (ii) for all other
Distribution Dates, Group I REMIC III Net WAC.
(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, 4.299%
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
Group I 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 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 November 2005,
1.5
multiplied by (Group II REMIC III Net WAC minus 4.299%) and (ii)
for all
other Distribution Dates, Group II REMIC III Net WAC.
(16) 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 November 2005,
3
multiplied by 1-month LIBOR, subject to a cap of 12.897% and (ii)
for all
other Distribution Dates, Group II REMIC III Net WAC.
21
(17) 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 November 2005,
4.299%
minus 1-Month LIBOR, subject to a floor of zero and (ii) for all
other
Distribution Dates, zero.
(18) The interest rate for these REMIC III Regular Interests will
be as follows:
(i) for all Distribution Dates commencing on the Distribution Date
in
December 2005 through and including the Corresponding Distribution
Date,
1.5 multiplied by (Group II REMIC III Net WAC minus 4.299%) and
(ii) for
all other Distribution Dates, Group II REMIC III Net WAC.
(19) The interest rate for these REMIC III Regular Interests will
be as follows:
(i) for all Distribution Dates commencing on the Distribution Date
in
December 2005 through and including the Corresponding Distribution
Date, 3
multiplied by 1-month LIBOR, subject to a cap of 12.897% and (ii)
for all
other Distribution Dates, Group II REMIC III Net WAC.
(20) The interest rate for these REMIC III Regular Interests will
be as follows:
(i) for all Distribution Dates commencing on the Distribution Date
in
December 2005 through and including the Corresponding Distribution
Date,
4.299% minus 1-Month LIBOR, subject to a floor of zero and (ii) for
all
other Distribution Dates, zero.
(21) 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 (Group II REMIC III Net WAC minus 4.299%) and (ii) for all other
Distribution Dates, Group II REMIC III Net WAC.
(22) 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 12.897% and (ii) for all other
Distribution Dates, Group II REMIC III Net WAC.
(23) 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, 4.299%
minus
1-Month LIBOR, subject to a floor of zero and (ii) for all other
Distribution Dates, zero.
(24) The interest rate for this REMIC III Regular Interest will be
equal to the
Group II REMIC III Net WAC.
(25) The Class III-N Interest is entitled to all distributions of
interest on
the Class II-N Interest.
(26) The Class III-N Interest will have a notional principal
balance equal to
the notional principal balance of the Class II-N Interest.
(27) 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.
22
On each Distribution Date, all principal payments (scheduled and
prepaid) and Realized Losses generated with respect to the Group I
Mortgage
Loans and any amounts transferred from the Group I 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-C53a and Class III-C4b through
Class
III-C53b 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.
On each Distribution Date, all principal payments (scheduled and
prepaid) and Realized Losses generated with respect to the Group II
Mortgage
Loans and any amounts transferred from the Group II Pre-Funding
Account to REMIC
I shall be allocated in the following order: (i) first, to the
Class III-J2
Interest until such Class is paid in full or eliminated by such
losses, (ii)
second, to the Class III-D1a through Class III-D3a and Class
III-D1b through
Class III-D3b 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-D4a through Class III-D53a and Class III-D4b through
Class
III-D53b 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.
<TABLE>
TIER
CORRESPONDING
REMIC IV CLASS
INTEREST
INITIAL TIER PRINCIPAL
REMIC V INTEREST/
LATEST POSSIBLE
DESIGNATION
RATE
AMOUNT
CORRESPONDING CLASS
MATURITY DATE
----------------
--------
----------------------
-------------------
-----------------
Class IV-A-1
(1)
1/4 of the
Class A-1
December 26, 2035
Corresponding Class
initial principal
balance
Class IV-A-2
(1)
1/4 of the
Class A-2
December 26, 2035
Corresponding Class
initial principal
balance
Class IV-A-3
(1)
1/4 of the
Class A-3
December 26, 2035
Corresponding Class
initial principal
balance
Class IV-A-4
(1)
1/4 of the
Class A-4
December 26, 2035
Corresponding Class
</TABLE>
23
<TABLE>
TIER
CORRESPONDING
REMIC IV CLASS
INTEREST
INITIAL TIER PRINCIPAL
REMIC V INTEREST/
LATEST POSSIBLE
DESIGNATION
RATE
AMOUNT
CORRESPONDING CLASS
MATURITY DATE
----------------
--------
----------------------
-------------------
-----------------
initial principal
balance
Class IV-M-1
(1)
1/4 of the
Class M-1
December 26, 2035
Corresponding Class
initial principal
balance
Class IV-M-2
(1)
1/4 of the
Class M-2
December 26, 2035
Corresponding Class
initial principal
balance
Class IV-M-3
(1)
1/4 of the
Class M-3
December 26, 2035
Corresponding Class
initial principal
balance
Class IV-M-4
(1)
1/4 of the
Class M-4
December 26, 2035
Corresponding Class
initial principal
balance
Class IV-M-5
(1)
1/4 of the
Class M-5
December 26, 2035
Corresponding Class
initial principal
balance
Class IV-M-6
(1)
1/4 of the
Class M-6
December 26, 2035
Corresponding Class
initial principal
balance
Class IV-B-1
(1)
1/4 of the
Class B-1
December 26, 2035
Corresponding Class
initial principal
balance
Class IV-B-2
(1)
1/4 of the
Class B-2
December 26, 2035
Corresponding Class
initial principal
balance
Class IV-B-3
(1)
1/4 of the
Class B-3
December 26, 2035
Corresponding Class
initial principal
balance
</TABLE>
24
<TABLE>
TIER
CORRESPONDING
REMIC IV CLASS
INTEREST
INITIAL TIER PRINCIPAL
REMIC V INTEREST/
LATEST POSSIBLE
DESIGNATION
RATE
AMOUNT
CORRESPONDING CLASS
MATURITY DATE
----------------
--------
----------------------
-------------------
-----------------
Class IV-B-4
(1)
1/4 of the
Class B-4
December 26, 2035
Corresponding Class
initial principal
balance
Class IV-Accrual
(1)
(2)
N/A
December 26, 2035
Class IV-J1
(3)
(4)
N/A
December 26, 2035
Class IV-J2
(5)
(6)
N/A
December 26, 2035
Class IV-XX
(1)
(7)
N/A
December 26, 2035
Class IV-N
(8)
(9)
Class X-2
December 26, 2035
Class IV-I1
(10)
(10)
Class I-1
December 26, 2005
Class IV-I2
(11)
(11)
Class I-2
December 26, 2006
Class IV-I3
(12)
(12)
Class I-3
December 26, 2007
Class IV-I4
(13)
(13)
Class I-4
December 26, 2008
Class IV-I5
(14)
(14)
Class I-5
December 28, 2009
Class IV-I6
(15)
(15)
Class I-6
February 25, 2010
Class R-IV
(16)
(16)
Class R
</TABLE>
(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) 25% and (b) the sum of (i) the Pool Stated
Principal
Balance (ii) the Subordinated Amount and (ii) the Initial
Pre-Funded
Amount.
(3)
The interest rate with respect to any Distribution Date for this
REMIC IV
Regular Interest is the Group I REMIC IV Net WAC.
(4)
The Class IV-J1 Interest will have an initial principal balance
equal to
.01% of the sum of (i) the Pool Stated Principal Balance relating
to Group
I and (ii) the Group I Initial Pre-Funded Amount.
(5)
The interest rate with respect to any Distribution Date for this
REMIC IV
Regular Interest is the Group II REMIC IV Net WAC.
25
(6)
The Class IV-J2 Interest will have an initial principal balance
equal to
.01% of the sum of (i) the Pool Stated Principal Balance relating
to Group
II and (ii) the Group II Initial Pre-Funded Amount.
(7)
The Class IV-XX Interest will have an initial principal balance
equal to
49.99% of the sum of (i) the Pool Stated Principal Balance and (ii)
the
Initial Pre-Funded Amount
(8)
The Class IV-N Interest is entitled to all distributions of
interest on the
Class III-N Interest.
(9)
The Class IV-N Interest will have a notional principal balance
equal to the
notional principal balance of the Class III-N Interest.
(10) The Class IV-I1 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-C1c through Class III-C4c and Class
III-D1c
through Class III-D4c Interests on such Distribution Date.
(11) 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-C5c through Class III-C16c and Class
III-D5c
through Class III-D16c Interests on such Distribution Date.
(12) 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-C17c through Class III-C28c and
Class
III-D17c through Class III-D28c Interests on such Distribution
Date.
(13) 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-C29c through Class III-C40c and
Class
III-D29c through Class III-D40c Interests on such Distribution
Date.
(14) 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-C41c through Class III-C52c and
Class
III-D41c through Class III-D52c Interests on such Distribution
Date.
(15) 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-C53c Class III-D53c Interests on
such
Distribution Date.
(16) 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, 25% 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
26
end, each REMIC IV Accretion Directed Class will be reduced by an
amount equal
to 25% 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, 25% 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 Accounts
to REMIC I shall be allocated as follows: 25% to the Class
IV-Accrual Interest
and 25% 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 25% of
the principal
amounts allocated to their respective Corresponding Classes.
Notwithstanding the
foregoing, 50% of the 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, 50%
of all 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 25% of the principal balance
of its
Corresponding Class, and (ii) the principal balance of the Class
IV-Accrual
Interest is equal to 25% of the sum of (1) the Pool Stated
Principal Balance,
(2) the Subordinated Amount and (3) the Pre-Funding Amount.
The remaining 50% of the sum of (i) all principal payments
(scheduled and
prepaid) and Realized Losses generated with respect to the Mortgage
Loans and
(ii) any amounts transferred from the Pre-Funding Accounts to REMIC
I shall be
allocated in the following order: (i) first, to the Class IV-J1 and
Class IV-J2
Interests so that after such distributions have been made on each
Distribution
Date (a) the principal balance of the Class IV-J1 Interest is equal
to .01% of
the sum of (1) the Pool Stated Principal Balance relating to Group
I and (2) the
Group I Initial Pre-Funded Amount and (b) the principal balance of
the Class
IV-J2 Interest is equal to .01% of the sum of (1) the Pool Stated
Principal
Balance relating to Group II and (2) the Group II Initial
Pre-Funded Amount and
(ii) second, to the Class IV-XX Interest until such Class is paid
in full or
eliminated by such losses.
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.
<TABLE>
TIER
REMIC V CLASS
INTEREST
INITIAL TIER PRINCIPAL
LATEST POSSIBLE MATURITY
DESIGNATION
RATE
AMOUNT
CORRESPONDING CLASS
DATE
-------------
--------
----------------------
-------------------
------------------------
Class A-1
(1)
$212,182,000
Class A-1(10)
December 26, 2035
Class A-2
(2)
$245,500,000
Class A-2(10)
December 26, 2035
</TABLE>
27
<TABLE>
TIER
REMIC V CLASS
INTEREST
INITIAL TIER PRINCIPAL
LATEST POSSIBLE MATURITY
DESIGNATION
RATE
AMOUNT
CORRESPONDING CLASS
DATE
-------------
--------
----------------------
-------------------
------------------------
Class A-3
(2)
$83,000,000
Class A-3(10)
December 26, 2035
Class A-4
(2)
$63,847,000
Class A-4(10)
December 26, 2035
Class M-1
(3)
$29,555,000
Class M-1(10)
December 26, 2035
Class M-2
(3)
$26,484,000
Class M-2(10)
December 26, 2035
Class M-3
(3)
$15,353,000
Class M-3(10)
December 26, 2035
Class M-4
(3)
$14,585,000
Class M-4(10)
December 26, 2035
Class M-5
(3)
$13,050,000
Class M-5(10)
December 26, 2035
Class M-6
(3)
$12,283,000
Class M-6(10)
December 26, 2035
Class B-1
(3)
$10,747,000
Class B-1(10)
December 26, 2035
Class B-2
(3)
$ 9,980,000
Class B-2(10)
December 26, 2035
Class B-3
(3)
$ 5,757,000
Class B-3(10)
December 26, 2035
Class B-4
(3)
$ 7,677,000
Class B-4(10)
December 26, 2035
Class X-1(9)
(4)
(4)
Class X(11)
December 26, 2035
Class X-2(9)
(5)
(6)
Class X(11)
December 26, 2035
Class V-I1
(7)
(7)
Class I-1
December 25, 2005
Class V-I2
(7)
(7)
Class I-2
December 25, 2006
Class V-I3
(7)
(7)
Class I-3
December 25, 2007
Class V-I4
(7)
(7)
Class I-4
December 25, 2008
Class V-I5
(7)
(7)
Class I-5
December 25, 2009
Class V-I6
(7)
(7)
Class I-6
February 25, 2010
Class R-V
(8)
(8)
Class R
</TABLE>
(1)
The Class A-1 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, (b) Group I REMIC
Rate less
the Premium Rate or (c) REMIC Adjusted WAC Cap less the Premium
Rate.
(2)
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, (b) Group II REMIC Rate or (c)
REMIC
Adjusted WAC Cap.
28
(3)
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 (b) REMIC Adjusted WAC Cap.
(4)
The Class X-1 Interest has an initial principal balance of
$17,656,090 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 Accounts 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
Premium 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.
(5)
The Class X-2 Interest is entitled to all distributions of interest
on the
Class IV-N Interest.
(6)
The Class X-2 Interest will have a notional principal balance equal
to the
notional principal balance of the Class IV-N Interest.
(7)
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.
(8)
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.
(9)
The Class X Certificates will represent two REMIC V Regular
Interests, the
Class X-1 and Class X-2 Interests.
(10) 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 Securities Administrator 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
29
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:
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, Class A-4
and Subordinated Certificates.
Non-Delay Certificates..........
Class A-1, Class A-2, Class A-3, Class A-4,
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.
30
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 each Servicer and any
Mortgage Loan, those mortgage servicing practices set forth in
Section 3.01.
Account: Any of the Capitalized Interest Account, the Collection
Accounts, the Distribution Account, any Escrow Account, the Excess
Reserve Fund
Account, the Swap Account, the Insurance Payment Account, the
Pre-Funding
Accounts 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 August 30, 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 February 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, the Securities Administrator and the
Certificate
Insurer that the Unaffiliated Seller desires to make a Subsequent
Transfer.
31
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 August 30, 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.
32
Amount Held for Future Distribution: As to the Certificates on any
Distribution Date, the aggregate amount held in each Collection
Account at the
close of business on the related Determination Date on account of
(i) Principal
Prepayments, Insurance Proceeds, Condemnation Proceeds and
Liquidation Proceeds
on the Mortgage Loans received after the end of the related
Prepayment Period
and (ii) all Scheduled Payments on the Mortgage Loans due after the
end of the
related Due Period.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate Class Certificate
Balance of the
LIBOR Certificates after distributions of principal on such
Distribution Date
exceeds the aggregate Stated Principal Balance of the Mortgage
Loans for such
Distribution Date.
Appraised Value: The value set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as the
value of the
Mortgaged Property.
Assignment 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 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 Platinum Assignment Agreement,
the ResMae
Assignment Agreement or the Rose 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 Securities
Administrator (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
Servicers 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 Servicers during the related
Prepayment Period
and remitted to the Master Servicer, including all partial or full
prepayments,
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds
(excluding
Prepayment Charges), (iii) Compensating Interest payments from the
Servicers to
the Master Servicer in respect of Prepayment Interest Shortfalls
for that
Distribution Date, (iv) for any Distribution Date on or prior to
November 25,
2005, 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 Accounts, (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 the Trust Fund
pursuant to
Section 9.01(a)
33
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 Master Servicer, the Securities Administrator, the Servicers,
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 Group I Loan Cap or the Group II Loan
Cap, as
applicable, 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, the
Group I Loan Cap or the Group II Loan Cap, as applicable, 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 Group I REMIC Rate or the Group II REMIC
Rate, as
applicable, 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, the Group I REMIC Rate or the Group II REMIC
Rate, as
applicable, 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.
34
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 Servicers' servicing operations are located, (c) the
State in which
the Securities Administrator's or Master Servicer'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 Securities Administrator pursuant to Section
3.07(e) in
the name of the Securities Administrator for the benefit of the
LIBOR
Certificateholders and designated "JPMorgan Chase Bank, N.A., in
trust for
registered holders of IXIS Real Estate Capital Trust 2005-HE3,
Mortgage
Pass-Through Certificates, Series 2005-HE3".
Capitalized Interest Requirement: With respect to the Distribution
Dates occurring in September 2005, October 2005 and November 2005,
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 Securities
Administrator 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.
35
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 Securities Administrator 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 August 30, 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, Class A-3 and Class
A-4 Certificates.
Class A Principal Allocation Percentage: With respect to any
Distribution Date, the percentage equivalent of a fraction,
determined as
follows: (i) in the case of the Class A-1 Certificates the
numerator of which is
(x) the portion of the Principal Remittance Amount for such
Distribution Date
that is attributable to principal received or advanced on the Group
I Mortgage
Loans and the denominator of which is (y) the Principal Remittance
Amount for
such Distribution Date and (ii) in the case of the Class A
Sequential
Certificates, the numerator of which is (x) the portion of the
Principal
Remittance Amount for such Distribution Date that is attributable
to principal
received or advanced on the Group II Mortgage Loans and the
denominator of which
is (y) the Principal Remittance Amount for such Distribution Date.
36
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) 57.50% of the Current
Maximum
Amount and (B) the excess, if any, of the Current Maximum Amount
over
$3,838,280.
Class A Sequential Certificates: Collectively, the Class A-2
Certificates, the Class A-3 Certificates and the Class A-4
Certificates.
Class A-1 Certificates: All Certificates bearing the class
designation
of "Class A-1."
Class A-1 Certificate Insurer: Financial Security Assurance Inc., a
financial guaranty insurance company organized and created under
the laws of the
State of New York, and any successors thereto.
Class A-1 Certificate Insurer Default: The existence and
continuance
of any of the following:
(a) the Class A-1 Certificate Insurer shall have failed to make a
required payment when due under the Certificate Insurance Policy;
(b) the Class A-1 Certificate Insurer shall have (i) filed a
petition
or commenced any case or proceeding under any provision or chapter
of the United
States Bankruptcy Code, the New York State Insurance Law or any
other similar
federal or state law relating to insolvency, bankruptcy,
rehabilitation,
liquidation, or reorganization, (ii) made a general assignment for
the benefit
of its creditors or (iii) had an order for relief entered against
it under the
United States Bankruptcy Code, the New York State Insurance Law or
any other
similar federal or state law relating to insolvency, bankruptcy,
rehabilitation,
liquidation, or reorganization that is final and nonappealable; or
(c) a court of competent jurisdiction, the New York Department of
Insurance or any other competent regulatory authority shall have
entered a final
and nonappealable order, judgment or decree (i) appointing a
custodian, trustee,
agent, or receiver for the Class A-1 Certificate Insurer or for all
or any
material portion of its property or (ii) authorizing the taking of
possession by
a custodian, trustee, agent, or receiver of the Class A-1
Certificate Insurer or
of all or any material portion of its property.
Class A-1 Certificate Insurance Policy: The Financial Guaranty
Insurance Policy No. 51670-N and all endorsements thereto dated the
Closing
Date, issued by the Class A-1 Certificate Insurer for the benefit
of the Class
A-1 Certificateholders.
Class A-1 Deficiency: With respect to any Distribution Date and the
Class A-1 Certificates, an amount equal to the sum of:
(i) the Class A-1 Interest Deficit Amount; plus
37
(ii) the Class A-1 Principal Parity Amount, if any, for such
Distribution Date; and
(iii) the Class Certificate Balance of the Class A-1 Certificates
to
the extent unpaid on the Final Scheduled Distribution Date (after
giving
effect to any Class A-1 Principal Parity Amounts paid by the Class
A-1
Certificate Insurer prior to such date) or, if earlier, the date on
which
the final distribution is made to the Class A-1 Certificateholders
pursuant
to Article IX, in each case after giving effect to all
distributions made
on such date from sources other than the Certificate Insurance
Policy for
the Class A-1 Certificates.
Class A-1 Interest Deficit Amount: With respect to any Distribution
Date and the Class A-1 Certificates, the product of (i) the
Interest Deficit
Amount and (ii) a fraction, the numerator of which is the
outstanding Class
Certificate Balance of the Class A-1 Certificates on such
Distribution Date, and
the denominator of which is the aggregate outstanding Class
Certificate Balances
of all Class A Certificates on such Distribution Date, in each
case, without
taking into account any reduction of principal on such Certificates
on such
Distribution Date.
Class A-1 Principal Parity Amount: With respect to any Distribution
Date, the product of (i) the Principal Parity Deficit and (ii) a
fraction, the
numerator of which is the initial Class Certificate Balance of the
Class A-1
Certificates, and the denominator of which is the initial aggregate
Class
Certificate Balances of all Class A Certificates.
Class A-2 Certificates: All Certificates bearing the class
designation
of "Class A-2."
Class A-3 Certificates: All Certificates bearing the class
designation
of "Class A-3."
Class A-4 Certificates: All Certificates bearing the class
designation
of "Class A-4."
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
38
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) 89.30% of the Current Maximum Amount and (B) the
excess, if any,
of the Current Maximum Amount over $3,838,280.
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
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) 91.90% of the Current
Maximum
Amount and (B) the excess, if any, of the Current Maximum Amount
over
$3,838,280.
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
39
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) 93.40% of the Current Maximum Amount and (B) the
excess, if any,
of the Current Maximum Amount over $3,838,280.
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 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) 95.40% of the Current Maximum Amount and (B) the
excess, if any,
of the Current Maximum Amount over $3,838,280.
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.
40
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 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) 65.20% of the Current Maximum Amount and (B) the excess, if
any, of the
Current Maximum Amount over $3,838,280.
Class M-2 Certificates: All Certificates bearing the class
designation
of "Class M-2."
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date, 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) 72.10% of the Current
Maximum
Amount and (B) the excess, if any, of the Current Maximum Amount
over
$3,838,280.
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) 76.10%
of the Current Maximum Amount and (B) the excess, if any, of the
Current Maximum
Amount over $3,838,280.
Class M-4 Certificates: All Certificates bearing the class
designation
of "Class M-4".
41
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) 79.90% of the Current
Maximum
Amount and (B) the excess, if any, of the Current Maximum Amount
over
$3,838,280.
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 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) 83.30% of
the Current Maximum Amount and (B) the excess, if any, of the
Current Maximum
Amount over $3,838,280.
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
42
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) 86.50%
of the Current Maximum Amount and (B) the excess, if any, of the
Current Maximum
Amount over $3,838,280.
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 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: August 30, 2005.
Code: The Internal Revenue Code of 1986, including any successor or
amendatory provisions.
Collection Accounts: 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 Servicers 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 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 IX0503, facsimile no.
(714)247-6470
and which is the address to which notices to and correspondence
with the Trustee
should be directed.
43
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, Class III-D1a-c
September 2005
---------------------------------------------------------------------------
Class III-C2a-c, Class III-D2a-c
October 2005
---------------------------------------------------------------------------
Class III-C3a-c, Class III-D3a-c
November 2005
---------------------------------------------------------------------------
Class III-C4a-c, Class III-D4a-c
December 2005
---------------------------------------------------------------------------
Class III-C5a-c, Class III-D5a-c
January 2006
---------------------------------------------------------------------------
Class III-C6a-c, Class III-D6a-c
February 2006
---------------------------------------------------------------------------
Class III-C7a-c, Class III-D7a-c
March 2006
---------------------------------------------------------------------------
Class III-C8a-c, Class III-D8a-c
April 2006
---------------------------------------------------------------------------
Class III-C9a-c, Class III-D9a-c
May 2006
---------------------------------------------------------------------------
Class III-C10a-c, Class III-D10a-c
June 2006
---------------------------------------------------------------------------
Class III-C11a-c, Class III-D11a-c
July 2006
---------------------------------------------------------------------------
Class III-C12a-c, Class III-D12a-c
August 2006
---------------------------------------------------------------------------
Class III-C13a-c, Class III-D13a-c
September 2006
---------------------------------------------------------------------------
Class III-C14a-c, Class III-D14a-c
October 2006
---------------------------------------------------------------------------
Class III-C15a-c, Class III-D15a-c
November 2006
---------------------------------------------------------------------------
Class III-C16a-c, Class III-D16a-c
December 2006
---------------------------------------------------------------------------
Class III-C17a-c, Class III-D17a-c
January 2007
---------------------------------------------------------------------------
Class III-C18a-c, Class III-D18a-c
February 2007
---------------------------------------------------------------------------
Class III-C19a-c, Class III-D19a-c
March 2007
---------------------------------------------------------------------------
Class III-C20a-c, Class III-D20a-c
April 2007
---------------------------------------------------------------------------
44
---------------------------------------------------------------------------
Class III-C21a-c, Class III-D21a-c
May 2007
---------------------------------------------------------------------------
Class III-C22a-c, Class III-D22a-c
June 2007
---------------------------------------------------------------------------
Class III-C23a-c, Class III-D23a-c
July 2007
---------------------------------------------------------------------------
Class III-C24a-c, Class III-D24a-c
August 2007
---------------------------------------------------------------------------
Class III-C25a-c, Class III-D25a-c
September 2007
---------------------------------------------------------------------------
Class III-C26a-c, Class III-D26a-c
October 2007
---------------------------------------------------------------------------
Class III-C27a-c, Class III-D27a-c
November 2007
---------------------------------------------------------------------------
Class III-C28a-c, Class III-D28a-c
December 2007
---------------------------------------------------------------------------
Class III-C29a-c, Class III-D29a-c
January 2008
---------------------------------------------------------------------------
Class III-C30a-c, Class III-D30a-c
February 2008
---------------------------------------------------------------------------
Class III-C31a-c, Class III-D31a-c
March 2008
---------------------------------------------------------------------------
Class III-C32a-c, Class III-D32a-c
April 2008
---------------------------------------------------------------------------
Class III-C33a-c, Class III-D33a-c
May 2008
---------------------------------------------------------------------------
Class III-C34a-c, Class III-D34a-c
June 2008
---------------------------------------------------------------------------
Class III-C35a-c, Class III-D35a-c
July 2008
---------------------------------------------------------------------------
Class III-C36a-c, Class III-D36a-c
August 2008
---------------------------------------------------------------------------
Class III-C37a-c, Class III-D37a-c
September 2008
---------------------------------------------------------------------------
Class III-C38a-c, Class III-D38a-c
October 2008
---------------------------------------------------------------------------
Class III-C39a-c, Class III-D39a-c
November 2008
---------------------------------------------------------------------------
Class III-C40a-c, Class III-D40a-c
December 2008
---------------------------------------------------------------------------
Class III-C41a-c, Class III-D41a-c
January 2009
---------------------------------------------------------------------------
Class III-C42a-c, Class III-D42a-c
February 2009
---------------------------------------------------------------------------
Class III-C43a-c, Class III-D43a-c
March 2009
---------------------------------------------------------------------------
Class III-C44a-c, Class III-D44a-c
April 2009
---------------------------------------------------------------------------
45
---------------------------------------------------------------------------
Class III-C45a-c, Class III-D45a-c
May 2009
---------------------------------------------------------------------------
Class III-C46a-c, Class III-D46a-c
June 2009
---------------------------------------------------------------------------
Class III-C47a-c, Class III-D47a-c
July 2009
---------------------------------------------------------------------------
Class III-C48a-c, Class III-D48a-c
August 2009
---------------------------------------------------------------------------
Class III-C49a-c, Class III-D49a-c
September 2009
---------------------------------------------------------------------------
Class III-C50a-c, Class III-D50a-c
October 2009
---------------------------------------------------------------------------
Class III-C51a-c, Class III-D51a-c
November 2009
---------------------------------------------------------------------------
Class III-C52a-c, Class III-D52a-c
December 2009
---------------------------------------------------------------------------
Class III-C53a-c, Class III-D53a-c
January 2010
---------------------------------------------------------------------------
Corresponding REMIC V Interest: As described in the Preliminary
Statement.
Countrywide: Countrywide Home Loans Servicing LP, a Texas limited
partnership.
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
------------------------------
-----------------------------------------------
September 2007 through August
1.500% for the first month, plus an additional
2008
1/12th of 1.750% for each month thereafter
(e.g., 2.375% in March 2008)
September 2008 through August
3.250% for the first month, plus an additional
2009
1/12th of 1.750% for each month thereafter
(e.g., 4.125% in March
2009)
46
DISTRIBUTION DATE OCCURRING IN
CUMULATIVE LOSS PERCENTAGE
------------------------------
-----------------------------------------------
September 2009 through August
5.000% for the first month, plus an additional
2010
1/12th of 1.500% for each month thereafter
(e.g., 5.750% in March 2010)
September 2010 through August
6.500% for the first month, plus an additional
2011
1/12th of 1.000% for each month thereafter
(e.g., 7.000% in March 2011)
September 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 November 25, 2005,
the Pre-Funding
Amount immediately prior to such Distribution Date, net of
investment earnings
on deposit therein.
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, August 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 August 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
47
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.
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 38.00% of the prior
period's Senior
Enhancement Percentage.
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
48
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.
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 Servicer 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 Securities Administrator pursuant to Section
3.07(d) in the
name of the Securities Administrator for the benefit of the
Certificateholders
and designated "JPMorgan Chase Bank, N.A., in trust for registered
holders of
IXIS Real Estate Capital Trust 2005-HE3, Mortgage Pass-Through
Certificates,
Series 2005-HE3". 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 September
2005.
Document Certification and Exception Report: The report attached to
Exhibit F hereto.
Due Date: The day of the month on which the Scheduled Payment is
due
on a Mortgage Loan, exclusive of any days of grace.
49
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 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 Servicers and the Securities Administrator) 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 Servicers and the Securities Administrator).
Encore: Encore Credit Corporation, a California corporation, and
its
successors in interest.
Encore Assignment Agreement: The Assignment and Recognition
Agreement,
dated as of August 30, 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.
50
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 Securities Administrator pursuant to Sections
3.07(b) and
3.07(c) in the name of the Securities Administrator, on behalf of
the
Supplemental Interest Trust, for the benefit of the Holders of the
Regular
Certificates and designated "JPMorgan Chase Bank, N.A., in trust
for registered
holders of IXIS Real Estate Capital Trust 2005-HE3, Mortgage
Pass-Through
Certificates, Series 2005-HE3". 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 Rates and the Securities Administrator
and Master
Servicer Fee Rate.
Expense Fees: As to each Mortgage Loan, the sum of the Servicing
Fees
and the Securities Administrator and Master Servicer 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.
51
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 applicable Servicer that all Insurance
Proceeds,
Condemnation Proceeds, Liquidation Proceeds and other payments or
recoveries
which such Servicer, in its reasonable good faith judgment, expects
to be
finally recoverable in respect thereof have been so recovered. The
applicable
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:
FINAL SCHEDULED
DISTRIBUTION DATE
-----------------
Class A-1 Certificates......................................
December 26, 2035
Class A-2 Certificates......................................
December 26, 2035
Class A-3 Certificates......................................
December 26, 2035
Class A-4 Certificates......................................
December 26, 2035
Class M-1 Certificates......................................
December 26, 2035
Class M-2 Certificates......................................
December 26, 2035
Class M-3 Certificates......................................
December 26, 2035
Class M-4 Certificates......................................
December 26, 2035
Class M-5 Certificates......................................
December 26, 2035
Class M-6 Certificates......................................
December 26, 2035
Class B-1 Certificates......................................
December 26, 2035
Class B-2 Certificates......................................
December 26, 2035
Class B-3 Certificates......................................
December 26, 2035
Class B-4 Certificates......................................
December 26, 2035
Class X Certificates........................................
December 26, 2035
Class P Certificates........................................
December 26, 2035
Class R Certificates........................................
December 26, 2035
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 August 30, 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,
52
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 August 30, 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.
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 August 30, 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
53
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-HE3, or such other address as Fitch may hereafter
furnish to the
Depositor, the Securities Administrator, the Trustee and the
Servicers.
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 August 30, 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.
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.
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.
Group I Allocation Percentage: With respect to any Distribution
Date,
the percentage equivalent of a fraction, (i) the numerator of which
is the Group
I Principal Remittance Amount for such Distribution Date, and (ii)
the
denominator of which is the Principal Remittance Amount for such
Distribution
Date.
Group I Initial Pre-Funded Amount: $48,567,189.
Group I Interest Remittance Amount: With respect to any
Distribution
Date, the portion of the Interest Remittance Amount that was
collected or
advanced on the Group I Mortgage Loans.
Group I Loan Cap: The per annum rate equal to the product of (i)
the
weighted average gross rate of the Group I Mortgage Loans then in
effect on the
beginning of the related Due Period, less the applicable Expense
Fee Rate less
the Premium Rate in respect of the Class A-1 Certificates and
further reduced by
the product of the Group I Allocation Percentage and the Swap
Payment and (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.
54
Group I Mortgage Loans: The Mortgage Loans allocated to Group I
which
primarily support the Class A-1 Certificates, as initially set
forth on Schedule
I hereto.
Group I Pre-Funding Account: The separate Eligible Account created
and
maintained by the Securities Administrator pursuant to Section
3.07(f) in the
name of the Securities Administrator, on behalf of the Trustee, for
the benefit
of the Certificateholders, and designated "JPMorgan Chase Bank, in
trust for
registered holders of IXIS Real Estate Capital Trust 2005-HE3,
Mortgage
Pass-Through Certificates, Series 2005-HE3," the funds of which,
during the
Pre-Funding Period, shall be applied solely to the purchase of
Group I
Subsequent Mortgage Loans.
Group I Principal Remittance Amount: With respect to any
Distribution
Date, that portion of the Principal Remittance Amount for such
Distribution Date
that was collected or advanced on the Group I Mortgage Loans.
Group I REMIC III Net WAC: The weighted average of the interest
rates
on the Class II-C1 through Class II-C53 Interests and the Class
II-J1 Interests.
Group I REMIC IV Net WAC: The weighted average of the interest
rates
on the Class III-C1a through Class III-C53a, Class III-C1b through
Class
III-C53b Interests and the Class III-J1 Interests.
Group I REMIC Rate: The interest rate on the Class IV-J1 Interest.
Group I Subsequent Mortgage Loans: The Mortgage Loans hereafter
transferred and assigned to the Trust Fund and allocated to Group I
pursuant to
Section 2.01(c), each of which shall have been purchased by the
Unaffiliated
Seller under a Mortgage Loan Purchase Agreement.
Group II Allocation Percentage: With respect to any Distribution
Date,
the percentage equivalent of a fraction, (i) the numerator of which
is the Group
II Principal Remittance Amount for such Distribution Date and (ii)
the
denominator of which is the Principal Remittance Amount for such
Distribution
Date.
Group II Initial Pre-Funded Amount: $89,591,973.
Group II Interest Remittance Amount: With respect to any
Distribution
Date, the portion of the Interest Remittance Amount that was
collected or
advanced on the Group II Mortgage Loans.
Group II Loan Cap: The per annum rate equal to the product of (i)
the
weighted average gross rate of the Group II Mortgage Loans then in
effect on the
beginning of the related Due Period, less the applicable Expense
Fee Rate and
further reduced by the product of the Group II Allocation
Percentage and the
Swap Payment and (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.
55
Group II Mortgage Loans: The Mortgage Loans allocated to Group II
which primarily support the Class A-2, Class A-3 and Class A-4
Certificates, as
initially set forth on Schedule I hereto.
Group II Pre-Funding Account: The separate Eligible Account created
and maintained by the Securities Administrator pursuant to Section
3.07(f) in
the name of the Securities Administrator, on behalf of the Trustee,
for the
benefit of the Certificateholders, and designated "JPMorgan Chase
Bank, in trust
for registered holders of IXIS Real Estate Capital Trust 2005-HE3,
Mortgage
Pass-Through Certificates, Series 2005-HE3," the funds of which,
during the
Pre-Funding Period, shall be applied solely to the purchase of
Group II
Subsequent Mortgage Loans.
Group II Principal Remittance Amount: With respect to any
Distribution
Date, that portion of the Principal Remittance Amount for such
Distribution Date
that was collected or advanced on the Group II Mortgage Loans.
Group II REMIC III Net WAC: The weighted average of the interest
rates
on the Class II-D1 through Class II-D53 Interests and the Class
II-J2 Interests.
Group II REMIC IV Net WAC: The weighted average of the interest
rates
on the Class III-D1a through Class III-D53a, Class III-D1b through
Class
III-D53b Interests and the Class III-J2 Interests.
Group II REMIC Rate: The interest rate on the Class IV-J2 Interest.
Group II Subsequent Mortgage Loans: The Mortgage Loans hereafter
transferred and assigned to the Trust Fund and allocated to Group
II pursuant to
Section 2.01(c), each of which shall have been purchased by the
Unaffiliated
Seller under a Mortgage Loan Purchase Agreement.
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 August 30, 2005, by and among the
Unaffiliated Seller,
the Depositor
56
and Homeowners, and each other Assignment and Recognition Agreement
by and among
the 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.
I & I Payments: Payments due and owing under the Insurance and
Indemnity Agreement.
Impac: Impac Funding Corporation, a California corporation, and its
successors in interest.
Impac Assignment Agreement: The Assignment and Recognition
Agreement,
dated as of August 30, 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 February 7, 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: August 1, 2005.
Initial Mortgage Loans: The Mortgage Loans delivered by the
Depositor
on the Startup Date.
Initial Pre-Funded Amount: The sum of the Group I Initial
Pre-Funded
Amount and the Group II Initial Pre-Funded Amount.
Insurance and Indemnity Agreement: The Insurance and Indemnity
Agreement dated as of August 1, 2005 among the Class A-1
Certificate Insurer,
the Servicers, the Master Servicer and the Unaffiliated Seller, as
such
agreement may be amended or supplemented in accordance with the
provisions
thereof.
57
Insurance Payment Account: The separate Eligible Account created
and
maintained by the Securities Administrator pursuant to Section
4.05(c) in the
name of the Securities Administrator for the benefit of the Class
A-1
Certificateholders and Class A-1 Certificate Insurer, and
designated "JPMorgan
Chase Bank, N.A., in trust for Financial Security Assurance Inc.
and the
registered holders of IXIS Real Estate Capital Trust 2005-HE3,
Mortgage
Pass-Through Certificates, Series 2005-HE3."
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.
Insured Payment: With respect to any Distribution Date, the amount
of
the Class A-1 Deficiency for that Distribution Date.
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 ending on the day
immediately
preceding the current Distribution Date (on an actual/360 day count
basis).
Interest Deficit Amount: With respect to any Distribution Date, the
excess of (i) the aggregate Accrued Certificate Interest for all
Classes of the
Class A Certificates on such Distribution Date, over (ii) an amount
of Available
Funds allocated to pay such aggregate Accrued Certificate Interest
pursuant to
Section 4.02(a)(i)(B).
Interest Rate Swap Agreement: The Interest Rate Swap Agreement
dated
as of August 30, 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 Master Servicer from the Servicers 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 each Servicer
on or prior
to the related Remittance Date;
(ii) Compensating Interest paid by each Servicer on such Remittance
Date;
(iii) the interest component of all Substitution Adjustment Amounts
and Repurchase Prices received by each Servicer during the related
Prepayment
Period;
(iv) the interest component of all Condemnation Proceeds, Insurance
Proceeds and Liquidation Proceeds received by each 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
58
(v) the interest component of the proceeds of any termination of
the
Trust Fund;
reduced by the Securities Administrator and Master Servicer Fee and
Servicing Fee for the related Prepayment Period 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 each
Servicer, or
the Trustee and Custodian 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.
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.
Late Payment Rate: Has the meaning ascribed thereto in the
Insurance
and Indemnity Agreement.
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 August 30, 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.
59
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 Securities Administrator
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 Securities
Administrator 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 Securities Administrator, 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.
Lime Financial Assignment Agreement: The Assignment and Recognition
Agreement, dated as of August 30, 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 Lenders 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
applicable Servicer has certified to the Securities Administrator
and the Master
Servicer that it has received all amounts
60
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 August 30, 2005, by and among the
Unaffiliated Seller,
the Depositor and Master Financial, and each other Assignment and
Recognition
Agreement by and among the 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.
Master Servicer: JPMorgan Chase Bank, N.A., a banking association
organized under the laws of the United States, and its successors
in interest
and, if a successor master servicer is appointed hereunder, such
successor
master servicer.
Master Servicer Events of Default: As defined in Section 9.04.
61
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
and other parties as specified in and pursuant to Section 4.03(a).
Moody's: Moody's Investors Service, Inc, and its successors in
interest. If Moody's is designated as a Rating Agency in the
Preliminary
Statement, for purposes of Section 10.05(b) the address for notices
to Moody's
shall be Moody's Investors Service, Inc., 99 Church Street, New
York, New York
10007, Attention: Residential Mortgage Pass-Through Group, or such
other address
as Moody's may hereafter furnish to the Depositor, the Trustee, and
the
Servicers.
Mortgage: The mortgage, deed of trust or other instrument
identified
on the Mortgage Loan Schedule as securing a Mortgage Note.
Mortgage File: The items pertaining to a particular Mortgage Loan
contained in either the Servicing File or Custodial File.
Mortgage Loan: An individual Mortgage Loan which is the subject of
this Agreement, each Mortgage Loan originally sold and subject to
this Agreement
being identified on the Mortgage Loan Schedule, which Mortgage Loan
includes,
without limitation, the Mortgage File, the Scheduled Payments,
Principal
Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds,
REO Disposition proceeds, Prepayment Charges,
62
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 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
Platinum Purchase Agreement, the ResMae Purchase Agreement or the
Rose 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 is a Group I Mortgage Loan or Group II Mortgage Loan; (22) the
Mortgage
Loan has been 30 days Delinquent since the applicable Servicing
Transfer Date;
and (23) 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.
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.
63
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 August 30, 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 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 Swap
Agreement.
NIM Issuer: Any entity established as the issuer of a series of NIM
Securities.
NIM Indenture: The Indenture, dated as of [_], 2005, between IXIS
Real
Estate Capital Inc. NIM Trust 2005-HE3N, as issuer, and JPMorgan
Chase Bank,
N.A., 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.
64
Nonrecoverable P&I Advance: Any P&I Advance previously made
or
proposed to be made in respect of a Mortgage Loan or REO Property
that, in the
good faith business judgment of the applicable Servicer or the
Master Servicer
or any successor Master 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 applicable
Servicer, or the
Master Servicer or any successor Master 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
applicable Servicer or the Master Servicer or any successor Master
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 Securities
Administrator
and the Master Servicer.
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 August 30, 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.
Offered Certificates: As specified in the Preliminary Statement.
Officer's Certificate: A certificate signed by an officer of each
Servicer with responsibility for the servicing of the Mortgage
Loans required to
be serviced by such Servicer and listed on a list delivered to the
Securities
Administrator pursuant to this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be
in-house
counsel for a Servicer or the Subservicer, reasonably acceptable to
the Trustee,
the Securities Administrator and to the Class A-1 Certificate
Insurer; provided
that any Opinion of Counsel
65
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 related
Servicer of the Mortgage Loans, (ii) does not have any material
direct or
indirect financial interest in the related Servicer of the Mortgage
Loans or in
an affiliate of either and (iii) is not connected with the related
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 one or more of the Servicers 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 Servicers 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, (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 Homeowners
Mortgage Loan,
Homeowners, (x) with respect to any Impac Mortgage Loan or Novelle
Mortgage
Loan, Impac or Novelle, as applicable, (xi) with respect to any
Lenders Direct
Mortgage Loan, Lenders Direct, (xii) with respect to any Lime
Financial Mortgage
Loan, Lime Financial, (xiii) with respect to any Master Financial
Mortgage Loan,
Master Financial, (xiv) with respect to any NC Capital Mortgage
Loan, NC
Capital, (xv) with respect to any Platinum Mortgage Loan, Platinum,
(xvi) with
respect to any ResMae Mortgage Loan, ResMae, and (xvii) with
respect to any Rose
Mortgage Loan, Rose.
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 Securities
Administrator
or delivered to the Securities Administrator for cancellation; and
66
(ii) Certificates in exchange for which or in lieu of which other
Certificates have been executed and delivered by the Securities
Administrator
pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with
a
Stated Principal Balance greater than zero which was not the
subject of a
Principal Prepayment in Full prior to such Due Date and which did
not become a
Liquidated Mortgage Loan prior to such Due Date.
Ownership Interest: As to any Residual Certificate, any ownership
interest in such Certificate including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal
or beneficial.
P&I Advance: As to any Mortgage Loan or REO Property, any
advance made
by the applicable Servicer in respect of any Remittance Date 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, 0.2000%; Class A-2, 0.1100%; Class A-3,
0.2400%; Class
A-4, 0.3700%; Class M-1, 0.4800%; Class M-2, 0.4900%; Class M-3,
0.5100%; Class
M-4, 0.6100%; Class M-5, 0.6500%; Class M-6, 0.7100%; Class B-1,
1.18000%; Class
B-2, 1.3300%; Class B-3, 1.8000%; and Class B-4, 3.500%. On the
first
Distribution Date after the Optional Termination Date, the
Pass-Through Margins
shall increase to the following percentages: Class A-1, 0.4000%;
Class A-2,
0.2200%; Class A-3, 0.4800%; Class A-4, 0.7400%; Class M-1,
0.7200%; Class M-2,
0.7350%; Class M-3, 0.7650%; Class M-4, 0.9150%; Class M-5,
0.9750%; Class M-6,
1.0650%; Class B-1, 1.7700%; Class B-2, 1.9950%; Class B-3,
2.7000%; and Class
B-4, 5.2500%.
Pass-Through Rate: For any Distribution Date, the "Pass-Through
Rate"
for each class of LIBOR Certificates will be:
(i) for the Class A-1 certificates, a per annum rate equal to the
least of (1) One-Month LIBOR plus the related Pass-Through Margin
for that class
and that Distribution Date, (2) the WAC Cap and (3) the Group I
Loan Cap;
(ii) for the Class A Sequential certificates, a per annum rate
equal
to the least of (1) One-Month LIBOR plus the related Pass-Through
Margin for
that class and that Distribution Date, (2) the WAC Cap and (3) the
Group II Loan
Cap and
(iii) for the Class M certificates and the Class B certificates, 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
(2) the WAC
Cap.
67
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 Servicers, 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. Such
investments
in this subsection (vi) may include money market mutual funds or
common
trust funds, including, without limitation, the J.P. Morgan Prime
Money
Market Fund or any other fund for which JPMorgan Chase Bank, the
Trustee or
an affiliate thereof serves as an investment advisor,
administrator,
shareholder servicing agent, and/or custodian or subcustodian,
notwithstanding that (i) JPMorgan Chase Bank or an affiliate
thereof
charges and collects fees and expenses from such funds for services
rendered, (ii) JPMorgan Chase Bank or an affiliate thereof charges
and
collects fees and
68
expenses for services rendered pursuant to this Agreement, and
(iii)
services performed for such funds and pursuant to this Agreement
may
converge at any time. The Trustee specifically authorizes JPMorgan
Chase
Bank or an affiliate thereof to charge and collect from the Trust
Fund such
fees as are collected from all investors in such funds for services
rendered to such funds (but not to exceed investment earnings
thereon); and
(vii) if previously confirmed in writing to the Securities
Administrator and to the Class A-1 Certificate Insurer, any other
demand,
money market or time deposit, or any other obligation, security or
investment, as may be acceptable to the Rating Agencies as a
permitted
investment of funds backing "Aaa" or "AAA" rated securities;
provided, however, that no instrument described hereunder shall
evidence either
the right to receive (a) only interest with respect to the
obligations
underlying such instrument or (b) both principal and interest
payments derived
from obligations underlying such instrument and the interest and
principal
payments with respect to such instrument provide a yield to
maturity at par
greater than 120% of the yield to maturity at par of the underlying
obligations.
Permitted Transferee: Any Person other than (i) the United States,
any
State or political subdivision thereof, or any agency or
instrumentality of any
of the foregoing, (ii) a foreign government, international
organization or any
agency or instrumentality of either of the foregoing, (iii) an
organization
(except certain farmers' cooperatives described in section 521 of
the Code)
which is exempt from tax imposed by Chapter 1 of the Code
(including the tax
imposed by section 511 of the Code on unrelated business taxable
income) on any
excess inclusions (as defined in section 860E(c)(1) of the Code)
with respect to
any Residual Certificate, (iv) rural electric and telephone
cooperatives
described in section 1381(a)(2)(C) of the Code, (v) a Person that
is not a U.S.
Person, (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 August 30, 2005, by and among the
Unaffiliated Seller,
the Depositor and Platinum,
69
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.
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.
Preference Amount: Any amounts distributed in respect of the Class
A-1
Certificates that are recovered from any Holder of such
Certificates as a
voidable preference by a trustee in bankruptcy pursuant to the
United States
Bankruptcy Code or other similar law in accordance with a final,
nonappealable
order of a court having competent jurisdiction and which have not
theretofore
been repaid to such Holder.
Preference Claim: As defined in Section 4.05(f).
Pre-Funding Account: The Group I Pre-Funding Account and the Group
II
Pre-Funding Account, as applicable.
Pre-Funding Amount: With respect to any date, the amount on deposit
in
the Pre-Funding Accounts, which amount the Securities Administrator
shall
evidence to the Custodian upon request.
Pre-Funding Earnings: The actual investment earnings realized on
amounts deposited in the Pre-Funding Accounts.
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 Accounts (exclusive of any investment earnings)
is less than
$100,000, (ii) the date on which any Event of Default occurs and
(iii) November
24, 2005.
Pre-Funding Reserve Account: The separate Eligible Account created
and
maintained by the Securities Administrator pursuant to Section
3.07(j) in the
name of the Securities Administrator, for the benefit of the Class
X
Certificateholders and designated "JPMorgan Chase Bank, N.A., in
trust for
holders of IXIS Real Estate Capital Trust 2005-HE3, Mortgage
Pass-Through
Certificates, Series 2005-HE3, Class X".
Premium Amount: The product of (i) the Premium Rate and (ii) the
Certificate Balance of the Class A-1 Certificates immediately prior
to such
Distribution Date.
70
Premium Rate: The rate at which the "Premium" is determined as
described in a letter dated August 30, 2005 between the
Unaffiliated Seller and
the Class A-1 Certificate Insurer (a copy of which shall be
provided by the
Unaffiliated Seller to the Securities Administrator).
Prepayment Charge: Any prepayment premium, penalty or charge
collected
by a 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 a 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 a
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 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 Parity Deficit: With respect to any Distribution Date,
the
excess of (i) the aggregate Class Certificate Balances of the Class
A
Certificates on that Distribution Date, after taking into account
any reduction
(and with respect to the Class A-1 Certificates, as reduced by any
Class A-1
Principal Parity Amounts paid by the Class A-1 Certificate Insurer
prior to such
Distribution Date) of those Class Certificate Balances on that
Distribution
Date, less the excess of (a) any Principal Parity Deficits for all
prior
Distribution Dates over (b) any Class A-1 Principal Parity Amount
for all prior
Distribution Dates over (ii) the Current Maximum Amount for that
Distribution
Date. For the first Distribution Date, the Principal Parity Deficit
will equal
zero.
71
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 Servicers
on or prior to the related Determination Date or advanced by the
applicable
Servicer for the related Remittance Date and all Principal
Prepayments received
during the related Prepayment Period; (ii) 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
Servicers 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 any
Servicer is
entitled to be reimbursed pursuant to this Agreement.
Private Certificates: As specified in the Preliminary Statement.
Prospectus Supplement: The Prospectus Supplement, dated August 25,
2005, relating to the Offered Certificates.
PTCE 95-60: As defined in Section 5.02(b).
PUD: Planned Unit Development.
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
72
recognized statistical rating organization, or other comparable
Person, as is
designated by the Depositor, notice of which designation shall be
given to the
Trustee and the Securities Administrator. 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, the Securities Administrator, and the Servicers.
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 applicable
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.
Reimbursement Amount: As of any Distribution Date, the sum of
(a)(i)
all Insured Payments previously received by the Securities
Administrator and all
Preference Amounts previously paid by the Class A-1 Ceritificate
Insurer and in
each case not previously repaid to the Class A-1 Ceritificate
Insurer pursuant
to Section 4.02(a) plus (ii) interest accrued on each such Insured
Payment and
Preference Amounts not previously repaid calculated at the Late
Payment Rate
from the date the Securities Administrator received the related
Insured Payment
or Preference Amounts were paid by the Class A-1 Ceritificate
Insurer and (b)(i)
any amounts then due and owing to the Class A-1 Ceritificate
Insurer under the
Insurance and Indemnity Agreement (excluding the Premium Amount due
on such
Distribution Date), as certified to the Securities Administrator by
the Class
A-1 Ceritificate Insurer plus (ii) interest on such amounts at the
rate
specified in the Insurance and Indemnity Agreement. The Class A-1
Ceritificate
Insurer shall notify the Securities Administrator and the
Unaffiliated Seller of
the amount of any Reimbursement Amount.
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.
73
REMIC: A "real estate mortgage investment conduit" within the
meaning
of section 860D of the Code.
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 Premium Adjusted WAC Cap: The weighted average of the
interest
rates on the REMIC IV Accretion Directed Classes and the Class
IV-Accrual
Interest where the interest rate on the Class IV-A1 Interest is
first reduced by
two times the Premium Rate.
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 Accounts, the Swap
Account, the
Pre-Funding Reserve Account, the Capitalized Interest Account and
the Interest
Rate Swap Agreements.
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 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-C53a, Class III-C1b through Class
III-C53b,
Class III-D1a through Class III-D53a, Class III-D1b through Class
III-D53b,
Class III-J1 and Class III-J2 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
74
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 applicable Servicer of any
REO
Property.
REO Imputed Interest: As to any REO Property, for any period, an
amount equivalent to interest (at the Mortgage Rate net of the
Servicing Fee
Rate that would have been applicable to the related Mortgage Loan
had it been
outstanding) on the unpaid principal balance of the Mortgage Loan
as of the date
of acquisition thereof (as such balance is reduced pursuant to
Section 3.17 by
any income from the REO Property treated as a recovery of
principal).
REO 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 Servicers, the Trustee, the
Custodian, the
Class A-1 Certificate Insurer, the Securities Administrator, the
Master Servicer
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 a
Servicer
to the Trustee, the Securities Administrator 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 August 30, 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.
75
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.
Responsible Officer: When used with respect to the Trustee, the
Master
Servicer or the Securities Administrator, as applicable, any vice
president, any
assistant vice president, any assistant secretary, any assistant
treasurer or
any other officer of the Trustee, the Master Servicer or the
Securities
Administrator, as applicable, 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, in each case, 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 August 30, 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
76
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 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.
Securities Administrator: JPMorgan Chase Bank, N.A., a banking
association organized under the laws of the United States, and its
successors
and assigns, in its capacity as Securities Administrator hereunder.
Securities Administrator and Master Servicer Fee: With respect to
any
Distribution Date, an amount equal to the product of (a)
one-twelfth of the
Securities Administrator and Master Servicer Fee Rate and (b) the
sum of (i) the
Stated Principal Balance of the Mortgage Loans as of the prior
Distribution Date
(or as of the Cut-off Date in the case of the first Distribution
Date) and (ii)
the Pre-Funding Amount.
Securities Administrator and Master Servicer Fee Rate: With respect
to
each Mortgage Loan, 0.0065% per annum.
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 for such Distribution Date) by (y) the Current
Maximum
Amount for that Distribution Date.
Senior Specified Enhancement Percentage: As of any date of
determination, 42.50%.
Servicer: Each of Countrywide and Saxon, each in its capacity as a
Servicer hereunder.
Servicer Remittance Report: As defined in Section 4.03(d).
77
Servicing Advances: The reasonable "out-of-pocket" costs and
expenses
(including legal fees) incurred by the applicable Servicer in the
performance of
its servicing obligations in connection with a default, delinquency
or other
unanticipated event, including, but not limited to, the cost of (i)
the
preservation, restoration, inspection and protection of a Mortgaged
Property,
(ii) any enforcement, administrative or judicial proceedings,
including
foreclosures and litigation, in respect of a particular Mortgage
Loan, (iii) the
management (including reasonable fees in connection therewith) and
liquidation
of any REO Property and (iv) the performance of its obligations
under 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 applicable Servicer in connection with executing
and recording
instruments of satisfaction, deeds of reconveyance or Assignments
of Mortgage in
connection with any foreclosure in respect of any Mortgage Loan to
the extent
not recovered from the Mortgagor or otherwise payable under this
Agreement. No
Servicer shall be required to make any Nonrecoverable Servicing
Advances.
Servicing Fee: With respect to each Servicer and 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 during which the Mortgage Loan is
serviced by such
Servicer under this Agreement. The Servicing Fee is payable solely
from, the
interest portion (including recoveries with respect to interest
from Liquidation
Proceeds, Insurance Proceeds, Condemnation Proceeds and proceeds
received with
respect to REO Properties, to the extent permitted by Section 3.11)
of such
Scheduled Payment collected by such Servicer, or as otherwise
provided under
Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan, 0.50% per
annum.
Servicing File: With respect to each Mortgage Loan, the file
retained
by the applicable Servicer consisting of originals or copies of all
documents in
the Mortgage File which are not delivered to the 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 either 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, the Securities Administrator, the Master Servicer and
the Custodian
by such 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 Countrywide or Saxon commenced servicing such Mortgage
Loan, as set
forth on the Mortgage Loan Schedule.
78
Specified Subordinated Amount: With respect to any Distribution
Date
prior to the Stepdown Date, an amount equal to 2.30% of the Maximum
Pool
Principal Balance; and with respect to any Distribution Date on and
after the
Stepdown Date, an amount equal to 4.60% 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-HE3, or such other address as Standard & Poor's may
hereafter furnish to
the Depositor, the Trustee, the Securities Administrator and the
Servicers.
Standard & Poor's Glossary: The Standard & Poor's
LEVELS(R)Glossary,
as may be in effect from time to time.
Startup Day: 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
Securities Administrator with respect to the related Mortgage Loan
representing
payments or recoveries of principal, including Advances in respect
of Scheduled
Payments of principal. For purposes of any Distribution Date, the
Stated
Principal Balance of any Mortgage Loan will give effect to any
Scheduled
Payments of principal received by the related Servicer on or prior
to the
related Determination Date or advanced by the related Servicer
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 September 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.
79
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 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).
80
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.
Supplemental Interest Trust: IXIS Real Estate Capital Supplemental
Interest Trust 2005-HE3 established pursuant to Section 2.01(d).
Swap Account: The separate Eligible Account created and maintained
by
the Securities Administrator pursuant to Section 3.07(m) in the
name of the
Securities Administrator, on behalf of the Supplemental Interest
Trust, for the
benefit of the Certificateholders and the Swap Provider, and
designated
"JPMorgan Chase Bank, N.A. in trust for registered holders of IXIS
Real Estate
Capital Trust 2005-HE3, Mortgage Pass-Through Certificates, Series
2005-HE3 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 Accounts,
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).
81
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 Servicers on or prior to the related Determination Date
(other than
Prepayment Interest Excesses) or advanced by the Servicers for the
related
Remittance Date (net of Expense Fees) over (ii) the sum of the
amounts payable
to the LIBOR Certificates and to the Class A-1 Certificate Insurer
pursuant to
Section 4.02(a)(i) and Net Swap Payments to the Swap Provider on
such
Distribution Date.
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; (vi) the Certificate Insurance Policy, and
(vii) 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.
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.
82
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 in the case of the Class A-1
Certificates, minus
the Premium Rate and (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.
83
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 acquired pursuant to the Unaffiliated Seller's
Agreement,
which contains, among other representations and warranties, a
representation and
warranty of the Unaffiliated Seller that no Mortgage Loan is a
"High-Cost Home
Loan" as defined in the New Jersey Home Ownership Act to the extent
originated
on or after November 27, 2003) (which the Depositor is required
hereunder to
have acquired pursuant to Subsequent Transfer Agreements) and (iii)
Substitute
Mortgage Loans (which the Depositor acquired pursuant to the
Unaffiliated
Seller's Agreement, which contains, among other representations and
warranties,
a representation and warranty of the Unaffiliated Seller that no
Mortgage Loan
is a "High-Cost Home Loan" as defined in the New Jersey Home
Ownership Act to
the extent originated on or after November 27, 2003) (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
</ 
