Pooling And Servicing Agreement

CWABS, INC., Depositor COUNTRYWIDE HOME LOANS, INC., Seller PARK MONACO INC., Seller PARK SIENNA LLC, Seller PARK GRANADA LLC, Seller COUNTRYWIDE LFT LLC, Seller COUNTRYWIDE HOME LOANS SERVICING LP, Master Servicer THE BANK OF NEW YORK, Trustee POOLING ...

 

CWABS, INC.,

Depositor

 

COUNTRYWIDE HOME LOANS, INC.,

Seller

PARK MONACO INC.,

Seller

PARK SIENNA LLC,

Seller

PARK GRANADA LLC,

Seller

COUNTRYWIDE LFT LLC,

Seller

COUNTRYWIDE HOME LOANS SERVICING LP,

Master Servicer

THE BANK OF NEW YORK,

Trustee

____________________________________

 

POOLING AND SERVICING AGREEMENT

 

Dated as of December 1, 2005

____________________________________

 

ASSET-BACKED CERTIFICATES, SERIES 2005-BC5

 



 

Table of Contents

ARTICLE I.

DEFINITIONS

Section 1.01

Defined Terms.

Section 1.02

Certain Interpretive Provisions.

ARTICLE II.

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.01

Conveyance of Mortgage Loans.

Section 2.02

Acceptance by Trustee 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, the Certificateholders, the NIM Insurer, the Class 2-A-2 Insurer 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; Pre-Funding 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, Carryover Reserve Fund and the Principal 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

[Reserved].

Section 3.20

Prepayment Charges.

Section 3.21

Swap Contract.

 



 

ARTICLE IV.

DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

Section 4.01

Advances; Remittance Reports.

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

Class 2-A-2 Policy.

Section 4.07

Carryover Reserve Fund.

Section 4.08

[reserved].

Section 4.09

Swap Trust and Swap Account.

Section 4.10

Distributions on REMIC 1 and REMIC 2 Regular Interests.

Section 4.11

Allocation of Realized Losses to REMIC 1 and REMIC 2 Regular Interests.

Section 4.12

Tax Treatment of Swap Payments and Swap Termination Payments.

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 SELLERS

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, the NIM Insurer 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.

Section 8.12

Access to Records of the Trustee.

Section 8.13

Suits for Enforcement.

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.

Section 10.11

Rights of NIM Insurer.

Section 10.12

The Class 2-A-2 Insurer Rights.

 

Exhibits

 

EXHIBIT A

Forms of Certificates

EXHIBIT A-1

Form of Class 1-A Certificate

EXHIBIT A-2

Form of Class 2-A-1 Certificate

EXHIBIT A-3

Form of Class 2-A-2 Certificate

EXHIBIT A-4

Form of Class 3-A-1 Certificate

EXHIBIT A-5

Form of Class 3-A-2 Certificate

EXHIBIT A-6

Form of Class 3-A-3 Certificate

EXHIBIT A-7

Form of Class M-1 Certificate

EXHIBIT A-8

Form of Class M-2 Certificate

EXHIBIT A-9

Form of Class M-3 Certificate

EXHIBIT A-10

Form of Class M-4 Certificate

EXHIBIT A-11

Form of Class M-5 Certificate

 



 

EXHIBIT A-12

Form of Class M-6 Certificate

EXHIBIT A-13

Form of Class M-7 Certificate

EXHIBIT A-14

Form of Class M-8 Certificate

EXHIBIT A-15

Form of Class B Certificate

EXHIBIT B

Form of Class P Certificate

EXHIBIT C

Form of Class C Certificate

EXHIBIT D

Form of 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 (Initial Mortgage Loans)

EXHIBIT G-2

Form of Interim Certification of Trustee

EXHIBIT G-3

Form of Delay Delivery Certification

EXHIBIT G-4

Form of Initial Certification of Trustee (Subsequent Mortgage Loans)

EXHIBIT H

Form of Final Certification of Trustee

EXHIBIT I

Transfer Affidavit for Class A-R Certificates

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 Document Release

EXHIBIT N

Form of Request for File Release

EXHIBIT O

Copy of Depository Agreement

EXHIBIT P

Form of Subsequent Transfer Agreement

EXHIBIT Q

[Reserved]

EXHIBIT R

[Reserved]

EXHIBIT S-1

[Reserved]

EXHIBIT S-2

[Reserved]

EXHIBIT T

Officer’s Certificate with respect to Prepayments

EXHIBIT U

Form of Swap Contract

EXHIBIT V-1

Form of Swap Contract Assignment Agreement

EXHIBIT V-2

Form of Swap Contract Administration Agreement

EXHIBIT V-3

Form of Swap Guarantee

SCHEDULE I

Prepayment Charge Schedule and Prepayment Charge Summary

SCHEDULE II

Collateral Schedule

 



 

POOLING AND SERVICING AGREEMENT, dated as of December 1, 2005, by and among CWABS, INC., a Delaware corporation, as depositor (the “Depositor”), COUNTRYWIDE HOME LOANS, INC., a New York corporation, as seller (“CHL” or a “Seller”), PARK MONACO INC., a Delaware corporation, as a seller (“Park Monaco” or a “Seller”), PARK GRANADA LLC, a Delaware limited liability company, as a seller (“Park Granada” or a “Seller”), COUNTRYWIDE LFT LLC, a Delaware limited liability company, as a seller (“Countrywide LFT LLC” or a “Seller”), PARK SIENNA LLC, a Delaware limited liability company, as a seller (“Park Sienna” or a “Seller”, and together with CHL, Park Granada, Countrywide LFT LLC and Park Monaco, the “Sellers”), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership, as master servicer (the “Master Servicer”), 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 Swap Contract, the Swap Trust, the Swap Account 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 1.” The R-1-R Interest will represent the sole class of “residual interests” in REMIC 1 for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, REMIC 1 Remittance Rate and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC 1 (the “REMIC 1 Regular Interests”). The “latest possible maturity date” (determined for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC 1 Regular Interest shall be the 360th Distribution Date. None of the REMIC 1 Regular Interests will be certificated.

Designation

 

REMIC 1
Remittance Rate

 

Initial
Uncertificated
Principal Balance

 

Latest Possible
Maturity Date

I

 

(1)

 

$

            61,423,085.64

 

February 25, 2036

I-1-A

 

(1)

 

$

            2,084,507.01

 

February 25, 2036

I-1-B

 

(1)

 

$

            2,084,507.01

 

February 25, 2036

I-2-A

 

(1)

 

$

            2,258,011.05

 

February 25, 2036

I-2-B

 

(1)

 

$

            2,258,011.05

 

February 25, 2036

I-3-A

 

(1)

 

$

            2,426,583.19

 

February 25, 2036

I-3-B

 

(1)

 

$

            2,426,583.19

 

February 25, 2036

I-4-A

 

(1)

 

$

            2,589,722.67

 

February 25, 2036

I-4-B

 

(1)

 

$

            2,589,722.67

 

February 25, 2036

I-5-A

 

(1)

 

$

            2,746,750.13

 

February 25, 2036

I-5-B

 

(1)

 

$

            2,746,750.13

 

February 25, 2036

I-6-A

 

(1)

 

$

            9,754,159.19

 

February 25, 2036

I-6-B

 

(1)

 

$

            9,754,159.19

 

February 25, 2036

I-7-A

 

(1)

 

$

            2,825,313.04

 

February 25, 2036

I-7-B

 

(1)

 

$

            2,825,313.04

 

February 25, 2036

I-8-A

 

(1)

 

$

            2,954,499.88

 

February 25, 2036

I-8-B

 

(1)

 

$

            2,954,499.88

 

February 25, 2036

I-9-A

 

(1)

 

$

            3,073,831.46

 

February 25, 2036

I-9-B

 

(1)

 

$

            3,073,831.46

 

February 25, 2036

I-10-A

 

(1)

 

$

            3,184,505.32

 

February 25, 2036

I-10-B

 

(1)

 

$

            3,184,505.32

 

February 25, 2036

I-11-A

 

(1)

 

$

            3,211,419.62

 

February 25, 2036

I-11-B

 

(1)

 

$

            3,211,419.62

 

February 25, 2036

I-12-A

 

(1)

 

$

            3,304,179.44

 

February 25, 2036

I-12-B

 

(1)

 

$

            3,304,179.44

 

February 25, 2036

I-13-A

 

(1)

 

$

            3,365,548.27

 

February 25, 2036

I-13-B

 

(1)

 

$

            3,365,548.27

 

February 25, 2036

I-14-A

 

(1)

 

$

            3,431,851.94

 

February 25, 2036

I-14-B

 

(1)

 

$

            3,431,851.94

 

February 25, 2036

I-15-A

 

(1)

 

$

            3,307,420.07

 

February 25, 2036

I-15-B

 

(1)

 

$

            3,307,420.07

 

February 25, 2036

I-16-A

 

(1)

 

$

            3,186,382.96

 

February 25, 2036

I-16-B

 

(1)

 

$

            3,186,382.96

 

February 25, 2036

I-17-A

 

(1)

 

$

            3,069,522.98

 

February 25, 2036

I-17-B

 

(1)

 

$

            3,069,522.98

 

February 25, 2036

I-18-A

 

(1)

 

$

            2,956,691.73

 

February 25, 2036

I-18-B

 

(1)

 

$

            2,956,691.73

 

February 25, 2036

I-19-A

 

(1)

 

$

            2,847,745.64

 

February 25, 2036

I-19-B

 

(1)

 

$

            2,847,745.64

 

February 25, 2036

I-20-A

 

(1)

 

$

            4,536,764.17

 

February 25, 2036

I-20-B

 

(1)

 

$

            4,536,764.17

 

February 25, 2036

I-21-A

 

(1)

 

$

            4,266,797.08

 

February 25, 2036

I-21-B

 

(1)

 

$

            4,266,797.08

 

February 25, 2036

 

 



 

 

Designation

 

REMIC 1
Remittance Rate

 

Initial
Uncertificated
Principal Balance

 

Latest Possible
Maturity Date

I-22-A

 

(1)

 

$

            4,013,202.27

 

February 25, 2036

I-22-B

 

(1)

 

$

            4,013,202.27

 

February 25, 2036

I-23-A

 

(1)

 

$

            3,774,951.88

 

February 25, 2036

I-23-B

 

(1)

 

$

            3,774,951.88

 

February 25, 2036

I-24-A

 

(1)

 

$

            7,027,031.96

 

February 25, 2036

I-24-B

 

(1)

 

$

            7,027,031.96

 

February 25, 2036

I-25-A

 

(1)

 

$

            3,087,441.64

 

February 25, 2036

I-25-B

 

(1)

 

$

            3,087,441.64

 

February 25, 2036

I-26-A

 

(1)

 

$

            1,948,003.94

 

February 25, 2036

I-26-B

 

(1)

 

$

            1,948,003.94

 

February 25, 2036

I-27-A

 

(1)

 

$

            1,871,373.14

 

February 25, 2036

I-27-B

 

(1)

 

$

            1,871,373.14

 

February 25, 2036

I-28-A

 

(1)

 

$

            1,797,410.12

 

February 25, 2036

I-28-B

 

(1)

 

$

            1,797,410.12

 

February 25, 2036

I-29-A

 

(1)

 

$

            1,726,017.82

 

February 25, 2036

I-29-B

 

(1)

 

$

            1,726,017.82

 

February 25, 2036

I-30-A

 

(1)

 

$

            1,657,102.30

 

February 25, 2036

I-30-B

 

(1)

 

$

            1,657,102.30

 

February 25, 2036

I-31-A

 

(1)

 

$

            1,590,573.15

 

February 25, 2036

I-31-B

 

(1)

 

$

            1,590,573.15

 

February 25, 2036

I-32-A

 

(1)

 

$

            1,748,094.53

 

February 25, 2036

I-32-B

 

(1)

 

$

            1,748,094.53

 

February 25, 2036

I-33-A

 

(1)

 

$

            1,667,484.08

 

February 25, 2036

I-33-B

 

(1)

 

$

            1,667,484.08

 

February 25, 2036

I-34-A

 

(1)

 

$

            1,590,396.23

 

February 25, 2036

I-34-B

 

(1)

 

$

            1,590,396.23

 

February 25, 2036

I-35-A

 

(1)

 

$

            1,516,657.01

 

February 25, 2036

I-35-B

 

(1)

 

$

            1,516,657.01

 

February 25, 2036

I-36-A

 

(1)

 

$

            1,446,101.54

 

February 25, 2036

I-36-B

 

(1)

 

$

            1,446,101.54

 

February 25, 2036

I-37-A

 

(1)

 

$

            3,491,358.13

 

February 25, 2036

I-37-B

 

(1)

 

$

            3,491,358.13

 

February 25, 2036

I-38-A

 

(1)

 

$

            1,140,175.42

 

February 25, 2036

I-38-B

 

(1)

 

$

            1,140,175.42

 

February 25, 2036

I-39-A

 

(1)

 

$

            1,093,325.86

 

February 25, 2036

I-39-B

 

(1)

 

$

            1,093,325.86

 

February 25, 2036

I-40-A

 

(1)

 

$

            1,048,040.11

 

February 25, 2036

I-40-B

 

(1)

 

$

            1,048,040.11

 

February 25, 2036

I-41-A

 

(1)

 

$

            1,004,265.00

 

February 25, 2036

I-41-B

 

(1)

 

$

            1,004,265.00

 

February 25, 2036

I-42-A

 

(1)

 

$

            961,945.87

 

February 25, 2036

I-42-B

 

(1)

 

$

            961,945.87

 

February 25, 2036

I-43-A

 

(1)

 

$

            921,029.37

 

February 25, 2036

I-43-B

 

(1)

 

$

            921,029.37

 

February 25, 2036

 

 

 

 



 

 

Designation

 

REMIC 1
Remittance Rate

 

Initial
Uncertificated
Principal Balance

 

Latest Possible
Maturity Date

I-44-A

 

(1)

 

$

            884,520.10

 

February 25, 2036

I-44-B

 

(1)

 

$

            884,520.10

 

February 25, 2036

I-45-A

 

(1)

 

$

            848,815.98

 

February 25, 2036

I-45-B

 

(1)

 

$

            848,815.98

 

February 25, 2036

I-46-A

 

(1)

 

$

            816,843.44

 

February 25, 2036

I-46-B

 

(1)

 

$

            816,843.44

 

February 25, 2036

I-47-A

 

(1)

 

$

            785,984.51

 

February 25, 2036

I-47-B

 

(1)

 

$

            785,984.51

 

February 25, 2036

I-48-A

 

(1)

 

$

            756,168.24

 

February 25, 2036

I-48-B

 

(1)

 

$

            756,168.24

 

February 25, 2036

I-49-A

 

(1)

 

$

            746,929.54

 

February 25, 2036

I-49-B

 

(1)

 

$

            746,929.54

 

February 25, 2036

I-50-A

 

(1)

 

$

            717,827.64

 

February 25, 2036

I-50-B

 

(1)

 

$

            717,827.64

 

February 25, 2036

I-51-A

 

(1)

 

$

            688,978.64

 

February 25, 2036

I-51-B

 

(1)

 

$

            688,978.64

 

February 25, 2036

I-52-A

 

(1)

 

$

            663,923.08

 

February 25, 2036

I-52-B

 

(1)

 

$

            663,923.08

 

February 25, 2036

I-53-A

 

(1)

 

$

            20,874,329.88

 

February 25, 2036

I-53-B

 

(1)

 

$

            20,874,329.88

 

February 25, 2036

II

 

(1)

 

$

            60,201,616.74

 

February 25, 2036

II-1-A

 

(1)

 

$

            2,043,054.19

 

February 25, 2036

II-1-B

 

(1)

 

$

            2,043,054.19

 

February 25, 2036

II-2-A

 

(1)

 

$

            2,213,107.89

 

February 25, 2036

II-2-B

 

(1)

 

$

            2,213,107.89

 

February 25, 2036

II-3-A

 

(1)

 

$

            2,378,327.78

 

February 25, 2036

II-3-B

 

(1)

 

$

            2,378,327.78

 

February 25, 2036

II-4-A

 

(1)

 

$

            2,538,223.04

 

February 25, 2036

II-4-B

 

(1)

 

$

            2,538,223.04

 

February 25, 2036

II-5-A

 

(1)

 

$

            2,692,127.83

 

February 25, 2036

II-5-B

 

(1)

 

$

            2,692,127.83

 

February 25, 2036

II-6-A

 

(1)

 

$

            9,560,186.49

 

February 25, 2036

II-6-B

 

(1)

 

$

            9,560,186.49

 

February 25, 2036

II-7-A

 

(1)

 

$

            2,769,128.44

 

February 25, 2036

II-7-B

 

(1)

 

$

            2,769,128.44

 

February 25, 2036

II-8-A

 

(1)

 

$

            2,895,746.25

 

February 25, 2036

II-8-B

 

(1)

 

$

            2,895,746.25

 

February 25, 2036

II-9-A

 

(1)

 

$

            3,012,704.78

 

February 25, 2036

II-9-B

 

(1)

 

$

            3,012,704.78

 

February 25, 2036

II-10-A

 

(1)

 

$

            3,121,177.76

 

February 25, 2036

II-10-B

 

(1)

 

$

            3,121,177.76

 

February 25, 2036

II-11-A

 

(1)

 

$

            3,147,556.84

 

February 25, 2036

II-11-B

 

(1)

 

$

            3,147,556.84

 

February 25, 2036

II-12-A

 

(1)

 

$

            3,238,472.03

 

February 25, 2036

 

 



 

 

Designation

 

REMIC 1
Remittance Rate

 

Initial
Uncertificated
Principal Balance

 

Latest Possible
Maturity Date

II-12-B

 

(1)

 

$

            3,238,472.03

 

February 25, 2036

II-13-A

 

(1)

 

$

            3,298,620.46

 

February 25, 2036

II-13-B

 

(1)

 

$

            3,298,620.46

 

February 25, 2036

II-14-A

 

(1)

 

$

            3,363,605.61

 

February 25, 2036

II-14-B

 

(1)

 

$

            3,363,605.61

 

February 25, 2036

II-15-A

 

(1)

 

$

            3,241,648.21

 

February 25, 2036

II-15-B

 

(1)

 

$

            3,241,648.21

 

February 25, 2036

II-16-A

 

(1)

 

$

            3,123,018.06

 

February 25, 2036

II-16-B

 

(1)

 

$

            3,123,018.06

 

February 25, 2036

II-17-A

 

(1)

 

$

            3,008,481.97

 

February 25, 2036

II-17-B

 

(1)

 

$

            3,008,481.97

 

February 25, 2036

II-18-A

 

(1)

 

$

            2,897,894.51

 

February 25, 2036

II-18-B

 

(1)

 

$

            2,897,894.51

 

February 25, 2036

II-19-A

 

(1)

 

$

            2,791,114.94

 

February 25, 2036

II-19-B

 

(1)

 

$

            2,791,114.94

 

February 25, 2036

II-20-A

 

(1)

 

$

            4,446,545.38

 

February 25, 2036

II-20-B

 

(1)

 

$

            4,446,545.38

 

February 25, 2036

II-21-A

 

(1)

 

$

            4,181,946.90

 

February 25, 2036

II-21-B

 

(1)

 

$

            4,181,946.90

 

February 25, 2036

II-22-A

 

(1)

 

$

            3,933,395.11

 

February 25, 2036

II-22-B

 

(1)

 

$

            3,933,395.11

 

February 25, 2036

II-23-A

 

(1)

 

$

            3,699,882.61

 

February 25, 2036

II-23-B

 

(1)

 

$

            3,699,882.61

 

February 25, 2036

II-24-A

 

(1)

 

$

            6,887,291.33

 

February 25, 2036

II-24-B

 

(1)

 

$

            6,887,291.33

 

February 25, 2036

II-25-A

 

(1)

 

$

            3,026,044.30

 

February 25, 2036

II-25-B

 

(1)

 

$

            3,026,044.30

 

February 25, 2036

II-26-A

 

(1)

 

$

            1,909,265.64

 

February 25, 2036

II-26-B

 

(1)

 

$

            1,909,265.64

 

February 25, 2036

II-27-A

 

(1)

 

$

            1,834,158.72

 

February 25, 2036

II-27-B

 

(1)

 

$

            1,834,158.72

 

February 25, 2036

II-28-A

 

(1)

 

$

            1,761,666.55

 

February 25, 2036

II-28-B

 

(1)

 

$

            1,761,666.55

 

February 25, 2036

II-29-A

 

(1)

 

$

            1,691,693.96

 

February 25, 2036

II-29-B

 

(1)

 

$

            1,691,693.96

 

February 25, 2036

II-30-A

 

(1)

 

$

            1,624,148.91

 

February 25, 2036

II-30-B

 

(1)

 

$

            1,624,148.91

 

February 25, 2036

II-31-A

 

(1)

 

$

            1,558,942.77

 

February 25, 2036

II-31-B

 

(1)

 

$

            1,558,942.77

 

February 25, 2036

II-32-A

 

(1)

 

$

            1,713,331.65

 

February 25, 2036

II-32-B

 

(1)

 

$

            1,713,331.65

 

February 25, 2036

II-33-A

 

(1)

 

$

            1,634,324.24

 

February 25, 2036

II-33-B

 

(1)

 

$

            1,634,324.24

 

February 25, 2036

II-34-A

 

(1)

 

$

            1,558,769.36

 

February 25, 2036

 

 



 

 

Designation

 

REMIC 1
Remittance Rate

 

Initial
Uncertificated
Principal Balance

 

Latest Possible
Maturity Date

II-34-B

 

(1)

 

$

            1,558,769.36

 

February 25, 2036

II-35-A

 

(1)

 

$

            1,486,496.54

 

February 25, 2036

II-35-B

 

(1)

 

$

            1,486,496.54

 

February 25, 2036

II-36-A

 

(1)

 

$

            1,417,344.14

 

February 25, 2036

II-36-B

 

(1)

 

$

            1,417,344.14

 

February 25, 2036

II-37-A

 

(1)

 

$

            3,421,928.44

 

February 25, 2036

II-37-B

 

(1)

 

$

            3,421,928.44

 

February 25, 2036

II-38-A

 

(1)

 

$

            1,117,501.71

 

February 25, 2036

II-38-B

 

(1)

 

$

            1,117,501.71

 

February 25, 2036

II-39-A

 

(1)

 

$

            1,071,583.81

 

February 25, 2036

II-39-B

 

(1)

 

$

            1,071,583.81

 

February 25, 2036

II-40-A

 

(1)

 

$

            1,027,198.63

 

February 25, 2036

II-40-B

 

(1)

 

$

            1,027,198.63

 

February 25, 2036

II-41-A

 

(1)

 

$

            984,294.03

 

February 25, 2036

II-41-B

 

(1)

 

$

            984,294.03

 

February 25, 2036

II-42-A

 

(1)

 

$

            942,816.47

 

February 25, 2036

II-42-B

 

(1)

 

$

            942,816.47

 

February 25, 2036

II-43-A

 

(1)

 

$

            902,713.64

 

February 25, 2036

II-43-B

 

(1)

 

$

            902,713.64

 

February 25, 2036

II-44-A

 

(1)

 

$

            866,930.40

 

February 25, 2036

II-44-B

 

(1)

 

$

            866,930.40

 

February 25, 2036

II-45-A

 

(1)

 

$

            831,936.30

 

February 25, 2036

II-45-B

 

(1)

 

$

            831,936.30

 

February 25, 2036

II-46-A

 

(1)

 

$

            800,599.56

 

February 25, 2036

II-46-B

 

(1)

 

$

            800,599.56

 

February 25, 2036

II-47-A

 

(1)

 

$

            770,354.30

 

February 25, 2036

II-47-B

 

(1)

 

$

            770,354.30

 

February 25, 2036

II-48-A

 

(1)

 

$

            741,130.97

 

February 25, 2036

II-48-B

 

(1)

 

$

            741,130.97

 

February 25, 2036

II-49-A

 

(1)

 

$

            732,075.98

 

February 25, 2036

II-49-B

 

(1)

 

$

            732,075.98

 

February 25, 2036

II-50-A

 

(1)

 

$

            703,552.81

 

February 25, 2036

II-50-B

 

(1)

 

$

            703,552.81

 

February 25, 2036

II-51-A

 

(1)

 

$

            675,277.50

 

February 25, 2036

II-51-B

 

(1)

 

$

            675,277.50

 

February 25, 2036

II-52-A

 

(1)

 

$

            650,720.20

 

February 25, 2036

II-52-B

 

(1)

 

$

            650,720.20

 

February 25, 2036

II-53-A

 

(1)

 

$

            20,459,219.76

 

February 25, 2036

II-53-B

 

(1)

 

$

            20,459,219.76

 

February 25, 2036

III

 

(1)

 

$

            44,147,750.85

 

February 25, 2036

III-1-A

 

(1)

 

$

            1,498,236.30

 

February 25, 2036

III-1-B

 

(1)

 

$

            1,498,236.30

 

February 25, 2036

III-2-A

 

(1)

 

$

            1,622,942.06

 

February 25, 2036

III-2-B

 

(1)

 

$

            1,622,942.06

 

February 25, 2036

 

 



 

 

Designation

 

REMIC 1
Remittance Rate

 

Initial
Uncertificated
Principal Balance

 

Latest Possible
Maturity Date

III-3-A

 

(1)

 

$

            1,744,103.03

 

February 25, 2036

III-3-B

 

(1)

 

$

            1,744,103.03

 

February 25, 2036

III-4-A

 

(1)

 

$

            1,861,359.29

 

February 25, 2036

III-4-B

 

(1)

 

$

            1,861,359.29

 

February 25, 2036

III-5-A

 

(1)

 

$

            1,974,222.54

 

February 25, 2036

III-5-B

 

(1)

 

$

            1,974,222.54

 

February 25, 2036

III-6-A

 

(1)

 

$

            7,010,787.32

 

February 25, 2036

III-6-B

 

(1)

 

$

            7,010,787.32

 

February 25, 2036

III-7-A

 

(1)

 

$

            2,030,689.52

 

February 25, 2036

III-7-B

 

(1)

 

$

            2,030,689.52

 

February 25, 2036

III-8-A

 

(1)

 

$

            2,123,542.37

 

February 25, 2036

III-8-B

 

(1)

 

$

            2,123,542.37

 

February 25, 2036

III-9-A

 

(1)

 

$

            2,209,311.76

 

February 25, 2036

III-9-B

 

(1)

 

$

            2,209,311.76

 

February 25, 2036

III-10-A

 

(1)

 

$

            2,288,858.43

 

February 25, 2036

III-10-B

 

(1)

 

$

            2,288,858.43

 

February 25, 2036

III-11-A

 

(1)

 

$

            2,308,203.04

 

February 25, 2036

III-11-B

 

(1)

 

$

            2,308,203.04

 

February 25, 2036

III-12-A

 

(1)

 

$

            2,374,874.03

 

February 25, 2036

III-12-B

 

(1)

 

$

            2,374,874.03

 

February 25, 2036

III-13-A

 

(1)

 

$

            2,418,982.78

 

February 25, 2036

III-13-B

 

(1)

 

$

            2,418,982.78

 

February 25, 2036

III-14-A

 

(1)

 

$

            2,466,638.45

 

February 25, 2036

III-14-B

 

(1)

 

$

            2,466,638.45

 

February 25, 2036

III-15-A

 

(1)

 

$

            2,377,203.22

 

February 25, 2036

III-15-B

 

(1)

 

$

            2,377,203.22

 

February 25, 2036

III-16-A

 

(1)

 

$

            2,290,207.98

 

February 25, 2036

III-16-B

 

(1)

 

$

            2,290,207.98

 

February 25, 2036

III-17-A

 

(1)

 

$

            2,206,215.05

 

February 25, 2036

III-17-B

 

(1)

 

$

            2,206,215.05

 

February 25, 2036

III-18-A

 

(1)

 

$

            2,125,117.76

 

February 25, 2036

III-18-B

 

(1)

 

$

            2,125,117.76

 

February 25, 2036

III-19-A

 

(1)

 

$

            2,046,812.92

 

February 25, 2036

III-19-B

 

(1)

 

$

            2,046,812.92

 

February 25, 2036

III-20-A

 

(1)

 

$

            3,260,792.45

 

February 25, 2036

III-20-B

 

(1)

 

$

            3,260,792.45

 

February 25, 2036

III-21-A

 

(1)

 

$

            3,066,754.02

 

February 25, 2036

III-21-B

 

(1)

 

$

            3,066,754.02

 

February 25, 2036

III-22-A

 

(1)

 

$

            2,884,483.12

 

February 25, 2036

III-22-B

 

(1)

 

$

            2,884,483.12

 

February 25, 2036

III-23-A

 

(1)

 

$

            2,713,241.01

 

February 25, 2036

III-23-B

 

(1)

 

$

            2,713,241.01

 

February 25, 2036

III-24-A

 

(1)

 

$

            5,050,668.70

 

February 25, 2036

III-24-B

 

(1)

 

$

            5,050,668.70

 

February 25, 2036

 

 



 

 

Designation

 

REMIC 1
Remittance Rate

 

Initial
Uncertificated
Principal Balance

 

Latest Possible
Maturity Date

III-25-A

 

(1)

 

$

            2,219,094.06

 

February 25, 2036

III-25-B

 

(1)

 

$

            2,219,094.06

 

February 25, 2036

III-26-A

 

(1)

 

$

            1,400,124.92

 

February 25, 2036

III-26-B

 

(1)

 

$

            1,400,124.92

 

February 25, 2036

III-27-A

 

(1)

 

$

            1,345,046.64

 

February 25, 2036

III-27-B

 

(1)

 

$

            1,345,046.64

 

February 25, 2036

III-28-A

 

(1)

 

$

            1,291,885.83

 

February 25, 2036

III-28-B

 

(1)

 

$

            1,291,885.83

 

February 25, 2036

III-29-A

 

(1)

 

$

            1,240,572.72

 

February 25, 2036

III-29-B

 

(1)

 

$

            1,240,572.72

 

February 25, 2036

III-30-A

 

(1)

 

$

            1,191,039.80

 

February 25, 2036

III-30-B

 

(1)

 

$

            1,191,039.80

 

February 25, 2036

III-31-A

 

(1)

 

$

            1,143,222.07

 

February 25, 2036

III-31-B

 

(1)

 

$

            1,143,222.07

 

February 25, 2036

III-32-A

 

(1)

 

$

            1,256,440.32

 

February 25, 2036

III-32-B

 

(1)

 

$

            1,256,440.32

 

February 25, 2036

III-33-A

 

(1)

 

$

            1,198,501.69

 

February 25, 2036

III-33-B

 

(1)

 

$

            1,198,501.69

 

February 25, 2036

III-34-A

 

(1)

 

$

            1,143,094.91

 

February 25, 2036

III-34-B

 

(1)

 

$

            1,143,094.91

 

February 25, 2036

III-35-A

 

(1)

 

$

            1,090,094.95

 

February 25, 2036

III-35-B

 

(1)

 

$

            1,090,094.95

 

February 25, 2036

III-36-A

 

(1)

 

$

            1,039,383.32

 

February 25, 2036

III-36-B

 

(1)

 

$

            1,039,383.32

 

February 25, 2036

III-37-A

 

(1)

 

$

            2,509,408.43

 

February 25, 2036

III-37-B

 

(1)

 

$

            2,509,408.43

 

February 25, 2036

III-38-A

 

(1)

 

$

            819,499.37

 

February 25, 2036

III-38-B

 

(1)

 

$

            819,499.37

 

February 25, 2036

III-39-A

 

(1)

 

$

            785,826.33

 

February 25, 2036

III-39-B

 

(1)

 

$

            785,826.33

 

February 25, 2036

III-40-A

 

(1)

 

$

            753,277.26

 

February 25, 2036

III-40-B

 

(1)

 

$

            753,277.26

 

February 25, 2036

III-41-A

 

(1)

 

$

            721,813.97

 

February 25, 2036

III-41-B

 

(1)

 

$

            721,813.97

 

February 25, 2036

III-42-A

 

(1)

 

$

            691,397.16

 

February 25, 2036

III-42-B

 

(1)

 

$

            691,397.16

 

February 25, 2036

III-43-A

 

(1)

 

$

            661,988.48

 

February 25, 2036

III-43-B

 

(1)

 

$

            661,988.48

 

February 25, 2036

III-44-A

 

(1)

 

$

            635,747.50

 

February 25, 2036

III-44-B

 

(1)

 

$

            635,747.50

 

February 25, 2036

III-45-A

 

(1)

 

$

            610,085.22

 

February 25, 2036

III-45-B

 

(1)

 

$

            610,085.22

 

February 25, 2036

III-46-A

 

(1)

 

$

            587,105.00

 

February 25, 2036

III-46-B

 

(1)

 

$

            587,105.00

 

February 25, 2036

 

 



 

 

Designation

 

REMIC 1
Remittance Rate

 

Initial
Uncertificated
Principal Balance

 

Latest Possible
Maturity Date

III-47-A

 

(1)

 

$

            564,925.19

 

February 25, 2036

III-47-B

 

(1)

 

$

            564,925.19

 

February 25, 2036

III-48-A

 

(1)

 

$

            543,494.79

 

February 25, 2036

III-48-B

 

(1)

 

$

            543,494.79

 

February 25, 2036

III-49-A

 

(1)

 

$

            536,854.49

 

February 25, 2036

III-49-B

 

(1)

 

$

            536,854.49

 

February 25, 2036

III-50-A

 

(1)

 

$

            515,937.54

 

February 25, 2036

III-50-B

 

(1)

 

$

            515,937.54

 

February 25, 2036

III-51-A

 

(1)

 

$

            495,202.36

 

February 25, 2036

III-51-B

 

(1)

 

$

            495,202.36

 

February 25, 2036

III-52-A

 

(1)

 

$

            477,193.72

 

February 25, 2036

III-52-B

 

(1)

 

$

            477,193.72

 

February 25, 2036

III-53-B

 

(1)

 

$

            15,003,393.35

 

February 25, 2036

III-53-B

 

(1)

 

$

            15,003,393.35

 

February 25, 2036

________________

(1)

Calculated in accordance with the definition of “REMIC 1 Remittance Rate” herein.

 

 



 

REMIC 2

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC 2. The R-2-R Interest will represent the sole class of “residual interests” in REMIC 2 for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, REMIC 2 Remittance Rate, initial Uncertificated Principal Balance or each of the “regular interests” in REMIC 2 (the “REMIC 2 Regular Interests”). The “latest possible maturity date” (determined for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC 2 Regular Interest shall be the 360th Distribution Date. None of the REMIC 2 Regular Interests will be certificated.

Designation

REMIC 2
Remittance Rate

Uncertificated
Principal Balance

Latest Possible
Maturity Date

 

LT-AA

(1)

$

465,499,817.83

February 25, 2036

LT-1A

(1)

$

1,395,680.00

February 25, 2036

LT-2A1

(1)

$

1,231,135.00

February 25, 2036

LT-2A2

(1)

$

136,790.00

February 25, 2036

LT-3A1

(1)

$

524,405.00

February 25, 2036

LT-3A2

(1)

$

373,015.00

February 25, 2036

LT-3A3

(1)

$

105,725.00

February 25, 2036

LT-M1

(1)

$

171,000.00

February 25, 2036

LT-M2

(1)

$

152,000.00

February 25, 2036

LT-M3

(1)

$

97,375.00

February 25, 2036

LT-M4

(1)

$

85,500.00

February 25, 2036

LT-M5

(1)

$

78,375.00

February 25, 2036

LT-M6

(1)

$

76,000.00

February 25, 2036

LT-M7

(1)

$

64,125.00

February 25, 2036

LT-M8

(1)

$

57,000.00

February 25, 2036

LT-B

(1)

$

59,375.00

February 25, 2036

LT-ZZ

(1)

$

4,892,496.28

February 25, 2036

LT-P

(1)

$

100.00

February 25, 2036

LT-AR

(1)

$

100.00

February 25, 2036

LT-1SUB

(1)

$

7,286.37

February 25, 2036

LT-1GRP

(1)

$

35,199.98

February 25, 2036

LT-2SUB

(1)

$

7,141.46

February 25, 2036

LT-2GRP

(1)

$

34,499.96

February 25, 2036

LT-3SUB

(1)

$

5,237.06

February 25, 2036

LT-3GRP

(1)

$

25,299.96

February 25, 2036

LT-XX

(1)

$

474,885,149.16

February 25, 2036

II-IO

(1)

 

(2)

February 25, 2036

________________________

(1)

Calculated as provided in the definition of “REMIC 2 Remittance Rate” herein.

(2)

REMIC 2 Regular Interest II-IO will not have an Uncertificated Principal Balance, but will accrue interest on its Uncertificated Notional Amount.

 



 

REMIC 3

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC 3. The R-3-R Interest will represent the sole class of “residual interests” in REMIC 3 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 3. The “latest possible maturity date” (determined for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of REMIC 3 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)

$

279,136,000.00

February 25, 2036

Class 2-A-1

(1)

$

246,227,000.00

February 25, 2036

Class 2-A-2

(1)

$

27,358,000.00

February 25, 2036

Class 3-A-1

(1)

$

104,881,000.00

February 25, 2036

Class 3-A-2

(1)

$

74,603,000.00

February 25, 2036

Class 3-A-3

(1)

$

21,145,000.00

February 25, 2036

Class M-1

(1)

$

34,200,000.00

February 25, 2036

Class M-2

(1)

$

30,400,000.00

February 25, 2036

Class M-3

(1)

$

19,475,000.00

February 25, 2036

Class M-4

(1)

$

17,100,000.00

February 25, 2036

Class M-5

(1)

$

15,675,000.00

February 25, 2036

Class M-6

(1)

$

15,200,000.00

February 25, 2036

Class M-7

(1)

$

12,825,000.00

February 25, 2036

Class M-8

(1)

$

11,400,000.00

February 25, 2036

Class B

(1)

$

11,875,000.00

February 25, 2036

Class C

(2)

$

28,499,628.23

February 25, 2036

Class P

(3)

$

100.00

February 25, 2036

Class A-R

(4)

$

100.00

February 25, 2036

Class Swap-IO Interest

(5)

 

(5)

February 25, 2036

_______________

(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 2 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 $28,498,838.58.

(3)

The Class P Certificates will be not entitled to distributions of interest, but will be entitled to all Prepayment Charges distributed with respect REMIC 2 Regular Interest LT-P

(4)

The Class A-R Certificates represent the sole class of residual interests in each REMIC created hereunder. The Class A-R Certificates will not be entitled to distributions of interest.

(5)

The Class SWAP-IO Interest will not have a Pass-Through Rate or a Certificate Principal Balance, but will be entitled to 100% of amounts distributed on REMIC 2 Regular Interest II-IO.

 



 

The foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans to flow through to REMIC 3 as cash flow on REMIC regular interests, without creating any shortfall—actual or potential (other than for credit losses)— to any REMIC regular interest. It is not intended that the Class A-R be entitled to any cash flows pursuant to this Agreement except as provided in Section 3.08(a) hereunder.

 



 

ARTICLE I.

DEFINITIONS

 

Section 1.01

Defined Terms.

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 each Class of LIBOR Certificates, the period commencing on the immediately preceding Distribution Date (or, in the case of the first Distribution Date, the Closing Date) and ending on the day immediately preceding such Distribution Date. With respect to any Distribution Date and the Class C Certificates, the calendar month preceding the month in which such Distribution Date occurs. All calculations of interest on the LIBOR 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.

Adjustable Rate Mortgage Loans: The Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage Rate which is adjustable in accordance with the terms of the related Mortgage Note.

Adjusted Net Mortgage Rate: As to each Mortgage Loan, the Mortgage Rate less the related 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 immediately preceding

 



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, (ii) Principal Prepayments received in respect of such Mortgage Loans after the last day of the related Prepayment Period and (iii) Liquidation Proceeds and Subsequent Recoveries received in respect of such Mortgage Loans after the last day of the related Due Period.

Applied Realized Loss Amount: With respect to any Distribution Date, the amount, if any, by which, the aggregate Certificate Principal Balance of the LIBOR Certificates (after all distributions of principal on such Distribution Date) exceeds the sum of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and the amount on deposit in the Pre-Funding Account.

Appraised Value: The appraised value of the Mortgaged Property based upon the appraisal made for the originator of the related Mortgage Loan 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.

Avoided Payment: As defined in the Class 2-A-2 Policy.

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 LIBOR Certificates constitutes a Class of Book-Entry Certificates.

Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which the Class 2-A-2 Insurer or banking institutions in the State of New York or California or the city in which the Corporate Trust Office of the Trustee is located are authorized or obligated by law or executive order to be closed.

Carryover Reserve Fund: The separate Eligible Account created and initially maintained by the Trustee pursuant to Section 4.07 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-BC5”. Funds in the Carryover Reserve Fund shall be held in trust for the Certificateholders for the uses and purposes set forth in 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, Exhibit D and Exhibit E.

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 the Class 2-A-2 Insurer and designated “Countrywide Home Loans Servicing LP in trust for registered Holders of CWABS, Inc., Asset-Backed Certificates, Series 2005-BC5”. Funds in the Certificate Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

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(b), (ii) with respect to the Class 2-A-2 Certificates only, payments under the Class 2-A-2 Policy relating to principal and (iii) any Applied Realized Loss Amounts allocated to such Certificate on previous Distribution Dates pursuant to Section 4.04(g), and (B) increased by any Subsequent Recoveries allocated to such Certificate pursuant to Section 4.04(h) on such Distribution Date. References herein to the Certificate Principal Balance of a Class of Certificates shall mean the Certificate Principal Balances of all Certificates in such Class. 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. With respect to any Certificate (other than the Class C Certificates) of a Class and any Distribution Date, the portion of the Certificate Principal Balance of such Class represented by such Certificate equal to the product of the Percentage Interest evidenced by such Certificate and the Certificate Principal Balance of such Class. Exclusively for the purpose of determining any subrogation rights of the Class 2-A-2 Insurer arising under Section 4.06, the “Certificate Principal Balance” of the Class 2-A-2 Certificates shall not be reduced by the amount of any payments made by the Class 2-A-2 Insurer in respect of principal on such Certificates under the Class 2-A-2 Policy, except to the extent such payment shall have been reimbursed to the Class 2-A-2 Insurer pursuant to the provisions of this Agreement.

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 Book-Entry 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.

CHL: Countrywide Home Loans, Inc., a New York corporation, and its successors and assigns.

CHL Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule for which CHL is the applicable Seller.

Class: All Certificates bearing the same Class designation as set forth in Section 5.01 hereof.

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 Net Rate Cap: For any Distribution Date, the weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group 1 as of the first day of the related Due Period (after giving effect to Principal Prepayments received during the Prepayment Period that ends during such Due Period), adjusted to an effective rate reflecting the calculation of interest on the basis of the actual number of days elapsed during the related Accrual Period and a 360-day year, minus the Swap Adjustment Rate for such Distribution Date.

Class 1-A Principal Distribution Amount: With respect to any Distribution Date, the product of (x) the Class A Principal Distribution Target Amount and (y) 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, Class 2-A Principal Distribution Target Amount and Class 3-A Principal Distribution Target Amount.

Class 1-A Principal Distribution Target Amount: With respect to any Distribution Date, the excess of (1) the Certificate Principal Balance of the Class 1-A Certificates immediately prior to such Distribution Date, over (2) the lesser of (x) 58.60% of the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 1 for such Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 1 for such Distribution Date minus 0.50% of the sum of the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 1 as of the Cut-off Date and the original Group 1 Pre-Funded Amount.

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-2 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-3 hereto, representing the right to distributions as set forth herein.

Class 2-A-2 Certificate Deficiency Amount: The excess, if any, of Class 2-A-2 Scheduled Payments for such Distribution Date over funds allocated form amounts available

 



pursuant to Section 4.04 hereof to make distributions on the Class 2-A-2 Certificates for such Distribution Date.

Class 2-A-2 Insured Amount: With respect to any Distribution Date and the Class 2-A-2 Certificates, that portion of the Class 2-A-2 Scheduled Payments that shall become due for payment but shall be unpaid by reason of Nonpayment on such Distribution Date (which shall be equal to the amount of any related Class 2-A-2 Certificate Deficiency Amount).

Class 2-A-2 Insured Payment: With respect to any Distribution Date, the aggregate amount actually paid by the Class 2-A-2 Insurer to the Trustee in respect of Class 2-A-2 Insured Amounts for a Distribution Date.

Class 2-A-2 Insurer: XL Capital Assurance Inc., organized and created under the laws of the State of New York, or any successor thereto.

Class 2-A-2 Insurer Default: Any one of the following events: (i) the Class 2-A-2 Insurer shall have failed to make a required payment under the Class 2-A-2 Policy, (ii) a proceeding in bankruptcy shall have been instituted by the Class 2-A-2 Insurer, or (iii) a decree or order for relief shall have been issued in respect of a proceeding in bankruptcy against the Class 2-A-2 Insurer and shall remain unstayed for a period of 60 consecutive days.

Class 2-A-2 Late Payment Rate: The lesser of (a) the greater of (i) the prime rate as published in the Wall Street Journal (or if no such rate is published thereby, in a publication selected by XL Capital Assurance Inc.) (any change in such rate of interest to be effective on the date such change is published) plus 2%, and (ii) the then applicable highest pass-through rate on any Class 2-A-2 Certificate and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Class 2-A-2 Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. The Class 2-A-2 Late Payment Rate shall be calculated by XL Capital Assurance Inc. and evidenced by a certificate of XL Capital Assurance Inc. delivered to the Trustee.

Class 2-A-2 Policy: The irrevocable Certificate Guaranty Insurance Policy, No. CA02653A, including any endorsements thereto, issued by the Class 2-A-2 Insurer with respect to the Class 2-A-2 Certificates, in the form attached hereto as Exhibit R.

Class 2-A-2 Policy Payments Account: The separate Eligible Account created and maintained by the Trustee pursuant to Section 4.06(a) in the name of the Trustee for the benefit of the Class 2-A-2 Certificateholders and designated “The Bank of New York in trust for registered holders of CWABS, Inc., Asset-Backed Certificates, Series 2005-BC5, Class 2-A-2”. Funds in the Class 2-A-2 Policy Payments Account shall be held in trust for the Class 2-A-2 Certificateholders for the uses and purposes set forth in this Agreement.

Class 2-A-2 Premium: With respect to the Class 2-A-2 Policy and any Distribution Date, an amount equal to the product of (i) one-twelfth (1/12) of the Class 2-A-2 Policy Premium Rate and (ii) the Class 2-A-2 Certificate Principal Balance immediately prior to such Distribution Date.

 



 

Class 2-A-2 Policy Premium Rate: The “premium percentage” set forth in the Premium Letter, dated as of December 28, 2005, between the Class 2-A-2 Insurer and Countrywide Securities Corporation, the Depositor and the Trustee relating to the Class 2-A-2 Policy.

Class 2-A-2 Reimbursement Amount: As to any Distribution Date, the sum of (x) all Class 2-A-2 Insured Payments and Avoided Payments paid by the Class 2-A-2 Insurer, but for which the Class 2-A-2 Insurer has not been reimbursed prior to such Distribution Date and (y) interest accrued on such Class 2-A-2 Insured Payments and Avoided Payments not previously repaid calculated at the rate set forth in the Class 2-A-2 Policy.

Class 2-A-2 Scheduled Payments: With respect to any Distribution Date with respect to the Class 2-A-2 Certificates during the term of the Class 2-A-2 Policy, (a) with respect to any Distribution Date, the sum, without duplication, of (i) the Current Interest and Interest Carry Forward Amount due and payable on the Class 2-A-2 Certificates for such Distribution Date net of any interest shortfalls resulting from Prepayment Interest Shortfalls and any interest shortfalls resulting from the application of the Relief Act or similar state or local laws, (ii) at the election of the Class 2-A-2 Insurer in its sole discretion, any Applied Realized Loss Amount allocated to the Class 2-A-2 Certificates and (iii) the amount of interest that has accrued on any Applied Realized Loss Amount allocated to the Class 2-A-2 Certificates prior to such Distribution Date at the then-applicable Pass-Through Rate to the extent the Class 2-A-2 Insurer has not paid such Applied Realized Loss Amount and the Class 2-A-2 Certificateholders have not received any Subsequent Recovery relating to such Applied Realized Loss Amount and (b) on the Last Scheduled Distribution Date for the Class 2-A-2 Certificates, the sum of (i) the Certificate Principal Balance of the Class 2-A-2 Certificates and (ii) the amount of any Applied Realized Loss Amount allocated to the Class 2-A-2 Certificates prior to the Last Scheduled Distribution Date to the extent the Class 2-A-2 Insurer has not paid such Applied Realized Loss Amount and the Class 2-A-2 Certificateholders have not received any Subsequent Recovery relating to such Applied Realized Loss Amount (in each case after giving effect to all distributions to be made on such Distribution Date from sources other than the Class 2-A-2 Policy).

Class 2-A Certificate: Any Class 2-A-1 or Class 2-A-2 Certificate.

Class 2-A-1 Net Rate Cap: For any Distribution Date, the weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group 2 as of the first day of the related Due Period (after giving effect to Principal Prepayments received during the Prepayment Period that ends during such Due Period), adjusted to an effective rate reflecting the calculation of interest on the basis of the actual number of days elapsed during the related Accrual Period and a 360-day year, minus the Swap Adjustment Rate for such Distribution Date.

Class 2-A-2 Net Rate Cap: For any Distribution Date, the Class 2-A-1 Net Rate Cap minus the Class 2-A-2 Policy Premium Rate.

Class 2-A Principal Distribution Amount: With respect to any Distribution Date, the product of (x) the Class A Principal Distribution Target Amount and (y) 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, the Class 2-A Principal Distribution Target Amount and the Class 3-A Principal Distribution Target Amount.

Class 2-A Principal Distribution Target Amount: With respect to any Distribution Date, the excess of (1) the aggregate Certificate Principal Balance of the Class 2-A Certificates immediately prior to such Distribution Date, over (2) the lesser of (x) 58.60% of the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2 for such Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2 for such Distribution Date minus 0.50% of the sum of the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2 as of the Cut-off Date and the original Group 2 Pre-Funded Amount.

Class 3-A-1 Certificate: Any Certificate designated as a “Class 3-A-1 Certificate” on the face thereof, in the form of Exhibit A-4 hereto, representing the right to distributions as set forth herein.

Class 3-A-2 Certificate: Any Certificate designated as a “Class 3-A-2 Certificate” on the face thereof, in the form of Exhibit A-5 hereto, representing the right to distributions as set forth herein.

Class 3-A-3 Certificate: Any Certificate designated as a “Class 3-A-3 Certificate” on the face thereof, in the form of Exhibit A-6 hereto, representing the right to distributions as set forth herein.

Class 3-A Certificate: Any Class 3-A-1, Class 3-A-2 or Class 3-A-3 Certificate.

Class 3-A Net Rate Cap: For any Distribution Date, the weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group 3 as of the first day of the related Due Period (after giving effect to Principal Prepayments received during the Prepayment Period that ends during such Due Period), adjusted to an effective rate reflecting the calculation of interest on the basis of the actual number of days elapsed during the related Accrual Period and a 360-day year, minus the Swap Adjustment Rate for such Distribution Date.

Class 3-A Principal Distribution Amount: With respect to any Distribution Date, the product of (x) the Class A Principal Distribution Target Amount and (y) a fraction, the numerator of which is the Class 3-A Principal Distribution Target Amount and the denominator of which is the sum of the Class 1-A Principal Distribution Target Amount, the Class 2-A Principal Distribution Target Amount and the Class 3-A Principal Distribution Target Amount.

Class 3-A Principal Distribution Target Amount: With respect to any Distribution Date, the excess of (1) the aggregate Certificate Principal Balance of the Class 3-A Certificates immediately prior to such Distribution Date, over (2) the lesser of (x) 58.60% of the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 3 for such Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 3 for such Distribution Date minus 0.50% of the sum of the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 3 as of the Cut-off Date and the original Group 3 Pre-Funded Amount.

 



 

Class A-R Certificate: Any Certificate designated as a “Class A-R Certificate” on the face thereof, in the form of Exhibit D hereto or, in the case of the Tax Matters Person Certificate, Exhibit E hereto, in either case representing the right to distributions as set forth herein. The Class A-R Certificates represent ownership of the R-1-R Interest, the R-2-R Interest and the R-3-R Interest.

Class A Certificate: Any Class 1-A, Class 2-A or Class 3-A Certificate.

Class A Principal Distribution Allocation Amount: With respect to any Distribution Date, (a) in the case of the Class 1-A Certificates, the Class 1-A Principal Distribution Amount, (b) in the case of the Class 2-A Certificates, the Class 2-A Principal Distribution Amount and (c) in the case of the Class 3-A Certificates, the Class 3-A Principal Distribution Amount.

Class A Principal Distribution Target Amount: With respect to any Distribution Date, the excess of (1) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date, over (2) the lesser of (x) 58.60% of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date minus the OC Floor for such Distribution Date.

Class B Certificate: Any Certificate designated as a “Class B Certificate” on the face thereof, in the form of Exhibit A-15 hereto, representing the right to distributions as set forth herein.

Class C Certificate: Any Certificate designated as a “Class C Certificate” on the face thereof, in the form of Exhibit C hereto, representing the right to distributions as set forth herein.

Class C Current Interest: For any Distribution Date, the interest accrued on the Class C Notional Amount during the related Accrual Period at the related Pass-Through Rate.

Class C Notional Amount: The aggregate amount of the Uncertificated Principal Balance of the REMIC II Regular Interests other than REMIC II Regular Interest MT-P and REMIC II Regular Interest MT-R.

Class IO Distribution Amount: As defined in Section 4.9 hereof. For purposes of clarity, the Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Swap Contract Administrator on such Distribution Date in excess of the amount payable on the Class SWAP-IO Interest on such Distribution Date, all as further provided in Section 4.9 hereof.

Class M-1 Certificate: Any Certificate designated as a “Class M-1 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: Any Certificate designated as a “Class M-2 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: Any Certificate designated as a “Class M-3 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: Any Certificate designated as a “Class M-4 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: Any Certificate designated as a “Class M-5 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: Any Certificate designated as a “Class M-6 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: Any Certificate designated as a “Class M-7 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: Any Certificate designated as a “Class M-8 Certificate” on the face thereof, in the form of Exhibit A-14 hereto, representing the right to distributions as set forth herein.

Class P Certificate: Any Certificate designated as a “Class P Certificate” on the face thereof, in the form of Exhibit B hereto, representing the right to distributions as set forth herein.

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 SWAP-IO Interest: An uncertificated interest in the Trust Fund evidencing a Regular Interest in REMIC 3.

Closing Date: December 28, 2005.

Code: The Internal Revenue Code of 1986, including any successor or amendatory provisions.

Collateral Schedule: Schedule II hereto.

Compensating Interest: With respect to the Mortgage Loans in each Loan Group and any Distribution Date, an amount equal to the lesser of (x) one-half of the Servicing Fee for

 



such Mortgage Loans for the related Due Period and (y) the aggregate Prepayment Interest Shortfalls for such Mortgage Loans for such Distribution Date.

Confirmation: The confirmation, reference number 1083323L/N792743/2337051, with a trade date of December 16, 2005 evidencing a transaction between the Swap Counterparty and CHL relating to the Swap Contract.

Corporate Trust Office: The designated office of the Trustee in the State of New York where at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at 101 Barclay Street, New York, New York 10286 (Attention: Corporate Trust MBS Administration), telephone: (212) 815-3236, facsimile: (212) 815-3986.

Corresponding Certificate: With respect to each REMIC 2 Regular Interest, as follows:

REMIC 2 Regular Interest

Class

REMIC 2 Regular Interest LT-1A

1A

REMIC 2 Regular Interest LT-2A1

2-A-1

REMIC 2 Regular Interest LT-2A2

2-A-2

REMIC 2 Regular Interest LT-3A1

3-A-1

REMIC 2 Regular Interest LT-3A2

3-A-2

REMIC 2 Regular Interest LT-3A3

3-A-3

REMIC 2 Regular Interest LT-M1

M-1

REMIC 2 Regular Interest LT-M2

M-2

REMIC 2 Regular Interest LT-M3

M-3

REMIC 2 Regular Interest LT-M4

M-4

REMIC 2 Regular Interest LT-M5

M-5

REMIC 2 Regular Interest LT-M6

M-6

REMIC 2 Regular Interest LT-M7

M-7

REMIC 2 Regular Interest LT-M8

M-8

REMIC 2 Regular Interest LT-B

B

REMIC 2 Regular Interest LT-AR

A-R

REMIC 2 Regular Interest III-LTP

P

Countrywide LFT: Countrywide LFT LLC, a Delaware limited liability company, and its successors and assigns.

Countrywide LFT Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule for which Countrywide LFT is the applicable Seller.

Credit Bureau Risk Score: A statistical credit score obtained by CHL in connection with the origination of a Mortgage Loan.

Cross-Over Situation: For any Distribution Date and for each Loan Group (after taking into account principal distributions on such Distribution Date) with respect to (1) the Class A and Class B REMIC 2 Interests, a situation in which the Class A and Class B Interests corresponding to any Loan Group are in the aggregate less than 1% of the Subordinate Component Balance of the Loan Group to which they correspond and (2) the Class C and Class D REMIC 2 Interests, a situation in which the Class C and Class D Interests corresponding to

 



any Loan Group are in the aggregate less than 1% of the Adjusted Subordinate Component Balance of the Loan Group to which they correspond.

Cumulative Loss Trigger Event: With respect to a Distribution Date on or after the Stepdown Date, a Cumulative Loss Trigger Event will be in effect if (x) the aggregate amount of Realized Losses on the Mortgage Loans from the Cut-off Date for each such Mortgage Loan to (and including) the last day of the related Due Period (reduced by the aggregate amount of any Subsequent Recoveries received through the last day of that Due Period) exceeds (y) the applicable percentage, for such Distribution Date, of the sum of the aggregate Cut-off Date Principal Balance of the Initial Mortgage Loans and the Pre-Funded Amount, as set forth below:

Distribution Date

Percentage

 

 

January 2008 — December 2008

1.25% with respect to January 2008, plus an additional 1/12th of 1.60% for each month thereafter through December 2008

January 2009 — December 2009

2.85% with respect to January 2009, plus an additional 1/12th of 1.65% for each month thereafter through December 2009

January 2010 — December 2010

4.50% with respect to January 2010, plus an additional 1/12th of 1.25% for each month thereafter through December 2010

January 2011 — December 2011

5.75% with respect to January 2011, plus an additional 1/12th of 0.35% for each month thereafter through December 2011

January 2012 and thereafter

6.10%

Current Interest: With respect to each Class of LIBOR Certificates and each Distribution Date, the interest accrued at the applicable Pass-Through Rate for the applicable Accrual Period on the Certificate Principal Balance of such Class immediately prior to such Distribution Date, plus any amount previously distributed with respect to interest for such Class that is recovered as a voidable preference by a trustee in bankruptcy.

Cut-off Date: When used with respect to any Mortgage Loan the “Cut-off Date” shall mean the Initial Cut-off Date or the related Subsequent Cut-off Date, as the case may be.

Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid principal balance thereof as of the close of business on the Cut-off Date after application of all payments of principal due on or prior to the Cut-off Date, whether or not received, and all Principal Prepayments received on or prior to the Cut-off Date, but without giving effect to any installments of principal received in respect of Due Dates after the Cut-off Date.

 



 

Debt Service Reduction: With respect to any Mortgage Loan, a reduction by a court of competent jurisdiction in a proceeding under the Bankruptcy Code in the Scheduled Payment for such Mortgage Loan that became final and non-appealable, except such a reduction resulting from a Deficient Valuation or any other reduction that results in a permanent forgiveness of principal.

Deficient Valuation: With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under such Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any Scheduled Payment that results in a permanent forgiveness of principal, which valuation or reduction results from an order of such court that is final and non-appealable in a proceeding under the Bankruptcy Code.

Definitive Certificates: As defined in Section 5.06.

Delay Delivery Mortgage Loans: (i) The Initial 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, and (ii) the Subsequent Mortgage Loans identified on the schedule of Subsequent Mortgage Loans set forth in Annex A to each related Subsequent Transfer Agreement for which all or a portion of the related Mortgage File is not delivered to the Trustee on or prior to the related Subsequent Transfer Date. The Depositor shall deliver (or cause delivery of) the Mortgage Files to the Trustee: (A) with respect to at least 50% of the Initial Mortgage Loans, not later than the Closing Date and with respect to at least 10% of the Subsequent Mortgage Loans conveyed on a Subsequent Transfer Date, not later than such Subsequent Transfer Date, (B) with respect to at least an additional 40% of the Initial Mortgage Loans, not later than 20 days after the Closing Date, and not later than 20 days after the relevant Subsequent Transfer Date with respect to the remaining Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date, and (C) with respect to the remaining Initial Mortgage Loans, not later than thirty days after the Closing Date. To the extent that Countrywide Home Loans, Inc. shall be in possession of any Mortgage Files with respect to any Delay Delivery Mortgage Loan, until delivery to of such Mortgage File to the Trustee as provided in Section 2.01, Countrywide Home Loans, Inc. shall hold such files as agent and in trust for the Trustee.

Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Replacement Mortgage Loan.

Delinquency Trigger Event: With respect to any Distribution Date on or after the Stepdown Date, a Delinquency Trigger Event will be in effect if the Rolling Sixty-Day Delinquency Rate for Outstanding Mortgage Loans equals or exceeds the product of (x) the Senior Enhancement Percentage for such Distribution Date and (y) the applicable percentage listed below for the most senior Class of LIBOR Certificates:

 



 

Class

Percentage

 

 

Class A

36.50%

Class M-1

44.00%

Class M-2

54.25%

Class M-3

63.75%

Class M-4

75.00%

Class M-5

89.75%

Class M-6

111.00%

Class M-7

138.50%

Class M-8

177.75%

Class B

251.75%

Delinquent: A Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to the terms of such Mortgage Loan by the close of business on the day such payment is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such payment was due, or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was due on the 31st day of such month), then on the last day of such immediately succeeding month. Similarly for “60 days delinquent,” “90 days delinquent” and so on.

Denomination: With respect to each Certificate, the amount set forth on the face thereof as the “Initial Certificate Balance of this Certificate” or, if not the foregoing, the Percentage Interest appearing on the face thereof, as applicable.

Depositor: CWABS, Inc., a Delaware corporation, or its successor in interest.

Depository: The initial Depository shall be The Depository Trust Company, the nominee of which is Cede & Co., or any other organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The Depository shall initially be the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York.

Depository Agreement: With respect to the Book-Entry Certificates, the agreement among the Depositor 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(c) 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-BC5”. 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 month, or if such day is not a Business Day, on the first Business Day thereafter, commencing in January 2006.

Due Date: With respect to any Mortgage Loan and Due Period, the due date for Scheduled Payments of interest and/or principal on that Mortgage Loan occurring in such Due Period as provided in the related Mortgage Note.

Due Period: With respect to any Distribution Date, the period beginning on the second day of the calendar month preceding the calendar month in which such Distribution Date occurs and ending on the first day of the month in which such Distribution Date occurs.

Eligible Account: Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company, the long-term unsecured debt obligations and short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company, if Moody’s is not a Rating Agency) 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 without reduction or withdrawal of their then-current ratings of the Certificates (without regard to the Class 2-A-2 Policy, in the case of the Class 2-A-2 Certificates) as evidenced by a letter from each Rating Agency to the Trustee. 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(d) hereof.

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

 



 

ERISA-Qualifying Underwriting: A best efforts or firm commitment underwriting or private placement that meets the applicable requirements of the Underwriter’s Exemption.

ERISA-Restricted Certificates: The Class A-R Certificates, Class P Certificates, Class C Certificates and Certificates of any Class that ceases to satisfy the applicable rating requirement under the Underwriter’s Exemption.

Escrow Account: As defined in Section 3.06 hereof.

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 and the payment of the Class 2-A-2 Premium and any Class 2-A-2 Reimbursement Amount to the Class 2-A-2 Insurer, in each case for such Distribution Date pursuant to Section 4.04(a)(4)(b) and (ii) the amount remaining after the distribution of principal to Certificateholders and the payment of any unpaid Class 2-A-2 Premium and any unpaid Class 2-A-2 Reimbursement Amount to the Class 2-A-2 Insurer, in each case for such Distribution Date, pursuant to Section 4.04(b)(i)(B)(2) or 4.04(b)(ii)(D).

Excess Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of the Overcollateralized Amount for such Distribution Date over the Overcollateralization Target Amount for such Distribution Date.

Excess Proceeds: With respect to any Liquidated Mortgage Loan, the amount, if any, by which the sum of any Liquidation Proceeds and Subsequent Recoveries are in excess of the sum of (i) the unpaid principal balance of such Liquidated Mortgage Loan as of the date of liquidation of such Liquidated Mortgage Loan 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 Liquidation Proceeds are required to be distributed on the Stated Principal Balance of such Liquidated Mortgage Loan outstanding during each Due Period as to which such interest was not paid or advanced.

Expense Fee Rate: With respect to any Mortgage Loan, the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) with respect to any Mortgage Loan covered by a lender paid mortgage insurance policy, the related mortgage insurance premium rate.

Extra Principal Distribution Amount: With respect to any Distribution Date and each of Loan Group 1, Loan Group 2 and Loan Group 3, the lesser of (1) the Overcollateralization Deficiency Amount and (2) the Excess Cashflow available for payment thereof, to be allocated among Loan Group 1, Loan Group 2 and Loan Group 3, pro rata, based on the Principal Remittance Amount for each such Loan Group for such Distribution Date.

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.

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.

Funding Period: The period from the Closing Date to and including the earlier to occur of (x) the date the amount in the Pre-Funding Account is less than $175,000 and (y) January 31, 2006.

Gross Margin: The percentage set forth in the related Mortgage Note to be added to the Index for use in determining the Mortgage Rate for each Adjustable Rate Mortgage Loan on each of its Adjustment Dates.

Group 1 Mortgage Loans: The group of Mortgage Loans identified in the related Mortgage Loan Schedule as “Group 1 Mortgage Loans”, including in each case any Mortgage Loans delivered in replacement thereof.

Group 1 Overcollateralization Reduction Amount: With respect to any Distribution Date, the Overcollateralization Reduction Amount for such Distribution Date multiplied by a fraction, the numerator of which is (x) the Principal Remittance Amount for Loan Group 1 for such Distribution Date, and the denominator of which is (y) the aggregate Principal Remittance Amount for Loan Group 1, Loan Group 2 and Loan Group 3 for such Distribution Date.

Group 1 Pre-Funded Amount: The portion of the Pre-Funded Amount allocable for purchase of Subsequent Mortgage Loans as Group 1 Mortgage Loans on the Closing Date, which shall equal $0.

Group 2 Mortgage Loans: The group of Mortgage Loans identified in the related Mortgage Loan Schedule as “Group 2 Mortgage Loans”, including in each case any Mortgage Loans delivered in replacement thereof.

Group 2 Overcollateralization Reduction Amount: With respect to any Distribution Date, the Overcollateralization Reduction Amount for such Distribution Date multiplied by a fraction, the numerator of which is the Principal Remittance Amount for Loan Group 2 for such Distribution Date, and the denominator of which is the aggregate Principal Remittance Amount for Loan Group 1, Loan Group 2 and Loan Group 3 for such Distribution Date.

 



 

Group 3 Pre-Funded Amount: The portion of the Pre-Funded Amount allocable for purchase of Subsequent Mortgage Loans as Group 3 Mortgage Loans on the Closing Date, which shall equal $0.

Group 3 Mortgage Loans: The group of Mortgage Loans identified in the related Mortgage Loan Schedule as “Group 3 Mortgage Loans”, including in each case any Mortgage Loans delivered in replacement thereof.

Group 3 Overcollateralization Reduction Amount: With respect to any Distribution Date, the Overcollateralization Reduction Amount for such Distribution Date multiplied by a fraction, the numerator of which is the Principal Remittance Amount for Loan Group 3 for such Distribution Date, and the denominator of which is the aggregate Principal Remittance Amount for Loan Group 1, Loan Group 2 and Loan Group 3 for such Distribution Date.

Group 3 Pre-Funded Amount: The portion of the Pre-Funded Amount allocable for purchase of Subsequent Mortgage Loans as Group 3 Mortgage Loans on the Closing Date, which shall equal $0.

Group Net Rate Cap. With respect to Loan Group 1, the Class 1-A Net Rate Cap, with respect to Loan Group 2, the Class 2-A-1 Net Rate Cap or Class 2-A-2 Net Rate Cap, as applicable, and with respect to Loan Group 3, the Class 3-A Net Rate Cap.

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, as most recently announced as of a date 45 days prior to such Adjustment Date or, if the Index ceases to be published in The Wall Street Journal 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 Account Deposit: An amount equal to the aggregate of all amounts in respect of (i) principal of the Initial Mortgage Loans due after the Initial 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 Initial Mortgage Loans due after the Initial Cut-off Date and received by the Master Servicer before the Closing Date.

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 Cut-off Date: In the case of any Initial Mortgage Loan, the later of (x) December 1, 2005 and (y) the date of origination of such Mortgage Loan.

 



 

Initial Mortgage Loan: A Mortgage Loan conveyed to the Trustee on the Closing Date pursuant to this Agreement as identified on the Mortgage Loan Schedule delivered to the Trustee on the Closing Date.

Initial Mortgage Rate: As to each Adjustable Rate Mortgage Loan, the Mortgage Rate in effect prior to the Initial Adjustment Date.

Initial Periodic Rate Cap: With respect to each Adjustable Rate Mortgage Loan, the percentage specified in the related Mortgage Note that limits the permissible increase or decrease in the Mortgage Rate on its initial Adjustment Date.

Insurance Policy: With respect to any Mortgage Loan included in the Trust Fund, any insurance policy, including all riders and endorsements thereto in effect with respect to such Mortgage Loan, including any replacement policy or policies for any Insurance Policy.

Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans (other than by the Class 2-A-2 Insurer under the Class 2-A-2 Policy) pursuant to any Insurance Policy or any other insurance policy covering a Mortgage Loan, to the extent such proceeds are payable to the mortgagee under the Mortgage, the Master Servicer or the trustee under the deed of trust and are not applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing mortgage loans held for its own account, in each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses and received prior to such Mortgage Loan becoming a Liquidated Mortgage Loan.

Insured Expenses: Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans.

Interest Carry Forward Amount: With respect to each Class of LIBOR Certificates and each Distribution Date, the excess of (i) the Current Interest for such Class with respect to prior Distribution Dates over (ii) the amount actually distributed to such Class with respect to interest on such prior Distribution Dates.

Interest Determination Date: With respect to the first Accrual Period for the LIBOR Certificates, and solely for purposes of calculating the Marker Rate, REMIC 2 Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1, REMIC 2 Regular Interest LT-2A2, REMIC 2 Regular Interest LT-3A1, REMIC 2 Regular Interest LT-3A2, REMIC 2 Regular Interest LT-3A3, REMIC 2 Regular Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest LT-M8 and REMIC 2 Regular Interest LT-B, December 26, 2005. With respect to any Accrual Period for the LIBOR Certificates, and solely for purposes of calculating the Marker Rate, the REMIC 2 Regular Interests listed in the previous sentence, the second LIBOR Business Day preceding the commencement of such Accrual Period.

Interest Funds: With respect to any Distribution Date and Loan Group, the Interest Remittance Amount for such Loan Group and Distribution Date, less the portion of the Trustee Fee for such Distribution Date allocable to such Loan Group.

 



 

Interest Remittance Amount: With respect to the Mortgage Loans in each Loan Group and any Distribution Date, (x) the sum, without duplication, of (i) all scheduled interest collected during the related Due Period with respect to the related Mortgage Loans less the related Servicing Fee, (ii) all interest on 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) 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 allocable to such Loan Group.

Investment Letter: As defined in Section 5.02(b).

ISDA Credit Support Annex: The International Swaps and Derivatives Association, Inc. form of Credit Support Annex, dated as of December 28, 2005, between the Swap Counterparty and the Swap Contract Administrator.

Last Scheduled Distribution Date: With respect to the Class 2-A-2 Certificates and the Class 2-A-2 Policy, the Distribution Date occurring in January 2036.

Latest Possible Maturity Date: The Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.

LIBOR Business Day: Any day on which banks in the City of London, England and New York City, U.S.A. are open and conducting transactions in foreign currency and exchange.

LIBOR Certificates: The Class A Certificates and the Subordinate Certificates.

Liquidated Mortgage 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 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 (other than the amount of such net proceeds representing any profit realized by the Master Servicer in connection with the disposition of any such properties), less the sum of related unreimbursed Advances, Servicing Fees and Servicing Advances.

Loan Group: Any of Loan Group 1, Loan Group 2 or Loan Group 3.

 



 

Loan Group 1: The Group 1 Mortgage Loans.

Loan Group 2: The Group 2 Mortgage Loans.

Loan Group 3: The Group 3 Mortgage Loans.

Loan Number and Borrower Identification Mortgage Loan Schedule: With respect to any Subsequent Transfer Date, the Loan Number and Borrower Identification Mortgage Loan Schedule delivered in connection with such Subsequent Transfer Date pursuant to Section 2.01(f). Each Loan Number and Borrower Identification Mortgage Loan Schedule shall contain the information specified in the definition of “Mortgage Loan Schedule” with respect to the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date, and each Loan Number and Borrower Identification Mortgage Loan Schedule shall be deemed to be included in the Mortgage Loan Schedule.

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.

Majority Holder: The Holders of Certificates evidencing at least 51% of the Voting Rights allocated to such Class of Certificates.

Marker Rate: With respect to the Class C Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the REMIC 2 Remittance Rate for REMIC 2 Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1, REMIC 2 Regular Interest LT-2A2, REMIC 2 Regular Interest LT-3A1, REMIC 2 Regular Interest LT-3A2, REMIC 2 Regular Interest LT-3A3, REMIC 2 Regular Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest LT-M8, REMIC 2 Regular Interest LT-B and REMIC 2 Regular Interest LT-ZZ, with the rate on each such REMIC 2 Regular Interest (other than REMIC 2 Regular Interest LT-ZZ) subject to the lesser of (i) One-Month LIBOR plus the related Margin and (ii) the related Net Rate Cap for the purpose of this calculation for such Distribution Date and with the rate on REMIC 2 Regular Interest LT-ZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, calculations of the REMIC 2 Remittance Rate and the related caps with respect to REMIC 2 Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1, REMIC 2 Regular Interest LT-2A2, REMIC 2 Regular Interest LT-3A1, REMIC 2 Regular Interest LT-3A2, REMIC 2 Regular Interest LT-3A3, REMIC 2 Regular Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest LT-M8 and REMIC 2 Regular Interest LT-B shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

 



 

Margin: With respect to any Accrual Period and Class of LIBOR Certificates, the per annum rate indicated in the following table:

 

(1)

(2)

Class 1-A

0.235%

0.470%

Class 2-A-1

0.225%

0.450%

Class 2-A-2

0.235%

0.470%

Class 3-A-1

0.100%

0.200%

Class 3-A-2

0.250%

0.500%

Class 3-A-3

0.370%

0.740%

Class M-1

0.460%

0.690%

Class M-2

0.480%

0.720%

Class M-3

0.500%

0.750%

Class M-4

0.720%

1.080%

Class M-5

0.760%

1.140%

Class M-6

0.840%

1.260%

Class M-7

1.970%

2.955%

Class M-8

2.000%

3.000%

Class B

2.000%

3.000%

________________

(1)

For any Accrual Period relating to any Distribution Date occurring on or prior to the Optional Termination Date.

(2)

For any Accrual Period relating to any Distribution Date occurring after the Optional Termination Date.

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.

Master Servicer Prepayment Charge Payment Amount: The amounts (i) payable by the Master Servicer in respect of any Prepayment Charges waived other than in accordance with the standard set forth in the first sentence of Section 3.20(a), or (ii) collected from the Master Servicer in respect of a remedy for the breach of the representation made by CHL set forth in Section 3.20(c).

Maximum LT-ZZ Uncertificated Interest Deferral Amount: With respect to any Distribution Date, the excess of (i) accrued interest at the REMIC 2 Remittance Rate applicable to REMIC 2 Regular Interest LT-ZZ for such Distribution Date on a balance equal to the Uncertificated Principal Balance of REMIC 2 Regular Interest LT-ZZ minus the REMIC 2 Overcollateralization Amount, in each case for such Distribution Date, over (ii) the Uncertificated Interest on REMIC 2 Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1, REMIC 2 Regular Interest LT-2A2, REMIC 2 Regular Interest LT-3A1, REMIC 2 Regular Interest LT-3A2, REMIC 2 Regular Interest LT-3A3, REMIC 2 Regular Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest LT-M8 and REMIC 2 Regular Interest LT-B for such Distribution Date, with the rate on each such REMIC 2 Regular Interest subject to a cap equal to the lesser of (i) One-Month LIBOR plus the related Certificate Margin and (ii) the

 



related Pass-Through Rate; provided, however, that solely for this purpose, calculations of the REMIC 2 Remittance Rate and the related caps with respect to each such REMIC 2 Regular Interest (other than REMIC 2 Regular Interest LT-ZZ) shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

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.

Modified Mortgage Loan: As defined in Section 3.12(a).

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 Schedule: The list of Mortgage Loans (as from time to time amended by the Master Servicer to reflect the deletion of Liquidated Mortgage Loans and Deleted Mortgage Loans and the addition of (x) Replacement Mortgage Loans pursuant to the provisions of this Agreement and (y) Subsequent Mortgage Loans pursuant to the provisions of this Agreement and any Subsequent Transfer 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 in 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;

 

 

(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 two-family residential property, (c) a three-family residential property, (d) a four-family residential property, (e) planned unit development, (f) a low-rise condominium unit, (g) a high-rise condominium unit or (h) manufactured housing;

 

(xiii)

[reserved];

 

(xiv)

the purpose of the Mortgage Loan;

 

(xv)

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 Initial Periodic Rate Cap and Subsequent Periodic Rate Cap; and

 

(g)

the Gross Margin;

 

(xvi)

[reserved];

 

(xvii)

a code indicating whether the Mortgage Loan is a CHL Mortgage Loan, a Park Monaco Mortgage Loan, a Park Granada Mortgage Loan, a Countrywide LFT Mortgage Loan or a Park Sienna Mortgage Loan;

 

(xviii)

the premium rate for any lender-paid mortgage insurance, if applicable; and

 

(xix)

a code indicating whether the Mortgage Loan is a Fixed Rate Mortgage Loan or an Adjustable Rate Mortgage Loan.

Such schedule shall also set forth the total of the amounts described under (vii) above for all of the Mortgage Loans and for each Loan Group. The Mortgage Loan Schedule shall be deemed to include each Loan Number and Borrower Identification Mortgage Loan Schedule delivered pursuant to Section 2.01(f) and all the related Subsequent Mortgage Loans and Subsequent Mortgage Loan information included therein.

Mortgage Loans: Such of the mortgage loans transferred and assigned to the Trustee pursuant to the provisions hereof and any Subsequent Transfer Agreement as from time to time are held as 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 that was intended by the parties hereto to be transferred to the Trust Fund as indicated by such Mortgage Loan Schedule which is in fact not so transferred for any reason, including a breach of the representation contained in Section 2.02 hereof, shall continue to be a Mortgage Loan hereunder until the Purchase Price with respect thereto has been paid to the Trust Fund.

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 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: With respect to any Distribution Date and (i) the Class 1-A Certificates, the Class 1-A Net Rate Cap, (ii) the Class 2-A-1 Certificates, the Class 2-A-1 Net Rate Cap, (iii) the Class 2-A-2 Certificates, the Class 2-A-2 Net Rate Cap, (iv) each Class of Class 3-A Certificates, the Class 3-A Net Rate Cap and (v) each Class of Subordinate Certificates, the Subordinate Net Rate Cap.

Net Rate Carryover: With respect to any Class of LIBOR Certificates and any Distribution Date, the sum of (A) the excess of (i) the amount of interest that such Class would otherwise have accrued for such Distribution Date had the Pass-Through Rate for such Class and the related Accrual Period not been determined based on the applicable Net Rate Cap, over (ii) the amount of interest accrued on such Class at the applicable Net Rate Cap for such Distribution Date and (B) the Net Rate Carryover for such Class for all previous Distribution Dates not previously paid pursuant to Section 4.04, together with interest thereon at the then-applicable Pass-Through Rate for such Class, without giving effect to the applicable Net Rate Cap.

Net Swap Payment: With respect to any Distribution Date and payment by the Swap Contract Administrator to the Swap Counterparty, the excess, if any, of the “Fixed Amount” (as defined in the Swap Contract) with respect to such Distribution Date over the “Floating Amount” (as defined in the Swap Contract) with respect to such Distribution Date. With respect to any Distribution Date and payment by the Swap Counterparty to the Swap Contract Administrator, the excess, if any, of the “Floating Amount” (as defined in the Swap Contract) with respect to such Distribution Date over the “Fixed Amount” (as defined in the Swap Contract) with respect to such Distribution Date

NIM Insurer: Any insurer guarantying at the request of CHL certain payments under notes backed or secured by the Class C or Class P Certificates.

Nonpayment: With respect to any Distribution Date, the failure of the Trustee to receive in full, in accordance with the terms of this Agreement, funds legally available to pay all or a portion of the Class 2-A-2 Scheduled Payment that is due for payment with respect to such Distribution Date.

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.

Non-United States Person: 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, 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 trustor.

Offered Certificates: The Class A Certificates and Subordinate Certificates.

Officer’s Certificate: A certificate (i) in the case of the Depositor, signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor, (ii) in the case of the Master Servicer, 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 of Countrywide GP, Inc., its general partner or (iii) 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.

OC Floor: With respect to any Distribution Date, an amount equal to 0.50% of the sum of the aggregate Cut-off Date Principal Balance of the Initial Mortgage Loans and the Pre-Funded Amount.

One-Year Hybrid Mortgage Loan: A Mortgage Loan having a Mortgage Rate that is fixed for 12 months after origination thereof before such Mortgage Rate becomes subject to adjustment.

One-Month LIBOR: With respect to any Accrual Period for the LIBOR 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 for the LIBOR Certificates shall equal 4.378750% 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 for the LIBOR Certificates 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 the LIBOR 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 purchase of the Mortgage Loans pursuant to clause (a) of the first sentence of Section 9.01 hereof.

Optional Termination Date: The first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 10% of the sum of the aggregate Cut-off Date Principal Balance of the Initial Mortgage Loans and the Pre-Funded Amount.

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 Mortgage Loan, prior to the end of the related Prepayment Period.

Overcollateralization Deficiency Amount: With respect to any Distribution Date, the amount, if any, by which the Overcollateralization Target Amount exceeds the Overcollateralized Amount on such Distribution Date (after giving effect to distribution of the Principal Distribution Amount (other than the portion thereof consisting of the Extra Principal Distribution Amount) on such Distribution Date).

Overcollateralization Reduction Amount: With respect to any Distribution Date, an amount equal to the lesser of (i) the Excess Overcollateralization Amount for such Distribution Date and (ii) the aggregate Principal Remittance Amount for Loan Group 1, Loan Group 2 and Loan Group 3 for such Distribution Date.

Overcollateralization Target Amount: With respect to each Distribution Date (a) prior to the Stepdown Date or if a Trigger Event is in effect, an amount equal to 3.00% of the sum of the aggregate Initial Cut-off Date Pool Principal Balance and the Original Pre-Funded Amount and (b) on or after the Stepdown Date, an amount equal to 6.00% of the aggregate Stated Principal Balance of the Mortgage Loans for the current Distribution Date subject to a minimum amount equal to the OC Floor; provided, however, that if a Trigger Event is in effect

 



on any Distribution Date, the Overcollateralization Target Amount for such Distribution Date will be the Overcollateralization Target Amount for the immediately preceding Distribution Date.

Overcollateralized Amount: With respect to any Distribution Date, the amount, if any, by which (x) the sum of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and any amount on deposit in the Pre-Funding Account exceeds (y) the aggregate Certificate Principal Balance of the LIBOR Certificates as of such Distribution Date (after giving effect to distribution of the Principal Remittance Amounts to be made on such Distribution Date and, in the case of the Distribution Date immediately following the end of the Funding Period, any amounts to be released from the Pre-Funding Account).

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 Granada: Park Granada LLC, a Delaware limited liability company, and its successors and assigns.

Park Granada Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule for which Park Granada is the applicable Seller.

Park Monaco: Park Monaco Inc., a Delaware corporation, and its successors and assigns.

Park Monaco Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule for which Park Monaco is the applicable Seller.

Park Sienna: Park Sienna LLC, a Delaware limited liability company, and its successors and assigns.

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 any Accrual Period and each Class of LIBOR Certificates the lesser of (x) One-Month LIBOR for such Accrual Period plus the Margin for such Class and Accrual Period and (y) the applicable Net Rate Cap for such Class and the related Distribution Date.

With respect to the Class C Certificates and any Distribution Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is (x) the sum of (i) 100% of the interest on REMIC 2 Regular Interest LT-P and REMIC 2 Regular Interest LT-AR and (ii) Uncertificated Interest on the Uncertificated Principal Balance of each REMIC 2 Regular Interest listed in clause (y) at a rate equal to the related REMIC 2 Remittance Rate minus the Marker Rate and the denominator of which is (y) the aggregate Uncertificated Principal Balance of REMIC 2 Regular Interest LT-AA, REMIC 2 Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1, REMIC 2 Regular Interest LT-2A2, REMIC 2 Regular Interest LT-3A1, REMIC 2 Regular Interest LT-3A2, REMIC 2 Regular Interest LT-3A3,

 



REMIC 2 Regular Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest LT-M8, REMIC 2 Regular Interest LT-B and REMIC 2 Regular Interest LT-ZZ.

With respect to the Class SWAP-IO Interest, the Class SWAP-IO Interest shall not have a Pass-Through Rate, but interest for such Regular Interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to REMIC 2 Regular Interest II-IO for such Distribution Date.

Payment Notice: As defined in the Class 2-A-2 Policy.

Percentage Interest: With respect to any LIBOR Certificate, 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.

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 is sufficient for the ratings originally assigned to the Certificates by such Rating Agency (without regard to the Class 2-A-2 Policy, in the case of the Class 2-A-2 Certificates);

(iii)         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 is sufficient for the ratings originally assigned to the Certificates by such Rating Agency (without regard to the Class 2-A-2 Policy, in the case of the Class 2-A-2 Certificates);

(iv)         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, but only if Moody’s is not a Rating Agency) 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 is sufficient for the

 



ratings originally assigned to the Certificates by such Rating Agency (without regard to the Class 2-A-2 Policy, in the case of the Class 2-A-2 Certificates);

(v)          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 (iv) above;

(vi)         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 (except (x) if the Rating Agency is Moody’s, such rating shall be the highest commercial paper rating of S&P for any such securities) and (y), or such lower rating as each Rating Agency has confirmed in writing is sufficient for the ratings originally assigned to the Certificates by such Rating Agency (without regard to the Class 2-A-2 Policy, in the case of the Class 2-A-2 Certificates);

(vii)       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 is sufficient for the ratings originally assigned to the Certificates by such Rating Agency (without regard to the Class 2-A-2 Policy, in the case of the Class 2-A-2 Certificates);

(viii)      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 is sufficient for the ratings originally assigned to the Certificates by such Rating Agency (without regard to the Class 2-A-2 Policy, in the case of the Class 2-A-2 Certificates); and

(ix)         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 (without regard to the Class 2-A-2 Policy, in the case of the Class 2-A-2 Certificates), as evidenced by a signed writing delivered by each Rating Agency, and reasonably acceptable to the NIM Insurer, as evidenced by a signed writing delivered by the NIM Insurer;

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 trustor 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 formed hereunder 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.

Plan: An “employee benefit plan” as defined in section 3(3) of ERISA that is subject to Title I of ERISA, a “plan” as defined in section 4975 of the Code that is subject to

 



section 4975 of the Code, or any Person investing on behalf of or with plan assets (as defined in 29 CFR §2510.3-101 or otherwise under ERISA) of such an employee benefit plan or plan.

Pool Net Rate Cap: As defined in the Preliminary Statement.

Pool Stated Principal Balance: The aggregate of the Stated Principal Balances of the Mortgage Loans which were Outstanding Mortgage Loans.

Pre-Funded Amount: The amount deposited in the Pre-Funding Account on the Closing Date, which shall equal $0.

Pre-Funding 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-BC5.” Funds in the Pre-Funding Account 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 hereunder, provided, however that any investment income earned from Permitted Investments made with funds in the Pre-Funding Account will be for the account of CHL.

Prepayment Assumption: The applicable rate of prepayment, as described in the Prospectus Supplement relating to the Certificates.

Prepayment Charge: With respect to any Mortgage Loan, the charges or premiums, if any, due in connection with a full or partial prepayment of such Mortgage Loan within the related Prepayment Charge Period in accordance with the terms thereof (other than any Master Servicer Prepayment Charge Payment Amount).

Prepayment Charge Period: With respect to any Mortgage Loan, the period of time during which a Prepayment Charge may be imposed.

Prepayment Charge Schedule: As of the Initial Cut-off Date with respect to each Initial Mortgage Loan and as of the Subsequent Cut-off Date with respect to each Subsequent Mortgage Loan, a list attached hereto as Schedule I (including the Prepayment Charge Summary attached thereto), setting forth the following information with respect to each Prepayment Charge:

 

(i)

the Mortgage Loan identifying number;

 

 

(ii)

a code indicating the type of Prepayment Charge;

 

 

(iii)

the state of origination of the related Mortgage Loan;

(iv)         the date on which the first monthly payment was due on the related Mortgage Loan;

 

(v)

the term of the related Prepayment Charge; and

 

 



 

(vi)         the principal balance of the related Mortgage Loan as of the Cut-off Date.

As of the Closing Date, the Prepayment Charge Schedule shall contain the necessary information for each Initial Mortgage Loan. The Prepayment Charge Schedule shall be amended by the Master Servicer upon the sale of any Subsequent Mortgage Loans to the Trust Fund. In addition, the Prepayment Charge Schedule shall be amended from time to time by the Master Servicer in accordance with the provisions of this Agreement and a copy of each related amendment shall be furnished by the Master Servicer to the Class P and Class C Certificateholders and the NIM Insurer.

Prepayment Interest Excess: With respect to any Distribution Date, for each Mortgage Loan that was the subject of a Principal Prepayment during the period from the related Due Date to the end of the related 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 or a Principal Prepayment in full during the period from the beginning of the related Prepayment Period to the Due Date in such Prepayment Period (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) and for each Mortgage Loan that became a Liquidated Mortgage Loan during the related Due Period, 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 related 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 beginning with the opening of business on the day immediately following the Initial Cut-off Date) and ending on the close of business on the fifteenth day of the month in which such Distribution Date occurs.

Prime Rate: The prime commercial lending rate of The Bank of New York, as publicly announced to be in effect from time to time. The Prime Rate shall be adjusted automatically, without notice, on the effective date of any change in such prime commercial lending rate. The Prime Rate is not necessarily The Bank of New York’s lowest rate of interest.

Principal Distribution Amount: With respect to each Distribution Date and a Loan Group, the sum of (i) the Principal Remittance Amount for such Loan Group for such Distribution Date less any portion of such amount used to cover any payment due to the Swap Counterparty with respect to such Distribution Date, (ii) the Extra Principal Distribution Amount for such Loan Group for such Distribution Date, and (iii) with respect to the Distribution Date immediately following the end of the Funding Period, the amount, if any, remaining in the Pre-

 



Funding Account at the end of the Funding Period (net of any investment income therefrom) allocable to such Loan Group, minus (iv) (a) the amount of any Group 1 Overcollateralization Reduction Amount, in the case of Loan Group 1, (b) the amount of any Group 2 Overcollateralization Reduction Amount, in the case of Loan Group 2 and (c) the amount of any Group 3 Overcollateralization Reduction Amount, in the case of Loan Group 3.

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 to the extent it 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 Relocation Payment: In the case of the Variable Loan Groups and Variable Interests only, a payment from any Loan Group to a REMIC 2 Interest other than a Regular Interest corresponding to that Loan Group as provided in the Preliminary Statement. Principal Relocation Payments shall be made of principal allocations comprising the Principal Remittance Amount from a Loan Group and shall include a proportionate allocation of Realized Losses from the Mortgage Loans of such Loan Group.

Principal Remittance Amount: With respect to the Mortgage Loans in each Loan Group and any Distribution Date, (a) the sum, without duplication, of: (i) the scheduled principal collected with respect to the Mortgage Loans during the related Due Period or advanced with respect to such Distribution Date, (ii) Principal Prepayments collected in the related Prepayment Period, with respect to the Mortgage Loans, (iii) the Stated Principal Balance of each Mortgage Loan that was repurchased by a Seller or purchased by the Master Servicer with respect to such Distribution Date, (iv) the amount, if any, by which the aggregate unpaid principal balance of any Replacement Mortgage Loans delivered by the Sellers 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 reimbursable pursuant to Section 6.03 and reimbursed during the related Due Period, in each case with respect to such Loan Group.

Principal Reserve Fund: The separate Eligible Account created and initially maintained by the Trustee pursuant to Section 3.08 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-BC5”. Funds in the Principal Reserve Fund shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

Private Certificates: The Class C and Class P Certificates.

Prospectus: The prospectus dated November 16, 2005, relating to asset-backed securities to be sold by the Depositor.

 



 

Prospectus Supplement: The prospectus supplement dated December 23, 2005, relating to the public offering of the certain Classes of Certificates offered thereby.

PTCE 95-60: As defined in Section 5.02(b).

PUD: A Planned Unit Development.

Purchase Price: With respect to any Mortgage Loan (x) required to be (1) repurchased by a Seller or purchased by the Master Servicer, as applicable, pursuant to Section 2.02, 2.03 or 3.12 hereof or (2) repurchased by the Depositor pursuant to Section 2.04 hereof, or (y) that the Master Servicer has a right to purchase pursuant to Section 3.12 hereof, an amount equal to the sum of (i) 100% of the unpaid principal balance (or, if such purchase or repurchase, as the case may be, is effected by the Master Servicer, the Stated Principal Balance) of the Mortgage Loan as of the date of such purchase, (ii) accrued interest thereon at the applicable Mortgage Rate (or, if such purchase or repurchase, as the case may be, is effected by the Master Servicer, at the Net Mortgage Rate) from (a) the date through which interest was last paid by the Mortgagor (or, if such purchase or repurchase, as the case may be, is effected by the Master Servicer, the date through which interest was last advanced and not reimbursed by the Master Servicer) to (b) the Due Date in the month in which the Purchase Price is to be distributed to Certificateholders and (iii) any costs, expenses and damages incurred by the Trust Fund resulting from any violation of any predatory or abusive lending law in connection with such Mortgage Loan.

R-1-R Interest: The uncertificated Residual Interest in REMIC 1.

R-2-R Interest: The uncertificated Residual Interest in REMIC 2.

R-3-R Interest: The uncertificated Residual Interest in REMIC 3.

Rating Agency: Each of Moody’s and S&P. 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 Mortgage 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 Mortgage 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 Mortgage 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. 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.

Record Date: With respect to any Distribution Date and the LIBOR 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, 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 outstanding aggregate Certificate Principal Balance of the LIBOR 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 LIBOR 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, CHL or the Master Servicer 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 the Class A-R Certificates.

Relief Act: The Servicemembers Civil Relief Act.

REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits which appear at section 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations and rulings promulgated thereunder, as the foregoing may be in effect from time to time.

REMIC 1: The segregated pool of assets described in the Preliminary Statement.

REMIC 1 Group I Regular Interests: REMIC 1 Regular Interest I, REMIC 1 Regular Interest I-1-A through REMIC II Regular Interest I-53-B as designated in the Preliminary Statement hereto.

 



 

REMIC 1 Group II Regular Interests: REMIC 1 Regular Interest II, REMIC 1 Regular Interest II-1-A through REMIC II Regular Interest II-53-B as designated in the Preliminary Statement hereto.

REMIC 1 Group III Regular Interests: REMIC 1 Regular Interest III and REMIC 1 Regular Interest III-1-A through REMIC II Regular Interest III-53-B as designated in the Preliminary Statement hereto.

REMIC 1 Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related REMIC 1 Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC 1 Regular Interests are set forth in the Preliminary Statement hereto. The REMIC 1 Regular Interests consist of the REMIC 1 Group I Regular Interests, the REMIC 1 Group II Regular Interests and REMIC 1 Group III Regular Interests.

REMIC 1 Remittance Rate: With respect to each REMIC 1 Group I Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average of the Mortgage Rates of the Group 1 Mortgage Loans less the sum of (i) the Servicing Fee Rate and (ii) the Trustee Fee Rate, multiplied by 2, subject to a maximum rate of 9.740%. With respect to each REMIC 1 Group I Regular Interest ending with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted average of the Mortgage Rates of the Group 1 Mortgage Loans less the sum of (i) the Servicing Fee Rate and (ii) the Trustee Fee Rate, over (ii) 9.740% and (y) 0.00%. With respect to each REMIC 1 Group II Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average of the Mortgage Rates of the Group 2 Mortgage Loans less the sum of (i) the Servicing Fee Rate and (ii) the Trustee Fee Rate, multiplied by 2, subject to a maximum rate of 9.740%. With respect to each REMIC 1 Group II Regular Interest ending with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted average of the Mortgage Rates of the Group 2 Mortgage Loans less the sum of (i) the Servicing Fee Rate and (ii) the Servicing Fee Rate over (ii) 9.740% and (y) 0.00%. With respect to each REMIC 1 Group III Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average of the Mortgage Rates of the Group 3 Mortgage Loans less the sum of (i) the Servicing Fee Rate and (ii) the Trustee Fee Rate, multiplied by 2, subject to a maximum rate of 9.740%. With respect to each REMIC 1 Group III Regular Interest ending with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted average of the Mortgage Rates of the Group 3 Mortgage Loans less the sum of (i) the Servicing Fee Rate and (ii) the Custodian Fee Rate over (ii) 9.740% and (y) 0.00%. With respect to REMIC 1 Regular Interest I, the weighted average of the Mortgage Rates of the Group 1 Mortgage Loans. With respect to REMIC 1 Regular Interest II, the weighted average of the Mortgage Rates of the Group 2 Mortgage Loans. With respect to REMIC 1 Regular Interest III, the weighted average of the Mortgage Rates of the Group 3 Mortgage Loans.

REMIC 2: The segregated pool of assets described in the Preliminary Statement.

 



 

REMIC 2 Interest Loss Allocation Amount: With respect to any Distribution Date, an amount (subject to adjustment based on the actual number of days elapsed in the respective Interest Accrual Periods for the indicated Regular Interests for such Distribution Date) equal to (a) the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC 2 Remittance Rate for REMIC 2 Regular Interest LT-AA minus the Marker Rate, divided by (b) 12.

REMIC 2 Marker Allocation Percentage: 50% of any amount payable or loss attributable from the Mortgage Loans, which shall be allocated to REMIC 2 Regular Interest LT-AA, REMIC 2 Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1, REMIC 2 Regular Interest LT-2A2, REMIC 2 Regular Interest LT-3A1, REMIC 2 Regular Interest LT-3A2, REMIC 2 Regular Interest LT-3A3, REMIC 2 Regular Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest LT-M8, REMIC 2 Regular Interest LT-B, REMIC 2 Regular Interest LT-ZZ and REMIC 2 Regular Interest LT-P.

REMIC 2 Overcollateralization Target Amount: 0.50% of the Overcollateralization Target Amount.

REMIC 2 Overcollateralized Amount: With respect to any date of determination, (i) 0.50% of the aggregate Uncertificated Principal Balance of the REMIC 2 Regular Interests minus (ii) the aggregate Uncertificated Balance of REMIC 2 Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1, REMIC 2 Regular Interest LT-2A2, REMIC 2 Regular Interest LT-3A1, REMIC 2 Regular Interest LT-3A2, REMIC 2 Regular Interest LT-3A3, REMIC 2 Regular Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest LT-M8, REMIC 2 Regular Interest LT-B, REMIC 2 Regular Interest LT-AR and REMIC 2 Regular Interest LT-P in each case as of such date of determination.

REMIC 2 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 and REO Properties then outstanding and (ii) one minus a fraction, the numerator of which is two times the aggregate Uncertificated Principal Balance of REMIC 2 Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1, REMIC 2 Regular Interest LT-2A2, REMIC 2 Regular Interest LT-3A1, REMIC 2 Regular Interest LT-3A2, REMIC 2 Regular Interest LT-3A3, REMIC 2 Regular Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest LT-M8 and REMIC 2 Regular Interest LT-B, and the denominator of which is the aggregate Uncertificated Principal Balance of REMIC 2 Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1, REMIC 2 Regular Interest LT-2A2, REMIC 2 Regular Interest LT-3A1, REMIC 2 Regular Interest LT-3A2, REMIC 2 Regular Interest LT-3A3, REMIC 2 Regular Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest LT-

 



M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest LT-M8, REMIC 2 Regular Interest LT-B and REMIC 2 Regular Interest LT-ZZ.

REMIC 2 Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC 2 issued hereunder and designated as a “regular interest” in REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related REMIC 2 Remittance Rate in effect from time to time, and shall be entitled to distributions of principal (other than REMIC 2 Regular Interest II-IO), subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto. The following is a list of each of the REMIC III Regular Interests: REMIC 2 Regular Interest LT-AA, REMIC 2 Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1, REMIC 2 Regular Interest LT-2A2, REMIC 2 Regular Interest LT-3A1, REMIC 2 Regular Interest LT-3A2, REMIC 2 Regular Interest LT-3A3, REMIC 2 Regular Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest LT-M8, REMIC 2 Regular Interest LT-B, REMIC 2 Regular Interest LT-ZZ, REMIC 2 Regular Interest LT-P, REMIC 2 Regular Interest LT-AR, REMIC 2 Regular Interest LT-XX, REMIC 2 Regular Interest LT-1SUB, REMIC 2 Regular Interest LT-1GRP, REMIC 2 Regular Interest LT-2SUB, REMIC 2 Regular Interest LT-2GRP, REMIC 2 Regular Interest LT-3SUB, REMIC 2 Regular Interest LT-3GRP and REMIC 2 Regular Interest II-IO.

REMIC 2 Remittance Rate: With respect to REMIC 2 Regular Interest LT-AA, REMIC 2 Regular Interest LT-1A, REMIC 2 Regular Interest LT-2A1, REMIC 2 Regular Interest LT-2A2, REMIC 2 Regular Interest LT-3A1, REMIC 2 Regular Interest LT-3A2, REMIC 2 Regular Interest LT-3A3, REMIC 2 Regular Interest LT-M1, REMIC 2 Regular Interest LT-M2, REMIC 2 Regular Interest LT-M3, REMIC 2 Regular Interest LT-M4, REMIC 2 Regular Interest LT-M5, REMIC 2 Regular Interest LT-M6, REMIC 2 Regular Interest LT-M7, REMIC 2 Regular Interest LT-M8, REMIC 2 Regular Interest LT-ZZ, REMIC 2 Regular Interest LT-P, REMIC 2 Regular Interest LT-1SUB, REMIC 2 Regular Interest LT-2SUB, REMIC 2 Regular Interest LT-3SUB and REMIC 2 Regular Interest LT-XX, a per annum rate (but not less than zero) equal to the weighted average of: (x) with respect to REMIC 1 Regular Interest I, REMIC 2 Regular Interest II and each REMIC 1 Regular Interest ending with the designation “B”, the weighted average of the REMIC 1 Remittance Rates for such REMIC 1 Regular Interests, weighted on the basis of the Uncertificated Principal Balances of such REMIC 1 Regular Interests for each such Distribution Date and (y) with respect to REMIC 1 Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for each such REMIC 1 Regular Interest listed below, weighted on the basis of the Uncertificated Principal Balances of each such REMIC 1 Regular Interest for each such Distribution Date:

Distribution
Date

REMIC 1 Regular Interest

Rate

1

I-1-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-1-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate REMIC 1 Remittance Rate

 

III-1-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate REMIC 1 Remittance Rate

 

 



 

 

2

I-2-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-2-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-2-A through 1II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A

REMIC 1 Remittance Rate

 

II-1-A

REMIC 1 Remittance Rate

 

III-1-A

REMIC 1 Remittance Rate

 

3

I-3-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-3-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-3-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A and I-2-A

REMIC 1 Remittance Rate

 

II-1-A and II-2-A

REMIC 1 Remittance Rate

 

III-1-A and III-2-A

REMIC 1 Remittance Rate

 

4

I-4-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-4-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-4-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-3-A

REMIC 1 Remittance Rate

 

II-1-A through II-3-A

REMIC 1 Remittance Rate

 

III-1-A through III-3-A

REMIC 1 Remittance Rate

 

5

I-5-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-5-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-5-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-4-A

REMIC 1 Remittance Rate

 

II-1-A through II-4-A

REMIC 1 Remittance Rate

 

III-1-A through III-4-A

REMIC 1 Remittance Rate

 

6

I-6-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-6-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-6-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-5-A

REMIC 1 Remittance Rate

 

II-1-A through II-5-A

REMIC 1 Remittance Rate

 

III-1-A through III-5-A

REMIC 1 Remittance Rate

 

7

I-7-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-7-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-7-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-6-A

REMIC 1 Remittance Rate

 

II-1-A through II-6-A

REMIC 1 Remittance Rate

 

III-1-A through III-6-A

REMIC 1 Remittance Rate

 

8

I-8-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-8-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-8-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-7-A

REMIC 1 Remittance Rate

 

 



 

 

 

II-1-A through II-7-A

REMIC 1 Remittance Rate

 

III-1-A through III-7-A

REMIC 1 Remittance Rate

 

9

I-9-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-9-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-9-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-8-A

REMIC 1 Remittance Rate

 

II-1-A through II-8-A

REMIC 1 Remittance Rate

 

III-1-A through III-8-A

REMIC 1 Remittance Rate

 

10

I-10-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-10-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-10-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-9-A

REMIC 1 Remittance Rate

 

II-1-A through II-9-A

REMIC 1 Remittance Rate

 

III-1-A through III-9-A

REMIC 1 Remittance Rate

 

11

I-11-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-11-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-11-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-10-A

REMIC 1 Remittance Rate

 

II-1-A through II-10-A

REMIC 1 Remittance Rate

 

III-1-A through III-10-A

REMIC 1 Remittance Rate

 

12

I-12-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-12-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-12-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-11-A

REMIC 1 Remittance Rate

 

II-1-A through II-11-A

REMIC 1 Remittance Rate

 

III-1-A through III-11-A

REMIC 1 Remittance Rate

 

13

I-13-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-13-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-13-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-12-A

REMIC 1 Remittance Rate

 

II-1-A through II-12-A

REMIC 1 Remittance Rate

 

III-1-A through III-12-A

REMIC 1 Remittance Rate

 

14

I-14-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-14-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-14-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-13-A

REMIC 1 Remittance Rate

 

II-1-A through II-13-A

REMIC 1 Remittance Rate

 

III-1-A through III-13-A

REMIC 1 Remittance Rate

 

15

I-15-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-15-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

 



 

 

 

III-15-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-14-A

REMIC 1 Remittance Rate

 

II-1-A through II-14-A

REMIC 1 Remittance Rate

 

III-1-A through III-14-A

REMIC 1 Remittance Rate

 

16

I-16-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-16-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-16-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-15-A

REMIC 1 Remittance Rate

 

II-1-A through II-15-A

REMIC 1 Remittance Rate

 

III-1-A through III-15-A

REMIC 1 Remittance Rate

 

17

I-17-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-17-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-17-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-16-A

REMIC 1 Remittance Rate

 

II-1-A through II-16-A

REMIC 1 Remittance Rate

 

III-1-A through III-16-A

REMIC 1 Remittance Rate

 

18

I-18-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-18-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-18-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-17-A

REMIC 1 Remittance Rate

 

II-1-A through II-17-A

REMIC 1 Remittance Rate

 

III-1-A through III-17-A

REMIC 1 Remittance Rate

 

19

I-19-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-19-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-19-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-18-A

REMIC 1 Remittance Rate

 

II-1-A through II-18-A

REMIC 1 Remittance Rate

 

III-1-A through III-18-A

REMIC 1 Remittance Rate

 

20

I-20-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-20-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-20-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-19-A

REMIC 1 Remittance Rate

 

II-1-A through II-19-A

REMIC 1 Remittance Rate

 

III-1-A through III-19-A

REMIC 1 Remittance Rate

 

21

I-21-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-21-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-21-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-20-A

REMIC 1 Remittance Rate

 

II-1-A through II-20-A

REMIC 1 Remittance Rate

 

III-1-A through III-20-A

REMIC 1 Remittance Rate

 

 

 



 

 

22

I-22-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-22-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-22-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-21-A

REMIC 1 Remittance Rate

 

II-1-A through II-21-A

REMIC 1 Remittance Rate

 

III-1-A through III-21-A

REMIC 1 Remittance Rate

 

23

I-23-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-23-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-23-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-22-A

REMIC 1 Remittance Rate

 

II-1-A through II-22-A

REMIC 1 Remittance Rate

 

III-1-A through III-22-A

REMIC 1 Remittance Rate

 

24

I-24-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-24-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-24-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-23-A

REMIC 1 Remittance Rate

 

II-1-A through II-23-A

REMIC 1 Remittance Rate

 

III-1-A through III-23-A

REMIC 1 Remittance Rate

 

25

I-25-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-25-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-25-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-24-A

REMIC 1 Remittance Rate

 

II-1-A through II-24-A

REMIC 1 Remittance Rate

 

III-1-A through III-24-A

REMIC 1 Remittance Rate

 

26

I-26-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-26-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-26-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-25-A

REMIC 1 Remittance Rate

 

II-1-A through II-25-A

REMIC 1 Remittance Rate

 

III-1-A through III-25-A

REMIC 1 Remittance Rate

 

27

I-27-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-27-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-27-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-26-A

REMIC 1 Remittance Rate

 

II-1-A through II-26-A

REMIC 1 Remittance Rate

 

III-1-A through III-26-A

REMIC 1 Remittance Rate

 

28

I-28-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-28-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-28-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-27-A

REMIC 1 Remittance Rate

 

 



 

 

 

II-1-A through II-27-A

REMIC 1 Remittance Rate

 

III-1-A through III-27-A

REMIC 1 Remittance Rate

 

29

I-29-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-29-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-29-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-28-A

REMIC 1 Remittance Rate

 

II-1-A through II-28-A

REMIC 1 Remittance Rate

 

III-1-A through III-28-A

REMIC 1 Remittance Rate

 

30

I-30-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-30-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-30-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-29-A

REMIC 1 Remittance Rate

 

II-1-A through II-29-A

REMIC 1 Remittance Rate

 

III-1-A through III-29-A

REMIC 1 Remittance Rate

 

31

I-31-A through I-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

II-31-A through II-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

III-31-A through III-53-A

2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance Rate

 

I-1-A through I-30-A

REMIC 1 Remittance Rate

 

II-1-A through II-30-A