CWABS ASSET-BACKED CERTIFICATES
TRUST 2005-IM3,
Issuer
CWABS,
INC.,
Depositor
COUNTRYWIDE HOME
LOANS, INC.,
Seller,
COUNTRYWIDE HOME
LOANS SERVICING LP,
Master
Servicer
and
THE BANK OF NEW
YORK,
Trustee
POOLING AND
SERVICING AGREEMENT
Dated as of
December 1, 2005
ASSET-BACKED
CERTIFICATES, SERIES 2005-IM3
Table of Contents
ARTICLE I
DEFINITIONS
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Section 1.01
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Defined Terms.
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Section 1.02
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Certain Interpretive Provisions.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS
AND WARRANTIES
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Section 2.01
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Conveyance of Mortgage Loans.
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Section 2.02
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Acceptance of the Mortgage Loans.
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Section 2.03
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Representations, Warranties and Covenants of the
Master Servicer and the Seller.
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Section 2.04
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Representations and Warranties of the
Depositor.
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Section 2.05
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Delivery of Opinion of Counsel in Connection
with Substitutions and Repurchases.
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Section 2.06
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Authentication and Delivery of
Certificates.
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Section 2.07
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Covenants of the Master Servicer.
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ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS
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Section 3.01
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Master Servicer to Service Mortgage
Loans.
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Section 3.02
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Subservicing; Enforcement of the Obligations of
Master Servicer.
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Section 3.03
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Rights of the Depositor, the Seller and the
Trustee in Respect of the Master Servicer.
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Section 3.04
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Trustee to Act as Master Servicer.
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Section 3.05
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Collection of Mortgage Loan Payments;
Certificate Account; Distribution Account; Seller Shortfall
Interest Requirement.
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Section 3.06
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Collection of Taxes, Assessments and Similar
Items; Escrow Accounts.
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Section 3.07
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Access to Certain Documentation and Information
Regarding the Mortgage Loans.
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Section 3.08
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Permitted Withdrawals from the Certificate
Account, Distribution Account and the Carryover Reserve
Fund.
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Section 3.10
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Maintenance of Hazard Insurance.
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Section 3.11
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Enforcement of Due-On-Sale Clauses; Assumption
Agreements.
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Section 3.12
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Realization Upon Defaulted Mortgage Loans;
Determination of Excess Proceeds and Realized Losses; Repurchase of
Certain Mortgage Loans.
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Section 3.13
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Trustee to Cooperate; Release of Mortgage
Files.
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Section 3.14
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Documents, Records and Funds in Possession of
Master Servicer to be Held for the Trustee.
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Section 3.15
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Servicing Compensation.
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Section 3.16
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Access to Certain Documentation.
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Section 3.17
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Annual Statement as to Compliance.
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Section 3.18
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Annual Independent Public Accountants’
Servicing Statement; Financial Statements.
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Section 3.19
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The Corridor Contract.
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Section 3.20
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Prepayment Charges.
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Section 3.21
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Credit Reporting.
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ARTICLE IV
DISTRIBUTIONS AND ADVANCES BY THE MASTER
SERVICER
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Section 4.02
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Reduction of Servicing Compensation in
Connection with Prepayment Interest Shortfalls.
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Section 4.04
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Distributions.
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Section 4.05
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Monthly Statements to
Certificateholders.
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Section 4.08
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Carryover Reserve Fund.
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Section 4.09
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Distributions on the REMIC I Regular
Interests.
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Section 4.11
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Allocation of Realized Losses on the REMIC I
Regular Interests.
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Section 4.12
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The Class P Certificates.
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ARTICLE V
THE CERTIFICATES
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Section 5.01
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The Certificates.
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Section 5.02
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Certificate Register; Registration of Transfer
and Exchange of Certificates.
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Section 5.03
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Mutilated, Destroyed, Lost or Stolen
Certificates.
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Section 5.04
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Persons Deemed Owners.
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Section 5.05
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Access to List of Certificateholders’
Names and Addresses.
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Section 5.06
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Book-Entry Certificates.
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Section 5.07
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Notices to Depository.
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Section 5.08
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Definitive Certificates.
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Section 5.09
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Maintenance of Office or Agency.
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ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER AND THE
SELLER
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Section 6.01
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Respective Liabilities of the Depositor, the
Master Servicer and the Seller.
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Section 6.02
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Merger or Consolidation of the Depositor, the
Master Servicer or the Seller.
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Section 6.03
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Limitation on Liability of the Depositor, the
Seller, the Master Servicer and Others.
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Section 6.04
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Limitation on Resignation of Master
Servicer.
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Section 6.05
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Errors and Omissions Insurance; Fidelity
Bonds.
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ARTICLE VII
DEFAULT; TERMINATION OF MASTER
SERVICER
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Section 7.01
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Events of Default.
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Section 7.02
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Trustee to Act; Appointment of
Successor.
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Section 7.03
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Notification to Certificateholders.
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ARTICLE VIII
CONCERNING THE TRUSTEE
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Section 8.01
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Duties of Trustee.
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Section 8.02
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Certain Matters Affecting the
Trustee.
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Section 8.03
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Trustee Not Liable for Mortgage
Loans.
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Section 8.04
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Trustee May Own Certificates.
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Section 8.05
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Master Servicer to Pay Trustee’s Fees and
Expenses.
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Section 8.06
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Eligibility Requirements for Trustee.
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Section 8.07
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Resignation and Removal of Trustee.
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Section 8.08
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Successor Trustee.
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Section 8.09
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Merger or Consolidation of Trustee.
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Section 8.10
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Appointment of Co-Trustee or Separate
Trustee.
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Section 8.11
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Tax Matters.
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ARTICLE IX
TERMINATION
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Section 9.01
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Termination upon Liquidation or Repurchase of
all Mortgage Loans.
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Section 9.02
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Final Distribution on the
Certificates.
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Section 9.03
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Additional Termination Requirements.
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ARTICLE X
MISCELLANEOUS PROVISIONS
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Section 10.02
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Recordation of Agreement;
Counterparts.
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Section 10.03
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Governing Law.
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Section 10.04
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Intention of Parties.
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Section 10.06
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Severability of Provisions.
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Section 10.07
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Assignment.
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Section 10.08
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Limitation on Rights of
Certificateholders.
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Section 10.09
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Inspection and Audit Rights.
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Section 10.10
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Certificates Nonassessable and Fully
Paid.
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EXHIBITS
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EXHIBIT A-1
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Class A-1 Certificate
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EXHIBIT A-2
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Class A-2 Certificate
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EXHIBIT A-3
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Class A-3 Certificate
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EXHIBIT A-4
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Class A-3M Certificate
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EXHIBIT A-5
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Class A-4 Certificate
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EXHIBIT A-6
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Class M-1 Certificate
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EXHIBIT A-7
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Class M-2 Certificate
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EXHIBIT A-8
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Class M-3 Certificate
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EXHIBIT A-9
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Class M-4 Certificate
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EXHIBIT A-10
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Class M-5 Certificate
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EXHIBIT A-11
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Class M-6 Certificate
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EXHIBIT A-12
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Class M-7 Certificate
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EXHIBIT A-13
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Class B Certificate
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EXHIBIT A-14
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[Reserved]
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EXHIBIT B
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Class C Certificate
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EXHIBIT C
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Class P Certificate
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EXHIBIT D
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Class A-R Certificate
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EXHIBIT E
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Form of Tax Matters Person
Certificate
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EXHIBIT F
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Mortgage Loan Schedule
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EXHIBIT F-1
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List of Mortgage Loans
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EXHIBIT F-2
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Mortgage Loans for which All or a
Portion of a Related Mortgage File is not Delivered to the Trustee
on or prior to the Closing Date
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EXHIBIT G
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Forms of Certification of
Trustee
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EXHIBIT G-1
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Form of Initial Certification of
Trustee
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EXHIBIT G-2
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Form of Interim Certification of
Trustee
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EXHIBIT G-3
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Form of Delay Delivery
Certification
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EXHIBIT G-4
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[Reserved]
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EXHIBIT H
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Form of Final Certification of
Trustee
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EXHIBIT I
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Transfer Affidavit
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EXHIBIT J-1
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Form of Transferor Certificate for
Class A-R Certificates
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EXHIBIT J-2
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Form of Transferor Certificate for
Private Certificates
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EXHIBIT K
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Form of Investment Letter (Non-Rule
144A)
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EXHIBIT L
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Form of Rule 144A Letter
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EXHIBIT M
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Form of Request for Release (for
Trustee)
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EXHIBIT N
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Form of Request for Release (for
Mortgage Loans Paid in Full, Repurchased or Replaced)
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EXHIBIT O
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Copy of Depository
Agreement
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EXHIBIT P
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Form of Mortgage Note and
Mortgage
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EXHIBIT Q
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[Reserved]
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EXHIBIT R
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Form of Corridor Contract
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EXHIBIT S
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Form of Corridor Contract Novation
Agreement
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EXHIBIT T
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Form of Corridor Contract
Administration Agreement
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EXHIBIT U
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Officer’s Certificate with
Respect to Prepayments
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EXHIBIT V
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Standard & Poor’s
Anti-Predatory Lending Categorization
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POOLING AND SERVICING AGREEMENT,
dated as of December 1, 2005, by and among CWABS, INC., a Delaware
corporation, as depositor (the “Depositor”),
COUNTRYWIDE HOME LOANS, INC., a New York corporation, as seller
(the “Seller”), COUNTRYWIDE HOME LOANS SERVICING LP, a
Texas limited partnership, as master servicer (the “Master
Servicer”), and THE BANK OF NEW YORK, a New York banking
corporation, as trustee (the “Trustee”).
PRELIMINARY STATEMENT:
The Depositor intends to sell
mortgage asset-backed pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in sixteen
classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Mortgage Loans (as defined
herein).
REMIC I
As provided herein, the Trustee will
make an election to treat the segregated pool of assets consisting
of the Mortgage Loans and certain other related assets (exclusive
of the Corridor Contract and the Carryover Reserve Fund) subject to
this Agreement as a real estate mortgage investment conduit (a
“REMIC”) for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC
I.” The Class R-I Interest will represent the sole class of
“residual interests” in REMIC I for purposes of the
REMIC Provisions (as defined herein) under federal income tax law.
The following table irrevocably sets forth the designation,
remittance rate (the “Uncertificated REMIC I Pass-Through
Rate”) and initial Uncertificated Principal Balance for each
of the “regular interests” in REMIC I (the “REMIC
I Regular Interests”). The “latest possible maturity
date” (determined for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular
Interest shall be the 360th Distribution Date. None of the REMIC I
Regular Interests will be certificated.
|
|
Uncertificated
REMIC I Pass-
Through Rate
|
Uncertificated Principal
Balance
|
Latest Possible
Maturity Date
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MT-AA
|
Variable (2)
|
$
|
1,077,999,338.49
|
November 2035
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MT-A-1
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Variable (2)
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$
|
4,587,060.00
|
November 2035
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MT-A-2
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Variable (2)
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$
|
1,500,000.00
|
November 2035
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MT-A-3
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Variable (2)
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$
|
2,908,090.00
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November 2035
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MT-A-3M
|
Variable (2)
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$
|
323,120.00
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November 2035
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MT-A-4
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Variable (2)
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$
|
301,230.00
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November 2035
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MT-M-1
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Variable (2)
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$
|
473,000.00
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November 2035
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MT-M-2
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Variable (2)
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$
|
286,000.00
|
November 2035
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MT-M-3
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Variable (2)
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$
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88,000.00
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November 2035
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MT-M-4
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Variable (2)
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$
|
148,500.00
|
November 2035
|
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MT-M-5
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Variable (2)
|
$
|
110,000.00
|
November 2035
|
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MT-M-6
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Variable (2)
|
$
|
60,500.00
|
November 2035
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MT-M-7
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Variable (2)
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$
|
88,000.00
|
November 2035
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MT-B
|
Variable (2)
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$
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71,500.00
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November 2035
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MT-ZZ
|
Variable (2)
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$
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11,054,986.50
|
November 2035
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MT-P
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Variable (2)
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$
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100.00
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November 2035
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MT-R
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N/A
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100.00
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November 2035
|
___________________
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(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date in the month following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for each REMIC I
Regular Interest.
|
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(2)
|
Calculated in accordance with the
definition of “Uncertificated REMIC I Pass-Through
Rate” herein.
|
REMIC II
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
REMIC II. The Class R-II Interest will represent the sole class of
“residual interests” in REMIC II for purposes of the
REMIC Provisions under federal income tax law. The following table
irrevocably sets forth the designation, Pass-Through Rate,
aggregate Initial Certificate Principal Balance and Final Scheduled
Distribution Date for each Class of Certificates comprising the
interests representing “regular interests” in REMIC II.
The “latest possible maturity date” (determined for
purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii)) for each Class of REMIC II Regular
Certificates shall be the 360th Distribution Date.
|
|
|
Aggregate Initial
Certificate
Principal Balance
|
Latest Possible
Maturity Date
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|
Class A-1
|
Variable (2)
|
$
|
$458,706,000.00
|
November 2035
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Class A-2
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Variable (2)
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$
|
$150,000,000.00
|
November 2035
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Class A-3
|
Variable (2)
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$
|
$290,809,000.00
|
November 2035
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Class A-3M
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Variable (2)
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$
|
$32,312,000.00
|
November 2035
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Class A-4
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Variable (2)
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$
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$30,123,000.00
|
November 2035
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Class M-1
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Variable (2)
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$
|
$47,300,000.00
|
November 2035
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Class M-2
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Variable (2)
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$
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$28,600,000.00
|
November 2035
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Class M-3
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Variable (2)
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$
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$8,800,000.00
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November 2035
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Class M-4
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Variable (2)
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$
|
$14,850,000.00
|
November 2035
|
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Class M-5
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Variable (2)
|
$
|
$11,000,000.00
|
November 2035
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Class M-6
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Variable (2)
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$
|
$6,050,000.00
|
November 2035
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Class M-7
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Variable (2)
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$
|
$8,800,000.00
|
November 2035
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Class B
|
Variable (2)
|
$
|
$7,150,000.00
|
November 2035
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Class C
|
(3)
|
$
|
5,499,324.99
|
November 2035
|
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Class P
|
0.00%
|
$
|
100
|
November 2035
|
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date in the month following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for each Class of
Certificates.
|
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(2)
|
Calculated in accordance with the
definition of “Pass-Through Rate” herein.
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(3)
|
The Class C Certificates will accrue
interest at its variable Pass-Through Rate on the Notional Amount
of the Class C Certificates outstanding from time to time which
shall equal the Uncertificated Principal Balance of the REMIC
I Regular Interests (other than REMIC I Regular Interest MT-P
and REMIC I Regular Interest MT-R). The Class C Certificates will
not accrue interest on their Certificate Principal Balance
initially equal to $5,499,324.99.
|
ARTICLE I
DEFINITIONS
|
|
Section 1.01
|
Defined Terms.
|
In addition to those defined terms
defined in Section 1.02, whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires,
shall have the following meanings:
Accrual Period
: With respect to any Distribution
Date and the Certificates (other than the Class A-R, Class P and
Class C Certificates), the period from and including the
immediately preceding Distribution Date (or, in the case of the
first Distribution Date, from and including the Closing Date) and
to and including the day immediately preceding such Distribution
Date. With respect to any Distribution Date and the Class C
Certificates, the calendar month preceding the month in which such
Distribution Date occurs. All calculations of interest on the
Certificates (other than the Class A-R, Class P and Class C
Certificates) will be made on the basis of the actual number of
days elapsed in the related Accrual Period and on a 360-day year.
All calculations of interest on the Class C Certificates will be
made on the basis of a 360-day year consisting of twelve 30-day
months. The Class A-R Certificates and Class P Certificates will
not accrue any interest and therefore have no Accrual
Period.
Adjusted Net Mortgage
Rate : As to each
Mortgage Loan, the Mortgage Rate less the Expense Fee
Rate.
Adjustment Date
: As to each Mortgage Loan, each
date on which the related Mortgage Rate is subject to adjustment,
as provided in the related Mortgage Note.
Advance : The aggregate of the advances required to be
made by the Master Servicer with respect to any Distribution Date
pursuant to Section 4.01, the amount of any such advances being
equal to the aggregate of payments of principal of, and interest on
the Stated Principal Balance of, the Mortgage Loans (net of the
Servicing Fees) that were due on the related Due Date and not
received by the Master Servicer as of the close of business on the
related Determination Date including an amount equivalent to
interest on the Stated Principal Balance of each Mortgage Loan as
to which the related Mortgaged Property is an REO Property or as to
which the related Mortgaged Property has been liquidated but such
Mortgage Loan has not yet become a Liquidated Mortgage Loan;
provided, however, that the net monthly rental income (if any) from
such REO Property deposited in the Certificate Account for such
Distribution Date pursuant to Section 3.12 may be used to offset
such Advance for the related REO Property; provided, further, that
for the avoidance of doubt, no Advances shall be required to be
made in respect of any Liquidated Mortgage Loan.
Agreement : This Pooling and Servicing Agreement and any
and all amendments or supplements hereto made in accordance with
the terms herein.
Amount Held for Future
Distribution : As to any
Distribution Date, the aggregate amount held in the Certificate
Account at the close of business on the related Determination Date
on
account of (i) all Scheduled
Payments or portions thereof received in respect of the Mortgage
Loans due after the related Due Date and (ii) Principal
Prepayments, Liquidation Proceeds and Subsequent Recoveries
received in respect of such Mortgage Loans after the last day of
the related Prepayment Period or Due Period,
respectively.
Applied Realized Loss
Amount : With respect to
any Distribution Date, the sum of the Realized Losses with respect
to the Mortgage Loans which shall equal the amount, if any, by
which the aggregate Certificate Principal Balance of Senior
Certificates and Subordinate Certificates (after all distributions
of principal on such Distribution Date) exceeds the aggregate
Stated Principal Balance of the Mortgage Loans for such
Distribution Date, and which are to be applied as provided in
Section 4.04 of this Agreement.
Appraised Value
: The appraised value of the
Mortgaged Property based upon the appraisal made for the originator
by an independent fee appraiser at the time of the origination of
the related Mortgage Loan, or the sales price of the Mortgaged
Property at the time of such origination, whichever is less, or
with respect to any Mortgage Loan originated in connection with a
refinancing, the appraised value of the Mortgaged Property based
upon the appraisal made at the time of such refinancing.
Bankruptcy Code
: Title 11 of the United States
Code.
Book-Entry
Certificates : Any of the
Certificates that shall be registered in the name of the Depository
or its nominee, the ownership of which is reflected on the books of
the Depository or on the books of a person maintaining an account
with the Depository (directly, as a “Depository
Participant”, or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in
Section 5.06). As of the Closing Date, each Class of Class A
Certificates and Subordinate Certificates constitutes a Class of
Book-Entry Certificates.
Business Day
: Any day other than (1) a Saturday
or Sunday or (2) a day on which banking institutions in the States
of New York or California are required or authorized by law to be
closed.
Calendar Quarter
: A Calendar Quarter shall consist
of one of the following time periods in any given year: January 1
through March 31, April 1 through June 30, July 1 through September
30, and October 1 through December 31.
Carryover Reserve Fund
: The separate Eligible Account
created and initially maintained by the Trustee pursuant to Section
4.08 in the name of the Trustee for the benefit of the
Certificateholders and designated “The Bank of New York in
trust for registered holders of CWABS, Inc., Asset-Backed
Certificates, Series 2005-IM3”. Funds in the Carryover
Reserve Fund shall be held in trust for the Certificateholders for
the uses and purposes set forth in this Agreement and shall not be
a part of any REMIC created under this Agreement.
Certificate
: Any one of the certificates of any
Class executed and authenticated by the Trustee in substantially
the forms attached hereto as Exhibits A-1 through A-14, Exhibit B,
Exhibit C and Exhibit D.
Certificate Account
: The separate Eligible Account
created and initially maintained by the Master Servicer pursuant to
Section 3.05(b) with Treasury Bank, a division of Countrywide Bank,
N.A. in the name of the Master Servicer for the benefit of the
Trustee on behalf of the Certificateholders and designated
“Countrywide Home Loans Servicing LP in trust for registered
holders of CWABS, Inc., Asset-Backed Certificates, Series
2005-IM3”. Funds in the Certificate Account shall be held in
trust for the Certificateholders for the uses and purposes set
forth in this Agreement.
Certificate Account
Deposit : An amount equal
to the aggregate of all amounts in respect of (i) principal of the
Mortgage Loans due on or after the Cut-off Date and received by the
Master Servicer before the Closing Date and not applied in
computing the Cut-off Date Principal Balance thereof, and (ii)
interest on the Mortgage Loans due on and after the Cut-off Date
and received by the Master Servicer before the Closing
Date.
Certificate Owner
: With respect to a Book-Entry
Certificate, the person that is the beneficial owner of such
Book-Entry Certificate.
Certificate Principal
Balance : As to any
Certificate (other than the Class C Certificates) and as of any
Distribution Date, the Initial Certificate Principal Balance of
such Certificate (A) less the sum of (i) all amounts distributed
with respect to such Certificate in reduction of the Certificate
Principal Balance thereof on previous Distribution Dates pursuant
to Section 4.04 and (ii) in the case of any Subordinate Certificate
and the Class A Certificates any Applied Realized Loss Amounts
allocated to such Certificate on previous Distribution Dates
pursuant to Section 4.04 and (B) increased by, with respect to any
Class of Subordinate Certificates and the Class A Certificates, any
Subsequent Recoveries allocated to such Class of Certificates
pursuant to Section 4.04 on such Distribution Date. As to any Class
C Certificate and as of any Distribution Date, an amount equal to
the excess, if any, of (i) the aggregate Stated Principal Balance
of the Mortgage Loans over (ii) the aggregate Certificate Principal
Balance of the Senior Certificates and Subordinate Certificates.
References herein to the Certificate Principal Balance of a Class
of Certificates shall mean the Certificate Principal Balances of
all Certificates in such Class.
Certificate Register
: The register maintained pursuant
to Section 5.02 hereof.
Certificateholder or
Holder : The person in
whose name a Certificate is registered in the Certificate Register
(initially, Cede & Co., as nominee for the Depository, in the
case of any Class of Regular Certificates, except that solely for
the purpose of giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Depositor or any
affiliate of the Depositor shall be deemed not to be Outstanding
and the Voting Interest evidenced thereby shall not be taken into
account in determining whether the requisite amount of Voting
Interests necessary to effect such consent has been obtained;
provided that if any such Person (including the Depositor) owns
100% of the Voting Interests evidenced by a Class of Certificates,
such Certificates shall be deemed to be Outstanding for purposes of
any provision hereof (other than the second sentence of Section
10.01 hereof) that requires the consent of the Holders of
Certificates of a particular Class as a condition to the taking of
any action hereunder. The Trustee is entitled to rely conclusively
on a certification of the Depositor or any affiliate of the
Depositor in determining which Certificates are registered in the
name of an affiliate of the Depositor.
Class : All Certificates bearing the same Class
designation as set forth in Section 5.01 hereof.
Class A Certificates:
The Class A-1, Class A-2, Class A-3,
Class A-3M and Class A-4 Certificates.
Class A Principal Distribution
Amount : For any
Distribution Date, the excess of (i) the aggregate Certificate
Principal Balance of the Senior Certificates immediately prior to
such Distribution Date, over (ii) the lesser of (x) 74.90% of the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date after giving effect to distributions to be made
on that Distribution Date and (y) the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date after
giving effect to distributions to be made on that Distribution Date
minus the OC Floor.
Class A-1 Certificate
: Any Certificate designated as a
“Class A-1 Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to distributions
as set forth herein.
Class A-1 Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
A-1 Certificates.
Class A-1 Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class A-1 Pass-Through Rate on the Class A-1
Certificate Principal Balance immediately prior to such
Distribution Date.
Class A-1 Interest Carry Forward
Amount : For any
Distribution Date, the excess of (a) the Class A-1 Current Interest
with respect to prior Distribution Dates over (b) the amount
actually distributed to the Class A-1 Certificates with respect to
interest on such prior Distribution Dates.
Class A-1 Interest Carryover
Amount : For any
Distribution Date and the Class A-1 Certificates, the sum of (A)
the excess of (i) the amount of interest the Class A-1 Certificates
would otherwise have accrued for such Distribution Date had the
Class A-1 Pass-Through Rate thereon been calculated as the sum of
One-Month LIBOR and the applicable Class A-1 Margin for such
Distribution Date, over (ii) the amount of interest accrued on the
Class A-1 Certificates at the Net Rate Cap for such Distribution
Date and (B) the Class A-1 Interest Carryover Amount for all
previous Distribution Dates not previously paid pursuant to Section
4.04, together with interest thereon at the Class A-1 Pass-Through
Rate (without giving effect to the Net Rate Cap).
Class A-1 Margin
: For the Accrual Period for any
Distribution Date on or prior to the Optional Termination Date,
0.120% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 0.240% per
annum.
Class A-1 Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR for such
Accrual Period plus the Class A-1 Margin and (ii) the Net Rate Cap
for such Distribution Date related to such Accrual
Period.
Class A-2 Certificate
: Any Certificate designated as a
“Class A-2 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to distributions
as set forth herein.
Class A-2 Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
A-2 Certificates.
Class A-2 Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class A-2 Pass-Through Rate on the Class A-2
Certificate Principal Balance immediately prior to such
Distribution Date.
Class A-2 Interest Carry Forward
Amount : For any
Distribution Date, the excess of (a) the Class A-2 Current Interest
with respect to prior Distribution Dates over (b) the amount
actually distributed to the Class A-2 Certificates with respect to
interest on such prior Distribution Dates.
Class A-2 Interest Carryover
Amount : For any
Distribution Date and the Class A-2 Certificates, the sum of (A)
the excess of (i) the amount of interest the Class A-2 Certificates
would otherwise have accrued for such Distribution Date had the
Class A-2 Pass-Through Rate thereon been calculated as the sum of
One-Month LIBOR and the applicable Class A-2 Margin for such
Distribution Date, over (ii) the amount of interest accrued on the
Class A-2 Certificates at the Net Rate Cap for such Distribution
Date and (B) the Class A-2 Interest Carryover Amount for all
previous Distribution Dates not previously paid pursuant to Section
4.04, together with interest thereon at the Class A-2 Pass-Through
Rate (without giving effect to the Net Rate Cap).
Class A-2 Margin
: For the Accrual Period for any
Distribution Date on or prior to the Optional Termination Date,
0.190% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 0.380% per
annum.
Class A-2 Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
A-2 Margin and (ii) the Net Rate Cap for such Distribution Date
related to such Accrual Period.
Class A-3 Certificate
: Any Certificate designated as a
“Class A-3 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to distributions
as set forth herein.
Class A-3 Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
A-3 Certificates.
Class A-3 Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class A-3 Pass-Through Rate on the Class A-3
Certificate Principal Balance immediately prior to such
Distribution Date.
Class A-3 Interest Carry Forward
Amount : For any
Distribution Date, the excess of (a) the Class A-3 Current Interest
with respect to prior Distribution Dates over (b) the amount
actually distributed to the Class A-3 Certificates with respect to
interest on such prior Distribution Dates.
Class A-3 Interest Carryover
Amount : For any
Distribution Date and the Class A-3 Certificates, the sum of (A)
the excess of (i) the amount of interest the Class A-3 Certificates
would otherwise have accrued for such Distribution Date had the
Class A-3 Pass-Through Rate thereon been calculated as the sum of
One-Month LIBOR and the applicable Class A-3 Margin for such
Distribution Date, over (ii) the amount of interest accrued on the
Class A-3 Certificates at the Net Rate Cap for such Distribution
Date and (B) the Class A-3 Interest Carryover Amount for all
previous Distribution Dates not previously paid pursuant to Section
4.04, together with interest thereon at the Class A-3 Pass-Through
Rate (without giving effect to the Net Rate Cap).
Class A-3 Margin
: For the Accrual Period for any
Distribution Date on or prior to the Optional Termination Date,
0.250% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 0.500% per
annum.
Class A-3 Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
A-3 Margin and (ii) the Net Rate Cap for such Distribution Date
related to such Accrual Period.
Class A-3M Certificate
: Any Certificate designated as a
“Class A-3M Certificate” on the face thereof, in the
form of Exhibit A-4 hereto, representing the right to distributions
as set forth herein.
Class A-3M Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
A-3M Certificates.
Class A-3M Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class A-3M Pass-Through Rate on the Class A-3M
Certificate Principal Balance immediately prior to such
Distribution Date.
Class A-3M Interest Carry Forward
Amount : For any
Distribution Date, the excess of (a) the Class A-3M Current
Interest with respect to prior Distribution Dates over (b) the
amount actually distributed to the Class A-3M Certificates with
respect to interest on such prior Distribution Dates.
Class A-3M Interest Carryover
Amount : For any
Distribution Date and the Class A-3M Certificates, the sum of (A)
the excess of (i) the amount of interest the Class A-3M
Certificates would otherwise have accrued for such Distribution
Date had the Class A-3M Pass-Through Rate thereon been calculated
as the sum of One-Month LIBOR and the applicable Class A-3M Margin
for such Distribution Date, over (ii) the amount of interest
accrued on the Class A-3M Certificates at the Net Rate Cap for such
Distribution Date and (B) the Class A-3M Interest Carryover Amount
for all previous Distribution Dates not previously paid pursuant to
Section 4.04, together with interest thereon at the Class A-3M
Pass-Through Rate (without giving effect to the Net Rate
Cap).
Class A-3M Margin
: For the Accrual Period for any
Distribution Date on or prior to the Optional Termination Date,
0.340% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 0.680% per
annum.
Class A-3M Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
A-3M Margin and (ii) the related Net Rate Cap for such Distribution
Date.
Class A-4 Certificate
: Any Certificate designated as a
“Class A-4 Certificate” on the face thereof, in the
form of Exhibit A-5 hereto, representing the right to distributions
as set forth herein.
Class A-4 Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
A-4 Certificates.
Class A-4 Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class A-4 Pass-Through Rate on the Class A-4
Certificate Principal Balance immediately prior to such
Distribution Date.
Class A-4 Interest Carry Forward
Amount : For any
Distribution Date, the excess of (a) the Class A-4 Current Interest
with respect to prior Distribution Dates over (b) the amount
actually distributed to the Class A-4 Certificates with respect to
interest on such prior Distribution Dates.
Class A-4 Interest Carryover
Amount : For any
Distribution Date and the Class A-4 Certificates, the sum of (A)
the excess of (i) the amount of interest the Class A-4 Certificates
would otherwise have accrued for such Distribution Date had the
Class A-4 Pass-Through Rate thereon been calculated as the sum of
One-Month LIBOR and the applicable Class A-4 Margin for such
Distribution Date, over (ii) the amount of interest accrued on the
Class A-4 Certificates at the Net Rate Cap for such Distribution
Date and (B) the Class A-4 Interest Carryover Amount for all
previous Distribution Dates not previously paid pursuant to Section
4.04, together with interest thereon at the Class A-4 Pass-Through
Rate (without giving effect to the Net Rate Cap).
Class A-4 Margin
: For the Accrual Period for any
Distribution Date on or prior to the Optional Termination Date,
0.340% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 0.680 % per
annum.
Class A-4 Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
A-4 Margin and (ii) the Net Rate Cap for such Distribution Date
related to such Accrual Period.
Class A-R Certificate
: Any one of the Class A-R
Certificates executed by the Trustee substantially in the form
annexed hereto as Exhibit D, composed of the Class R-I Interest and
Class R-II Interest.
Class A-R Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
A-R Certificates.
Class A-R Principal Distribution
Amount : With respect to
any Distribution Date, the excess, if any, of (A) $100 over (B) all
amounts distributed with respect to such Certificate in reduction
of the Certificate Principal Balance thereof on previous
Distribution Dates pursuant to Section 4.04.
Class B Certificate
: Any Certificate designated as a
“Class B Certificate” on the face thereof, in the form
of Exhibit A-13 hereto, representing the right to distributions as
set forth herein.
Class B Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class B
Certificates.
Class B Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class B Pass-Through Rate on the Class B Certificate
Principal Balance immediately prior to such Distribution
Date.
Class B Interest Carry Forward
Amount : For any
Distribution Date, the excess of (a) the Class B Current Interest
with respect to prior Distribution Dates over (b) the amount
actually distributed to the Class B Certificates with respect to
interest on such prior Distribution Dates.
Class B Interest Carryover
Amount : For any
Distribution Date and the Class B Certificates, the sum of (A) the
excess of (i) the amount of interest the Class B Certificates would
otherwise have accrued for such Distribution Date had the Class B
Pass-Through Rate thereon been calculated as the sum of One-Month
LIBOR and the applicable Class B Margin for such Distribution Date,
over (ii) the amount of interest accrued on the Class B
Certificates at the Net Rate Cap for such Distribution Date and (B)
the Class B Interest Carryover Amount for all previous Distribution
Dates not previously paid pursuant to Section 4.04, together with
interest thereon at the Class B Pass-Through Rate (without giving
effect to the Net Rate Cap).
Class B Margin
: For the Accrual Period for any
Distribution Date on or prior to the Optional Termination Date,
1.600% per annum and, for any Distribution Date after the Optional
Termination Date, 2.400% per annum.
Class B Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
B Margin and (ii) the Net Rate Cap for such Distribution Date
related to such Accrual Period.
Class C Certificate
: Any Certificate designated as a
“Class C Certificate” on the face thereof, in the form
of Exhibit B hereto, representing the right to distributions as set
forth herein, to be issued initially to Countrywide Securities
Holding Inc.
Class C Current
Interest : For any
Distribution Date, the interest accrued on the Class C Notional
Amount during the related Accrual Period at the Class C
Pass-Through Rate.
Class C Notional
Amount : The aggregate
amount of the Uncertificated Principal Balance of the REMIC I
Regular Interests other than REMIC I Regular Interest MT-P and
REMIC I Regular Interest MT-R.
Class C Pass-Through
Rate : A rate per annum
equal to the percentage equivalent of a fraction, the numerator of
which is the sum of the amounts calculated pursuant to clauses (A)
through (O) below, and the denominator of which is the
Uncertificated Principal Balance of the REMIC II Regular Interests
(other than REMIC I Regular Interest MT-R and REMIC I
Regular
Interest MT-P). For purposes of
calculating the Pass Through Rate for the Class C Certificates, the
numerator is equal to the sum of the following
components:
(A) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest MT-AA minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
MT-AA;
(B) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest MT-A-1 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC I Regular Interest
MT-A-1;
(C) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest MT-A-2 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC I Regular Interest
MT-A-2;
(D) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest MT-A-3 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC I Regular Interest
MT-A-3;
(E) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest MT-A-3M minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC I Regular Interest
MT-A-3M;
(F) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest MT-A-4 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC I Regular Interest
MT-A-4;
(G) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest MT-M-1 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC I Regular Interest
MT-M-1;
(H) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest MT-M-2 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC I Regular Interest
MT-M-2;
(I) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest MT-M-3 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC I Regular Interest
MT-M-3;
(J) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest MT-M-4 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC I Regular Interest
MT-M-4;
(K) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest MT-M-5 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC I Regular Interest
MT-M-5;
(L) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest MT-M-6 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC I Regular Interest
MT-M-6;
(M) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest MT-M-7 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC I Regular Interest
MT-M-7;
(N) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest MT-B minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
MT-B; and
(O) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest MT-ZZ minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
MT-ZZ.
The Class C Certificates are
entitled to 100% of the interest distributed on REMIC I Regular
Interest MT-R.
Class M Certificates
: The Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6 and Class M-7
Certificates.
Class M-1 Certificate
: Any Certificate designated as a
“Class M-1 Certificate” on the face thereof, in the
form of Exhibit A-4 hereto, representing the right to distributions
as set forth herein.
Class M-1 Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
M-1 Certificates.
Class M-1 Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class M-1 Pass-Through Rate on the Class M-1
Certificate Principal Balance immediately prior to such
Distribution Date.
Class M-1 Interest Carry Forward
Amount : For any
Distribution Date, the excess of (a) the Class M-1 Current Interest
with respect to prior Distribution Dates over (b) the amount
actually distributed to the Class M-1 Certificates with respect to
interest.
Class M-1 Interest Carryover
Amount : For any
Distribution Date and the Class M-1 Certificates, the sum of (A)
the excess of (i) the amount of interest the Class M-1 Certificates
would otherwise have accrued for such Distribution Date had the
Class M-1 Pass-Through Rate thereon been calculated as the sum of
One-Month LIBOR and the applicable Class M-1 Margin for such
Distribution Date, over (ii) the amount of interest accrued on the
Class M-1 Certificates at the Net Rate Cap for such Distribution
Date and (B) the Class M-1 Interest Carryover Amount for all
previous Distribution Dates not previously paid pursuant to Section
4.04, together with interest thereon at the Class M-1 Pass-Through
Rate (without giving effect to the Net Rate Cap).
Class M-1 Margin
: For the Accrual Period for any
Distribution Date on or prior to the Optional Termination Date,
0.440% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 0.660% per
annum.
Class M-1 Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
M-1 Margin and (ii) the Net Rate Cap for such Distribution Date
related to such Accrual Period.
Class M-2 Certificate
: Any Certificate designated as a
“Class M-2 Certificate” on the face thereof, in the
form of Exhibit A-5 hereto, representing the right to distributions
as set forth herein.
Class M-2 Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
M-2 Certificates.
Class M-2 Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class M-2 Pass-Through Rate on the Class M-2
Certificate Principal Balance immediately prior to such
Distribution Date.
Class M-2 Interest Carry Forward
Amount : For any
Distribution Date, the excess of (a) the Class M-2 Current Interest
with respect to prior Distribution Dates over (b) the amount
actually distributed to the Class M-2 Certificates with respect to
interest on such prior Distribution Dates.
Class M-2 Interest Carryover
Amount : For any
Distribution Date and the Class M-2 Certificates, the sum of (A)
the excess of (i) the amount of interest the Class M-2 Certificates
would otherwise have accrued for such Distribution Date had the
Class M-2 Pass-Through Rate thereon been calculated as the sum of
One-Month LIBOR and the applicable Class M-2 Margin for such
Distribution Date, over (ii) the amount of interest accrued on the
Class M-2 Certificates at the Net Rate Cap for such Distribution
Date and (B) the Class M-2 Interest Carryover Amount for all
previous Distribution Dates not previously paid pursuant to Section
4.04, together with interest thereon at the Class M-2 Pass-Through
Rate (without giving effect to the Net Rate Cap).
Class M-2 Margin
: For the Accrual Period for any
Distribution Date on or prior to the Optional Termination Date,
0.470% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 0.705% per
annum.
Class M-2 Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
M-2 Margin and (ii) the Net Rate Cap for such Distribution Date
related to such Accrual Period.
Class M-3 Certificate
: Any Certificate designated as a
“Class M-3 Certificate” on the face thereof, in the
form of Exhibit A-6 hereto, representing the right to distributions
as set forth herein.
Class M-3 Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
M-3 Certificates.
Class M-3 Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class M-3 Pass-Through Rate on the Class M-3
Certificate Principal Balance immediately prior to such
Distribution Date.
Class M-3 Interest Carry Forward
Amount : For any
Distribution Date, the excess of (a) the Class M-3 Current Interest
with respect to prior Distribution Dates over (b) the amount
actually distributed to the Class M-3 Certificates with respect to
interest on such prior Distribution Dates.
Class M-3 Interest Carryover
Amount : For any
Distribution Date and the Class M-3 Certificates, the sum of (A)
the excess of (i) the amount of interest the Class M-3 Certificates
would otherwise have accrued for such Distribution Date had the
Class M-3 Pass-Through Rate thereon been calculated as the sum of
One-Month LIBOR and the applicable Class M-3 Margin for such
Distribution Date, over (ii) the amount of interest accrued on the
Class M-3 Certificates at the Net Rate Cap for such Distribution
Date and (B) the Class M-3 Interest Carryover Amount for all
previous Distribution Dates not previously paid pursuant to Section
4.04, together with interest thereon at the Class M-3 Pass-Through
Rate (without giving effect to the Net Rate Cap).
Class M-3 Margin
: For the Accrual Period for any
Distribution Date on or prior to the Optional Termination Date,
0.490% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 0.735% per
annum.
Class M-3 Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
M-3 Margin and (ii) the Net Rate Cap for such Distribution Date
related to such Accrual Period.
Class M-4 Certificate
: Any Certificate designated as a
“Class M-4 Certificate” on the face thereof, in the
form of Exhibit A-7 hereto, representing the right to distributions
as set forth herein.
Class M-4 Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
M-4 Certificates.
Class M-4 Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class M-4 Pass-Through Rate on the Class M-4
Certificate Principal Balance immediately prior to such
Distribution Date.
Class M-4 Interest Carry Forward
Amount : For any
Distribution Date, the excess of (a) the Class M-4 Current Interest
with respect to prior Distribution Dates over (b) the amount
actually distributed to the Class M-4 Certificates with respect to
interest on such prior Distribution Dates.
Class M-4 Interest Carryover
Amount : For any
Distribution Date and the Class M-4 Certificates, the sum of (A)
the excess of (i) the amount of interest the Class M-4 Certificates
would otherwise have accrued for such Distribution Date had the
Class M-4 Pass-through Rate thereon been calculated as the sum of
One-Month LIBOR and the applicable Class M-4 Margin for such
Distribution Date, over (ii) the amount of interest accrued on the
Class M-4 Certificates at the Net Rate Cap for such Distribution
Date and (B) the Class M-4 Interest Carryover Amount
for all previous Distribution Dates
not previously paid pursuant to Section 4.04, together with
interest thereon at the Class M-4 Pass-Through Rate (without giving
effect to the Net Rate Cap).
Class M-4 Margin
: For the Accrual Period for any
Distribution Date on or prior to the Optional Termination Date,
0.700% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 1.050% per
annum.
Class M-4 Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
M-4 Margin and (ii) the Net Rate Cap for such Distribution Date
related to such Accrual Period.
Class M-5 Certificate
: Any Certificate designated as a
“Class M-5 Certificate” on the face thereof, in the
form of Exhibit A-8 hereto, representing the right to distributions
as set forth herein.
Class M-5 Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
M-5 Certificates.
Class M-5 Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class M-5 Pass-Through Rate on the Class M-5
Certificate Principal Balance immediately prior to such
Distribution Date.
Class M-5 Interest Carry Forward
Amount : For any
Distribution Date, the excess of (a) the Class M-5 Current Interest
with respect to prior Distribution Dates over (b) the amount
actually distributed to the Class M-5 Certificates with respect to
interest on such prior Distribution Dates.
Class M-5 Interest Carryover
Amount : For any
Distribution Date and the Class M-5 Certificates, the sum of (A)
the excess of (i) the amount of interest the Class M-5 Certificates
would otherwise have accrued for such Distribution Date had the
Class M-5 Pass-Through Rate thereon been calculated as the sum of
One-Month LIBOR and the applicable Class M-5 Margin for such
Distribution Date, over (ii) the amount of interest accrued on the
Class M-5 Certificates at the Net Rate Cap for such Distribution
Date and (B) the Class M-5 Interest Carryover Amount for all
previous Distribution Dates not previously paid pursuant to Section
4.04, together with interest thereon at the Class M-5 Pass-Through
Rate (without giving effect to the Net Rate Cap).
Class M-5 Margin
: For the Accrual Period for any
Distribution Date on or prior to the Optional Termination Date,
0.750% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 1.125% per
annum.
Class M-5 Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
M-5 Margin and (ii) the Net Rate Cap for such Distribution Date
related to such Accrual Period.
Class M-6 Certificate
: Any Certificate designated as a
“Class M-6 Certificate” on the face thereof, in the
form of Exhibit A-9 hereto, representing the right to distributions
as set forth herein.
Class M-6 Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
M-6 Certificates.
Class M-6 Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class M-6 Pass-Through Rate on the Class M-6
Certificate Principal Balance immediately prior to such
Distribution Date.
Class M-6 Interest Carry Forward
Amount : For any
Distribution Date, the excess of (a) the Class M-6 Current Interest
with respect to prior Distribution Dates over (b) the amount
actually distributed to the Class M-6 Certificates with respect to
interest on such prior Distribution Dates.
Class M-6 Interest Carryover
Amount : For any
Distribution Date and the Class M-6 Certificates, the sum of (A)
the excess of (i) the amount of interest the Class M-6 Certificates
would otherwise have accrued for such Distribution Date had the
Class M-6 Pass-Through Rate thereon been calculated as the sum of
One-Month LIBOR and the applicable Class M-6 Margin for such
Distribution Date, over (ii) the amount of interest accrued on the
Class M-6 Certificates at the Net Rate Cap for such Distribution
Date and (B) the Class M-6 Interest Carryover Amount for all
previous Distribution Dates not previously paid pursuant to Section
4.04, together with interest thereon at the Class M-6 Pass-Through
Rate (without giving effect to the Net Rate Cap).
Class M-6 Margin
: For the Accrual Period for any
Distribution Date on or prior to the Optional Termination Date,
0.800% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 1.200% per
annum.
Class M-6 Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
M-6 Margin and (ii) the Net Rate Cap for such Distribution Date
related to such Accrual Period.
Class M-7 Certificate
: Any Certificate designated as a
“Class M-7 Certificate” on the face thereof, in the
form of Exhibit A-10 hereto, representing the right to
distributions as set forth herein.
Class M-7 Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
M-7 Certificates.
Class M-7 Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class M-7 Pass-Through Rate on the Class M-7
Certificate Principal Balance immediately prior to such
Distribution Date.
Class M-7 Interest Carry Forward
Amount : For any
Distribution Date, the excess of (a) the Class M-7 Current Interest
with respect to prior Distribution Dates over (b) the amount
actually distributed to the Class M-7 Certificates with respect to
interest on such prior Distribution Dates.
Class M-7 Interest Carryover
Amount : For any
Distribution Date and the Class M-7 Certificates, the sum of (A)
the excess of (i) the amount of interest the Class M-7 Certificates
would otherwise have accrued for such Distribution Date had the
Class M-7 Pass-Through Rate
thereon been calculated as the sum
of One-Month LIBOR and the applicable Class M-7 Margin for such
Distribution Date, over (ii) the amount of interest accrued on the
Class M-7 Certificates at the Net Rate Cap for such Distribution
Date and (B) the Class M-7 Interest Carryover Amount for all
previous Distribution Dates not previously paid pursuant to Section
4.04, together with interest thereon at the Class M-7 Pass-Through
Rate (without giving effect to the Net Rate Cap).
Class M-7 Margin
: For the Accrual Period for any
Distribution Date on or prior to the Optional Termination Date,
1.600% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 2.400% per
annum.
Class M-7 Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
M-7 Margin and (ii) the Net Rate Cap for such Distribution Date
related to such Accrual Period.
Class P Certificate
: Any Certificate designated as a
“Class P Certificate” on the face thereof, in the form
of Exhibit C hereto, representing the right to distributions as set
forth herein.
Class P Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class P
Certificates.
Class P Distribution
Account : The separate
Eligible Account created and maintained by the Trustee pursuant to
Section 3.05 in the name of the Trustee for the benefit of the
Class P Certificateholders and designated “The Bank of New
York, in trust for registered holders of CWABS, Inc., Asset-Backed
Certificates, Series 2005-IM3”.
Class P Principal Distribution
Date : The first
Distribution Date that occurs after the end of the latest
Prepayment Charge Period for all Mortgage Loans that have a
Prepayment Charge Period.
Class R-I Interest
: The uncertificated Residual
Interest in REMIC I.
Class R-II Interest
: The uncertificated Residual
Interest in REMIC II.
Closing Date
: December 21, 2005.
Code : The Internal Revenue Code of 1986, including
any successor or amendatory provisions.
Compensating Interest
: With respect to any Distribution
Date, an amount equal to one-half of the Servicing Fee, to be
applied to the interest portion of any Prepayment Interest
Shortfall on the Mortgage Loans pursuant to Section 4.02
hereof.
Confirmation and
Agreement : The
Confirmation and Agreement dated November 22, 2005, reference
number 990027B1/990029B, evidencing the Corridor
Contract.
Corporate Trust Office
: The designated office of the
Trustee in the State of New York where at any particular time its
corporate trust business with respect to this Agreement shall be
administered, which office at the date of the execution of this
Agreement is located at 101
Barclay Street, New York, New York
10286 (Attention: Corporate Trust MBS Administration), telephone:
(212) 815-3236, facsimile: (212) 815-3986.
Corresponding
Certificate : With
respect to each REMIC I Regular Interest set forth below, the
Certificate set forth in the table below:
|
REMIC I Regular
Interest
|
REMIC II
Certificate
|
|
MT-A-1
|
Class A-1 Certificate
|
|
MT-A-2
|
Class A-2 Certificate
|
|
MT-A-3
|
Class A-3 Certificate
|
|
MT-A-3M
|
Class A-3M Certificate
|
|
MT-A-4
|
Class A-4 Certificate
|
|
MT-M-1
|
Class M-1 Certificate
|
|
MT-M-2
|
Class M-2 Certificate
|
|
MT-M-3
|
Class M-3 Certificate
|
|
MT-M-4
|
Class M-4 Certificate
|
|
MT-M-5
|
Class M-5 Certificate
|
|
MT-M-6
|
Class M-6 Certificate
|
|
MT-M-7
|
Class M-7 Certificate
|
|
MT-B
|
Class B Certificate
|
|
MT-ZZ
|
Class C Certificate
|
|
MT-P
|
Class P Certificate
|
|
MT-R
|
Class A-R Certificate
|
Corridor Contract Administration
Agreement: The Corridor
Contract Administration Agreement dated as December 21, 2005
between the Corridor Contract Administrator, the Trustee and
Countrywide, a form of which is attached hereto as Exhibit
T.
Corridor Contract
Administrator : The Bank
of New York, a New York banking corporation, and any successor
thereto.
Corridor Contract
: The transaction evidenced by the
Confirmation and Agreement for the benefit of the Class A
Certificateholders and Subordinate Certificateholders (as assigned
to the Corridor Contract Administrator pursuant to the Corridor
Contract Novation Agreement), a form of which is attached hereto as
Exhibit R.
Corridor Contract Termination
Date : The Distribution
Date in September 2008.
Corridor Contract
Counterparty : Barclays
Bank PLC, and any permitted successors and assigns pursuant to the
Corridor Contract.
Corridor Contract Novation
Agreement : The Novation
Agreement regarding the Corridor Contract, dated as of the Closing
Date among Countrywide, the Corridor Contract Administrator and the
Corridor Contract Counterparty, which is attached hereto as Exhibit
S.
Countrywide
: Countrywide Home Loans, Inc., a
New York corporation and its successors and assigns, in its
capacity as the seller of the Mortgage Loans to the
Depositor.
Cumulative Loss Trigger
Event : With respect to
any Distribution Date exists if the aggregate amount of Realized
Losses on the Mortgage Loans from (and including) the Cut-off Date
to (and including) the last day of the related Due Period (reduced
by the aggregate amount of any Subsequent Recoveries received
through the last day of that Due Period) a Cumulative Loss Trigger
Event exceeds the applicable percentage, for such Distribution
Date, of the Cut-off Date Principal Balance of the Mortgage Loans,
as set forth below:
|
Distribution Date
|
Percentage
|
|
January 2007 — December
2007
|
0.50% with respect to December 2007,
plus an additional 1/12th of 0.50% for each month thereafter until
December 2007
|
|
January 2008 — December
2008
|
1.00% with respect to December 2008,
plus an additional 1/12th of 0.75% for each month thereafter until
December 2008
|
|
January 2009 — December
2009
|
1.75% with respect to December 2009,
plus an additional 1/12 th of 0.25% for each month
thereafter until December 2009
|
|
January 2010 — December
2010
|
2.00% with respect to December 2010,
plus an additional 1/12 th of 0.50% for each month
thereafter until December 2010
|
|
January 2011 and
thereafter
|
2.50%
|
Current Interest
: With respect to (i) the Class A-1
Certificates, the Class A-1 Current Interest, (ii) the Class A-2
Certificates, the Class A-2 Current Interest, (iii) the Class A-3
Certificates, the Class A-3 Current Interest, (iv) the Class A-3M
Certificates, the Class A-3M Current Interest, (v) the Class A-4
Certificates, the Class A-4 Current Interest, (vi) the Class M-1
Certificates, the Class M-1 Current Interest, (vii) the Class M-2
Certificates, the Class M-2 Current Interest, (viii) the Class M-3
Certificates, the Class M-3 Current Interest, (ix) the Class M-4
Certificates, the Class M-4 Current Interest, (x) the Class M-5
Certificates, the Class M-5 Current Interest, (xi) the Class M-6
Certificates, the Class M-6 Current Interest, (xii) the Class M-7
Certificates, the Class M-7 Current Interest, (xiii) the Class B
Certificates, the Class B Current Interest and (xiv) the Class C
Certificates, the Class C Current Interest.
Cut-off Date
: In the case of any Mortgage Loan,
the later of (x) December 1, 2005 and (y) the date of origination
of such Mortgage Loan. When used with respect to any Mortgage Loans
“the Cut-off Date” shall mean the related Cut-off
Dates.
Cut-off Date Principal
Balance : As to any
Mortgage Loan, the unpaid principal balance thereof as of the close
of business on the Cut-off Date after application of all payments
of principal due on or prior to the Cut-off Date, whether or not
received, and all Principal Prepayments received on or prior to the
Cut-off Date, but without giving effect to any installments of
principal received in respect of Due Dates after the Cut-off
Date.
Debt Service Reduction
: With respect to any Mortgage Loan,
a reduction by a court of competent jurisdiction in a proceeding
under the Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan that became final and non-appealable, except such a
reduction resulting from a Deficient Valuation or any other
reduction that results in a permanent forgiveness of
principal.
Deficient Valuation
: With respect to any Mortgage Loan,
a valuation by a court of competent jurisdiction of the Mortgaged
Property in an amount less than the then outstanding indebtedness
under such Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that
results in a permanent forgiveness of principal, which valuation or
reduction results from an order of such court that is final and
non-appealable in a proceeding under the Bankruptcy
Code.
Definitive
Certificates : As defined
in Section 5.06.
Delay Delivery Mortgage
Loans : The Mortgage
Loans identified on the schedule of Mortgage Loans hereto set forth
on Exhibit F-2 hereof for which all or a portion of a related
Mortgage File is not delivered to the Trustee on or prior to the
Closing Date. The Depositor shall deliver (or cause delivery of)
the Mortgage Files to the Trustee: (A) with respect to at least 50%
of the Mortgage Loans, not later than the Closing Date, (B) with
respect to at least an additional 40% of the Mortgage Loans, not
later than 20 days after the Closing Date, and (C) with respect to
the remaining Mortgage Loans, not later than 30 days after the
Closing Date. To the extent that the Seller shall be in possession
of any Mortgage Files with respect to any Delay Delivery Mortgage
Loan, until delivery to of such Mortgage File to the Trustee as
provided in Section 2.01, the Seller shall hold such files as agent
and in trust for the Trustee.
Deleted Mortgage Loan
: A Mortgage Loan replaced or to be
replaced by a Replacement Mortgage Loan.
Delinquency Trigger
Event : With respect to
any Distribution Date on or after the Stepdown Date, a Delinquency
Trigger Event exists if the Rolling Delinquency Percentage equals
or exceeds the product of the applicable percentage listed below
for the most senior class of Offered Certificates, other than the
Class A-R Certificates, then outstanding and the Senior Enhancement
Percentage:
|
Class
|
Percentage
|
|
Class A
|
24.00%
|
|
Class M-1
|
36.50%
|
|
Class M-2
|
53.25%
|
|
Class M-3
|
62.00%
|
|
Class M-4
|
86.00%
|
|
Class M-5
|
120.25%
|
|
Class M-6
|
154.25%
|
|
Class M-7
|
261.75%
|
|
Class B
|
600.00%
|
Delinquent
: A Mortgage Loan is
“delinquent” if any payment due thereon is not made
pursuant to the terms of such Mortgage Loan by the close of
business on the day such payment is scheduled to be due. A Mortgage
Loan is “30 days delinquent” if such payment has not
been received by the close of business on the corresponding day of
the month immediately succeeding the month in which such payment
was due, or, if there is no such corresponding day (e.g., as when a
30-day month follows a 31-day month in which a payment was due on
the 31st day of such month), then on the last day of such
immediately succeeding month. Similarly for “60 days
delinquent,” “90 days delinquent” and so
on.
Denomination
: With respect to each Certificate,
the amount set forth on the face thereof as the “Initial
Certificate Balance of this Certificate” or, if not the
foregoing, the Percentage Interest appearing on the face
thereof.
Depositor : CWABS, Inc., a Delaware corporation, or its
successor in interest.
Depository
: The initial Depository shall be
The Depository Trust Company (“DTC”), the nominee of
which is Cede & Co., or any other organization registered as a
“clearing agency” pursuant to Section 17A of the
Securities Exchange Act of 1934, as amended. The Depository shall
initially be the registered holder of the Book-Entry Certificates.
The Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(a)(5) of the Uniform
Commercial Code of the State of New York.
Depository Agreement
: With respect to the Book-Entry
Certificates, the agreement among the Depositor, the Trustee and
the initial Depository, dated as of the Closing Date, substantially
in the form of Exhibit O.
Depository Participant
: A broker, dealer, bank or other
financial institution or other person for whom from time to time a
Depository effects book-entry transfers and pledges of securities
deposited with the Depository.
Determination Date
: With respect to any Distribution
Date, the 15th day of the month of such Distribution Date or, if
such 15th day is not a Business Day, the immediately preceding
Business Day.
Distribution Account
: The separate Eligible Account
created and maintained by the Trustee pursuant to Section 3.05 in
the name of the Trustee for the benefit of the Certificateholders
and designated “The Bank of New York, in trust for registered
holders of CWABS, Inc., Asset-Backed Certificates, Series
2005-IM3”. Funds in the Distribution Account
shall be held in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Distribution Account Deposit
Date : As to any
Distribution Date, 1:00 p.m. Pacific time on the Business Day
immediately preceding such Distribution Date.
Distribution Date
: The 25th day of each calendar
month after the initial issuance of the Certificates, or if such
25th day is not a Business Day, the next succeeding Business Day,
commencing in January 2006.
Due Date : With respect to any Mortgage Loan and Due
Period, the due date for scheduled payments of interest and/or
principal on that Mortgage Loan occurring in such Due Period as
provided in the related Mortgage Note.
Due Period
: With respect to any Distribution
Date, the period beginning on the second day of the calendar month
preceding the calendar month in which such Distribution Date occurs
and ending on the first day of the month in which such Distribution
Date occurs.
Eligible Account
: Any of (i) an account or accounts
maintained with a federal or state chartered depository institution
or trust company, the long-term unsecured debt obligations and
short-term unsecured debt obligations of which (or, in the case of
a depository institution or trust company that is the principal
subsidiary of a holding company, the debt obligations of such
holding company) are rated by each Rating Agency in one of its two
highest long-term and its highest short-term rating categories
respectively, at the time any amounts are held on deposit therein,
or (ii) an account or accounts in a depository institution or trust
company in which such accounts are insured by the FDIC (to the
limits established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured such that, as evidenced by an
Opinion of Counsel delivered to the Trustee and to each Rating
Agency, the Certificateholders have a claim with respect to the
funds in such account or a perfected first priority security
interest against any collateral (which shall be limited to
Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository
institution or trust company in which such account is maintained,
or (iii) a trust account or accounts maintained with the corporate
trust department of a federal or state chartered depository
institution or trust company having capital and surplus of not less
than $50,000,000, acting in its fiduciary capacity or (iv) any
other account acceptable to the Rating Agencies. Eligible Accounts
may bear interest, and may include, if otherwise qualified under
this definition, accounts maintained with the Trustee.
Eligible Repurchase
Month : As defined in
Section 3.12(c) hereof.
ERISA : The Employee Retirement Income Security Act of
1974, as amended.
ERISA-Restricted
Certificates : The Class
A-R, Class C and Class P Certificates.
Event of Default
: As defined in Section 7.01
hereof.
Excess Cashflow
: With respect to any Distribution
Date the sum of (i) the amount remaining after the distribution of
interest to Certificateholders for such Distribution
Date
pursuant to Section 4.04(a)(ii) and
(ii) the amount remaining after the distribution of principal to
Certificateholders for such Distribution Date pursuant to Section
4.04(d)(i)(B) or 4.04(d)(ii)(B).
Excess Proceeds
: With respect to any Liquidated
Loan, any Liquidation Proceeds and Subsequent Recoveries that are
in excess of the sum of (i) the unpaid principal balance of such
Liquidated Loan as of the date of such liquidation plus (ii)
interest at the Mortgage Rate from the Due Date as to which
interest was last paid or advanced to Certificateholders (and not
reimbursed to the Master Servicer) up to the Due Date in the month
in which such Liquidation Proceeds are required to be distributed
on the Stated Principal Balance of such Liquidated Loan outstanding
during each Due Period as to which such interest was not paid or
advanced.
Expense Fee Rate
: The sum of (i) the Servicing Fee
Rate, (ii) the Trustee Fee Rate and (iii) the Lender-Paid PMI Fee
Rate, if applicable.
Extra Principal Distribution
Amount : With respect to
any Distribution Date, the lesser of (1) the Overcollateralization
Deficiency Amount for such Distribution Date and (2) the Excess
Cashflow for such Distribution Date available for payment thereof
pursuant to Section 4.04(e)(i).
Fannie Mae
: The Federal National Mortgage
Association, a federally chartered and privately owned corporation
organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
FDIC : The Federal Deposit Insurance Corporation, or
any successor thereto.
FIRREA : The Financial Institutions Reform, Recovery,
and Enforcement Act of 1989.
Fitch Ratings
: Fitch, Inc. or any successor
thereto.
Freddie Mac
: The Federal Home Loan Mortgage
Corporation, a corporate instrumentality of the United States
created and existing under Title III of the Emergency Home Finance
Act of 1970, as amended, or any successor thereto.
Gross Margin
: The percentage set forth in the
related Mortgage Note for the Mortgage Loans to be added to the
Index for use in determining the Mortgage Rate on each Adjustment
Date, and which is set forth in the Mortgage Loan
Schedule.
Index : As to any Mortgage Loan on any Adjustment Date
related thereto, the index for the adjustment of the Mortgage Rate
set forth as such in the related Mortgage Note, such index in
general being the average of the London interbank offered rates for
six-month U.S. dollar deposits in the London market, as set forth
in The Wall Street Journal or some other source generally accepted
in the residential mortgage loan origination business and specified
in the related Mortgage Note, as most recently announced as of
either 45 days prior to, or the first business day of the month
immediately preceding the month of, such Adjustment Date or, if the
Index ceases to be published in the original source or becomes
unavailable for any reason, then the Index shall be a new index
selected by the Master Servicer, based on comparable
information.
Initial Adjustment
Date : As to any Mortgage
Loan, the first Adjustment Date following the origination of such
Mortgage Loan.
Initial Certificate Principal
Balance : With respect to
any Certificate the Certificate Principal Balance of such
Certificate or any predecessor Certificate on the Closing
Date.
Initial Mortgage Rate
: As to each Mortgage Loan, the
Mortgage Rate in effect prior to the Initial Adjustment
Date.
Insurance Proceeds
: Proceeds paid in respect of the
Mortgage Loans pursuant to any Insurance Policy or any other
insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, the
Master Servicer or the trustee under the deed of trust and are not
applied to the restoration of the related Mortgaged Property or
released to the Mortgagor in accordance with the procedures that
the Master Servicer would follow in servicing mortgage loans held
for its own account, in each case other than any amount included in
such Insurance Proceeds in respect of Insured Expenses and received
prior to such Mortgage Loan becoming a Liquidated Mortgage
Loan.
Insured Expenses
: Expenses covered by a Required
Insurance Policy or any other insurance policy with respect to the
Mortgage Loans.
Interest Carry Forward
Amount : With respect to
(i) the Class A-1 Certificates, the Class A-1 Interest Carry
Forward Amount, (ii) the Class A-2 Certificates, the Class A-2
Interest Carry Forward Amount (iii) the Class A-3 Certificates, the
Class A-3 Interest Carry Forward Amount, (iv) the Class A-3M
Certificates, the Class A-3M Interest Carry Forward Amount, (v) the
Class A-4 Certificates, the Class A-4 Interest Carry Forward
Amount, (vi) the Class M-1 Certificates, the Class M-1 Interest
Carry Forward Amount, (vii) the Class M-2 Certificates, the Class
M-2 Interest Carry Forward Amount, (viii) the Class M-3
Certificates, the Class M-3 Interest Carry Forward Amount, (ix) the
Class M-4 Certificates, the Class M-4 Interest Carry Forward
Amount, (x) the Class M-5 Certificates, the Class M-5 Interest
Carry Forward Amount, (xi) the Class M-6 Certificates, the Class
M-6 Interest Carry Forward Amount, (xii) the Class M-7
Certificates, the Class M-7 Interest Carry Forward Amount, and
(xiv) the Class B Certificates, the Class B Interest Carry Forward
Amount.
Interest Determination
Date : With respect to
the Certificates (other than the Class A-R, Class C and Class P
Certificates) for the first Accrual Period, January 25, 2006. With
respect to the Certificates (other than the Class A-R, Class C and
Class P Certificates) and any Accrual Period thereafter, the second
LIBOR Business Day preceding the commencement of such Accrual
Period.
Interest Funds
: On any Distribution Date, the
Interest Remittance Amount for such Distribution Date less the
Trustee Fee for such Distribution Date.
Interest Remittance
Amount : With respect to
the Mortgage Loans and any Master Servicer Advance Date, the sum,
without duplication, of (i) all scheduled interest collected during
the related Due Period with respect to the Mortgage Loans less the
related Servicing Fee and the Lender-Paid PMI Fee, if applicable,
for such Distribution Date, (ii) all interest on Principal
Prepayments received during the related Prepayment Period with
respect to such
Mortgage Loans, other than
Prepayment Interest Excess, (iii) all related Advances relating to
interest with respect to such Mortgage Loans, (iv) all related
Compensating Interest with respect to such Mortgage Loans, (v) all
Liquidation Proceeds with respect to such Mortgage Loans collected
during the related Due Period (to the extent such Liquidation
Proceeds relate to interest) and (vi) the related Seller Shortfall
Interest Requirement, less (y) all reimbursements to the Master
Servicer during the related Due Period for Advances of interest
previously made.
Latest Possible Maturity
Date : The 360
th Distribution Date.
Lender-Paid PMI Fee
: The fee paid in connection with
any lender-paid primary mortgage insurance policy paid to any
primary mortgage insurance provider for any Mortgage
Loan.
Lender-Paid PMI Fee
Rate : With respect to
each Mortgage Loan with any lender-paid primary mortgage insurance
policy, the annual rate at which the related Lender-Paid PMI Fee is
paid.
LIBOR Business Day
: Any day on which banks in the City
of London, England and New York are open and conducting
transactions in foreign currency and exchange.
Liquidated Loan
: With respect to any Distribution
Date, a defaulted Mortgage Loan that has been liquidated through
deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
or other realization as provided by applicable law governing the
real property subject to the related Mortgage and any security
agreements and as to which the Master Servicer has certified (in
accordance with Section 3.12) in the related Prepayment Period that
it has received all amounts it expects to receive in connection
with such liquidation.
Liquidation Proceeds
: Amounts, including Insurance
Proceeds, received in connection with the partial or complete
liquidation of Mortgage Loans, whether through trustee’s
sale, foreclosure sale or otherwise or amounts received in
connection with any condemnation or partial release of a Mortgaged
Property and any other proceeds received in connection with an REO
Property received in connection with or prior to such Mortgage Loan
becoming a Liquidated Mortgage Loan, less the sum of related Excess
Proceeds, unreimbursed Advances, Servicing Fees and Servicing
Advances.
Loan-to-Value Ratio
: The fraction, expressed as a
percentage, the numerator of which is the original principal
balance of the related Mortgage Loan and the denominator of which
is the Appraised Value of the related Mortgaged
Property.
Marker Rate
: With respect to the Class C
Certificates and any Distribution Date, a per annum rate equal to
two (2) multiplied by the weighted average of the Pass Through
Rates for each REMIC I Regular Interest (other than REMIC I Regular
Interest MT-AA, REMIC I Regular Interest MT-P and REMIC I Regular
Interest MT-R), with the rates on each such REMIC I Regular
Interest subject to a cap equal to the Pass Through Rate for the
Corresponding Class for such REMIC I Regular Interest, and the rate
on REMIC I Regular Interest LT-ZZ subject to a cap of zero for
purposes of this calculation; provided, however, for purposes of
this calculation each such rate shall be multiplied by a fraction,
the numerator of which is the actual number of days in the accrual
period and the denominator of which is 30.
Master Servicer
: Countrywide Home Loans Servicing
LP, a Texas limited partnership, and its successors and assigns, in
its capacity as master servicer hereunder.
Master Servicer Advance
Date : As to any
Distribution Date, the Business Day immediately preceding such
Distribution Date.
Maximum Mortgage Rate
: With respect to each Mortgage
Loan, the maximum rate of interest set forth as such in the related
Mortgage Note.
MERS : Mortgage Electronic Registration Systems,
Inc., a corporation organized and existing under the laws of the
State of Delaware, or any successor thereto.
MERS Mortgage Loan
: Any Mortgage Loan registered with
MERS on the MERS® System.
MERS® System
: The system of recording transfers
of mortgages electronically maintained by MERS.
MIN : The Mortgage Identification Number for any
MERS Mortgage Loan.
Minimum Mortgage Rate
: With respect to each Mortgage
Loan, the minimum rate of interest set forth as such in the related
Mortgage Note.
MOM Loan : Any Mortgage Loan, as to which MERS is acting
as mortgagee, solely as nominee for the originator of such Mortgage
Loan and its successors and assigns.
Monthly Statement
: The statement delivered to the
Certificateholders pursuant to Section 4.05.
Moody’s
: Moody’s Investors Service,
Inc., and its successors.
Mortgage : The mortgage, deed of trust or other
instrument creating a first lien on or first priority ownership
interest in an estate in fee simple in real property securing a
Mortgage Note.
Mortgage File
: The mortgage documents listed in
Section 2.01 hereof pertaining to a particular Mortgage Loan and
any additional documents delivered to the Trustee to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Loan
: The Mortgage Loans transferred and
assigned to the Trustee pursuant to the provisions hereof as from
time to time are held as a part of the Trust Fund (including any
REO Property), the mortgage loans so held being identified in the
Mortgage Loan Schedule, notwithstanding foreclosure or other
acquisition of title of the related Mortgaged Property. Any
Mortgage Loan subject to repurchase by the Seller or Master
Servicer as provided in this Agreement, shall continue to be a
Mortgage Loan hereunder until the Purchase Price with respect
thereto has been paid to the Trust Fund.
Mortgage Loan Schedule
: The list of Mortgage Loans (as
from time to time amended by the Master Servicer to reflect the
deletion of Deleted Mortgage Loans and the addition of Replacement
Mortgage Loans pursuant to the provisions of this Agreement)
transferred to the
Trustee as part of the Trust Fund
and from time to time subject to this Agreement, attached hereto as
Exhibit F-1, setting forth the following information with respect
to each Mortgage Loan:
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(i)
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the loan number;
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(ii)
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[reserved];
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(iii)
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the Appraised Value;
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(iv)
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the Initial Mortgage
Rate;
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(v)
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the maturity date;
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(vi)
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the original principal
balance;
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(vii)
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the Cut-off Date Principal
Balance;
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(viii)
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the first payment date of the
Mortgage Loan;
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(ix)
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the Scheduled Payment in effect as
of the Cut-off Date;
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(x)
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the Loan-to-Value Ratio at
origination;
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(xi) a
code indicating whether the residential dwelling at the time of
origination was represented to be owner-occupied;
(xii) a
code indicating whether the residential dwelling is either (a) a
detached single family dwelling (b) a condominium unit or (c) a two
to four unit residential property;
(xiii) a code
indicating whether the Mortgage Loan is a first or second lien
Mortgage Loan;
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(xiv)
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the type and term of any Prepayment
Charge;
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(xv)
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the frequency of each Adjustment
Date;
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(xvi)
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the next Adjustment Date;
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(xvii)
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the Maximum Mortgage
Rate;
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(xviii)
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the Minimum Mortgage
Rate;
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(xix)
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the Mortgage Rate as of the Cut-off
Date;
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(xx)
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the related Periodic Rate
Cap;
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(xxi)
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the Gross Margin; and
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(xxii)
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the purpose of the Mortgage
Loan.
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Mortgage Note
: The original executed note or
other evidence of indebtedness evidencing the indebtedness of a
Mortgagor under a Mortgage Loan.
Mortgage Pool
: The aggregate of the Mortgage
Loans identified in the Mortgage Loan Schedule.
Mortgage Rate
: The annual rate of interest borne
by a Mortgage Note from time to time.
Mortgaged Property
: The underlying property securing a
Mortgage Loan.
Mortgagor : The obligors on a Mortgage Note.
Net Corridor Contract
Payment : For any
Distribution Date, (a) with respect to any payment received by the
Corridor Contract Administrator from the Corridor Contract
Counterparty in respect of the Corridor Contract for such
Distribution Date (other than any payment in respect of an early
termination of the Corridor Contract), an amount equal to the
product of (i) the excess, if any, of (x) One-Month LIBOR (as
determined pursuant to the Corridor Contract) over (y) the related
Strike Rate (as defined in the Corridor Contract), (ii) the lesser
of (x) the related Notional Balance (as defined in the Corridor
Contract) for such Distribution Date and (y) the aggregate
Certificate Principal Balance of the Class A Certificates and
Subordinate Certificates immediately prior to such Distribution
Date and (iii) the Day Count Fraction (as defined in the Corridor
Contract), and (b) with respect to any payment received by the
Corridor Contract Administrator from the Corridor Contract
Counterparty in respect of an early termination of the Corridor
Contract received during the period from and including the
immediately preceding Distribution Date to and excluding the day
immediately preceding the current Distribution Date, an amount
equal to the product of (i) a fraction, the numerator of which is
equal to the lesser of (x) the related Notional Balance (as defined
in the Corridor Contract) for the first Distribution Date on or
after the early termination of the Corridor Contract and (y) the
aggregate Certificate Principal Balance of the Class A Certificates
and Subordinate Certificates immediately prior to the first
Distribution Date on or after the early termination of such
Corridor Contract, and the denominator of which is equal to the
related Notional Balance (as defined in the Corridor Contract) for
the first Distribution Date on or after the early termination of
the Corridor Contract and (ii) the amount of such payment received
in respect of such early termination. Notwithstanding the
foregoing, in the event that the Class A Certificates and
Subordinate Certificates are retired prior to the termination of
the Corridor Contract, the Net Corridor Contract Payment for any
Distribution Date following the Distribution Date on which such
Class A Certificates and Subordinate Certificates are retired shall
be $0.
Net Mortgage Rate
: As to each Mortgage Loan, and at
any time, the per annum rate equal to the Mortgage Rate less the
Servicing Fee Rate.
Net Rate Cap
: For any Distribution Date and any
Accrual Period with respect to the Offered Certificates, other than
the Class A-R Certificates, is equal to the Net WAC as of the first
day of the related Due Period, adjusted to an effective rate
reflecting the calculation of interest on the basis of the actual
number of days elapsed during the related interest Accrual Period
and a 360-day year. For federal income tax purposes, the equivalent
of the foregoing shall be expressed as the weighted average of the
REMIC I Pass-Through Rates on the REMIC I Regular Interests (other
than REMIC I Regular Interest MT-P and REMIC I Regular
Interest
MT-R), weighted on the basis of the
Uncertificated Principal Balance of each such REMIC I Regular
Interest.
Net Rate Carryover
: With respect to any Distribution
Date, an amount equal to the sum of (i) the Class A-1 Interest
Carryover Amount for such Distribution Date (if any), (ii) the
Class A-2 Interest Carryover Amount for such Distribution Date (if
any), (iii) the Class A-3 Interest Carryover Amount for such
Distribution Date (if any), (iv) the Class A-3M Interest Carryover
Amount for such Distribution Date (if any), (v) the Class A-4
Interest Carryover Amount for such Distribution Date (if any), the
Class A-4 Interest Carryover Amount for such Distribution Date (if
any), (vi) the Class M-1 Interest Carryover Amount for such
Distribution Date (if any), (vii) the Class M-2 Interest Carryover
Amount for such Distribution Date (if any), (viii) the Class M-3
Interest Carryover Amount for such Distribution Date (if any), (ix)
the Class M-4 Interest Carryover Amount for such Distribution Date
(if any), (x) the Class M-5 Interest Carryover Amount for such
Distribution Date (if any), (xi) the Class M-6 Interest Carryover
Amount for such Distribution Date (if any), (xii) the Class M-7
Interest Carryover Amount for such Distribution Date (if any), and
(xiii) the Class B Interest Carryover Amount for such Distribution
Date (if any); provided that when the term Net Rate Carryover is
used with respect to one Class of Certificates (other than the
Class A-R, Class C and Class P Certificates), it shall mean such
carryover amount listed in clauses (i), (ii), (iii) (iv), (v),
(vi), (vii), (viii), (ix), (x), (xi), (xii) and (xiii) as
applicable, with the same Class designation. The Class A-R, Class C
and Class P Certificates shall not accrue any Net Rate
Carryover.
Net WAC : The weighted average Adjusted Net Mortgage
Rate of the Mortgage Loans.
Non-Book-Entry
Certificate : Any
Certificate other than a Book-Entry Certificate.
Nonrecoverable Advance
: Any portion of an Advance
previously made or proposed to be made by the Master Servicer that,
in the good faith judgment of the Master Servicer, will not or, in
the case of a current delinquency, would not, be ultimately
recoverable by the Master Servicer from the related Mortgagor,
related Liquidation Proceeds or otherwise.
OC Floor : For any Distribution Date, 0.35% of the Stated
Principal Balance of the Mortgage Loans as of the Cut-off
Date.
Offered Certificates
: The Certificates other than the
Class P Certificates and Class C Certificates.
Officer’s
Certificate : A
certificate (i) in the case of the Depositor, signed by the
Chairman of the Board, the Vice Chairman of the Board, the
President, a Managing Director, a Vice President (however
denominated), an Assistant Vice President, the Treasurer, the
Secretary, or one of the Assistant Treasurers or Assistant
Secretaries of the Depositor, (ii) in the case of the Master
Servicer, (x) signed by the President, an Executive Vice President,
a Vice President, an Assistant Vice President, the Treasurer, or
one of the Assistant Treasurers or Assistant Secretaries or
Countrywide GP, Inc., its general partner, or (y) if provided for
in this Agreement, signed by a Servicing Officer, as the case may
be, and delivered to the Depositor and the Trustee, as the case may
be, as required by this Agreement.
One-Month LIBOR
: With respect to any Accrual Period
for the Certificates (other than the Class A-R, Class P and Class C
Certificates), the rate determined by the Trustee on the related
Interest Determination Date on the basis of the rate for U.S.
dollar deposits for one month that appears on Telerate Screen Page
3750 as of 11:00 a.m. (London time) on such Interest Determination
Date; provided that the parties hereto acknowledge that One-Month
LIBOR calculated for the first Accrual Period shall equal 4.100%
per annum. If such rate does not appear on such page (or such other
page as may replace that page on that service, or if such service
is no longer offered, such other service for displaying One-Month
LIBOR or comparable rates as may be reasonably selected by the
Trustee), One-Month LIBOR for the applicable Accrual Period will be
the Reference Bank Rate. If no such quotations can be obtained by
the Trustee and no Reference Bank Rate is available, One-Month
LIBOR will be One-Month LIBOR applicable to the preceding Accrual
Period for such Certificates.
Opinion of Counsel
: A written opinion of counsel, who
may be counsel for the Depositor or the Master Servicer, reasonably
acceptable to each addressee of such opinion; provided that with
respect to Section 6.04 or 10.01, or the interpretation or
application of the REMIC Provisions, such counsel must (i) in fact
be independent of the Depositor and the Master Servicer, (ii) not
have any direct financial interest in the Depositor or the Master
Servicer or in any affiliate of either, and (iii) not be connected
with the Depositor or the Master Servicer as an officer, employee,
promoter, underwriter, trustee, partner, director or person
performing similar functions.
Optional Termination
: The termination of the Trust Fund
provided hereunder pursuant to the liquidation of the Trust Fund by
the Trustee upon the surrender of the Class C Certificateholders of
their interests or the purchase of the Mortgage Loans by the Master
Servicer pursuant to the last sentence of Section 9.01
hereof.
Optional Termination
Date : Any Distribution
Date on which the aggregate Stated Principal Balance of the
Mortgage Loans and REO Properties in the Trust Fund is equal to or
less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.
Original Mortgage Loan
: The mortgage loan refinanced in
connection with the origination of a Refinancing Mortgage
Loan.
Original Value
: The value of the property
underlying a Mortgage Loan based, in the case of the purchase of
the underlying Mortgaged Property, on the lower of an appraisal
satisfactory to the Master Servicer or the sales price of such
property or, in the case of a refinancing, on an appraisal
satisfactory to the Master Servicer.
Originator
: Impac Funding
Corporation.
OTS : The Office of Thrift Supervision.
Outstanding
: With respect to the Certificates
as of any date of determination, all Certificates theretofore
executed and authenticated under this Agreement except:
(i) Certificates
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation; and
(ii) Certificates
in exchange for which or in lieu of which other Certificates have
been executed and delivered by the Trustee pursuant to this
Agreement.
Outstanding Mortgage
Loan : As of any
Distribution Date, a Mortgage Loan with a Stated Principal Balance
greater than zero that was not the subject of a Principal
Prepayment in full, and that did not become a Liquidated Loan,
prior to the end of the related Prepayment Period.
Overcollateralization Deficiency
Amount : With respect to
any Distribution Date, the amount, if any, by which the
Overcollateralization Target Amount exceeds the Overcollateralized
Amount for such Distribution Date (after giving effect to
distributions in respect of the Principal Remittance Amount for
such Distribution Date).
Overcollateralization Target
Amount : For any
Distribution Date, (a) prior to the Stepdown Date, 0.50% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date and (b) on and after the Stepdown Date, 1.00% of the
aggregate Stated Principal Balance of the Mortgage Loans for the
current Distribution Date, subject to a minimum amount equal to the
OC Floor; provided, however, that if on any Distribution Date, a
Trigger Event is in effect, the Overcollateralization Target Amount
will be the Overcollateralization Target Amount on the prior
Distribution Date.
Overcollateralized
Amount : For any
Distribution Date, the amount, if any, by which (x) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period exceeds (y) the aggregate Certificate
Principal Balance of the Senior Certificates and Subordinate
Certificates as of such Distribution Date (after giving effect to
distributions in respect of the Principal Remittance Amount to be
made on such Distribution Date).
Ownership Interest
: As to any Certificate, any
ownership interest in such Certificate including any interest in
such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or
beneficial.
Pass-Through Rate
: With respect to the Class A-1
Certificates, the Class A-1 Pass-Through Rate; with respect to the
Class A-2 Certificates, the Class A-2 Pass-Through Rate; with
respect to the Class A-3 Certificates, the Class A-3M Pass-Through
Rate; with respect to the Class A-4 Certificates, the Class A-4
Pass-Through Rate; with respect to the Class M-1 Certificates, the
Class M-1 Pass-Through Rate; with respect to the Class M-2
Certificates, the Class M-2 Pass-Through Rate; with respect to the
Class M-3 Certificates, the Class M-3 Pass-Through Rate; with
respect to the Class M-4 Certificates, the Class M-4 Pass-Through
Rate; with respect to the Class M-5 Certificates, the Class M-5
Pass-Through Rate; with respect to the Class M-6 Certificates, the
Class M-6 Pass-Through Rate; with respect to the Class M-7
Certificates, the Class M-7 Pass-Through Rate; with respect to the
Class B Certificates, the Class B Pass-Through Rate; and with
respect to the Class C Certificates, the Class C Pass-Through
Rate.
Percentage Interest
: With respect to any Certificate
(other than the Class P Certificates and Class C Certificates), a
fraction, expressed as a percentage, the numerator of which is
the
Certificate Principal Balance
represented by such Certificate and the denominator of which is the
aggregate Certificate Principal Balance of the related Class. With
respect to the Class C Certificates and Class P Certificates, the
portion of the Class evidenced thereby, expressed as a percentage,
as stated on the face of such Certificate.
Periodic Rate Cap
: As to substantially all Mortgage
Loans and the related Mortgage Notes, the provision therein that
limits permissible increases and decreases in the Mortgage Rate on
any Adjustment Date to not more than three percentage
points.
Permitted Investments
: At any time, any one or more of
the following obligations and securities:
(i) obligations
of the United States or any agency thereof, provided such
obligations are backed by the full faith and credit of the United
States;
(ii) general
obligations of or obligations guaranteed by any state of the United
States or the District of Columbia receiving the highest long-term
debt rating of each Rating Agency, or such lower rating as each
Rating Agency has confirmed in writing will not result in the
downgrading or withdrawal of the ratings then assigned to the
Certificates by such Rating Agency;
(iv) commercial
or finance company paper which is then receiving the highest
commercial or finance company paper rating of each Rating Agency,
or such lower rating as each Rating Agency has confirmed in writing
will not result in the downgrading or withdrawal of the ratings
then assigned to the Certificates by such Rating Agency;
(v) certificates
of deposit, demand or time deposits, or bankers’ acceptances
issued by any depository institution or trust company incorporated
under the laws of the United States or of any state thereof and
subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or long
term unsecured debt obligations of such depository institution or
trust company (or in the case of the principal depository
institution in a holding company system, the commercial paper or
long-term unsecured debt obligations of such holding company) are
then rated one of the two highest long-term and the highest
short-term ratings of each such Rating Agency for such securities,
or such lower ratings as each Rating Agency has confirmed in
writing will not result in the downgrading or withdrawal of the
rating then assigned to the Certificates by such Rating
Agency;
(vi) repurchase
obligations with respect to any security described in clauses (i)
and (ii) above, in either case entered into with a depository
institution or trust company (acting as principal) described in
clause (v) above;
(vii) securities
(other than stripped bonds, stripped coupons or instruments sold at
a purchase price in excess of 115% of the face amount thereof)
bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States or any state
thereof which, at the time of such investment, have one of the two
highest
long term ratings of each Rating
Agency (such rating shall be the highest commercial paper rating of
S&P for any such securities) or such lower rating as each
Rating Agency has confirmed in writing will not result in the
downgrading or withdrawal of the rating then assigned to the
Certificates by such Rating Agency;
(viii) interests
in any money market fund which at the date of acquisition of the
interests in such fund and throughout the time such interests are
held in such fund has the highest applicable long term rating by
each Rating Agency or such lower rating as each Rating Agency has
confirmed in writing will not result in the downgrading or
withdrawal of the ratings then assigned to the Certificates by such
Rating Agency;
(ix) short
term investment funds sponsored by any trust company or national
banking association incorporated under the laws of the United
States or any state thereof which on the date of acquisition has
been rated by each Rating Agency in their respective highest
applicable rating category or such lower rating as each Rating
Agency has confirmed in writing will not result in the downgrading
or withdrawal of the ratings then assigned to the Certificates by
such Rating Agency; and
(x) such
other relatively risk free investments having a specified stated
maturity and bearing interest or sold at a discount acceptable to
each Rating Agency as will not result in the downgrading or
withdrawal of the rating then assigned to the Certificates by any
Rating Agency, as evidenced by a signed writing delivered by each
Rating Agency;
(xi) provided,
that no such instrument shall be a Permitted Investment if such
instrument (i) evidences the right to receive interest only
payments with respect to the obligations underlying such
instrument, (ii) is purchased at a premium or (iii) is purchased at
a deep discount; provided further that no such instrument shall be
a Permitted Investment (A) if such instrument evidences principal
and interest payments derived from obligations underlying such
instrument and the interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the
yield to maturity at par of such underlying obligations, or (B) if
it may be redeemed at a price below the purchase price (the
foregoing clause (B) not to apply to investments in units of money
market funds pursuant to clause (vii) above); provided further that
no amount beneficially owned by any REMIC (including, without
limitation, any amounts collected by the Master Servicer but not
yet deposited in the Certificate Account) may be invested in
investments (other than money market funds) treated as equity
interests for Federal income tax purposes, unless the Master
Servicer shall receive an Opinion of Counsel, at the expense of
Master Servicer, to the effect that such investment will not
adversely affect the status of any such REMIC as a REMIC under the
Code or result in imposition of a tax on any such REMIC. Permitted
Investments that are subject to prepayment or call may not be
purchased at a price in excess of par.
Permitted Transferee
: Any person other than (i) the
United States, any State or political subdivision thereof, or any
agency or instrumentality of any of the foregoing, (ii) a foreign
government, International Organization or any agency or
instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in section
521 of
the Code) that is exempt from tax
imposed by Chapter 1 of the Code (including the tax imposed by
section 511 of the Code on unrelated business taxable income) on
any excess inclusions (as defined in section 860E(c)(1) of the
Code) with respect to any Class A-R Certificate, (iv) rural
electric and telephone cooperatives described in section
1381(a)(2)(C) of the Code, (v) an “electing large
partnership” as defined in Section 775 of the Code, (vi) a
Person that is not a citizen or resident of the United States, a
corporation, partnership, or other entity (treated as a corporation
or a partnership for federal income tax purposes) created or
organized in or under the laws of the United States, any state
thereof or the District of Columbia, or an estate whose income from
sources without the United States is includible in gross income for
United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is
able to exercise primary supervision over the administration of the
trust and one or more United States persons have authority to
control all substantial decisions of the trust or unless such
Person has furnished the transferor and the Trustee with a duly
completed Internal Revenue Service Form W-8ECI, and (vii) any other
Person so designated by the Trustee based upon an Opinion of
Counsel that the Transfer of an Ownership Interest in a Class A-R
Certificate to such Person may cause any REMIC to fail to qualify
as a REMIC at any time that any Certificates are Outstanding. The
terms “United States,” “State” and
“International Organization” shall have the meanings
set forth in section 7701 of the Code or successor provisions. A
corporation will not be treated as an instrumentality of the United
States or of any State or political subdivision thereof for these
purposes if all of its activities are subject to tax and, with the
exception of the Federal Home Loan Mortgage Corporation, a majority
of its board of directors is not selected by such government
unit.
Person : Any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization or government, or any
agency or political subdivision thereof.
Pool Stated Principal
Balance : As to any
Distribution Date, the aggregate of the Stated Principal Balances
of the Mortgage Loans which were Outstanding Mortgage Loans as of
the first day of the related Due Period (after giving effect to
Principal Prepayments in the Prepayment Period including during
such Due Period).
Prepayment Assumption
: The applicable rate of prepayment,
as described in the Prospectus Supplement relating to the Offered
Certificates.
Prepayment Charge
: As to a Mortgage Loan, any charge
paid by a Mortgagor in connection with certain partial prepayments
and all prepayments in full made within the related Prepayment
Charge Period, the Prepayment Charges with respect to each
applicable Mortgage Loan being identified in the Prepayment Charge
Schedule.
Prepayment Charge
Period : As to any
Mortgage Loan the period of time during which a Prepayment Charge
may be imposed.
Prepayment Charge
Schedule : As of any
date, the list of Prepayment Charges included in the Trust Fund on
that date, (including the prepayment charge summary attached
thereto). The Prepayment Charge Schedule shall contain the
following information with respect to each Prepayment
Charge:
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(i)
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the Mortgage Loan account
number;
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(ii)
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a code indicating the type of
Prepayment Charge;
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(iii)
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the state of origination in which
the related Mortgage Property is located;
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(iv) the
first date on which a Monthly Payment is or was due under the
related Mortgage Note;
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(v)
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the term of the Prepayment
Charge;
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(vi)
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the original principal amount of the
related Mortgage Loan; and
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(vii)
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the Cut-off Date Principal Balance
of the related Mortgage Loan.
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The Prepayment Charge Schedule shall
be amended from time to time by the Master Servicer in accordance
with this Agreement.
Prepayment Interest
Excess : With respect to
any Distribution Date, for each Mortgage Loan that was the subject
of a Principal Prepayment during the portion of the Prepayment
Period from the related Due Date to the end of such Prepayment
Period, any payment of interest received in connection therewith
(net of any applicable Servicing Fee) representing interest accrued
for any portion of such month of receipt.
Prepayment Interest
Shortfall : With respect
to any Distribution Date, for each Mortgage Loan that was the
subject of a partial Principal Prepayment, a Principal Prepayment
in full, or that became a Liquidated Loan during the portion of the
Prepayment Period from the beginning of such Prepayment Period to
the related Due Date in such Prepayment Period (in each case, other
than a Principal Prepayment in full resulting from the purchase of
a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04, 3.12 or 9.01
hereof), the amount, if any, by which (i) one month’s
interest at the applicable Net Mortgage Rate on the Stated
Principal Balance of such Mortgage Loan immediately prior to such
prepayment (or liquidation) or in the case of a partial Principal
Prepayment on the amount of such prepayment (or liquidation
proceeds) exceeds (ii) the amount of interest paid or collected in
connection with such Principal Prepayment or such liquidation
proceeds.
Prepayment Period
: As to any Distribution Date, the
period beginning with the opening of business on the sixteenth day
of the calendar month preceding the month in which such
Distribution Date occurs (or, with respect to the first
Distribution Date, the period beginning with the opening of
business on the day immediately following the Cut-off Date) and
ending on the close of business on the fifteenth day of the month
in which such Distribution Date occurs.
Prime Rate
: The prime commercial lending rate
of The Bank of New York, as publicly announced to be in effect from
time to time. The Prime Rate shall be adjusted automatically,
without notice, on the effective date of any change in such prime
commercial lending rate. The Prime Rate is not necessarily The Bank
of New York’s lowest rate of interest.
Principal Distribution
Amount : With respect to
any Distribution Date, the sum of (i) the Principal Remittance
Amount for such Distribution Date and (ii) the Extra Principal
Distribution Amount for such Distribution Date.
Principal Prepayment
: Any Mortgagor payment or other
recovery of (or proceeds with respect to) principal on a Mortgage
Loan (including loans purchased or repurchased under Sections 2.02,
2.03, 2.04, 3.12 and 9.01 hereof) that is received in advance of
its scheduled Due Date and is not accompanied by an amount as to
interest representing scheduled interest due on any date or dates
in any month or months subsequent to the month of prepayment.
Partial Principal Prepayments shall be applied by the Master
Servicer in accordance with the terms of the related Mortgage
Note.
Principal Remittance
Amount : As to any
Distribution Date, (a) the sum, without duplication, of: (i) the
scheduled principal collected with respect to the Mortgage Loans
during the related Due Period or advanced with respect to such
Distribution Date, (ii) Principal Prepayments collected in the
related Prepayment Period, (iii) the Stated Principal Balance of
each Mortgage Loan that was repurchased by the Seller, or purchased
by the Master Servicer, (iv) the amount, if any, by which the
aggregate unpaid principal balance of any Replacement Mortgage
Loans delivered by Countrywide, on behalf of itself and each other
Seller, in connection with a substitution of a Mortgage Loan is
less than the aggregate unpaid principal balance of any Deleted
Mortgage Loans and (v) all Liquidation Proceeds (to the extent such
Liquidation Proceeds related to principal) and Subsequent
Recoveries collected during the related Due Period less (b) all
Advances relating to principal and certain expenses reimbursed
during the related Due Period.
Private Certificates
: The Class C Certificates and Class
P Certificates.
Prospectus Supplement
: The Prospectus Supplement dated
December 19, 2005, relating to the public offering of the Offered
Certificates.
PUD : A Planned Unit Development.
Purchase Price
: With respect to any Mortgage Loan
(x) required to be (1) repurchased by the Seller or purchased by
the Master Servicer, as applicable, pursuant to Section 2.02, 2.03
or 3.12 hereof or (2) repurchased by the Depositor pursuant to
Section 2.04 hereof, or (y) that the Master Servicer has a right to
purchase pursuant to Section 3.12 hereof, an amount equal to the
sum of (i) 100% of the unpaid principal balance (or, if such
purchase or repurchase, as the case may be, is effected by the
Master Servicer, the Stated Principal Balance) of the Mortgage Loan
as of the date of such purchase, (ii) accrued interest thereon at
the applicable Mortgage Rate (or, if such purchase or repurchase,
as the case may be, is effected by the Master Servicer, at the Net
Mortgage Rate) from (a) the date through which interest was last
paid by the Mortgagor (or, if such purchase or repurchase, as the
case may be, is effected by the Master Servicer, the date through
which interest was last advanced and not reimbursed by the Master
Servicer) to (b) the Due Date in the month in which the Purchase
Price is to be distributed to Certificateholders, and (iii) any
costs, expenses and damages incurred by the Trust Fund resulting
from any violation of any predatory or abusive lending law in
connection with such Mortgage Loan.
Rating Agency
: Each of S&P and Moody’s.
If any such organization or its successor is no longer in
existence, “Rating Agency” shall be a nationally
recognized statistical rating organization, or other comparable
Person, designated by the Depositor, notice of which designation
shall be given to the Trustee. References herein to a given rating
category of a Rating Agency shall mean such rating category without
giving effect to any modifiers.
Realized Loss
: With respect to each Liquidated
Loan, an amount (not less than zero or more than the Stated
Principal Balance of the Mortgage Loan) as of the date of such
liquidation, equal to (i) the Stated Principal Balance of such
Liquidated Loan as of the date of such liquidation, minus (ii) the
Liquidation Proceeds, if any, received in connection with such
liquidation during the month in which such liquidation occurs, to
the extent applied as recoveries of principal of the Liquidated
Loan. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, (i) if the value of the related
Mortgaged Property was reduced below the principal balance of the
related Mortgage Note, the amount by which the value of the
Mortgaged Property was reduced below the principal balance of the
related Mortgage Note, and (ii) if the principal amount due under
the related Mortgage Note has been reduced, the difference between
the principal balance of the Mortgage Loan outstanding immediately
prior to such Deficient Valuation and the principal balance of the
Mortgage Loan as reduced by the Deficient Valuation plus any
reduction in the interest component of the Scheduled Payments. With
respect to each Mortgage Loan that has become the subject of a Debt
Service Reduction and any Distribution Date, the amount, if any, by
which the related Scheduled Payment was reduced. The amount of a
Realized Loss on a Liquidated Loan will be reduced by the amount of
Subsequent Recoveries received with respect to such Liquidated
Loan.
Record Date
: With respect to any Distribution
Date and the Certificates, other than the Class A-R, Class C and
Class P Certificates, the Business Day immediately preceding such
Distribution Date, or if such Certificates are no longer Book-Entry
Certificates, the last Business Day of the month preceding the
month of such Distribution Date. With respect to the Class A-R,
Class C and Class P Certificates, the last Business Day of the
month preceding the month of such Distribution Date.
Reference Bank Rate
: With respect to any Accrual Period
for the Senior Certificates and Subordinate Certificates (other
than the Class A-R, Class P and Class C Certificates), the
arithmetic mean (rounded upwards, if necessary, to the nearest
whole multiple of 0.03125%) of the offered rates for United States
dollar deposits for one month that are quoted by the Reference
Banks as of 11:00 a.m., New York City time, on the related Interest
Determination Date to prime banks in the London interbank market
for a period of one month in amounts approximately equal to the
aggregate Certificate Principal Balance of the Senior Certificates
and Subordinate Certificates on such Interest Determination Date,
provided that at least two such Reference Banks provide such rate.
If fewer than two offered rates appear, the Reference Bank Rate
will be the arithmetic mean (rounded upwards, if necessary, to the
nearest whole multiple of 0.03125%) of the rates quoted by one or
more major banks in New York City, selected by the Trustee, as of
11:00 a.m., New York City time, on such date for loans in U.S.
dollars to leading European banks for a period of one month in
amounts approximately equal to the aggregate Certificate Principal
Balance of the Senior Certificates and Subordinate Certificates on
such Interest Determination Date.
Reference Banks
: Barclays Bank PLC, Deutsche Bank
and NatWest, N.A., provided that if any of the foregoing banks are
not suitable to serve as a Reference Bank, then any leading banks
selected by the Trustee which are engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i)
with an established place of business in London, England, (ii) not
controlling, under the control of or under common control with the
Depositor or any affiliate thereof and (iii) which have been
designated as such by the Trustee.
Refinancing Mortgage
Loan : Any Mortgage Loan
originated in connection with the refinancing of an existing
mortgage loan.
Regular Certificate
: Any Certificate other than a Class
A-R Certificate.
Relief Act
: The Servicemembers Civil Relief
Act and similar state laws.
REMIC : A “real estate mortgage investment
conduit” within the meaning of Section 860D of the
Code.
REMIC I : The segregated pool of assets subject hereto,
constituting a portion of the primary trust created hereby and to
be administered hereunder, with respect to which a separate REMIC
election is to be made, consisting of: (i) the Mortgage Loans and
the related Mortgage Files; (ii) all payments on and collections in
respect of the Mortgage Loans due after the Cut-off Date (other
than Monthly Payments due in January 2006 and reflected in the
Cut-off Date Principal Balance) as shall be on deposit in the
Certificate Account and identified as belonging to the Trust Fund;
(iii) property which secured a Mortgage Loan and which has been
acquired for the benefit of the Certificateholders by foreclosure
or deed in lieu of foreclosure; (iv) Required Insurance Policies
pertaining to the Mortgage Loans, if any; and (v) all proceeds of
clauses (i) through (iv) above. The Corridor Contract and Carryover
Reserve Fund will not be assets of REMIC I.
REMIC I Interest Loss Allocation
Amount : With respect to
any Distribution Date, an amount equal to (a) the product of (i)
the aggregate Uncertificated Principal Balance of the REMIC I
Regular Interests then outstanding and (ii) the Uncertificated
Pass-Through Rate for REMIC I Regular Interest MT-AA minus the
Marker Rate, divided by (b) 12.
REMIC I Overcollateralized
Amount : With respect to
any date of determination, (i) 1.00% of the aggregate
Uncertificated Principal Balances of the REMIC I Regular Interests
(other than REMIC I Regular Interest MT-P and REMIC I Regular
Interest MT-R) minus (ii) the Uncertificated Principal Balances of
REMIC I Regular Interest MT-A-1, REMIC I Regular Interest MT-A-2,
REMIC I Regular Interest MT-A-3, REMIC I Regular Interest MT-A-3M,
REMIC I Regular Interest MT-A-4, REMIC I Regular Interest MT-M-1,
REMIC I Regular Interest MT-M-2, REMIC I Regular Interest MT-M-3,
REMIC I Regular Interest MT-M-4, REMIC I Regular Interest MT-M-5,
REMIC I Regular Interest MT-M-6, REMIC I Regular Interest MT-M-7,
and REMIC I Regular Interest MT-B, in each case as of such date of
determination.
REMIC I Overcollateralization
Target Amount : 1.00% of
the Overcollateralization Target Amount.
REMIC I Principal Loss Allocation
Amount : With respect to
any Distribution Date, an amount equal to the product of (i) the
aggregate Stated Principal Balance of the Mortgage Loans then
outstanding and (ii) 1 minus a fraction, the numerator of which is
two times the sum of the Uncertificated Principal Balances of REMIC
I Regular Interest MT-A-1, REMIC I Regular Interest MT-A-2, REMIC I
Regular Interest MT-A-3, REMIC I Regular Interest MT-A-3M, REMIC I
Regular Interest MT-A-4, REMIC I Regular Interest MT-M-1, REMIC I
Regular Interest MT-M-2, REMIC I Regular Interest MT-M-3, REMIC I
Regular Interest MT-M-4, REMIC I Regular Interest MT-M-5, REMIC I
Regular Interest MT-M-6, REMIC I Regular Interest MT-M-7, and REMIC
I Regular Interest MT-B and the denominator of which is the sum of
the Uncertificated Principal Balances of REMIC I Regular Interest
REMIC I Regular Interest MT-A-1, REMIC I Regular Interest MT-A-2,
REMIC I Regular Interest MT-A-3, REMIC I Regular Interest MT-A-4,
REMIC I Regular Interest MT-M-1, REMIC I Regular Interest MT-M-2,
REMIC I Regular Interest MT-M-3, REMIC I Regular Interest MT-M-4,
REMIC I Regular Interest MT-M-5, REMIC I Regular Interest MT-M-6,
REMIC I Regular Interest MT-M-7, REMIC II Regular Interest MT-B and
REMIC I Regular Interest MT-ZZ.
REMIC I Regular
Interests : REMIC I
Regular Interest MT-AA, REMIC I Regular Interest MT-A-1, REMIC I
Regular Interest MT-A-2, REMIC I Regular Interest MT-A-3, REMIC I
Regular Interest MT-A-3M, REMIC I Regular Interest MT-A-4, REMIC I
Regular Interest MT-M-1, REMIC I Regular Interest MT-M-2, REMIC I
Regular Interest MT-M-3, REMIC I Regular Interest MT-M-4, REMIC I
Regular Interest MT-M-5, REMIC I Regular Interest MT-M-6, REMIC I
Regular Interest MT-M-7, REMIC I Regular Interest MT-B, REMIC I
Regular Interest MT-P, REMIC I Regular Interest MT-R and REMIC I
Regular Interest MT-ZZ.
REMIC I Regular Interest
MT-AA : A regular
interest in REMIC I that is held as an asset of REMIC II, that has
an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are described herein.
REMIC I Regular Interest
MT-A-1 : A regular
interest in REMIC I that is held as an asset of REMIC II, that has
an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are described herein.
REMIC I Regular Interest
MT-A-2 : A regular
interest in REMIC I that is held as an asset of REMIC II, that has
an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are described herein.
REMIC I Regular Interest
MT-A-3 : A regular
interest in REMIC I that is held as an asset of REMIC II, that has
an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are described herein.
REMIC I Regular Interest
MT-A-3M : A regular
interest in REMIC I that is held as an asset of REMIC II, that has
an initial principal balance equal to the related
Uncertificated
Principal Balance, that bears
interest at the related Uncertificated REMIC I Pass-Through Rate,
and that has such other terms as are described herein.
REMIC I Regular Interest
MT-A-4 : A regular
interest in REMIC I that is held as an asset of REMIC II, that has
an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are described herein.
REMIC I Regular Interest
MT-M-1 : A regular
interest in REMIC I that is held as an asset of REMIC II, that has
an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are described herein.
REMIC I Regular Interest
MT-M-2 : A regular
interest in REMIC I that is held as an asset of REMIC II, that has
an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are described herein.
REMIC I Regular Interest
MT-M-3 : A regular
interest in REMIC I that is held as an asset of REMIC II, that has
an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are described herein.
REMIC I Regular Interest
MT-M-4 : A regular
interest in REMIC I that is held as an asset of REMIC II, that has
an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are described herein.
REMIC I Regular Interest
MT-M-5 : A regular
interest in REMIC I that is held as an asset of REMIC II, that has
an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are described herein.
REMIC I Regular Interest
MT-M-6 : A regular
interest in REMIC I that is held as an asset of REMIC II, that has
an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are described herein.
REMIC I Regular Interest
MT-M-7 : A regular
interest in REMIC I that is held as an asset of REMIC II, that has
an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are described herein.
REMIC I Regular Interest
MT-B : A regular interest
in REMIC I that is held as an asset of REMIC II, that has an
initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are described herein.
REMIC I Regular Interest
MT-ZZ : A regular
interest in REMIC I that is held as an asset of REMIC II, that has
an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are described herein.
REMIC I Regular Interest
MT-P : A regular interest
in REMIC I that is held as an asset of REMIC II, that has an
initial principal balance equal to the related Uncertificated
Principal Balance, and that has such other terms as are described
herein.
REMIC I Regular Interest
MT-R : A regular interest
in REMIC I that is held as an asset of REMIC II, that has an
initial principal balance equal to the related Uncertificated
Principal Balance, and that has such other terms as are described
herein.
REMIC I Regular Interest MT-ZZ
Maximum Interest Deferral Amount : With respect to any Distribution Date, the sum
of (a) the excess of (i) Uncertificated Accrued Interest calculated
with the Uncertificated Pass-Through Rate for REMIC I Regular
Interest MT-ZZ and an Uncertificated Principal Balance equal to the
excess of (x) the Uncertificated Principal Balance of REMIC I
Regular Interest LT-ZZ over (y) the REMIC I Overcollateralized
Amount, in each case for such Distribution Date, over (ii)
Uncertificated Accrued Interest on REMIC I Regular Interests
MT-A-1, MT-A-2, MT-A-3, MT-A-3M, MT-A-4, MT-M-1, MT-M-2, MT-M-3,
MT-M-4, MT-M-5, MT-M-6, MT-M-7, and LT-B, with the rate on each
such REMIC I Regular Interest subject to a cap equal to the
Pass-Through Rate on the Corresponding Certificate for the purpose
of this calculation.
REMIC II : The segregated pool of assets consisting of
all of the REMIC I Regular Interests conveyed in trust to the
Trustee, for the benefit of holders of the REMIC II Regular
Certificates and the Class R-II Interest, and all amounts deposited
therein, with respect to which a separate REMIC election is to be
made.
REMIC II Regular
Certificates : Any of the
Class A-1, Class A-2, Class A-3, Class A-3M, Class A-4, Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class B, Class C or Class P Certificates.
REMIC Provisions
: Provisions of the federal income
tax law relating to real estate mortgage investment conduits, which
appear at Sections 860A through 860G of Subchapter M of Chapter 1
of the Code, and related provisions, and temporary and final
regulations (or, to the extent not inconsistent with such temporary
or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing
may be in effect from time to time.
REO Property
: A Mortgaged Property acquired by
the Master Servicer through foreclosure or deed-in-lieu of
foreclosure in connection with a defaulted Mortgage
Loan.
Replacement Mortgage
Loan : A Mortgage Loan
substituted by the Seller for a Deleted Mortgage Loan, which must,
on the date of such substitution, as confirmed in a Request for
Release, substantially in the form of Exhibit N, (i) have a Stated
Principal Balance, after deduction of the principal portion of the
Scheduled Payment due in the month of substitution, not in excess
of, and not less than 90% of the Stated Principal Balance of the
Deleted Mortgage
Loan; (ii) (a) have a Maximum
Mortgage Rate no more than 1% per annum higher or lower than the
Maximum Mortgage Rate of the Deleted Mortgage Loan; (b) have a
Minimum Mortgage Rate no more than 1% per annum higher or lower
than the Minimum Mortgage Rate of the Deleted Mortgage Loan; (c)
have the same Index, Periodic Rate Cap and intervals between
Adjustment Dates as that of the Deleted Mortgage Loan and a Gross
Margin not more than 1% per annum higher or lower than that of the
Deleted Mortgage Loan; and (d) not permit conversion of the related
Mortgage Rate to a fixed Mortgage Rate; (iii) have the same or
higher credit quality characteristics than that of the Deleted
Mortgage Loan; (iv) at the time of transfer to the Trust Fund, be
accruing interest at a Mortgage Rate not more than 1% per annum
higher or lower than that of the Deleted Mortgage Loan; (v) have a
Loan-to-Value Ratio no higher than that of the Deleted Mortgage
Loan; (vi) have a remaining term to maturity no greater than (and
not more than one year less than) that of the Deleted Mortgage
Loan; (vii) not permit conversion of the Mortgage Rate from a fixed
rate to a variable rate or visa versa; (viii) provide for a
prepayment charge on terms substantially similar to those of the
prepayment charge, if any, of the Deleted Mortgage Loan; (ix) have
the same lien priority as the Deleted Mortgage Loan; (x) constitute
the same occupancy type as the Deleted Mortgage Loan; (xi)
[reserved], and (xii) comply with each representation and warranty
(other than a statistical representation or warranty) set forth in
Section 2.03 hereof.
Request for Release
: The Request for Release submitted
by the Master Servicer to the Trustee, substantially in the form of
Exhibits M and N, as appropriate.
Required Insurance
Policy : With respect to
any Mortgage Loan, any insurance policy that is required to be
maintained from time to time under this Agreement.
Responsible Officer
: When used with respect to the
Trustee, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, any Trust Officer or any other
officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also to
whom, with respect to a particular matter, such matter is referred
because of such officer’s knowledge of and familiarity with
the particular subject.
Rolling Delinquency
Percentage : With respect
to any Distribution Date on or after the Stepdown Date, the
average, over the past three months, of a fraction (expressed as a
percentage), (a) the numerator of which is the aggregate Stated
Principal Balances for such Distribution Date of all Mortgage Loans
60 or more days delinquent as of the last day of the preceding
month (including Mortgage Loans in bankruptcy, foreclosure and REO
Properties) and (b) the denominator of which is the aggregate
Stated Principal Balances of the Mortgage Loans for such
Distribution Date.
S&P : Standard & Poor’s, a division of The
McGraw-Hill Companies, Inc. or any successor thereto.
Scheduled Payment
: The scheduled monthly payment on a
Mortgage Loan due on any Due Date allocable to principal and/or
interest on such Mortgage Loan.
Securities Act
: The Securities Act of 1933, as
amended.
Seller : Countrywide Home Loans, Inc., a New York
corporation, and its successors and assigns, in its capacity as
seller of the Mortgage Loans to the Depositor.
Seller Shortfall Interest
Requirement : With
respect to the Distribution Date in January 2006 is the product of:
(1) the excess of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date, over the aggregate Stated
Principal Balance of all the Mortgage Loans as of the Cut-off Date
that have a scheduled payment of interest due in the related Due
Period, and (2) a fraction, the numerator of which is the weighted
average Net Mortgage Rate of the Mortgage Loans (weighted on the
basis of the Stated Principal Balances thereof as of the Cut-off
Date) and the denominator of which is 12.
Senior Certificates
: The Class A-1, Class A-2, Class
A-2M, Class A-3, Class A-4 and Class A-R Certificates.
Senior Enhancement
Percentage : With respect
to any Distribution Date on or after the Stepdown Date, the
fraction (expressed as a percentage) (1) the numerator of which is
the excess of (a) the aggregate Stated Principal Balance of the
Mortgage Loans for the preceding Distribution Date over (b) (i)
before the aggregate Certificate Principal Balance of the Class A
Certificates has been reduced to zero, the aggregate Certificate
Principal Balance of the Class A Certificates, or (ii) after the
Certificate Principal Balances of the Class A Certificates have
been reduced to zero, the Certificate Principal Balance of the most
senior Class of Certificates outstanding as of the preceding Master
Servicer Advance Date and (2) the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans for the
preceding Distribution Date.
Servicing Advances
: All customary, reasonable and
necessary “out of pocket” costs and expenses incurred
in the performance by the Master Servicer of its servicing
obligations hereunder, including, but not limited to, the cost of
(i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of any REO
Property and (iv) compliance with the obligations under Section
3.10.
Servicing Fee
: As to each Mortgage Loan and any
Distribution Date, an amount equal to one month’s interest at
the Servicing Fee Rate on the Stated Principal Balance of such
Mortgage Loan or, in the event of any payment of interest that
accompanies a Principal Prepayment in full made by the Mortgagor,
interest at the Servicing Fee Rate on the Stated Principal Balance
of such Mortgage Loan for the period covered by such payment of
interest.
Servicing Fee Rate
: With respect to each Mortgage
Loan, 0.375% per annum.
Servicing Officer
: Any officer of the Master Servicer
involved in, or responsible for, the administration and servicing
of the Mortgage Loans whose name and facsimile signature appear on
a list of servicing officers furnished to the Trustee by the Master
Servicer on the Closing Date pursuant to this Agreement, as such
list may from time to time be amended.
Stated Principal
Balance : With respect to
any Mortgage Loan or related REO Property (i) as of the Cut-off
Date, the unpaid principal balance of the Mortgage Loan as of such
date (before any adjustment to the amortization schedule for any
moratorium or similar waiver or
grace period), after giving effect
to any partial prepayments or Liquidation Proceeds received prior
to such date and to the payment of principal due on or prior to
such date and irrespective any delinquency in payment by the
related Mortgagor, and (ii) as of any other Distribution Date, the
Stated Principal Balance of the Mortgage Loan as of its Cut-off
Date, minus the sum of (a) the principal portion of the Scheduled
Payments (x) due with respect to such Mortgage Loan during each Due
Period ending prior to such Distribution Date and (y) that were
received by the Master Servicer as of the close of business on the
Determination Date related to such Distribution Date or with
respect to which Advances were made as of the Master Servicer
Advance Date related to such Distribution Date, (b) all Principal
Prepayments with respect to such Mortgage Loan received by the
Master Servicer during each Prepayment Period ending prior to such
Distribution Date and (c) all Liquidation Proceeds collected with
respect to such Mortgage Loan during each Due Period ending prior
to such Distribution Date, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.12
hereof. The Stated Principal Balance of any Mortgage Loan that
becomes a Liquidated Mortgage Loan will be zero on each date
following the Due Period in which such Mortgage Loan becomes a
Liquidated Mortgage Loan. References herein to the Stated Principal
Balance of the Mortgage Loans at any time shall mean the aggregate
Stated Principal Balance of all Mortgage Loans in the Trust Fund as
of such time.
Stepdown Date
: The earlier to occur of (1) the
Distribution Date on which the aggregate Certificate Principal
Balance of the Senior Certificates (prior to distributions on such
Distribution Date) is reduced to zero; and (2) the later to occur
of (a) the Distribution Date in January 2009 or (b) the first
Distribution Date on which the aggregate Certificate Principal
Balance of the Senior Certificates (after calculating anticipated
distributions on such Distribution Date) is less than or equal to
74.90% of the aggregate Stated Principal Balance of the Mortgage
Loans for such Distribution Date.
Stepdown Target Subordination
Percentage : For any
Class of Certificates the respective percentages indicated in the
following table:
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Stepdown Target
Subordination Percentage
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Class M-1
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16.50%
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Class M-2
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11.30%
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Class M-3
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9.70%
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Class M-4
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7.00%
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Class M-5
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5.00%
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Class M-6
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3.90%
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Class M-7
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2.30%
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Class M-B
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1.00%
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Subordinate
Certificates : The Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7 and Class B Certificates.
Subordinate Class Principal
Distribution Amount :
With respect to any Class of Subordinate Certificates and
Distribution Date will equal the excess of: (1) the sum of:
(a)the
aggregate Certificate Principal
Balance of the Senior Certificates (after taking into account
distribution of the Senior Principal Distribution Target Amount for
such Distribution Date), (b) the aggregate Certificate Principal
Balance of any Class(es) of Subordinate Certificates that are
senior to the subject class (in each case, after taking into
account distribution of the Subordinate Class Principal
Distribution Amount(s) for such senior class(es) of Certificates
for such Distribution Date), and (c) the Certificate Principal
Balance of the subject class of Subordinate Certificates
immediately prior to such Distribution Date over (2) the lesser of
(a) the product of (x) 100% minus the Stepdown Target Subordination
Percentage for the subject class of Certificates and (y) the
aggregate Stated Principal Balance of the Mortgage Loans in the
Mortgage Pool for such Distribution Date and (b) the aggregate
Stated Principal Balance of the Mortgage Loans in the Mortgage Pool
for such Distribution Date minus the OC Floor; provided, however,
that if such class of Subordinate Certificates is the only class of
Subordinate Certificates outstanding on such Distribution Date,
that class will be entitled to receive the entire remaining
Principal Distribution Amount until the Certificate Principal
Balance thereof is reduced to zero.
Subservicer
: As defined in Section
3.02(a).
Subservicing Agreement
: As defined in Section
3.02(a).
Subsequent Recoveries
: As to any Distribution Date, with
respect to a Liquidated Loan that resulted in a Realized Loss in a
prior calendar month, unexpected amounts received by the Master
Servicer (net of any related expenses permitted to be reimbursed
pursuant to Section 3.08 and 3.12 hereof) specifically related to
such Liquidated Loan after the classification of such Mortgage Loan
as a Liquidated Loan.
Substitution Adjustment
Amount : The meaning
ascribed to such term pursuant to Section 2.03(f).
Substitution Amount
: With respect to any Mortgage Loan
substituted pursuant to Section 2.03(f), the excess of (x) the
principal balance of the Mortgage Loan that is substituted for,
over (y) the principal balance of the related substitute Mortgage
Loan, each balance being determined as of the date of
substitution.
Tax Matters Person
: The person designated as
“tax matters person” in the manner provided under
Treasury regulation § 1.860F 4(d) and temporary Treasury
regulation § 301.6231(a)(7) 1T. Initially, this person shall
be the Trustee.
Tax Matters Person
Certificate : The Class
A-R Certificate with a Denomination of $0.05.
Transfer : Any direct or indirect transfer or sale of any
Ownership Interest in a Certificate.
Trigger Event
: With respect to any Distribution
Date on or after the Stepdown Date, either a Delinquency Trigger
Event or a Cumulative Loss Trigger Event with respect to that
Distribution Date.
Trust Fund
: The corpus of the trust created
hereunder consisting of (i) the Mortgage Loans and all interest and
principal received on or with respect thereto on and after the
Cut-off Date to the extent not applied in computing the Cut-off
Date Principal Balance thereof, exclusive of interest not required
to be deposited in the Certificate Account pursuant to Section
3.05(b)(ii); (ii) the Certificate Account, the Distribution
Account, the Carryover Reserve Fund and all amounts deposited
therein pursuant to the applicable provisions of this Agreement;
(iii) the rights to receive certain proceeds of the Corridor
Contract as provided in the Corridor Contract Administration
Agreement; (iv) property that secured a Mortgage Loan and has been
acquired by foreclosure, deed in lieu of foreclosure or otherwise;
(v) the mortgagee’s rights under any insurance policies with
respect to the Mortgage Loan; and (vi) all proceeds of the
conversion, voluntary or involuntary, of any of the foregoing into
cash or other liquid property.
Trustee : The Bank of New York, a New York banking
corporation, not in its individual capacity, but solely in its
capacity as trustee for the benefit of the Certificateholders under
this Agreement, and any successor thereto, and any corporation or
national banking association resulting from or surviving any
consolidation or merger to which it or its successors may be a
party and any successor trustee as may from time to time be serving
as successor trustee hereunder.
Trustee Advance Rate
: With respect to any Advance made
by the Trustee pursuant to Section 4.01(b), a per annum rate of
interest determined as of the date of such Advance equal to the
Prime Rate in effect on such date plus 5.00%.
Trustee Fee
: As to any Distribution Date, an
amount equal to one-twelfth of the Trustee Fee Rate multiplied by
the aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution Date.
Trustee Fee Rate
: With respect to each Mortgage
Loan, 0.009% per annum.
Uncertificated Accrued
Interest : With respect
to each Uncertificated REMIC Regular Interest on each Distribution
Date, an amount equal to one month’s interest at the related
Uncertificated REMIC I Pass-Through Rate or Uncertificated REMIC II
Pass-Through Rate, as applicable, on the Uncertificated Principal
Balance or Uncertificated Notional Amount, as applicable, of such
Uncertificated REMIC Regular Interest.
Uncertificated Principal
Balance : With respect to
each REMIC Regular Interest, the principal amount of such REMIC
Regular Interest outstanding as of any date of determination. As of
the Closing Date, the Uncertificated Principal Balance of each
REMIC regular Interest shall equal the amount set forth in the
Preliminary Statement hereto as its initial Uncertificated
Principal Balance. On each Distribution Date, the Uncertificated
Principal Balance of each REMIC Regular Interest shall be reduced
by all distributions of principal made on such REMIC Regular
Interest on such Distribution Date and, if and to the extent
necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses. The Uncertificated Principal
Balance of each REMIC Regular Interest shall never be less than
zero.
Uncertificated REMIC I
Pass-Through Rate : A per
annum rate equal to the average of the Net Mortgage Rates of the
Mortgage Loans as of the first day of the related Due
Period,
weighted on the basis of the Stated
Principal Balances as of the first day of the related Due
Period.
Uncertificated REMIC Regular
Interests : The REMIC I
Regular Interests and the REMIC II Regular Interests.
Underwriter
: Countrywide Securities
Corporation.
Underwriter’s
Exemption : Prohibited
Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as
amended (or any successor thereto), or any substantially similar
administrative exemption granted by the U.S. Department of
Labor.
Unpaid Realized Loss
Amount : For any Class of
Subordinated Certificates and the Class A Certificates, (x) the
portion of the aggregate Applied Realized Loss Amount previously
allocated to that Class remaining unpaid from prior Distribution
Dates minus (y) any increase in the Certificate Principal Balance
of that Class due to the allocation of Subsequent Recoveries to the
Certificate Principal Balance of that Class.
Voting Rights
: The portion of the voting rights
of all the Certificates that is allocated to any Certificates for
purposes of the voting provisions hereunder. Voting Rights
allocated to each Class of Certificates shall be allocated 97% to
the Certificates other than the Class A-R, Class C and Class P
Certificates (with the allocation among the Certificates to be in
proportion to the Certificate Principal Balance of each Class
relative to the Certificate Principal Balance of all other such
Classes), and 1% to each of the Class A-R, Class C and Class P
Certificates. Voting Rights will be allocated among the
Certificates of each such Class in accordance with their respective
Percentage Interests.
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Section 1.02
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Certain Interpretive
Provisions.
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All terms defined in this Agreement
shall have the defined meanings when used in any certificate,
agreement or other document delivered pursuant hereto unless
otherwise defined therein. For purposes of this Agreement and all
such certificates and other documents, unless the context otherwise
requires: (a) accounting terms not otherwise defined in this
Agreement, and accounting terms partly defined in this Agreement to
the extent not defined, shall have the respective meanings given to
them under generally accepted accounting principles; (b) the words
“hereof,” “herein” and
“hereunder” and words of similar import refer to this
Agreement (or the certificate, agreement or other document in which
they are used) as a whole and not to any particular provision of
this Agreement (or such certificate, agreement or document); (c)
references to any Section, Schedule or Exhibit are references to
Sections, Schedules and Exhibits in or to this Agreement, and
references to any paragraph, subsection, clause or other
subdivision within any Section or definition refer to such
paragraph, subsection, clause or other subdivision of such Section
or definition; (d) the term “including” means
“including without limitation” (e) references to any
law or regulation refer to that law or regulation as amended from
time to time and include any successor law or regulation; (f)
references to any agreement refer to that agreement as amended from
time to time; and (g) references to any Person include that
Person’s permitted successors and assigns.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND
WARRANTIES
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Section 2.01
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Conveyance of Mortgage
Loans.
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(a) The
Seller hereby sells, transfers, assigns, sets over and otherwise
conveys to the Depositor, without recourse, all the right, title
and interest of the Seller in and to the Mortgage Loans, including
all interest and principal received and receivable by the Seller on
or with respect to the Mortgage Loans after the Cut-off Date (to
the extent not applied in computing the Cut-off Date Principal
Balance thereof) or deposited into the Certificate Account by the
Seller as a Certificate Account Deposit as provided in this
Agreement, other than principal due on the Mortgage Loans on or
prior to the Cut-off Date and interest accruing prior to the
Cut-off Date. The Seller confirms that, concurrently with the
transfer and assignment, it has deposited into the Certificate
Account the Certificate Account Deposit.
Immediately upon the conveyance of
the Mortgage Loans referred to in the preceding paragraph, the
Depositor sells, transfers, assigns, sets over and otherwise
conveys to the Trustee for benefit of the Certificateholders,
without recourse, all right title and interest in the Mortgage
Loans.
The Seller further agrees to assign
all of its right, title and interest in and to the corridor
contract evidenced by the Confirmation And Agreement, and to cause
all of its obligations in respect of such transactions to be
assumed by the Corridor Contract Administrator on the terms and
conditions set forth in the Corridor Contract Novation
Agreement.
The Depositor, the Master Servicer
and the Trustee agree that it is not intended that any mortgage
loan be included in the Trust that is (i) a “High-Cost Home
Loan” as defined in the New Jersey Home Ownership Act
effective November 27, 2003, (ii) a “High-Cost Home
Loan” as defined in the New Mexico Home Loan Protection Act
effective January 1, 2004, (iii) a “High-Cost Home
Loan” as defined in the Indiana Home Loan Practices Act
effective January 1, 2005 or (iv) a “High-Cost Home
Loan” as defined in the Massachusetts Predatory Home Loan
Practices Act effective November 7, 2004.
(c) The
Seller has entered into this Agreement in consideration for the
purchase of the Mortgage Loans by the Depositor and has agreed to
take the actions specified herein. The Depositor, concurrently with
the execution and delivery of this Agreement, hereby sells,
transfers, assigns and otherwise conveys to the Trustee for the use
and benefit of the Certificateholders, without recourse, all right
title and interest in the portion of the Trust Fund not otherwise
conveyed to the Trustee pursuant to Sections 2.01(a) or
(b).
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(d)
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[reserved]
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(e)
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[reserved]
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(g) In
connection with the transfer and assignment of each Mortgage Loan,
the Depositor has delivered to, and deposited with, the Trustee
(or, in the case of the Delay Delivery Mortgage Loans, will deliver
to, and deposit with, the Trustee within the time periods specified
in the definition of Delay Delivery Mortgage Loans) (except as
provided in clause (vi) below) for the benefit of the
Certificateholders, the following documents or instruments with
respect to each such Mortgage Loan so assigned (with respect to
each Mortgage Loan, clause (i) through (vi) below, together, the
“Mortgage File” for each such Mortgage
Loan):
(i) the
original Mortgage Note endorsed by manual or facsimile signature in
blank in the following form: “Pay to the order of
_______________ without recourse”, with all intervening
endorsements that show a complete chain of endorsement from the
originator to the person endorsing the Mortgage Note, or, if the
original Mortgage Note has been lost or destroyed and not replaced,
an original lost note affidavit, stating that the original Mortgage
Note was lost or destroyed, together with a copy of the related
Mortgage Note;
(ii) in
the case of each Mortgage Loan that is not a MERS Mortgage Loan,
the original recorded Mortgage, and in the case of each MERS
Mortgage Loan, the original Mortgage, noting the presence of the
MIN of the Mortgage Loan and language indicating that the Mortgage
Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with
evidence of recording indicated thereon, or a copy of the Mortgage
certified by the public recording office in which such Mortgage has
been recorded;
(iii) in
the case of each Mortgage Loan that is not a MERS Mortgage Loan, a
duly executed assignment of the Mortgage to “Asset-Backed
Certificates, Series 2005-IM3, CWABS, Inc., by The Bank of New
York, a New York banking corporation, as trustee under the Pooling
and Servicing Agreement dated as of December 1, 2005, without
recourse” (each such assignment, when duly and validly
completed, to be in recordable form and sufficient to effect the
assignment of and transfer to the assignee thereof, under the
Mortgage to which such assignment relates);
(iv) the
original recorded assignment or assignments of the Mortgage
together with all interim recorded assignments of such Mortgage
(noting the presence of a MIN in the case of each MERS Mortgage
Loan);
(v) the
original or copies of each assumption, modification, written
assurance or substitution agreement, if any; and
(vi) the
original or duplicate original lender’s title policy or a
printout of the electronic equivalent and all riders thereto or, in
the event such original title policy has not been received from the
insurer, such original or duplicate original lender’s title
policy and all riders thereto shall be delivered within one year of
the Closing Date.
In addition, in connection with the
assignment of any MERS Mortgage Loan, the Seller agrees that it
will cause, at the Seller’s own expense, the MERS®
System to indicate (and provide evidence to the Trustee that it has
done so) that such Mortgage Loans have been
assigned by the Seller to the
Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of
Mortgage Loans which are repurchased in accordance with this
Agreement) in such computer files (a) the code “[IDENTIFY
TRUSTEE SPECIFIC CODE]” in the field “[IDENTIFY THE
FIELD NAME FOR TRUSTEE]” which identifies the Trustee and (b)
the code “[IDENTIFY SERIES SPECIFIC CODE NUMBER]” in
the field “Pool Field” which identifies the series of
the Certificates issued in connection with such Mortgage Loans. The
Seller further agrees that it will not, and will not permit the
Master Servicer to, and the Master Servicer agrees that it will
not, alter the codes referenced in this paragraph with respect to
any Mortgage Loan during the term of this Agreement unless and
until such Mortgage Loan is repurchased in accordance with the
terms of this Agreement.
In the event that in connection with
any Mortgage Loan that is not a MERS Mortgage Loan the Depositor
cannot deliver the original recorded Mortgage or all interim
recorded assignments of the Mortgage satisfying the requirements of
clause (ii), (iii) or (iv) concurrently with the execution and
delivery hereof, the Depositor shall deliver or cause to be
delivered to the Trustee a true copy of such Mortgage and of each
such undelivered interim assignment of the Mortgage each certified
by the Seller, the applicable title company, escrow agent or
attorney, or the originator of such Mortgage, as the case may be,
to be a true and complete copy of the original Mortgage or
assignment of Mortgage submitted for recording. For any such
Mortgage Loan that is not a MERS Mortgage Loan the Seller shall
promptly deliver or cause to be delivered to the Trustee such
original Mortgage and such assignment or assignments with evidence
of recording indicated thereon upon receipt thereof from the public
recording official, or a copy thereof, certified, if appropriate,
by the relevant recording office, but in no event shall any such
delivery be made later than 270 days following the Closing Date;
provided that in the event that by such date the Depositor is
unable to deliver or cause to be delivered each such Mortgage and
each interim assignment by reason of the fact that any such
documents have not been returned by the appropriate recording
office, or, in the case of each interim assignment, because the
related Mortgage has not been returned by the appropriate recording
office, the Depositor shall deliver or cause to be delivered such
documents to the Trustee as promptly as possible upon receipt
thereof. If the public recording office in which a Mortgage or
interim assignment thereof is recorded retains the original of such
Mortgage or assignment, a copy of the original Mortgage or
assignment so retained, with evidence of recording thereon,
certified to be true and complete by such recording office, shall
satisfy the Depositor’s obligations in Section 2.01. If any
document submitted for recording pursuant to this Agreement is (x)
lost prior to recording or rejected by the applicable recording
office, the Depositor shall immediately prepare or cause to be
prepared a substitute and submit it for recording, and shall
deliver copies and originals thereof in accordance with the
foregoing or (y) lost after recording, the Depositor shall deliver
to the Trustee a copy of such document certified by the applicable
public recording office to be a true and complete copy of the
original recorded document. The Depositor shall promptly forward or
cause to be forwarded to the Trustee (x) from time to time
additional original documents evidencing an assumption or
modification of a Mortgage Loan and (y) any other documents
required to be delivered by the Depositor or the Master Servicer to
the Trustee within the time periods specified in this Section
2.01.
With respect to each Mortgage Loan
other than a MERS Mortgage Loan as to which the related Mortgaged
Property and Mortgage File are located in (a) the State of
California or (b) any
other jurisdiction under the laws of
which the recordation of the assignment specified in clause (iii)
above is not necessary to protect the Trustee’s and the
Certificateholders’ interest in the related Mortgage Loan, as
evidenced by an Opinion of Counsel, delivered by the Depositor to
the Trustee and a copy to the Rating Agencies, in lieu of recording
the assignment specified in clause (iii) above, the Depositor may
deliver an unrecorded assignment in blank, in form otherwise
suitable for recording to the Trustee; provided that if the related
Mortgage has not been returned from the applicable public recording
office, such assignment, or any copy thereof, of the Mortgage may
exclude the information to be provided by the recording office. As
to any Mortgage Loan other than a MERS Mortgage Loan, the
procedures of the preceding sentence shall be applicable only so
long as the related Mortgage File is maintained in the possession
of the Trustee in the State or jurisdiction described in such
sentence. In the event that with respect to Mortgage Loans other
than MERS Mortgage Loans (i) the Seller, the Depositor or the
Master Servicer gives written notice to the Trustee that recording
is required to protect the right, title and interest of the Trustee
on behalf of the Certificateholders in and to any Mortgage Loan,
(ii) a court recharacterizes the sale of the Mortgage Loans as a
financing, or (iii) as a result of any change in or amendment to
the laws of the State or jurisdiction described in the first
sentence of this paragraph or any applicable political subdivision
thereof, or any change in official position regarding application
or interpretation of such laws, including a holding by a court of
competent jurisdiction, such recording is so required, the Trustee
shall complete the assignment in the manner specified in clause
(iii) of the second paragraph of this Section 2.01 and the
Depositor shall submit or cause to be submitted for recording as
specified above or, should the Depositor fail to perform such
obligations, the Trustee shall cause the Master Servicer, at the
Master Servicer’s expense, to cause each such previously
unrecorded assignment to be submitted for recording as specified
above. In the event a Mortgage File is released to the Master
Servicer as a result of the Master Servicer’s having
completed a Request for Release in the form of Exhibit M, the
Trustee shall complete the assignment of the related Mortgage in
the manner specified in clause (iii) of the second paragraph of
this Section 2.01.
So long as the Trustee maintains an
office in the State of California, the Trustee shall maintain
possession of and not remove or attempt to remove from the State of
California any of the Mortgage Files as to which the related
Mortgaged Property is located in such State. In the event that the
Seller fails to record an assignment of a Mortgage Loan as herein
provided within 90 days of notice of an event set forth in clause
(i), (ii) or (iii) of the above paragraph, the Master Servicer
shall prepare and, if required hereunder, file such assignments for
recordation in the appropriate real property or other records
office. The Seller hereby appoints the Master Servicer (and any
successor servicer hereunder) as its attorney-in-fact with full
power and authority acting in its stead for the purpose of such
preparation, execution and filing.
In the case of Mortgage Loans that
become the subject of a Principal Prepayment between the Closing
Date and the Cut-off Date, the Depositor shall deposit or cause to
be deposited in the Certificate Account the amount required to be
deposited therein with respect to such payment pursuant to Section
3.05 hereof.
Notwithstanding anything to the
contrary in this Agreement, within thirty days after the Closing
Date, the Seller shall either (i) deliver to the Trustee the
Mortgage File as required pursuant to this Section 2.01 for each
Delay Delivery Mortgage Loan or (ii) (A) repurchase the Delay
Delivery Mortgage Loan or (B) substitute the Delay Delivery
Mortgage Loan for a
Replacement Mortgage Loan, which
repurchase or substitution shall be accomplished in the manner and
subject to the conditions set forth in Section 2.03, provided that
if the Seller fails to deliver a Mortgage File for any Delay
Delivery Mortgage Loan within the period provided in the prior
sentence, the cure period provided for in Section 2.02 or in
Section 2.03 shall not apply to the initial delivery of the
Mortgage File for such Delay Delivery Mortgage Loan, but rather the
Seller shall have five (5) Business Days to cure such failure to
deliver; and provided further, that the Seller shall use its best
efforts to substitute rather than repurchase. The Seller shall
promptly provide each Rating Agency with written notice of any
cure, repurchase or substitution made pursuant to the proviso of
the preceding sentence. On or before the thirtieth (30th) day (or
if such thirtieth day is not a Business Day, the succeeding
Business Day) after the Closing Date (in the case of the Mortgage
Loans), the Trustee shall, in accordance with the provisions of
Section 2.02, send a Delay Delivery Certification substantially in
the form annexed hereto as Exhibit G-3 (with any applicable
exceptions noted thereon) for all Delay Delivery Mortgage Loan
delivered within thirty (30) days after such date. The Trustee will
promptly send a copy of such Delay Delivery Certification to each
Rating Agency.
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Section 2.02
|
Acceptance of the Mortgage
Loans.
|
(a) The
Trustee acknowledges receipt, subject to the limitations contained
in and any exceptions noted in the Initial Certification in the
form annexed hereto as Exhibit G-1 and in the list of exceptions
attached thereto, of the documents referred to in clauses (i) and
(iii) of Section 2.01(g) above with respect to the Mortgage Loans
and all other assets included in the Trust Fund and declares that
it holds and will hold such documents and the other documents
delivered to it constituting the Mortgage Files, and that it holds
or will hold such other assets included in the Trust Fund, in trust
for the exclusive use and benefit of all present and future
Certificateholders.
The Trustee agrees to execute and
deliver on the Closing Date to the Depositor, the Master Servicer
and the Seller an Initial Certification substantially in the form
annexed hereto as Exhibit G-1 to the effect that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or any Mortgage Loan specifically
identified in such certification as not covered by such
certification), the documents described in Section 2.01(g)(i) and,
in the case of each Mortgage Loan that is not a MERS Mortgage Loan,
the documents described in Section 2.01(g)(iii), with respect to
such Mortgage Loan are in the Trustee’s possession, and based
on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and relate
to such Mortgage Loan. The Trustee agrees to execute and deliver
within thirty (30) days after the Closing Date to the Depositor,
the Master Servicer and the Seller an Interim Certification
substantially in the form annexed hereto as Exhibit G-2 to the
effect that, as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or any Mortgage
Loan specifically identified in such certification as not covered
by such certification), all documents required to be delivered to
the Trustee pursuant to this Agreement with respect to such
Mortgage Loan are in its possession (except those described in
Section 2.01(g)(vi)) and based on its review and examination and
only as to the foregoing documents, (i) such documents appear
regular on their face and relate to such Mortgage Loan, and (ii)
the information set forth in items (i), (iv), (v), (vi), (viii),
(xi) and (xiv) of the definition of the “Mortgage Loan
Schedule” accurately reflects information set forth in the
Mortgage File. On or before the thirtieth (30th) day after the
Closing Date (or if such thirtieth
day is not a Business Day, the
succeeding Business Day), the Trustee shall deliver to the
Depositor, the Master Servicer and the Seller a Delay Delivery
Certification with respect to the Mortgage Loans substantially in
the form annexed hereto as Exhibit G-3, with any applicable
exceptions noted thereon. The Trustee shall be under no duty or
obligation to inspect, review or examine such documents,
instruments, certificates or other papers to determine that the
same are genuine, enforceable or appropriate for the represented
purpose or that they have actually been recorded in the real estate
records or that they are other than what they purport to be on
their face.
Not later than 180 days after the
Closing Date, the Trustee shall deliver to the Depositor, the
Master Servicer and the Seller (and to any Certificateholder that
so requests) a Final Certification with respect to the Mortgage
Loans substantially in the form annexed hereto as Exhibit H, with
any applicable exceptions noted thereon.
In connection with the
Trustee’s completion and delivery of such Final
Certification, the Trustee shall review each Mortgage File with
respect to the Mortgage Loans to determine that such Mortgage File
contains the documents listed in Section 2.01(g). If, in the course
of such review, the Trustee finds any document or documents
constituting a part of such Mortgage File that do not meet the
requirements of clauses (i)-(iv) and (vi) of Section 2.01(g), the
Trustee shall include such exceptions in such Final Certification
(and the Trustee shall state in such Final Certification whether
any Mortgage File does not then include the original or duplicate
original lender’s title policy or a printout of the
electronic equivalent and all riders thereto). If the public
recording office in which a Mortgage or assignment thereof is
recorded retains the original of such Mortgage or assignment, a
copy of the original Mortgage or assignment so retained, with
evidence of recording thereon, certified to be true and complete by
such recording office, shall be deemed to satisfy the requirements
of clause (ii), (iii) or (iv) of Section 2.01(g), as applicable.
The Seller shall promptly correct or cure such defect referred to
above within 90 days from the date it was so notified of such
defect and, if the Seller does not correct or cure such defect
within such period, the Seller shall either (A) if the time to cure
such defect expires prior to the end of the second anniversary of
the Closing Date, substitute for the related Mortgage Loan a
Replacement Mortgage Loan, which substitution shall be accomplished
in the manner and subject to the conditions set forth in Section
2.03, or (B) purchase such Mortgage Loan from the Trust Fund within
90 days from the date the Seller was notified of such defect in
writing at the Purchase Price of such Mortgage Loan; provided that
any such substitution pursuant to (A) above or repurchase pursuant
to (B) above shall not be effected prior to the delivery to the
Trustee of the Opinion of Counsel required by Section 2.05 hereof
and any substitution pursuant to (A) above shall not be effected
prior to the additional delivery to the Trustee of a Request for
Release substantially in the form of Exhibit N. No substitution
will be made in any calendar month after the Determination Date for
such month. The Purchase Price for any such Mortgage Loan shall be
deposited by the Seller in the Certificate Account and, upon
receipt of such deposit and certification with respect thereto in
the form of Exhibit N hereto, the Trustee shall release the related
Mortgage File to the Seller and shall execute and deliver at the
Seller’s request such instruments of transfer or assignment
as the Seller has prepared, in each case without recourse, as shall
be necessary to vest in the Seller, or a designee, the Trust
Fund’s interest in any Mortgage Loan released pursuant
hereto. If pursuant to the foregoing provisions the Seller
repurchases a Mortgage Loan that is a MERS Mortgage Loan, the
Master Servicer shall cause MERS to execute and deliver an
assignment of the Mortgage in recordable form to transfer the
Mortgage
from MERS to the Seller and shall
cause such Mortgage to be removed from registration on the
MERS® System in accordance with MERS’ rules and
regulations.
The Trustee shall retain possession
and custody of each Mortgage File in accordance with and subject to
the terms and conditions set forth herein. The Seller shall
promptly deliver to the Trustee, upon the execution or receipt
thereof, the originals of such other documents or instruments
constituting the Mortgage File that come into the possession of the
Seller from time to time.
It is understood and agreed that the
obligation of the Seller to substitute for or to purchase any
Mortgage Loan that does not meet the requirements of Section
2.02(a)(A) or (B) above shall constitute the sole remedy respecting
such defect available to the Trustee, the Depositor and any
Certificateholder against the Seller.
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Section 2.03
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Representations, Warranties and
Covenants of the Master Servicer and the Seller.
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(a) The
Master Servicer hereby represents and warrants to the Depositor,
the Seller and the Trustee as follows, as of the date hereof with
respect to the Mortgage Loans:
(i) The
Master Servicer is duly organized as a Texas limited partnership
and is validly existing and in good standing under the laws of the
State of Texas and is duly authorized and qualified to transact any
and all business contemplated by this Agreement to be conducted by
the Master Servicer in any state in which a Mortgaged Property is
located or is otherwise not required under applicable law to effect
such qualification and, in any event, is in compliance with the
doing business laws of any such state, to the extent necessary to
ensure its ability to enforce each Mortgage Loan, to service the
Mortgage Loans in accordance with the terms of this Agreement and
to perform any of its other obligations under this Agreement in
accordance with the terms hereof.
(ii) The
Master Servicer has the full partnership power and authority to
sell and service each Mortgage Loan, and to execute, deliver and
perform, and to enter into and consummate the transactions
contemplated by this Agreement and has duly authorized by all
necessary corporate action on the part of the Master Servicer the
execution, delivery and performance of this Agreement; and this
Agreement, assuming the due authorization, execution and delivery
hereof by the other parties hereto, constitutes a legal, valid and
binding obligation of the Master Servicer, enforceable against the
Master Servicer in accordance with its terms, except that (a) the
enforceability hereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to
creditors’ rights generally and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may
be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought.
(iii) The
execution and delivery of this Agreement by the Master Servicer,
the servicing of the Mortgage Loans by the Master Servicer under
this Agreement, the
consummation of any other of the
transactions contemplated by this Agreement, and the fulfillment of
or compliance with the terms hereof are in the ordinary course of
business of the Master Servicer and will not (A) result in a
material breach of any term or provision of the certificate of
limited partnership, partnership agreement or other organizational
document of the Master Servicer or (B) materially conflict with,
result in a material breach, violation or acceleration of, or
result in a material default under, the terms of any other material
agreement or instrument to which the Master Servicer is a party or
by which it may be bound, or (C) constitute a material violation of
any statute, order or regulation applicable to the Master Servicer
of any court, regulatory body, administrative agency or
governmental body having jurisdiction over the Master Servicer; and
the Master Servicer is not in breach or violation of any material
indenture or other material agreement or instrument, or in
violation of any statute, order or regulation of any court,
regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially
impair the Master Servicer’s ability to perform or meet any
of its obligations under this Agreement.
(iv) The
Master Servicer is an approved servicer of conventional mortgage
loans for Fannie Mae or Freddie Mac and is a mortgagee approved by
the Secretary of Housing and Urban Development pursuant to sections
203 and 211 of the National Housing Act.
(v) No
litigation is pending or, to the best of the Master
Servicer’s knowledge, threatened, against the Master Servicer
that would materially and adversely affect the execution, delivery
or enforceability of this Agreement or the ability of the Master
Servicer to service the Mortgage Loans or to perform any of its
other obligations under this Agreement in accordance with the terms
hereof.
(vi) No
consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery
and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the consummation of the
transactions contemplated hereby, or if any such consent, approval,
authorization or order is required, the Master Servicer has
obtained the same.
(vii) The
Master Servicer is a member of MERS in good standing, and will
comply in all material respects with the rules and procedures of
MERS in connection with the servicing of the Mortgage Loans for as
long as such Mortgage Loans are registered with MERS.
(b) The
Seller hereby represents and warrants to the Depositor, the Master
Servicer and the Trustee as follows, as of the Cut-off Date (unless
otherwise indicated or the context otherwise requires):
(i) The
Seller is duly organized as a New York corporation and is validly
existing and in good standing under the laws of the State of New
York and is duly authorized and qualified to transact any and all
business contemplated by this Agreement to be conducted by the
Seller in any state in which a Mortgaged Property is located or is
otherwise not required under applicable law to effect such
qualification and, in any event, is in compliance with the doing
business laws of any such state, to the extent necessary
to
ensure its ability to enforce each
Mortgage Loan, to sell the Mortgage Loans in accordance with the
terms of this Agreement and to perform any of its other obligations
under this Agreement in accordance with the terms
hereof.
(ii) The
Seller has the full corporate power and authority to sell each
Mortgage Loan, and to execute, deliver and perform, and to enter
into and consummate the transactions contemplated by this Agreement
and has duly authorized by all necessary corporate action on the
part of the Seller the execution, delivery and performance of this
Agreement; and this Agreement , assuming the due authorization,
execution and delivery hereof by the other parties hereto,
constitutes a legal, valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms, except
that (a) the enforceability hereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws
relating to creditors’ rights generally and (b) the remedy of
specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion
of the court before which any proceeding therefor may be
brought.
(iii) The
execution and delivery of this Agreement by the Seller, the sale of
the Mortgage Loans by the Seller under this Agreement, the
consummation of any other of the transactions contemplated by this
Agreement, and the fulfillment of or compliance with the terms
hereof and thereof are in the ordinary course of business of the
Seller and will not (A) result in a material breach of any term or
provision of the charter or by-laws of the Seller or (B) materially
conflict with, result in a material breach, violation or
acceleration of, or result in a material default under, the terms
of any other material agreement or instrument to which the Seller
is a party or by which it may be bound, or (C) constitute a
material violation of any statute, order or regulation applicable
to the Seller of any court, regulatory body, administrative agency
or governmental body having jurisdiction over the Seller; and the
Seller is not in breach or violation of any material indenture or
other material agreement or instrument, or in violation of any
statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over
it which breach or violation may materially impair the
Seller’s ability to perform or meet any of its obligations
under this Agreement.
(iv) The
Seller is an approved seller of conventional mortgage loans for
Fannie Mae or Freddie Mac and is a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to sections 203
and 211 of the National Housing Act.
(v) No
litigation is pending or, to the best of the Seller’s
knowledge, threatened, against the Seller that would materially and
adversely affect the execution, delivery or enforceability of this
Agreement or the ability of the Seller to sell the Mortgage Loans
or to perform any of its other obligations under this Agreement in
accordance with the terms hereof.
