EXHIBIT 4.1
===============================================================================
CWABS, INC.,
Depositor
[COUNTRYWIDE HOME LOANS, INC.],
Seller
[PARK MONACO INC.],
Seller
[PARK SIENNA LLC],
Seller
[COUNTRYWIDE HOME LOANS SERVICING LP],
Master Servicer
------------------------,
Trustee
and
------------------------------------,
Co-Trustee
------------------------------------,
POOLING AND SERVICING AGREEMENT
Dated as of __________, 200_
------------------------------------
ASSET-BACKED CERTIFICATES, SERIES 200_-__
<PAGE>
<TABLE>
<CAPTION>
Table of Contents
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Page
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ARTICLE I.
DEFINITIONS
<S>
<C>
<C>
Section 1.01 Defined
Terms..................................................................................13
Section 1.02 Certain
Interpretive
Provisions................................................................65
ARTICLE II.
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance
of Mortgage
Loans...................................................................65
Section 2.02 Acceptance
by Trustee of the Mortgage
Loans....................................................72
Section 2.03
Representations, Warranties and Covenants of the Master Servicer
and the Sellers...............78
Section 2.04
Representations and Warranties of the
Depositor................................................96
Section 2.05 Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases................98
Section 2.06
Authentication and Delivery of
Certificates....................................................98
Section 2.07 Covenants
of the Master
Servicer...............................................................99
ARTICLE III.
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01 Master
Servicer to Service Mortgage
Loans......................................................99
Section 3.02
Subservicing; Enforcement of the Obligations of Master
Servicer...............................101
Section 3.03 Rights of
the Depositor, the Sellers, the Certificateholders, the NIM
Insurer, the Class
[AF-5B] Insurer and the Trustee in Respect of the Master
Servicer.............................102
Section 3.04 Trustee to
Act as Master
Servicer.............................................................102
Section 3.05 Collection
of Mortgage Loan Payments; Certificate Account; Distribution
Account; Pre-Funding
Account; Seller Shortfall Interest
Requirement................................................103
Section 3.06 Collection
of Taxes, Assessments and Similar Items; Escrow
Accounts...........................106
Section 3.07 Access to
Certain Documentation and Information Regarding the Mortgage
Loans..................107
Section 3.08 Permitted
Withdrawals from the Certificate Account, Distribution Account,
Carryover Reserve
Fund and the Principal Reserve
Fund...........................................................107
Section 3.09
[Reserved]....................................................................................110
Section 3.10
Maintenance of Hazard
Insurance...............................................................110
Section 3.11
Enforcement of Due-On-Sale Clauses; Assumption
Agreements.....................................111
Section 3.12
Realization Upon Defaulted Mortgage Loans; Determination of Excess
Proceeds and Realized
Losses; Repurchase of Certain Mortgage
Loans..................................................112
Section 3.13 Co-Trustee
to Cooperate; Release of Mortgage
Files............................................116
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Section 3.14 Documents,
Records and Funds in Possession of Master Servicer to be Held for
the Trustee......117
Section 3.15 Servicing
Compensation........................................................................117
Section 3.16 Access to
Certain
Documentation...............................................................118
Section 3.17 Annual
Statement as to
Compliance.............................................................118
Section 3.18 The
Corridor
Contracts........................................................................119
Section 3.19 Prepayment
Charges............................................................................119
ARTICLE IV.
DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
Section 4.01 Advances;
Remittance
Reports..................................................................120
Section 4.02 Reduction
of Servicing Compensation in Connection with Prepayment Interest
Shortfalls.........122
Section 4.03
[Reserved]....................................................................................122
Section 4.04
Distributions.................................................................................122
Section 4.05 Monthly
Statements to
Certificateholders......................................................138
Section 4.06 [Class
[AF-5B] Policy; Rights of the Class [AF-5B]
Insurer....................................138
Section 4.07 [Carryover
Reserve
Fund.......................................................................138
Section 4.08 [Credit
Comeback Excess
Account...............................................................138
ARTICLE V.
THE CERTIFICATES
Section 5.01 The
Certificates..............................................................................138
Section 5.02
Certificate Register; Registration of Transfer and Exchange of
Certificates...................138
Section 5.03 Mutilated,
Destroyed, Lost or Stolen
Certificates.............................................138
Section 5.04 Persons
Deemed
Owners.........................................................................138
Section 5.05 Access to
List of Certificateholders' Names and
Addresses.....................................138
Section 5.06 Book-Entry
Certificates.......................................................................138
Section 5.07 Notices to
Depository.........................................................................138
Section 5.08 Definitive
Certificates.......................................................................138
Section 5.09
Maintenance of Office or
Agency...............................................................138
ARTICLE VI.
THE DEPOSITOR, THE MASTER SERVICER AND THE SELLERS
Section 6.01 Respective
Liabilities of the Depositor, the Master Servicer and the
Sellers..................138
Section 6.02 Merger or
Consolidation of the Depositor, the Master Servicer or the
Sellers..................138
Section 6.03 Limitation
on Liability of the Depositor, the Sellers, the Master Servicer,
the NIM Insurer
and
Others....................................................................................138
Section 6.04 Limitation
on Resignation of Master
Servicer..................................................138
Section 6.05 Errors and
Omissions Insurance; Fidelity
Bonds................................................138
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ARTICLE VII.
DEFAULT; TERMINATION OF MASTER SERVICER
Section 7.01 Events of
Default.............................................................................138
Section 7.02 Trustee to
Act; Appointment of
Successor......................................................138
Section 7.03
Notification to
Certificateholders............................................................138
ARTICLE VIII.
CONCERNING THE TRUSTEE AND THE CO-TRUSTEE
Section 8.01 Duties of
Trustee.............................................................................138
Section 8.02 Certain
Matters Affecting the
Trustee.........................................................138
Section 8.03 Trustee
Not Liable for Mortgage
Loans.........................................................138
Section 8.04 Trustee
May Own
Certificates..................................................................138
Section 8.05 Master
Servicer to Pay Trustee's Fees and
Expenses............................................138
Section 8.06
Eligibility Requirements for
Trustee..........................................................138
Section 8.07
Resignation and Removal of
Trustee............................................................138
Section 8.08 Successor
Trustee.............................................................................138
Section 8.09 Merger or
Consolidation of
Trustee............................................................138
Section 8.10
Appointment of Co-Trustee or Separate
Trustee.................................................138
Section 8.11 Tax
Matters...................................................................................138
Section 8.12
Co-Trustee....................................................................................138
Section 8.13 Access to
Records of the
Trustee..............................................................138
Section 8.14 Suits for
Enforcement.........................................................................138
ARTICLE IX.
TERMINATION
Section 9.01
Termination upon Liquidation or Repurchase of all Mortgage
Loans..............................138
Section 9.02 Final
Distribution on the
Certificates........................................................138
Section 9.03 Additional
Termination
Requirements...........................................................138
ARTICLE X.
MISCELLANEOUS PROVISIONS
Section 10.01
Amendment.....................................................................................138
Section 10.02 Recordation of
Agreement;
Counterparts........................................................138
Section 10.03 Governing
Law.................................................................................138
Section 10.04 Intention of
Parties..........................................................................138
Section 10.05
Notices.......................................................................................138
Section 10.06 Severability of
Provisions....................................................................138
Section 10.07
Assignment....................................................................................138
Section 10.08 Limitation on
Rights of
Certificateholders....................................................138
Section 10.09 Inspection and
Audit
Rights...................................................................138
Section 10.10 Certificates Nonassessable and
Fully
Paid.....................................................138
Section 10.11 Rights of NIM
Insurer.........................................................................138
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ARTICLE XI.
EXCHANGE ACT REPORTING
Section 11.01 Filing
Obligations............................................................................138
Section 11.02 Form 10-D
Filings.............................................................................138
Section 11.03 Form 8-K
Filings..............................................................................138
Section 11.04 Form 10-K
Filings.............................................................................138
Section 11.05 Sarbanes-Oxley
Certification..................................................................138
Section 11.06
Form 15
Filing................................................................................138
Section 11.07 Report on
Assessment of Compliance and
Attestation............................................138
Section 11.08 Use of
Subservicers and
Subcontractors........................................................138
Section 11.09
Amendments....................................................................................138
Exhibits
EXHIBIT A
Forms of Certificates
EXHIBIT A-1
Form of Class [AF-1A] Certificate
EXHIBIT A-2
Form of Class [AF-1B] Certificate
EXHIBIT A-3
Form of Class [AF-2] Certificate
EXHIBIT A-4
Form of Class [AF-3] Certificate
EXHIBIT A-5
Form of Class [AF-4] Certificate
EXHIBIT A-6
Form of Class [AF-5A] Certificate
EXHIBIT A-7
Form of Class [AF-5B] Certificate
EXHIBIT A-8
Form of Class [AF-__] Certificate
EXHIBIT A-9
Form of Class [MF-1] Certificate
EXHIBIT A-10
Form of Class [MF-2] Certificate
EXHIBIT A-11
Form of Class [MF-3] Certificate
EXHIBIT A-12
Form of Class [MF-__] Certificate
EXHIBIT A-13
Form of Class [MF-__] Certificate
EXHIBIT A-14
Form of Class [BF] Certificate
EXHIBIT A-15
Form of Class [2-AV-1] Certificate
EXHIBIT A-16
Form of Class [2-AV-2] Certificate
EXHIBIT A-17
Form of Class [2-AV-__] Certificate
EXHIBIT A-18
Form of Class [3-AV-1] Certificate
EXHIBIT A-19
Form of Class [3-AV-2] Certificate
EXHIBIT A-20
Form of Class [3-AV-__] Certificate
EXHIBIT A-21
Form of Class [MV-1] Certificate
EXHIBIT A-22
Form of Class [MV-2]Certificate
EXHIBIT A-23
Form of Class [MV-3] Certificate
EXHIBIT A-24
Form of Class [MV-__] Certificate
EXHIBIT A-25
Form of Class [MV-__]Certificate
EXHIBIT A-26
Form of Class [BV] Certificate
EXHIBIT B
Forms of Class [P] Certificates
EXHIBIT B-1
Form of Class [PF] Certificate
EXHIBIT B-2
Form of Class [PV] Certificate
EXHIBIT C
Forms of Class [C] Certificates
EXHIBIT C-1
Form of Class [CF]Certificate
iv
<PAGE>
EXHIBIT C-2
Form of Class [CV] Certificate
EXHIBIT D
Form of Class A-R Certificate
EXHIBIT E
Form of Tax Matters Person Certificate (Class A-R)
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-1
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
Form of Corridor Contracts
EXHIBIT Q-1
Form
of Class [AF-1A]Corridor Contract
EXHIBIT Q-2
Form of Class [2-AV] Corridor Contract
EXHIBIT Q-3
Form of Class [3-AV] Corridor Contract
EXHIBIT Q-4
Form of Adjustable Rate Subordinate Corridor Contract
EXHIBIT R
Form of Class [AF-5B] Policy
EXHIBIT S-1
Form of Corridor Contract Assignment Agreement
EXHIBIT S-2
Form of Corridor Contract Administration Agreement
EXHIBIT T
Officer's Certificate with respect to Prepayments
EXHIBIT U
Monthly Report
EXHIBIT V
Form of Performance Certification
EXHIBIT V-1
Form of Performance Certification (Subservicer)
EXHIBIT V-2
Form of Performance Certification (Trustee)
EXHIBIT W
Form of Servicing Criteria to be Addressed in Assessment of
Compliance Statement
EXHIBIT X
List of Item 1119 Parties
EXHIBIT Y
Form of Sarbanes-Oxley Certification (Replacement of Master
Servicer)
SCHEDULE I
Prepayment Charge Schedule and Prepayment Charge Summary
SCHEDULE II
Collateral Schedule
SCHEDULE III
Class [3-AV-1] Target Balance Schedule
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<PAGE>
POOLING AND SERVICING AGREEMENT, dated as of _________, 200_, 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 SIENNA LLC], a [Delaware
limited
liability company] ("[Park Sienna]" or a "Seller", and together
with [CHL] and
[Park Monaco], the "Sellers"), [COUNTRYWIDE HOME LOANS SERVICING
LP], a [Texas
limited partnership], as master servicer (the "Master
Servicer"),
_______________________, a ___________________, as trustee (the
"Trustee"),
and ________________________, a ________________________, as
co-trustee (the
"Co-Trustee").
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby
conveyed
to the Trustee in return for the Certificates. The Trust Fund
(excluding the
Credit Comeback Excess Account, the Carryover Reserve Fund, the
assets held in
the Pre-Funding Account and the Trust Fund's rights with respect to
payments
received under the Corridor Contracts) for federal income tax
purposes will
consist of four REMICs ("REMIC 1", "REMIC 2", "REMIC 3" and the
"Master
REMIC"). Each Certificate, other than the Class A-R Certificate,
will
represent ownership of one or more regular interests in the Master
REMIC for
purposes of the REMIC Provisions. The Class A-R Certificate
represents
ownership of the sole class of residual interest in REMIC 1, REMIC
2, REMIC 3
and the Master REMIC. The Master REMIC will hold as assets the
several classes
of uncertificated REMIC 3 Interests. Each REMIC 3 Interest (other
than the
R-3-R Interest) is hereby designated as a regular interest in REMIC
3. REMIC 3
will hold as assets the several classes of REMIC 2 Interests (other
than the
R-2-R Interest). Each REMIC 2 Interest (other than the R-2-R
Interest) is
hereby designated as a regular interest in REMIC 2. REMIC 2 will
hold as
assets the several classes of REMIC 1 Interests (other than the
R-1-R
Interest). Each REMIC 1 Interest (other than the R-1-R Interest) is
hereby
designated as a regular interest in REMIC 1. REMIC 1 will hold as
assets all
property of the Trust Fund (excluding the Credit Comeback Excess
Account, the
Carryover Reserve Fund, the assets held in the Pre-Funding Account
and the
Trust Fund's rights with respect to payments received under the
Corridor
Contracts). The latest possible maturity date of all REMIC regular
interests
created in this Agreement shall be the Latest Possible Maturity
Date.
REMIC 1:
The REMIC 1 Interests will have the principal balances,
pass-through
rates and Corresponding Loan Groups as set forth below.
<PAGE>
<TABLE>
<CAPTION>
Initial
Corresponding Loan
REMIC 1 Interests
Balance
Pass-Through Rate
Group(s)
----------------------------------------------- ----------------------
----------------------- ---------------------
<S>
<C>
<C>
<C>
R-1-1-I.....................................
(1)
(5)
[1]
R-1-1-S.....................................
(2)
(6)
[1]
R-1-2-I.....................................
(1)
(5)
[2]
R-1-2-S.....................................
(2)
(6)
[2]
R-1-3-I.....................................
(1)
(5)
[3]
R-1-3-S.....................................
(2)
(6)
[3]
R-1-XF......................................
(3)
(7)
[1]
R-1-XV......................................
(3)
(7)
[2 and 3]
R-1-R.......................................
(4)
(4)
N/A
---------------
</TABLE>
(1) The principal
balance of each REMIC 1 Interest having an "I" designation
is
the principal balance of all the Initial Mortgage Loans in the
Corresponding Loan Group.
(2) The principal
balance of each REMIC 1 Interest having an "S" designation
is
the principal balance of all the Subsequent Mortgage Loans in
the
Corresponding Loan Group.
(3) This REMIC 1
Interest pays no principal.
(4) The R-1-R Interest
is the sole class of residual interest in REMIC 2. It
has
no principal balance and pays no principal or interest.
(5) The interest rate
for this REMIC 1 Interest with respect to any
Distribution Date (and the related Accrual Period) through the
Distribution Date in ________ 200_ is a per annum rate equal to
the
weighted average of the Adjusted Net Mortgage Rates of the
Initial
Mortgage Loans in the Corresponding Loan Group. For any
Distribution Date
(and
the related Accrual Period) following the Distribution Date in
________ 200_, the interest rate for this REMIC 1 Interest is a per
annum
rate
equal to the weighted average of the Adjusted Net Mortgage Rates
of
all the Mortgage Loans
in the Corresponding Loan Group.
(6) The interest rate
for this REMIC 1 Interest with respect to any
Distribution Date (and the related Accrual Period) through the
Distribution Date in ________ 200_ is a per annum rate equal to
_____%.
For
any Distribution Date (and the related Accrual Period) following
the
Distribution Date in ________ 200_, the interest rate for this
REMIC 1
Interest is a per annum rate equal to the weighted average of
the
Adjusted Net Mortgage Rates of all the Mortgage Loans in the
Corresponding Loan Group.
(7) For any
Distribution Date (and the related Accrual Period) through the
Distribution Date in ________ 200_, this REMIC 1 Interest is
entitled to
all
the interest payable with respect to the Subsequent Mortgage Loans
in
the
Corresponding Loan Group (or Groups). For any Distribution Date
(and
the
related Accrual Period) following the
2
<PAGE>
Distribution Date in ________ 200_, the interest rate for this
REMIC 1
Interest is a per annum rate equal to ____%.
On
each Distribution Date, the Interest Funds and the Principal
Distribution Amount of the Corresponding Loan Groups shall be
distributed with
respect to the REMIC 1 Interests in the following manner:
(1)
Interest. Interest is to be distributed with respect to each REMIC
1
Interest at the rate, or according to the formulas, described
above.
(2)
Principal For any Distribution Date (and the related Accrual
Period)
through the Distribution Date in ________ 200_, the Principal
Distribution
Amount with respect to the Initial Mortgage Loans in a Loan Group
shall be
allocated to its corresponding "I" REMIC 1 Interests, and the
Principal
Distribution Amount with respect to the Subsequent Mortgage Loans
in a Loan
Group shall be allocated to its corresponding "S" REMIC 1
Interests. For any
Distribution Date (and the related Accrual Period) after the
Distribution Date
in ________ 200_, the Principal Distribution Amount with respect to
all
Mortgage Loans in a Loan Group shall be allocated in proportion to
its
corresponding REMIC 1 Interests.
REMIC 2:
The REMIC 2 Interests will have the principal balances,
pass-through
rates and Corresponding Loan Groups as set forth below. For the
purpose of the
descriptions that follow, (1) Loan Group [1] and the REMIC 2
Interests that
correspond to Loan Group [1] are referred to, from time to time, as
the "Fixed
Loan Group" and the "Fixed Interests," respectively, and (2) Loan
Group [2]
and Loan Group [3] and the REMIC 2 Interests corresponding to Loan
Group [2]
and Loan Group [3] are referrred to, from time to time, as the
"Variable Loan
Groups" and the "Variable Interests," respectively.
<TABLE>
<CAPTION>
Pass-Through
Corresponding
REMIC 2 Interests
Initial Balance
Rate
Loan Group
----------------------------------------------- ------------------------
---------------------
----------------------
<S>
<C>
<C>
<C>
R-2-F ......................................
(1)
(2)
[1]
R-2-A-2 ([0.9]% of SCB Group [2])...........
(3)
(4)
[2]
R-2-B-2 ([0.1]% of SCB Group [2])...........
(3)
(4)
[2]
R-2-C-2 ([0.9]% of ASCB Group [2])..........
(3)
(4)
[2]
R-2-D-2 ([0.1]% of ASCB Group [2])..........
(3)
(4)
[2]
R-2-E-2 (Excess of Group [2])...............
(3)
(4)
[2]
R-2-A-3 ([0.9]% of SCB Group [3])...........
(3)
(5)
[3]
R-2-B-3 ([0.1]% of SCB Group [3])...........
(3)
(5)
[3]
R-2-C-3 ([0.9]% of ASCB Group [3])..........
(3)
(5)
[3]
R-2-D-3 ([0.1]% of ASCB Group [3])..........
(3)
(5)
[3]
R-2-E-3 (Excess of Group [3])...............
(3)
(5)
[3]
3
<PAGE>
R-2-[PF]....................................
$[100]
(6)
N/A
R-2-[PV]....................................
$[100]
(7)
N/A
R-2-R.......................................
(8)
(8)
N/A
R-2-XF......................................
(9)
(10)
N/A
R-2-XV......................................
(9)
(11)
N/A
---------------
</TABLE>
(1) The Class F
Interest will have a principal balance equal to the principal
balance of the R-1-1-I and R-1-1-S Interests.
(2) A rate equal to
the weighted average of the pass-through rates of the
R-1-1-I and R-1-1-S Interests (the "Loan Group [1] Net Rate
Cap").
(3) With respect to
the Variable Interests, each REMIC 2 Interest having an
"R-2-A-" designation (each, an "R-2-A Interest") will have a
principal
balance initially equal to [0.9]% of the Subordinate Component
Balance
("SCB") of its Corresponding Loan Group. Each REMIC 2 Interest
having an
"R-2-B-" designation (each, an "R-2-B Interest") will have a
principal
balance initially equal to [0.1]% of the SCB of its Corresponding
Loan
Group. Each REMIC 2 Interest having an "R-2-C-" designation (each,
an
"R-2-C Interest") will have a principal balance initially equal to
[0.9]%
of
the Adjusted Subordinated Component Balance ("ASCB") of its
Corresponding Loan Group. Each REMIC 2 Interest having an
"R-2-D-"
designation (each, an
"R-2-D Interest") will have a principal balance
initially equal to [0.1]% of the ASCB of its Corresponding Loan
Group.
The
initial principal balance of each REMIC 2 Interest having an
"R-2-E-"
designation (each, an "R-2-E Interest") will equal the excess of
its
Corresponding Loan Group over the initial aggregate principal
balances of
the
R-2-A, R-2-B, R-2-C and R-2-D Interests corresponding to such
Loan
Group.
(4) A rate equal to
the weighted average of the pass-through rates of the
R-1-2-I and R-1-2-S Interests (the "Loan Group [2] Net Rate
Cap").
(5) A rate equal to
the weighted average of the pass-through rates of the
R-1-3-I and R-1-3-S Interests (the "Loan Group [3] Net Rate
Cap").
(6) The R-2-PF
Interest is entitled to all Prepayment Charges collected with
respect to the Mortgage Loans in Group [1]. It pays no
interest.
(7) The R-2-PV
Interest is entitled to all Prepayment Charges collected with
respect to the Mortgage Loans in Loan Group [2] and Loan Group [3].
It
pays
no interest.
(8) The R-2-R Interest
is the sole class of residual interest in REMIC 2. It
has
no principal balance and pays no principal or interest.
(9) This REMIC 2
Interest pays no principal.
(10) This REMIC 2 Interest is entitiled to all amounts payable with
respect to
the
R-1-XF Interest.
4
<PAGE>
(11) This REMIC 2 Interest is entitiled to all amounts payable with
respect to
the
R-1-XV Interest.
On each Distribution Date, the Interest Funds and the Principal
Distribution Amounts payable with respect to the REMIC 1 Interests
shall be
payable with respect to the REMIC 2 Interests in the following
manner:
(1)
Interest. Interest is to be distributed with respect to each REMIC
2
Interest at the rate, or according to the formulas, described
above.
(2)
Principal. All Principal Distribution Amounts arising with respect
to
Loan Group [1] shall be allocated to the Fixed Interests.
(3)
Principal if no Cross-Over Situation Exists. If no Cross-Over
Situation exists with respect to any Variable Interest, then the
Principal
Distribution Amounts payable with respect to each Variable Loan
Group will be
payable: first to cause the Variable Loan Group's corresponding
R-2-A, R-2-B,
R-2-C and R-2-D Interests to equal, respectively, [0.9]% of the
SCB, [0.1]% of
the SCB, [0.9]% of the ASCB and [0.1]% of the ASCB, of the
Corresponding Loan
Group, and then to the corresponding R-2-E Interest.
(4)
Principal if a Cross-Over Situation Exists. If a Cross-Over
Situation
exists with respect to the R-2-A and R-2-B Interests then:
(a)
if the Calculation Rate in respect of the outstanding R-2-A and
R-2-B
Interests is less than the Adjustable Rate Subordinate Net Rate
Cap, Principal
Relocation Payments will be made proportionately to the outstanding
R-2-A
Interests prior to any other principal distributions from each such
Variable
Loan Group; and
(b)
if the Calculation Rate in respect of the outstanding R-2-A and
R-2-B
Interests is greater than the Adjustable Rate Subordinate Net Rate
Cap,
Principal Relocation Payments will be made proportionately to the
outstanding
R-2-B Interests prior to any other principal distributions from
each such
Variable Loan Group.
In each case, Principal Relocation Payments will be made so as to
cause the
Calculation Rate in respect of the outstanding R-2-A and R-2-B
Interests to
equal the Adjustable Rate Subordinate Net Rate Cap. With respect to
each
Variable Loan Group, if (and to the extent that) the sum of (a) the
principal
payments comprising the Principal Distribution Amount payable for
the related
Distribution Date and (b) the Realized Losses, are insufficient to
make the
necessary reductions of principal on the R-2-A and R-2-B Interests,
then
interest will be added to the Variable Loan Group's R-2-E
Interest.
5
<PAGE>
(c) The outstanding aggregate R-2-A and R-2-B Interests for both
Variable Loan
Groups will not be reduced below 1 percent of the excess of (i) the
aggregate
outstanding Stated Principal Balances of all Variable Loan Groups
as of the
end of any Due Period over (ii) the Senior Certificates related to
the
Variable Loan Groups as of the related Distribution Date (after
taking into
account distributions of principal on such Distribution Date).
If (and to the extent that) the limitation in paragraph (c)
prevents the
distribution of principal to the R-2-A and R-2-B Interests of a
Variable Loan
Group, and if the Variable Loan Group's corresponding R-2-E
Interest has
already been reduced to zero, then the excess principal from that
Variable
Loan Group will be paid to the R-2-E Interest of the other Variable
Loan
Group, the aggregate R-2-A and R-2-B Interests of which are less
than one
percent of the Subordinate Component Balance. If the Variable Loan
Group of
the corresponding R-2-E Interest that receives such payment has a
Group Net
Rate Cap below the Group Net Rate Cap of the Variable Loan Group
making the
payment, then the payment will be treated by REMIC 2 as a Realized
Loss.
Conversely, if the Variable Loan Group of the R-2-E Interest that
receives
such payment has a Group Net Rate Cap above the Group Net Rate Cap
of the
Variable Loan Group making the payment, then the payment will be
treated by
REMIC 2 as a reimbursement for prior Realized Losses.
If a Cross-Over Situation exists with respect to the R-2-C and
R-2-D Interests
then:
(d)
if the Calculation Rate in respect of the outstanding R-2-C and
R-2-D
Interests is less than the Adjusted Subordinate Net Rate Cap,
Principal
Relocation Payments will be made proportionately to the R-2-C
Interests prior
to any other principal distributions from each such Variable Loan
Group; and
(e)
if the Calculation Rate in respect of the outstanding R-2-C and
R-2-D
Interests is greater than the Adjusted Subordinate Net Rate Cap,
Principal
Relocation Payments will be made proportionately to the outstanding
R-2-D
Interests prior to any other principal distributions from each such
Variable
Loan Group.
In each case, Principal Relocation Payments will be made so as to
cause the
Calculation Rate in respect of the outstanding R-2-C and R-2-D
Interests to
equal the Adjusted Subordinate Net Rate Cap. With respect to each
Variable
Loan Group, if (and to the extent that) the sum of (a) the
principal payments
comprising the Principal Distribution Amount payable for the
related
Distribution Date and (b) the Realized Losses, are insufficient to
make the
necessary reductions of principal on the R-2-C and R-2-D Interests,
then
interest will be added to the Variable Loan Group's R-2-E
Interest.
(f)
The outstanding aggregate R-2-C and R-2-D Interests for all
Variable
Loan Groups will not be reduced below 1 percent of the excess of
(i) the
aggregate outstanding Stated Principal Balances of all Variable
Loan Groups as
of the end of any Due Period over (ii) the Senior Certificates
related to the
Variable Loan Groups as of the related Distribution Date (after
taking into
account distributions of principal on such Distribution Date).
If (and to the extent that) the limitation in paragraph (f)
prevents the
distribution of principal to the R-2-C and R-2-D Interests of a
Variable Loan
Group, and if the Variable Loan Group's R-2-
6
<PAGE>
E Interest has already been reduced to zero, then the excess
principal from
that Variable Loan Group will be paid to the R-2-E Interests of the
other
Variable Loan Group, the aggregate R-2-C and R-2-D Interests of
which are less
than one percent of the Adjusted Subordinate Component Balance. If
the
Variable Loan Group of the R-2-E Interest that receives such
payment has a
Group Net Rate Cap below the Group Net Rate Cap of the Variable
Loan Group
making the payment, then the payment will be treated by REMIC 2 as
a Realized
Loss. Conversely, if the Variable Loan Group of the R-2- E Interest
that
receives such payment has a Group Net Rate Cap above the Group Net
Rate Cap of
the Variable Loan Group making the payment, then the payment will
be treated
by REMIC 2 as a reimbursement for prior Realized Losses.
7
<PAGE>
REMIC 3:
The REMIC 3 Regular Interests will have the principal balances,
pass-through
rates and Corresponding Classes of Certificates as set forth in the
following
table:
<TABLE>
<CAPTION>
------------------------------- ----------------------------
---------------------------- ----------------------------
Pass-Through
Corresponding Class of
REMIC 3
Interests
Initial Principal Balance
Rate
Certificates
------------------------------- ----------------------------
---------------------------- ----------------------------
<S>
<C>
<C>
<C>
R-3-[AF-1A]...................
(1)
(2)
[AF-1A]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[AF-1B]...................
(1)
(2)
[AF-1B]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[AF-2]....................
(1)
(2)
[AF-2]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[AF-3]....................
(1)
(2)
[AF-3]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[AF-4]....................
(1)
(2)
[AF-4]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[AF-5A]...................
(1)
(2)
[AF-5A]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[AF-5B]...................
(1)
(2)
[AF-5B]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[AF-__]...................
(1)
(2)
[AF-__]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[MF-1]....................
(1)
(2)
[MF-1]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[MF-2]....................
(1)
(2)
[MF-2]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[MF-3]....................
(1)
(2)
[MF-3]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[MF-__]...................
(1)
(2)
[MF-__]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[MF-__]...................
(1)
(2)
[MF-__]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[BF]......................
(1)
(2)
[BF]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[PF]......................
$[100]
(3)
[PF]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-F-Accrual.................
(1)
(2)
N/A
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[2-AV-1]..................
(4)
(5)
[2-AV-1]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[2-AV-2]..................
(4)
(5)
[2-AV-2]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[2-AV-__].................
(4)
(5)
[2-AV-__]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[3-AV-1]..................
(4)
(6)
[3-AV-1]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[3-AV-2]..................
(4)
(6)
[3-AV-2]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[3-AV-__].................
(4)
(6)
[3-AV-__]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[MV-1]....................
(4)
(7)
[MV-1]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[MV-2]....................
(4)
(7)
[MV-2]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[MV-3]....................
(4)
(7)
[MV-3]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[MV-__]...................
(4)
(7)
[MV-__]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[MV-__]...................
(4)
(7)
[MV-__]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[BV]......................
(4)
(7)
[BV]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-$[100]....................
$[100]
(8)
A-R
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-V-Accrual.................
(4)
(9)
N/A
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-[PV]......................
$[100]
(10)
[PV]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-R.........................
(11)
(11)
N/A
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-XF........................
(12)
(13)
[CF]
------------------------------- ----------------------------
---------------------------- ----------------------------
R-3-XV........................
(12)
(14)
[CV]
------------------------------- ----------------------------
---------------------------- ----------------------------
</TABLE>
(1) This REMIC 3 Interest has a principal balance that is initially
equal to
[50]% of its Corresponding Certificate Class issued by the Master
REMIC.
Principal payments, both scheduled and prepaid, Realized Losses,
Subsequent
Recoveries and interest accruing on the R-
8
<PAGE>
3-F-Accrual Interest will be allocated to this class to maintain
its size
relative to its Corresponding Certificate Class (that is, [50]%)
with any
excess payments of principal, Realized Losses and Subsequent
Recoveries being
allocated to the R-3-F-Accrual Interest in such manner as to cause
the
principal balance of the R-3-F-Accrual Interest to have a principal
balance
equal to (a) [50]% of the Loan Group [1] principal balance plus (b)
[50]% of
the Fixed Rate Overcollateralized Amount for such Distribution
Date.
(2) The pass-through rate with respect to any Distribution Date
(and the
related Accrual Period) for this REMIC 3 Interest is a per annum
rate equal to
the Loan Group [1] Net Rate Cap.
(3) The R-3-[PF] Interest is entitled to all amounts collected with
respect to
the R-2-[PF] Interest. It pays no interest.
(4)This REMIC 3 Interest has a principal balance that is initially
equal to
[50]% of its Corresponding Certificate Class issued by the Master
REMIC.
Principal payments, both scheduled and prepaid, Realized Losses,
Subsequent
Recoveries and interest accruing on the R-3-V-Accrual Interest will
be
allocated to this class to maintain its size relative to its
Corresponding
Certificate Class (that is, [50]%) with any excess payments of
principal,
Realized Losses and Subsequent Recoveries being allocated to the
R-3-V-Accrual
Interest in such manner as to cause the principal balance of the
R-3-V-Accrual
Interest to have a principal balance equal to (a) [50]% of the Loan
Group [2]
and Loan Group [3] principal balances plus (b) [50]% of the
Adjustable Rate
Overcollateralized Amount for such Distribution Date.
(5) The pass-through rate with respect to any Distribution Date
(and the
related Accrual Period) for this REMIC 3 Interest is a per annum
rate equal to
the Loan Group [2] Net Rate Cap.
(6) The pass-through rate with respect to any Distribution Date
(and the
related Accrual Period) for this REMIC 3 Interest is a per annum
rate equal to
the Loan Group [3] Net Rate Cap.
(7) The pass-through rate with respect to any Distribution Date
(and the
related Accrual Period) for this REMIC 3 Interest is a per annum
rate equal to
the Adjusted Subordinate Net Rate Cap. For federal income tax
purposes the
Adjusted Subordinate Net Rate Cap will equal the Calculation Rate
with respect
to the R-2-C and R-2-D Interests.
(8) This REMIC 3 Interest pays no interest.
(9) The pass-through rate with respect to any Distribution Date
(and the
related Accrual Period) for this REMIC 3 Interest is a per annum
rate equal to
the weighted average of (i) the Loan Group [2] Net Rate Cap and
(ii) the Loan
Group [3] Net Rate Cap (the "Loan Group [2]/3 Net Rate Cap").
(10) The R-3-PV Interest is entitled to all amounts collected with
respect to
the R-2-PV Interest. It pays no interest.
(11) The R-3-R Interest is the sole class of residual interest in
REMIC 3. It
has no principal balance and pays no principal or interest.
9
<PAGE>
(12) This REMIC 3 Interest pays no principal.
(13) This REMIC 3 Interest is entitled to all amounts payable with
respect to
the R-2-XF Interest.
(14) This REMIC 3 Interest is entitled to all amounts payable with
respect to
the R-2-XV Interest.
On each Distribution Date, the Interest Funds and the Principal
Distribution Amount payable with respect to the REMIC 2 Interests
shall be
payable with respect to the REMIC 3 Interests in the following
manner:
(1) Interest. Interest is to be distributed with respect to
each
REMIC 3 Interest at the rate, or according to the formulas,
described above.
(2) Principal. Principal Distribution Amounts shall be
allocated
among the REMIC 3 Interests in the same manner that such items are
allocated
among their corresponding Certificate Classes.
10
<PAGE>
The following table specifies the class designation, interest
rate,
and principal amount for each class of Master REMIC Interest:
<TABLE>
<CAPTION>
Original Certificate
Class
Principal Balance
Pass-Through Rate
--------------------------------------------------
--------------------------
-------------------
<S>
<C>
<C>
Class [AF-1A] ..................................
$__________
(1)
Class [AF-1B] ..................................
$__________
(1)
Class [AF-2]....................................
$__________
(1)
Class [AF-3]....................................
$__________
(1)
Class [AF-4] ...................................
$__________
(1)
Class [AF-5A] ..................................
$__________
(1)
Class [AF-5B] ..................................
$__________
(1)
Class [AF-__] ..................................
$__________
(1)
Class [MF-1]....................................
$__________
(1)
Class [MF-2]....................................
$__________
(1)
Class [MF-3]....................................
$__________
(1)
Class [MF-__]...................................
$__________
(1)
Class [MF-__]...................................
$__________
(1)
Class [BF]......................................
$__________
(1)
Class [2-AV-1]..................................
$__________
(1)
Class [2-AV-2]..................................
$__________
(1)
Class [2-AV-__].................................
$__________
(1)
Class [3-AV-1]..................................
$__________
(1)
Class [3-AV-2]..................................
$__________
(1)
Class [3-AV-__].................................
$__________
(1)
Class [MV-1]....................................
$__________
(1)
Class [MV-2]....................................
$__________
(1)
Class [MV-3]....................................
$__________
(1)
Class [MV-__]...................................
$__________
(1)
Class [MV-__]...................................
$__________
(1)
Class [BV]......................................
$__________
(1)
Class [CF]......................................
(2)
(3)
Class [CV]......................................
(2)
(4)
Class [PF]......................................
$[100]
(5)
Class [PV]......................................
$[100]
(5)
Class A-R.......................................
$[100]
(6)
</TABLE>
(1) The
Certificates will accrue interest at the related Pass-Through
Rates identified in this Agreement. For federal income tax
purposes,
the pass through rate in respect of (i) each of the Class [AF]
(other
than the Class [AF-5B] Certificates), Class MF and Class [BF]
Certificates will be subject to a cap equal to the Loan Group [1]
Net
Rate Cap, (ii) the Class [AF-5B] Certificates will be subject to
a
cap equal to the Loan Group [1] Net Rate Cap minus the Class
[AF-5B]
Policy Premium Rate), (iii) the Class [2-AV] Certificates will
be
subject to a cap equal to the Loan Group [2] Net Rate Cap, (iv)
the
Class [3-AV] Certificates will be subject to a cap equal to the
Loan
Group [3] Net Rate Cap, and (v) the Class MV Certificates and
the
Class [BV] Certificates will be subject to a cap equal to the
Adjusted Subordinate Net Rate Cap. Any entitlement of any class
of
Certificates to Net Rate Carryover will be treated as paid by
the
Master REMIC to the Class [CF] Certificates, in the case of the
Class
[AF] Certificates, the Class MF Certificates and the Class [BF]
Certificates, and to the Class [CV] Certificates, in the case of
the
Class [AV] Certificates, the Class MV
11
<PAGE>
Certificates and the Class [BV] Certificates, and then paid to
such
Class of Certificates pursuant to a limited recourse cap contract
as
described in Section 8.11 herein.
(2) The Class
[CF] and Class [CV] Certificates will have Certificate
Principal Balances equal to the Fixed Rate Overcollateralized
Amount
and Adjustable Rate Overcollateralized Amount, respectively.
(3) For each
Interest Accrual Period the Class [CF] Certificates are
entitled to an amount (the "Class [CF] Distributable Amount")
equal
to the sum of (a) the interest payable on the R-3-XF Interests
and
(b) a specified portion of the interest on the REMIC 1 Group [1]
"I"
and "S" Interests equal to the excess of the Loan Group [1] Net
Rate
Cap over the product of two and the weighted average interest rate
of
the REMIC 3 Regular Interests having an "F" designated in the
column
entitled "REMIC 3 Interests" (other than the R-3-PF and R-3-XF
Interests) with each such Class other than the R-3-F-Accrual
Interest, subject to a cap equal to the Pass-Through Rate of
the
Corresponding Master REMIC Class and the R-3-F-Accrual Interest
subject to a cap of [0.00]%. The Pass-Through Rate of the Class
[CF]
Certificates shall be a rate sufficient to entitle it to all
interest
accrued on the REMIC 1 Group [1] "I" and "S" Interests less the
interest accrued on the other F Class interests issued by the
Master
REMIC. The Class [CF] Distributable Amount for any Distribution
Date
is payable from current interest on the Group [1] Mortgage
Loans.
(4) For each
Interest Accrual Period the Class [CV] Certificates are
entitled to an amount (the "Class [CV] Distributable Amount")
equal
to the sum of (a) the interest payable on the R-3-XV Interests
and
(b) a specified portion of the interest on the REMIC 1 Group [2]
and
Group [3] "I" and "S" Interests equal to the excess of the Loan
Group
[2]/3 Net Rate Cap over the product of two and the weighted
average
interest rate of the REMIC 3 Regular Interests having an "V"
designated in the column entitled "REMIC 3 Interests" (other than
the
R-3-PV and R-3-XV Interests) with each such Class other than
the
R-3-V-Accrual Interest, subject to a cap equal to the
Pass-Through
Rate of the Corresponding Master REMIC Class and the
R-3-V-Accrual
Interest subject to a cap of [0.00]%. The Pass-Through Rate of
the
Class [CV] Certificates shall be a rate sufficient to entitle it
to
all interest accrued on the REMIC 1 Group [2] and Group [3] "I"
and
"S" Interests less the interest accrued on the other V Class
interests issued by the Master REMIC . The Class [CV]
Distributable
Amount for any Distribution Date is payable from current interest
on
the Group [2] and Group [3] Mortgage Loans.
(5) For each
Distribution Date the Class [PF] and Class [PV] Certificates
are entitled to all Prepayment Charges distributed with respect
to
the R-3-PF and R-3-PV Interests, respectively.
(6) The Class
A-R Certificates represent the sole class of residual
interest in each REMIC created hereunder. The Class A-R
Certificates
are not entitled to distributions of interest.
The foregoing REMIC structure is intended to cause all of
the cash from the Mortgage Loans to flow through to the Master
REMIC as cash
flow on a REMIC regular interest, 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 Sections 4.02(a)(1)(ii) and (iv)(y)
hereunder,
(that is, its entitlement to $[100] in the waterfall).
12
<PAGE>
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 Adjustable Rate 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 each
Class of
Fixed Rate Certificates and the Class [C] Certificates, the
calendar month
preceding the month in which such Distribution Date occurs. All
calculations
of interest on the Adjustable Rate 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 Fixed Rate
Certificates and
Class [C] Certificates will be made on the basis of a 360-day year
consisting
of twelve 30-day months].
Additional Designated Information: As defined in Section 11.02.
Adjustable Rate Certificates: The Class [AF-1A] Certificates,
the
Class [AV] Certificates and the Adjustable Rate Subordinate
Certificates.
Adjustable Rate Cumulative Loss Trigger Event: With respect to
a
Distribution Date on or after the Adjustable Rate Stepdown Date, an
Adjustable
Rate Cumulative Loss Trigger Event occurs if (x) the aggregate
amount of
Realized Losses on the Mortgage Loans in Loan Group [2] and Loan
Group [3]
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 related to the Mortgage Loans in Loan Group
[2] and Loan
Group [3] 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 in
Loan Group [2]
and Loan Group [3], the Group [2] Pre-Funded Amount and the Group
[3]
Pre-Funded Amount, as set forth below:
13
<PAGE>
<TABLE>
<CAPTION>
Distribution Date
Percentage
-----------------
----------
<S>
<C>
_____ 200_ -- _____ 200_.......................... _____% with respect to ______
200_, plus
an additional 1/12th of ____% for each
month thereafter through ______ 200_
_____ 200_ -- _____ 200_.......................... _____% with respect to ______
200_, plus
an additional 1/12th of ____% for each
month thereafter through ______ 200_
_____ 200_ -- _____ 200_.......................... _____% with respect to ______
200_, plus
an additional 1/12th of ____% for each
month thereafter through ______ 200_
_____ 200_ and
thereafter........................ ____%
</TABLE>
Adjustable Rate Delinquency Trigger Event: With respect to
any Distribution Date on or after the Adjustable Rate Stepdown
Date, an
Adjustable Rate Delinquency Trigger Event exists if the Rolling
[Sixty-Day]
Delinquency Rate for Outstanding Mortgage Loans in Loan Group [2]
and Loan
Group [3] equals or exceeds the product of (x) the Adjustable Rate
Senior
Enhancement Percentage for such Distribution Date and (y) the
applicable
percentage listed below for the most senior class of outstanding
Class [AV]
Certificates and Adjustable Rate Subordinate Certificates:
Class
Percentage
Class AV........................
_____%
Class [MV-1]....................
_____%
Class [MV-2]....................
_____%
Class [MV-3]....................
_____%
Class [MV-4]....................
_____%
Class [MV-__]...................
_____%
Class [MV-__]...................
_____%
Class [BV]......................
_____%
Adjustable Rate Excess Overcollateralization Amount: With
respect to any Distribution Date, an amount equal to the excess, if
any, of
the Adjustable Rate Overcollateralized Amount for such Distribution
Date over
the Adjustable Rate Overcollateralization Target Amount for such
Distribution
Date.
Adjustable Rate Loan Group Excess Cashflow: With respect to
any Distribution Date the sum of (i) the amount remaining after
the
distribution of interest to Certificateholders for such
Distribution Date
pursuant to Section 4.04(b)(iii)(j), (ii) the amount remaining
after the
distribution of principal to Certificateholders for such
Distribution Date,
pursuant to Section 4.04(d)(1)(B)(x) or 4.04(d)(2)(K) and (iii) the
Adjustable
Rate Overcollateralization Reduction Amount for such Distribution
Date, if
any.
14
<PAGE>
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.
Adjustable Rate OC Floor: For any Distribution Date, an
amount equal to ____% of the sum of the aggregate Cut-off Date
Principal
Balance of the Initial Mortgage Loans in Loan Group [2] and Loan
Group [3],
the Group [2] Pre-Funded Amount and the Group [3] Pre-Funded
Amount.
Adjustable Rate Overcollateralization Deficiency Amount:
With respect to any Distribution Date, the amount, if any, by which
the
Adjustable Rate Overcollateralization Target Amount exceeds the
Adjustable
Rate 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) for
Loan Group
[2] and Loan Group [3] on such Distribution Date).
Adjustable Rate Overcollateralization Reduction Amount: With
respect to any Distribution Date, an amount equal to the lesser of
(i) the
Adjustable Rate Excess Overcollateralization Amount for such
Distribution Date
and (ii) the aggregate Principal Remittance Amount for Loan Group
[2] and Loan
Group [3] for such Distribution Date.
Adjustable Rate Overcollateralization Target Amount: With
respect to any Distribution Date (a) prior to the Adjustable Rate
Stepdown
Date, an amount equal to ___% of the sum of the aggregate Cut-off
Date
Principal Balance of the Initial Mortgage Loans in Loan Group [2]
and Loan
Group [3], the Group [2] Pre-Funded Amount and the Group [3]
Pre-Funded Amount
and (b) on or after the Adjustable Rate Stepdown Date, the greater
of (i) an
amount equal to ____% of the aggregate Stated Principal Balance of
the
Mortgage Loans in Loan Group [2] and Loan Group [3] for the
current
Distribution Date and (ii) the Adjustable Rate OC Floor; provided,
however,
that if an Adjustable Rate Trigger Event is in effect on any
Distribution
Date, the Adjustable Rate Overcollateralization Target Amount will
be the
Adjustable Rate Overcollateralization Target Amount as in effect
for the prior
Distribution Date.
Adjustable Rate 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 in Loan
Group [2] and
Loan Group [3] for such Distribution Date and any amount on deposit
in the
Pre-Funding Account in respect of Loan Group [2] and Loan Group [3]
exceeds
(y) the sum of the aggregate Certificate Principal Balance of the
Class [AV]
Certificates and the Adjustable Rate Subordinate Certificates as of
such
Distribution Date (after giving effect to distribution of the
Principal
Remittance Amounts for Loan Group [2] and Loan Group [3] 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 in respect of Loan Group [2] and Loan Group
[3]).
Adjustable Rate Senior Enhancement Percentage: With respect
to a Distribution Date on or after the Adjustable Rate Stepdown
Date, the
fraction (expressed as a percentage) (1) the numerator of which is
the excess
of (a) the aggregate Stated Principal Balance of the Mortgage Loans
in Loan
Group [2] and Loan Group [3] for the preceding Distribution Date
over
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(b) (i) before the Certificate Principal Balances of the Class
[AV]
Certificates have been reduced to zero, the sum of the Certificate
Principal
Balances of the Class [AV] Certificates, or (ii) after such time,
the
Certificate Principal Balance of the most senior Class of
Adjustable Rate
Subordinate Certificates outstanding, as of the related Master
Servicer
Advance Date, and (2) the denominator of which is the aggregate
Stated
Principal Balance of the Mortgage Loans in Loan Group [2] and Loan
Group [3]
for the preceding Distribution Date.
Adjustable Rate Stepdown Date: The later to occur of (x) the
Distribution Date in ______ 200_ and (y) the first Distribution
Date on which
the aggregate Certificate Principal Balance of the Class [AV]
Certificates
(after calculating anticipated distributions on such Distribution
Date) is
less than or equal to ____% of the aggregate Stated Principal
Balance of the
Mortgage Loans in Loan Group [2] and Loan Group [3] for such
Distribution
Date.
Adjustable Rate Subordinate Class Principal Distribution
Amount: With respect to any Distribution Date and any Class of
Adjustable Rate
Subordinate Certificates, the excess of (1) the sum of (a) the
aggregate
Certificate Principal Balance of the Class [AV] Certificates (after
taking
into account distribution of the Class [AV] Principal Distribution
Amount for
such Distribution Date), (b) the aggregate Certificate Principal
Balance of
any Class(es) of Adjustable Rate Subordinate Certificates that are
senior to
the subject Class (in each case, after taking into account
distribution of the
Adjustable Rate Subordinate Class Principal Distribution Amount(s)
for such
senior Class(es) of Certificates for such Distribution Date), and
(c) the
Certificate Principal Balance of the subject Class of Adjustable
Rate
Subordinate Certificates immediately prior to such Distribution
Date over (2)
the lesser of (a) the product of (x) [100]% minus the Stepdown
Target
Subordination Percentage for the subject Class of Certificates and
(y) the
aggregate Stated Principal Balance of the Mortgage Loans in Loan
Group [2] and
Loan Group [3] for such Distribution Date and (b) the aggregate
Stated
Principal Balance of the Mortgage Loans in Loan Group 2 and Loan
Group 3 for
such Distribution Date minus the Adjustable Rate OC Floor;
provided, however,
that if such Class of Adjustable Rate Subordinate Certificates is
the only
Class of Adjustable Rate Subordinate Certificates outstanding on
such
Distribution Date, that Class will be entitled to receive the
entire remaining
Principal Distribution Amount for Loan Group [2] and Loan Group [3]
until the
Certificate Principal Balance thereof is reduced to zero.
Adjustable Rate Subordinate Certificates: Any Class [MV-1],
Class [MV-2], Class [MV-3], Class [MV-__], Class [MV-__] or Class
[BV]
Certificates.
Adjustable Rate Subordinate Corridor Contract: The
transaction evidenced by the related Confirmation (as assigned to
the Corridor
Contract Administrator pursuant to the Corridor Contract
Assignment
Agreement), a form of which is attached hereto as Exhibit Q-4.
Adjustable Rate Subordinate Corridor Contract Termination
Date: With respect to the Adjustable Rate Subordinate Corridor
Contract, the
Distribution Date in _______ 200_.
Adjustable Rate Subordinate Net Rate Cap: With respect to
any Distribution Date and each Class of Adjustable Rate
Subordinate
Certificates, the weighted average of (a) the weighted average
Adjusted Net
Mortgage Rate of the Mortgage Loans in Loan Group [2] on such
Distribution
Date (weighted by an amount equal to the positive difference (if
any) of the
16
<PAGE>
sum of the aggregate Stated Principal Balance of the Mortgage Loans
in Loan
Group [2] and the amount on deposit in the Pre-Funding Account in
respect of
Loan Group [2] over the outstanding aggregate Certificate Principal
Balance of
the Class [2-AV] Certificates) and (b) the weighted average
Adjusted Net
Mortgage Rate of the Mortgage Loans in Loan Group [3] on such
Distribution
Date (weighted by an amount equal to the positive difference (if
any) of the
sum of the aggregate Stated Principal Balance of the Mortgage Loans
in Loan
Group [3] and the amount on deposit in the Pre-Funding Account in
respect of
Loan Group [3] over the outstanding aggregate Certificate Principal
Balance of
the Class [3-AV] Certificates), 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.
Adjustable Rate Trigger Event: With respect to any
Distribution Date on or after the Adjustable Rate Stepdown Date,
either an
Adjustable Rate Delinquency Trigger Event with respect to that
Distribution
Date or an Adjustable Rate Cumulative Loss Trigger Event with
respect to that
Distribution Date.
Adjusted Net Mortgage Rate: As to each Mortgage Loan, the
Mortgage Rate less the related Expense Fee Rate.
Adjusted Subordinate Component Balance: With respect to any
Distribution Date and for any Variable Loan Group, (i) the
principal balance
of such Variable Loan Group as of the first day of the related Due
Period
(after giving effect to Principal Prepayments received in the
Prepayment
Period ending during such Due Period) less (ii) the product of (a)
the
Adjustable Rate Overcollateralized Amount and (b)(I) the principal
balance of
such Variable Loan Group, divided by (II) the sum of the principal
balance of
the Mortgage Loans, as of the first day of the related Due Period,
less (iii)
the aggregate Certificate Principal Balance of the related Classes
of Senior
Certificates in either case immediately prior to such Distribution
Date.
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.
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<PAGE>
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 and (i) Loan Group [1] and the Fixed Rate
Subordinate
Certificates, the amount, if any, by which, the aggregate
Certificate
Principal Balance of the Fixed Rate Certificates (after all
distributions of
principal on such Distribution Date) exceeds the sum of (x) the
Stated
Principal Balance of the Mortgage Loans in Loan Group [1] for
such
Distribution Date and (y) the amount on deposit in the Pre-Funding
Account in
respect of Loan Group [1], (ii) Loan Group [2] and Loan Group [3]
and the
Adjustable Rate Subordinate Certificates, the amount, if any, by
which, the
aggregate Certificate Principal Balance of the Adjustable Rate
Certificates
(after all distributions of principal on such Distribution Date)
exceeds the
sum of (x) the aggregate Stated Principal Balance of the Mortgage
Loans in
Loan Group [2] and Loan Group [3] and (y) the amount on deposit in
the
Pre-Funding Account in respect of Loan Group [2] and Loan Group [3]
and (iii)
Loan Group [2] and the Class 2-A-2 Certificates, after the
Certificate
Principal Balances of the Adjustable Rate Subordinate Certificates
have been
reduced to zero, the amount, if any, by which, the aggregate
Certificate
Principal Balance of the Class [2-AV] Certificates (after all
distributions of
principal on such Distribution Date) exceeds the sum of (x) the
aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group [2]
and (y) the
amount on deposit in the Pre-Funding Account in respect of Loan
Group [2].
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.
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 Interest Bearing 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 or banking institutions in the State of [New
York] or
[California] or the city in which the
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<PAGE>
Corporate Trust Office of the Trustee is located is authorized or
obligated by
law or executive order to be closed.
Calculation Rate: For each Distribution Date, in the case of
the R-2-A and R-2-B Interests, the product of (i) 10 and (ii) the
weighted
average rate of the outstanding R-2-A and R-2-B Interests, treating
each R-2-A
Interest as capped at zero or reduced by a fixed percentage of
[100]% of the
interest accruing on such Class. For each Distribution Date, in the
case of
the R-2-C and R-2-D Interests, the product of (i) 10 and (ii) the
weighted
average rate of the outstanding R-2-C and R-2-D Interests, treating
each R-2-C
Interest as capped at zero or reduced by a fixed percentage of
[100]% of the
interest accruing on such Class.
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 "__________________ in trust for registered Holders of
CWABS, Inc.,
Asset-Backed Certificates, Series 200_-__". 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-32, Exhibits B-1 and B-2, Exhibits
C-1 and
C-2, 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 a depository institution in the name of the Master Servicer
for the
benefit of the Trustee on behalf of the Certificateholders and
designated
"[Countrywide Home Loans Servicing LP] in trust for registered
Holders of
CWABS, Inc., Asset-Backed Certificates, Series 200_-__". 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(c) or 4.04(d), (ii) with respect to the Class
[AF-5B]
Certificates only, payments under the Class [AF-5B] Policy relating
to
principal and (iii) with respect to the Class [2-AV-2] Certificates
and any
Class of Subordinate Certificates, any Applied Realized Loss
Amounts allocated
to such Certificate on previous Distribution Dates pursuant to
Section 4.04(j)
or 4.04(k), and (B) increased by, with respect to the Class
[2-AV-2] and
Subordinate Certificates, any Subsequent Recoveries allocated to
such Class of
Certificate pursuant to Section 4.04(l) or 4.04(m) 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. The Class [C] Certificates do not have a Certificate
Principal
Balance. 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
19
<PAGE>
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 [AF-5B] Insurer
arising under
Section 4.06 hereof, the "Certificate Principal Balance" of the
Class [AF-5B]
Certificates shall not be reduced by the amount of any payments
made by the
Class [AF-5B] Insurer in respect of principal on such Certificates
under the
Class [AF-5B] Policy, except to the extent such payment shall have
been
reimbursed to the Class [AF-5B] 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.
Certification Party:
As defined in Section 11.05.
Certifying Person: As
defined in Section 11.05.
[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 [2-AV-1] Certificate: Any Certificate designated as a
"Class [2-AV-1] Certificate" on the face thereof, in the form of
Exhibit A-15
hereto, representing the right to distributions as set forth
herein.
Class [2-AV-2] Certificate: Any Certificate designated as a
"Class [2-AV-2] Certificate" on the face thereof, in the form of
Exhibit A-16
hereto, representing the right to distributions as set forth
herein.
20
<PAGE>
Class [2-AV-__] Certificate: Any Certificate designated as a
"Class [2-AV-__] Certificate" on the face thereof, in the form of
Exhibit A-17
hereto, representing the right to distributions as set forth
herein.
Class [2-AV] Certificate: Any Class [2-AV-1], Class [2-AV-2]
or Class [2-AV-__] Certificate.
Class [2-AV] Corridor Contract: The transaction evidenced by
the related Confirmation (as assigned to the Corridor Contract
Administrator
pursuant to the Corridor Contract Assignment Agreement), a form of
which is
attached hereto as Exhibit Q-2.
Class [2-AV] Corridor Contract Termination Date: With
respect to the Class [2-AV] Corridor Contract, the Distribution
Date in
________ 20__.
Class [2-AV] Net Rate Cap: For any Distribution Date, the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans
in Loan
Group [2] for such Distribution Date, 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.
Class [2-AV] Principal Distribution Amount: With respect to
any Distribution Date, the product of (x) the Class [AV]
Principal
Distribution Target Amount and (y) a fraction, the numerator of
which is the
Class [2-AV] Principal Distribution Target Amount and the
denominator of which
is the sum of the Class [2-AV] Principal Distribution Target Amount
and Class
[3-AV] Principal Distribution Target Amount.
Class [2-AV] Principal Distribution Target Amount: With
respect to any Distribution Date, the excess of (1) the aggregate
Certificate
Principal Balance of the Class [2-AV] Certificates immediately
prior to such
Distribution Date, over (2) the lesser of (x) _____% 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
___% of the
sum of the aggregate Stated Principal Balance of the Mortgage Loans
in Loan
Group [2] and the original Group [2] Pre-Funded Amount as of the
Cut-off Date.
Class [3-AV-1] Certificate: Any Certificate designated as a
"Class [3-AV-1] Certificate" on the face thereof, in the form of
Exhibit A-18
hereto, representing the right to distributions as set forth
herein.
Class [3-AV-1] Acceleration Event: With respect to any
Distribution Date, beginning with the Distribution Date in ____
20__ until the
Certificate Principal Balance of the Class [3-AV-1] Certificates
has been
reduced to zero, a Class [3-AV-1] Acceleration Event shall exist if
the
Certificate Principal Balance of the Class [3-AV-1] Certificates
(after taking
into account all prior distributions to the Class [3-AV-1]
Certificates for
such Distribution Date other than the Class [3-AV-1] Acceleration
Amount)
exceeds the Class [3-AV-1] Target Balance for such Distribution
Date.
Class [3-AV-1] Acceleration Amount: With respect to any
Distribution Date, an amount equal to the lesser of (a) the amount
of funds
remaining after making payments pursuant
21
<PAGE>
to Section 4.04(e)(32), and (b) the excess of (x) the Certificate
Principal
Balance of the Class [3-AV-1] Certificates (after taking into
account all
distributions to the Class [3-AV-1] Certificates for such
Distribution Date
other than the Class [3-AV-1] Acceleration Amount) over (y) the
Class [3-AV-1]
Target Balance for such Distribution Date.
Class [3-AV-1] Target Balance: With respect to each
Distribution Date, beginning with the Distribution Date in ____
20__, the
amount described in Schedule III hereto.
Class [3-AV-2] Certificate: Any Certificate designated as a
"Class [3-AV-2] Certificate" on the face thereof, in the form of
Exhibit A-19
hereto, representing the right to distributions as set forth
herein.
Class [3-AV-__] Certificate: Any Certificate designated as a
"Class [3-AV-__] Certificate" on the face thereof, in the form of
Exhibit A-20
hereto, representing the right to distributions as set forth
herein.
Class [3-AV] Certificate: Any Class [3-AV-1], Class
[3-AV-2], or Class [3-AV-__] Certificate.
Class [3-AV] Corridor Contract: The transaction evidenced by
the related Confirmation (as assigned to the Corridor Contract
Administrator
pursuant to the Corridor Contract Assignment Agreement), a form of
which is
attached hereto as Exhibit Q-4.
Class [3-AV] Corridor Contract Termination Date: With
respect to the Class [3-AV] Corridor Contract, the Distribution
Date in
________ 20__.
Class [3-AV] Net Rate Cap: For any Distribution Date, the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans
in Loan
Group [3] for such Distribution Date, 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.
Class [3-AV] Principal Distribution Amount: With respect to
any Distribution Date, the product of (x) the Class [AV]
Principal
Distribution Target Amount and (y) a fraction, the numerator of
which is the
Class [3-AV] Principal Distribution Target Amount and the
denominator of which
is the sum of the Class [2-AV] Principal Distribution Target Amount
and the
Class [3-AV] Principal Distribution Target Amount.
Class [3-AV] Principal Distribution Target Amount: With
respect to any Distribution Date, the excess of (1) the aggregate
Certificate
Principal Balance of the Class [3-AV] Certificates immediately
prior to such
Distribution Date, over (2) the lesser of (x) ____% 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
___% of the
sum of the aggregate Stated Principal Balance of the Mortgage Loans
in Loan
Group [3] and the original Group [3] Pre-Funded Amount as of the
Cut-off Date.
Class [AF] Certificate: Any Class [AF-1A], Class [AF-1B],
Class [AF-2], Class [AF-3], Class [AF-4], Class [AF-5A], Class
[AF-5B] or
Class [AF-__] Certificate.
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<PAGE>
Class [AF] Principal Distribution Amount: With respect to
any Distribution Date, the excess of (1) the aggregate Certificate
Principal
Balance of the Class [AF] Certificates immediately prior to such
Distribution
Date, over (2) the lesser of (x) ____% 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 the Fixed Rate OC Floor.
Class AF-1 Certificate: Any Class [AF-1A] or Class [AF-1B]
Certificate.
Class [AF-1A] Certificate: Any Certificate designated as a
"Class [AF-1A] Certificate" on the face thereof, in the form of
Exhibit A-1
hereto, representing the right to distributions as set forth
herein.
Class [AF-1A] Corridor Contract: The transaction evidenced
by the related Confirmation (as assigned to the Corridor
Contract
Administrator pursuant to the Corridor Contract Assignment
Agreement), a form
of which is attached hereto as Exhibit Q-1.
Class [AF-1A] Corridor Contract Termination Date: With
respect to the Class [AF-1A] Corridor Contract, the Distribution
Date in
_________ 20__.
Class [AF-1B] Certificate: Any Certificate designated as a
"Class [AF-1B] Certificate" on the face thereof, in the form of
Exhibit A-2
hereto, representing the right to distributions as set forth
herein.
Class [AF-2] Certificate: Any Certificate designated as a
"Class [AF-2] Certificate" on the face thereof, in the form of
Exhibit A-3
hereto, representing the right to distributions as set forth
herein.
Class [AF-3] Certificate: Any Certificate designated as a
"Class [AF-3] Certificate" on the face thereof, in the form of
Exhibit A-4
hereto, representing the right to distributions as set forth
herein.
Class [AF-4] Certificate: Any Certificate designated as a
"Class [AF-4] Certificate" on the face thereof, in the form of
Exhibit A-5
hereto, representing the right to distributions as set forth
herein.
Class AF-[5] Certificate: Any Class [AF-5A] or Class [AF-5B]
Certificate.
Class [AF-5A] Certificate: Any Certificate designated as a
"Class [AF-5A] Certificate" on the face thereof, in the form of
Exhibit A-6
hereto, representing the right to distributions as set forth
herein.
Class [AF-5B] Available Funds: With respect to any
Distribution Date, funds allocated from amounts available pursuant
to this
Agreement to make distributions on the Class [AF-5B] Certificates
on such
Distribution Date, other than any Insured Amounts.
23
<PAGE>
Class [AF-5B] Certificate: Any Certificate designated as a
"Class [AF-5B] Certificate" on the face thereof, in the form of
Exhibit A-7
hereto, representing the right to distributions as set forth
herein.
Class [AF-5B] Insurer: ________________ in its capacity as
insurer under the Class [AF-5B] Policy, and any permitted successor
or assign.
Class [AF-5B] Insurer Contact Person: The officer designated
by the Master Servicer to provide information to the Class [AF-5B]
Insurer
pursuant to Section 4.06(i).
Class [AF-5B] Insurer Default: As defined in Section 4.06(l).
Class [AF-5B] Policy: The irrevocable Certificate Guaranty
Insurance Policy, No. ______________, including any endorsements
thereto,
issued by ________ with respect to the Class [AF-5B] Certificates,
in the form
attached hereto as Exhibit R.
Class [AF-5B] Policy Payments Account: The separate Eligible
Account created and maintained by the Trustee pursuant to Section
4.06(c) in
the name of the Trustee for the benefit of the Class [AF-5B]
Certificateholders and designated "__________________ in trust for
registered
holders of CWABS, Inc., Asset-Backed Certificates, Series 200_-__,
Class
[AF-5B]". Funds in the Class [AF-5B] Policy Payments Account shall
be held in
trust for the Class [AF-5B] Certificateholders for the uses and
purposes set
forth in this Agreement.
Class [AF-5B] Premium: For any Distribution Date is the fee
payable to the Class [AF-5B] Insurer in respect of its services as
Class
[AF-5B] Insurer that accrues at the Class [AF-5B] Policy Premium
Rate for the
Class [AF-5B] Certificates on a balance equal to the Certificate
Principal
Balance of the Class [AF-5B] Certificates immediately prior to
such
Distribution Date. The Class [AF-5B] Premium shall be computed on
the basis of
a 360-day year consisting of twelve 30-day months.
Class [AF-5B] Policy Premium Rate: The "Premium Percentage"
as defined in the Class [AF-5B] Policy.
Class [AF-5B] Reimbursement Amount: As to any Distribution
Date, (i) all Insured Payments paid by the Class [AF-5B] Insurer,
but for
which the Class [AF-5B] Insurer has not been reimbursed prior to
such
Distribution Date pursuant to Section 4.04 hereof, plus (ii)
interest accrued
on such Insured Payments not previously repaid, calculated at the
Late Payment
Rate from the date such Insured Payments were made.
Class [AF-__] Certificate: Any Certificate designated as a
"Class [AF-__] Certificate" on the face thereof, in the form of
Exhibit A-8
hereto, representing the right to distributions as set forth
herein.
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.
24
<PAGE>
Class [AV] Certificate: Any Class [2-AV] or Class [3-AV]
Certificate.
Class [AV] Principal Distribution Allocation Amount: With
respect to any Distribution Date, (a) in the case of the Class
[2-AV]
Certificates, the Class [2-AV] Principal Distribution Amount and
(b) in the
case of the Class [3-AV] Certificates, the Class [3-AV] Principal
Distribution
Amount.
Class [BF] Certificate: Any Certificate designated as a
"Class [BF] Certificate" on the face thereof, in the form of
Exhibit A-14
hereto, representing the right to distributions as set forth
herein.
Class [BV] Certificate: Any Certificate designated as a
"Class [BV] Certificate" on the face thereof, in the form of
Exhibit A-26
hereto, representing the right to distributions as set forth
herein.
Class [C] Certificate: Any Class [CF] or Class [CV]
Certificate.
Class [CF] Certificate: Any Certificate designated as a
"Class [CF] Certificate" on the face thereof, in the form of
Exhibit C-1
hereto, representing the right to distributions as set forth
herein.
Class [CF] Distributable Amount: As defined in the
Preliminary Statement.
Class [CV] Certificate: Any Certificate designated as a
"Class [CV] Certificate" on the face thereof, in the form of
Exhibit C-2
hereto, representing the right to distributions as set forth
herein.
Class [CV] Distributable Amount: As defined in the
Preliminary Statement.
Class [MF-1] Certificate: Any Certificate designated as a
"Class [MF-1] Certificate" on the face thereof, in the form of
Exhibit A-9
hereto, representing the right to distributions as set forth
herein.
Class [MF-2] Certificate: Any Certificate designated as a
"Class [MF-2] Certificate" on the face thereof, in the form of
Exhibit A-10
hereto, representing the right to distributions as set forth
herein.
Class [MF-3] Certificate: Any Certificate designated as a
"Class [MF-3] Certificate" on the face thereof, in the form of
Exhibit A-11
hereto, representing the right to distributions as set forth
herein.
Class [MF-__] Certificate: Any Certificate designated as a
"Class [MF-__] Certificate" on the face thereof, in the form of
Exhibit A-12
hereto, representing the right to distributions as set forth
herein.
Class [MF-__] Certificate: Any Certificate designated as a
"Class [MF-__] Certificate" on the face thereof, in the form of
Exhibit A-13
hereto, representing the right to distributions as set forth
herein.
25
<PAGE>
Class [MV-1] Certificate: Any Certificate designated as a
"Class [MV-1] Certificate" on the face thereof, in the form of
Exhibit A-21
hereto, representing the right to distributions as set forth
herein.
Class [MV-2] Certificate: Any Certificate designated as a
"Class [MV-2] Certificate" on the face thereof, in the form of
Exhibit A-22
hereto, representing the right to distributions as set forth
herein.
Class [MV-3] Certificate: Any Certificate designated as a
"Class [MV-3] Certificate" on the face thereof, in the form of
Exhibit A-23
hereto, representing the right to distributions as set forth
herein.
Class [MV-__] Certificate: Any Certificate designated as a
"Class [MV-__] Certificate" on the face thereof, in the form of
Exhibit A-24
hereto, representing the right to distributions as set forth
herein.
Class [MV-__] Certificate: Any Certificate designated as a
"Class [MV-__] Certificate" on the face thereof, in the form of
Exhibit A-25
hereto, representing the right to distributions as set forth
herein.
Class [P] Certificate: Any Class [PF] Certificate or Class
[PV] Certificate.
Class [PF] Certificate: Any Certificate designated as a
"Class [PF] Certificate" on the face thereof, in the form of
Exhibit B-1
hereto, representing the right to distributions as set forth
herein.
Class [PF] Principal Distribution Date: The first
Distribution Date that occurs after the end of the latest
Prepayment Charge
Period for all Mortgage Loans in Loan Group [1] that have a
Prepayment Charge
Period.
Class [PV] Certificate: Any Certificate designated as a
"Class [PV] Certificate" on the face thereof, in the form of
Exhibit B-2
hereto, representing the right to distributions as set forth
herein.
Class [PV] Principal Distribution Date: The first
Distribution Date that occurs after the end of the latest
Prepayment Charge
Period for all Mortgage Loans in Loan Group [2] and Loan Group [3]
that have a
Prepayment Charge Period.
Closing Date:
_________, 200_.
Code: The Internal Revenue Code of 1986, including any
successor or amendatory provisions.
Collateral Schedule:
Schedule II hereto.
Commission: The U.S.
Securities and Exchange Commission.
26
<PAGE>
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: Any of the Confirmations dated ______________,
200_ evidencing a transaction between the Corridor Contract
Counterparty and
[CHL] relating to the Corridor Contracts.
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
_________________________________ (Attention: ___________________),
telephone:
_________________, facsimile: ______________.
Corridor Contract: The Class [AF-1A] Corridor Contract,
Class [2-AV] Corridor Contract, Class [3-AV] Corridor Contract or
[Adjustable
Rate Subordinate] Corridor Contract, as applicable.
Corridor Contract Administration Agreement: The corridor
contract administration agreement dated as of the Closing Date
among [CHL],
the Trustee and the Corridor Contract Administrator, a form of
which is
attached hereto as Exhibit S-2.
Corridor Contract Administrator: __________________, in its
capacity as corridor contract administrator under the Corridor
Contract
Administration Agreement.
Corridor Contract Assignment Agreement: The Assignment
Agreement dated as of the Closing Date among [CHL], the Corridor
Contract
Administrator and the Corridor Contract Counterparty, a form of
which is
attached hereto as Exhibit S-1.
Corridor Contract Counterparty: ____________________ and its
successors.
Corridor Contract Termination Date: The [Adjustable Rate
Subordinate] Corridor Contract Termination Date, Class [2-AV]
Corridor
Contract Termination Date, Class [3-AV] Corridor Contract
Termination Date and
Class [AF-1A] Corridor Contract Termination Date, as
applicable.
Credit Bureau Risk Score: A statistical credit score
obtained by [CHL] in connection with the origination of a Mortgage
Loan.
Co-Trustee: ___________________________, a
______________________, not in its individual capacity, but solely
in its
capacity as co-trustee for the benefit of the Certificateholders
under this
Agreement, and any successor thereto, and any corporation or
national banking
association resulting from or surviving any consolidation or merger
to which
it or its successors may be a party.
Credit Comeback Excess Account: The separate Eligible
Account created and initially maintained by the Trustee pursuant to
Section
4.08 in the name of the Trustee for the
27
<PAGE>
benefit of the Certificateholders and designated
"__________________ in trust
for registered Holders of CWABS, Inc., Asset-Backed Certificates,
Series
200_-__". Funds in the Credit Comeback Excess Account shall be held
in trust
for the Certificateholders for the uses and purposes set forth in
this
Agreement.
Credit Comeback Excess Cashflow: With respect to any
Distribution Date, any amounts in the Credit Comeback Excess
Account available
for such Distribution Date.
Credit Comeback Excess Amount: With respect to the Credit
Comeback Loans in Loan Group [1] and any Master Servicer Advance
Date, the
portion of the sum of the following (without duplication)
attributable to the
excess, if any, of the actual mortgage rate on each Credit Comeback
Loan and
the Mortgage Rate on such Credit Comeback Loan: (i) all scheduled
interest
collected during the related Due Period with respect to the Credit
Comeback
Loans, (ii) all Advances relating to interest with respect to the
Credit
Comeback Loans, (iii) all Compensating Interest with respect to the
Credit
Comeback Loans and (iv) Liquidation Proceeds with respect to the
Credit
Comeback Loans collected during the related Due Period (to the
extent such
Liquidation Proceeds relate to interest), less all Nonrecoverable
Advances
relating to interest reimbursed during the related Due Period.
Credit Comeback Loan: Any Fixed Rate Mortgage Loan for which
the related Mortgage Rate is subject to reduction (not exceeding
[0.375]% per
annum) for good payment history of Scheduled Payments by the
related
Mortgagor.
Cross-Over Situation: With respect to any Distribution Date
and Loan Group [2] and Loan Group [3] (after taking into account
principal
distributions on such Distribution Date), a Cross-Over Situation
shall exist
(i) with respect to the R-2-A, R-2-B and R-2-C Interests, if the
R-2-A, R-2-B
and R-2-C Interests are in the aggregate less than [1]% of the
Subordinate
Component Balance of Loan Group [2] and Loan Group [3].
Current Interest: With respect to each Class of Interest
Bearing 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: In the case of any Initial Mortgage Loan, the
later of (x) _________, 200_ and (y) the date of origination of
such Mortgage
Loan (the "Initial Cut-off Date"), and in the case of any
Subsequent Mortgage
Loan, the later of (x) the first day of the month of the related
Subsequent
Transfer Date and (y) the date of origination of such Subsequent
Mortgage Loan
(the related "Subsequent Cut-off Date"). When used with respect to
any
Mortgage Loan the "Cut-off Date" shall mean the related Cut-off
Date.
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.
28
<PAGE>
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.
Deficiency Amount:
With respect to:
(a) any Distribution Date prior to the Last Scheduled
Distribution Date, the sum of (i) the excess, if any, of the
Current Interest
on the Class [AF-5B] Certificates 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,
over Class
[AF-5B] Available Funds for such Distribution Date, and (ii) for
any
Distribution Date after the Certificate Principal Balance of the
Fixed Rate
Subordinate Certificates has been reduced to zero, the excess, if
any, of (A)
the Certificate Principal Balance of the Class [AF-5B] Certificates
over (B)
the sum of the aggregate Stated Principal Balance of the Group [1]
Mortgage
Loans and any amount on deposit in the Pre-Funding Account in
respect of Loan
Group [1], in each case taking into account all distributions to be
made on
such Distribution Date;
(b) the Last Scheduled Distribution Date, an amount equal to
the sum of (i) the excess, if any, of the Current Interest on the
Class
[AF-5B] Certificates 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 over the Class
[AF-5B]
Available Funds for such Distribution Date and (ii) the Certificate
Principal
Balance of the Class [AF-5B] Certificates on such Last Scheduled
Distribution
Date (after taking into account all distributions to be made to the
Class
[AF-5B] Certificates on such Distribution Date); and
(c) any date on which the acceleration of the Certificates
has been directed or consented to by the Class [AF-5B] Insurer, the
excess of
(i) the amount required to pay the outstanding Certificate
Principal Balance
of the Class [AF-5B] Certificates in full, together with accrued
and unpaid
interest thereon through the date of payment of the Class [AF-5B]
Certificates
and (ii) the Class [AF-5B] Available Funds for that Distribution
Date.
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 Co-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
29
<PAGE>
related Mortgage File is not delivered to the Co-Trustee on or
prior to the
related Subsequent Transfer Date. The Depositor shall deliver (or
cause
delivery of) the Mortgage Files to the Co-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
Co-Trustee as provided in Section 2.01, Countrywide Home Loans,
Inc. shall
hold such files as agent and in trust for the Co-Trustee.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced by a Replacement Mortgage Loan.
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, the Trustee and
the initial
Depository, dated as of the Closing Date, substantially in the form
of Exhibit
O.
Depository Participant: A broker, dealer, bank or other
financial institution or other person for whom from time to time a
Depository
effects book-entry transfers and pledges of securities deposited
with the
Depository.
30
<PAGE>
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
"__________________, in trust for registered Holders of CWABS,
Inc.,
Asset-Backed Certificates, Series 200_-__". 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, _______ [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
__________ 200_.
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].
EDGAR: The Commission's Electronic Data Gathering, Analysis
and Retrieval system.
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 [AF-5B] Policy, in the case of the Class [AF-5B]
Certificates) as
evidenced by a
31
<PAGE>
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 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.
Exchange Act: The Securities Exchange Act of 1934, as
amended and the rules and regulations promulgated thereunder.
Exchange Act Reports: Any reports on Form 10-D, Form 8-K and
Form 10-K required to be filed by the Depositor with respect to the
Trust Fund
under the Exchange Act.
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 policy.
Extra Principal Distribution Amount: With respect to any
Distribution Date and (A) Loan Group [1], the lesser of (1) the
Fixed Rate
Overcollateralization Deficiency Amount and (2) the sum of the
Fixed Rate Loan
Group Excess Cashflow and the Credit Comeback Excess Amount
available for
payment thereof and (B) each of Loan Group [2] and Loan Group [3],
the lesser
of (1) the Adjustable Rate Overcollateralization Deficiency Amount
and (2) the
Adjustable Rate Loan Group Excess Cashflow available for payment
thereof, to
be allocated between Loan Group [2] and Loan Group [3], pro rata,
based on the
Principal Remittance Amount for each such Loan Group for such
Distribution
Date.
32
<PAGE>
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.
Fixed Rate Certificates: The Class [AF-1B], Class [AF-2],
Class [AF-3], Class [AF-4], Class [AF-5A], Class [AF-5B], Class
[AF-__], Class
[MF-1], Class [MF-2], Class [MF-3], Class [MF-__], Class MF-__ and
Class [BF]
Certificates.
Fixed Rate Cumulative Loss Trigger Event: With respect to a
Distribution Date on or after the Fixed Rate Stepdown Date, a Fixed
Rate
Cumulative Loss Trigger Event occurs if (x) the aggregate amount of
Realized
Losses on the Mortgage Loans in Loan Group [1] 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
related to Loan
Group [1] 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 in
Loan Group [1]
and the Group [1] Pre-Funded Amount, as set forth below:
<TABLE>
<CAPTION>
Distribution Date
Percentage
-----------------
----------
<S>
<C>
_____ 200_ -- _____ 200_........................... _____% with respect to ______
200_, plus an
additional 1/12th of ____% for each month
thereafter through ______ 200_
_____ 200_ -- _____ 200_........................... _____% with respect to ______
200_, plus an
additional 1/12th of ____% for each month
thereafter through ______ 200_
_____ 200_ -- _____ 200_........................... _____% with respect to ______
200_, plus an
additional 1/12th of ____% for each month
thereafter through ______ 200_
_____ 200_ and
thereafter......................... ____%
</TABLE>
Fixed Rate Delinquency Trigger Event: With respect to any
Distribution Date on or after the Fixed Rate Stepdown Date, a Fixed
Rate
Delinquency Trigger Event exists if the Rolling [Sixty-Day]
Delinquency Rate
for Outstanding Mortgage Loans in Loan Group [1] equals or exceeds
the product
of (x) the Fixed Rate Senior Enhancement Percentage for such
Distribution Date
and (y) the applicable percentage listed below for the most senior
class of
outstanding Class [AF] Certificates and Fixed Rate Subordinate
Certificates:
Class
Percentage
Class [AF]......................
_______%
Class [MF-1]....................
_______%
33
<PAGE>
Class [MF-2]....................
_______%
Class [MF-3]....................
_______%
Class [MF-__]...................
_______%
Class [MF-__]...................
_______%
Class [BF]......................
_______%
Fixed Rate Excess Overcollateralization Amount: With respect
to any Distribution Date, an amount equal to the excess, if any, of
the Fixed
Rate Overcollateralized Amount for such Distribution Date over the
Fixed Rate
Overcollateralization Target Amount for such Distribution Date.
Fixed Rate Loan Group 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
[AF-5B] Premium
and any Class [AF-5B] Reimbursement Amount to the Class [AF-5B]
Insurer, in
each case for such Distribution Date pursuant to Section
4.04(a)(ii)(k), and
(ii) the amount remaining after the distribution of principal
to
Certificateholders and the payment of any unpaid Class [AF-5B]
Premium and any
unpaid Class [AF-5B\ Reimbursement Amount to the Class [AF-5B]
Insurer, in
each case for such Distribution Date pursuant to Section
4.04(c)(1)(K) or
4.04(c)(2)(L) and (iii) the Fixed Rate Overcollateralization
Reduction Amount
for such Distribution Date, if any.
Fixed Rate Net Rate Cap: For any Distribution Date, the
weighted average Adjusted Net Mortgage Rate on the Mortgage Loans
in Loan
Group [1] for such Distribution Date, adjusted in the case of the
Class
[AF-1A] Certificates only, 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.
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 and any Credit Comeback Loans,
including in each
case any Mortgage Loans delivered in replacement thereof.
Fixed Rate OC Floor: An amount equal to ____% of the sum of
the aggregate Cut-off Date Principal Balance of the Initial
Mortgage Loans in
Loan Group [1] and the Group [1] Pre-Funded Amount.
Fixed Rate Overcollateralization Deficiency Amount: With
respect to any Distribution Date, the amount, if any, by which the
Fixed Rate
Overcollateralization Target Amount exceeds the Fixed Rate
Overcollateralized
Amount on such Distribution Date (after giving effect to
distributions in
respect of the Principal Remittance Amount for Loan Group [1] on
such
Distribution Date).
Fixed Rate Overcollateralization Reduction Amount: With
respect to any Distribution Date, an amount equal to the lesser of
(i) the
Fixed Rate Excess
34
<PAGE>
Overcollateralization Amount for such Distribution Date and (ii)
the Principal
Remittance Amount for Loan Group [1] for such Distribution
Date.
Fixed Rate Overcollateralization Target Amount: With respect
to any Distribution Date (a) prior to the Fixed Rate Stepdown Date,
an amount
equal to ___% of the sum of the aggregate Cut-off Date Principal
Balance of
the Initial Mortgage Loans in Loan Group [1] and the Group [1]
Pre-Funded
Amount and (b) on or after the Fixed Rate Stepdown Date, the
greater of (i) an
amount equal to ____% of the aggregate Stated Principal Balance of
the
Mortgage Loans in Loan Group [1] for the current Distribution Date
and (ii)
the Fixed Rate OC Floor; provided, however, that if a Fixed Rate
Trigger Event
is in effect on any Distribution Date, the Fixed Rate
Overcollateralization
Target Amount will be the Fixed Rate Overcollateralization Target
Amount as in
effect for the prior Distribution Date.
Fixed Rate 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 in Loan Group [1]
for such
Distribution Date and any amount on deposit in the Pre-Funding
Account in
respect of Loan Group [1] exceeds (y) the aggregate Certificate
Principal
Balance of the Class [AF] Certificates and the Fixed Rate
Subordinate
Certificates as of such Distribution Date (after giving effect
to
distributions of the Principal Remittance Amount for Loan Group [1]
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 in respect of Loan Group
[1]).
Fixed Rate Senior Enhancement Percentage: With respect to a
Distribution Date on or after the Fixed Rate Stepdown Date, the
fraction
(expressed as a percentage) (1) the numerator of which is the
excess of (a)
the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Group [1]
for the preceding Distribution Date over (b) (i) before the
Certificate
Principal Balances of the Class [AF] Certificates have been reduced
to zero,
the sum of the Certificate Principal Balances of the Class [AF]
Certificates,
or (ii) after such time, the Certificate Principal Balance of the
most senior
Class of Fixed Rate Subordinate Certificates outstanding, as of the
related
Master Servicer Advance Date, and (2) the denominator of which is
the
aggregate Stated Principal Balance of the Mortgage Loans in Loan
Group [1] for
the preceding Distribution Date.
Fixed Rate Subordinate Class Principal Distribution Amount:
With respect to any Distribution Date and any Class of Fixed Rate
Subordinate
Certificates the excess of (1) the sum of (a) the aggregate
Certificate
Principal Balance of the Class [AF] Certificates (after taking into
account
distribution of the Class [AF] Principal Distribution Amount for
such
Distribution Date), (b) the aggregate Certificate Principal Balance
of any
Class(es) of Fixed Rate Subordinate Certificates that are senior to
the
subject Class (in each case, after taking into account distribution
of the
Fixed Rate Subordinate Class Principal Distribution Amount(s) for
such senior
Class(es) of Certificates for such Distribution Date), and (c) the
Certificate
Principal Balance of such Class of Fixed Rate Subordinate
Certificates
immediately prior to the subject Distribution Date over (2) the
lesser of (a)
the product of (x) 100% minus the Stepdown Target Subordination
Percentage for
the subject Class of Certificates and (y) the aggregate Stated
Principal
Balance of the Mortgage Loans in Loan Group [1] for such
Distribution Date and
(b) the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Group
1 for such Distribution Date minus the
35
<PAGE>
Fixed Rate OC Floor; provided, however, that if such Class of Fixed
Rate
Subordinate Certificates is the only Class of Fixed Rate
Subordinate
Certificates outstanding on such Distribution Date, that Class will
be
entitled to receive the entire remaining Principal Distribution
Amount for
Loan Group [1] until the Certificate Principal Balance thereof is
reduced to
zero.
Fixed Rate Stepdown Date: The later to occur of (x) the
Distribution Date in ______ 200_ and (y) the first Distribution
Date on which
the aggregate Certificate Principal Balance of the Class [AF]
Certificates
(after calculating anticipated distributions on such Distribution
Date) is
less than or equal to ______% of the aggregate Stated Principal
Balance of the
Mortgage Loans in Loan Group [1] for such Distribution Date.
Fixed Rate Subordinate Certificates: The Class [MF-1], Class
[MF-2], Class [MF-3], Class [MF-__], Class [MF-__] and Class
[BF]
Certificates.
Fixed Rate Trigger Event: With respect to any Distribution
Date on or after the Fixed Rate Stepdown Date, consists of either a
Fixed Rate
Delinquency Trigger Event with respect to that Distribution Date or
a Fixed
Rate Cumulative Loss Trigger Event with respect to that
Distribution Date.
Form 10-D Disclosure Item: With respect to any Person, any
material litigation or governmental proceedings pending against
such Person,
or against any of the Trust Fund, the Depositor, the Trustee, the
Co-Trustee,
the Master Servicer or any Subservicer, if such Person has actual
knowledge
thereof.
Form 10-K Disclosure Item: With respect to any Person, (a)
Form 10-D Disclosure Item, and (b) any affiliations or
relationships between
such Person and any Item 1119 Party.
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 $[25,000] and (y) ________ ___, 200_.
Gross Margin: The percentage set forth in the related
Mortgage Note for the Adjustable Rate Mortgage Loans to be added to
the Index
for use in determining the Mortgage Rate on each Adjustment Date,
and which is
set forth in the Mortgage Loan Schedule for the Adjustable Rate
Mortgage
Loans.
Group [1] 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.
36
<PAGE>
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
$_________________.
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] Pre-Funded Amount: The portion of the Pre-Funded
Amount allocable for purchase of Subsequent Mortgage Loans as Group
[2]
Mortgage Loans on the Closing Date, which shall equal
$___________________.
Group [2]
Sequential Trigger Event: With respect to any
Distribution Date (i) prior to the Distribution Date in ______
200_, if (x)
the aggregate amount of Realized Losses on the Mortgage Loans in
Loan Group
[2] 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 related to the Mortgage Loans in Loan Group
[2] received
through the last day of that Due Period) exceeds (y) ______% of the
sum of the
aggregate Cut-off Date Principal Balance of the Initial Mortgage
Loans in Loan
Group [2] and the Group [2] Pre-Funded Amount or (ii) on or after
the
Distribution Date in ______ 200_, if an Adjustable Rate Trigger
Event is in
effect.
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] 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
$__________________.
Group Net Rate Cap. With respect to Loan Group [2], the
Class [2-AV] Net Rate Cap, and with respect to Loan Group [3], the
Class
[3-AV] 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
37
<PAGE>
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 (other than the Class [C] Certificates) the Certificate
Principal
Balance of such Certificate or any predecessor Certificate on the
Closing
Date.
Initial Cut-off Date: As defined in the definition of
Cut-off Date.
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 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.
Insolvency Proceeding:
As defined in Section 4.06(h).
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 [AF-5B] Insurer under the Class
[AF-5B] 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 Amounts: With respect to any Distribution Date, the
Deficiency Amount for such Distribution Date.
Insured Expenses: Expenses covered by an Insurance Policy or
any other insurance policy with respect to the Mortgage Loans.
Insured Payments: With respect to any Distribution Date, the
aggregate amount actually paid by the Class [AF-5B] Insurer to the
Trustee in
respect of (i) Insured Amounts for a Distribution Date and (ii)
Preference
Amounts for any given Business Day.
Interest Bearing
Certificates: The Fixed Rate Certificates
and the Adjustable Rate Certificates.
38
<PAGE>
Interest Carry Forward Amount: With respect to each Class of
Interest Bearing 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 Adjustable Rate Certificates, __________,
200_. With
respect to any Accrual Period for the Adjustable Rate Certificates
thereafter,
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 and the Mortgage Insurance
Premium for such
Distribution Date allocable to such Loan Group.
Interest Remittance Amount: With respect to the Mortgage
Loans in each Loan Group and any Master Servicer Advance Date, (x)
the sum,
without duplication, of (i) all scheduled interest collected during
the
related Due Period (for the avoidance of doubt, other than Credit
Comeback
Excess Amounts) 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).
Item 1119 Party: The Depositor, any Seller, the Master
Servicer, the Trustee, the Co-Trustee, any Subservicer, any
originator
identified in the Prospectus Supplement, the Corridor Contract
Counterparty,
the [Class AF-5B] Insurer and any other material transaction party,
as
identified in Exhibit X hereto, as updated pursuant to Section
11.04.
Last Scheduled Distribution Date: With respect to the Class
[AF-5B] Certificates, the Distribution Date occurring in __________
20__.
Late Payment Rate: With respect to any Distribution Date,
the lesser of (i) the greater of (a) the rate of interest, as it is
publicly
announced by ______________ at its principal office in New York,
New York as
its prime rate (any change in such prime rate of interest to be
effective on
the date such change is announced by __________) plus __% and (b)
the then
applicable highest rate of interest on the Class [AF-5B]
Certificates and (ii)
the maximum rate permissible under applicable usury or similar laws
limiting
interest rates. The Late Payment Rate shall be computed on the
basis of the
actual number of days elapsed over a year of 360 days.
39
<PAGE>
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.
Limited Exchange Act Reporting Obligations: The obligations
of the Master Servicer under Section 3.17(b), Section 6.02 and
Section 6.04
with respect to notice and information to be provided to the
Depositor and
Article XI (except Section 11.07(a)(1) and (2)).
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 accordance with Section 3.12) in the related
Prepayment Period
that it has received all amounts it expects to receive in
connection with such
liquidation.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of
Mortgage
Loans, whether through trustee's sale, foreclosure sale or
otherwise or
amounts received in connection with any condemnation or partial
release of a
Mortgaged Property and any other proceeds received in connection
with an REO
Property received in connection with or prior to such Mortgage Loan
becoming a
Liquidated Mortgage Loan (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.
40
<PAGE>
Majority Holder: The Holders of Certificates evidencing at
least 51% of the Voting Rights allocated to such Class of
Certificates.
Margin: With respect to any Accrual Period and Class of
Adjustable Rate Certificates, the per annum rate indicated in the
following
table:
-------------------------------------------- ---------------
-----------------
Class
Margin (1)
Margin (2)
-------------------------------------------- ---------------
-----------------
Class
[AF-1A]...........................
____%
____%
-------------------------------------------- ---------------
-----------------
Class
[2-AV-1]..........................
____%
____%
-------------------------------------------- ---------------
-----------------
Class
[2-AV-2]..........................
____%
____%
-------------------------------------------- ---------------
-----------------
Class
[2-AV-__].........................
____%
____%
-------------------------------------------- ---------------
-----------------
Class
[3-AV-1]..........................
____%
____%
-------------------------------------------- ---------------
-----------------
Class
[3-AV-2]..........................
____%
____%
-------------------------------------------- ---------------
-----------------
Class
[3-AV-__].........................
____%
____%
-------------------------------------------- ---------------
-----------------
Class
[MV-1]............................
____%
____%
-------------------------------------------- ---------------
-----------------
Class
[MV-2]............................
____%
____%
-------------------------------------------- ---------------
-----------------
Class
[MV-3]............................
____%
____%
-------------------------------------------- ---------------
-----------------
Class
[MV-__]...........................
____%
____%
-------------------------------------------- ---------------
-----------------
Class
[MV-__]...........................
____%
____%
-------------------------------------------- ---------------
-----------------
Class
[BV]..............................
____%
____%
-------------------------------------------- ---------------
-----------------
(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 3.19(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 3.19(c).
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(R) System.
41
<PAGE>
MERS(R) 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 Co-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;
42
<PAGE>
(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) a code indicating whether such Mortgage Loan
is a Credit Comeback Loan;
(xiv) [Reserved];
(xv) [Reserved];
(xvi) the purpose of the Mortgage Loan;
(xvii) 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;
(xviii) a code indicating whether the Mortgage Loan
is a [CHL] Mortgage Loan, a [Park Monaco] Mortgage Loan or a
[Park Sienna] Mortgage Loan;
(xix) the premium rate for any lender-paid mortgage
insurance, if applicable; and
(xx) a code indicating whether the Mortgage Loan is
a Fixed Rate Mortgage Loan or an Adjustable Rate Mortgage
Loan.
43
<PAGE>
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 Group [1] Mortgage Loans, Group
[2] Mortgage Loans and Group [3] 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; provided, however, the Mortgage
Rate for each
Credit Comeback Loan shall be treated for all purposes of payments
on the
Certificates, including the calculation of the Pass-Through Rates
and the
applicable Net Rate Cap, as reduced by [0.375]% on the Due Date
following the
end of each of the first [four] annual periods after the
origination date,
irrespective of whether the Mortgagor qualifies for the reduction
by having a
good payment history.
Mortgaged Property: The underlying property securing a
Mortgage Loan.
Mortgagor: The
obligors on a Mortgage Note.
NAS Factor: For any Distribution Date set forth below, the
percentage set forth in the following table:
<TABLE>
<CAPTION>
Distribution Date
Percentage
-----------------------------------------------------------------
------------------
<S>
<C>
_____ 200_ - _______ 200_.......................................
__%
_____ 200_ - _______ 200_.......................................
__%
_____ 200_ - _______ 200_.......................................
__%
_____ 200_ - _______ 200_.......................................
__%
_____ 200_ and thereafter.......................................
__%
</TABLE>
NAS Principal Distribution Amount: For any Distribution
Date, an amount equal to the product of (i) the Class [AF-__]
Portion for such
Distribution Date, (ii) any amounts
44
<PAGE>
distributed to the Class [AF] Certificates pursuant to Section
4.04(c) and
4.04(e)(1) for such Distribution Date and (iii) the NAS Factor for
such
Distribution Date.
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, (i)
with respect to each Class of Class [AF] Certificates (other than
the Class
[AF-5B] Certificates) and the Fixed Rate Subordinate Certificates,
the Fixed
Rate Net Rate Cap, (ii) with respect to the Class [AF-5B]
Certificates, the
Fixed Rate Net Rate Cap less the Class [AF-5B] Policy Premium Rate,
(iii) with
respect to each Class of Class [2-AV] Certificates, the Class
[2-AV] Net Rate
Cap, (iv) with respect to each Class of Class [3-AV] Certificates,
the Class
[3-AV] Net Rate Cap and (v) with respect to each Class of
Adjustable Rate
Subordinate Certificates, the Adjustable Rate Subordinate Net Rate
Cap.
Net Rate Carryover: With respect to any Class of Interest
Bearing 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.
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.
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.
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 ___________
(however
denominated), an Assistant ___________, the Treasurer, the
Secretary, or one
of the Assistant Treasurers or Assistant Secretaries of the
Depositor, (ii) in
the case of the
45
<PAGE>
Master Servicer, signed by the President, an Executive ___________,
a
___________, an Assistant ___________, the Treasurer, or one of the
Assistant
Treasurers or Assistant Secretaries of [Countrywide GP, Inc.], its
general
partner, (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 or (iv) in the
case of any
other Person, signed by an authorized officer of such Person.
One-Month LIBOR: With respect to any Accrual Period for the
Adjustable Rate 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 is quoted on the Bloomberg Terminal for
such
Interest Determination Date; provided that the parties hereto
acknowledge that
One-Month LIBOR calculated for the first Accrual Period for the
Adjustable
Rate Certificates shall equal _____% per annum. If such rate is not
quoted on
the Bloomberg Terminal (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 Adjustable Rate 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 Adjustable Rate
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.
46
<PAGE>
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.
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 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 Adjustable Rate 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 any Accrual Period and each Class of Fixed
Rate
Certificates, the lesser of (x) the per annum rate set forth in the
following
table for such Class and Accrual Period and (y) the applicable Net
Rate Cap
for such Class and the related Distribution Date.
47
<PAGE>
<TABLE>
<CAPTION>
------------------------------------- -------------------------
-----------------------
Class
Pass-Through Rate (1) Pass-Through Rate
(2)
------------------------------------- -------------------------
-----------------------
<S>
<C>
<C>
[AF-1B]
____%
____%
------------------------------------- -------------------------
-----------------------
[AF-2]
____%
____%
------------------------------------- -------------------------
-----------------------
[AF-3]
____%
____%
------------------------------------- -------------------------
-----------------------
[AF-4]
____%
____%
------------------------------------- -------------------------
-----------------------
[AF-5A]
____%
____%
------------------------------------- -------------------------
-----------------------
[AF-5B]
____%
____%
------------------------------------- -------------------------
-----------------------
[AF-__]
____%
____%
------------------------------------- -------------------------
-----------------------
[MF-1]
____%
____%
------------------------------------- -------------------------
-----------------------
[MF-2]
____%
____%
------------------------------------- -------------------------
-----------------------
[MF-3]
____%
____%
------------------------------------- -------------------------
-----------------------
[MF-__]
____%
____%
------------------------------------- -------------------------
-----------------------
[MF-__]
____%
____%
------------------------------------- -------------------------
-----------------------
[BF]
____%
____%
------------------------------------- -------------------------
-----------------------
</TABLE>
(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.
Percentage Interest: With respect to any Interest Bearing
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.
Performance Certification: As defined in Section 11.05.
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 [AF-5B] Policy,
in the case of Class [AF-5B] 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 [AF-5B]
Policy, in the case of the Class [AF-5B] Certificates);
48
<PAGE>
(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 [AF-5B]
Policy, in the case of Class [AF-5B] 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 [AF-5B]
Policy, in the case of Class [AF-5B] 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 [AF-5B] Policy, in the
case of Class [AF-5B] 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 [AF-5B] Policy, in the
case of Class [AF-5B] 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
49
<PAGE>
assigned to the Certificates by any Rating Agency (without
regard to the Class [AF-5B] Policy, in the case of Class
[AF-5B] 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
50
<PAGE>
thereof for these purposes if all of its activities are subject to
tax and,
with the exception of the Federal Home Loan Mortgage Corporation, a
majority
of its board of directors is not selected by such government
unit.
Person: Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company,
trust,
unincorporated organization or government, or any agency or
political
subdivision thereof.
Pool Stated Principal Balance: The aggregate of the Stated
Principal Balances of the Mortgage Loans which were Outstanding
Mortgage
Loans.
Preference
Amount: Any payment of principal or interest on a
Class [AF-5B] Certificate which has become Due for Payment and
which was made
to a Holder by or on behalf of the Trust Fund, which has been
deemed a
preferential transfer and was previously recovered from the Holder
pursuant to
the United States Bankruptcy Code in accordance with a final,
non-appealable
order of a court of competent jurisdiction.
Preference Claim: As
defined in Section 4.06(h).
Pre-Funded Amount: The amount deposited in the Pre-Funding
Account on the Closing Date, which shall equal
$________________.
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
"_______________________, in trust for registered holders of CWABS,
Inc.,
Asset-Backed Certificates, Series 200_-__." 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.
51
<PAGE>
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
52
<PAGE>
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
________________, 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 __________________ 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, (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.
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 on or
before ________
[Pacific time] on the related Master Servicer Advance 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 is less
than the
aggregate unpaid principal balance of any Deleted Mortgage Loans
delivered by
the Sellers in connection with a substitution of a Mortgage Loan
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 Nonrecoverable Advances relating to principal and
certain
expenses reimbursable pursuant to Section 6.03 and reimbursed
during the
related Due Period.
53
<PAGE>
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 "__________________ in trust for registered Holders of
CWABS, Inc.,
Asset-Backed Certificates, Series 200_-__". 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 __________, 200_, relating
to asset-backed securities to be sold by the Depositor.
Prospectus Supplement: The prospectus supplement dated
_______, 200_, 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.
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
54
<PAGE>
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
Adjustable Rate 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 Fixed Rate Certificates and
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 _________, [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
Adjustable Rate
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
______, [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
Adjustable Rate
Certificates on such Interest Determination Date.
Reference Banks: ____________, ___________ and
_____________, 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.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended
from time to time, and subject to such clarification and
interpretation as
have been provided by the Commission in the adopting release
(Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506,
1,531
(Jan. 7,
55
<PAGE>
2005)) or by the staff of the Commission, or as may be provided by
the
Commission or its staff from time to time.
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.
Remittance Report: A report prepared by the Master Servicer
and delivered to the Trustee and the NIM Insurer in accordance with
Section
4.04.
REO Property: A Mortgaged Property acquired by the Master
Servicer through foreclosure or deed-in-lieu of foreclosure in
connection with
a defaulted Mortgage Loan.
Replacement Mortgage Loan: A Mortgage Loan substituted by a
Seller for a Deleted Mortgage Loan which must, on the date of
such
substitution, as confirmed in a Request for File Release, (i) have
a Stated
Principal Balance, after deduction of the principal portion of the
Scheduled
Payment due in the month of substitution, not in excess of, and not
less than
[90]% of the Stated Principal Balance of the Deleted Mortgage Loan;
(ii) with
respect to any Fixed Rate Mortgage Loan, have a Mortgage Rate not
less than or
no more than [1]% per annum higher than the Mortgage Rate of the
Deleted
Mortgage Loan and, with respect to any Adjustable Rate Mortgage
Loan: (a) have
a Maximum Mortgage Rate no more than [1]% per annum higher or lower
than the
Maximum Mortgage Rate of the Deleted Mortgage Loan; (b) have a
Minimum
Mortgage Rate no more than [1]% per annum higher or lower than the
Minimum
Mortgage Rate of the Deleted Mortgage Loan; (c) have the same Index
and
intervals between Adjustment Dates as that of the Deleted Mortgage
Loan; (d)
have a Gross Margin not more than [1]% per annum higher or lower
than that of
the Deleted Mortgage Loan; and (e) have an Initial Periodic Rate
Cap and a
Subsequent Periodic Rate Cap each not more than [1]% lower than
that of the
Deleted Mortgage Loan; (iii) have the same or higher credit
quality
characteristics than that of the Deleted Mortgage Loan; (iv) be
accruing
interest at a rate not more than [1]% per annum higher or lower
than that of
the Deleted Mortgage Loan; (v) have a Loan-to-Value Ratio no higher
than that
of the Deleted Mortgage Loan; (vi) have a remaining term to
maturity not
greater than (and not more than one year less than) that of the
Deleted
Mortgage Loan; (vii) not permit conversion of the Mortgage Rate
from a fixed
rate to a variable rate or vice versa; (viii) provide for a
Prepayment Charge
on terms substantially similar to those of the Prepayment Charge,
if any, of
the Deleted Mortgage Loan; (ix) have the same occupancy type and
lien priority
as the Deleted Mortgage Loan; and (x) comply with each
representation and
warranty set forth in Section 2.03 as of the date of substitution;
provided,
however, that notwithstanding the foregoing, to the extent that
compliance
with clause (x) of this definition would cause a proposed
Replacement Mortgage
Loan to fail to comply with one or more of clauses (i), (ii), (iv),
(viii)
and/or (ix) of this definition, then such proposed Replacement
Mortgage Loan
must comply with clause (x) and need not comply with one or more of
clauses
(i), (ii), (iv), (viii) and/or (ix), to the extent, and only to the
extent,
necessary to assure that the Replacement Mortgage Loan otherwise
complies with
clause (x).
56
<PAGE>
Reportable Event: Any event required to be reported on Form
8-K, and in any event the following:
(a) entry into a definitive agreement related to the Trust
Fund, the Certificates or the Mortgage Loans, or an amendment to a
Transaction
Document, even if the Depositor is not a party to such agreement
(e.g., a
servicing agreement with a servicer contemplated by Item 1108(a)(3)
of
Regulation AB);
(b) termination of a Transaction Document (other than by
expiration of the agreement on its stated termination date or as a
result of
all parties completing their obligations under such agreement),
even if the
Depositor is not a party to such agreement (e.g., a servicing
agreement with a
servicer contemplated by Item 1108(a)(3) of Regulation AB);
(c) with respect to the Master Servicer only, if the Master
Servicer becomes aware of any bankruptcy or receivership with
respect to CHL,
the Depositor, the Master Servicer, any Subservicer, the Trustee,
the
Co-Trustee, the Corridor Contract Counterparty, the Class AF-5B
Insurer, any
enhancement or support provider contemplated by Items 1114(b) or
1115 of
Regulation AB, or any other material party contemplated by Item
1101(d)(1) of
Regulation AB;
(d) with respect to the Trustee, the Master Servicer and the
Depositor only, the occurrence of an early amortization,
performance trigger
or other event, including an Event of Default under this
Agreement;
(e) any amendment to this Agreement;
(f) the resignation, removal, replacement, substitution of
the Trustee, the Master Servicer, any Subservicer, the Trustee or
any
Co-Trustee;
(g) with respect to the Master Servicer only, if the Master
Servicer becomes aware that (i) any material enhancement or support
specified
in Item 1114(a)(1) through (3) of Regulation AB or Item 1115 of
Regulation AB
that was previously applicable regarding one or more classes of
the
Certificates has terminated other than by expiration of the
contract on its
stated termination date or as a result of all parties completing
their
obligations under such agreement; (ii) any material enhancement
specified in
Item 1114(a)(1) through (3) of Regulation AB or Item 1115 of
Regulation AB has
been added with respect to one or more classes of the Certificates;
or (iii)
any existing material enhancement or support specified in Item
1114(a)(1)
through (3) of Regulation AB or Item 1115 of Regulation AB with
respect to one
or more classes of the Certificates has been materially amended or
modified;
and
(h) with respect to the Trustee, the Master Servicer and the
Depositor only, a required distribution to Holders of the
Certificates is not
made as of the required Distribution Date under this Agreement.
Reporting Subcontractor: With respect to the Master
Servicer, the Trustee, or the Co-Trustee, any Subcontractor
determined by such
Person pursuant to Section 11.08(b) to be "participating in the
servicing
function" within the meaning of Item 1122 of Regulation AB.
57
<PAGE>
References to a Reporting Subcontractor shall refer only to the
Subcontractor
of such Person and shall not refer to Subcontractors generally.
Representing Party: As
defined in Section 2.03(d).
Request for Document Release: A Request for Document Release
submitted by the Master Servicer to the Co-Trustee, substantially
in the form
of Exhibit M.
Request for File Release: A Request for File Release
submitted by the Master Servicer to the Co-Trustee, substantially
in the form
of Exhibit N.
Required Insurance Policy: With respect to any Mortgage
Loan, any insurance policy that is required to be maintained from
time to time
under this Agreement.
Required Carryover Reserve Fund Deposit: With respect to any
Distribution Date, an amount equal to the excess of (i) $_________
over (ii)
the amount of funds on deposit in the Carryover Reserve Fund.
Responsible Officer: When used with respect to the Trustee,
any Vice President, any Assistant Vice President, the Secretary,
any Assistant
Secretary, any Trust Officer or any other officer of the Trustee
customarily
performing functions similar to those performed by any of the above
designated
officers and also to whom, with respect to a particular matter,
such matter is
referred because of such officer's knowledge of and familiarity
with the
particular subject.
Rolling [Sixty-Day] Delinquency Rate: With respect to any
Distribution Date on or after the Stepdown Date and any Loan Group
or Loan
Groups, the average of the [Sixty-Day] Delinquency Rates for such
Loan Group
or Loan Groups and such Distribution Date and the two immediately
preceding
Distribution Dates.
Rule 144A: Rule 144A
under the Securities Act.
Rule 144A Letter: As
defined in Section 5.02(b).
S&P: Standard & Poor's Ratings Services, a division of
The
McGraw-Hill Companies, Inc. and its successors.
Sarbanes-Oxley Certification: As defined in Section 11.05.
Scheduled Payment: With respect to any Mortgage Loan, the
scheduled monthly payment of principal and/or interest due on any
Due Date on
such Mortgage Loan which is payable by the related Mortgagor from
time to time
under the related Mortgage Note, determined: (a) after giving
effect to (i)
any Deficient Valuation and/or Debt Service Reduction with respect
to such
Mortgage Loan and (ii) any reduction in the amount of interest
collectible
from the related Mortgagor pursuant to the Relief Act; (b) without
giving
effect to any extension granted or agreed to by the Master Servicer
pursuant
to Section 3.05(a); and (c) on the assumption that all other
amounts, if any,
due under such Mortgage Loan are paid when due.
58
<PAGE>
Securities Act: The
Securities Act of 1933, as amended.
Sellers: [CHL], in its capacity as seller of the [CHL
Mortgage Loans] to the Depositor, [Park Monaco], in its capacity as
seller of
the [Park Monaco Mortgage Loans] to the Depositor and [Park
Sienna], in its
capacity as seller of the [Park Sienna Mortgage Loans] to the
Depositor.
Seller Shortfall Interest Requirement: With respect to the
Master Servicer Advance Date in each of ________ 200_, ________
200_ and
________ 200_, is the sum of:
(a) the product of: (1) the excess of the aggregate Stated
Principal Balances for such Distribution Date of the Mortgage Loans
(including
the Subsequent Mortgage Loans, if any) owned by the Trust Fund at
the
beginning of the related Due Period, over the aggregate Stated
Principal
Balance for such Distribution Date of such Mortgage Loans
(including such
Subsequent Mortgage Loans, if any) that have a scheduled payment of
interest
due in the related Due Period, and (2) a fraction, the numerator of
which is
the weighted average Net Mortgage Rate of such Mortgage Loans
(including such
Subsequent Mortgage Loans, if any) (weighted on the basis of the
Stated
Principal Balances thereof for such Distribution Date) and the
denominator of
which is 12; and
(b) the lesser of:
(i) the product of: (1) the amount on
deposit in the
Pre-Funding Account at
the beginning
of the related Due
Period, and (2) a fraction, the numerator of which is the
weighted
average Net Mortgage Rate of the Mortgage Loans (including
Subsequent Mortgage
Loans, if any) owned by the Trust Fund at the beginning of the
related Due
Period (weighted on the basis of the Stated Principal Balances
thereof for
such Distribution Date) and the denominator of which is 12; and
(ii) the excess of (x)
the sum of the amount of
Current Interest and Interest Carry Forward Amount due and payable
on the
Interest Bearing Certificates and the Class [AF-5B] Premium, in
each case for
such Distribution Date, over (y) Interest Funds otherwise available
to pay
Current Interest and the Interest Carry Forward Amount on the
Interest Bearing
Certificates for such Distribution Date (after giving effect to the
addition
of any amounts in clause (a) of this definition
of Seller Shortfall Interest Requirement to Interest Funds for
such
Distribution Date).
Senior Certificates: The Class [AF], Class [AV] and Class
A-R Certificates.
Servicing Advances: All customary, reasonable and necessary
"out of pocket" costs and expenses incurred in the performance by
the Master
Servicer of its servicing obligations hereunder, including, but not
limited
to, the cost of (i) the preservation, restoration and protection of
a
Mortgaged Property, (ii) any enforcement or judicial proceedings,
including
foreclosures, (iii) the management and liquidation of any REO
Property and
(iv) compliance with the obligations under Section 3.10.
Servicing Criteria: The "servicing criteria" set forth in
Item 1122(d) of Regulation AB.
59
<PAGE>
Servicing Fee: As to each Mortgage Loan and any Distribution
Date, an amount equal to one month's interest at the Servicing Fee
Rate on the
Stated Principal Balance of such Mortgage Loan for the preceding
Distribution
Date or, in the event of any payment of interest that accompanies a
Principal
Prepayment in full made by the Mortgagor, interest at the Servicing
Fee Rate
on the Stated Principal Balance of such Mortgage Loan for the
period covered
by such payment of interest.
Servicing Fee Rate: With respect to each Mortgage Loan, ___%
per annum.
Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and servicing
of the
Mortgage Loans whose name and facsimile signature appear on a list
of
servicing officers furnished to the Trustee by the Master Servicer
on the
Closing Date pursuant to this Agreement, as such list may from time
to time be
amended.
[Sixty-Day] Delinquency Rate: With respect to any
Distribution Date on or after the related Stepdown Date and any
Loan Group or
Loan Groups, a fraction, expressed as a percentage, the numerator
of which is
the aggregate Stated Principal Balance for such Distribution Date
of all
Mortgage Loans in such Loan Group or Loan Groups [60] or more days
delinquent
as of the close of business on the last day of the calendar month
preceding
such Distribution Date (including Mortgage Loans in foreclosure,
bankruptcy
and REO Properties) and the denominator of which is the aggregate
Stated
Principal Balance for such Distribution Date of all Mortgage Loans
in such
Loan Group or Loan Groups.
Stated Principal Balance: With respect to any Mortgage Loan
or related REO Property (i) as of the Cut-off Date, the unpaid
principal
balance of the Mortgage Loan as of such date (before any adjustment
to the
amortization schedule for any moratorium or similar waiver or grace
period),
after giving effect to any partial prepayments or Liquidation
Proceeds
received prior to such date and to the payment of principal due on
or prior to
such date and irrespective any delinquency in payment by the
related
Mortgagor, and (ii) as of any other Distribution Date, the Stated
Principal
Balance of the Mortgage Loan as of its Cut-off Date, minus the sum
of (a) the
principal portion of the Scheduled Payments (x) due with respect to
such
Mortgage Loan during each Due Period ending prior to such
Distribution Date
and (y) that were received by the Master Servicer as of the close
of business
on the Determination Date related to such Distribution Date or with
respect to
which Advances were made as of the Master Servicer Advance Date
related to
such Distribution Date, (b) all Principal Prepayments with respect
to such
Mortgage Loan received by the Master Servicer during each
Prepayment Period
ending prior to such Distribution Date and (c) all Liquidation
Proceeds
collected with respect to such Mortgage Loan during each Due Period
ending
prior to such Distribution Date, to the extent applied by the
Master Servicer
as recoveries of principal in accordance with Section 3.12. The
Stated
Principal Balance of any Mortgage Loan that becomes a Liquidated
Mortgage Loan
will be zero on each date following the Due Period in which such
Mortgage Loan
becomes a Liquidated Mortgage Loan. References herein to the Stated
Principal
Balance of the Mortgage Loans at any time shall mean the aggregate
Stated
Principal Balance of all Mortgage Loans in the Trust Fund as of
such time, and
references herein to the Stated Principal Balance of a Loan Group
at any time
shall mean the aggregate Stated Principal Balance of all Mortgage
Loans in
such Loan Group at such time.
60
<PAGE>
Stepdown Target Subordination Percentage: For any Class of
Subordinate Certificates, the respective percentage indicated in
the following
table:
Stepdown Target Subordination
Percentage
--------------------------------
Class [MF-1]..............................
____%
Class [MF-2]..............................
____%
Class [MF-3]..............................
____%
Class [MF-__].............................
____%
Class [MF-__].............................
____%
Class [BF]................................
____%
Class [MV-1]..............................
____%
Class [MV-2]..............................
____%
Class [MV-3]..............................
____%
Class [MV-__].............................
____%
Class [MV-__].............................
____%
Class [BV]................................
____%
Subcontractor: Any vendor, subcontractor or other Person
that is not responsible for the overall servicing (as "servicing"
is commonly
understood by participants in the mortgage-backed securities
market) of
Mortgage Loans but performs one or more discrete functions
identified in Item
1122(d) of Regulation AB with respect to the Mortgage Loans under
the
direction or authority of the Master Servicer or a Subservicer or
the Trustee,
as the case may be.
Subordinate Certificates: The Fixed Rate Subordinate
Certificates and the Adjustable Rate Subordinate Certificates.
Subsequent Certificate Account Deposit: With respect to any
Subsequent Transfer Date, an amount equal to the aggregate of all
amounts in
respect of (i) principal of the related Subsequent Mortgage Loans
due after
the related Subsequent Cut-off Date and received by the Master
Servicer on or
before such Subsequent Transfer Date and not applied in computing
the Cut-off
Date Principal Balance thereof and (ii) interest on the such
Subsequent
Mortgage Loans due after such Subsequent Cut-off Date and received
by the
Master Servicer on or before the Subsequent Transfer Date.
Subordinate Component Balance: With respect to any
Distribution Date and for each of Loan Group [2] and Loan Group
[3], the
excess of the principal balance of such Loan Group as of the first
day of the
related Due Period (after giving effect to Principal Prepayments
received in
the Prepayment Period ending during such Due Period) over the
Certificate
Principal Balance of the Class [2-AV] Certificates in the case of
Loan Group
[2] and the Class [3-AV] Certificates in the case of Loan Group
[3].
Subsequent Cut-off Date: As defined in the definition of
Cut-off Date.
Subsequent Mortgage Loan: Any Mortgage Loan conveyed to the
Trustee on a Subsequent Transfer Date, and listed on the related
Loan Number
and Borrower Identification
61
<PAGE>
Mortgage Loan Schedule delivered pursuant to Section 2.01(f). When
used with
respect to a single Subsequent Transfer Date, "Subsequent Mortgage
Loan" shall
mean a Subsequent Mortgage Loan conveyed to the Trustee on such
Subsequent
Transfer Date.
Subsequent Periodic Rate Cap: With respect to each
Adjustable Rate Mortgage Loan, the percentage specified in the
related
Mortgage Note that limits permissible increases and decreases in
the Mortgage
Rate on any Adjustment Date (other than the initial Adjustment
Date).
Subsequent Recoveries: As to any Distribution Date, with
respect to a Liquidated Mortgage Loan that resulted in a Realized
Loss in a
prior calendar month, unexpected amounts received by the Master
Servicer (net
of any related expenses permitted to be reimbursed pursuant to
Section 3.08
and 3.12) specifically related to such Liquidated Mortgage Loan
after the
classification of such Mortgage Loan as a Liquidated Mortgage
Loan.
Subsequent Transfer Agreement: A Subsequent Transfer
Agreement substantially in the form of Exhibit P hereto, executed
and
delivered by the Sellers, the Depositor and the Trustee as provided
in Section
2.01(d).
Subsequent Transfer Date: For any Subsequent Transfer
Agreement, the "Subsequent Transfer Date" identified in such
Subsequent
Transfer Agreement; provided, however, the Subsequent Transfer Date
for any
Subsequent Transfer Agreement must be a Business Day and may not be
a date
earlier than the date on which the Subsequent Transfer Agreement is
executed
and delivered by the parties thereto pursuant to Section
2.01(d).
Subsequent Transfer Date Purchase Amount: With respect to
any Subsequent Transfer Date, the "Subsequent Transfer Date
Purchase Amount"
identified in the related Subsequent Transfer Agreement which shall
be an
estimate of the aggregate Stated Principal Balances of the
Subsequent Mortgage
Loans identified in such Subsequent Transfer Agreement.
Subsequent Transfer Date Transfer Amount: With respect to
any Subsequent Transfer Date, an amount equal to the lesser of (i)
the
aggregate Stated Principal Balances as of the related Subsequent
Cut-off Dates
of the Subsequent Mortgage Loans conveyed on such Subsequent
Transfer Date, as
listed on the related Loan Number and Borrower Identification
Mortgage Loan
Schedule delivered pursuant to Section 2.01(f) and (ii) the amount
on deposit
in the Pre-Funding Account.
Subservicer: As
defined in Section 3.02(a).
Subservicing Agreement: As defined in Section 3.02(a).
Substitution Adjustment Amount: The meaning ascribed to such
term pursuant to Section 2.03(d).
Substitution Amount: With respect to any Mortgage Loan
substituted pursuant to Section 2.03(d), the excess of (x) the
principal
balance of the Mortgage Loan that is substituted for, over (y) the
principal
balance of the related substitute Mortgage Loan, each balance being
determined
as of the date of substitution.
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<PAGE>
Tax Matters Person: The person designated as "tax matters
person" in the manner provided under Treasury regulation ss.
1.860F-4(d) and
Treasury regulation ss. 301.6231(a)(7)-1. Initially, this person
shall be the
Trustee.
Tax Matters Person Certificate: With respect to the Master
REMIC, REMIC 1 and REMIC 2, the Class A-R Certificate with a
Denomination of
$[0.05] and in the form of Exhibit E hereto.
Terminator: As defined
in Section 9.01.
Three-Year Hybrid Mortgage Loan: A Mortgage Loan having a
Mortgage Rate that is fixed for 36 months after origination thereof
before
such Mortgage Rate becomes subject to adjustment.
Transaction Documents: This Agreement, each Corridor
Contract, the Corridor Contract Administration Agreement, the Class
AF-5B
Policy and any other document or agreement entered into in
connection with the
Trust Fund, the Certificates or the Mortgage Loans.
Transfer: Any direct or indirect transfer or sale of any
Ownership Interest in a Certificate.
Transfer Affidavit: As defined in Section 5.02(c).
Transferor Certificate: As defined in Section 5.02(b).
Trust Fund: The corpus of the trust created hereunder
consisting of (i) the Mortgage Loans and all interest and principal
received
on or with respect thereto on and after the Cut-off Date to the
extent not
applied in computing the Cut-off Date Principal Balance thereof,
exclusive of
interest not required to be deposited in the Certificate Account
pursuant to
Section 3.05(b)(2); (ii) the Certificate Account, the Distribution
Account,
the Principal Reserve Fund, the Carryover Reserve Fund, the Credit
Comeback
Excess Account, the Pre-Funding Account and all amounts deposited
therein
pursuant to the applicable provisions of this Agreement; (iii) the
rights to
receive certain proceeds of the Corridor Contracts as provided in
the Corridor
Contract Administration Agreement, (iv) property that secured a
Mortgage Loan
and has been acquired by foreclosure, deed in lieu of foreclosure
or
otherwise; (v) the mortgagee's rights under the Insurance Policies
with
respect to the Mortgage Loan; (vi) the rights of the Trustee for
the benefit
of the Class AF-[5] Certificateholders under the Class [AF-5B]
Policy; and
(vii) all proceeds of the conversion, voluntary or involuntary, of
any of the
foregoing into cash or other liquid property. The Trust Fund
created hereunder
is referred to as the "{CWABS Asset Backed Certificates Trust,
Series 20__}."
Trustee: __________________, a _______________________, not
in its individual capacity, but solely in its capacity as trustee
for the
benefit of the Certificateholders under this Agreement, and any
successor
thereto, and any corporation or national banking association
resulting from or
surviving any consolidation or merger to which it or its successors
may be a
party and any successor trustee as may from time to time be serving
as
successor trustee hereunder.
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<PAGE>
Trustee Advance Notice: As defined in Section 4.01(d).
Trustee Advance Rate: With respect to any Advance made by
the Trustee pursuant to Section 4.01(d), a per annum rate of
interest
determined as of the date of such Advance equal to the Prime Rate
in effect on
such date plus _____%.
Trustee Fee: As to any Distribution Date, an amount equal to
one-twelfth of the Trustee Fee Rate multiplied by the sum of (i)
the Pool
Stated Principal Balance and (ii) any amounts remaining in the
Pre-Funding
Account (excluding any investment earnings thereon) with respect to
such
Distribution Date.
Trustee Fee Rate: With respect to each Mortgage Loan, the
per annum rate agreed upon in writing on or prior to the Closing
Date by the
Trustee and the Depositor, which is _____% per annum.
Two-Year Hybrid Mortgage Loan: A Mortgage Loan having a
Mortgage Rate that is fixed for 24 months after origination thereof
before
such Mortgage Rate becomes subject to adjustment.
Underwriter's Exemption: Prohibited Transaction Exemption
2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any successor
thereto), or
any substantially similar administrative exemption granted by the
U.S.
Department of Labor.
Underwriters:
__________________.
Unpaid Realized Loss Amount: For the Class [2-AV-2]
Certificates and any Class of Subordinate Certificates and any
Distribution
Date, (x) the portion of the aggregate Applied Realized Loss Amount
previously
allocated to that Class remaining unpaid from prior Distribution
Dates minus
(y) any increase in the Certificate Principal Balance of that Class
due to the
allocation of Subsequent Recoveries to the Certificate Principal
Balance of
that Class pursuant to Section 4.04(l) or 4.04(m).
Voting Rights: The voting rights of all the Certificates
that are allocated to any Certificates for purposes of the voting
provisions
hereunder. Voting Rights allocated to each Class of Certificates
shall be
allocated [95]% to the Certificates other than the Class A-R, Class
[CF],
Class [CV], Class [PF] and Class [PV] Certificates (with the
allocation among
the Certificates to be in proportion to the Certificate Principal
Balance of
each Class relative to the Certificate Principal Balance of all
other such
Classes), and [1]% to each of the Class A-R, Class [CF], Class
[CV], Class
[PF] and Class [PV] Certificates. Voting Rights will be allocated
among the
Certificates of each such Class in accordance with their respective
Percentage
Interests. Notwithstanding any of the foregoing, on any date on
which any
Class [AF-5B] Certificates are outstanding or any amounts are owed
the Class
[AF-5B] Insurer under this Agreement, unless a Class [AF-5B]
Insurer Default
shall have occurred and be continuing, the Class [AF-5B] Insurer
will be
entitled to exercise the Voting Rights of the Class [AF-5B]
Certificateholders, without the consent of the Class [AF-5B]
Certificateholders, and the Class [AF-5B] Certificateholders may
exercise such
rights only with the prior written consent of the Class [AF-5B]
Insurer.
64
<PAGE>
Section 1.02 Certain Interpretive Provisions.
All terms defined in this Agreement shall have the defined
meanings when used in any certificate, agreement or other document
delivered
pursuant hereto unless otherwise defined therein. For purposes of
this
Agreement and all such certificates and other documents, unless the
context
otherwise requires: (a) accounting terms not otherwise defined in
this
Agreement, and accounting terms partly defined in this Agreement to
the extent
not defined, shall have the respective meanings given to them under
generally
accepted accounting principles; (b) the words "hereof," "herein"
and
"hereunder" and words of similar import refer to this Agreement (or
the
certificate, agreement or other document in which they are used) as
a whole
and not to any particular provision of this Agreement (or such
certificate,
agreement or document); (c) references to any Section, Schedule or
Exhibit are
references to Sections, Schedules and Exhibits in or to this
Agreement, and
references to any paragraph, subsection, clause or other
subdivision within
any Section or definition refer to such paragraph, subsection,
clause or other
subdivision of such Section or definition; (d) the term "including"
means
"including without limitation"; (e) references to any law or
regulation refer
to that law or regulation as amended from time to time and include
any
successor law or regulation; (f) references to any agreement refer
to that
agreement as amended from time to time; and (g) references to any
Person
include that Person's permitted successors and assigns.
ARTICLE II.
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage Loans.
(a) Each Seller hereby sells, transfers, assigns, sets over
and otherwise conveys to the Depositor, without recourse, all the
right, title
and interest of such Seller in and to the applicable Initial
Mortgage Loans,
including all interest and principal received and receivable by
such Seller on
or with respect to applicable Initial Mortgage Loans after the
Initial Cut-off
Date (to the extent not applied in computing the Cut-off Date
Principal
Balance thereof) or deposited into the Certificate Account by the
Master
Servicer on behalf of such Seller as part of the Initial
Certificate Account
Deposit as provided in this Agreement, other than principal due on
the
applicable Initial Mortgage Loans on or prior to the Initial
Cut-off Date and
interest accruing prior to the Initial Cut-off Date. The Master
Servicer
confirms that, on behalf of the Sellers, concurrently with the
transfer and
assignment, it or the applicable Seller has deposited into the
Certificate
Account the Initial Certificate Account Deposit.
Immediately upon the conveyance of the Initial Mortgage
Loans referred to in the preceding paragraph, the Depositor (i)
sells,
transfers, assigns, sets over and otherwise conveys to the Trustee
for benefit
of the Certificateholders and the Class [AF-5B] Insurer, without
recourse, all
right title and interest in the Initial Mortgage Loans and (ii)
causes the
Class [AF-5B] Insurer to deliver the Class [AF-5B] Policy to the
Trustee.
[CHL] further agrees (x) to cause __________________ to
enter into the Corridor Contract Administration Agreement as
Corridor Contract
Administrator and (y) to assign all of its right, title and
interest in and to
the interest rate corridor transaction evidenced by each
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Confirmation, and to cause all of its obligations in respect of
such
transaction to be assumed by, the Corridor Contract Administrator,
on the
terms and conditions set forth in the Corridor Contract Assignment
Agreement.
(b) Subject to the execution and delivery of the related
Subsequent Transfer Agreement as provided by Section 2.01(d) and
the terms and
conditions of this Agreement, each Seller sells, transfers,
assigns, sets over
and otherwise conveys to the Depositor, without recourse, on each
Subsequent
Transfer Date, all the right, title and interest of such Seller in
and to the
related Subsequent Mortgage Loans, including all interest and
principal
received and receivable by such Seller on or with respect to such
Subsequent
Mortgage Loans after the related Subsequent Cut-off Date (to the
extent not
applied in computing the Cut-off Date Principal Balance thereof) or
deposited
into the Certificate Account by the Master Servicer on behalf of
such Seller
as part of any related Subsequent Certificate Account Deposit as
provided in
this Agreement, other than principal due on such Subsequent
Mortgage Loans on
or prior to the related Subsequent Cut-off Date and interest
accruing prior to
the related Subsequent Cut-off Date.
Immediately upon the conveyance of the Subsequent Mortgage
Loans referred to in the preceding paragraph, the Depositor sells,
transfers,
assigns, sets over and otherwise conveys to the Trustee for benefit
of the
Certificateholders and the Class [AF-5B] Insurer, without recourse,
all right
title and interest in the Subsequent Mortgage Loans.
(c) Each Seller has entered into this Agreement in
consideration for the purchase of the Mortgage Loans by the
Depositor and has
agreed to take the actions specified herein. The Depositor,
concurrently with
the execution and delivery of this Agreement, hereby sells,
transfers, assigns
and otherwise conveys to the Trustee for the use and benefit of
the
Certificateholders, without recourse, all right title and interest
in the
portion of the Trust Fund not otherwise conveyed to the Trustee
pursuant to
Section 2.01(a) or (b).
(d) On any Business Day during the Funding Period designated
by [CHL] to the Trustee, the Sellers, the Depositor and the Trustee
shall
complete, execute and deliver a Subsequent Transfer Agreement.
After the
execution and delivery of such Subsequent Transfer Agreement, on
the
Subsequent Transfer Date, the Trustee shall set aside in the
Pre-Funding
Account an amount equal to the related Subsequent Transfer Date
Purchase
Amount.
(e) The transfer of Subsequent Mortgage Loans on the
Subsequent Transfer Date is subject to the satisfaction of each of
the
following conditions:
(1) the Trustee and the Underwriters will be provided
Opinions of
Counsel addressed to the Rating Agencies as with respect
to the sale of the Subsequent Mortgage Loans conveyed on such
Subsequent Transfer Date (such opinions being substantially
similar
to the opinions delivered on the Closing Date to the Rating
Agencies
with respect to the sale of the Initial Mortgage Loans on the
Closing
Date), to be delivered as provided in Section 2.01(f);
(2) the execution and delivery of such Subsequent Transfer
Agreement or conveyance of the related Subsequent Mortgage Loans
does
not result in a reduction or
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withdrawal of the any ratings assigned to the Certificates by
the
Ratings Agencies
(without regard to the Class [AF-5B] Policy, in the
case of the Class [AF-5B] Certificates);
(3) the Depositor shall deliver to the Trustee an Officer's
Certificate confirming the satisfaction of each of the conditions
set
forth in this Section 2.01(e) required to be satisfied by such
Subsequent Transfer Date;
(4) each Subsequent Mortgage Loan conveyed on such
Subsequent Transfer Date satisfies the representations and
warranties
applicable to it under this Agreement, provided, however, that
with
respect to a breach of a representation and warranty with respect
to
a Subsequent Mortgage Loan set forth in this clause (4), the
obligation under Section 2.03(d) of this Agreement of the
applicable
Seller, to cure, repurchase or replace such Subsequent Mortgage
Loan
shall constitute the sole remedy against such Seller respecting
such
breach available to Certificateholders, the Depositor or the
Trustee;
(5) the Subsequent Mortgage Loans conveyed on such
Subsequent Transfer Date were selected in a manner reasonably
believed not to be adverse to the interests of the
Certificateholders;
(6) no Subsequent Mortgage Loan conveyed on such Subsequent
Transfer Date was [30] or more days delinquent;
(7) following the conveyance of the Subsequent Mortgage
Loans on such Subsequent Transfer Date, the characteristics of
each
Loan Group will not vary by more than the amount specified
below
(other than the percentage of Mortgage Loans secured by
Mortgaged
Properties located in the State of California, which will not
exceed
[50]% of the Mortgage Pool and the percentage of mortgage loans
in
the Credit Grade Categories of "C" or below, which will not
exceed
[10]% of the Mortgage Loans in each Loan Group) from the
characteristics listed below; provided that for the purpose of
making
such calculations, the characteristics for any Initial Mortgage
Loan
made will be taken as of the Initial Cut-off Date and the
characteristics for any Subsequent Mortgage Loans will be taken as
of
the Subsequent Cut-off Date;
Loan Group [1]
<TABLE>
<CAPTION>
Permitted
Variance
Characteristic
Value
or Range
-------------------------
-------------------
----------------------
<S>
<C>
<C>
Average Stated Principal Balance................................
$______
__%
Weighted Average Mortgage Rate..................................
_____%
____%
Weighted Average Original Loan-to-Value Ratio...................
_____%
_%
Weighted Average Remaining Term to Maturity.....................
___ months
_ months
Weighted Average Credit Bureau Risk Score.......................
___ points
_ points
Loan Group [2]
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<PAGE>
Permitted
Variance
Characteristic
Value
or Range
-------------------------
-------------------
----------------------
Average Stated Principal Balance................................
$______
____%
Weighted Average Mortgage Rate..................................
_____%
____%
Weighted Average Original Loan-to-Value Ratio...................
_____%
____%
Weighted Average Remaining Term to Maturity.....................
___ months
_ months
Weighted Average Credit Bureau Risk Score.......................
___ points
_ points
Loan Group [3]
Permitted
Variance
Characteristic
Value
or Range
-------------------------
-------------------
----------------------
Average Stated Principal Balance................................
$______
____%
Weighted Average Mortgage Rate..................................
_____%
____%
Weighted Average Original Loan-to-Value Ratio...................
_____%
____%
Weighted Average Remaining Term to Maturity.....................
___ months
_ months
Weighted Average Credit Bureau Risk Score.......................
___ points
_ points
</TABLE>
(8) none of the Sellers or the Depositor is insolvent and
neither of the Sellers nor the Depositor will be rendered
insolvent
by the conveyance of Subsequent Mortgage Loans on such
Subsequent
Transfer Date; and
(9) the Trustee and the Underwriters will be provided with
an Opinion of Counsel, which Opinion of Counsel shall not be at
the
expense of either the Trustee or the Trust Fund, addressed to
the
Trustee, to the effect that such purchase of Subsequent
Mortgage
Loans will not (i) result in the imposition of the tax on
"prohibited
transactions" on the Trust Fund or contributions after the
Startup
Date, as defined in Sections 860F(a)(2) and 860G(d) of the
Code,
respectively or (ii) cause any REMIC formed hereunder to fail
to
qualify as a REMIC, such opinion to be delivered as provided in
Section 2.01(f).
The Trustee shall not be required to investigate or
otherwise verify compliance with these conditions, except for its
own receipt
of documents specified above, and shall be entitled to rely on the
required
Officer's Certificate.
(f) Within [six] Business Days after each Subsequent
Transfer Date, upon (1) delivery to the Trustee by the Depositor of
the
Opinions of Counsel referred to in Section 2.01(e)(1) and (e)(9),
(2) delivery
to the Trustee by [CHL] (on behalf of each Seller) of a Loan Number
and
Borrower Identification Mortgage Loan Schedule reflecting the
Subsequent
Mortgage Loans conveyed on such Subsequent Transfer Date and the
Loan Group
into which each Subsequent Mortgage Loan was conveyed, (3) deposit
in the
Certificate Account by the Master Servicer on behalf of the Sellers
of the
applicable Subsequent Certificate Account Deposit, and (4) delivery
to the
Trustee by the Depositor of an Officer's Certificate confirming
the
satisfaction of each of the conditions precedent set forth in this
Section
2.01(f), the Trustee
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shall pay the applicable Seller the Subsequent Transfer Date
Transfer Amount
from such funds that were set aside in the Pre-Funding Account
pursuant to
Section 2.01(d). The positive difference, if any, between the
Subsequent
Transfer Date Transfer Amount and the Subsequent Transfer Date
Purchase Amount
shall be re-invested by the Trustee in the Pre-Funding Account.
The Trustee shall not be required to investigate or
otherwise verify compliance with the conditions set forth in the
preceding
paragraph, except for its own receipt of documents specified above,
and shall
be entitled to rely on the required Officer's Certificate.
Within [thirty] days after each Subsequent Transfer Date,
the Depositor shall deliver to the Trustee a letter of a nationally
recognized
firm of independent public accountants stating whether or not the
Subsequent
Mortgage Loans conveyed on such Subsequent Transfer Date conform to
the
characteristics described in Section 2.01(e)(6) and (7).
(g) In connection with the transfer and assignment of each
Mortgage Loan, the Depositor has delivered to, and deposited with,
the
Co-Trustee (or, in the case of the Delay Delivery Mortgage Loans,
will deliver
to, and deposit with, the Co-Trustee within the time periods
specified in the
definition of Delay Delivery Mortgage Loans) (except as provided in
clause
(vi) below) for the benefit of the Certificateholders, the
following documents
or instruments with respect to each such Mortgage Loan so assigned
(with
respect to each Mortgage Loan, clause (i) through (vi) below,
together, the
"Mortgage File" for each such Mortgage Loan):
(i) the original Mortgage Note, endorsed by manual
or facsimile signature in blank in the following form: "Pay
to the order of ________________ without recourse", with all
intervening endorsements that show a complete chain of
endorsement from the originator to the Person endorsing the
Mortgage Note (each such endorsement being sufficient to
transfer all right, title and interest of the party so
endorsing, as noteholder or assignee thereof, in and to that
Mortgage Note), or, if the original Mortgage Note has been
lost or destroyed and not replaced, an original lost note
affidavit, stating that the original Mortgage Note was lost
or
destroyed, together with a copy of the related Mortgage
Note and all such intervening endorsements;
(ii) in the case of each Mortgage Loan that is not
a MERS Mortgage Loan, the original recorded Mortgage or a
copy of such Mortgage, with recording information, and in
the case of each MERS Mortgage Loan, the original Mortgage
or a copy of such Mortgage, with recording information,
noting the presence of the MIN of the Mortgage Loan and
language indicating that the Mortgage Loan is a MOM Loan if
the Mortgage Loan is a MOM Loan, with evidence of recording
indicated thereon, or a copy of the Mortgage certified by
the public recording office in which such Mortgage has been
recorded;
(iii) in the case of each Mortgage Loan that is not
a MERS Mortgage Loan, a duly executed assignment of the
Mortgage to "Asset-Backed Certificates, Series 200_-__,
CWABS, Inc., by __________________, a ___________________,
as trustee under the Pooling and Servicing Agreement dated
as of _________, 200_, without recourse" or a copy of such
assignment
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with recording information (each such assignment, when duly
and validly completed, to be in recordable form and
sufficient to effect the assignment of and transfer to the
assignee thereof, under the Mortgage to which such
assignment relates);
(iv) the original recorded assignment or
assignments of the Mortgage or a copy of such assignments,
with recording information, together with all interim
recorded assignments of such Mortgage or a copy of such
assignments, with recording information (in each case noting
the presence of a MIN in the case of each MERS Mortgage
Loan);
(v) the original or copies of each assumption,
modification, written assurance or substitution agreement,
if any; and
(vi) the original or duplicate original lender's
title policy or a copy of lender's title policy or a
printout of the electronic equivalent and all riders thereto
or, in the event such original title policy has not been
received from the insurer, such original or duplicate
original lender's title policy and all riders thereto shall
be delivered within one year of the Closing Date.
In addition, in connection with the assignment of any MERS
Mortgage Loan, each Seller agrees that it will cause, at such
Seller's own
expense, the MERS(R) System to indicate (and provide evidence to
the Trustee
that it has done so) that such Mortgage Loans have been assigned by
such
Seller to the Trustee in accordance with this Agreement for the
benefit of the
Certificateholders by including (or deleting, in the case of
Mortgage Loans
which are repurchased in accordance with this Agreement) in such
computer
files (a) the code "[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field
"[IDENTIFY
THE FIELD NAME FOR TRUSTEE]" which identifies the Trustee and (b)
the code
"[IDENTIFY SERIES SPECIFIC CODE NUMBER]" in the field "Pool Field"
which
identifies the series of the Certificates issued in connection with
such
Mortgage Loans. The Sellers further agree that they will not, and
will not
permit the Master Servicer to, and the Master Servicer agrees that
it will
not, alter the codes referenced in this paragraph with respect to
any Mortgage
Loan during the term of this Agreement unless and until such
Mortgage Loan is
repurchased in accordance with the terms of this Agreement.
In the event that in connection with any Mortgage Loan that
is not a MERS Mortgage Loan a Seller cannot deliver the original
recorded
Mortgage or all interim recorded assignments of the Mortgage
satisfying the
requirements of clause (ii), (iii) or (iv) concurrently with the
execution and
delivery hereof, such Seller shall deliver or cause to be delivered
to the
Co-Trustee a true copy of such Mortgage and of each such
undelivered interim
assignment of the Mortgage each certified by such Seller, the
applicable title
company, escrow agent or attorney, or the originator of such
Mortgage, as the
case may be, to be a true and complete copy of the original
Mortgage or
assignment of Mortgage submitted for recording. For any such
Mortgage Loan
that is not a MERS Mortgage Loan each Seller shall promptly deliver
or cause
to be delivered to the Co-Trustee such original Mortgage and such
assignment
or assignments with evidence of recording indicated thereon upon
receipt
thereof from the public recording official, or a copy thereof,
certified, if
appropriate, by the relevant recording office, but in no event
shall
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any such delivery be made later than [270] days following the
Closing Date;
provided that in the event that by such date such Seller is unable
to deliver
or cause to be delivered each such Mortgage and each interim
assignment by
reason of the fact that any such documents have not been returned
by the
appropriate recording office, or, in the case of each interim
assignment,
because the related Mortgage has not been returned by the
appropriate
recording office, such Seller shall deliver or cause to be
delivered such
documents to the Co-Trustee as promptly as possible upon receipt
thereof. If
the public recording office in which a Mortgage or interim
assignment thereof
is recorded retains the original of such Mortgage or assignment, a
copy of the
original Mortgage or assignment so retained, with evidence of
recording
thereon, certified to be true and complete by such recording
office, shall
satisfy a Seller's obligations in Section 2.01. If any document
submitted for
recording pursuant to this Agreement is (x) lost prior to recording
or
rejected by the applicable recording office, the applicable Seller
shall
immediately prepare or cause to be prepared a substitute and submit
it for
recording, and shall deliver copies and originals thereof in
accordance with
the foregoing or (y) lost after recording, the applicable Seller
shall deliver
to the Co-Trustee a copy of such document certified by the
applicable public
recording office to be a true and complete copy of the original
recorded
document. Each Seller shall promptly forward or cause to be
forwarded to the
Co-Trustee (x) from time to time additional original documents
evidencing an
assumption or modification of a Mortgage Loan and (y) any other
documents
required to be delivered by the Depositor or the Master Servicer to
the
Co-Trustee within the time periods specified in this Section
2.01.
With respect to each Mortgage Loan other than a MERS
Mortgage Loan as to which the related Mortgaged Property and
Mortgage File are
located in (a) the State of California or (b) any other
jurisdiction under the
laws of which the recordation of the assignment specified in clause
(iii)
above is not necessary to protect the Trustee's and the
Certificateholders'
interest in the related Mortgage Loan, as evidenced by an Opinion
of Counsel
delivered by [CHL] to the Trustee and a copy to the Rating
Agencies, in lieu
of recording the assignment specified in clause (iii) above, the
applicable
Seller may deliver an unrecorded assignment in blank, in form
otherwise
suitable for recording to the Co-Trustee; provided that if the
related
Mortgage has not been returned from the applicable public recording
office,
such assignment, or any copy thereof, of the Mortgage may exclude
the
information to be provided by the recording office. As to any
Mortgage Loan
other than a MERS Mortgage Loan, the procedures of the preceding
sentence
shall be applicable only s
