Common use of Conveyance of Subsequent Mortgage Loans Clause in Contracts

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p3.01(o), 3.01(o3.01(p) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer Master Financial and Saxon hereby affirms affirm the representations and warranties set forth in Schedule Schedules IIA and IIIA, respectively, to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the each Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ :_______________________________________ Name: Title: By: ------------------------------------ :_______________________________________ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ :_______________________________________ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LPMASTER FINANCIAL, INC., as a Servicer By:_______________________________________ Name: Countrywide GPTitle: SAXON MORTGAGE SERVICES, Inc. INC., as a Servicer BY: [____________________________] By:_______________________________________ Name: ------------------------------------ Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Securities Administrator and Master Servicer By:_______________________________________ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ :_______________________________________ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO BY DEPOSITOR Re: IXIS Real Estate Capital Trust 20052006-HE1 HE3 Mortgage Pass-Through Certificates, Series 20052006-HE1HE3, issued pursuant to the Pooling and Servicing Agreement, Agreement dated as of February September 1, 2005 2006 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor"), Master Financial, Inc., as a servicer ("Master Financial"), Saxon Mortgage Services, Inc., as a servicer ("Saxon" and together with Master Financial, the "Servicers"), IXIS Real Estate Capital Inc., as unaffiliated sellerseller (the "Unaffiliated Seller"), Deutsche Bank National Trust Company, as trustee and custodian (in each such capacity, respectively, the "Trustee" and the "Custodian") and trustee Xxxxx Fargo Bank, National Association, as securities administrator, master servicer and backup servicer (in each such capacity, respectively, the "TrusteeSecurities Administrator"), and Countrywide Home Loans Servicing LP, as servicer (the "Master Servicer" and the "Backup Servicer").. I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Paying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall, on such Subsequent Transfer Date, sell, transfer, assign, set over and otherwise convey without recourse to the Depositor, without recourse Trust Fund (except as otherwise explicitly provided for hereinsubject to the other terms and provisions of this Agreement) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to (i) the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and identified on the Mortgage NotesLoan Schedule attached to the related Subsequent Transfer Instrument delivered by the Sponsor on such Subsequent Transfer Date, including (ii) all interest accruing thereon on and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off DateDate and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, together with however, that the Sponsor reserves and retains all of its right, title and interest in and to the proceeds principal received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the accruing on such Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and . The transfer to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of Trust for deposit in Loan Group I by the Trust Fund. The expenses and costs relating to the delivery Depositor of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Sponsor, the Master Servicer, the Securities Administrator, the Trustee and the Pooling Certificateholders to constitute and Servicing Agreement shall to be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 treated as a sale of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as by the Depositor to the Trust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the applicable Custodian, on its behalf, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trust from amounts released by the Paying Agent from the Pre-Funding Account shall be 100% of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each aggregate Stated Principal Balance of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans so transferred (as of identified on the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected Mortgage Loan Schedule provided by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage LoansDepositor). This Agreement shall be construed constitute a fixed price purchase contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. (a) The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorCompany, without recourse (except as otherwise explicitly provided for herein) recourse, all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, exclusive all scheduled payments of the obligations of the Unaffiliated Seller or any other Person with respect to principal and interest on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, together with and all other payments of its right, title principal and interest in and to on the proceeds received Subsequent Mortgage Loans collected after such the Subsequent Cut-off Date (minus that portion of any related insurance policies such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on behalf or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Company pursuant to the terms of this Seller’s Instrument. The Seller, contemporaneously with the delivery of this Seller’s Instrument, has delivered or caused to be delivered to the Custodian, at the direction of the DepositorCompany, each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loans and the related MI Policies. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey transfer to the Trust FundCompany by the Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Seller, without recourse (except the Company, the Custodian, the Trustee, the Class A-1 Insurer and the Certificateholders to constitute and to be treated as otherwise explicitly provided for herein) a sale by the Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Company on the Subsequent Transfer Date of all of its the Seller’s right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, exclusive and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Company as of the obligations Subsequent Transfer Date a security interest in all of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its Seller’s right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Seller’s obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies MI Policies on behalf of the Trust Fund. The expenses and costs relating to Trustee for the delivery benefit of the Certificateholders, holds the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling related MI Policies as designee and Servicing Agreement agent of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland (which shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans submitted for filing as of the date hereof. The Unaffiliated Seller hereby delivers notice Subsequent Transfer Date), any continuation statements with respect thereto and confirms that each any amendments thereto required to reflect a change in the name or corporate structure of the conditions set forth Seller or the filing of any additional UCC-1 financing statements due to the change in Section 2.01(c) the state of incorporation of the Pooling Seller as are necessary to perfect and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects protect the interests of the Certificateholders or is necessary for Company and its assignees in each Subsequent Mortgage Loan, the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York related MI Policies and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCproceeds thereof., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated As of September 30, 1997 (the "Subsequent Transfer Date"), the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorDepositor and the Depositor does hereby irrevocably transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to any and all benefits accruing from the Subsequent Mortgage Loans, exclusive other than any principal received and interest payments received thereon on or prior to September 1, 1997, (such date, the "Subsequent Cut-Off Date") which are delivered to the Trustee herewith (and all substitutions therefor as provided by Sections 3.04, 3.05 and 3.06 of the obligations of the Unaffiliated Seller or any other Person Pooling and Servicing Agreement), together with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title Mortgage Loan documents and the interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and to all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; and proceeds received after such Subsequent Cut-off Date of all the foregoing (including, but not by way of limitation, all proceeds of any related mortgage insurance, hazard insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and insurance policy relating to the Subsequent Mortgage Loans, exclusive cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the obligations foregoing). The Seller shall deliver the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Sections 3.05 and 3.07 of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files Pooling and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust FundServicing Agreement. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans documents specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation representations and warranty warranties set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) the Pooling and 3.03 of Servicing Agreement that relate to the Unaffiliated Seller's Agreement with respect to Seller and the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c3.07(b) of and 3.07(c) to the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA Pursuant to Section 3.07(a) of the Pooling and Servicing Agreement with respect Agreement, the Seller hereby instructs the Trustee to release one-hundred percent of the aggregate principal balances of the Subsequent Mortgage Loans as of so transferred from the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable lawPre-Funding Account, pursuant to this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in Agreement which any or all shall include $3,868,685.00 of the properties subject to the Mortgages are situated, Subsequent Mortgage Loans listed in Schedule I-A hereto in Group I and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests $45,395,806.74 of the Certificateholders or is necessary for the administration or servicing of the Subsequent Mortgage Loans. This Agreement shall be construed Loans listed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined Schedule I-B hereto in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same AgreementGroup II. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, provided that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., Terms capitalized herein and not defined herein shall have their respective meanings as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to set forth in the Pooling and Servicing Agreement. AMRESCO RESIDENTIAL SECURITIES CORPORATION as Depositor By: /s/ Janixx Xxxt --------------------------------------- Name: Janixx Xxxt ------------------------------------- Title: Vice President ------------------------------------ AMRESCO RESIDENTIAL CAPITAL MARKETS, dated INC. as Seller By: /s/ Janixx Xxxt --------------------------------------- Name: Janixx Xxxt ------------------------------------- Title: Vice President ------------------------------------ AMRESCO RESIDENTIAL SECURITIES CORPORATION MORTGAGE LOAN TRUST 1997-3, by The Bank of February 1New York as Trustee By: /s/ Franx Xxxxxx --------------------------------------- Name: Franx Xxxxxx ------------------------------------- Title: ------------------------------------ Dated: September 30, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").1997 SERVICER AMRESCO LAST ZIP PROPERTY MATURITY LOAN NUMBER LOAN NUMBER NAME ADDRESS CITY STATE CODE TYPE DATE ----------- ----------- ---- ------- ---- ----- ---- ---- ---- 3877123 3877123AD BECK 1424 XXXXXX XXXXXX JACKSONVILL FL 32218 SFR 9/1/12 3879509 3879509AD BUTLXX 1028 XXXXXXXX XXXXX XX 00000 XXX 9/1/27 3923166 3923166AD LAZO 7079 XXXXXXXX XXXX XXXXX XXXXXX XXXX XX 00000 XXX 9/1/27 3928074 3928074AD NUNEX 522 XX. XXXXXXX XXXXXX SAN ANTONIO TX 78202 SFR 9/1/27 3928223 3928223AD LEE 747 XXXXX XXXXXX XXXXXXXX XX 00000 XXXDO 9/1/27 3932324 3932324AD DADE 9619 XXXXXXXXX XXXX LAREDO TX 78045 SFR 9/1/27 3932373 3932373AD DAHL 6766 00XX XXXXXX XXXXXXXXXX XX 00000 XXX 9/1/12 3932381 3932381AD HAMMXXX 6833 0XX XX XXX XXXXX XX 00000 XXX 9/1/27 3932399 3932399AD PORJES 95-2000 XXXXXXXXX XXXXX XXXXXXXX XX 00000 XXXDO 9/1/27 3932522 3932522AD MCKEXXX 5840 XXXXXX XXXXX XXXXXXXXXXX XX 00000 XXX 9/1/27 3932720 3932720AD GREEX 137 X. XXXX XXXXXX XXXXXXXXXXX XX 00000 XXX 9/1/27 3940905 3940905AD MIGUXX LOT #00 XXXXXXX XXXX XXXXXXX XX 00000 XXX 9/1/27 3940913 3940913AD WARD 4873 XXXXXXXXXX XXXXX XXX XXXX XX 00000 XXX 9/1/27 3941002 3941002AD BARNXX 2931 XXXXXXXX XXXXXX DUARTE CA 91010 SFR 9/1/27 3941093 3941093AD AKERX 271 XXXX XXXXXX COSTA MESA CA 92627 SFR 9/1/27 3941325 3941325AD STEWXXX 3677-0000 XXXX XXXXXXX XXXXXXX MI 48207 2-4 UNITS 9/1/12 3941481 3941481AD VAMANRAV 11160 XXXXXXXXX XXXXXX XXXXXX XX 00000 XXX 9/1/27 3941960 3941960AD KOZHUSKO 77 IXXXXXXXXX XXXX XXXXXXX XX 00000 XXX 9/1/27 3941994 3941994AD HOLLXX 8026 XXXXXXXXXXXXX XXXXXX XXXXXX XX 00000 XXX 9/1/27 3943289 3943289AD MIRANDA 3554 XX XXXXX XXXXXX XXX XXXXXXX XX 00000 XXX 10/1/12 3943313 3943313AD HAMRXX 8121 XXXX XXXXX XXX CITRUS HEIG CA 95610 SFR 9/1/12 3943347 3943347AD AMBRXXX 920 XXX XXXXXX XXXXXXXXX XX 00000 XXX 9/1/27 3943420 3943420AD RAMOX 11260 XXXXXXXXX 000XX XXXX XXXXX XX 00000 XXX 9/1/12 3943487 3943487AD SMITX 1210 XXXXXX XXXX XXXXXXXXXX XX 00000 XXX 10/1/27 3943503 3943503AD ADAMX 1540 XXXXX XXXXXX XXXXXX XXXXXXXXX XX 00000 XXX 10/1/12 3943586 3943586AD BLAKE 795 XXXXX XXXXXX XXX XXXXXXX XX 00000 XXX 10/1/12 3943727 3943727AD OLIVXX 1919 X. 00XX XXXXX XXXX XX 46404 SFR 10/1/12 3946837 3946837AD THOMX 7528 XXXXX XXXXXX CITRUS HEIG CA 95610 SFR 9/1/12 3946910 3946910AD MCGIXXXX LOT 0-X-0 XXXXX XXXX XXXXXXX XX 00000 XXX 10/1/27 3946969 3946969AD NYE 1065 XXXXXXXX XXX XXXXXXXX XX 00000 XXX 10/1/27 3947017 3947017AD HOUSTON 9041 XXXXX XXXXXX XXXXXXXX XX 00000 XXX 10/1/12 3947033 3947033AD KENNXX 2918 XXXXXXXXX XXXXX XXXXXXX XX 00000 XXX 10/1/12 3947041 3947041AD JOHNXXX 10710 XXXXX XXXXXXXX XXXXX XXXXX XX 00000 XXX 10/1/27 3947058 3947058AD MCDUXXXX 5822 XXXXXXXXX 00XX XXXXXX XXXXX XX 00000 XXX 10/1/27 3947181 3947181AD HOWAXX 12220-00 XXXXX XXXXXXXX XXX XXXXXXX XX 00000 0-0 UNITS 10/1/12 3947199 3947199AD HOWAXX 3932-00 XXXXX XXXXXXXXX XX XXX XXXXXXX XX 00000 0-0 UNITS 10/1/12 3947223 3947223AD FALLA 12730 XXXXXXXXX 00XX XXXXX XXXXX XX 00000 XXX 9/1/27 3957164 3957164AD VALDXX 85-100 XXXXX XXXX XXXXXXX XX 00000 XXX 10/1/27 3957198 3957198AD BELLXXXXX 1122 XXXXXXX XXXXXX XXXXXX XX 00000 XXX 10/1/27 10012656 10012656AD MCDONALD 6048 XXX XXXX XXXXX XXXXXX XXXX XX 00000 XXX 10/1/12 10017382 10017382AD CHEIRS 3848 XXXXXXXXXXX XXXX MEMPHIS TN 38127 SFR 10/1/27 10017390 10017390AD DRAKE 718 XXXXXX XXXXXX XXXXXXX XX 00000 XXX 10/1/27 10017408 10017408AD SCHAXXXXXX 59-400 XXXXXX XXXX XXXXXXX XX 00000 XXX 10/1/27 10017457 10017457AD BARRXXX 213 XXX XXXXXX XXXXXXXXXXX XX 00000 XXX 10/1/27 10017614 10017614AD FERRXX 699 XXXXXX XXXX WHITEHALL OH 43213 SFR 10/1/27 10022465 10022465AD ZIBRAT 244 XXXX XXXXXX XXXX XXXX X XX 00000 XXX 10/1/12 TOTAL 46 SERVICER 9/1/97 CURRENT CURRENT OCCUPANCY ORIGINAL DUE LOAN NUMBER SCHEDULED BALANCE RATE P&I PAYMENT LTV STATUS TERM SERVICER ORIGINATOR DATE ----------- ----------------- ---- ------------ --- ------ ---- -------- ---------- ---- 3877123 23,100.00 10.33 252.92 60 NON OWNER 180 ADVANTA AMRESCO 10/1/97 3879509 48,600.00 12.5 518.69 90 OWNER 360 ADVANTA AMRESCO 10/1/97 3923166 40,000.00 7.7 285.18 37.74 OWNER 360 ADVANTA AMRESCO 10/1/97 3928074 22,500.00 12.25 235.78 90 OWNER 360 ADVANTA AMRESCO 10/1/97 3928223 45,000.00 8.5 346.01 60.81 OWNER 360 ADVANTA AMRESCO 10/1/97 3932324 57,300.00 10.6 528.43 75 OWNER 360 ADVANTA AMRESCO 10/1/97 3932373 50,000.00 7.95 476.38 53.76 OWNER 180 ADVANTA AMRESCO 10/1/97 3932381 71,500.00 9.38 594.96 67.45 OWNER 360 ADVANTA AMRESCO 10/1/97 3932399 41,250.00 10.08 364.44 75 NON OWNER 360 ADVANTA AMRESCO 10/1/97 3932522 161,600.00 10.7 1502.44 80 OWNER 360 ADVANTA AMRESCO 10/1/97 3932720 23,400.00 10.71 217.73 65 OWNER 360 ADVANTA AMRESCO 10/1/97 3940905 59,500.00 8.2 444.91 70 OWNER 360 ADVANTA AMRESCO 10/1/97 3940913 92,000.00 7.7 655.92 33.45 OWNER 360 ADVANTA AMRESCO 10/1/97 3941002 90,000.00 9.45 753.49 53.25 NON OWNER 360 ADVANTA AMRESCO 10/1/97 3941093 217,500.00 9.2 1781.44 75 OWNER 360 ADVANTA AMRESCO 10/1/97 3941325 15,000.00 10.35 164.42 75 OWNER 180 ADVANTA AMRESCO 10/1/97 3941481 114,400.00 10.7 1063.61 82.9 OWNER 360 ADVANTA AMRESCO 10/1/97 3941960 347,900.00 9.2 2849.49 70 OWNER 360 ADVANTA AMRESCO 10/1/97 3941994 218,400.00 11.6 2179.48 80 OWNER 360 ADVANTA AMRESCO 10/1/97 3943289 44,000.00 10.2 478.22 41.51 OWNER 180 ADVANTA AMRESCO 11/1/97 3943313 99,000.00 8.85 995.31 86.09 OWNER 180 ADVANTA AMRESCO 10/1/97 3943347 127,500.00 9.5 1072.09 85.57 OWNER 360 ADVANTA AMRESCO 10/1/97 3943420 75,200.00 10.45 828.93 80 OWNER 180 ADVANTA AMRESCO 10/1/97 3943487 37,000.00 11.26 359.65 56.49 OWNER 360 ADVANTA AMRESCO 11/1/97 3943503 60,000.00 9.7 633.8 53.1 OWNER 180 ADVANTA AMRESCO 11/1/97 3943586 34,400.00 11.45 400.76 80 OWNER 180 ADVANTA AMRESCO 11/1/97 3943727 30,000.00 9.38 311.1 65.22 OWNER 180 ADVANTA AMRESCO 11/1/97 3946837 37,000.00 7.95 352.52 34.91 OWNER 180 ADVANTA AMRESCO 10/1/97 3946910 112,000.00 8.85 889.12 80 OWNER 360 ADVANTA AMRESCO 11/1/97 3946969 83,400.00 9.2 683.09 60 OWNER 360 ADVANTA AMRESCO 11/1/97 3947017 33,500.00 10.38 367.82 33.17 OWNER 180 ADVANTA AMRESCO 11/1/97 3947033 67,200.00 10.25 732.45 70 OWNER 180 ADVANTA AMRESCO 11/1/97 3947041 37,200.00 9.38 309.55 59.52 OWNER 360 ADVANTA AMRESCO 11/1/97 3947058 31,050.00 11.5 307.49 69 OWNER 360 ADVANTA AMRESCO 11/1/97 3947181 104,000.00 9.5 1085.99 65 NON OWNER 180 ADVANTA AMRESCO 11/1/97 3947199 102,050.00 9.5 1065.63 65 NON OWNER 180 ADVANTA AMRESCO 11/1/97 3947223 122,400.00 11.25 1188.82 90 OWNER 360 ADVANTA AMRESCO 10/1/97 3957164 133,600.00 10.1 1182.32 78.59 OWNER 360 ADVANTA AMRESCO 11/1/97 3957198 29,250.00 9.58 247.66 75 NON OWNER 360 ADVANTA AMRESCO 11/1/97 10012656 29,835.00 10.23 324.82 27.12 OWNER 180 ADVANTA AMRESCO 11/1/97 10017382 46,750.00 10.75 436.4 85 OWNER 360 ADVANTA AMRESCO 11/1/97 10017390 57,600.00 11.48 569.53 80 OWNER 360 ADVANTA AMRESCO 11/1/97 10017408 500,000.00 7.87 3623.61 73.75 OWNER 360 ADVANTA AMRESCO 11/1/97 10017457 28,000.00 11.38 274.72 70 OWNER 360 ADVANTA AMRESCO 11/1/97 10017614 38,800.00 10.7 360.73 79.84 OWNER 360 ADVANTA AMRESCO 11/1/97 10022465 29,000.00 10.58 322.01 58 OWNER 180 ADVANTA AMRESCO 11/1/97 TOTAL $ 3,868,685.00 SERVICER AMRESCO LOAN LOAN LAST ZIP PROPERTY MATURITY NUMBER NUMBER NAME ADDRESS CITY STATE CODE TYPE DATE ------- --------- ------- ------------------------- --------- --- ----- ---- ---------- 2361384 2361384AD RAMIXXX 3236 XXXX XXXX XX PASO TX 79936 SFR 12/01/2026 2365948 2365948AD WHIPXXX TRACX 0 XXXXXX XXXXX XXXX XXXXXXX XX 00000 XFR 02/01/2027 2366433 2366433AD LAGNXXX 1300 XXXXX XXXXX XXXXXX NAPLES FL 34105 SFR 02/15/2027 2366722 2366722AD MOSLXX 10930 XXXXXXXX XXXX XXXXXXX XX 00000 XFR 02/15/2027 2651974 2651974AD LEE 1201 XXXXXX XXXXXX #3002 HONOLULU HI 96822 CONDO 03/01/2027 2652048 2652048AD HERRXX 1367 XXXXXXXX XXXXXX XXXXXXX XXX XX 00000 XFR 03/01/2027 2652220 2652220AD WATTX 1132 XXXXXXXXX XXXX SANGER TX 76266 SFR 03/01/2027 2653111 2653111AD GONZXXXX 1103 XXXXX XXXX XXXXXX XX 00000 XFR 03/15/2027 2882025 2882025AD ADEEB 2507 XXXXXXXXX XXXX XXXXXXXXXXX XX 00000 XFR 04/01/2027 2882207 2882207AD WILKXXXXX 1121 XXXXXX XXX. ANDERSON IN 46016 SFR 04/01/2027 2882256 2882256AD SIMOXXXX 1975 XXXXXXXXX 000XX XXX. XXXXX XX 00000 XFR 05/01/2027 2882264 2882264AD WEST 2072 XXXXXXXX XXX. XXXXXXX XXX XX 00000 XFR 04/01/2027 2882447 2882447AD DOVERSOLA 676 XXXX XX. XXXXXXXX XX 00000 XFR 05/01/2027 2882454 2882454AD CALASH 115 XXXXX XX. XXX XXXXX XX 0000 XFR 05/01/2027 2882819 2882819AD ARMSXXXXX 824 XXXX XXXXX XXXX HAZELWOOD MO 63042 SFR 05/01/2027 2882884 2882884AD HAYEX 3855 XXXXXX XXX. XXXXXXXXXX XX 00000 XFR 05/01/2027 2882892 2882892AD CASTILLA 3828 X. 00XX XXXXXX #000 XXXXXXX XX 00000 XFR 04/01/2027 2882900 2882900AD MCCOXXXXX 132 XXXXX X XXXXXX XXXX XXXXX XX 00000 XFR 05/01/2027 2882934 2882934AD GALVXX 1204 XXXXXXXXXXXX XXX XXXXXX XX 00000 XFR 05/01/2027 2883197 2883197AD LUCIANO 47-700 XXX XXXX XX. #0 XXXXXXX XX 00000 XFR 05/01/2027 2883205 2883205AD NEWEXX 145 XXXXX XXXXXXX XX. XXXXXXXXXXX XX 00000 XFR 05/01/2027 2883395 2883395AD CLEAXX 1405 XXXXXXXX XXX. PITTSBURGH PA 15216 SFR 05/01/2027 2883403 2883403AD EVERARD 160 XXXXX XXXXX PITTSBURGH PA 15237 SFR 05/01/2027 2883577 2883577AD KURIXX 35630 XXXXXX XXXXXXXX XX XX 00000 XFR 05/01/2027 2883585 2883585AD GEORXXXXXX 13490 XXXXXXX XXXX BROOK PARK OH 44142 SFR 05/01/2012 2883593 2883593AD DEPIXX 133-000 XXXXXXX XXX. HARTFORD CT 6106 SFR 05/01/2027 2883643 2883643AD CHARXXX 6960 XXXXXXX XXX. #141 SARASOTA FL 34231 SFR 05/01/2027 2883858 2883858AD GILLXXXX 25 CXXXXXXX XXXX XXXXXXXXXXX XX 00000 XFR 05/01/2027 2883882 2883882AD MIRAXXX 000 XXXXXXXX XX 00000 0-4 UNITS 05/01/2027 2883932 2883932AD GRIEBENOW 1331 XXXXX XXXXX XXXX XXXXXX XX 00000 XFR 05/01/2027 2883940 2883940AD BURCXXXX 200 XXXXXXX XXXXX XXXXXXX XX 00000 XFR 05/01/2027 2884005 2884005AD BURKX 3360 XXXXXXXX XXXX XXXXXXX XX 00000 XFR 05/01/2027 2884260 2884260AD IVY 19750 XXXX XXXXX XXXX 00 XXXXXXXX XX 00000 XFR 05/01/2012 2884294 2884294AD BAUEX 706 XXXXXXX XXXX CINCINNATI OH 45226 SFR 05/01/2027 2884328 2884328AD HENEXX 2226 XXXXXXX XXX. REDONDO BCH CA 90278 TOWNHOUSE 05/01/2027 2884658 2884658AD WELLX 5812 XXXXXX XXX. XXXXXXXXXXX XX 00000 XFR 05/01/2027 2884708 2884708AD CLARX 2222 X. XXXXX XXXXXX XXX XXXXXX XX 00000 XOWNHOUSE 05/01/2027 2884716 2884716AD CLAYXXX 288 XXXXX XXXX #206 DESTIN FL 32541 TOWNHOUSE 05/01/2027 2884765 2884765AD HOLWXX 531 XXXX XXXXXX XX. PHOENIX AZ 85023 SFR 05/01/2027 2884872 2884872AD TRENXXXXXXX 0017 XXXXX XXXX XXXXX XXXXXX XX 00000 XFR 05/01/2027 2885028 2885028AD COMMONS 1160 XXXXXXXXX XX. XXXXXX XX 00000 XFR 05/01/2027 2885051 2885051AD MCANXXXXX 343 XXXXXX XXX. XXXXXXXXXX XX 00000 XFR 05/01/2027 2885242 2885242AD MITCXXXX 3215 XXXX XX. XXXXX XXX. XXXXXXX XX 00000 XFR 05/01/2027 2885333 2885333AD WALLER 37 VXXXXX XXX. DAYTON OH 45405 SFR 05/01/2027 2885481 2885481AD COOK 40 EXXX 000 XXXXXX XXXXX XX 00000 XFR 05/01/2027 2885499 2885499AD SCHUXXXX 3567 X. XXXXXXX XXXX INDIANAPOLI IN 46226 SFR 05/01/2027 2885549 2885549AD BOLLXXXXX 1313 XXXXX XXXX COLORADO SP CO 80909 SFR 05/01/2027 2885747 2885747AD KAYE 1010 XXXXX XXXXX XXXX XXXXXXX XXX XX 00000 XONDO 05/01/2027 2885820 2885820AD TANURCHIS 4515 XXXXXXXX XXX. XX. XXXXX XX 00000 XFR 05/01/2027 2885838 2885838AD TANURCHIS 4636 XXXXXXXXXX XXX. XX. XXXXX XX 00000 XFR 05/01/2027 2885846 2885846AD TANURCHIS 4509 XXXXXXXX XXX. XX. XXXXX XX 00000 XFR 05/01/2027 2885853 2885853AD KEYS 11610 XXXXXXX XXXX #00 XXXXX XXXX XX 00000 XONDO 05/01/2027

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ :_________________________________________ Name: Title: By: ------------------------------------ :_________________________________________ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ :_________________________________________ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ :_________________________________________ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By:_________________________________________ Name: ------------------------------------ Title: By:_________________________________________ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate CDC Mortgage Capital Trust 20052004-HE1 Mortgage Pass-Through Certificates, Series 20052004-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 2004 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate CDC Mortgage Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the DepositorTrust Fund but subject to the other terms and provisions of this Agreement all of the right, without recourse title and interest of the Depositor in and to (except as otherwise explicitly provided for hereini) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Subsequent Cut-off Date and all collections in respect of its interest and principal due after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and . The transfer to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of Trustee for deposit in the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of mortgage pool by the Depositor or any other Person with respect to of the Subsequent Mortgage Loans but including specifically, without limitationidentified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the MortgagesServicer, the Custodial Files and all other documents, materials and properties appurtenant thereto Trustee and the Mortgage Notes, including all interest Certificateholders to constitute and principal collected by the Depositor on or with respect to be treated as a sale of the Subsequent Mortgage Loans after by the related Subsequent Cut-off Date, together with all of its right, title and interest in and Depositor to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the delivery Trustee (or the related Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid on behalf of the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and so transferred (as identified on the Pooling and Servicing Agreement shall be borne Mortgage Loan Schedule provided by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(fDepositor), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed constitute a fixed-price purchase contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the DepositorTrust Fund but subject to the other terms and provisions of this Agreement all of the right, without recourse title and interest of the Depositor in and to (except as otherwise explicitly provided for hereini) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and . The transfer to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of Trustee for deposit in the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of mortgage pool by the Depositor or any other Person with respect to of the Subsequent Mortgage Loans but including specifically, without limitationidentified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the MortgagesServicer, the Custodial Files and all other documents, materials and properties appurtenant thereto Trustee and the Mortgage Notes, including all interest Certificateholders to constitute and principal collected by the Depositor on or with respect to be treated as a sale of the Subsequent Mortgage Loans after by the related Subsequent Cut-off Date, together with all of its right, title and interest in and Depositor to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the delivery Trustee (or the related Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid on behalf of the Trustee from amounts released from the Group I Pre-Funding Sub-Account or the Group II Pre-Funding Sub-Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and so transferred (as identified on the Pooling and Servicing Agreement shall be borne Mortgage Loan Schedule provided by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(fDepositor), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed constitute a fixed-price purchase contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. (a) The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorIssuer, without recourse (except as otherwise explicitly provided for herein) recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to and including all principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files on and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.3 of the Home Equity Loan Purchase Agreement; provided, however, that the Seller reserves and retains all of its right, title and interest in and to principal received and interest accruing on the proceeds received after such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.3 of the Home Equity Loan Purchase Agreement. The transfer to the Issuer by the Seller of the Subsequent Mortgage Loans identified on the Subsequent Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Issuer, the Indenture Trustee and the Noteholders to constitute and to be treated as a sale by the Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Issuer on the Subsequent Transfer Date of any related insurance policies on behalf of all the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its Seller's right, title and interest in and to the Subsequent Mortgage Loans, exclusive and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as of the obligations Subsequent Transfer Date a security interest in all of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its Seller's right, title and interest in in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Issuer's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the proceeds received after such Subsequent Cut-off Date filing of any related insurance policies on behalf all necessary UCC-1 financing statements filed in the State of Delaware and the Trust Fund. The expenses and costs relating to the delivery State of California (which shall be submitted for filing as of the Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect and protect the Issuer's interests in each Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement Loan and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCproceeds thereof., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. (a) The Unaffiliated Mortgage Loan Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTrustee in trust, on behalf of the Trust, without recourse (except as otherwise explicitly provided for herein) recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of and including all amounts due or accruing on the obligations of Subsequent Mortgage Loans on and after the Unaffiliated Seller or any other Person related Subsequent Cut-Off Date, and all items with respect to the Subsequent Mortgage Loans but including specificallyto be delivered pursuant to Section 2.07 of the Pooling and Servicing Agreement; provided, without limitationhowever, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and that the Mortgage Notes, including Loan Seller reserves and retains all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to amounts due on the proceeds received after such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date of any related insurance policies on behalf of the DepositorOff Date. The Depositor does hereby irrevocably sellMortgage Loan Seller, transfercontemporaneously with the delivery of this Agreement, assign, set over and otherwise convey has delivered or caused to be delivered to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person Trustee each item with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) 2.01 of the Pooling and Servicing Agreement are satisfied as of and the date hereofother items in the related Mortgage Files. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA transfer to the Pooling and Servicing Agreement with respect to Trustee by the Mortgage Loan Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Mortgage Loan Seller, the Mortgage Loan Seller, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the date hereof. Additional terms of Subsequent Mortgage Loans by the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject Mortgage Loan Seller to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCTrust Fund., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its rightrecourse, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust Fund, without recourse recourse, but subject to the other terms and provisions of the Pooling and Servicing Agreement all of the right, title and interest of the Depositor in the (except as otherwise explicitly provided for hereini) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached hereto and delivered by the Depositor on the date hereof, (ii) all interest accruing thereon on and after the date hereof and all collections in respect of its interest and principal due after the date hereof and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.07 of the Pooling and Servicing Agreement and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date. The Seller and the Depositor, together contemporaneously with all the delivery of its rightthis Instrument, title have delivered or caused to be delivered to the Depositor and interest the Trustee, respectively, each applicable item set forth in Section 2.07 of the Pooling and Servicing Agreement. The transfer to the Depositor by the Seller of the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent Mortgage Loans shall be absolute and is intended by the Seller to constitute and to be treated as a sale by the proceeds received after such Seller to the Depositor. The transfer to the Trustee by the Depositor of the Subsequent Cut-off Date Mortgage Loans identified on the attached Schedule of any related insurance policies on behalf of Subsequent Mortgage Loans shall be absolute and is intended by the Depositor, the Servicer, the Trustee, the Supplemental Interest Trust Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date (except that, in the case of Subsequent Mortgage Loans that are Delayed Delivery Subsequent Mortgage Loans, such delivery may take place within five (5) Business Days of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(fDate), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as set forth on Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCA hereto., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set set-over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the either Servicer at the Unaffiliated Sellerapplicable Originator's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE MORGAN STANLEY DEAN WITTER CAPITAL I INC., xx Xxxxxitor By:____________________________________ Name: Title: OCWEN FEDERAL BANK FSB, as Unaffiliated Seller a Servicer By:____________________________________ Name: ------------------------------------ Title: THE PROVIDENT BANK, as a Servicer By:____________________________________ Name: Title: By: ------------------------------------ :____________________________________ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC.U.S. BANK NATIONAL ASSOCIATION, as Depositor Trustee By: ------------------------------------ :____________________________________ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ :____________________________________ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").:

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation representations and warranty warranties set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect that relate to the Subsequent Mortgage Loans as of on the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; providedPROVIDED, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ ---------------------------------- Name: Title: By: ------------------------------------ ---------------------------------- Name: Title: XXXXXX XXXXXXX MORGAN STANLEY ABS CAPITAL I INC., as Depositor xx Xepositor By: ------------------------------------ ---------------------------------- Name: Title: COUNTRYWIDE HOME LOANS SERVICING LPOCWEN FEDERAL BANK FSB, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ ---------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ ---------------------------------- Name: Title: By: ---------------------------------- Name: Title: EXHIBIT M L FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR FDIC CLAIM [Date] Federal Deposit Insurance Corporation 550 17th Street, N.W. Washington, D.C. 20429 Re: IXIS Real Estate CDX XXXXXXXX XXXXXXX XXXXX 0000-XX0 Xxxxxx xxd Gentlemen: Reference is made to (i) that certain Amended Corporate Guaranty dated April 26, 2002 by The Federal Deposit Insurance Corporation (the "FDIC") in favor of CDC Mortgage Capital Trust 2005-HE1 Inc. ("CDC") with respect to certain mortgage loans purchased by CDC from Superior Federal Bank FSB (the "Superior Mortgage Pass-Through Certificates, Series 2005-HE1, issued Loans") pursuant to the Pooling a Mortgage Loan Purchase and Servicing Agreement, Warranties Agreement dated as of February 1, 2005 2002 (the "Pooling FDIC Guaranty") and Servicing (ii) that certain letter agreement, dated April 26, 2002, between the FDIC and CDC (the "Letter Agreement"), among Xxxxxx Xxxxxxx ) consenting to the assignment of the FDIC Guaranty by CDC to Morgan Stanley ABS Capital I Inc., as depositor Inc. (the "DepositorMSABS", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National ) and by MSABS to Deutschx Xxxk Xxxxxnal Trust Company, as custodian trustee on behalf of CDC Mortgage Capital Trust 2002-HE1 (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP. The undersigned, as servicer Trustee, hereby notifies you that with respect to the following Superior Mortgage Loan(s), the Trustee has incurred a Loss (as defined in the "Servicer"FDIC Guaranty) as described below: Mortgage Loan No(s).. _________________ Obligor Name(s) _________________ Outstanding Principal Balance of Mortgage Loan prior to sale or liquidation _________________ Sale/Liquidation Proceeds (net of expenses) _________________ Loss _________________ In accordance with the FDIC Guaranty and the Letter Agreement, the Trustee hereby makes a claim for such Loss and requests that the FDIC remit such amount to the Trustee within 60 days of the date hereof for deposit in the following account: [Collection Account Information]. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: --------------------------------------------- Name: Title:

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller As of September 30, 1996 (the "Subsequent Cut-Off Date"), the Company does hereby irrevocably sell, transfer, assign, set over setover and otherwise convey to the DepositorPurchaser, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to and all benefits accruing from the Subsequent Mortgage Loans but including specifically, without limitation, which are delivered to the Mortgages, the Custodial Files Trustee herewith (and all other documentssubstitutions therefor as provided by Sections 3.3, materials 3.4 and properties appurtenant thereto 3.6 of the Pooling and the Mortgage NotesServicing Agreement), including all interest and principal collected by the Unaffiliated Seller on or together with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title Mortgage Loan documents and the interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and to all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; and proceeds received after such Subsequent Cut-off Date of all the foregoing (including, but not by way of limitation, all proceeds of any related mortgage insurance, hazard insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and insurance policy relating to the Subsequent Mortgage Loans, exclusive cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the obligations foregoing). The Company shall deliver the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Sections 3.5 and 3.8 of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files Pooling and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust FundServicing Agreement. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans documents specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated SellerCompany. The Unaffiliated Seller Company hereby affirms the representation representations and warranty warranties set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) the Pooling and 3.03 of Servicing Agreement that relate to the Unaffiliated Seller's Agreement with respect to Company and the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller Company hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c3.8(b), 3.8(c) of and 3.8(d) to the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, provided that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC.Terms capitalized herein and not defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. FIRST ALLIANCE MORTGAGE THE BANK OF NEW YORK COMPANY, as Unaffiliated Seller the Company as Trustee for First Alliance Mortgage Loan Trust 1996-3 By: ------------------------------------ /s/ Xxxx Xxxxx By: /s/ Xxxxxxxx X. Xxxxxx ------------------------------ ------------------------------ Name: Xxxx Xxxxx Name: Xxxxxxxx X. Xxxxxx Title: By: ------------------------------------ Name: Executive Vice President Title: XXXXXX XXXXXXX ABS CAPITAL I INC.Assistant Treasurer and Chief Financial Officer FIRST ALLIANCE MORTGAGE Dated: September 30, as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP1996 COMPANY, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ /s/ Xxxx Xxxxx ----------------------------- Name: Xxxx Xxxxx Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: Executive Vice President and Chief Financial Officer EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 B LOAN SCHEDULE - GROUP I (the "Pooling and Servicing Agreement"FIXED), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ -------------------------------------------- Name: Title: By: ------------------------------------ -------------------------------------------- Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ -------------------------------------------- Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer BY: COUNTRYWIDE GP, INC. By: Countrywide GP, Inc. By: ------------------------------------ -------------------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANYJPMORGAN CHASE BANK, as Trustee By: ------------------------------------ -------------------------------------------- Name: Title: ACKNOWLEDGED: FINANCIAL SECURITY ASSURANCE INC., as Certificate Insurer By: -------------------------------------------- Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate CDC Mortgage Capital Trust 20052004-HE1 HE3 Mortgage Pass-Through Certificates, Series 20052004-HE1HE3, issued pursuant to the Pooling and Servicing Agreement, dated as of February August 1, 2005 2004 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate CDC Mortgage Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and ), JPMorgan Chase Bank, as trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. (a) The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTrust, without recourse (except as otherwise explicitly provided for herein) recourse, all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related assets, exclusive all scheduled payments of the obligations of the Unaffiliated Seller or any other Person with respect to principal and interest on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, together with and all other payments of its right, title principal and interest in and to on the proceeds received Subsequent Mortgage Loans collected after such the Subsequent Cut-off Date (minus that portion of any related insurance policies such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on behalf of or before the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over Subsequent Cut-off Date and otherwise convey collected after the Subsequent Cut-off Date shall belong to the Trust Fundpursuant to the terms of this Instrument. The Seller, without recourse (contemporaneously with the delivery of this Instrument, has delivered or caused to be delivered to the Indenture Trustee, at the direction of the Sponsor, each item set forth in Section 2.05 of the Sale and Servicing Agreement with respect to such Subsequent Mortgage Loans and the related assets. The transfer to the Trust by the Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Sponsor, Seller, the Trust, the Indenture Trustee and the Noteholders to constitute and to be treated as a sale by the Seller, except as otherwise explicitly provided for herein) tax and accounting purposes. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Trust on the Subsequent Transfer Date of all of its the Seller's right, title and interest in and to the Subsequent Mortgage LoansLoans and the related assets, exclusive and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be such a sale, the Seller hereby grants to the Trust as of the obligations Subsequent Transfer Date a security interest in all of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its Seller's right, title and interest in in, to and under the Subsequent Mortgage Loans, and such other property, to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf secure all of the Trust Fund. The expenses Seller's obligations hereunder, and costs relating this Subsequent Transfer Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to the delivery of holding the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by related assets for the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 benefit of the Unaffiliated Seller's Agreement with respect to Noteholders and the Note Insurer, holds the Subsequent Mortgage Loans and the related insurance policies as designee and agent of the Trust. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the date hereof. The Unaffiliated Seller hereby delivers notice Subsequent Transfer Date), any continuation statements with respect thereto and confirms that each any amendments thereto required to reflect a change in the name or corporate structure of the conditions set forth Sponsor or the filing of any additional UCC-1 financing statements due to the change in Section 2.01(c) the state of incorporation of the Pooling Seller as are necessary to perfect and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects protect the interests of the Certificateholders or is necessary for Trust and its assignees in each Subsequent Mortgage Loan, the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York related insurance policies and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCproceeds thereof., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. (a) The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTrust, without recourse (except as otherwise explicitly provided for herein) recourse, all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related insurance policies, exclusive all scheduled payments of the obligations of the Unaffiliated Seller or any other Person with respect to principal and interest on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, together with and all other payments of its right, title principal and interest in and to on the proceeds received Subsequent Mortgage Loans collected after such the Subsequent Cut-off Date (minus that portion of any related insurance policies such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on behalf of or before the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over Subsequent Cut-off Date and otherwise convey collected after the Subsequent Cut-off Date shall belong to the Trust Fundpursuant to the terms of this Instrument. The Seller, without recourse (contemporaneously with the delivery of this Instrument, has delivered or caused to be delivered to the Indenture Trustee, at the direction of the Sponsor, each item set forth in Section 2.05 of the Sale and Servicing Agreement with respect to such Subsequent Mortgage Loans and the related insurance policies. The transfer to the Trust by the Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Trust, the Indenture Trustee and the Noteholders to constitute and to be treated as a sale by the Seller, except as otherwise explicitly provided for herein) tax and accounting purposes. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Trust on the Subsequent Transfer Date of all of its the Seller's right, title and interest in and to the Subsequent Mortgage LoansLoans and the related insurance policies, exclusive and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be such a sale, the Seller hereby grants to the Trust as of the obligations Subsequent Transfer Date a security interest in all of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its Seller's right, title and interest in in, to and under the Subsequent Mortgage Loans, and such other property, to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf secure all of the Trust Fund. The expenses Seller's obligations hereunder, and costs relating this Subsequent Transfer Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to the delivery of holding the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by related insurance policies for the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 benefit of the Unaffiliated Seller's Agreement with respect to Noteholders and the Note Insurer, holds the Subsequent Mortgage Loans and the related insurance policies as designee and agent of the Trust. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the date hereof. The Unaffiliated Seller hereby delivers notice Subsequent Transfer Date), any continuation statements with respect thereto and confirms that each any amendments thereto required to reflect a change in the name or corporate structure of the conditions set forth Seller or the filing of any additional UCC-1 financing statements due to the change in Section 2.01(c) the state of incorporation of the Pooling Seller as are necessary to perfect and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects protect the interests of the Certificateholders or is necessary for Trust and its assignees in each Subsequent Mortgage Loan, the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York related insurance policies and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCproceeds thereof., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorPurchaser, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage NotesCredit Line Agreements, including all interest accruing and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans on or after the related Subsequent Cut-off Off Date, together with all of its right, title and interest in and to the proceeds received on or after such the Subsequent Cut-off Off Date of any related insurance policies on behalf of the DepositorPurchaser. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to Seller shall deliver the Trust Fund, without recourse original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise explicitly provided for hereinby the Sale and Servicing Agreement) all of its right, title and interest other required documentation in and to accordance with the Subsequent Mortgage Loans, exclusive terms set forth in Section 2.4 of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files Sale and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust FundServicing Agreement. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans documents specified in this Subsequent Transfer Agreement and the Pooling Sale and Servicing Agreement shall be borne by the Unaffiliated Seller. Additional terms of the sale are attached hereto as Attachment A. The Unaffiliated Seller hereby affirms the representation representations and warranty warranties set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) the Sale and 3.03 of the Unaffiliated Seller's Servicing Agreement with respect that relate to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c2.4(b) of to the Pooling Sale and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling Sale and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, provided that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling Sale and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the DepositorTrust Fund but subject to the other terms and provisions of this Agreement all of the right, without recourse title and interest of the Depositor in and to (except as otherwise explicitly provided for hereini) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and . The transfer to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of Trustee for deposit in the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of Pool by the Depositor or any other Person with respect to of the Subsequent Mortgage Loans but including specifically, without limitationidentified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the MortgagesServicer, the Custodial Files and all other documents, materials and properties appurtenant thereto Trustee and the Mortgage Notes, including all interest Certificateholders to constitute and principal collected by the Depositor on or with respect to be treated as a sale of the Subsequent Mortgage Loans after by the related Subsequent Cut-off Date, together with all of its right, title and interest in and Depositor to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the delivery Trustee at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and so transferred (as identified on the Pooling and Servicing Agreement shall be borne Mortgage Loan Schedule provided by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(fDepositor), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed constitute a fixed-price purchase contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. (a) The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTransferor, without recourse (except as otherwise explicitly provided for herein) recourse, all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, exclusive all scheduled payments of the obligations of the Unaffiliated Seller or any other Person with respect to principal and interest on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, together with and all other payments of its right, title principal and interest in and to on the proceeds received Subsequent Mortgage Loans collected after such the Subsequent Cut-off Date (minus that portion of any related insurance policies such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on behalf or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Transferor pursuant to the terms of this Seller's Instrument. The Seller, contemporaneously with the delivery of this Seller's Instrument, has delivered or caused to be delivered to the Certificate Administrator, at the direction of the DepositorTransferor, each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loans and the related MI Policies. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey transfer to the Trust FundTransferor by the Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Seller, without recourse (except the Transferor, the Certificate Administrator, the Trustee and the Certificateholders to constitute and to be treated as otherwise explicitly provided for herein) a sale by the Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Transferor on the Subsequent Transfer Date of all of its the Seller's right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, exclusive and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Transferor as of the obligations Subsequent Transfer Date a security interest in all of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its Seller's right, title and interest in in, to and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").the

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller As of June 30, 1997 (the "Subsequent CutOff Date"), the Company does hereby irrevocably sell, transfer, assign, set over setover and otherwise convey to the DepositorPurchaser, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to and all benefits accruing from the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect which are delivered to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies Custodian on behalf of the Depositor. The Depositor does hereby irrevocably sellTrustee herewith (and all substitutions therefor as provided by Sections 3.3, transfer3.4 and 3.6 of the Pooling and Servicing Agreement), assign, set over together with the related Subsequent Mortgage Loan documents and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; and proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Mortgage Loans, exclusive cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the obligations foregoing). The Company shall deliver the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Sections 3.5 and 3.8 of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files Pooling and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust FundServicing Agreement. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans documents specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated SellerCompany. The Unaffiliated Seller Company hereby affirms the representation representations and warranty warranties set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) the Pooling and 3.03 of Servicing Agreement that relate to the Unaffiliated Seller's Agreement with respect to Company and the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller Company hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c3.8(b), 3.8(c) of and 3.8(d) to the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, provided that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., Terms capitalized herein and not defined herein shall have their respective meanings as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to set forth in the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc.. FIRST ALLIANCE MORTGAGE THE CHASE MANHATTAN BANK COMPANY, as depositor (the "Depositor"Company as Trustee for First Alliance Mortgage Loan Trust 1997-2 By:/s/ Xxxx Xxxxx By:/s/ Xxxxxx Xxxxx ----------------------------------- ----------------------------------- Name: Xxxx Xxxxx Name: Xxxxxx Xxxxx Title: Executive Vice President Title: Trust Officer FIRST ALLIANCE MORTGAGE Dated: June 30, IXIS Real Estate Capital Inc.1997 COMPANY, as unaffiliated seller, Deutsche Bank National Trust Company, as custodian Servicer By:/s/ Xxxx Xxxxx ----------------------------------- Name: Xxxx Xxxxx Title: Executive Vice President EXHIBIT B LOAN SCHEDULE -- GROUP I (the "Custodian"FIXED) and trustee Loan Lien Cut-Off Number Property Address City ST Zip Pos Balance -------------------------------------------------------------------------------------------------------------------------- 106097 00000 XXXXXX XXXX XXXXXXXXXX XXXXX XX 00000 1 122,872.00 106099 00000 XXXXXX XX XXXXXXXX XXXXXX XX 00000 1 164,990.00 304217 0000 X. 000xx Xx. Xxx Xxxxxxx XX 00000 1 58,925.00 304220 2119-2121 So. Xxxx Xxxxx Xxxxxx XXX XXXXXXX XX 00000 2 46,172.00 304221 000-000 XXXX 00XX XXXXXX XXX XXXXXXX XX 00000 1 78,262.00 304224 00000 XXXXXXXX XXXXXX XXXXXXX XX 00000 1 84,906.00 304227 0000-0000 XXX XXXXXX XXXXXX PARAMOUNT CA 90723 1 67,162.00 405416 0000 XXXXXXXXX XXXXX OAKLAND CA 94611 1 109,990.00 405422 000 XXXXXX XXXXXX PITTSBURG CA 94565 1 50,390.00 405425 000 XXXXXXX XXXXXX SAN FRANCISCO CA 94112 1 47,100.00 405426 00 XXXXXXX XXXXX XXXXXXXX XXXX XX 00000 1 112,490.00 405428 0000 XXXXXX XXXXX XXXXXXXXX XX 00000 2 29,990.00 405430 000 XXXXX 00XX XXXXXX XXXXXXXX XX 00000 1 90,990.00 405431 0000 XXXXXX XXXXXX OAKLAND CA 94619 1 68,342.00 405432 0000 XXXXXX XXXXXX SAN LEANDRO CA 94577 1 60,581.00 505503 0000 XXXXXX XXXXXX XXX XXXXXXX XX 00000 1 66,855.00 505504 0000-0000 X. 00XX XXXXXX XXX XXXXXXX XX 00000 1 37,334.00 707082 000 XXXX 00XX XXXXXX XXX XXXXXXX XX 00000 2 23,716.00 707085 00000 XXXXXX XXXXX WHITTIER CA 90606 1 59,490.00 707090 0000 XXXXXXXXX XXXXXX XXXXXX XX 00000 1 106,384.00 806309 0000 XXXXXXXX XXXXX XXX XXXX XX 00000 1 94,827.00 806311 000 XXXXXXXXX XXX XXXXXXXX XX 00000 1 17,115.00 806318 0000 XXXXXXXXX XXXXXX XXX XXXX XX 00000 1 94,890.00 806321 0000 XXXXXXXXXXX XXX XXX XXXX XX 00000 1 129,628.00 806323 0000 XXXXX XXXXX XXX XXXX XX 00000 1 79,494.00 1301443 0000 XXXXXXXXX XX XX XXXXXXX XX 00000 1 44,334.00 1301448 0000 XXXXX XXXXXX XXXXX XX XXXXXXX XX 00000 1 72,140.00 1602417 00000 XX 000XX XX XXXXXX XX 00000 1 70,852.00 1602424 00000 0XX XXX X.X XXXXXXX XX 00000 1 63,015.00 1602430 0000 00XX XXX XX XXXXXXX XX 00000 1 83,220.00 1602431 00000 0XX XXX X XXXXXXX XX 00000 1 64,990.00 1602433 00000 000XX XXX XX XXXX XX 00000 1 73,549.00 1702830 0000 XXXXXX XXXXXXXXX DENVER CO 80221 1 93,030.00 2500211 00 XXXXXXX XXXX NORTHFIELD OH 44067 1 36,120.00 2700333 0000 XXXXXXXXXXXX XXX XXXX XXXX XXXX XX 00000 1 82,990.00 2700339 0000 XXXXXXXX XXXXX XXXX XXXXXX XX 00000 1 67,869.00 2700344 0000 X XXXXXXX XX XXXX XXXX XXXX XX 00000 1 90,810.00 2700347 000 XXXXX 000 XXXX XXXX XXXXXXXXX XX 00000 1 40,881.00 2700348 000 X 00XX XXX XXXX XXXX XXXX XX 00000 1 22,907.00 2700352 0000 XXXX XXXXXX XXX WEST JORDAN UT 84084 1 55,077.00 2900555 00 XXXXX XXXX MALVERN PA 19355 1 55,670.00 2900556 0000 X. XXXXXXXX RD LANSDOWNE PA 19050 1 63,124.00 2900565 000 XXXX XXXXXXXX XX XXXXXXXXXXXX XX 00000 1 227,665.00 2900568 000 XXXXXXXXX XXX XXXXX PA 19087 1 101,025.00 3200516 0000 XXXXXXX XXXXX EAST MEADOW NY 11554 1 149,097.00 3200518 000 XXXXXXXX XXXXXX XXXXXXXX XX 00000 1 38,996.00 3200538 00 XXXXXXXXX XXXXXX FRANKLIN SQUARE NY 11010 1 25,890.00 3200541 000 X. XXXXX XXXXXXX XX. LINDENHURST NY 11757 1 78,321.00 3200553 00 XXXX XXXX LEVITTOWN NY 11756 1 29,124.00 3300199 000 XXXXXXXXXX XXX XXXXXXXX XX 00000 1 148,484.00 3300209 00-00 00XX XXXXXX XXXX XXXXXX XXXX XX 00000 1 76,990.00 3300230 0000 XXX X XXXXXXXX XX 00000 1 136,379.00 3300237 69 - 00 XXXXX XX XXXXXX XXXXX XX 00000 1 66,537.00 3300245 0000 00XX XXXXXX XXXXXXXX XX 00000 1 56,553.00 3300246 000 00XX XXXXXX XXXXXXXX XX 00000 1 70,574.00 3500028 000 XXXXXXX XX. LOWELL MA 01852 1 23,076.00 3600004 0000 XXXXXXX XX CAPITOL HEIGHTS MD 20743 1 57,631.00 3800004 0000 XXXXXXX XX XXXXXXX XX 00000 1 59,668.00 3800019 0000 0XX XX XX XXXXXXXXXX XX 00000 1 81,890.00 3800025 0000 XXXXX XX ANNANDALE VA 22003 1 126,428.00 8301775 0000 XXXXXXXX XXXXXX PHILADELPHIA PA 19119 1 33,000.00 -------------------------------------------------------------------------------------------------------------------------- TOTAL FIXED RATE LOANS: 61 4,570,801.00 Loan Current Current Mat Pmt Prop Occup Appraised Orig Number Rate Pmt Date Type Type Type Value Type --------------------------------------------------------------------------------------------------------------------------- 106097 9.75 1,055.66 0/0/00 X X X 000,000 X 000000 10.99 1,569.99 8/1/27 A S P 256,000 F 304217 10.75 660.52 8/1/12 A S P 114,000 F 304220 10.75 431.01 8/1/27 A F P 145,000 F 304221 11.75 789.98 8/1/27 A F P 135,000 F 304224 9.99 744.48 8/1/27 A S P 138,000 F 304227 10.75 626.94 9/1/27 A F I 120,000 F 405416 9.99 964.43 8/1/27 A S P 278,000 F 405422 10.99 479.50 8/1/27 A S P 72,000 F 405425 11.75 475.43 8/1/27 A S P 203,000 F 405426 9.25 925.43 8/1/27 A S P 245,000 F 405428 14.95 418.71 9/1/12 A S P 305,000 F 405430 10.00 798.50 9/1/27 A S P 130,000 F 405431 10.00 599.75 9/1/27 A S P 126,000 F 405432 10.25 542.87 9/1/27 A S P 124,000 F 505503 10.25 599.09 8/1/27 A S P 134,000 F 505504 14.50 509.80 8/1/12 A F P 118,000 F 707082 12.50 269.45 8/1/17 A S P 78,000 F 707085 9.99 521.63 8/1/27 A S P 140,000 F 707090 10.25 953.31 8/1/27 A S P 200,000 F 806309 10.95 899.48 8/1/27 A S P 142,000 F 806311 11.75 185.48 8/1/17 A S P 206,000 F 806318 9.99 832.03 9/1/27 A S P 146,000 F 806321 10.99 1,337.12 9/1/17 A S P 178,000 F 806323 11.49 786.62 9/1/27 A S P 177,000 F 1301443 13.25 568.25 8/1/12 A S P 128,000 F 1301448 10.75 673.41 9/1/27 A S P 110,000 F 1602417 9.99 621.25 8/1/27 A S P 135,000 F 1602424 10.75 588.23 8/1/27 A S P 168,000 F 1602430 9.45 696.72 8/1/27 A S P 151,000 F 1602431 12.50 693.61 8/1/27 A S P 105,000 F 1602433 10.25 659.07 8/1/27 A S P 123,000 F 1702830 10.25 833.64 8/1/27 A S P 117,000 F 2500211 12.49 385.21 8/1/27 A S P 70,000 F 2700333 9.99 727.68 8/1/27 A S P 175,000 F 2700339 9.25 698.50 8/1/12 A S P 95,000 F 2700344 10.49 830.00 8/1/27 A S P 140,000 F 2700347 11.25 397.06 8/1/27 A S P 125,000 F 2700348 10.25 249.68 8/1/12 A S P 215,000 F 2700352 11.75 555.95 9/1/27 A S P 100,000 F 2900555 11.75 561.94 8/1/27 A S P 130,000 F 2900556 9.49 530.32 8/1/27 A S P 105,000 F 2900565 8.85 1,807.33 8/1/27 A S P 350,000 F 2900568 9.34 1,045.20 8/1/12 A S P 153,000 F 3200516 9.29 1,230.91 8/1/27 A S P 203,000 F 3200518 11.75 393.63 8/1/27 A S P 140,000 F 3200538 10.25 282.19 8/1/12 A S P 163,000 F 3200541 9.99 841.16 8/1/12 A S P 142,000 F 3200553 11.75 293.98 8/1/27 A S P 136,000 F 3300199 10.75 1,664.43 7/1/12 A F P 225,000 F 3300209 9.90 669.96 8/1/27 A S P 181,000 F 3300230 10.99 1,549.22 8/1/12 A S P 215,000 F 3300237 10.75 621.11 8/1/27 A S P 219,000 F 3300245 11.75 570.85 8/1/27 A F P 183,000 F 3300246 10.75 658.80 8/1/27 A F P 198,000 F 3500028 11.25 224.13 7/1/27 A S P 85,000 F 3600004 10.25 516.43 8/1/27 A S P 95,000 F 3800004 9.80 633.91 8/1/12 A S P 220,000 F 3800019 11.75 826.61 8/1/27 A S P 126,000 F 3800025 10.45 1,151.76 8/1/27 A S P 175,000 F 8301775 9.99 354.42 6/1/12 A S P 79,000 C --------------------------------------------------------------------------------------------------------------------------- EXHIBIT B LOAN SCHEDULE -- GROUP II (in such capacity, the "Trustee"ADJUSTABLE) EXHIBIT B LOAN SCHEDULE -- GROUP II (ADJUSTABLE) EXHIBIT B LOAN SCHEDULE -- GROUP II (ADJUSTABLE), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Security Administrator's delivery on the Subsequent Transfer Dates to or upon the order of the Company of all or a portion of the balance of funds in the Pre-Funding Account, the Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor, without recourse (except as otherwise explicitly provided Trustee for herein) the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of its the right, title and interest of the Company in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to (i) the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and identified on the Mortgage Notes, including all interest and principal collected Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Unaffiliated Seller Company on or with respect to such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off DateDate and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, together with however, that the Company reserves and retains all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title principal due and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title . The transfer and interest in and delivery to the proceeds received after such Subsequent Cut-off Date of any related insurance policies applicable Custodian on behalf of the Trustee for deposit in the Mortgage Pool by the Company of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Company, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Company to the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the delivery Trustee or the applicable Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Securities Administrator from amounts released from the Pre- Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and so transferred (as identified on the Pooling and Servicing Agreement shall be borne Mortgage Loan Schedule provided by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(fCompany), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed constitute a fixed-price purchase contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the DepositorTrust Fund but subject to the other terms and provisions of this Agreement all of the right, without recourse title and interest of the Depositor in the (except as otherwise explicitly provided for hereini) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and . The transfer to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of Trustee by the Depositor or any other Person with respect to of the Subsequent Mortgage Loans but including specifically, without limitationidentified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the MortgagesServicer, the Custodial Files and all other documents, materials and properties appurtenant thereto Trustee and the Mortgage Notes, including all interest Certificateholders to constitute and principal collected by the Depositor on or with respect to be treated as a sale of the Subsequent Mortgage Loans after by the related Subsequent Cut-off Date, together with all of its right, title and interest in and Depositor to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date (except that, in the case of Subsequent Mortgage Loans that are Delayed Delivery Subsequent Mortgage Loans, such delivery may take place within five (5) Business Days of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer"Date).

Conveyance of Subsequent Mortgage Loans. (a) The Unaffiliated Seller Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTrustee, without recourse recourse, (except as otherwise explicitly provided for hereini) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, exclusive all scheduled payments of the obligations of the Unaffiliated Seller or any other Person with respect to principal and interest on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, together with and all other payments of its right, title principal and interest in and to on the proceeds received Subsequent Mortgage Loans collected after such the Subsequent Cut-off Date (minus that portion of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey such payment which is allocable to the Trust Fundperiod prior to the Subsequent Cut-off Date); provided, without recourse however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company’s Instrument and (except as otherwise explicitly provided for hereinii) all of its right, title and interest in and to the Seller’s Subsequent Transfer Instrument, dated as of , 2004 (the “Seller’s Instrument”), between the Seller and the Company. The Company, contemporaneously with the delivery of this Company’s Instrument, has delivered or caused to be delivered to the Custodian each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loans, exclusive . The transfer to the Trustee by the Company of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitationidentified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Company, the MortgagesTrustee, the Custodial Files and all other documentsCustodian, materials and properties appurtenant thereto the Class A-1 Insurer and the Mortgage Notes, including all interest Certificateholders to constitute and principal collected to be treated as a sale by the Depositor on or with respect Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trustee on the Subsequent Mortgage Loans after Transfer Date of all the related Subsequent Cut-off Date, together with all of its Company’s right, title and interest in and to the proceeds received after Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the Subsequent Mortgage Loans, and such Subsequent Cut-off Date other property, to secure all of any related insurance policies the Company’s obligations hereunder, and this Company’s Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian on behalf of the Trust Fund. The expenses and costs relating Trustee, in addition to the delivery of holding the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by related MI Policies for the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 benefit of the Unaffiliated Seller's Agreement with respect to Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the date hereof. The Unaffiliated Seller hereby delivers notice Subsequent Transfer Date), any continuation statements with respect thereto and confirms that each any amendments thereto required to reflect a change in the name or corporate structure of the conditions set forth Company or the filing of any additional UCC-1 financing statements due to the change in Section 2.01(c) the state of incorporation of the Pooling Company as are necessary to perfect and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects protect the interests of the Certificateholders or is necessary for Trustee and its assignees in each Subsequent Mortgage Loan, the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York related MI Policies and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCproceeds thereof., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (c) below in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the DepositorTrust Fund but subject to the other terms and provisions of this Agreement all of the right, without recourse title and interest of the Depositor in the (except as otherwise explicitly provided for hereini) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and . The transfer to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of Trustee by the Depositor or any other Person with respect to of the Subsequent Mortgage Loans but including specifically, without limitationidentified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the MortgagesServicer, the Custodial Files and all other documentsTrustee, materials and properties appurtenant thereto the Supplemental Interest Trust Trustee and the Mortgage Notes, including all interest Certificateholders to constitute and principal collected by the Depositor on or with respect to be treated as a sale of the Subsequent Mortgage Loans after by the related Subsequent Cut-off Date, together with all of its right, title and interest in and Depositor to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date (except that, in the case of Subsequent Mortgage Loans that are Delayed Delivery Subsequent Mortgage Loans, such delivery may take place within five (5) Business Days of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer"Date).

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Cut -off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ -------------------------------------- Name: Title: By: ------------------------------------ -------------------------------------- Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ -------------------------------------- Name: Title: COUNTRYWIDE HOME LOANS SERVICING LPFAIRBANKS CAPITAL CORP., as Servicer By: Countrywide GP, Inc. By: ------------------------------------ -------------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ -------------------------------------- Name: Title: By: -------------------------------------- Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR --------------------- Re: IXIS Real Estate CDC Mortgage Capital Trust 20052003-HE1 Mortgage Pass-Through Certificates, Series 20052003-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February November 1, 2005 2002 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate CDC Mortgage Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LPFairbanks Capital Corp., as servicer (the "Servicer").. I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p3.01(o), 3.01(o3.01(p) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer Master Financial and Saxon hereby affirms affirm the representations and warranties set forth in Schedule Schedules IIA and IIIA, respectively, to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the each Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX MORGAN STANLEY ABS CAPITAL I INC., as xx Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LPMASTER FINANCIAL, INC., as a Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: SAXON MORTGAGE SERVICES INC., as a Servicer BY: [----------------------------------] By: ------------------------------------ Name: Title: JPMORGAN CHASE BANK, National Association, as Securities Administrator and Master Servicer By: ------------------------------------ Name: Title: L-4 DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO BY DEPOSITOR Re: IXIS Real Estate Capital Trust 20052006-HE1 HE2 Mortgage Pass-Through Certificates, Series 20052006-HE1HE2, issued pursuant to the Pooling and Servicing Agreement, Agreement dated as of February May 1, 2005 2006 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Xxxxxx Xxxancial, Inc., as a servicer ("Master Financial"), Saxon Mortgage Services Inc., as a servicer ("Saxon" and together with Master Financial, the "Servicers"), IXIS Real Estate Capital Inc., as unaffiliated sellerseller (the "Unaffiliated Seller"), Deutsche Bank National Trust Company, as trustee and custodian (in each such capacity, respectively, the "Trustee" and the "Custodian") and trustee JPMorgan Chase Bank, National Association, as securities administrator, master servicer and backup servicer (in each such capacity, respectively, the "TrusteeSecurities Administrator"), and Countrywide Home Loans Servicing LP, as servicer (the "Master Servicer" and the "Backup Servicer").. I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the DepositorTrust Fund but subject to the other terms and provisions of this Agreement all of the right, without recourse title and interest of the Depositor in and to (except as otherwise explicitly provided for hereini) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and . The transfer to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of Trustee for deposit in the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of Pool by the Depositor or any other Person with respect to of the Subsequent Mortgage Loans but including specifically, without limitationidentified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the MortgagesServicer, the Custodial Files and all other documentsMaster Servicer, materials and properties appurtenant thereto the Trust Administrator, the Trustee and the Mortgage Notes, including all interest Certificateholders to constitute and principal collected by the Depositor on or with respect to be treated as a sale of the Subsequent Mortgage Loans after by the related Subsequent Cut-off Date, together with all of its right, title and interest in and Depositor to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the delivery Trustee (or the Custodian on behalf of the Trustee) at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and so transferred (as identified on the Pooling and Servicing Agreement shall be borne Mortgage Loan Schedule provided by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(fDepositor), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed constitute a fixed-price purchase contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. (a) The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorIssuer, without recourse (except as otherwise explicitly provided for herein) recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to and including all principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files on and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of the Home Equity Loan Purchase Agreement; provided, however, that the Seller reserves and retains all of its right, title and interest in and to principal received and interest accruing on the proceeds received after such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.2 of the Home Equity Loan Purchase Agreement. The transfer to the Issuer by the Seller of the Subsequent Mortgage Loans identified on the Subsequent Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Issuer, the Indenture Trustee and the Noteholders to constitute and to be treated as a sale by the Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Issuer on the Subsequent Transfer Date of any related insurance policies on behalf of all the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its Seller's right, title and interest in and to the Subsequent Mortgage Loans, exclusive and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Issuer as of the obligations Subsequent Transfer Date a security interest in all of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its Seller's right, title and interest in in, to and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of under the Subsequent Mortgage Loans specified in Loans, and such other property, to secure all of the Issuer's obligations hereunder, and this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or constitute a memorandum thereof if permitted security agreement under applicable law, is subject . The Seller agrees to recordation in all appropriate public offices for real property records in all counties take or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation cause to be effected by taken such actions and to execute such documents, including without limitation the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion filing of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is all necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").UCC-1

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller As of September 1, 1997 (the "Subsequent Cut-Off Date"), the Company does hereby irrevocably sell, transfer, assign, set over setover and otherwise convey to the DepositorPurchaser, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to and all benefits accruing from the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect which are delivered to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies Custodian on behalf of the Depositor. The Depositor does hereby irrevocably sellTrustee herewith (and all substitutions therefor as provided by Sections 3.3, transfer3.4 and 3.6 of the Pooling and Servicing Agreement), assign, set over together with the related Subsequent Mortgage Loan documents and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; and proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Mortgage Loans, exclusive cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the obligations foregoing). The Company shall deliver the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Sections 3.5 and 3.8 of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files Pooling and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust FundServicing Agreement. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans documents specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated SellerCompany. The Unaffiliated Seller Company hereby affirms the representation representations and warranty warranties set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) the Pooling and 3.03 of Servicing Agreement that relate to the Unaffiliated Seller's Agreement with respect to Company and the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller Company hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c3.8(b), 3.8(c) of and 3.8(d) to the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, provided that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC.Terms capitalized herein and not defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. FIRST ALLIANCE MORTGAGE THE CHASE MANHATTAN BANK, COMPANY, as Unaffiliated Seller the Company as Trustee for First Alliance Mortgage Loan Trust 1997-3 By: ------------------------------------ /s/ Xxxx Xxxxx By: /s/ Xxxx Xxxxxxxx ------------------------------- ------------------------------- Name: Xxxx Xxxxx Name: Xxxx Xxxxxxxx Title: By: ------------------------------------ Name: Executive Vice President Title: XXXXXX XXXXXXX ABS CAPITAL I INC.Assistant Vice President FIRST ALLIANCE MORTGAGE Dated: September 30, as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP1997 COMPANY, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ /s/ Xxxx Xxxxx ------------------------------- Name: Xxxx Xxxxx Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: Executive Vice President EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 B LOAN SCHEDULE - GROUP I (the "Pooling and Servicing Agreement"FIXED), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ ---------------------------------- Name: Title: By: ------------------------------------ ---------------------------------- Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ ---------------------------------- Name: Title: COUNTRYWIDE HOME LOANS SERVICING LPOCWEN FEDERAL BANK FSB, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ ---------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ ---------------------------------- Name: Title: By: ---------------------------------- Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate CDC Mortgage Capital Trust 20052003-HE1 HE4 Mortgage Pass-Through Certificates, Series 20052003-HE1HE4, issued pursuant to the Pooling and Servicing Agreement, dated as of February November 1, 2005 2003 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate CDC Mortgage Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LPOcwen Federal Bank FSB, as servicer (the "Servicer").. I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Company of all or a portion of the balance of funds in the Pre-Funding Account, the Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor, without recourse (except as otherwise explicitly provided Trustee for herein) the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of its the right, title and interest of the Company in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to (i) the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and identified on the Mortgage Notes, including all interest and principal collected Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Unaffiliated Seller Company on or with respect to such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off DateDate and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, together with however, that the Company reserves and retains all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title principal due and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date. The transfer and delivery to the Trustee for deposit in the Mortgage Pool by the Company of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Company, together with all of its rightthe Master Servicer, title the Trustee and interest in the Certificateholders to constitute and to be treated as a sale of the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of Mortgage Loans by the Company to the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the delivery Trustee or the Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and so transferred (as identified on the Pooling and Servicing Agreement shall be borne Mortgage Loan Schedule provided by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(fCompany), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed constitute a fixed-price purchase contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Paying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall, on such Subsequent Transfer Date, sell, transfer, assign, set over and otherwise convey without recourse to the Depositor, without recourse Trust Fund (except as otherwise explicitly provided for hereinsubject to the other terms and provisions of this Agreement) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to (i) the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and identified on the Mortgage NotesLoan Schedule attached to the related Subsequent Transfer Instrument delivered by the Sponsor on such Subsequent Transfer Date, including (ii) all interest accruing thereon on and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off DateDate and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, together with however, that the Sponsor reserves and retains all of its right, title and interest in and to the proceeds principal received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the accruing on such Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and . The transfer to the proceeds received after such Subsequent CutTrust for deposit in Sub-off Date of any related insurance policies on behalf of Group I, Sub-Group II or Sub-Group III, as applicable, by the Trust Fund. The expenses and costs relating to the delivery Depositor of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Sponsor, the Master Servicer, the Securities Administrator, the Trustee and the Pooling Certificateholders to constitute and Servicing Agreement shall to be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 treated as a sale of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as by the Depositor to the Trust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the applicable Custodian, on its behalf, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trust from amounts released by the Paying Agent from the Pre-Funding Account shall be 100% of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each aggregate Stated Principal Balance of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans so transferred (as of identified on the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected Mortgage Loan Schedule provided by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage LoansDepositor). This Agreement shall be construed constitute a fixed price purchase contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Originators do hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Seller, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Originators with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Files and all other documents, materials and properties appurtenant thereto and the Notes, including all interest and principal collected by the Originators on or with respect to the Subsequent Mortgage Loans on or after the related Subsequent Cut-Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut-Off Date of any related insurance policies on behalf of the Seller. The Originators shall deliver the original Note, Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the delivery requirements of the Seller set forth in Section 2.05 of the Unaffiliated Seller's Agreement, dated as of September 1, 1998 (the "Unaffiliated Seller's Agreement"), among the Originators, the Seller and the Depositor. The Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans on or after the related Subsequent Cut-off Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut-off Off Date of any related insurance policies on behalf of the Depositor. The Seller shall deliver the original Note, Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Section 2.05 of the Unaffiliated Seller's Agreement. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust FundPurchaser, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans on or after the related Subsequent Cut-off Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut-off Off Date of any related insurance policies on behalf of the Trust FundPurchaser. The Depositor shall deliver the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Section 2.05 of the Pooling and Servicing Agreement. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Originators and the Seller hereby affirms affirm the representation representations and warranty warranties set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect Agreement, respectively, that relate to the Subsequent Mortgage Loans as of on the date hereof. The Unaffiliated Originators and the Seller each hereby delivers deliver notice and confirms confirm that each of the conditions set forth in Section 2.01(c2.03(b) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer Depositor hereby affirms the any of its representations and warranties set forth in Schedule IIA the Unaffiliated Seller's Agreement that relate to the Subsequent Mortgage Loans as of the date hereof. The Depositor hereby delivers notice and confirms that each of the conditions set forth in Section 2.03(b) to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans are satisfied as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expenseCertificateholders' expense on the direction of the Majority Certificateholders, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL Terms capitalized herein and not defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. AMERICAN BUSINESS CREDIT, INC. as Originator By: ---------------------------------- Name: Title: HOMEAMERICAN CREDIT, INC. D/B/A UPLAND MORTGAGE, as Originator By: ---------------------------------- Name: Title: NEW JERSEY MORTGAGE INVESTMENT CORP., as Originator By: ---------------------------------- Name: Title: ABFS 1998-3, INC., as Unaffiliated Seller By: ------------------------------------ ---------------------------------- Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC.PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION, as Depositor By: ------------------------------------ ---------------------------------- Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").:

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 (h) of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; providedPROVIDED, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ ------------------------------------- Name: Title: By: ------------------------------------ ------------------------------------- Name: Title: XXXXXX XXXXXXX MORGAN STANLEY ABS CAPITAL I INC., as Depositor xx Xxxoxxxxx By: ------------------------------------ ------------------------------------- Name: Title: COUNTRYWIDE HOME LOANS SERVICING LPOCWEN FEDERAL BANK FSB, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ ------------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ ------------------------------------- Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR ReBy: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").------------------------------------- Name: Title:

Conveyance of Subsequent Mortgage Loans. (a) The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorCompany, without recourse (except as otherwise explicitly provided for herein) recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive all scheduled payments of the obligations of the Unaffiliated Seller or any other Person with respect to principal and interest on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, together with and all other payments of its right, title principal and interest in and to on the proceeds received Subsequent Mortgage Loans collected after such the Subsequent Cut-off Date (minus that portion of any related insurance policies such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on behalf or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Company pursuant to the terms of this Seller's Instrument. The Seller, contemporaneously with the delivery of this Seller's Instrument, has delivered or caused to be delivered to the Indenture Trustee, at the direction of the DepositorCompany, each item set forth in Section 2.1(b) of the Mortgage Loan Purchase Agreement with respect to such Subsequent Mortgage Loans. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey transfer to the Trust FundCompany by the Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Seller, without recourse (except the Company, the Indenture Trustee and the Bondholders to constitute and to be treated as otherwise explicitly provided for herein) a sale by the Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Company on the Subsequent Transfer Date of all of its the Seller's right, title and interest in and to the Subsequent Mortgage Loans, exclusive and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Company as of the obligations Subsequent Transfer Date a security interest in all of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its Seller's right, title and interest in in, to and under the Subsequent Mortgage Loans, and such other property, to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf secure all of the Trust Fund. The expenses Seller's obligations hereunder, and costs relating this Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to the delivery of holding the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement for the benefit of the Bondholders and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f)Bond Insurer, 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to holds the Subsequent Mortgage Loans as designee and agent of the date hereofCompany. The Unaffiliated Seller hereby delivers notice agrees to take or cause to be taken such actions and confirms that each to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the conditions set forth in Section 2.01(c) State of Maryland and the Pooling and Servicing Agreement are satisfied State of Kansas (which shall be submitted for filing as of the date hereof. The Servicer hereby affirms Subsequent Transfer Date), any continuation statements with respect thereto and any amendments thereto required to reflect a change in the representations and warranties set forth in Schedule IIA name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the Pooling and Servicing Agreement with respect to change in the Subsequent Mortgage Loans as principal office of the date hereof. Additional terms of the sale Seller, as are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject necessary to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, perfect and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects protect the interests of the Certificateholders or is necessary for the administration or servicing of the Company and its assignees in each Subsequent Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York Loan and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCproceeds thereof., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. (a) The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorCompany, without recourse (except as otherwise explicitly provided for herein) recourse, all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, exclusive all scheduled payments of the obligations of the Unaffiliated Seller or any other Person with respect to principal and interest on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, together with and all other payments of its right, title principal and interest in and to on the proceeds received Subsequent Mortgage Loans collected after such the Subsequent Cut-off Date (minus that portion of any related insurance policies such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on behalf or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Company pursuant to the terms of this Seller's Instrument. The Seller, contemporaneously with the delivery of this Seller's Instrument, has delivered or caused to be delivered to the Custodian, at the direction of the DepositorCompany, each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loans and the related MI Policies. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey transfer to the Trust FundCompany by the Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Seller, without recourse (except the Company, the Certificate Administrator, the Trustee and the Certificateholders to constitute and to be treated as otherwise explicitly provided for herein) a sale by the Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Company on the Subsequent Transfer Date of all of its the Seller's right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, exclusive and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Company as of the obligations Subsequent Transfer Date a security interest in all of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its Seller's right, title and interest in, to and under the Subsequent Mortgage Loans, and such other property, to secure all of the Seller's obligations hereunder, and this Purchase Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian, in addition to holding the Subsequent Mortgage Loans and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies MI Policies on behalf of the Trust Fund. The expenses and costs relating to Trustee for the delivery benefit of the Certificateholders, holds the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling related MI Policies as designee and Servicing Agreement agent of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland and the State of Kansas (which shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans submitted for filing as of the date hereof. The Unaffiliated Seller hereby delivers notice Subsequent Transfer Date), any continuation statements with respect thereto and confirms that each any amendments thereto required to reflect a change in the name or corporate structure of the conditions set forth Seller or the filing of any additional UCC-1 financing statements due to the change in Section 2.01(c) the principal office of the Pooling Seller, as are necessary to perfect and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects protect the interests of the Certificateholders or is necessary for Company and its assignees in each Subsequent Mortgage Loan, the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York related MI Policies and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCproceeds thereof., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (f) Subject to the conditions set forth in paragraph (b) below, in consideration of the Security Administrator’s delivery on the Subsequent Transfer Dates to or upon the order of the Company of all or a portion of the balance of funds in the Pre-Funding Account, the Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor, without recourse (except as otherwise explicitly provided Trustee for herein) the benefit of the Trust Fund but subject to the other terms and provisions of this Agreement all of its the right, title and interest of the Company in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to (i) the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and identified on the Mortgage Notes, including all interest and principal collected Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Unaffiliated Seller Company on or with respect to such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off DateDate and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, together with however, that the Company reserves and retains all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title principal due and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title . The transfer and interest in and delivery to the proceeds received after such Subsequent Cut-off Date of any related insurance policies applicable Custodian on behalf of the Trustee for deposit in the Mortgage Pool by the Company of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement shall be absolute and is intended by the Company, the Master Servicer, the Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Company to the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the delivery Trustee or the applicable Custodian at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Securities Administrator from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and so transferred (as identified on the Pooling and Servicing Agreement shall be borne Mortgage Loan Schedule provided by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(fCompany), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed constitute a fixed-price purchase contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the remittance on each Subsequent Transfer Date to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, which constitute the purchase price for the related Subsequent Mortgage Loans, as described in the next paragraph, the Depositor shall on such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to (i) the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and identified on the Mortgage NotesLoan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, including all interest and principal collected by the Unaffiliated Seller received on or with respect to the Subsequent Mortgage Loans after so assigned and the related Depositor shall deliver to, and deposit with, the Trustee (or the Custodian on its behalf) all items with respect to such Subsequent Cut-off DateMortgage Loans to be delivered pursuant to Section 2.01; provided, together with however, that the Depositor reserves and retains all of its right, title and interest in and to the proceeds principal received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, together with all of its rightthe Servicer, title the Trustee and interest in the Certificateholders to constitute and to be treated as a sale of the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of Mortgage Loans by the Depositor to the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the delivery Trustee or to the Custodian (as the duly appointed agent of the Trustee) on or before the related Subsequent Transfer Date. The Servicer shall amend the Mortgage Loan Schedule to reflect any additions of such Subsequent Mortgage Loans. After the Subsequent Transfer Date, the Subsequent Mortgage Loans specified shall constitute part of the Mortgage Group designated in this the Subsequent Transfer Instrument and shall be subject in all respects to the terms of this Agreement and the Pooling Sale Agreement, including all applicable representations and Servicing warranties thereof included in the Sale Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereofof substitution. The Unaffiliated Seller hereby delivers notice Upon delivery by the Depositor of timely Addition Notices, and confirms that each subject to satisfaction of the conditions set forth in Section 2.01(cparagraphs (c) and (d) below, the Trust Fund shall be obligated to purchase, in accordance with the provisions of this Agreement, Subsequent Mortgage Loans offered for sale by the Pooling Depositor during the Funding Period (subject to the limitation that the aggregate purchase price for such Subsequent Mortgage Loans may not exceed the Original Pre-Funded Amount (and Servicing Agreement are satisfied as of further that the date hereofaggregate purchase price for Subsequent Mortgage Loans added to Group One and Group Two may not exceed the Group One Original Pre-Funded Amount or the Group Two Original Pre-Funded Amount, respectively)). The Servicer hereby affirms purchase price paid by the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to Trust Fund for the Subsequent Mortgage Loans on each Subsequent Transfer Date shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor) as of the date hereofrelated Subsequent Cut-off Date. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this On each Subsequent Transfer AgreementDate, or a memorandum thereof if permitted under applicable law, is subject to recordation in the aggregate purchase price for all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of Subsequent Mortgage Loans purchased on such date shall be withdrawn by the properties subject Securities Administrator from the Pre-Funding Account and paid to the Mortgages are situatedDepositor. Thereafter, and in any other appropriate public recording office or elsewhere, such recordation to be effected the Pre-Funded Amount will equal the Original Pre-Funded Amount reduced by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary purchase price paid for the administration or servicing of the Subsequent Mortgage Loans. This Agreement shall be construed constitute a fixed-price purchase contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. (a) The Unaffiliated Seller Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTrustee, without recourse recourse, (except as otherwise explicitly provided for hereini) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, exclusive all scheduled payments of the obligations of the Unaffiliated Seller or any other Person with respect to principal and interest on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, together with and all other payments of its right, title principal and interest in and to on the proceeds received Subsequent Mortgage Loans collected after such the Subsequent Cut-off Date (minus that portion of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey such payment which is allocable to the Trust Fundperiod prior to the Subsequent Cut-off Date); provided, without recourse however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company’s Instrument and (except as otherwise explicitly provided for hereinii) all of its right, title and interest in and to the Seller’s Subsequent Transfer Instrument, dated as of , 2003 (the “Seller’s Instrument”), between the Seller and the Company. The Company, contemporaneously with the delivery of this Company’s Instrument, has delivered or caused to be delivered to the Custodian each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loans, exclusive . The transfer to the Trustee by the Company of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitationidentified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Company, the MortgagesTrustee, the Custodial Files and all other documents, materials and properties appurtenant thereto Custodian and the Mortgage Notes, including all interest Certificateholders to constitute and principal collected to be treated as a sale by the Depositor on or with respect Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trustee on the Subsequent Mortgage Loans after Transfer Date of all the related Subsequent Cut-off Date, together with all of its Company’s right, title and interest in and to the proceeds received after Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the Subsequent Mortgage Loans, and such Subsequent Cut-off Date other property, to secure all of any related insurance policies the Company’s obligations hereunder, and this Company’s Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian on behalf of the Trust Fund. The expenses and costs relating Trustee, in addition to the delivery of holding the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by related MI Policies for the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 benefit of the Unaffiliated Seller's Agreement with respect to Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the date hereof. The Unaffiliated Seller hereby delivers notice Subsequent Transfer Date), any continuation statements with respect thereto and confirms that each any amendments thereto required to reflect a change in the name or corporate structure of the conditions set forth Company or the filing of any additional UCC-1 financing statements due to the change in Section 2.01(c) the state of incorporation of the Pooling Company as are necessary to perfect and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects protect the interests of the Certificateholders or is necessary for Trustee and its assignees in each Subsequent Mortgage Loan, the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York related MI Policies and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCproceeds thereof., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer ByBY: Countrywide COUNTRYWIDE GP, Inc. INC. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 20052004-HE1 HE4 Mortgage Pass-Through Certificates, Series 20052004-HE1HE4, issued pursuant to the Pooling and Servicing Agreement, dated as of February November 1, 2005 2004 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's ’s Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's ’s expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX MXXXXX SXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: By: Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate CDC Mortgage Capital Trust 20052004-HE1 HE2 Mortgage Pass-Through Certificates, Series 20052004-HE1HE2, issued pursuant to the Pooling and Servicing Agreement, dated as of February May 1, 2005 2004 (the "“Pooling and Servicing Agreement"”), among Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx ABS Capital I Inc., as depositor (the "“Depositor"”, IXIS Real Estate CDC Mortgage Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian trustee (the "Custodian") and trustee (in such capacity, the "“Trustee"”), and Countrywide Home Loans Servicing LP, as servicer (the "“Servicer"”).. I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Paying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of related funds in the Pre-Funding Account, the Depositor shall, on such Subsequent Transfer Date, sell, transfer, assign, set over and otherwise convey without recourse to the Depositor, without recourse Trust Fund (except as otherwise explicitly provided for hereinsubject to the other terms and provisions of this Agreement) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to (i) the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and identified on the Mortgage NotesLoan Schedule attached to the related Subsequent Transfer Instrument delivered by the Sponsor on such Subsequent Transfer Date, including (ii) all interest accruing thereon on and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off DateDate and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, together with however, that the Sponsor reserves and retains all of its right, title and interest in and to the proceeds principal received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the accruing on such Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and . The transfer to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of Trust for deposit by the Trust Fund. The expenses and costs relating to the delivery Depositor of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Sponsor, the Trustee and the Pooling Certificateholders to constitute and Servicing Agreement shall to be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 treated as a sale of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as by the Depositor to the Trust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian, on its behalf at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trust from amounts released by the Paying Agent from the Pre-Funding Account shall be 100% of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each aggregate Stated Principal Balance of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans so transferred (as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of identified on the Mortgage LoansLoan Schedule). This Agreement shall be construed constitute a fixed price purchase contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. (a) The Unaffiliated Seller Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTrustee, without recourse recourse, (except as otherwise explicitly provided for hereini) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, exclusive all scheduled payments of the obligations of the Unaffiliated Seller or any other Person with respect to principal and interest on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, together with and all other payments of its right, title principal and interest in and to on the proceeds received Subsequent Mortgage Loans collected after such the Subsequent Cut-off Date (minus that portion of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey such payment which is allocable to the Trust Fundperiod prior to the Subsequent Cut-off Date); provided, without recourse however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company's Instrument and (except as otherwise explicitly provided for hereinii) all of its right, title and interest in and to the Seller's Subsequent Transfer Instrument, dated as of ______ __, 2001 (the "Seller's Instrument"), between the Seller and the Company. The Company, contemporaneously with the delivery of this Company's Instrument, has delivered or caused to be delivered to the Certificate Administrator each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loans, exclusive . The transfer to the Trustee by the Company of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitationidentified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Company, the MortgagesTrustee, the Custodial Files and all other documents, materials and properties appurtenant thereto Certificate Administrator and the Mortgage Notes, including all interest Certificateholders to constitute and principal collected to be treated as a sale by the Depositor on or with respect Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trustee on the Subsequent Mortgage Loans after Transfer Date of all the related Subsequent Cut-off Date, together with all of its Company's right, title and interest in and to the proceeds received after Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company's right, title and interest in, to and under the Subsequent Mortgage Loans, and such Subsequent Cut-off Date other property, to secure all of any related insurance policies the Company's obligations hereunder, and this Company's Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Certificate Administrator on behalf of the Trust Fund. The expenses and costs relating Trustee, in addition to the delivery of holding the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by related MI Policies for the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 benefit of the Unaffiliated Seller's Agreement with respect to Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the date hereof. The Unaffiliated Seller hereby delivers notice Subsequent Transfer Date), any continuation statements with respect thereto and confirms that each any amendments thereto required to reflect a change in the name or corporate structure of the conditions set forth Company or the filing of any additional UCC-1 financing statements due to the change in Section 2.01(c) the state of incorporation of the Pooling Company as are necessary to perfect and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects protect the interests of the Certificateholders or is necessary for Trustee and its assignees in each Subsequent Mortgage Loan, the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York related MI Policies and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCproceeds thereof., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Securities Administrator's delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the DepositorTrust Fund but subject to the other terms and provisions of this Agreement all of the right, without recourse title and interest of the Depositor in and to (except as otherwise explicitly provided for hereini) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and . The transfer to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of Trustee for deposit in the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of mortgage pool by the Depositor or any other Person with respect to of the Subsequent Mortgage Loans but including specifically, without limitationidentified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the MortgagesServicers, the Custodial Files and all other documents, materials and properties appurtenant thereto Trustee and the Mortgage Notes, including all interest Certificateholders to constitute and principal collected by the Depositor on or with respect to be treated as a sale of the Subsequent Mortgage Loans after by the related Subsequent Cut-off Date, together with all of its right, title and interest in and Depositor to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the delivery Trustee (or the related Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid on behalf of the Trustee from amounts released from the Group I Pre-Funding Sub-Account or the Group II Pre-Funding Sub-Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and so transferred (as identified on the Pooling and Servicing Agreement shall be borne Mortgage Loan Schedule provided by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(fDepositor), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed constitute a fixed-price purchase contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the DepositorTrust Fund but subject to the other terms and provisions of this Agreement all of the right, without recourse title and interest of the Depositor in an to (except as otherwise explicitly provided for hereini) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and . The transfer to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of Trustee by the Depositor or any other Person with respect to of the Subsequent Mortgage Loans but including specifically, without limitationidentified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the MortgagesMaster Servicer, the Custodial Files and all other documents, materials and properties appurtenant thereto Trustee and the Mortgage Notes, including all interest Certificateholders to constitute and principal collected by the Depositor on or with respect to be treated as a sale of the Subsequent Mortgage Loans after by the related Subsequent Cut-off Date, together with all of its right, title and interest in and Depositor to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the delivery Trustee at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be 100% of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and so transferred (as identified on the Pooling and Servicing Agreement shall be borne Mortgage Loan Schedule provided by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(fDepositor), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed constitute a fixed-price contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated As of March 10, 1997 (the "Subsequent Transfer Date"), the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorDepositor and the Depositor does hereby irrevocably transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to and all benefits accruing from the Subsequent Mortgage Loans but including specifically(other than any principal received and interest payments received thereon on or prior to March 1, without limitation1997 whether or not received) (such date, the Mortgages, "Subsequent Cut-Off Date") which are delivered to the Custodial Files Trustee herewith (and all other documentssubstitutions therefor as provided by Sections 3.04, materials 3.05 and properties appurtenant thereto 3.06 of the Pooling and the Mortgage NotesServicing Agreement), including all interest and principal collected by the Unaffiliated Seller on or together with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title Mortgage Loan documents and the interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and to all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; and proceeds received after such Subsequent Cut-off Date of all the foregoing (including, but not by way of limitation, all proceeds of any related mortgage insurance, hazard insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and insurance policy relating to the Subsequent Mortgage Loans, exclusive cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the obligations foregoing). The Seller shall deliver the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Sections 3.05 and 3.07 of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files Pooling and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust FundServicing Agreement. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans documents specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation representations and warranty warranties set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) the Pooling and 3.03 of Servicing Agreement that relate to the Unaffiliated Seller's Agreement with respect to Seller and the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c3.07(b) of and 3.07(c) to the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA Pursuant to Section 3.07(a) of the Pooling and Servicing Agreement with respect Agreement, the Seller hereby instructs the Trustee to release one-hundred percent of the aggregate principal balances of the Subsequent Mortgage Loans as of so transferred from the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable lawPre-Funding Account, $5,670,263, pursuant to this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject Agreement and to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing include $5,670,263 of the Mortgage Loans. This Agreement shall be construed Loans listed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined Schedule 2 hereto in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same AgreementGroup II. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, provided that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., Terms capitalized herein and not defined herein shall have their respective meanings as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to set forth in the Pooling and Servicing Agreement. AMRESCO RESIDENTIAL SECURITIES CORPORATION as Depositor By: /s/ Janice M. Cott -------------------------------------- Name: Janice M. Cott Title: Vxxx Xxxxxdent AMRESCO RESIDENTIAL CAPITAL MARKETS, dated INC. as of February 1Seller By: /s/ Janice M. Cott -------------------------------------- Name: Janice M. Cott Title: Vxxx Xxxxxdent AMRESCO RESIDENTIAL SECURITIES CORPORATION MORTGAGE LOAN TRUST 1996-5, 2005 (the "Pooling and Servicing Agreement")by The Chase Manhattan Bank as Trustee By: /s/ Kimberly K. Costa -------------------------------------- Name: Title: Dated: March 10, among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").1997 AMRESCO Mortgage Loan Schedule - Prefund III 1996-5 Group 2 Adjustable Rate Loans

Conveyance of Subsequent Mortgage Loans. (a) The Unaffiliated Seller Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorTrustee, without recourse recourse, (except as otherwise explicitly provided for hereini) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related MI Policies, exclusive all scheduled payments of the obligations of the Unaffiliated Seller or any other Person with respect to principal and interest on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, together with and all other payments of its right, title principal and interest in and to on the proceeds received Subsequent Mortgage Loans collected after such the Subsequent Cut-off Date (minus that portion of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey such payment which is allocable to the Trust Fundperiod prior to the Subsequent Cut-off Date); provided, without recourse however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Trustee pursuant to the terms of this Company’s Instrument and (except as otherwise explicitly provided for hereinii) all of its right, title and interest in and to the Seller’s Subsequent Transfer Instrument, dated as of , 200 (the “Seller’s Instrument”), between the Seller and the Company. The Company, contemporaneously with the delivery of this Company’s Instrument, has delivered or caused to be delivered to the Custodian each item set forth in Section 2.02(b) of the Purchase Agreement with respect to such Subsequent Mortgage Loans, exclusive . The transfer to the Trustee by the Company of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitationidentified on the attached Mortgage Loan Schedule and the related MI Policies shall be absolute and is intended by the Company, the MortgagesTrustee, the Custodial Files and all other documents, materials and properties appurtenant thereto Custodian and the Mortgage Notes, including all interest Certificateholders to constitute and principal collected to be treated as a sale by the Depositor on or with respect Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Trustee on the Subsequent Mortgage Loans after Transfer Date of all the related Subsequent Cut-off Date, together with all of its Company’s right, title and interest in and to the proceeds received after Subsequent Mortgage Loans and the related MI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Company hereby grants to the Trustee as of the Subsequent Transfer Date a security interest in all of the Company’s right, title and interest in, to and under the Subsequent Mortgage Loans, and such Subsequent Cut-off Date other property, to secure all of any related insurance policies the Company’s obligations hereunder, and this Company’s Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Custodian on behalf of the Trust Fund. The expenses and costs relating Trustee, in addition to the delivery of holding the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by related MI Policies for the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 benefit of the Unaffiliated Seller's Agreement with respect to Certificateholders, holds the Subsequent Mortgage Loans and the related MI Policies as designee and agent of the Trustee. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the date hereof. The Unaffiliated Seller hereby delivers notice Subsequent Transfer Date), any continuation statements with respect thereto and confirms that each any amendments thereto required to reflect a change in the name or corporate structure of the conditions set forth Company or the filing of any additional UCC-1 financing statements due to the change in Section 2.01(c) the state of incorporation of the Pooling Company as are necessary to perfect and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects protect the interests of the Certificateholders or is necessary for Trustee and its assignees in each Subsequent Mortgage Loan, the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York related MI Policies and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCproceeds thereof., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. (a) The Unaffiliated Seller Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorIssuer, without recourse recourse, (except as otherwise explicitly provided for hereini) all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related PMI Policies, exclusive all scheduled payments of the obligations of the Unaffiliated Seller or any other Person with respect to principal and interest on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, together with and all other payments of its right, title principal and interest in and to on the proceeds received Subsequent Mortgage Loans collected after such the Subsequent Cut-off Date (minus that portion of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey such payment which is allocable to the Trust Fundperiod prior to the Subsequent Cut-off Date); provided, without recourse however, that no scheduled payments of principal and interest due on or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Issuer pursuant to the terms of this Company's Instrument and (except as otherwise explicitly provided for hereinii) all of its right, title and interest in and to the Seller's Subsequent Transfer Instrument, dated as of October 21, 1998 (the "Seller's Instrument"), between the Seller and the Company. The Company, contemporaneously with the delivery of this Company's Instrument, has delivered or caused to be delivered to the Indenture Trustee each item set forth in Section 2.1(b) of the Mortgage Loan Purchase Agreement with respect to such Subsequent Mortgage Loans, exclusive . The transfer to the Issuer by the Company of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitationidentified on the attached Mortgage Loan Schedule and the related PMI Policies shall be absolute and is intended by the Company, the MortgagesIssuer, the Custodial Files and all other documents, materials and properties appurtenant thereto Indenture Trustee and the Mortgage Notes, including all interest Bondholders to constitute and principal collected to be treated as a sale by the Depositor on or with respect Company. The parties hereto intend that the transactions set forth herein constitute a sale by the Company to the Issuer on the Subsequent Mortgage Loans after Transfer Date of all the related Subsequent Cut-off Date, together with all of its Company's right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any Mortgage Loans and the related insurance policies on behalf PMI Policies, and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Company hereby grants to the Issuer as of the Trust Fund. The expenses Subsequent Transfer Date a security interest in all of the Company's right, title and costs relating interest in, to and under the delivery Subsequent Mortgage Loans, and such other property, to secure all of the Company's obligations hereunder, and this Company's Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to holding the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by related PMI Policies for the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 benefit of the Unaffiliated Seller's Agreement with respect to Bondholders and the Bond Insurer, holds the Subsequent Mortgage Loans and the related PMI Policies as designee and agent of the Issuer. The Company agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware and the State of Kansas (which shall be submitted for filing as of the date hereof. The Unaffiliated Seller hereby delivers notice Subsequent Transfer Date), any continuation statements with respect thereto and confirms that each any amendments thereto required to reflect a change in the name or corporate structure of the conditions set forth Company or the filing of any additional UCC-1 financing statements due to the change in Section 2.01(c) the principal office of the Pooling Company, as are necessary to perfect and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects protect the interests of the Certificateholders or is necessary for Issuer and its assignees in each Subsequent Mortgage Loan, the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York related PMI Policies and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCproceeds thereof., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p3.01(o), 3.01(o3.01(p) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer Saxon hereby affirms the representations and warranties set forth in Schedule IIA IIIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS NATIXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By:[____________________________________] By: ------------------------------------ ------------------------------------- Name: Title: MORGAN STANLEY ABS CAPITAL I INC., ax Xxxxxitor By: ------------------------------------- Name: Title: SAXON MORTGAGE SERVICES, INC., as the Servicer By: ------------------------------------- Name: Title: By: ------------------------------------ ------------------------------------- Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC.WELLS FARGO BANK, NATIONAL ASXXXXXTION, as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Securities Administrator and Master Servicer By: Countrywide GP, Inc. By: ------------------------------------ ------------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: EXHIBIT M N FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR WITH FORM 10-K Re: IXIS Natixis Real Estate Capital Trust 20052007-HE1 HE2 (the "Trust"), Mortgage Pass-Through Certificates, Series 20052007-HE1HE2, issued pursuant to the Pooling and Servicing Agreement, dated as of February April 1, 2005 (the "Pooling and Servicing Agreement")2007, among Xxxxxx Xxxxxxx Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor", IXIS Natixis Real Estate Capital Xxxxtal Inc., as unaffiliated sellerUnaffiliated Seller, Wells Fargo Bank, National Association, as Master Servicer xxx Xecurities Administrator, Saxon Mortgage Services, Inc., as Servicer and Deutsche Bank National Trust Company, as custodian (Trustee -------------------------------------------------------------------- I, [identify the "Custodian") and trustee (in such capacitycertifying individual], the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").certify that:

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the DepositorTrust Fund but subject to the other terms and provisions of this Agreement all of the right, without recourse title and interest of the Depositor in and to (except as otherwise explicitly provided for hereini) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and . The transfer to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of Trustee for deposit in the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of Pool by the Depositor or any other Person with respect to of the Subsequent Mortgage Loans but including specifically, without limitationidentified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the MortgagesServicer, the Custodial Files and all other documents, materials and properties appurtenant thereto Trustee and the Mortgage Notes, including all interest Certificateholders to constitute and principal collected by the Depositor on or with respect to be treated as a sale of the Subsequent Mortgage Loans after by the related Subsequent Cut-off Date, together with all of its right, title and interest in and Depositor to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the delivery Trustee at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-funding account or the Group II Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and so transferred (as identified on the Pooling and Servicing Agreement shall be borne Mortgage Loan Schedule provided by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(fDepositor), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed constitute a fixed-price purchase contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ -------------------------------------- Name: Title: By: ------------------------------------ -------------------------------------- Name: Title: XXXXXX XXXXXXX MORGAN STANLEY ABS CAPITAL I INC., as Depositor xx Xxxxsitor By: ------------------------------------ -------------------------------------- Name: Title: COUNTRYWIDE HOME LOANS SERVICING LPOCWEN FEDERAL BANK FSB, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ -------------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ -------------------------------------- Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR ReBy: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").-------------------------------------- Name: Title:

Conveyance of Subsequent Mortgage Loans. The Originators do hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Seller, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Originators with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Files and all other documents, materials and properties appurtenant thereto and the Notes, including all interest and principal collected by the Originators on or with respect to the Subsequent Mortgage Loans on or after the related Subsequent Cut-Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut-Off Date of any related insurance policies on behalf of the Seller. The Originators shall deliver the original Note, Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the delivery requirements of the Seller set forth in Section 2.05 of the Unaffiliated Seller's Agreement, dated as of September 1, 1997 (the "Unaffiliated Seller's Agreement"), among the Originators, the Seller and the Depositor. The Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans on or after the related Subsequent Cut-off Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut-off Off Date of any related insurance policies on behalf of the Depositor. The Seller shall deliver the original Note, Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Section 2.05 of the Unaffiliated Seller's Agreement. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust FundPurchaser, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans on or after the related Subsequent Cut-off Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut-off Off Date of any related insurance policies on behalf of the Trust FundPurchaser. The Depositor shall deliver the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Section 2.05 of the Pooling and Servicing Agreement. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Originators and the Seller hereby affirms affirm the representation representations and warranty warranties set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect Agreement, respectively, that relate to the Subsequent Mortgage Loans as of on the date hereof. The Unaffiliated Originators and the Seller each hereby delivers deliver notice and confirms confirm that each of the conditions set forth in Section 2.01(c2.03(b) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer Depositor hereby affirms the any of its representations and warranties set forth in Schedule IIA the Unaffiliated Seller's Agreement that relate to the Subsequent Mortgage Loans as of the date hereof. The Depositor hereby delivers notice and confirms that each of the conditions set forth in Section 2.03(b) to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans are satisfied as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expenseCertificateholders' expense on the direction of the Majority Certificateholders, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL Terms capitalized herein and not defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. AMERICAN BUSINESS CREDIT, INC. as Originator By: _____________________________________ Name: Title: HOMEAMERICAN CREDIT, INC. D/B/A UPLAND MORTGAGE, as Originator By: _____________________________________ Name: Title: ABFS 1997-1, INC., as Unaffiliated Seller By: ------------------------------------ _____________________________________ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC.PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION, as Depositor By: ------------------------------------ _____________________________________ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANYTHE CHASE MANHATTAN BANK, as Trustee By: ------------------------------------ _____________________________________ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").:

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the DepositorTrust Fund but subject to the other terms and provisions of this Agreement all of the right, without recourse title and interest of the Depositor in an to (except as otherwise explicitly provided for hereini) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and . The transfer to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of Trustee by the Depositor or any other Person with respect to of the Subsequent Mortgage Loans but including specifically, without limitationidentified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the MortgagesMaster Servicer, the Custodial Files and all other documents, materials and properties appurtenant thereto Trustee and the Mortgage Notes, including all interest Certificateholders to constitute and principal collected by the Depositor on or with respect to be treated as a sale of the Subsequent Mortgage Loans after by the related Subsequent Cut-off Date, together with all of its right, title and interest in and Depositor to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the delivery Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be 100% of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans specified in this so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne Instrument provided by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(fDepositor), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed constitute a fixed-price contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. (a) The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorIssuer, without recourse (except as otherwise explicitly provided for herein) recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to and including all principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files on and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of the Home Equity Loan Purchase Agreement; provided, however, that the Seller reserves and retains all of its right, title and interest in and to the proceeds principal received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date. The Seller, together contemporaneously with all the delivery of its rightthis Agreement, title and interest in and has delivered or caused to be delivered to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf Indenture Trustee each item set forth in Section 2.2 of the Trust FundHome Equity Loan Purchase Agreement. The expenses and costs relating transfer to the delivery Issuer by the Seller of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to identified on the Subsequent Mortgage Loans Loan Schedule shall be absolute and is intended by the Seller, the Issuer, the Indenture Trustee and the Noteholders to constitute and to be treated as a sale by the Seller. financing statements filed in the State of Delaware and the State of California (which shall be submitted for filing as of the date hereof. The Unaffiliated Seller hereby delivers notice Subsequent Transfer Date), any continuation statements with respect thereto and confirms that each any amendments thereto required to reflect a change in the name or corporate structure of the conditions set forth Seller or the filing of any additional UCC-1 financing statements due to the change in Section 2.01(c) the principal office of the Pooling Seller, as are necessary to perfect and Servicing Agreement are satisfied as of protect the date hereof. The Servicer hereby affirms the representations and warranties set forth Issuer's interests in Schedule IIA to the Pooling and Servicing Agreement with respect to the each Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York Loan and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCproceeds thereof., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. (a) The Unaffiliated Seller Sponsor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorSeller, without recourse (except as otherwise explicitly provided for herein) recourse, all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related assets, exclusive all scheduled payments of the obligations of the Unaffiliated Seller or any other Person with respect to principal and interest on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, together with and all other payments of its right, title principal and interest in and to on the proceeds received Subsequent Mortgage Loans collected after such the Subsequent Cut-off Date (minus that portion of any related insurance policies such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on behalf or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Seller pursuant to the terms of this Instrument. The Sponsor, contemporaneously with the delivery of this Instrument, has delivered or caused to be delivered to the Indenture Trustee, each item set forth in Section 2.05 of the DepositorSale and Servicing Agreement with respect to such Subsequent Mortgage Loans and the related assets. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey transfer to the Trust FundSeller by the Sponsor of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Sponsor, without recourse (Seller, the Indenture Trustee and the Noteholders to constitute and to be treated as a sale by the Sponsor, except as otherwise explicitly provided for herein) tax and accounting purposes. The parties hereto intend that the transactions set forth herein constitute a sale by the Sponsor to the Seller on the Subsequent Transfer Date of all of its the Sponsor's right, title and interest in and to the Subsequent Mortgage LoansLoans and the related assets, exclusive and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be such a sale, the Sponsor hereby grants to the Seller as of the obligations Subsequent Transfer Date a security interest in all of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its Sponsor's right, title and interest in in, to and under the Subsequent Mortgage Loans, and such other property, to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf secure all of the Trust Fund. The expenses Sponsor's obligations hereunder, and costs relating this Subsequent Transfer Instrument shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to the delivery of holding the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by related assets for the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 benefit of the Unaffiliated Seller's Agreement with respect to Noteholders and the Note Insurer, holds the Subsequent Mortgage Loans and the related assets as designee and agent of the Seller. The Sponsor agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Delaware (which shall be submitted for filing as of the date hereof. The Unaffiliated Seller hereby delivers notice Subsequent Transfer Date), any continuation statements with respect thereto and confirms that each any amendments thereto required to reflect a change in the name or corporate structure of the conditions set forth Sponsor or the filing of any additional UCC-1 financing statements due to the change in Section 2.01(c) the state of incorporation of the Pooling Sponsor as are necessary to perfect and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects protect the interests of the Certificateholders or is necessary for Seller and its assignees in each Subsequent Mortgage Loan, the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York related assets and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCproceeds thereof., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. [BNC/IFC] does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Unaffiliated Seller, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of [BNC/IFC] with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Originators on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-Off Date of any related insurance policies. [BNC/IFC] shall deliver the required documentation in accordance with the delivery requirements set forth in Section 2.01 of the Pooling and Servicing Agreement. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Responsible Parties and the Unaffiliated Seller hereby affirms affirm the representation representations and warranty warranties set forth in Sections 3.01(f)the Pooling and Servicing Agreement, 3.01(h)respectively, 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect that relate to the Subsequent Mortgage Loans as of on the date hereof. The Responsible Parties and the Unaffiliated Seller each hereby delivers deliver notice and confirms confirm that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; providedPROVIDED, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE BNC MORTGAGE, INC. , as a Responsible Party By: ---------------------------------------------- Name: Title: IMPAC FUNDING CORPORATION, as a Responsible Party By: ---------------------------------------------- Name: Title: CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ ---------------------------------------------- Name: Title: By: ------------------------------------ ---------------------------------------------- Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ ---------------------------------------------- Name: Title: COUNTRYWIDE HOME LOANS SERVICING LPOCWEN FEDERAL BANK FSB, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ ---------------------------------------------- Name: Title: DEUTSCHE BANK NATIONAL BANKERS TRUST COMPANYCOMPANY OF CALIFORNIA, N.A., as Trustee By: ------------------------------------ ---------------------------------------------- Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").:

Conveyance of Subsequent Mortgage Loans. (a) The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorCompany, without recourse (except as otherwise explicitly provided for herein) recourse, all of its right, title and interest in and to the Subsequent Mortgage LoansLoans and the related PMI Policies, exclusive all scheduled payments of the obligations of the Unaffiliated Seller or any other Person with respect to principal and interest on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans due after the related Subsequent Cut-off Date, together with and all other payments of its right, title principal and interest in and to on the proceeds received Subsequent Mortgage Loans collected after such the Subsequent Cut-off Date (minus that portion of any related insurance policies such payment which is allocable to the period prior to the Subsequent Cut-off Date); provided, however, that no scheduled payments of principal and interest due on behalf or before the Subsequent Cut-off Date and collected after the Subsequent Cut-off Date shall belong to the Company pursuant to the terms of this Seller's Instrument. The Seller, contemporaneously with the delivery of this Seller's Instrument, has delivered or caused to be delivered to the Indenture Trustee, at the direction of the DepositorCompany, each item set forth in Section 2.1(b) of the Mortgage Loan Purchase Agreement with respect to such Subsequent Mortgage Loans and the related PMI Policies. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey transfer to the Trust FundCompany by the Seller of the Subsequent Mortgage Loans identified on the attached Mortgage Loan Schedule shall be absolute and is intended by the Seller, without recourse (except the Company, the Indenture Trustee and the Bondholders to constitute and to be treated as otherwise explicitly provided for herein) a sale by the Seller. The parties hereto intend that the transactions set forth herein constitute a sale by the Seller to the Company on the Subsequent Transfer Date of all of its the Seller's right, title and interest in and to the Subsequent Mortgage LoansLoans and the related PMI Policies, exclusive and other property as and to the extent described above. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby grants to the Company as of the obligations Subsequent Transfer Date a security interest in all of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its Seller's right, title and interest in in, to and under the Subsequent Mortgage Loans, and such other property, to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf secure all of the Trust Fund. The expenses Seller's obligations hereunder, and costs relating this Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to the delivery of holding the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by related PMI Policies for the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 benefit of the Unaffiliated Seller's Agreement with respect to Bondholders and the Bond Insurer, holds the Subsequent Mortgage Loans and the related PMI Policies as designee and agent of the Company. The Seller agrees to take or cause to be taken such actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing statements filed in the State of Maryland and the State of Kansas (which shall be submitted for filing as of the date hereof. The Unaffiliated Seller hereby delivers notice Subsequent Transfer Date), any continuation statements with respect thereto and confirms that each any amendments thereto required to reflect a change in the name or corporate structure of the conditions set forth Seller or the filing of any additional UCC-1 financing statements due to the change in Section 2.01(c) the principal office of the Pooling Seller, as are necessary to perfect and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects protect the interests of the Certificateholders or is necessary for Company and its assignees in each Subsequent Mortgage Loan, the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York related PMI Policies and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCproceeds thereof., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ ________________________________________ Name: Title: By: ------------------------------------ ________________________________________ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ ________________________________________ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LPOCWEN FEDERAL BANK FSB, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ ________________________________________ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ ________________________________________ Name: Title: By: ________________________________________ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate CDC Mortgage Capital Trust 20052003-HE1 HE2 Mortgage Pass-Through Certificates, Series 20052003-HE1HE2, issued pursuant to the Pooling and Servicing Agreement, dated as of February November 1, 2005 2002 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate CDC Mortgage Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LPOcwen Federal Bank FSB, as servicer (the "Servicer").. I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Originator does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Seller, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Originator with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Mortgage Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Originator on or with respect to the Subsequent Mortgage Loans on or after the related subsequent Cut-Off Date, together with all of its right, title and interest in and to the proceeds received on or after such subsequent Cut-Off Date of any related insurance policies on behalf of the Seller. The Originator shall deliver the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Section 2.10 of the Pooling and Servicing Agreement. The Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Mortgage Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans on or after the related Subsequent subsequent Cut-off Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent subsequent Cut-off Off Date of any related insurance policies on behalf of the Depositor. The Seller shall deliver the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Section 2.10 of the Pooling and Servicing Agreement. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust FundPurchaser, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Mortgage Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans on or after the related Subsequent subsequent Cut-off Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent subsequent Cut-off Off Date of any related insurance policies on behalf of the Trust FundPurchaser. The Depositor shall deliver the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Section 2.10 of the Pooling and Servicing Agreement. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Originator and the Seller hereby affirms affirm the representation representations and warranty warranties set forth in Sections 3.01(f)the Mortgage Loan Sale Agreement and the Purchase and Sale Agreement, 3.01(h)respectively, 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect that relate to the Subsequent Mortgage Loans as of on the date hereof. The Unaffiliated Originator and the Seller each hereby delivers deliver notice and confirms confirm that each of the conditions set forth in Section 2.01(c2.10(b) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer Depositor hereby affirms the any of its representations and warranties set forth in Schedule IIA the Purchase and Sale Agreement that relate to the Subsequent Mortgage Loans as of the date hereof. The Depositor hereby delivers notice and confirms that each of the conditions set forth in Section 2.10(b) to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans are satisfied as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expenseCertificateholders' expense on the direction of the Majority Certificateholders, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, provided that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., Terms capitalized herein and not defined herein shall have their respective meanings as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to set forth in the Pooling and Servicing Agreement, dated . XXXXX UNION BANK AND TRUST COMPANY as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., Originator By:______________________________________ IHE FUNDING CORP. as depositor (the "Depositor", IXIS Real Estate Capital Inc., Seller By:______________________________________ PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION as unaffiliated seller, Deutsche Bank National Trust Company, Depositor By:______________________________________ THE CHASE MANHATTAN BANK as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").Trustee for XXXXX HOME EQUITY CORPORATION TRUST 1997-1 By:______________________________________ Dated: Attachments

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller Sponsor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the DepositorHolding Trust, and the Holding Trust does hereby irrevocably transfer, assign, set over and otherwise convey to the Trust, without recourse (except as otherwise explicitly provided for herein) all of its their respective right, title and interest in and to the Subsequent Mortgage Loans listed on the attached Schedule of Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Mortgage Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notesthereto, including all interest and principal collected by the Unaffiliated Seller and interest accrued on or with respect to after __________, _____ (the Subsequent Mortgage Loans after the related "Subsequent Cut-off Off Date, together with all of its right, title ") and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the DepositorMortgage Insurance Policies relating thereto. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey Sponsor shall deliver or cause to be delivered the Trust Fund, without recourse original Mortgage or Mortgage assignment with evidence of recording thereon (except as otherwise explicitly provided for hereinby the Sale and Servicing Agreement) all of its right, title and interest other required documentation in and to accordance with the Subsequent Mortgage Loans, exclusive terms set forth in Section 2.04(b) of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files Sale and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust FundServicing Agreement. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans documents specified in this Subsequent Transfer Agreement and the Pooling Sale and Servicing Agreement shall be borne by the Unaffiliated SellerSponsor. The Unaffiliated Seller Sponsor hereby affirms the representation representations and warranty warranties set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) the Sale and 3.03 of the Unaffiliated Seller's Servicing Agreement with respect that relate to itself and to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling Sale and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, provided that in the event of any conflict conflict, the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling Sale and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Indenture Trustee's delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller does hereby irrevocably of the purchase price therefor, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the DepositorTrust, without recourse (except as otherwise explicitly provided for hereini) all of its right, title and interest of the Seller in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including the related Cut-Off Date Principal Balance and all interest accruing thereon after the related Due Date in the calendar month preceding the Subsequent Transfer Date and all collections in respect of principal received after the related Cut-Off Date (other than payments in respect of accrued interest on such Subsequent Mortgage Loans through the related Due Date in the calendar month preceding the Subsequent Transfer Date); (ii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of such Subsequent Mortgage Loans; and (iv) all proceeds of any of the foregoing. The transfer by the Seller to the Trust of the Subsequent Mortgage Loans set forth in the Subsequent Transfer Agreement shall be absolute and shall be intended by the Seller and all parties hereto to be treated as a sale by the Seller to the Trust. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.05 from the Seller to the Trust pursuant to the Subsequent Transfer Instrument is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to the terms of the Subsequent Transfer Instrument and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey property conveyed to the Trust Fund, without recourse pursuant to this Section 2.05 and all proceeds thereof and (except as otherwise explicitly provided for hereinii) all the Subsequent Transfer Instrument shall constitute a security agreement under applicable law. The purchase price shall be one hundred percent (100%) of its right, title and interest in and to the Cut-Off Date Principal Balances of the Subsequent Mortgage Loans. On or before each Subsequent Transfer Date, exclusive of the obligations of Seller shall deliver to, and deposit with the Depositor or any other Person Indenture Trustee, the Related Documents with respect to the each Subsequent Mortgage Loans but including specificallyLoan transferred on such Subsequent Transfer Date, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or Loan Schedule in computer readable format with respect to the such Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the DepositorTrust Fund but subject to the other terms and provisions of this Agreement all of the right, without recourse title and interest of the Depositor in and to (except as otherwise explicitly provided for hereini) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the related Cut-off Date and all collections in respect of its interest and principal due after the related Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, prior to the Mortgages, related Cut-off Date. The transfer to the Custodial Files and all other documents, materials and properties appurtenant thereto and Trustee for deposit in the Mortgage Notes, including all interest and principal collected mortgage pool by the Unaffiliated Seller on or with respect to Depositor of the Subsequent Mortgage Loans after identified on the related Subsequent Cut-off DateMortgage Loan Schedule shall be absolute and is intended by the Depositor, together with all of its rightthe Servicer, title the Trustee and interest in the Certificateholders to constitute and to the proceeds received after such Subsequent Cut-off Date be treated as a sale of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the delivery Trustee (or the Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. 135 The purchase price paid on behalf of the Trustee from amounts released from the Group I Pre-Funding Sub-Account or the Group II Pre-Funding Sub-Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and so transferred (as identified on the Pooling and Servicing Agreement shall be borne Mortgage Loan Schedule provided by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(fDepositor), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed constitute a fixed-price purchase contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p3.01(o), 3.01(o3.01(p) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer Master Financial and Saxon hereby affirms affirm the representations and warranties set forth in Schedule Schedules IIA and IIIA, respectively, to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the each Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ -------------------------------------- Name: Title: By: ------------------------------------ -------------------------------------- Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ -------------------------------------- Name: Title: COUNTRYWIDE HOME LOANS SERVICING LPMASTER FINANCIAL, INC., as a Servicer By: Countrywide GP------------------------------------- Name: Title: SAXON MORTGAGE SERVICES INC., Inc. as a Servicer BY: [ ] ------------------------------------ By: ------------------------------------ ------------------------------------- Name: Title: JPMORGAN CHASE BANK, National Association, as Securities Administrator and Master Servicer By: --------------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ -------------------------------------- Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO BY DEPOSITOR Re: IXIS Real Estate Capital Trust 20052006-HE1 Mortgage Pass-Through Certificates, Series 20052006-HE1, issued pursuant to the Pooling and Servicing Agreement, Agreement dated as of February 1, 2005 2006 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor"), Master Financial, Inc., as a servicer ("Master Financial"), Saxon Mortgage Services Inc., as a servicer ("Saxon" and together with Master Financial, the "Servicers"), IXIS Real Estate Capital Inc., as unaffiliated sellerseller (the "Unaffiliated Seller"), Deutsche Bank National Trust Company, as trustee and custodian (in each such capacity, respectively, the "Trustee" and the "Custodian") and trustee JPMorgan Chase Bank, National Association, as securities administrator, master servicer and backup servicer (in each such capacity, respectively, the "TrusteeSecurities Administrator"), and Countrywide Home Loans Servicing LP, as servicer (the "Master Servicer" and the "Backup Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 (h) of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; providedPROVIDED, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ ------------------------------------- Name: Title: By: ------------------------------------ ------------------------------------- Name: Title: XXXXXX XXXXXXX MORGAN STANLEY ABS CAPITAL I INC., as Depositor By: ------------------------------------ ------------------------------------- Name: Title: COUNTRYWIDE HOME LOANS SERVICING LPFAIRBANKS CAPITAL CORP., as Servicer By: Countrywide GP, Inc. By: ------------------------------------ ------------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ ------------------------------------- Name: Title: By: ------------------------------------- Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate CDC Mortgage Capital Trust 20052002-HE1 Mortgage PassHE3 MORTGAGE PASS-Through CertificatesTHROUGH CERTIFICATES, Series 2005SERIES 2002-HE1HE3 I, issued pursuant to [identify the Pooling and Servicing Agreementcertifying individual], dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").certify that:

Conveyance of Subsequent Mortgage Loans. The Originators do hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Seller, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Originators with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Originators on or with respect to the Subsequent Mortgage Loans on or after the related Subsequent Cut Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut Off Date of any related insurance policies on behalf of the Seller. The Originators shall deliver the original Mortgage Note, Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the delivery requirements of the Seller set forth in Section 2.05 of the Unaffiliated Seller's Agreement, dated as of December 1, 2002 (the "Unaffiliated Seller's Agreement"), among the Originators, the Seller and the Depositor. The Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans on or after the related Subsequent Cut-off Cut Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut-off Cut Off Date of any related insurance policies on behalf of the Depositor. The Seller shall deliver the original Mortgage Note, Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Section 2.05 of the Unaffiliated Seller's Agreement. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust FundPurchaser, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans on or after the related Subsequent Cut-off Cut Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut-off Cut Off Date of any related insurance policies on behalf of the Trust FundPurchaser. The Depositor shall deliver the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Section 2.05 of the Pooling and Servicing Agreement. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Originators and the Seller hereby affirms affirm the representation representations and warranty warranties set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect Agreement, respectively, that relate to the Subsequent Mortgage Loans as of on the date hereof. The Unaffiliated Originators and the Seller each hereby delivers deliver notice and confirms confirm that each of the conditions set forth in Section 2.01(c2.03(b) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer Depositor hereby affirms the any of its representations and warranties set forth in Schedule IIA the Unaffiliated Seller's Agreement that relate to the Subsequent Mortgage Loans as of the date hereof. The Depositor hereby delivers notice and confirms that each of the conditions set forth in Section 2.03(b) to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans are satisfied as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expenseCertificateholders' expense on the direction of the Majority Certificateholders, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL Terms capitalized herein and not defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. AMERICAN BUSINESS CREDIT, INC., as Unaffiliated Seller Originator By: ------------------------------------ :_____________________________________ Name: Title: AMERICAN BUSINESS MORTGAGE SERVICES, INC., as Originator By: ------------------------------------ :_____________________________________ Name: Title: XXXXXX HOMEAMERICAN CREDIT, INC. D/B/A UPLAND MORTGAGE, as Originator By:_____________________________________ Name: Title: ABFS 2003-1, INC., as Seller By:_____________________________________ Name: Title: BEAR XXXXXXX ABS CAPITAL I ASSET BACKED SECURITIES INC., as Depositor By: ------------------------------------ :_____________________________________ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANYJPMORGAN CHASE BANK, as Trustee By: ------------------------------------ :_____________________________________ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").:

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the DepositorTrust Fund but subject to the other terms and provisions of this Agreement all of the right, without recourse title and interest of the Depositor in an to (except as otherwise explicitly provided for hereini) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and . The transfer to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of Trustee by the Depositor or any other Person with respect to of the Subsequent Mortgage Loans but including specifically, without limitationidentified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the MortgagesMaster Servicer, the Custodial Files and all other documents, materials and properties appurtenant thereto Trustee and the Mortgage Notes, including all interest Certificateholders to constitute and principal collected by the Depositor on or with respect to be treated as a sale of the Subsequent Mortgage Loans after by the related Subsequent Cut-off Date, together with all of its right, title and interest in and Depositor to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the delivery Trustee at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be 100% of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and so transferred (as identified on the Pooling and Servicing Agreement shall be borne Mortgage Loan Schedule provided by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(fDepositor), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed constitute a fixed-price contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the DepositorTrust Fund but subject to the other terms and provisions of this Agreement all of the right, without recourse title and interest of the Depositor in an to (except as otherwise explicitly provided for hereini) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and . The transfer to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of Trustee by the Depositor or any other Person with respect to of the Subsequent Mortgage Loans but including specifically, without limitationidentified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the MortgagesMaster Servicer, the Custodial Files and all other documentsTrustee, materials and properties appurtenant thereto the Supplemental Interest Trust Administrator and the Mortgage Notes, including all interest Certificateholders to constitute and principal collected by the Depositor on or with respect to be treated as a sale of the Subsequent Mortgage Loans after by the related Subsequent Cut-off Date, together with all of its right, title and interest in and Depositor to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the delivery Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be 100% of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans specified in this so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne Instrument provided by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(fDepositor), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed constitute a fixed-price contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set set-over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the either Servicer at the Unaffiliated Sellerapplicable Originator's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. The Depositor further certifies, to the best of its knowledge and after due inquiry, that, with respect to the Subsequent Transfer Date of [____________], 2002, each condition precedent set forth in Section 2.01(c)(ii) and (iii) of the Pooling and Servicing Agreement, has been satisfied. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCMORGAN STANLEY DEAN WITTER CAXXXXX I XXX., as Unaffiliated Seller Depositor By:____________________________________ Name: ------------------------------------ Title: INDYMAC BANK, F.S.B., as a Servicer By:____________________________________ Name: Title: THE PROVIDENT BANK, as a Servicer By:____________________________________ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ :____________________________________ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ :____________________________________ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").:

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ ----------------------------------- Name: Title: By: ------------------------------------ ----------------------------------- Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ ----------------------------------- Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ ----------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANYJPMORGAN CHASE BANK, N.A., as Trustee By: ------------------------------------ ----------------------------------- Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO BY DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 HE2 Mortgage Pass-Through Certificates, Series 2005-HE1HE2, issued pursuant to the Pooling and Servicing Agreement, dated as of February May 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor"), IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and ), JPMorgan Chase Bank, N.A., as trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the DepositorTrust Fund but subject to the other terms and provisions of this Agreement all of the right, without recourse title and interest of the Depositor in and to (except as otherwise explicitly provided for hereini) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and . The transfer to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of Trustee for deposit in the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of Pool by the Depositor or any other Person with respect to of the Subsequent Mortgage Loans but including specifically, without limitationidentified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto Trustee and the Mortgage Notes, including all interest Certificateholders to constitute and principal collected by the Depositor on or with respect to be treated as a sale of the Subsequent Mortgage Loans after by the related Subsequent Cut-off Date, together with all of its right, title and interest in and Depositor to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the delivery Custodian (on behalf of the Trustee) at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and so transferred (as identified on the Pooling and Servicing Agreement shall be borne Mortgage Loan Schedule provided by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(fDepositor), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed constitute a fixed-price purchase contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller As of December 1, 1997 (the "Subsequent Cut-Off Date"), the Company does hereby irrevocably sell, transfer, assign, set over setover and otherwise convey to the DepositorPurchaser, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to and all benefits accruing from the Subsequent Mortgage Loans but including specifically, without limitation, which are delivered to the Mortgages, the Custodial Files Trustee herewith (and all other documentssubstitutions therefor as provided by Sections 3.3, materials 3.4 and properties appurtenant thereto 3.6 of the Pooling and the Mortgage NotesServicing Agreement), including all interest and principal collected by the Unaffiliated Seller on or together with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title Mortgage Loan documents and the interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and to all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; and proceeds received after such Subsequent Cut-off Date of all the foregoing (including, but not by way of limitation, all proceeds of any related mortgage insurance, hazard insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and insurance policy relating to the Subsequent Mortgage Loans, exclusive cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the obligations foregoing). The Company shall deliver the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Sections 3.5 and 3.8 of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files Pooling and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust FundServicing Agreement. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans documents specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated SellerCompany. The Unaffiliated Seller Company hereby affirms the representation representations and warranty warranties set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) the Pooling and 3.03 of Servicing Agreement that relate to the Unaffiliated Seller's Agreement with respect to Company and the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller Company hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c3.8(b), 3.8(c) of and 3.8(d) to the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, provided that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC.Terms capitalized herein and not defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. FIRST ALLIANCE MORTGAGE THE BANK OF NEW YORK COMPANY, as Unaffiliated Seller the Company as Trustee for First Alliance Mortgage Loan Trust 1997-4 By: ------------------------------------ /s/ Xxxx Xxxxx By: /s/ Xxxxxxxx X. Xxxxxx ----------------------------------- ----------------------------------------- Name: Xxxx Xxxxx Name: Xxxxxxxx X. Xxxxxx Title: By: ------------------------------------ Name: Executive Vice President Title: XXXXXX XXXXXXX ABS CAPITAL I INC.Assistant Vice President FIRST ALLIANCE MORTGAGE Dated: December 31, as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP1997 COMPANY, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ /s/ Xxxx Xxxxx ----------------------------------- Name: Xxxx Xxxxx Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee ByExecutive Vice President EXHIBIT B LOAN SCHEDULE - GROUP 1 (FIXED) EXHIBIT B LOAN SCHEDULE - GROUP 1 (FIXED) EXHIBIT B LOAN SCHEDULE - GROUP 1 (FIXED) EXHIBIT B LOAN SCHEDULE - GROUP 1 (ADJUSTABLE) EXHIBIT B LOAN SCHEDULE - GROUP 1 (ADJUSTABLE) Loan Lien Cut-Off Current Current Mat Pmt Prop Occup Appraised Orig Number Property Address City ST Zip Pos Balance Rate Pmt Date Type Type Type Value Type ------------------------------------------------------------------------------------------------------------------------------------ 8900784 00 XXX XXXX XXXXX XXXXX XXXXXXXX XX 00000 1 29,986.00 9.75 257.75 11/1/27 A S P 132,000 C 8900785 0000 XXXX XXXXXX XXXXXXXXX XX 00000 1 24,991.06 10.99 237.90 11/1/27 A S P 136,000 C 8900786 0000-00 XXXX XXXXXXX XXXXX XXXXXXX XX 00000 1 99,950.70 9.49 840.13 11/1/27 A F P 177,000 C 8900787 000 X. XXXXXXX XXXXXX XXXXXXXXX XX 00000 1 49,981.13 10.74 466.37 11/1/27 A S P 117,000 C 8900788 0000 XXXXXX XXXXXX SAN JOSE CA 95118 1 107,934.57 8.50 830.43 11/1/27 A S P 218,000 C 8900789 00 XXXXXX XXXXX XXXXX XXX XXXX XX 00000 1 118,938.30 9.25 978.99 11/1/27 A S P 210,000 C 8900790 0000 XXXXX XXXXXXXXX AVENUE LOS ANGELES CA 90046 1 96,608.36 10.13 857.12 11/1/27 A S I 315,000 C 8900791 000 XXXXXXX XXXXXX XXXXXXXX XX 00000 1 79,960.64 9.50 672.69 11/1/27 A F I 150,000 C 8900792 0 XXXXX XXXXXX VALLEY STREAM NY 11580 1 64,971.24 10.00 570.43 11/1/27 A S P 151,000 C ------------------------------------------------------------------------------------------------------------------------------------ TOTAL VARIABLE RATE LOANS: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").166 14,687,222.73

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p3.01(o), 3.01(o3.01(p) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer Master Financial and Saxon hereby affirms affirm the representations and warranties set forth in Schedule Schedules IIA and IIIA, respectively, to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the each Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LPMASTER FINANCIAL, INC., as a Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: SAXON MORTGAGE SERVICES INC., as a Servicer BY: [----------------------------------] By: ------------------------------------ Name: Title: JPMORGAN CHASE BANK, National Association, as Securities Administrator and Master Servicer By: ------------------------------------ Name: Title: L-4 DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO BY DEPOSITOR Re: IXIS Real Estate Capital Trust 20052006-HE1 HE2 Mortgage Pass-Through Certificates, Series 20052006-HE1HE2, issued pursuant to the Pooling and Servicing Agreement, Agreement dated as of February May 1, 2005 2006 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor"), Master Financial, Inc., as a servicer ("Master Financial"), Saxon Mortgage Services Inc., as a servicer ("Saxon" and together with Master Financial, the "Servicers"), IXIS Real Estate Capital Inc., as unaffiliated sellerseller (the "Unaffiliated Seller"), Deutsche Bank National Trust Company, as trustee and custodian (in each such capacity, respectively, the "Trustee" and the "Custodian") and trustee JPMorgan Chase Bank, National Association, as securities administrator, master servicer and backup servicer (in each such capacity, respectively, the "TrusteeSecurities Administrator"), and Countrywide Home Loans Servicing LP, as servicer (the "Master Servicer" and the "Backup Servicer").. I, [identify the certifying individual], certify that:

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p3.01(o), 3.01(o3.01(p) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer Saxon hereby affirms the representations and warranties set forth in Schedule IIA IIIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LPSAXON MORTGAGE SERVICES, INC., as the Servicer BY: [__________________________________] By: Countrywide GP------------------------------------ Name: Title: XXXXX FARGO BANK, Inc. NATIONAL ASSOCIATION, as Securities Administrator and Master Servicer By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO BY DEPOSITOR Re: IXIS Real Estate Capital Trust 20052007-HE1 Mortgage Pass-Through Certificates, Series 20052007-HE1, issued pursuant to the Pooling and Servicing Agreement, Agreement dated as of February January 1, 2005 2007 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor"), Saxon Mortgage Services, Inc., as the servicer ("Saxon" and the "Servicer"), IXIS Real Estate Capital Inc., as unaffiliated sellerseller (the "Unaffiliated Seller"), Deutsche Bank National Trust Company, as trustee and custodian (in each such capacity, respectively, the "Trustee" and the "Custodian") and trustee Xxxxx Fargo Bank, National Association, as securities administrator and master servicer (in each such capacity, respectively, the "Trustee"), Securities Administrator" and Countrywide Home Loans Servicing LP, as servicer (the "Master Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Paying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall, on such Subsequent Transfer Date, sell, transfer, assign, set over and otherwise convey without recourse to the Depositor, without recourse Trust Fund (except as otherwise explicitly provided for hereinsubject to the other terms and provisions of this Agreement) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to (i) the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and identified on the Mortgage NotesLoan Schedule attached to the related Subsequent Transfer Instrument delivered by the Seller on such Subsequent Transfer Date, including (ii) all interest accruing thereon on and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off DateDate and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, together with however, that the Seller reserves and retains all of its right, title and interest in and to the proceeds principal received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the accruing on such Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and . The transfer to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of Trust for deposit in the Trust Fund. The expenses and costs relating to applicable Loan Group by the delivery Depositor of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement identified on the related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Trustee and the Pooling Certificateholders to constitute and Servicing Agreement shall to be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 treated as a sale of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans by the Depositor to the Trust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian, as its agent, at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trust from amounts released by the Paying Agent from the Pre-Funding Account shall be 100% of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each aggregate Stated Principal Balance of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans so transferred (as of identified on the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected Mortgage Loan Schedule provided by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage LoansDepositor). This Agreement shall be construed constitute a fixed price purchase contract in accordance with the laws Section 860G(a)(3)(A)(ii) of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INCCode., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller As of March 27, 1997 (the "Subsequent Cut-Off Date"), the Company does hereby irrevocably sell, transfer, assign, set over setover and otherwise convey to the DepositorPurchaser, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to and all benefits accruing from the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect which are delivered to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies Custodian on behalf of the Depositor. The Depositor does hereby irrevocably sellTrustee herewith (and all substitutions therefor as provided by Sections 3.3, transfer3.4 and 3.6 of the Pooling and Servicing Agreement), assign, set over together with the related Subsequent Mortgage Loan documents and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in any Property which secured a Subsequent Mortgage Loan but which has been acquired by foreclosure or deed in lieu of foreclosure, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; and proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Mortgage Loans, exclusive cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the obligations foregoing). The Company shall deliver the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Sections 3.5 and 3.8 of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files Pooling and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust FundServicing Agreement. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans documents specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated SellerCompany. The Unaffiliated Seller Company hereby affirms the representation representations and warranty warranties set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) the Pooling and 3.03 of Servicing Agreement that relate to the Unaffiliated Seller's Agreement with respect to Company and the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller Company hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c3.8(b), 3.8(c) of and 3.8(d) to the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, provided that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC.Terms capitalized herein and not defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. FIRST ALLIANCE MORTGAGE THE CHASE MANHATTAN BANK COMPANY, as Unaffiliated Seller the Company as Trustee for First Alliance Mortgage Loan Trust 1997-1 By: ------------------------------------ /S/ Brian Chisick By: /S/ Denis Kelly ----------------------------- --------------------------- Name: Title: By: ------------------------------------ Xxxxx Xxxxxck Name: Denis Kelly Title:President Title:Trust Officer FIRXX XXXXXXXX MORTGAGE Dated: XXXXXX XXXXXXX ABS CAPITAL I INC.March 27, as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP1997 COMPANY, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ /S/ Brian Chisick ----------------------------- Name: Brian Chisick Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: President XXXXXXT B LOAN SCHEDULE - XXXXX 0 (XXXED) EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005B LOAN SCHEDULE - GROUP II (ADJUSTABLE) Xxxx Xxxxx Appraised Orig Number Property Address Type Value Type -------------------------------------------------------------------------------- 106040 2924 E ORANGE GROVE AVE P 163,000 B 106047 506 PIERPONT DRIVE P 192,000 X 000000 0000 XXXXX XOINT VIEW ST. P 273,000 X 000000 000 XXXT 95TH STREET P 129,000 X 000000 00000 Xxxxxxxn Ave P 138,000 X 000000 0000 XXXX 132ND PLACE P 160,000 X 000000 0000 XXYO COURT P 140,000 X 000000 000 XXXXX 19TH STREET P 80,000 X 000000 0000 LA MESA DRIVE P 251,000 X 000000 000 XXXXXXL AVE P 109,000 X 000000 0000 XXNTEREY DRIVE P 281,000 X 000000 0000 LOMA VISTA AVE I 156,000 X 000000 0000 XXXENSCOURT BOULEVARD P 116,000 X 000000 00 XXXXXCKET AVE P 233,000 X 000000 00000 XXXXXXXX STREET P 112,000 X 000000 0000 W. GRAND AVENUE P 88,000 X 000000 0000 XXXXXY AVENUE P 140,000 X 000000 0000 XXX JUAN RD. P 265,000 X 000000 0000 XXLUMET CT. P 175,000 X 000000 00000 JOHANSEN DR. P 220,000 X 000000 0000 BAMBI LANE I 175,000 B 800000 000 KEEWAYDIN CT. P 185,000 X 0000000 0000 CAMROSE PLACE P 140,000 X 0000000 0000 CAMPBELLTON ROAD SW P 85,000 X 0000000 00000 XE 12TH PL P 198,000 X 0000000 0000 X. 000XH ST P 127,000 X 0000000 0000 WEST ALAMO DRIVE P 118,000 X 0000000 0000 XEAKVIEW CIR P 134,000 X 0000000 0000 XXXX PORTLAND DRIVE P 178,000 X 0000000 0000 XAST 98TH AVENUE P 100,000 X 0000000 0000 XXXXXXX STREET P 125,000 X 0000000 0000 XXXX 61ST AVENUE P 115,000 X 0000000 000 XXXXE DRIVE P 175,000 X 0000000 0000 X. XXRAMIE AVENUE P 108,000 X 0000000 000 S. RIVERSIDE DRIVE P 164,000 X 0000000 000 XXXXXXX ROAD P 133,000 X 0000000 0000 XXXXXXSIN AVENUE P 135,000 X 0000000 000 LYNBROOK DRIVE P 165,000 X 0000000 0000 X. XXFFERY BOULEVARD P 150,000 X 0000000 0000 X. 29TH PLACE P 125,000 X 0000000 0000 RIDGE DRIVE P 132,000 X 0000000 0000 X. 48TH COURT P 116,000 X 0000000 00000 SW 200 STREET P 74,000 X 0000000 000 X 01 PL I 124,000 X 0000000 00000 XXRONADO LANE P 220,000 X 0000000 13980 SHIREVA CT P 214,000 X 0000000 000 XXXXAN OAK CT P 110,000 B 2101686 3935 NE 16TH AVE P 143,000 X 0000000 0000 XW PATTON CT P 270,000 X 0000000 00000 SW 144TH P 231,000 X 0000000 000 RIVERVIEW DRIVE P 85,000 X 0000000 000 E. ADAMS I 94,000 X 0000000 0000 XXXLIAMSBURG DR. P 126,000 B 2000000 0140 CHASE AVE. P 122,000 X 0000000 0000 X.X. 13TH STREET P 80,000 X 0000000 000 SOUTH ROSE BLVD. P 225,000 X 0000000 0000 XXXXXE MOUNTAIN ROAD P 106,000 X 0000000 0000 XXXDOWBROOK BLVD. P 138,000 X 0000000 0000 XXX XXXX TRAIL P 122,000 X 0000000 0000 XXXXXS ROAD P 126,000 X 0000000 0000 XXXNY LANE P 113,000 X 0000000 0000 WEST 220TH STREET P 93,000 X 0000000 000 CHARRING CROSS DRIVE P 115,000 X 0000000 0000 X. XXXUARO DR. P 160,000 X 0000000 0000 X XXXXXXIA JANE DR P 158,000 X 0000000 00000 X 29TH PL P 152,000 X 0000000 0000 X XXSTINE P 158,000 X 0000000 000 N. 825 W. P 90,000 X 0000000 0000 X. 0000 X. X 000,000 X 0000000 037 E. 5300 S. P 120,000 B 2801088 325 FAXON AVENUE P 205,000 B 2801106 3416 SE WOODWARD ST P 139,000 X 0000000 000 KNOLLFIELD WAY P 280,000 X 0000000 00 XXISTEN CIRCLE ROAD P 152,000 X -------------------------------------------------------------------------------- EXHIBIT B LOAN SCHEDULE - GROUP II (ADJUSTABLE) Loan Occup Appraised Orig Number Property Address Type Value Type -------------------------------------------------------------------------------- 2900469 420 MADISON AVE P 105,000 B 2900471 134 GIRARD AVE. P 115,000 X 0000000 000 SUNNYSIDE RD P 124,000 X 0000000 000 PATTON AVE P 118,000 X 0000000 000 XEST AVE P 205,000 X 0000000 00 ELM RD. P 195,000 X 0000000 011 CARLISLE TERRACE P 200,000 X 0000001 85 W. EDSALL BLVD P 217,000 X 0000000 00 XXXXX RD. P 141,000 X 0000000 00 CORTLANDT ST. P 160,000 X 0000000 32 POMONA AVE P 111,000 X 0000000 0 XXNNETH CT. P 174,000 X 0000000 00 CHESTNUT STREET P 139,000 X 0000000 0 W. WILLIAM ST. P 150,000 X 0000000 00 XXXXDON AVE P 116,000 X 0000000 000 STEVENS AVE P 108,000 X 0000000 000 CHELSEA AVE P 135,000 X 0000000 000 W 18 ST P 140,000 X 0000000 000 LEXINGTON AVE P 133,000 X 0000000 90 WOODS ROAD P 127,000 X 0000000 00 XXXNUE B P 160,000 X 0000000 0018 MILBURN AVE I 200,000 X 0000000 2314 MILBURN AVE P 176,000 X 0000000 000 XVANS AVE I 190,000 X 0000000 00 XXVIS ST P 118,000 X 0000000 0056 LINCOLN BLVD P 116,000 X 0000000 29 CAMPBELL DR. P 312,000 X 0000000 0 XXXXES PLACE P 145,000 X 0000000 00 HALE PLACE P 140,000 X 0000000 00 PILGRIM LANE P 155,000 X 0000000 00 HILLSIDE ROAD P 157,000 X 0000000 00 XMITYVILLE ST P 136,000 X 0000000 000 XALF HOLLOW ROAD P 157,000 X 0000000 000 XOQUETTE AVENUE P 185,000 X 0000000 000 XXXXX ATLANTA AVE P 172,000 X 0000000 000-HE1 Mortgage Pass00 079TH STREET P 161,000 X 0000000 000 XXXX 01ST STREET P 226,000 X 0000000 00-Through Certificates, Series 200500 000TH ST P 190,000 X 0000000 000 XXXX 53RD STREET P 150,000 X 0000000 00000 000XX XXXXXX X 000,000 X 0000000 000-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 00 XXRMERS BLVD P 147,000 X 0000000 000-00 SUNBURY ROAD P 141,000 X 0000000 000-00 019TH ROAD P 142,000 X 0000000 000 XXXXSON AVENUE P 124,000 X 0000000 000 XXMMIT ROAD P 205,000 X 0000000 000 XXXTON ROAD P 226,000 X 0000000 00 XVELYN TERRACE P 130,000 X 0000000 00 SEYMOUR TERRACE P 172,000 X 0000000 00 RALEIGH ROAD P 172,000 X 0000000 0 XXXXX STREET P 100,000 X 0000000 000 FEDERAL TWIST RD P 220,000 X 0000000 00 ASHMALL AVENUE P 108,000 X 0000000 00 XXXXX STREET P 131,000 X 0000000 00 XXXMONT AVE I 108,000 X 0000000 0000 EAST DOWNINGTON AVENUE P 95,000 X 0000000 0001 ALLISON STREET I 230,000 X 0000000 00000 XXXXX XXXX 93RD AVENUE P 115,000 X 0000000 000 XXXXH CLAREMONT AVE P 165,000 X 0000000 0000 XXXXX XXXXXX STREET P 146,000 X 0000000 0000 XXXXX XASSAULT STREET P 130,000 X 0000000 00000 XXXXX 0775 WEST P 153,000 X 0000000 0000 XXXXX XXXEDO COURT P 123,500 A 8301325 375 NORTHEAST 102ND ST P 185,000 X 0000000 0000 XXXXXXXXD DRIVE P 156,000 X 0000000 0000 XXXX 0XH AVENUE P 92,000 X 0000000 000 X. XXMESTONE RD P 107,000 X 0000000 0000 X XXREET P 125,000 X 0000000 0000 XXXDLEBROOK BLVD. P 98,000 A 8301391 14460 E. MONTANA CIRCLE P 142,000 X 0000000 00 XXXXX XENTER STREET S 102,000 X 0000000 0000 00XX XXENUE COURT WEST P 182,000 X 0000000 00000 XXXXXXXXX XXXX S 162,000 X 0000000 0000 XXXXXXX XXXX P 185,000 X 0000000 0000 XXXXT WEST VINEYARD DRIVE P 185,000 X -------------------------------------------------------------------------------- EXHIBIT B LOAN SCHEDULE - GROUP II (the "Pooling and Servicing Agreement"ADJUSTABLE), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does Originators do hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person Originators with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller Originators on or with respect to the Subsequent Mortgage Loans on or after the related Subsequent Cut-off Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut-off Off Date of any related insurance policies on behalf of the Depositor. The Originators shall deliver the original Note, Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the delivery requirements of the Depositor set forth in Section 2.05 of the Loan Sale Agreement, dated as of ________ (the "Loan Sale Agreement"), among the Originators and the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust FundPurchaser, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans on or after the related Subsequent Cut-off Off Date, together with all of its right, title and interest in and to the proceeds received on or after such Subsequent Cut-off Off Date of any related insurance policies on behalf of the Trust FundPurchaser. The Depositor shall deliver the original Mortgage or mortgage assignment with evidence of recording thereon (except as otherwise provided by the Pooling and Servicing Agreement) and other required documentation in accordance with the terms set forth in Section 2.05 of the Pooling and Servicing Agreement. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated SellerDepositor. The Unaffiliated Seller Originators and the Depositor hereby affirms affirm the representation representations and warranty warranties set forth in Sections 3.01(f)the Loan Sale Agreement, 3.01(h)respectively, 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect that relate to the Subsequent Mortgage Loans as of on the date hereof. The Unaffiliated Seller Originators and the Depositor each hereby delivers deliver notice and confirms confirm that each of the conditions set forth in Section 2.01(c2.03(b) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer Depositor hereby affirms the any of its representations and warranties set forth in Schedule IIA the Loan Sale Agreement that relate to the Subsequent Mortgage Loans as of the date hereof. The Depositor hereby delivers notice and confirms that each of the conditions set forth in Section 2.03(b) to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans are satisfied as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expenseCertificateholders' expense on the direction of the Majority Certificateholders, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set set-over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Depositor or any other Person with respect to the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Depositor on or with respect to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating to the delivery of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the either Servicer at the Unaffiliated Sellerapplicable Originator's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. The Depositor further certifies, to the best of its knowledge and after due inquiry, that, with respect to the Subsequent Transfer Date of [____________], 200[3], each condition precedent set forth in Section 2.01(c)(ii) and (iii) of the Pooling and Servicing Agreement, has been satisfied. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL MORGAN STANLEY DEAN WITTER CAXXXXX I INCXXX., as Depositor By: ------------------------------------ :____________________________________ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LPTHE PROVIDENT BANK, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ :____________________________________ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ :____________________________________ Name: Title: EXHIBIT M L FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR WITH FORM 10-K Re: IXIS Real Estate Morgan Stanley Dean Witter Capital I Inc. Trust 20052002-HE1 Mortgage PassAM3 (the "Xxuxx"), Xxxxxxxx Xxxx-Through Certificates, Series 20052002-HE1AM3 ------------------------------------------------------------- I, issued pursuant to [identify the Pooling and Servicing Agreementcertifying individual], dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer").certify that:

Conveyance of Subsequent Mortgage Loans. The Unaffiliated Seller does hereby irrevocably (i) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the DepositorTrust Fund but subject to the other terms and provisions of this Agreement all of the right, without recourse title and interest of the Depositor in the (except as otherwise explicitly provided for hereini) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of its interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of the Unaffiliated Seller or any other Person with respect to principal received and interest accruing on the Subsequent Mortgage Loans but including specifically, without limitation, the Mortgages, the Custodial Files and all other documents, materials and properties appurtenant thereto and the Mortgage Notes, including all interest and principal collected by the Unaffiliated Seller on or with respect prior to the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, together with all of its right, title and interest in and . The transfer to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Depositor. The Depositor does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust Fund, without recourse (except as otherwise explicitly provided for herein) all of its right, title and interest in and to the Subsequent Mortgage Loans, exclusive of the obligations of Trustee by the Depositor or any other Person with respect to of the Subsequent Mortgage Loans but including specifically, without limitationidentified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the MortgagesServicer, the Custodial Files and all other documents, materials and properties appurtenant thereto Trustee and the Mortgage Notes, including all interest Certificateholders to constitute and principal collected by the Depositor on or with respect to be treated as a sale of the Subsequent Mortgage Loans after by the related Subsequent Cut-off Date, together with all of its right, title and interest in and Depositor to the proceeds received after such Subsequent Cut-off Date of any related insurance policies on behalf of the Trust Fund. The expenses and costs relating related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date (except that, in the case of Subsequent Mortgage Loans that are Delayed Delivery Subsequent Mortgage Loans, such delivery may take place within five (5) Business Days of the Subsequent Mortgage Loans specified in this Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be borne by the Unaffiliated Seller. The Unaffiliated Seller hereby affirms the representation and warranty set forth in Sections 3.01(f), 3.01(h), 3.01(n), 3.01(p), 3.01(o) and 3.03 of the Unaffiliated Seller's Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. The Unaffiliated Seller hereby delivers notice and confirms that each of the conditions set forth in Section 2.01(c) of the Pooling and Servicing Agreement are satisfied as of the date hereof. The Servicer hereby affirms the representations and warranties set forth in Schedule IIA to the Pooling and Servicing Agreement with respect to the Subsequent Mortgage Loans as of the date hereof. Additional terms of the sale are attached hereto as Attachment A. To the extent permitted by applicable law, this Subsequent Transfer Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Unaffiliated Seller's expense, but only when accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to the principles of conflicts of laws. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same Agreement. All terms and conditions of the Pooling and Servicing Agreement are hereby ratified, confirmed and incorporated herein; provided, that in the event of any conflict the provisions of this Subsequent Transfer Agreement shall control over the conflicting provisions of the Pooling and Servicing Agreement. IXIS REAL ESTATE CAPITAL INC., as Unaffiliated Seller By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: XXXXXX XXXXXXX ABS CAPITAL I INC., as Depositor By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer By: Countrywide GP, Inc. By: ------------------------------------ Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: IXIS Real Estate Capital Trust 2005-HE1 Mortgage Pass-Through Certificates, Series 2005-HE1, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor", IXIS Real Estate Capital Inc., as unaffiliated seller, Deutsche Bank National Trust Company, as custodian (the "Custodian") and trustee (in such capacity, the "Trustee"), and Countrywide Home Loans Servicing LP, as servicer (the "Servicer"Date).