CWABS ASSET-BACKED CERTIFICATES
TRUST 2005-BC4,
Issuer
CWABS,
INC.,
Depositor
COUNTRYWIDE HOME
LOANS, INC.,
Seller
PARK SIENNA
LLC,
Seller
COUNTRYWIDE HOME
LOANS SERVICING LP,
Master
Servicer
and
THE BANK OF NEW
YORK,
Trustee
POOLING AND
SERVICING AGREEMENT
Dated as of
September 1, 2005
ASSET-BACKED
CERTIFICATES, SERIES 2005-BC4
Table of Contents
ARTICLE I
DEFINITIONS
|
Section 1.01
|
Defined Terms.
|
|
Section 1.02
|
Certain Interpretative Provisions.
|
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS
AND WARRANTIES
|
Section 2.01
|
Conveyance of Mortgage Loans.
|
|
Section 2.02
|
Acceptance of the Mortgage Loans.
|
|
Section 2.03
|
Representations, Warranties and Covenants of the
Master Servicer and the Sellers
|
|
Section 2.04
|
Representations and Warranties of the
Depositor.
|
|
Section 2.05
|
Delivery of Opinion of Counsel in Connection
with Substitutions and Repurchases.
|
|
Section 2.06
|
Authentication and Delivery of
Certificates.
|
|
Section 2.07
|
Covenants of the Master Servicer.
|
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS
|
Section 3.01
|
Master Servicer to Service Mortgage
Loans.
|
|
Section 3.02
|
Subservicing; Enforcement of the Obligations of
Master Servicer.
|
|
Section 3.03
|
Rights of the Depositor, the Sellers and the
Trustee in Respect of the Master Servicer.
|
|
Section 3.04
|
Trustee to Act as Master Servicer.
|
|
Section 3.05
|
Collection of Mortgage Loan Payments;
Certificate Account; Distribution Account; Seller Shortfall
Interest Requirement.
|
|
Section 3.06
|
Collection of Taxes, Assessments and Similar
Items; Escrow Accounts.
|
|
Section 3.07
|
Access to Certain Documentation and Information
Regarding the Mortgage Loans.
|
|
Section 3.08
|
Permitted Withdrawals from the Certificate
Account, Distribution Account and the Carryover Reserve
Fund.
|
|
Section 3.09
|
[Reserved.]
|
|
Section 3.10
|
Maintenance of Hazard Insurance.
|
|
Section 3.11
|
Enforcement of Due-On-Sale Clauses; Assumption
Agreements.
|
|
Section 3.12
|
Realization Upon Defaulted Mortgage Loans;
Determination of Excess Proceeds and Realized Losses; Repurchase of
Certain Mortgage Loans.
|
|
Section 3.13
|
Trustee to Cooperate; Release of Mortgage
Files.
|
|
Section 3.14
|
Documents, Records and Funds in Possession of
Master Servicer to be Held for the Trustee.
|
|
Section 3.15
|
Servicing Compensation.
|
|
Section 3.16
|
Access to Certain Documentation.
|
|
Section 3.17
|
Annual Statement as to Compliance.
|
|
Section 3.18
|
Annual Independent Public Accountants’
Servicing Statement; Financial Statements.
|
|
Section 3.19
|
The Corridor Contracts.
|
|
Section 3.20
|
Prepayment Charges.
|
|
Section 3.21
|
Credit Reporting.
|
ARTICLE IV
DISTRIBUTIONS AND ADVANCES BY THE MASTER
SERVICER
|
Section 4.01
|
Advances.
|
|
Section 4.02
|
Reduction of Servicing Compensation in
Connection with Prepayment Interest Shortfalls.
|
|
Section 4.03
|
[Reserved].
|
|
Section 4.04
|
Distributions.
|
|
Section 4.05
|
Monthly Statements to
Certificateholders.
|
|
Section 4.06
|
[Reserved]
|
|
Section 4.07
|
[Reserved]
|
|
Section 4.08
|
Carryover Reserve Fund.
|
|
Section 4.09
|
Distributions on the REMIC I Regular
Interests.
|
|
Section 4.10
|
[Reserved].
|
|
Section 4.11
|
Allocation of Realized Losses on the REMIC I
Regular Interests.
|
|
Section 4.12
|
The Class P Certificates.
|
ARTICLE V
THE CERTIFICATES
|
Section 5.01
|
The Certificates.
|
|
Section 5.02
|
Certificate Register; Registration of Transfer
and Exchange of Certificates.
|
|
Section 5.03
|
Mutilated, Destroyed, Lost or Stolen
Certificates.
|
|
Section 5.04
|
Persons Deemed Owners.
|
|
Section 5.05
|
Access to List of Certificateholders’
Names and Addresses.
|
|
Section 5.06
|
Book-Entry Certificates.
|
|
Section 5.07
|
Notices to Depository.
|
|
Section 5.08
|
Definitive Certificates.
|
|
Section 5.09
|
Maintenance of Office or Agency.
|
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER AND THE
SELLER
|
Section 6.01
|
Respective Liabilities of the Depositor, the
Master Servicer and the Sellers.
|
|
Section 6.02
|
Merger or Consolidation of the Depositor, the
Master Servicer or the Sellers.
|
|
Section 6.03
|
Limitation on Liability of the Depositor, the
Sellers, the Master Servicer and Others.
|
|
Section 6.04
|
Limitation on Resignation of Master
Servicer.
|
|
Section 6.05
|
Errors and Omissions Insurance; Fidelity
Bonds.
|
ARTICLE VII
DEFAULT; TERMINATION OF MASTER
SERVICER
|
Section 7.01
|
Events of Default.
|
|
Section 7.02
|
Trustee to Act; Appointment of
Successor.
|
|
Section 7.03
|
Notification to Certificateholders.
|
ARTICLE VIII
CONCERNING THE TRUSTEE
|
Section 8.01
|
Duties of Trustee.
|
|
Section 8.02
|
Certain Matters Affecting the
Trustee.
|
|
Section 8.03
|
Trustee Not Liable for Mortgage
Loans.
|
|
Section 8.04
|
Trustee May Own Certificates.
|
|
Section 8.05
|
Master Servicer to Pay Trustee’s Fees and
Expenses.
|
|
Section 8.06
|
Eligibility Requirements for Trustee.
|
|
Section 8.07
|
Resignation and Removal of Trustee.
|
|
Section 8.08
|
Successor Trustee.
|
|
Section 8.09
|
Merger or Consolidation of Trustee.
|
|
Section 8.10
|
Appointment of Co-Trustee or Separate
Trustee.
|
|
Section 8.11
|
Tax Matters.
|
ARTICLE IX
TERMINATION
|
Section 9.01
|
Termination upon Liquidation or Repurchase of
all Mortgage Loans.
|
|
Section 9.02
|
Final Distribution on the
Certificates.
|
|
Section 9.03
|
Additional Termination Requirements.
|
ARTICLE X
MISCELLANEOUS PROVISIONS
|
Section 10.01
|
Amendment.
|
|
Section 10.02
|
Recordation of Agreement;
Counterparts.
|
|
Section 10.03
|
Governing Law.
|
|
Section 10.04
|
Intention of Parties.
|
|
Section 10.05
|
Notices.
|
|
Section 10.06
|
Severability of Provisions.
|
|
Section 10.07
|
Assignment.
|
|
Section 10.08
|
Limitation on Rights of
Certificateholders.
|
|
Section 10.09
|
Inspection and Audit Rights.
|
|
Section 10.10
|
Certificates Nonassessable and Fully
Paid.
|
EXHIBITS
|
EXHIBIT A-1
|
Class 1-A Certificate
|
|
EXHIBIT A-2
|
[reserved]
|
|
EXHIBIT A-3
|
Class 2-A-1 Certificate
|
|
EXHIBIT A-4
|
Class 2-A-2 Certificate
|
|
EXHIBIT A-5
|
Class 2-A-3 Certificate
|
|
EXHIBIT A-6
|
Class M-1 Certificate
|
|
EXHIBIT A-7
|
Class M-2 Certificate
|
|
EXHIBIT A-8
|
Class M-3 Certificate
|
|
EXHIBIT A-9
|
Class M-4 Certificate
|
|
EXHIBIT A-10
|
Class M-5 Certificate
|
|
EXHIBIT A-11
|
Class M-6 Certificate
|
|
EXHIBIT A-12
|
Class M-7 Certificate
|
|
EXHIBIT A-13
|
Class M-8 Certificate
|
|
EXHIBIT A-14
|
Class M-9 Certificate
|
|
EXHIBIT A-15
|
Class M-10 Certificate
|
|
EXHIBIT A-16
|
Class B Certificate
|
|
EXHIBIT B
|
Class C Certificate
|
|
EXHIBIT C
|
Class P Certificate
|
|
EXHIBIT D
|
Class A-R Certificate
|
|
EXHIBIT E
|
Form of Tax Matters Person
Certificate
|
|
EXHIBIT F
|
Mortgage Loan Schedule
|
|
EXHIBIT F-1
|
List of Mortgage Loans
|
|
EXHIBIT F-2
|
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
|
|
EXHIBIT G
|
Forms of Certification of Trustee
|
|
EXHIBIT G-1
|
Form of Initial Certification of
Trustee
|
|
EXHIBIT G-2
|
Form of Interim Certification of
Trustee
|
|
EXHIBIT G-3
|
Form of Delay Delivery Certification
|
|
EXHIBIT G-4
|
[Reserved]
|
|
EXHIBIT H
|
Form of Final Certification of
Trustee
|
|
EXHIBIT I
|
Transfer Affidavit
|
|
EXHIBIT J-1
|
Form of Transferor Certificate for Class A-R
Certificates
|
|
EXHIBIT J-2
|
Form of Transferor Certificate for Private
Certificates
|
|
EXHIBIT K
|
Form of Investment Letter (Non-Rule
144A)
|
|
EXHIBIT L
|
Form of Rule 144A Letter
|
|
EXHIBIT M
|
Form of Request for Release (for
Trustee)
|
|
EXHIBIT N
|
Form of Request for Release (for Mortgage Loans
Paid in Full, Repurchased or Replaced)
|
|
EXHIBIT O
|
Copy of Depository Agreement
|
|
EXHIBIT P
|
Form of Mortgage Note and Mortgage
|
|
EXHIBIT Q
|
[reserved]
|
|
EXHIBIT R
|
Form of Corridor Contract
|
|
EXHIBIT S
|
Form of Corridor Contract Novation
Agreement
|
|
EXHIBIT T
|
Form of Corridor Contract Administration
Agreement
|
|
EXHIBIT U
|
Officer’s Certificate with Respect to
Prepayments
|
|
EXHIBIT V
|
Standard & Poor’s Anti-Predatory
Lending Categorization
|
POOLING AND SERVICING AGREEMENT,
dated as of September 1, 2005, by and among CWABS, INC., a Delaware
corporation, as depositor (the “Depositor”),
COUNTRYWIDE HOME LOANS, INC., a New York corporation, as seller (a
“Seller”), PARK SIENNA LLC (“Park Sienna”),
a Delaware limited liability company, as a seller (a
“Seller”), (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 eighteen
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 Contracts 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.
|
Designation
|
|
Uncertificated REMIC I
Pass-Through Rate
|
|
Uncertificated Principal
Balance
|
|
Latest Possible Maturity
Date
|
|
|
LT-AA
|
|
(1)
|
|
$
|
378,055,199.38
|
|
September 2035
|
|
|
LT-1A
|
|
(1)
|
|
$
|
2,132,480.00
|
|
September 2035
|
|
|
LT-2A1
|
|
(1)
|
|
$
|
536,320.00
|
|
September 2035
|
|
|
LT-2A2
|
|
(1)
|
|
$
|
262,215.00
|
|
September 2035
|
|
|
LT-2A3
|
|
(1)
|
|
$
|
70,280.00
|
|
September 2035
|
|
|
LT-M1
|
|
(1)
|
|
$
|
146,595.00
|
|
September 2035
|
|
|
LT-M2
|
|
(1)
|
|
$
|
135,020.00
|
|
September 2035
|
|
|
LT-M3
|
|
(1)
|
|
$
|
81,010.00
|
|
September 2035
|
|
|
LT-M4
|
|
(1)
|
|
$
|
73,295.00
|
|
September 2035
|
|
|
LT-M5
|
|
(1)
|
|
$
|
67,510.00
|
|
September 2035
|
|
|
LT-M6
|
|
(1)
|
|
$
|
57,865.00
|
|
September 2035
|
|
|
LT-M7
|
|
(1)
|
|
$
|
52,080.00
|
|
September 2035
|
|
|
LT-M8
|
|
(1)
|
|
$
|
48,220.00
|
|
September 2035
|
|
|
LT-M9
|
|
(1)
|
|
$
|
42,435.00
|
|
September 2035
|
|
|
LT-M10
|
|
(1)
|
|
$
|
38,575.00
|
|
September 2035
|
|
|
LT-B
|
|
(1)
|
|
$
|
32,790.00
|
|
September 2035
|
|
|
LT-ZZ
|
|
(1)
|
|
$
|
3,938,722.23
|
|
September 2035
|
|
|
LT-P
|
|
(1)
|
|
$
|
100.00
|
|
September 2035
|
|
|
LT-R
|
|
(1)
|
|
$
|
100.00
|
|
September 2035
|
|
|
LT-1SUB
|
|
(1)
|
|
$
|
12,169.99
|
|
September 2035
|
|
|
LT-1GRP
|
|
(1)
|
|
$
|
54,819.59
|
|
September 2035
|
|
|
LT-2SUB
|
|
(1)
|
|
$
|
4,958.24
|
|
September 2035
|
|
|
LT-2GRP
|
|
(1)
|
|
$
|
22,334.54
|
|
September 2035
|
|
|
LT-XX
|
|
(1)
|
|
$
|
385,676,329.25
|
|
September 2035
|
|
|
(1)
|
Calculated as provided in the
definition of Uncertificated REMIC I Pass-Through Rate.
|
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.
|
Designation
|
|
Pass-Through Rate
|
|
Aggregate Initial Certificate
Principal Balance
|
|
Latest Possible Maturity
Date
|
|
|
Class 1-A
|
|
(1)
|
|
$
|
426,496,000.00
|
|
September 2035
|
|
|
Class 2-A-1
|
|
(1)
|
|
$
|
107,264,000.00
|
|
September 2035
|
|
|
Class 2-A-2
|
|
(1)
|
|
$
|
52,443,000.00
|
|
September 2035
|
|
|
Class 2-A-3
|
|
(1)
|
|
$
|
14,056,000.00
|
|
September 2035
|
|
|
Class M-1
|
|
(1)
|
|
$
|
29,319,000.00
|
|
September 2035
|
|
|
Class M-2
|
|
(1)
|
|
$
|
27,004,000.00
|
|
September 2035
|
|
|
Class M-3
|
|
(1)
|
|
$
|
16,202,000.00
|
|
September 2035
|
|
|
Class M-4
|
|
(1)
|
|
$
|
14,659,000.00
|
|
September 2035
|
|
|
Class M-5
|
|
(1)
|
|
$
|
13,502,000.00
|
|
September 2035
|
|
|
Class M-6
|
|
(1)
|
|
$
|
11,573,000.00
|
|
September 2035
|
|
|
Class M-7
|
|
(1)
|
|
$
|
10,416,000.00
|
|
September 2035
|
|
|
Class M-8
|
|
(1)
|
|
$
|
9,644,000.00
|
|
September 2035
|
|
|
Class M-9
|
|
(1)
|
|
$
|
8,487,000.00
|
|
September 2035
|
|
|
Class M-10
|
|
(1)
|
|
$
|
7,715,000.00
|
|
September 2035
|
|
|
Class B
|
|
(1)
|
|
$
|
6,558,000.00
|
|
September 2035
|
|
|
Class C
|
|
(2)
|
|
$
|
771,541,223.23
|
(2)
|
September 2035
|
|
|
Class P
|
|
(3)
|
|
$
|
100.00
|
|
September 2035
|
|
_______________
|
(1)
|
Interest will accrue at a rate equal to the
Pass-Through Rate, as defined herein.
|
|
(2)
|
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 LT-P and REMIC
I Regular Interest LT-R). The Class C Certificates will not accrue
interest on their Certificate Principal Balance initially equal to
$16,203,223.23.
|
|
(3)
|
The Class P Certificates will not be entitled to
distributions of interest.
|
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 the current
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.
Adjustable Rate Mortgage
Loans : The Mortgage
Loans identified in the Mortgage Loan Schedule as having a Mortgage
Rate which is adjustable for the life of the related Mortgage,
including any Mortgage Loans delivered in replacement
thereof.
Adjusted Net Mortgage
Rate : As to each
Mortgage Loan, the Mortgage Rate less the Expense Fee
Rate.
Adjustment Date
: As to each Adjustable Rate
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-BC4”. 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-BC4”. 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 Group
: Any of the Group 1 Certificates or
Group 2 Certificates.
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
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, 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 Principal Distribution
Target 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) 55.60% 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 1-A Certificate
: Any Certificate designated as a
“Class 1-A Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to distributions
as set forth herein.
Class 1-A Corridor
Contract : The
transaction evidenced by the Confirmation and Agreement for the
benefit of the Class 1-A 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.
Class 1-A Corridor Contract
Termination Date : The
Distribution Date in March 2012.
Class 1-A Confirmation and
Agreement : The
Confirmation and Agreement dated August 26, 2005, reference number
FXNEC7359, evidencing the Class 1-A Corridor Contract.
Class 1-A 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 Class 1-A Corridor Contract for such
Distribution Date (other than any payment in respect of an early
termination of the Class 1-A Corridor Contract), an amount equal to
the product of (i) the excess, if any, of (x) One-Month LIBOR (as
determined pursuant to the Class 1-A Corridor Contract) over (y)
the related Strike Rate (as defined in the Class 1-A Corridor
Contract), (ii) the lesser of (x) the related Notional Balance (as
defined in the Class 1-A Corridor Contract) for such Distribution
Date and (y) the Certificate Principal Balance of the Class 1-A
Certificates immediately prior to such Distribution Date and (iii)
the Day Count Fraction (as defined in the Class 1-A Corridor
Contract), and (b) with respect to any payment received by the
Corridor Contract Administrator from the Class 1-A 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 Class 1-A Corridor Contract) for the first Distribution Date
on or after the early
termination of the Class 1-A
Corridor Contract and (y) the Certificate Principal Balance of the
Class 1-A Certificates immediately prior to the first Distribution
Date on or after the early termination of the Class 1-A Corridor
Contract, and the denominator of which is equal to the related
Notional Balance (as defined in the Class 1-A Corridor Contract)
for the first Distribution Date on or after the early termination
of the Class 1-A 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 1-A
Certificates are retired prior to the termination of the Class 1-A
Corridor Contract, the Class 1-A Net Corridor Contract Payment for
any Distribution Date following the Distribution Date on which such
Class 1-A Certificates are retired shall be $0.
Class 1-A Principal Distribution
Amount : For any
Distribution Date, the product of (a) the Class A Principal
Distribution Target Amount and (b) a fraction, the numerator of
which is the Class 1-A Principal Distribution Target Amount and the
denominator of which is the sum of the Class 1-A Principal
Distribution Target Amount and Class 2-A Principal Distribution
Target Amount.
Class 1-A Principal Distribution
Target Amount : For any
Distribution Date, the excess of:
(i)
the Certificate Principal Balance of
the Class 1-A Certificates immediately prior to such Distribution
Date, over
(ii) the lesser of (x) 55.60% of the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group 1 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 in Loan Group 1 for such
Distribution Date after giving effect to distributions to be made
on that Distribution Date minus 0.50% of the aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group 1 as of the
Cut-off Date.
Class 1-A Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
1-A Certificates.
Class 1-A Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class 1-A Pass-Through Rate on the Class 1-A
Certificate Principal Balance immediately prior to such
Distribution Date.
Class 1-A Interest Carry Forward
Amount : For any
Distribution Date, the excess of (a) the Class 1-A Current Interest
with respect to prior Distribution Dates over (b) the amount
actually distributed to the Class 1-A Certificates with respect to
interest on such prior Distribution Dates.
Class 1-A Interest Carryover
Amount : For any
Distribution Date and the Class 1-A Certificates, the sum of (A)
the excess of (i) the amount of interest the Class 1-A Certificates
would otherwise have accrued for such Distribution Date had the
Class 1-A Pass-Through Rate thereon been calculated as the sum of
One-Month LIBOR and the applicable Class 1-A Margin for such
Distribution Date, over (ii) the amount of interest accrued on the
Class 1-A Certificates at the Net Rate Cap for such Distribution
Date and (B) the Class 1-A Interest Carryover Amount
for all previous Distribution Dates
not previously paid pursuant to Section 4.04, together with
interest thereon at the Class 1-A Pass-Through Rate (without giving
effect to the Net Rate Cap).
Class 1-A 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 1-A Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
1-A Margin and (ii) the related Net Rate Cap for such Distribution
Date.
Class 2-A Certificates
: The Class 2-A-1, Class 2-A-2 and
Class 2-A-3 Certificates.
Class 2-A-1
Certificate : Any
Certificate designated as a “Class 2-A-1 Certificate”
on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to distributions as set forth
herein.
Class 2-A-2
Certificate : Any
Certificate designated as a “Class 2-A-2 Certificate”
on the face thereof, in the form of Exhibit A-4 hereto,
representing the right to distributions as set forth
herein.
Class 2-A-3
Certificate : Any
Certificate designated as a “Class 2-A-3 Certificate”
on the face thereof, in the form of Exhibit A-5 hereto,
representing the right to distributions as set forth
herein.
Class 2-A Corridor
Contract : The
transaction evidenced by the Confirmation and Agreement for the
benefit of the Class 2-A Certificateholders (as assigned to the
Corridor Contract Administrator pursuant to the Corridor Contract
Novation Agreement), a form of which is attached hereto as Exhibit
S.
Class 2-A Corridor Contract
Termination Date : The
Distribution Date in March 2012.
Class 2-A Confirmation and
Agreement : The
Confirmation and Agreement dated August 26, 2005, reference number
FXNEC7360, evidencing the Class 2-A Corridor Contract.
Class 2-A 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 Class 2-A Corridor Contract for such
Distribution Date (other than any payment in respect of an early
termination of the Class 2-A Corridor Contract), an amount equal to
the product of (i) the excess, if any, of (x) One-Month LIBOR (as
determined pursuant to the Class 2-A Corridor Contract) over (y)
the related Strike Rate (as defined in the Class 2-A Corridor
Contract), (ii) the lesser of (x) the related Notional Balance (as
defined in the Class 2-A Corridor Contract) for such Distribution
Date and (y) the aggregate Certificate Principal Balance of the
Class 2-A Certificates immediately prior to such Distribution Date
and (iii) the Day Count Fraction (as defined in the Class 2-A
Corridor Contract), and (b) with respect to any payment received by
the Corridor Contract Administrator from the Class 2-A 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 Class 2-A Corridor Contract) for the first Distribution Date
on or after the early termination of the Class 2-A Corridor
Contract and (y) the aggregate Certificate Principal Balance of the
Class 2-A Certificates immediately prior to the first Distribution
Date on or after the early termination of the Class 2-A Corridor
Contract, and the denominator of which is equal to the related
Notional Balance (as defined in the Class 2-A Corridor Contract)
for the first Distribution Date on or after the early termination
of the Class 2-A 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 2-A
Certificates are retired prior to the termination of the Class 2-A
Corridor Contract, the Class 2-A Net Corridor Contract Payment for
any Distribution Date following the Distribution Date on which such
Class 2-A Certificates are retired shall be $0.
Class 2-A Principal Distribution
Amount : For any
Distribution Date, the product of (a) the Class A Principal
Distribution Target Amount and (b) a fraction, the numerator of
which is the Class 2-A Principal Distribution Target Amount and the
denominator of which is the sum of the Class 1-A Principal
Distribution Target Amount and Class 2-A Principal Distribution
Target Amount.
Class 2-A Principal Distribution
Target Amount : For any
Distribution Date, the excess of:
(i)
the aggregate Certificate Principal
Balance of the Class 2-A Certificates immediately prior to such
Distribution Date, over
(ii) the
lesser of (x) 55.60% of the aggregate Stated Principal Balance of
the Mortgage Loans in Loan Group 2 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 in Loan Group 2 for such Distribution Date after giving
effect to distributions to be made on that Distribution Date minus
0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans in Loan Group 2 as of the Cut-off Date.
Class 2-A-1 Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
2-A-1 Certificates.
Class 2-A-2 Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
2-A-2 Certificates.
Class 2-A-3 Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
2-A-3 Certificates.
Class 2-A-1 Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class 2-A-1 Pass-Through Rate on the Class 2-A-1
Certificate Principal Balance immediately prior to such
Distribution Date.
Class 2-A-2 Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class 2-A-2 Pass-Through Rate on the Class 2-A-2
Certificate Principal Balance immediately prior to such
Distribution Date.
Class 2-A-3 Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class 2-A-3 Pass-Through Rate on the Class 2-A-3
Certificate Principal Balance immediately prior to such
Distribution Date.
Class 2-A-1 Interest Carry
Forward Amount : For any
Distribution Date, the excess of (a) the Class 2-A-1 Current
Interest with respect to prior Distribution Dates over (b) the
amount actually distributed to the Class 2-A-1 Certificates with
respect to interest on such prior Distribution Dates.
Class 2-A-2 Interest Carry
Forward Amount : For any
Distribution Date, the excess of (a) the Class 2-A-2 Current
Interest with respect to prior Distribution Dates over (b) the
amount actually distributed to the Class 2-A-2 Certificates with
respect to interest on such prior Distribution Dates.
Class 2-A-3 Interest Carry
Forward Amount : For any
Distribution Date, the excess of (a) the Class 2-A-3 Current
Interest with respect to prior Distribution Dates over (b) the
amount actually distributed to the Class 2-A-3 Certificates with
respect to interest on such prior Distribution Dates.
Class 2-A-1 Interest Carryover
Amount : For any
Distribution Date and the Class 2-A-1 Certificates, the sum of (A)
the excess of (i) the amount of interest the Class 2-A-1
Certificates would otherwise have accrued for such Distribution
Date had the Class 2-A-1 Pass-Through Rate thereon been calculated
as the sum of One-Month LIBOR and the applicable Class 2-A-1 Margin
for such Distribution Date, over (ii) the amount of interest
accrued on the Class 2-A-1 Certificates at the Net Rate Cap for
such Distribution Date and (B) the Class 2-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 2-A-1 Pass-Through Rate (without giving effect to the Net
Rate Cap).
Class 2-A-2 Interest Carryover
Amount : For any
Distribution Date and the Class 2-A-2 Certificates, the sum of (A)
the excess of (i) the amount of interest the Class 2-A-2
Certificates would otherwise have accrued for such Distribution
Date had the Class 2-A-2 Pass-Through Rate thereon been calculated
as the sum of One-Month LIBOR and the applicable Class 2-A-2 Margin
for such Distribution Date, over (ii) the amount of interest
accrued on the Class 2-A-2 Certificates at the Net Rate Cap for
such Distribution Date and (B) the Class 2-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 2-A-2 Pass-Through Rate (without giving effect to the Net
Rate Cap).
Class 2-A-3 Interest Carryover
Amount : For any
Distribution Date and the Class 2-A-3 Certificates, the sum of (A)
the excess of (i) the amount of interest the Class 2-A-3
Certificates would otherwise have accrued for such Distribution
Date had the Class 2-A-3 Pass-Through Rate thereon been calculated
as the sum of One-Month LIBOR and the applicable Class 2-A-3 Margin
for such Distribution Date, over (ii) the amount of interest
accrued on the Class 2-A-3 Certificates at the Net Rate Cap for
such Distribution Date and (B) the Class 2-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 2-A-3 Pass-Through Rate (without giving effect to the
Net Rate Cap).
Class 2-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 2-A-2 Margin
: For the Accrual Period for any
Distribution Date on or prior to the Optional Termination Date,
0.270% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 0.540% per
annum.
Class 2-A-3 Margin
: For the Accrual Period for any
Distribution Date on or prior to the Optional Termination Date,
0.380% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 0.760% per
annum.
Class 2-A-1 Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
2-A-1 Margin and (ii) the related Net Rate Cap for such
Distribution Date.
Class 2-A-2 Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
2-A-2 Margin and (ii) the related Net Rate Cap for such
Distribution Date.
Class 2-A-3 Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
2-A-3 Margin and (ii) the related Net Rate Cap for such
Distribution Date.
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-16 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,
3.000% per annum and, for any Distribution Date after the Optional
Termination Date, 4.500% 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 related Net Rate Cap for such Distribution
Date.
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 LT-P and
REMIC I Regular Interest LT-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 (R) below, and the denominator of which is the
Uncertificated Principal Balance of the REMIC I Regular Interests
(other than REMIC I Regular Interest LT-P and REMIC I Regular
Interest LT-R). 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 LT-AA minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
LT-AA;
(B) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT-1A minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
LT-1A;
(C) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT-2A minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
LT-2A1;
(D) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT-2A minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
LT-2A2;
(E) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT-2A minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
LT-2A3;
(F) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT-M1 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
LT-M1;
(G) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT-M2 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
LT-M2;
(H) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT-M3 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
LT-M3;
(I) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT-M4 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
LT-M4;
(J) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT-M5 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
LT-M5;
(K) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT-M6 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
LT-M6;
(L) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT-M7 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
LT-M7;
(M) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT-M8 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
LT-M8;
(N) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT-M9 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
LT-M9;
(O) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT-M10 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC I Regular Interest
LT-M10;
(P) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT-B minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
LT-B;
(Q) the
Uncertificated REMIC I Pass-Through Rate for REMIC I Regular
Interest LT-ZZ minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest
LT-ZZ; and
|
|
(R)
|
100% of the interest distributed on
REMIC I Regular Interest LT-R.
|
Class M Certificates
: The Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class
M-9 and Class M-10 Certificates.
Class M-1 Certificate
: Any Certificate designated as a
“Class M-1 Certificate” on the face thereof, in the
form of Exhibit A-6 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,
0.450% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 0.675% 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 related Net Rate Cap for such Distribution
Date.
Class M-2 Certificate
: Any Certificate designated as a
“Class M-2 Certificate” on the face thereof, in the
form of Exhibit A-7 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 related Net Rate Cap for such Distribution
Date.
Class M-3 Certificate
: Any Certificate designated as a
“Class M-3 Certificate” on the face thereof, in the
form of Exhibit A-8 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,
0.500% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 0.750% 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 related Net Rate Cap for such Distribution
Date.
Class M-4 Certificate
: Any Certificate designated as a
“Class M-4 Certificate” on the face thereof, in the
form of Exhibit A-9 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,
0.600% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 0.900% 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.
Class M-5 Certificate
: Any Certificate designated as a
“Class M-5 Certificate” on the face thereof, in the
form of Exhibit A-10 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,
0.640% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 0.960% 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 related Net Rate Cap for such Distribution
Date.
Class M-6 Certificate
: Any Certificate designated as a
“Class M-6 Certificate” on the face thereof, in the
form of Exhibit A-11 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,
0.700% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 1.050% 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 related Net Rate Cap for such Distribution
Date.
Class M-7 Certificate
: Any Certificate designated as a
“Class M-7 Certificate” on the face thereof, in the
form of Exhibit A-12 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,
1.150% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 1.725% 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 related Net Rate Cap for such Distribution
Date.
Class M-8 Certificate
: Any Certificate designated as a
“Class M-8 Certificate” on the face thereof, in the
form of Exhibit A-13 hereto, representing the right to
distributions as set forth herein.
Class M-8 Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
M-8 Certificates.
Class M-8 Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class M-8 Pass-Through Rate on the Class M-8
Certificate Principal Balance immediately prior to such
Distribution Date.
Class M-8 Interest Carry Forward
Amount : For any
Distribution Date, the excess of (a) the Class M-8 Current Interest
with respect to prior Distribution Dates over (b) the amount
actually distributed to the Class M-8 Certificates with respect to
interest on such prior Distribution Dates.
Class M-8 Interest Carryover
Amount : For any
Distribution Date and the Class M-8 Certificates, the sum of (A)
the excess of (i) the amount of interest the Class M-8 Certificates
would otherwise have accrued for such Distribution Date had the
Class M-8 Pass-Through Rate thereon been calculated as the sum of
One-Month LIBOR and the applicable Class M-8 Margin for such
Distribution Date, over (ii) the amount of interest accrued on the
Class M-8 Certificates at the Net Rate Cap for such Distribution
Date and (B) the Class M-8 Interest Carryover Amount for all
previous Distribution Dates not previously paid pursuant to Section
4.04, together with interest thereon at the Class M-8 Pass-Through
Rate (without giving effect to the Net Rate Cap).
Class M-8 Margin
: For the Accrual Period for any
Distribution Date on or prior to the Optional Termination Date,
1.300% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 1.950% per
annum.
Class M-8 Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
M-8 Margin and (ii) the related Net Rate Cap for such Distribution
Date.
Class M-9 Certificate
: Any Certificate designated as a
“Class M-9 Certificate” on the face thereof, in the
form of Exhibit A-14 hereto, representing the right to
distributions as set forth herein.
Class M-9 Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
M-9 Certificates.
Class M-9 Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class M-9 Pass-Through Rate on the Class M-9
Certificate Principal Balance immediately prior to such
Distribution Date.
Class M-9 Interest Carry Forward
Amount : For any
Distribution Date, the excess of (a) the Class M-9 Current Interest
with respect to prior Distribution Dates over (b) the amount
actually distributed to the Class M-9 Certificates with respect to
interest on such prior Distribution Dates.
Class M-9 Interest Carryover
Amount : For any
Distribution Date and the Class M-9 Certificates, the sum of (A)
the excess of (i) the amount of interest the Class M-9 Certificates
would otherwise have accrued for such Distribution Date had the
Class M-9 Pass-Through Rate thereon been calculated as the sum of
One-Month LIBOR and the applicable Class M-9 Margin for such
Distribution Date, over (ii) the amount of interest accrued on the
Class M-9 Certificates at the Net Rate Cap for such Distribution
Date and (B) the Class M-9 Interest Carryover Amount for all
previous Distribution Dates not previously paid pursuant to Section
4.04, together with interest thereon at the Class M-9 Pass-Through
Rate (without giving effect to the Net Rate Cap).
Class M-9 Margin
: For the Accrual Period for any
Distribution Date on or prior to the Optional Termination Date,
1.750% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 2.625% per
annum.
Class M-9 Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
M-9 Margin and (ii) the related Net Rate Cap for such Distribution
Date.
Class M-10 Certificate
: Any Certificate designated as a
“Class M-10 Certificate” on the face thereof, in the
form of Exhibit A-15 hereto, representing the right to
distributions as set forth herein.
Class M-10 Certificate Principal
Balance : As of any date
of determination, the Certificate Principal Balance of the Class
M-10 Certificates.
Class M-10 Current
Interest : For any
Distribution Date, the interest accrued during the related Accrual
Period at the Class M-10 Pass-Through Rate on the Class M-10
Certificate Principal Balance immediately prior to such
Distribution Date.
Class M-10 Interest Carry Forward
Amount : For any
Distribution Date, the excess of (a) the Class M-10 Current
Interest with respect to prior Distribution Dates over (b) the
amount actually distributed to the Class M-10 Certificates with
respect to interest on such prior Distribution Dates.
Class M-10 Interest Carryover
Amount : For any
Distribution Date and the Class M-10 Certificates, the sum of (A)
the excess of (i) the amount of interest the Class M-10
Certificates would otherwise have accrued for such Distribution
Date had the Class M-10 Pass-Through Rate thereon been calculated
as the sum of One-Month LIBOR and the applicable Class M-10 Margin
for such Distribution Date, over (ii) the amount of interest
accrued on the Class M-10 Certificates at the Net Rate Cap for such
Distribution Date and (B) the Class M-10 Interest Carryover Amount
for all previous Distribution Dates not previously paid pursuant to
Section 4.04, together with interest thereon at the Class M-10
Pass-Through Rate (without giving effect to the Net Rate
Cap).
Class M-10 Margin
: For the Accrual Period for any
Distribution Date on or prior to the Optional Termination Date,
3.000% per annum and, for the Accrual Period for any Distribution
Date after the Optional Termination Date, 4.500% per
annum.
Class M-10 Pass-Through
Rate : For any
Distribution Date, the lesser of (i) One-Month LIBOR plus the Class
M-10 Margin and (ii) the related Net Rate Cap for such Distribution
Date.
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-BC4”.
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
: September 28, 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
Agreements : The Class
1-A Confirmation and Agreement, Class 2-A Confirmation and
Agreement and Subordinate Confirmation and Agreement.
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
|
|
|
|
LT-1A
|
Class 1-A Certificate
|
|
|
|
LT-2A1
|
Class 2-A-1 Certificate
|
|
|
|
LT-2A2
|
Class 2-A-2 Certificate
|
|
|
|
LT-2A3
|
Class 2-A-3 Certificate
|
|
|
|
LT-M1
|
Class M-1 Certificate
|
|
|
|
LT-M2
|
Class M-2 Certificate
|
|
|
|
LT-M3
|
Class M-3 Certificate
|
|
|
|
LT-M4
|
Class M-4 Certificate
|
|
|
|
LT-M5
|
Class M-5 Certificate
|
|
|
|
LT-M6
|
Class M-6 Certificate
|
|
|
|
LT-M7
|
Class M-7 Certificate
|
|
|
|
LT-M8
|
Class M-8 Certificate
|
|
|
|
LT-M9
|
Class M-9 Certificate
|
|
|
|
LT-M10
|
Class M-10 Certificate
|
|
|
|
LT-B
|
Class B Certificate
|
|
|
|
LT-P
|
Class P Certificate
|
|
|
|
LT-R
|
Class A-R Certificate
|
|
Corridor Contract Administration
Agreement: The Corridor
Contract Administration Agreement dated as September 28, 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 Contracts
: The Class 1-A Corridor Contract,
Class 2-A Corridor Contract and Subordinate Corridor
Contract.
Corridor Contract
Counterparty : Bear
Stearns Financial Products Inc., and any permitted successors and
assigns pursuant to the Corridor Contracts.
Corridor Contract Novation
Agreement : The Novation
Agreement regarding the Class 1-A Corridor Contract, Class 2-A
Corridor Contract and Subordinate Corridor Contract, each dated as
of the Closing Date among Countrywide, the Corridor Contract
Administrator and the Corridor Contract Counterparty, which is
attached hereto as Exhibit S.
Corridor Contract Payment
Amount : The Class 1-A
Corridor Contract Payment Amount, Class 2-A Corridor Contract
Payment Amount and Subordinate Corridor Contract Payment Amount, as
applicable.
Corridor Contract Termination
Date : The Class 1-A
Corridor Contract Termination Date, Class 2-A Corridor Contract
Termination Date and Subordinate Corridor Contract Termination
Date, as applicable.
Countrywide
: Countrywide Home Loans, Inc., a
New York corporation and its successors and assigns, in its
capacity as the seller of the Countrywide Mortgage Loans to the
Depositor.
Countrywide Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule for which
Countrywide is the applicable Seller.
Cumulative Loss Trigger
Event : With respect to
any Distribution Date on or after the Stepdown Date exists if the
aggregate amount of Realized Losses on the Mortgage Loans from (and
including) the Cut-off to (and including) the last day of the
related Due Period (reduced by the aggregate amount of 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
|
|
October 2007 — September
2008
|
1.25% with respect to October 2007,
plus an additional 1/12th of 1.50% for each month thereafter until
September 2008
|
|
October 2008 — September
2009
|
2.75% with respect to October 2008,
plus an additional 1/12th of 1.55% for each month thereafter until
September 2009
|
|
October 2009 — September
2010
|
4.30% with respect to October 2009,
plus an additional 1/12th of 1.20% for each month thereafter until
September 2010
|
|
October 2010 — September
2011
|
5.50% with respect to October 2010,
plus an additional 1/12th of 0.70% for each month thereafter until
September 2011
|
|
October 2011 and
thereafter
|
6.20%
|
Current Interest
: With respect to (i) the Class 1-A
Certificates, the Class 1-A Current Interest (ii) the Class 2-A-1
Certificates, the Class 2-A-1 Current Interest, (iii) the Class
2-A-2 Certificates, the Class 2-A-2 Current Interest (iv) the Class
2-A-3 Certificates, the Class 2-A-3 Current Interest (v) the Class
M-1 Certificates, the Class M-1 Current Interest, (vi) the Class
M-2 Certificates, the Class M-2 Current Interest, (vii) the Class
M-3 Certificates, the Class M-3 Current Interest, (viii) the Class
M-4 Certificates, the Class M-4 Current Interest, (ix) the Class
M-5 Certificates, the Class M-5 Current Interest, (x) the Class M-6
Certificates, the Class M-6 Current Interest, (xi) the Class M-7
Certificates, the Class M-7 Current Interest, (xii) the Class M-8
Certificates, the Class M-8 Current Interest, (xiii) the Class M-9
Certificates, the Class M-9 Current Interest, (xiv) the Class M-10
Certificates, the Class M-10 Current Interest, (xv) the Class B
Certificates, the Class B Current Interest and (xvi) the Class C
Certificates, the Class C Current Interest.
Cut-off Date
: In the case of any Mortgage Loan,
the later of (x) September 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.
Definitive
Certificates : As defined
in Section 5.06.
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.
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 in each Loan Group, not later than the
Closing Date, (B) with respect to at least an additional 40% of the
Mortgage Loans in each Loan Group, 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
Countrywide shall be in possession of any Mortgage Files with
respect to any Delay Delivery Loan, until delivery to of such
Mortgage File to the Trustee as provided in Section 2.01,
Countrywide 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, 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
|
34.00%
|
|
Class M-1
|
41.00%
|
|
Class M-2
|
50.75%
|
|
Class M-3
|
59.00%
|
|
Class M-4
|
69.25%
|
|
Class M-5
|
82.50%
|
|
Class M-6
|
98.75%
|
|
Class M-7
|
119.75%
|
|
Class M-8
|
149.50%
|
|
Class M-9
|
191.00%
|
|
Class M-10
|
255.75%
|
|
Class B
|
359.50%
|
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 the
“Initial Notional Amount of this Certificate” or, if
neither of 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 Class of
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-BC4”. 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 October 2005.
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),
(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) and (iii) the related
Overcollateralization Reduction Amount, if any, for such
Distribution Date.
Excess Overcollateralization
Amount : With respect to
any Distribution Date, the excess, if any, of the
Overcollateralized Amount on that Distribution Date over the
Overcollateralization Target Amount.
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 and Loan Group, the lesser of (1) the
Overcollateralization Deficiency Amount for such Distribution Date
multiplied by a fraction, the numerator of which is the Principal
Remittance Amount for such Loan Group and the denominator of which
is the Principal Remittance Amount for both Loan Groups and (2) the
Loan Group Excess Cashflow Allocation Amount 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.
Five-Year Hybrid Mortgage
Loan : A Mortgage Loan
having a Mortgage Rate that is fixed for 60 months after
origination thereof before such Mortgage Rate becomes subject to
adjustment.
Fixed Rate Mortgage
Loans : The Mortgage
Loans identified in the Mortgage Loan Schedule as having a Mortgage
Rate which is fixed for the life of the related Mortgage, including
any Mortgage Loans delivered in replacement thereof.
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 Adjustable Rate 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 for the Adjustable Rate Mortgage Loans.
Group 1 Certificates
: The Class A-R Certificates and
Class 1-A Certificates.
Group 1 Mortgage Loans
: The group of Mortgage Loans
identified in the Mortgage Loan Schedule as “Group 1 Mortgage
Loans”, including in each case any Mortgage Loans delivered
in replacement thereof.
Group 1 Net WAC
: The weighted average Adjusted Net
Mortgage Rate of the Mortgage Loans in Loan Group 1.
Group 2 Certificates
: The Class 2-A-1, Class 2-A-2 and
Class 2-A-3 Certificates.
Group 2 Mortgage Loans
: The group of Mortgage Loans
identified in the Mortgage Loan Schedule as “Group 2 Mortgage
Loans”, including any Mortgage Loans delivered in replacement
thereof.
Group 2 Net WAC
: The weighted average Adjusted Net
Mortgage Rate of the Mortgage Loans in Loan Group 2.
Index : As to any Adjustable Rate 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
Adjustable Rate 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 Required 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.
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 1-A Certificates, the Class 1-A Interest Carry
Forward Amount, (ii) the Class 2-A-1 Certificates, the Class 2-A-1
Interest Carry Forward Amount, (iii) the Class 2-A-2 Certificates,
the Class 2-A-2 Interest Carry Forward Amount, (iv) the Class 2-A-3
Certificates, the Class 2-A-3 Interest Carry Forward Amount (v) the
Class M-1 Certificates, the Class M-1 Interest Carry Forward
Amount, (vi) the Class M-2 Certificates, the Class M-2 Interest
Carry Forward Amount, (vii) the Class M-3 Certificates, the Class
M-3 Interest Carry Forward Amount, (viii) the Class M-4
Certificates, the Class M-4 Interest Carry Forward Amount, (ix) the
Class M-5 Certificates, the Class M-5 Interest Carry Forward
Amount, (x) the Class M-6 Certificates, the Class M-6 Interest
Carry Forward Amount, (xi) the Class M-7 Certificates, the Class
M-7 Interest Carry Forward Amount, (xii) the Class M-8
Certificates, the Class M-8 Interest Carry Forward Amount, (xiii)
the Class M-9 Certificates, the Class M-9 Interest Carry Forward
Amount, (xiv) the Class M-10 Certificates, the Class M-10 Interest
Carry Forward Amount, and (xv) 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, September 26, 2005.
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 less the sum of (i) the Trustee Fee for
the Mortgage Loans for such Distribution Date and (ii) the
Lender-Paid PMI Fee for such Distribution Date.
Interest Remittance
Amount : With respect to
the Mortgage Loans in each Loan Group 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, (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 for any Mortgage
Loan.
Lender-Paid PMI Fee
Rate : With respect to
each Mortgage Loan with any lender-paid primary mortgage insurance
policy, the amount set forth in the Mortgage Loan
Schedule.
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 Group
: Any of Loan Group 1 or Loan Group
2.
Loan Group
Characteristics : The
characteristics for each Loan Group identified under the caption
“The Mortgage Pool” in the Prospectus
Supplement.
Loan Group 1
: The Group 1 Mortgage
Loans.
Loan Group 2
: The Group 2 Mortgage
Loans.
Loan Group Excess Cashflow
Allocation Amount : With
respect to any Distribution Date and Loan Group, the product of (i)
the Excess Cashflow for such Distribution Date multiplied by (ii) a
fraction, the numerator of which is the Principal Remittance Amount
for such Loan Group for such Distribution Date and the denominator
of which is the sum of the Principal Remittance Amount for both
Loan Groups.
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 LT-AA, REMIC I Regular Interest LT-1SUB, REMIC I Regular
Interest LT-1GRP, REMIC Regular Interest LT-2SUB, REMIC I Regular
Interest LT-2GRP, REMIC I Regular Interest LT-XX, REMIC I Regular
Interest LT-P and REMIC I Regular Interest LT-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 Adjustable
Rate 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 Adjustable
Rate 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
: Such of the Group 1 Mortgage Loans
and Group 2 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 Countrywide, on behalf of itself and each other 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:
|
|
(i)
|
the loan number;
|
|
|
|
(ii)
|
the Loan Group;
|
|
|
|
(iii)
|
the Appraised Value;
|
|
|
|
(iv)
|
the Initial Mortgage
Rate;
|
|
|
|
(v)
|
the maturity date;
|
|
|
|
(vi)
|
the original principal
balance;
|
|
|
|
|
|
|
|
|
|
(vii) the
Cut-off Date Principal Balance of each of Loan Group 1 and Loan
Group 2 and the aggregate thereof;
|
|
(viii)
|
the first payment date of the
Mortgage Loan;
|
|
|
|
(ix)
|
the Scheduled Payment in effect as
of the Cut-off Date;
|
|
|
(x)
|
the Loan-to-Value Ratio at
origination;
|
|
|
|
|
|
|
|
(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 Countrywide Mortgage Loan
or a Park Sienna Mortgage Loan;
(xiv) a code
indicating whether the Mortgage Loan is a first or second lien
Mortgage Loan;
|
|
(xv)
|
the type and term of any Prepayment
Charge;
|
|
|
|
(xvi)
|
with respect to each Adjustable Rate
Mortgage Loan;
|
|
|
|
(a)
|
the frequency of each Adjustment
Date;
|
|
|
|
|
|
|
|
|
|
|
(b)
|
the next Adjustment Date;
|
|
|
(c)
|
the Maximum Mortgage
Rate;
|
|
|
(d)
|
the Minimum Mortgage
Rate;
|
|
|
(e)
|
the Mortgage Rate as of the Cut-off
Date;
|
|
|
(f)
|
the related Periodic Rate Cap;
and
|
|
|
(g)
|
the Gross Margin;
|
|
|
(xvii)
|
the purpose of the Mortgage Loan;
and
|
|
|
|
(xviii)
|
the Lender-Paid PMI Fee Rate, if
applicable.
|
|
|
|
|
|
|
|
|
|
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 : The Class 1-A
Net Corridor Contract Payment, Class 2-A Net Corridor Contract
Payment and Subordinate Net Corridor Contract Payment.
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, (i)
With respect to the Class 1-A Certificates, the Group 1 Net WAC,
(ii) with respect to the Class 2-A Certificates, the Group 2 Net
WAC, and (iii) with respect to the Subordinate Certificates, the
weighted average of the Group 1 Net WAC and Group 2 Net WAC
(weighted (x) in the case of the Group 1 Net WAC, on the positive
difference (if any) of the Stated Principal Balance of the Mortgage
Loans in Loan Group 1 over the outstanding aggregate Certificate
Principal Balance of the Class 1-A Certificates and (y) in the case
of the Group 2 Net WAC, on the positive difference (if any) of the
Stated Principal Balance of the Mortgage Loans in Loan Group 2 over
the outstanding aggregate Certificate Principal Balance the Class
2-A Certificates), in the case of each of (i), (ii) and (iii)
above, 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 clause (i) above shall be
expressed as the weighted average of the
Uncertificated REMIC I Pass-Through
Rate on REMIC I Regular Interest LT-1GRP, weighted on the basis of
the Uncertificated Principal Balance of such REMIC I Regular
Interest. For federal income tax purposes, the equivalent of clause
(ii) above shall be expressed as the weighted average of the
Uncertificated REMIC I Pass-Through Rate on REMIC I Regular
Interest LT-2GRP, weighted on the basis of the Uncertificated
Principal Balance of such REMIC I Regular Interest. For federal
income tax purposes, the equivalent of clause (iii) above shall be
expressed as the weighted average of the Uncertificated REMIC I
Pass-Through Rates on (a) REMIC I Regular Interest LT-1SUB, subject
to a cap and a floor equal to the Group 1 Net WAC Rate and (b)
REMIC I Regular Interest LT-2SUB, subject to a cap and a floor
equal to the Group 2 Net WAC Rate; in each case weighted on the
basis of the Uncertificated Principal Balance of such REMIC I
Regular Interests.
Net Rate Carryover
: With respect to any Distribution
Date, an amount equal to the sum of (i) the Class 1-A Interest
Carryover Amount for such Distribution Date (if any), (ii) the
Class 2-A-1, Interest Carryover Amounts for such Distribution Date
(if any), (iii) the Class 2-A-2 Interest Carryover Amount for such
Distribution Date (if any), (iv) the Class 2-A-3 Interest Carryover
Amount for such Distribution Date (if any), (v) the Class M-1
Interest Carryover Amount for such Distribution Date (if any), (vi)
the Class M-2 Interest Carryover Amount for such Distribution Date
(if any), (vii) the Class M-3 Interest Carryover Amount for such
Distribution Date (if any), (vii) the Class M-4 Interest Carryover
Amount for such Distribution Date (if any), (ix) the Class M-5
Interest Carryover Amount for such Distribution Date (if any), (x)
the Class M-6 Interest Carryover Amount for such Distribution Date
(if any), (xi) the Class M-7 Interest Carryover Amount for such
Distribution Date (if any), (xii) the Class M-8 Interest Carryover
Amount for such Distribution Date (if any), (xiii) the Class M-9
Interest Carryover Amount for such Distribution Date (if any),
(xiv) the Class M-10 Interest Carryover Amount for such
Distribution Date (if any), and (xv) 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), (xiii), (xiv) or (xv) as applicable, with the same
Class designation. The Class A-R, Class C and Class P Certificates
shall not accrue any Net Rate Carryover.
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, 0.50% of the Stated
Principal Balance of the Mortgage Loans as of the Cut-off
Date.
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 3.8375%
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 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.
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.
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 on such
Distribution Date).
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 Reduction
Amount : For any
Distribution Date for which the Excess Overcollateralization Amount
is, or would be, after taking into account all other distributions
to be made on that Distribution Date, greater than zero, an amount
equal to the lesser of (i) the Excess Overcollateralization Amount
for that Distribution Date and (ii) the Principal Remittance Amount
for that Distribution Date.
Overcollateralization Target
Amount : (a) on each
Distribution Date prior to the Stepdown Date, 2.10% of the Cut-off
Date Pool Principal Balance, and (b) on and after the Stepdown
Date, an amount equal to 4.20% of the aggregate Stated Principal
Balance of the Mortgage Loans in the Mortgage Pool 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 Distribution
Date immediately preceding such Distribution Date. Notwithstanding
the foregoing on and after any Distribution Date following the
reduction of the aggregate Certificate Principal Balance of the
Senior Certificates and Subordinate Certificates to zero, the
Overcollateralization Target Amount shall be zero.
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.
Park Sienna
: Park Sienna LLC, a Delaware
limited liability company, and its successors and assigns, in its
capacity as the seller of the Park Sienna Mortgage Loans to the
Depositor.
Park Sienna Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule for which
Park Sienna is the applicable Seller.
Pass-Through Rate
: With respect to the Class 1-A
Certificates, the Class 1-A Pass-Through Rate; with respect to the
Class 2-A-1 Pass-Through Rate; with respect to the Class 2-A-2
Certificates, the Class 2-A-2 Pass-Through Rate, with respect to
the Class 2-A-3 Certificates, the Class 2-A-3 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 M-8
Certificates, the Class M-8 Pass-Through Rate; with respect to the
Class M-9 Certificates, the Class M-9 Pass-Through Rate; with
respect to the Class M-10 Certificates, the Class M-10 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, Class C or Class A-R 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, Class P
and Class A-R 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 Adjustable
Rate 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 ending during such
Due Period).
Prepayment Assumption
: The applicable rate of prepayment,
as described in the Prospectus Supplement relating to the Senior
Certificates and certain Classes of the Subordinate
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 and
Due 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 from the opening of business on
September 1, 2005) 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 and a Loan Group, the sum of (i) the
Principal Remittance Amount for such Loan Group for such
Distribution Date and (ii) the Extra Principal Distribution Amount
for such Loan Group for such Distribution Date minus (iii) the
amount of any related Overcollateralization Reduction Amount for
that 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 and the Mortgage Loans in a Loan Group, (a) the
sum, without duplication, of: (i) the scheduled principal collected
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 Countrywide, on behalf
of itself and each other 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
June 29, 2005, relating to the public offering of the Senior
Certificates and certain Classes of the Subordinate Certificates
offered thereby.
PUD : A Planned Unit Development.
Purchase Price
: With respect to any Mortgage Loan
(x) required to be (1) repurchased by Countrywide 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 a 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 March 2005 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 Contracts 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 LT-AA minus the
Marker Rate, divided by (b) 12.
REMIC I Marker Allocation
Percentage : 50% of any
amount payable or loss attributable from the Mortgage Loans, which
shall be allocated to REMIC I Regular Interest LT-AA, REMIC I
Regular Interest LT-1A, REMIC I Regular Interest LT-2A1, REMIC I
Regular Interest LT-2A2, REMIC I Regular Interest LT-2A3, REMIC I
Regular Interest LT-M1, REMIC I Regular Interest LT-M2, REMIC I
Regular Interest LT-M3, REMIC I Regular Interest LT-M4, REMIC I
Regular Interest LT-M5, REMIC I Regular Interest LT-M6, REMIC I
Regular Interest LT-M7, REMIC Regular Interest LT-M8, REMIC Regular
Interest LT-M9, REMIC Regular Interest LT-M10, REMIC I Regular
Interest LT-B, REMIC I Regular Interest LT-ZZ, REMIC I Regular
Interest LT-P and REMIC I Regular Interest LT-R.
REMIC I Overcollateralized
Amount : With respect to
any date of determination, (i) 0.50% of the aggregate
Uncertificated Principal Balances of the REMIC I Regular Interests
(other than REMIC I Regular Interest LT-P) minus (ii) the
Uncertificated Principal Balances of REMIC I Regular Interest
LT-1A, REMIC I Regular Interest LT-2A1, REMIC I Regular Interest
LT-2A2, REMIC I Regular Interest LT-2A3, REMIC I Regular Interest
LT-M1, REMIC I Regular Interest LT-M2, REMIC I Regular Interest
LT-M3, REMIC I Regular Interest LT-M4, REMIC I Regular Interest
LT-M5, REMIC I Regular Interest LT-M6, REMIC I Regular Interest
LT-M7, REMIC Regular Interest LT-M8, REMIC Regular Interest LT-M9,
REMIC Regular Interest LT-M10 and REMIC I Regular Interest LT-B, in
each case as of such date of determination.
REMIC I Overcollateralization
Target Amount : 0.50% 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) 50% of
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 Interests LT-1A, LT-2A1, LT-2A2, LT-2A3, LT-M1, LT-M2,
LT-M3, LT-M4, LT-M5, REMIC I Regular Interest LT-M6, REMIC I
Regular Interest LT-M7, LT-M8, LT-M9, LT-M10 and LT-B and
the
denominator of which is the sum of
the Uncertificated Principal Balances of REMIC I Regular Interests
LT-1A, LT-1A2, LT-2A1, LT-2A2, LT-2A3, LT-M1, LT-M2, LT-M3, LT-M4,
LT-M5, LT-M6, LT-M7, LT-M8, LT-M9, LT-M10, LT-B and
LT-ZZ.
REMIC I Regular
Interests : REMIC I
Regular Interest LT-AA, REMIC I Regular Interest LT-1A, REMIC I
Regular Interest LT-2A1, REMIC I Regular Interest LT-2A2, REMIC I
Regular Interest LT-2A3, REMIC I Regular Interest LT-M1, REMIC I
Regular Interest LT-M2, REMIC I Regular Interest LT-M3, REMIC I
Regular Interest LT-M4, REMIC I Regular Interest LT-M5, REMIC I
Regular Interest LT-M6, REMIC I Regular Interest LT-M-7, REMIC
Regular Interest LT-M8, REMIC Regular Interest LT-M9, REMIC Regular
Interest LT-M10, REMIC I Regular Interest LT-B, REMIC I Regular
Interest LT-ZZ, REMIC, REMIC I Regular Interest LT-P, REMIC I
Regular Interest LT-R, REMIC I Regular Interest LT-1SUB, REMIC I
Regular Interest LT-1GRP, REMIC I Regular Interest LT-2SUB, REMIC I
Regular Interest LT-2GRP and REMIC I Regular Interest
LT-XX.
REMIC I Regular Interest
LT-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
LT-1A : 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
LT-2A1 : 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
LT-2A2 : 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
LT-2A3 : 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
LT-M1 : 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
LT-M2 : 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
LT-M3 : 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
LT-M4 : 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
LT-M5 : 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
LT-M6 : 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
LT-M7 : 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
LT-M8 : 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
LT-M9 : 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
LT-M10 : 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
LT-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
LT-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
LT-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, 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
LT-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, 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
LT-1SUB : 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
LT-1GRP : 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
LT-2SUB : 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
LT-2GRP : 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
LT-XX : 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 LT-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 LT-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 LT-1A,
LT-2A1, LT-2A2, LT-2A3, LT-M1, LT-M2, LT-M3, LT-M4, LT-M5,
LT-M6,
LT-M7, LT-M8, LT-M9, LT-M10 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 I Sub WAC Allocation
Percentage : 50% of any
amount payable or loss attributable from the Mortgage Loans, which
shall be allocated to REMIC I Regular Interest LT-1SUB, REMIC I
Regular Interest LT-1GRP, REMIC I Regular Interest LT-2SUB, REMIC I
Regular Interest LT2-GRP and REMIC I Regular Interest
LT-XX.
REMIC I Subordinate Balance
Ratio : The ratio among
the Uncertificated Principal Balances of each REMIC I Regular
Interest ending with the designation “SUB,”, equal to
the ratio among, with respect to each such REMIC I Regular
Interest, the excess of (x) the aggregate Stated Principal Balance
of the Mortgage Loans in the related Loan Group over (y) the
Certificate Principal Balance of the Class A Certificates, Class R
Certificates and Class P Certificates in the related Loan
Group.
REMIC II Regular
Certificates : Any of the
Class 1-A, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8, Class M-9, Class M-10, 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 Countrywide 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) with respect to any Fixed Rate Mortgage
Loan, have a Mortgage Rate not less than or no more than 1% per
annum higher than the Mortgage Rate of the Deleted Mortgage Loan
and, with respect to any Adjustable Rate Mortgage Loan: (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, 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.
Sellers : Countrywide, in its capacity as seller of the
Countrywide Mortgage Loans to the Depositor and Park Sienna, in its
capacity as seller of the Park Sienna Mortgage Loans to the
Depositor.
Seller Shortfall Interest
Requirement : With
respect to the Distribution Date in October 2005 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 1-A, Class 2-A-1, Class
2-A-2, Class 2-A-3 and Class A-R Certificates.
Senior Enhancement
Percentage : With respect
to any Distribution Date, a 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 Senior Certificates has been reduced to
zero, the aggregate Certificate Principal Balance of the Senior
Certificates, or (ii) after such time, the Certificate Principal
Balance of the most senior Class of Subordinated 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, 0.50% 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 Principal 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 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 (a) the
Distribution Date on which the aggregate Certificate Principal
Balance of the Senior Certificates has been reduced to zero and (b)
the later to occur of (1) the Distribution Date in October 2008 and
(2) 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 55.60% 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:
|
|
Stepdown Target
Subordination Percentage
|
|
Class M-1
|
36.80%
|
|
Class M-2
|
29.80%
|
|
Class M-3
|
25.60%
|
|
Class M-4
|
21.80%
|
|
Class M-5
|
18.30%
|
|
Class M-6
|
15.30%
|
|
Class M-7
|
12.60%
|
|
Class M-8
|
10.10%
|
|
Class M-9
|
7.90%
|
|
Class M-10
|
5.90%
|
|
Class B
|
4.20%
|
Subordinate
Certificates : The Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class 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.
Subordinate Corridor
Contract : The
transaction evidenced by the Confirmation and Agreement for the
benefit of the Subordinate Certificateholders (as assigned to the
Corridor Contract Administratore pursuant to the Corridor Contract
Novation Agreement), a form of which is attached hereto as Exhibit
R.
Subordinate Corridor Contract
Termination Date : The
Distribution Date in March 2012.
Subordinate Confirmation And
Agreement : The
Confirmation and Agreement dated August 26, 2005, reference number
FXNEC7358, evidencing the Subordinate Corridor Contract.
Subordinate 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 Subordinate Corridor Contract for
such Distribution Date (other than any payment in respect of an
early termination of the Subordinate Corridor Contract), an amount
equal to the product of (i) the excess, if any, of (x) One-Month
LIBOR (as determined pursuant to the Subordinate Corridor Contract)
over (y) the related Strike Rate (as defined in the Subordinate
Corridor Contract), (ii) the lesser of (x) the related Notional
Balance (as defined in the Subordinate Corridor Contract) for such
Distribution Date and (y) the aggregate Certificate Principal
Balance of the Subordinate Certificates immediately prior to such
Distribution Date and (iii) the Day Count Fraction (as defined in
the Subordinate Corridor Contract), and (b) with respect to any
payment received by the Corridor Contract Administrator from the
Subordinate 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 Subordinate Corridor
Contract) for the first Distribution Date on or after the early
termination of the Subordinate Corridor Contract and (y) the
aggregate Certificate Principal Balance of the Subordinate
Certificates immediately prior to the first Distribution Date on or
after the early termination of the Subordinate Corridor Contract,
and the denominator of which is equal to the related Notional
Balance (as defined in the Subordinate Corridor Contract) for the
first Distribution Date on or after the early termination of the
Subordinate Corridor Contract and (ii) the amount of such payment
received in respect of such early termination. Notwithstanding the
foregoing, in the event that the Subordinate Certificates are
retired prior to the termination of the Subordinate Corridor
Contract, the Subordinate Net Corridor Contract Payment for any
Distribution Date following the Distribution Date on which such
Subordinate Certificates are retired shall be $0.
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(c).
Substitution Amount
: With respect to any Mortgage Loan
substituted pursuant to Section 2.03(c), 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.
Three-Year Hybrid Mortgage
Loan : A Mortgage Loan
having a Mortgage Rate that is fixed for 36 months after
origination thereof before such Mortgage Rate becomes subject to
adjustment.
Transfer : Any direct or indirect transfer or sale of any
Ownership Interest in a Certificate.
