CWABS, INC.,
Depositor
COUNTRYWIDE HOME LOANS,
INC.,
Seller
PARK SIENNA LLC,
Seller
PARK GRANADA LLC,
Seller
COUNTRYWIDE HOME LOANS SERVICING
LP,
Master Servicer
and
THE BANK OF NEW YORK,
Trustee
_____________________________________
POOLING AND SERVICING
AGREEMENT
Dated as of August 1,
2006
_____________________________________
ASSET-BACKED CERTIFICATES, SERIES
2006-BC3
Table of Contents
|
|
|
|
|
|
|
Certain
Interpretive Provisions.
|
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
|
|
|
Conveyance of
Mortgage Loans.
|
|
|
Acceptance by
Trustee of the Mortgage Loans.
|
|
|
Representations, Warranties and Covenants of the
Master Servicer and the Sellers.
|
|
|
Representations
and Warranties of the Depositor.
|
|
|
Delivery of
Opinion of Counsel in Connection with Substitutions and
Repurchases.
|
|
|
Authentication
and Delivery of Certificates.
|
|
|
Covenants of
the Master Servicer.
|
ADMINISTRATION AND SERVICING OF
MORTGAGE LOANS
|
|
|
Master Servicer
to Service Mortgage Loans.
|
|
|
Subservicing;
Enforcement of the Obligations of Master Servicer.
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|
|
Rights of the
Depositor, the Sellers, the Certificateholders, the NIM Insurer and
the Trustee in Respect of the Master Servicer.
|
|
|
Trustee to Act
as Master Servicer.
|
|
|
Collection of
Mortgage Loan Payments; Certificate Account; Distribution Account;
Pre-Funding Account; Seller Shortfall Interest
Requirement.
|
|
|
Collection of
Taxes, Assessments and Similar Items; Escrow Accounts.
|
|
|
Access to
Certain Documentation and Information Regarding the Mortgage
Loans.
|
|
|
Permitted
Withdrawals from the Certificate Account, Distribution Account,
Carryover Reserve Fund and the Principal Reserve Fund.
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|
|
|
|
|
Maintenance of
Hazard Insurance.
|
|
|
Enforcement of
Due-On-Sale Clauses; Assumption Agreements.
|
|
|
Realization
Upon Defaulted Mortgage Loans; Determination of Excess Proceeds and
Realized Losses; Repurchase of Certain Mortgage Loans.
|
|
|
Trustee to
Cooperate; Release of Mortgage Files.
|
|
|
Documents,
Records and Funds in Possession of Master Servicer to be Held for
the Trustee.
|
|
|
|
|
|
Access to
Certain Documentation.
|
|
|
Annual
Statement as to Compliance.
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|
|
|
|
|
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|
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|
|
|
|
DISTRIBUTIONS AND ADVANCES BY THE
MASTER SERVICER
|
|
|
Advances;
Remittance Reports.
|
|
|
Reduction of
Servicing Compensation in Connection with Prepayment Interest
Shortfalls.
|
|
|
|
|
|
|
|
|
Monthly
Statements to Certificateholders.
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|
|
|
|
|
|
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|
|
Swap Trust and
Swap Account.
|
|
|
Distributions
on REMIC 1 and REMIC 2 Regular Interests.
|
|
|
Allocation of
Realized Losses to REMIC 1 and REMIC 2 Regular
Interests.
|
|
|
Tax Treatment
of Swap Payments and Swap Termination Payments.
|
|
|
|
|
|
|
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
|
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
|
|
|
|
Access to List
of Certificateholders’ Names and Addresses.
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance of
Office or Agency.
|
THE DEPOSITOR, THE MASTER SERVICER
AND THE SELLERS
|
|
|
Respective
Liabilities of the Depositor, the Master Servicer and the
Sellers.
|
|
|
Merger or
Consolidation of the Depositor, the Master Servicer or the
Sellers.
|
|
|
Limitation on
Liability of the Depositor, the Sellers, the Master Servicer, the
NIM Insurer and Others.
|
|
|
Limitation on
Resignation of Master Servicer.
|
|
|
Errors and
Omissions Insurance; Fidelity Bonds.
|
DEFAULT; TERMINATION OF MASTER
SERVICER
|
|
|
|
|
|
Trustee to Act;
Appointment of Successor.
|
|
|
Notification to
Certificateholders.
|
|
|
|
|
|
|
|
Certain Matters
Affecting the Trustee.
|
|
|
Trustee Not
Liable for Mortgage Loans.
|
|
|
Trustee May Own
Certificates.
|
|
|
Master Servicer
to Pay Trustee’s Fees and Expenses.
|
|
|
Eligibility
Requirements for Trustee.
|
|
|
Resignation and
Removal of Trustee.
|
|
|
|
|
|
Merger or
Consolidation of Trustee.
|
|
|
Appointment of
Co-Trustee or Separate Trustee.
|
|
|
|
|
|
|
|
|
Access to
Records of the Trustee.
|
|
|
|
|
|
|
|
Termination
upon Liquidation or Repurchase of all Mortgage Loans.
|
|
|
Final
Distribution on the Certificates.
|
|
|
Additional
Termination Requirements.
|
|
|
|
|
|
|
|
Recordation of
Agreement; Counterparts.
|
|
|
|
|
|
|
|
|
|
|
|
Severability of
Provisions.
|
|
|
|
|
|
Limitation on
Rights of Certificateholders.
|
|
|
Inspection and
Audit Rights.
|
|
|
Certificates
Nonassessable and Fully Paid.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sarbanes-Oxley
Certification.
|
|
|
|
|
|
Report on
Assessment of Compliance and Attestation.
|
|
|
Use of
Subservicers and Subcontractors.
|
|
|
|
|
|
Reconciliation
of Accounts.
|
|
|
|
|
Exhibits
|
|
|
|
|
|
EXHIBIT
A
|
Forms of
Certificates
|
|
EXHIBIT
A-1
|
Form of Class
1-A Certificate
|
|
EXHIBIT
A-2
|
Form of Class
2-A-1 Certificate
|
|
EXHIBIT
A-3
|
Form of Class
2-A-2 Certificate
|
|
EXHIBIT
A-4
|
Form of Class
2-A-3 Certificate
|
|
EXHIBIT
A-5
|
[Reserved]
|
|
EXHIBIT
A-6
|
Form of Class
M-1 Certificate
|
|
EXHIBIT
A-7
|
Form of Class
M-2 Certificate
|
|
EXHIBIT
A-8
|
Form of Class
M-3 Certificate
|
|
EXHIBIT
A-9
|
Form of Class
M-4 Certificate
|
|
EXHIBIT
A-10
|
Form of Class
M-5 Certificate
|
|
EXHIBIT
A-11
|
Form of Class
M-6 Certificate
|
|
EXHIBIT
A-12
|
Form of Class
M-7 Certificate
|
|
EXHIBIT
A-13
|
Form of Class
M-8 Certificate
|
|
EXHIBIT
A-14
|
Form of Class B
Certificate
|
|
EXHIBIT
B
|
Form of Class P
Certificate
|
|
EXHIBIT
C
|
Form of Class C
Certificate
|
|
EXHIBIT
D
|
Form of Class
A-R Certificate
|
|
EXHIBIT
E
|
Form of Tax
Matters Person Certificate
|
|
EXHIBIT
F
|
Mortgage Loan
Schedule
|
|
EXHIBIT
F-1
|
List of
Mortgage Loans
|
|
EXHIBIT
F-2
|
Mortgage Loans
for which All or a Portion of a Related Mortgage File is not
Delivered to the Trustee on or prior to the Closing Date
|
|
EXHIBIT
G
|
Forms of
Certification of Trustee
|
|
EXHIBIT
G-1
|
Form of Initial
Certification of Trustee (Initial Mortgage Loans)
|
|
EXHIBIT
G-2
|
Form of Interim
Certification of Trustee
|
|
EXHIBIT
G-3
|
Form of Delay
Delivery Certification
|
|
EXHIBIT
G-4
|
Form of Initial
Certification of Trustee (Subsequent Mortgage Loans)
|
|
EXHIBIT
H
|
Form of Final
Certification of Trustee
|
|
EXHIBIT
I
|
Transfer
Affidavit for Class A-R Certificates
|
|
EXHIBIT
J-1
|
Form of
Transferor Certificate for Class A-R Certificates
|
|
EXHIBIT
J-2
|
Form of
Transferor Certificate for Private Certificates
|
|
EXHIBIT
K
|
Form of
Investment Letter (Non-Rule 144A)
|
|
EXHIBIT
L
|
Form of Rule
144A Letter
|
|
EXHIBIT
M
|
Form of Request
for Document Release
|
|
EXHIBIT
N
|
Form of Request
for File Release
|
|
EXHIBIT
O
|
Copy of
Depository Agreement
|
|
EXHIBIT
P
|
Form of
Subsequent Transfer Agreement
|
|
EXHIBIT
Q
|
[Reserved]
|
|
EXHIBIT
R
|
[Reserved]
|
|
EXHIBIT
S-1
|
[Reserved]
|
|
EXHIBIT
S-2
|
[Reserved]
|
|
EXHIBIT
T
|
Officer’s
Certificate with respect to Prepayments
|
|
EXHIBIT
U
|
Form of Swap
Contract
|
|
EXHIBIT
V-1
|
Form of Swap
Contract Novation Agreement
|
|
EXHIBIT
V-2
|
Form of Swap
Contract Administration Agreement
|
|
EXHIBIT
W
|
Form of Monthly
Statement
|
|
EXHIBIT
X-1
|
Form of
Performance Certification (Subservicer)
|
|
EXHIBIT
X-2
|
Form of
Performance Certification (Trustee)
|
|
EXHIBIT
Y
|
Form of
Servicing Criteria to be Addressed in Assessment of Compliance
Statement
|
|
EXHIBIT
Z
|
List of Item
1119 Parties
|
|
EXHIBIT
AA
|
Form of
Sarbanes-Oxley Certification (Replacement Master
Servicer)
|
|
EXHIBIT
AB
|
Form of Auction
Administration Agreement
|
|
SCHEDULE
I
|
Prepayment
Charge Schedule and Prepayment Charge Summary
|
|
SCHEDULE
II
|
Collateral
Schedule
|
|
SCHEDULE
III
|
40-Year Target
Schedule
|
POOLING AND SERVICING AGREEMENT, dated as of
August 1, 2006, 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 GRANADA LLC., a Delaware limited
liability company, as a seller (“Park Granada” or a
“Seller”), PARK SIENNA LLC, a Delaware limited
liability company, as a seller (“Park Sienna” or a
“Seller”, and together with CHL and Park Granada, the
“Sellers”), COUNTRYWIDE HOME LOANS SERVICING LP, a
Texas limited partnership, as master servicer (the “Master
Servicer”), and THE BANK OF NEW YORK, a New York banking
corporation, as trustee (the “Trustee”).
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage
asset-backed pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in eighteen
classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Mortgage Loans (as defined
herein).
REMIC
I
As provided herein, the Trustee will make an
election to treat the segregated pool of assets consisting of the
Mortgage Loans and certain other related assets (exclusive of the
Swap Contract, the Swap Trust, the Swap Account and the Carryover
Reserve Fund) subject to this Agreement as a real estate mortgage
investment conduit (a “REMIC”) for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC 1.” The R-1-R Interest will represent the sole
class of “residual interests” in REMIC 1 for purposes
of the REMIC Provisions (as defined herein) under federal income
tax law. The following table irrevocably sets forth the
designation, REMIC 1 Remittance Rate and initial Uncertificated
Principal Balance for each of the “regular interests”
in REMIC 1 (the “REMIC 1 Regular Interests”). None of
the REMIC 1 Regular Interests will be certificated.
|
Designation
|
|
REMIC 1
Remittance Rate
|
|
Initial
Uncertificated Principal
Balance
|
|
Latest Possible
Maturity Date
(1)
|
|
I
|
|
(2)
|
|
$
|
50,352,800.00
|
|
February 2046
|
|
I-1-A
|
|
(2)
|
|
$
|
1,472,778.16
|
|
February 2046
|
|
I-1-B
|
|
(2)
|
|
$
|
1,472,778.16
|
|
February 2046
|
|
I-2-A
|
|
(2)
|
|
$
|
1,569,748.73
|
|
February 2046
|
|
I-2-B
|
|
(2)
|
|
$
|
1,569,748.73
|
|
February 2046
|
|
I-3-A
|
|
(2)
|
|
$
|
1,663,183.91
|
|
February 2046
|
|
I-3-B
|
|
(2)
|
|
$
|
1,663,183.91
|
|
February 2046
|
|
I-4-A
|
|
(2)
|
|
$
|
1,753,444.92
|
|
February 2046
|
|
I-4-B
|
|
(2)
|
|
$
|
1,753,444.92
|
|
February 2046
|
|
I-5-A
|
|
(2)
|
|
$
|
1,838,624.88
|
|
February 2046
|
|
I-5-B
|
|
(2)
|
|
$
|
1,838,624.88
|
|
February 2046
|
|
I-6-A
|
|
(2)
|
|
$
|
1,921,670.84
|
|
February 2046
|
|
I-6-B
|
|
(2)
|
|
$
|
1,921,670.84
|
|
February 2046
|
|
I-7-A
|
|
(2)
|
|
$
|
1,949,928.57
|
|
February 2046
|
|
I-7-B
|
|
(2)
|
|
$
|
1,949,928.57
|
|
February 2046
|
|
I-8-A
|
|
(2)
|
|
$
|
2,019,746.75
|
|
February 2046
|
|
I-8-B
|
|
(2)
|
|
$
|
2,019,746.75
|
|
February 2046
|
|
I-9-A
|
|
(2)
|
|
$
|
2,073,768.66
|
|
February 2046
|
|
I-9-B
|
|
(2)
|
|
$
|
2,073,768.66
|
|
February 2046
|
|
I-10-A
|
|
(2)
|
|
$
|
2,130,865.11
|
|
February 2046
|
|
I-10-B
|
|
(2)
|
|
$
|
2,130,865.11
|
|
February 2046
|
|
I-11-A
|
|
(2)
|
|
$
|
2,191,993.96
|
|
February 2046
|
|
I-11-B
|
|
(2)
|
|
$
|
2,191,993.96
|
|
February 2046
|
|
I-12-A
|
|
(2)
|
|
$
|
2,238,163.88
|
|
February 2046
|
|
I-12-B
|
|
(2)
|
|
$
|
2,238,163.88
|
|
February 2046
|
|
I-13-A
|
|
(2)
|
|
$
|
2,079,884.59
|
|
February 2046
|
|
I-13-B
|
|
(2)
|
|
$
|
2,079,884.59
|
|
February 2046
|
|
I-14-A
|
|
(2)
|
|
$
|
2,004,769.73
|
|
February 2046
|
|
I-14-B
|
|
(2)
|
|
$
|
2,004,769.73
|
|
February 2046
|
|
I-15-A
|
|
(2)
|
|
$
|
1,932,125.23
|
|
February 2046
|
|
I-15-B
|
|
(2)
|
|
$
|
1,932,125.23
|
|
February 2046
|
|
I-16-A
|
|
(2)
|
|
$
|
1,862,286.52
|
|
February 2046
|
|
I-16-B
|
|
(2)
|
|
$
|
1,862,286.52
|
|
February 2046
|
|
I-17-A
|
|
(2)
|
|
$
|
1,794,337.17
|
|
February 2046
|
|
I-17-B
|
|
(2)
|
|
$
|
1,794,337.17
|
|
February 2046
|
|
I-18-A
|
|
(2)
|
|
$
|
3,258,873.67
|
|
February 2046
|
|
I-18-B
|
|
(2)
|
|
$
|
3,258,873.67
|
|
February 2046
|
|
I-19-A
|
|
(2)
|
|
$
|
3,056,507.24
|
|
February 2046
|
|
I-19-B
|
|
(2)
|
|
$
|
3,056,507.24
|
|
February 2046
|
|
I-20-A
|
|
(2)
|
|
$
|
2,866,442.19
|
|
February 2046
|
|
I-20-B
|
|
(2)
|
|
$
|
2,866,442.19
|
|
February 2046
|
|
I-21-A
|
|
(2)
|
|
$
|
2,687,917.44
|
|
February 2046
|
|
I-21-B
|
|
(2)
|
|
$
|
2,687,917.44
|
|
February 2046
|
|
I-22-A
|
|
(2)
|
|
$
|
2,520,387.22
|
|
February 2046
|
|
I-22-B
|
|
(2)
|
|
$
|
2,520,387.22
|
|
February 2046
|
|
I-23-A
|
|
(2)
|
|
$
|
2,362,844.13
|
|
February 2046
|
|
I-23-B
|
|
(2)
|
|
$
|
2,362,844.13
|
|
February 2046
|
|
I-24-A
|
|
(2)
|
|
$
|
1,350,641.16
|
|
February 2046
|
|
I-24-B
|
|
(2)
|
|
$
|
1,350,641.16
|
|
February 2046
|
|
I-25-A
|
|
(2)
|
|
$
|
1,236,307.76
|
|
February 2046
|
|
I-25-B
|
|
(2)
|
|
$
|
1,236,307.76
|
|
February 2046
|
|
I-26-A
|
|
(2)
|
|
$
|
1,186,200.36
|
|
February 2046
|
|
I-26-B
|
|
(2)
|
|
$
|
1,186,200.36
|
|
February 2046
|
|
I-27-A
|
|
(2)
|
|
$
|
1,137,774.97
|
|
February 2046
|
|
I-27-B
|
|
(2)
|
|
$
|
1,137,774.97
|
|
February 2046
|
|
I-28-A
|
|
(2)
|
|
$
|
1,091,050.78
|
|
February 2046
|
|
I-28-B
|
|
(2)
|
|
$
|
1,091,050.78
|
|
February 2046
|
|
I-29-A
|
|
(2)
|
|
$
|
1,072,408.23
|
|
February 2046
|
|
I-29-B
|
|
(2)
|
|
$
|
1,072,408.23
|
|
February 2046
|
|
I-30-A
|
|
(2)
|
|
$
|
1,076,983.41
|
|
February 2046
|
|
I-30-B
|
|
(2)
|
|
$
|
1,076,983.41
|
|
February 2046
|
|
I-31-A
|
|
(2)
|
|
$
|
1,029,964.11
|
|
February 2046
|
|
I-31-B
|
|
(2)
|
|
$
|
1,029,964.11
|
|
February 2046
|
|
I-32-A
|
|
(2)
|
|
$
|
987,229.40
|
|
February 2046
|
|
I-32-B
|
|
(2)
|
|
$
|
987,229.40
|
|
February 2046
|
|
I-33-A
|
|
(2)
|
|
$
|
22,728,273.83
|
|
February 2046
|
|
I-33-B
|
|
(2)
|
|
$
|
22,728,273.83
|
|
February 2046
|
|
I-34-A
|
|
(2)
|
|
$
|
110,564.10
|
|
February 2046
|
|
I-34-B
|
|
(2)
|
|
$
|
110,564.10
|
|
February 2046
|
|
I-35-A
|
|
(2)
|
|
$
|
108,448.17
|
|
February 2046
|
|
I-35-B
|
|
(2)
|
|
$
|
108,448.17
|
|
February 2046
|
|
I-36-A
|
|
(2)
|
|
$
|
106,372.17
|
|
February 2046
|
|
I-36-B
|
|
(2)
|
|
$
|
106,372.17
|
|
February 2046
|
|
I-37-A
|
|
(2)
|
|
$
|
104,335.54
|
|
February 2046
|
|
I-37-B
|
|
(2)
|
|
$
|
104,335.54
|
|
February 2046
|
|
I-38-A
|
|
(2)
|
|
$
|
102,337.32
|
|
February 2046
|
|
I-38-B
|
|
(2)
|
|
$
|
102,337.32
|
|
February 2046
|
|
I-39-A
|
|
(2)
|
|
$
|
100,377.34
|
|
February 2046
|
|
I-39-B
|
|
(2)
|
|
$
|
100,377.34
|
|
February 2046
|
|
I-40-A
|
|
(2)
|
|
$
|
98,454.08
|
|
February 2046
|
|
I-40-B
|
|
(2)
|
|
$
|
98,454.08
|
|
February 2046
|
|
I-41-A
|
|
(2)
|
|
$
|
96,567.73
|
|
February 2046
|
|
I-41-B
|
|
(2)
|
|
$
|
96,567.73
|
|
February 2046
|
|
I-42-A
|
|
(2)
|
|
$
|
94,716.60
|
|
February 2046
|
|
I-42-B
|
|
(2)
|
|
$
|
94,716.60
|
|
February 2046
|
|
I-43-A
|
|
(2)
|
|
$
|
92,901.07
|
|
February 2046
|
|
I-43-B
|
|
(2)
|
|
$
|
92,901.07
|
|
February 2046
|
|
I-44-A
|
|
(2)
|
|
$
|
91,119.81
|
|
February 2046
|
|
I-44-B
|
|
(2)
|
|
$
|
91,119.81
|
|
February 2046
|
|
I-45-A
|
|
(2)
|
|
$
|
89,372.08
|
|
February 2046
|
|
I-45-B
|
|
(2)
|
|
$
|
89,372.08
|
|
February 2046
|
|
I-46-A
|
|
(2)
|
|
$
|
87,657.87
|
|
February 2046
|
|
I-46-B
|
|
(2)
|
|
$
|
87,657.87
|
|
February 2046
|
|
I-47-A
|
|
(2)
|
|
$
|
85,975.86
|
|
February 2046
|
|
I-47-B
|
|
(2)
|
|
$
|
85,975.86
|
|
February 2046
|
|
I-48-A
|
|
(2)
|
|
$
|
84,325.87
|
|
February 2046
|
|
I-48-B
|
|
(2)
|
|
$
|
84,325.87
|
|
February 2046
|
|
I-49-A
|
|
(2)
|
|
$
|
82,707.34
|
|
February 2046
|
|
I-49-B
|
|
(2)
|
|
$
|
82,707.34
|
|
February 2046
|
|
I-50-A
|
|
(2)
|
|
$
|
81,119.31
|
|
February 2046
|
|
I-50-B
|
|
(2)
|
|
$
|
81,119.31
|
|
February 2046
|
|
I-51-A
|
|
(2)
|
|
$
|
79,600.03
|
|
February 2046
|
|
I-51-B
|
|
(2)
|
|
$
|
79,600.03
|
|
February 2046
|
|
I-52-A
|
|
(2)
|
|
$
|
78,088.27
|
|
February 2046
|
|
I-52-B
|
|
(2)
|
|
$
|
78,088.27
|
|
February 2046
|
|
I-53-A
|
|
(2)
|
|
$
|
76,629.44
|
|
February 2046
|
|
I-53-B
|
|
(2)
|
|
$
|
76,629.44
|
|
February 2046
|
|
I-54-A
|
|
(2)
|
|
$
|
75,155.92
|
|
February 2046
|
|
I-54-B
|
|
(2)
|
|
$
|
75,155.92
|
|
February 2046
|
|
I-55-A
|
|
(2)
|
|
$
|
73,710.09
|
|
February 2046
|
|
I-55-B
|
|
(2)
|
|
$
|
73,710.09
|
|
February 2046
|
|
I-56-A
|
|
(2)
|
|
$
|
72,291.94
|
|
February 2046
|
|
I-56-B
|
|
(2)
|
|
$
|
72,291.94
|
|
February 2046
|
|
I-57-A
|
|
(2)
|
|
$
|
70,900.53
|
|
February 2046
|
|
I-57-B
|
|
(2)
|
|
$
|
70,900.53
|
|
February 2046
|
|
I-58-A
|
|
(2)
|
|
$
|
69,535.49
|
|
February 2046
|
|
I-58-B
|
|
(2)
|
|
$
|
69,535.49
|
|
February 2046
|
|
I-59-A
|
|
(2)
|
|
$
|
68,196.82
|
|
February 2046
|
|
I-59-B
|
|
(2)
|
|
$
|
68,196.82
|
|
February 2046
|
|
I-60-A
|
|
(2)
|
|
$
|
3,395,011.74
|
|
February 2046
|
|
I-60-B
|
|
(2)
|
|
$
|
3,395,011.74
|
|
February 2046
|
|
II
|
|
(2)
|
|
$
|
83,327,200.00
|
|
February 2046
|
|
II-1-A
|
|
(2)
|
|
$
|
2,437,252.35
|
|
February 2046
|
|
II-1-B
|
|
(2)
|
|
$
|
2,437,252.35
|
|
February 2046
|
|
II-2-A
|
|
(2)
|
|
$
|
2,597,725.77
|
|
February 2046
|
|
II-2-B
|
|
(2)
|
|
$
|
2,597,725.77
|
|
February 2046
|
|
II-3-A
|
|
(2)
|
|
$
|
2,752,348.59
|
|
February 2046
|
|
II-3-B
|
|
(2)
|
|
$
|
2,752,348.59
|
|
February 2046
|
|
II-4-A
|
|
(2)
|
|
$
|
2,901,718.58
|
|
February 2046
|
|
II-4-B
|
|
(2)
|
|
$
|
2,901,718.58
|
|
February 2046
|
|
II-5-A
|
|
(2)
|
|
$
|
3,042,680.12
|
|
February 2046
|
|
II-5-B
|
|
(2)
|
|
$
|
3,042,680.12
|
|
February 2046
|
|
II-6-A
|
|
(2)
|
|
$
|
3,180,110.16
|
|
February 2046
|
|
II-6-B
|
|
(2)
|
|
$
|
3,180,110.16
|
|
February 2046
|
|
II-7-A
|
|
(2)
|
|
$
|
3,226,872.94
|
|
February 2046
|
|
II-7-B
|
|
(2)
|
|
$
|
3,226,872.94
|
|
February 2046
|
|
II-8-A
|
|
(2)
|
|
$
|
3,342,412.76
|
|
February 2046
|
|
II-8-B
|
|
(2)
|
|
$
|
3,342,412.76
|
|
February 2046
|
|
II-9-A
|
|
(2)
|
|
$
|
3,431,811.85
|
|
February 2046
|
|
II-9-B
|
|
(2)
|
|
$
|
3,431,811.85
|
|
February 2046
|
|
II-10-A
|
|
(2)
|
|
$
|
3,526,298.89
|
|
February 2046
|
|
II-10-B
|
|
(2)
|
|
$
|
3,526,298.89
|
|
February 2046
|
|
II-11-A
|
|
(2)
|
|
$
|
3,627,459.04
|
|
February 2046
|
|
II-11-B
|
|
(2)
|
|
$
|
3,627,459.04
|
|
February 2046
|
|
II-12-A
|
|
(2)
|
|
$
|
3,703,864.12
|
|
February 2046
|
|
II-12-B
|
|
(2)
|
|
$
|
3,703,864.12
|
|
February 2046
|
|
II-13-A
|
|
(2)
|
|
$
|
3,441,932.91
|
|
February 2046
|
|
II-13-B
|
|
(2)
|
|
$
|
3,441,932.91
|
|
February 2046
|
|
II-14-A
|
|
(2)
|
|
$
|
3,317,627.78
|
|
February 2046
|
|
II-14-B
|
|
(2)
|
|
$
|
3,317,627.78
|
|
February 2046
|
|
II-15-A
|
|
(2)
|
|
$
|
3,197,410.77
|
|
February 2046
|
|
II-15-B
|
|
(2)
|
|
$
|
3,197,410.77
|
|
February 2046
|
|
II-16-A
|
|
(2)
|
|
$
|
3,081,836.98
|
|
February 2046
|
|
II-16-B
|
|
(2)
|
|
$
|
3,081,836.98
|
|
February 2046
|
|
II-17-A
|
|
(2)
|
|
$
|
2,969,389.83
|
|
February 2046
|
|
II-17-B
|
|
(2)
|
|
$
|
2,969,389.83
|
|
February 2046
|
|
II-18-A
|
|
(2)
|
|
$
|
5,393,003.33
|
|
February 2046
|
|
II-18-B
|
|
(2)
|
|
$
|
5,393,003.33
|
|
February 2046
|
|
II-19-A
|
|
(2)
|
|
$
|
5,058,113.76
|
|
February 2046
|
|
II-19-B
|
|
(2)
|
|
$
|
5,058,113.76
|
|
February 2046
|
|
II-20-A
|
|
(2)
|
|
$
|
4,743,581.32
|
|
February 2046
|
|
II-20-B
|
|
(2)
|
|
$
|
4,743,581.32
|
|
February 2046
|
|
II-21-A
|
|
(2)
|
|
$
|
4,448,146.56
|
|
February 2046
|
|
II-21-B
|
|
(2)
|
|
$
|
4,448,146.56
|
|
February 2046
|
|
II-22-A
|
|
(2)
|
|
$
|
4,170,906.28
|
|
February 2046
|
|
II-22-B
|
|
(2)
|
|
$
|
4,170,906.28
|
|
February 2046
|
|
II-23-A
|
|
(2)
|
|
$
|
3,910,193.38
|
|
February 2046
|
|
II-23-B
|
|
(2)
|
|
$
|
3,910,193.38
|
|
February 2046
|
|
II-24-A
|
|
(2)
|
|
$
|
2,235,131.84
|
|
February 2046
|
|
II-24-B
|
|
(2)
|
|
$
|
2,235,131.84
|
|
February 2046
|
|
II-25-A
|
|
(2)
|
|
$
|
2,045,925.24
|
|
February 2046
|
|
II-25-B
|
|
(2)
|
|
$
|
2,045,925.24
|
|
February 2046
|
|
II-26-A
|
|
(2)
|
|
$
|
1,963,004.14
|
|
February 2046
|
|
II-26-B
|
|
(2)
|
|
$
|
1,963,004.14
|
|
February 2046
|
|
II-27-A
|
|
(2)
|
|
$
|
1,882,866.54
|
|
February 2046
|
|
II-27-B
|
|
(2)
|
|
$
|
1,882,866.54
|
|
February 2046
|
|
II-28-A
|
|
(2)
|
|
$
|
1,805,544.22
|
|
February 2046
|
|
II-28-B
|
|
(2)
|
|
$
|
1,805,544.22
|
|
February 2046
|
|
II-29-A
|
|
(2)
|
|
$
|
1,774,693.27
|
|
February 2046
|
|
II-29-B
|
|
(2)
|
|
$
|
1,774,693.27
|
|
February 2046
|
|
II-30-A
|
|
(2)
|
|
$
|
1,782,264.59
|
|
February 2046
|
|
II-30-B
|
|
(2)
|
|
$
|
1,782,264.59
|
|
February 2046
|
|
II-31-A
|
|
(2)
|
|
$
|
1,704,453.89
|
|
February 2046
|
|
II-31-B
|
|
(2)
|
|
$
|
1,704,453.89
|
|
February 2046
|
|
II-32-A
|
|
(2)
|
|
$
|
1,633,733.60
|
|
February 2046
|
|
II-32-B
|
|
(2)
|
|
$
|
1,633,733.60
|
|
February 2046
|
|
II-33-A
|
|
(2)
|
|
$
|
37,612,276.17
|
|
February 2046
|
|
II-33-B
|
|
(2)
|
|
$
|
37,612,276.17
|
|
February 2046
|
|
II-34-A
|
|
(2)
|
|
$
|
182,968.90
|
|
February 2046
|
|
II-34-B
|
|
(2)
|
|
$
|
182,968.90
|
|
February 2046
|
|
II-35-A
|
|
(2)
|
|
$
|
179,467.33
|
|
February 2046
|
|
II-35-B
|
|
(2)
|
|
$
|
179,467.33
|
|
February 2046
|
|
II-36-A
|
|
(2)
|
|
$
|
176,031.83
|
|
February 2046
|
|
II-36-B
|
|
(2)
|
|
$
|
176,031.83
|
|
February 2046
|
|
II-37-A
|
|
(2)
|
|
$
|
172,661.46
|
|
February 2046
|
|
II-37-B
|
|
(2)
|
|
$
|
172,661.46
|
|
February 2046
|
|
II-38-A
|
|
(2)
|
|
$
|
169,354.68
|
|
February 2046
|
|
II-38-B
|
|
(2)
|
|
$
|
169,354.68
|
|
February 2046
|
|
II-39-A
|
|
(2)
|
|
$
|
166,111.17
|
|
February 2046
|
|
II-39-B
|
|
(2)
|
|
$
|
166,111.17
|
|
February 2046
|
|
II-40-A
|
|
(2)
|
|
$
|
162,928.43
|
|
February 2046
|
|
II-40-B
|
|
(2)
|
|
$
|
162,928.43
|
|
February 2046
|
|
II-41-A
|
|
(2)
|
|
$
|
159,806.77
|
|
February 2046
|
|
II-41-B
|
|
(2)
|
|
$
|
159,806.77
|
|
February 2046
|
|
II-42-A
|
|
(2)
|
|
$
|
156,743.40
|
|
February 2046
|
|
II-42-B
|
|
(2)
|
|
$
|
156,743.40
|
|
February 2046
|
|
II-43-A
|
|
(2)
|
|
$
|
153,738.93
|
|
February 2046
|
|
II-43-B
|
|
(2)
|
|
$
|
153,738.93
|
|
February 2046
|
|
II-44-A
|
|
(2)
|
|
$
|
150,791.19
|
|
February 2046
|
|
II-44-B
|
|
(2)
|
|
$
|
150,791.19
|
|
February 2046
|
|
II-45-A
|
|
(2)
|
|
$
|
147,898.92
|
|
February 2046
|
|
II-45-B
|
|
(2)
|
|
$
|
147,898.92
|
|
February 2046
|
|
II-46-A
|
|
(2)
|
|
$
|
145,062.13
|
|
February 2046
|
|
II-46-B
|
|
(2)
|
|
$
|
145,062.13
|
|
February 2046
|
|
II-47-A
|
|
(2)
|
|
$
|
142,278.64
|
|
February 2046
|
|
II-47-B
|
|
(2)
|
|
$
|
142,278.64
|
|
February 2046
|
|
II-48-A
|
|
(2)
|
|
$
|
139,548.13
|
|
February 2046
|
|
II-48-B
|
|
(2)
|
|
$
|
139,548.13
|
|
February 2046
|
|
II-49-A
|
|
(2)
|
|
$
|
136,869.66
|
|
February 2046
|
|
II-49-B
|
|
(2)
|
|
$
|
136,869.66
|
|
February 2046
|
|
II-50-A
|
|
(2)
|
|
$
|
134,241.69
|
|
February 2046
|
|
II-50-B
|
|
(2)
|
|
$
|
134,241.69
|
|
February 2046
|
|
II-51-A
|
|
(2)
|
|
$
|
131,727.48
|
|
February 2046
|
|
II-51-B
|
|
(2)
|
|
$
|
131,727.48
|
|
February 2046
|
|
II-52-A
|
|
(2)
|
|
$
|
129,225.73
|
|
February 2046
|
|
II-52-B
|
|
(2)
|
|
$
|
129,225.73
|
|
February 2046
|
|
II-53-A
|
|
(2)
|
|
$
|
126,811.56
|
|
February 2046
|
|
II-53-B
|
|
(2)
|
|
$
|
126,811.56
|
|
February 2046
|
|
II-54-A
|
|
(2)
|
|
$
|
124,373.08
|
|
February 2046
|
|
II-54-B
|
|
(2)
|
|
$
|
124,373.08
|
|
February 2046
|
|
II-55-A
|
|
(2)
|
|
$
|
121,980.41
|
|
February 2046
|
|
II-55-B
|
|
(2)
|
|
$
|
121,980.41
|
|
February 2046
|
|
II-56-A
|
|
(2)
|
|
$
|
119,633.56
|
|
February 2046
|
|
II-56-B
|
|
(2)
|
|
$
|
119,633.56
|
|
February 2046
|
|
II-57-A
|
|
(2)
|
|
$
|
117,330.97
|
|
February 2046
|
|
II-57-B
|
|
(2)
|
|
$
|
117,330.97
|
|
February 2046
|
|
II-58-A
|
|
(2)
|
|
$
|
115,072.01
|
|
February 2046
|
|
II-58-B
|
|
(2)
|
|
$
|
115,072.01
|
|
February 2046
|
|
II-59-A
|
|
(2)
|
|
$
|
112,856.68
|
|
February 2046
|
|
II-59-B
|
|
(2)
|
|
$
|
112,856.68
|
|
February 2046
|
|
II-60-A
|
|
(2)
|
|
$
|
5,618,293.76
|
|
February 2046
|
|
II-60-B
|
|
(2)
|
|
$
|
5,618,293.76
|
|
February 2046
|
|
I-LT-P
|
|
(2)
|
|
$
|
100.00
|
|
February 2046
|
|
I-LT-AR
|
|
(2)
|
|
$
|
100.00
|
|
February 2046
|
________________
(1) For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each REMIC 1 Regular Interest.
(1) Calculated in accordance with the definition of
“REMIC 1 Remittance Rate” herein.
REMIC
2
As provided herein, the Trustee will elect to
treat the segregated pool of assets consisting of the REMIC 1
Regular Interests as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as REMIC 2. The
R-2-R Interest will represent the sole class of “residual
interests” in REMIC 2 for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets
forth the designation, REMIC 2 Remittance Rate, initial
Uncertificated Principal Balance or each of the “regular
interests” in REMIC 2 (the “REMIC 2 Regular
Interests”). None of the REMIC 2 Regular Interests will be
certificated.
|
Designation
|
REMIC 2
Remittance Rate
|
Uncertificated Principal
Balance
|
Latest Possible
Maturity Date(1)
|
|
LT-AA
|
(2)
|
$ 294,000,000.00
|
February 2037
|
|
LT-1A
|
(2)
|
$ 865,015.00
|
February 2037
|
|
LT-2A1
|
(2)
|
$ 1,041,760.00
|
February 2037
|
|
LT-2A2
|
(2)
|
$ 281,060.00
|
February 2037
|
|
LT-2A3
|
(2)
|
$ 108,665.00
|
February 2037
|
|
LT-M1
|
(2)
|
$ 121,500.00
|
February 2037
|
|
LT-M2
|
(2)
|
$ 112,500.00
|
February 2037
|
|
LT-M3
|
(2)
|
$ 67,500.00
|
February 2037
|
|
LT-M4
|
(2)
|
$ 61,500.00
|
February 2037
|
|
LT-M5
|
(2)
|
$ 58,500.00
|
February 2037
|
|
LT-M6
|
(2)
|
$ 54,000.00
|
February 2037
|
|
LT-M7
|
(2)
|
$ 48,000.00
|
February 2037
|
|
LT-M8
|
(2)
|
$ 42,000.00
|
February 2037
|
|
LT-M9
|
(2)
|
$ 34,500.00
|
February 2037
|
|
LT-B
|
(2)
|
$ 36,000.00
|
February 2037
|
|
LT-ZZ
|
(2)
|
$ 3,067,500.00
|
February 2037
|
|
II-LT-P
|
(2)
|
$ 100.00
|
February 2037
|
|
II-LT-AR
|
(2)
|
$ 100.00
|
February 2037
|
|
LT-1SUB
|
(2)
|
$ 5,298.11
|
February 2037
|
|
LT-1GRP
|
(2)
|
$ 22,598.43
|
February 2037
|
|
LT-2SUB
|
(2)
|
$ 8,767.66
|
February 2037
|
|
LT-2GRP
|
(2)
|
$ 37,397.36
|
February 2037
|
|
LT-XX
|
(2)
|
$ 299,925,938.45
|
February 2037
|
|
II-IO
|
(2)
|
(3)
|
February 2037
|
________________________
|
(1)
|
For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the “latest possible maturity date” for each REMIC 2
Regular Interest.
|
|
(2)
|
Calculated as
provided in the definition of “REMIC 2 Remittance Rate”
herein.
|
|
(3)
|
REMIC 2 Regular
Interest II-IO will not have an Uncertificated Principal Balance,
but will accrue interest on its Uncertificated Notional
Amount.
|
REMIC
3
As provided herein, the Trustee will elect to
treat the segregated pool of assets consisting of the REMIC 2
Regular Interests as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as REMIC 3. The
R-3-R Interest will represent the sole class of “residual
interests” in REMIC 3 for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets
forth the designation, Pass-Through Rate, aggregate Initial
Certificate Principal Balance and Final Scheduled Distribution Date
for each Class of Certificates comprising the interests
representing “regular interests” in REMIC 3.
|
Designation
|
Pass-Through Rate
|
Aggregate Initial Certificate
Principal Balance
|
Latest Possible
Maturity Date(1)
|
|
Class 1-A
|
(2)
|
$ 173,003,000.00
|
February 2037
|
|
Class 2-A-1
|
(2)
|
$ 208,352,000.00
|
February 2037
|
|
Class 2-A-2
|
(2)
|
$ 56,212,000.00
|
February 2037
|
|
Class 2-A-3
|
(2)
|
$ 21,733,000.00
|
February 2037
|
|
Class M-1
|
(2)
|
$ 24,300,000.00
|
February 2037
|
|
Class M-2
|
(2)
|
$ 22,500,000.00
|
February 2037
|
|
Class M-3
|
(2)
|
$ 13,500,000.00
|
February 2037
|
|
Class M-4
|
(2)
|
$ 12,300,000.00
|
February 2037
|
|
Class M-5
|
(2)
|
$ 11,700,000.00
|
February 2037
|
|
Class M-6
|
(2)
|
$ 10,800,000.00
|
February 2037
|
|
Class M-7
|
(2)
|
$ 9,600,000.00
|
February 2037
|
|
Class M-8
|
(2)
|
$ 8,400,000.00
|
February 2037
|
|
Class M-9
|
(2)
|
$ 6,900,000.00
|
February 2037
|
|
Class B
|
(2)
|
$ 7,200,000.00
|
February 2037
|
|
Class C
|
(3)
|
$ 13,500,000.00
|
February 2037
|
|
Class P
|
(4)
|
$ 100.00
|
February 2037
|
|
Class A-R
|
(5)
|
$ 100.00
|
February 2037
|
|
Class Swap-IO Interest
|
(6)
|
|
February 2037
|
_______________
|
(1)
|
For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the “latest possible maturity date” for each REMIC 3
Regular Certificate.
|
(2)
Interest will accrue at a rate
equal to the Pass-Through Rate, as defined herein.
|
(3)
|
The Class C
Certificates will accrue interest at its variable Pass-Through Rate
on the Class C Notional Amount outstanding from time to time which
shall equal the Uncertificated Principal Balance of the REMIC
2 Regular Interests (other than REMIC I Regular
Interest LT-P). The Class C Certificates will not accrue
interest on their Certificate Principal Balance initially equal to
$13,5 00,000.00.
|
|
(4)
|
The Class P
Certificates will be not entitled to distributions of interest, but
will be entitled to all Prepayment Charges distributed with respect
REMIC 2 Regular Interest LT-P.
|
|
|
The Class A-R
Certificates represent the sole class of residual interests in each
REMIC created hereunder. The Class A-R Certificates will not be
entitled to distributions of interest.
|
|
|
The Class
SWAP-IO Interest will not have a Pass-Through Rate or a Certificate
Principal Balance, but will be entitled to 100% of amounts
distributed on REMIC 2 Regular Interest II-IO.
|
The foregoing REMIC structure is intended to
cause all of the cash from the Mortgage Loans to flow through to
REMIC 3 as cash flow on REMIC regular interests, without creating
any shortfall— actual or potential (other than for credit
losses)— to any REMIC regular interest. It is not intended
that the Class A-R Certificates be entitled to any cash flows
pursuant to this Agreement except as provided in Section 3.08(a)
hereunder.
ARTICLE I.
DEFINITIONS
Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall
have the following meanings:
40-Year Mortgage Loan : A Mortgage Loan with an original term to
maturity of 40 years.
40-Year Target Schedule : Schedule III hereto.
Account : The Escrow Account, the Certificate Account,
the Distribution Account or any other account related to the Trust
Fund or the Mortgage Loans.
Accrual Period : With respect to any Distribution Date and each
Class of Interest-Bearing Certificates, the period commencing on
the immediately preceding Distribution Date (or, in the case of the
first Distribution Date, the Closing Date) and ending on the day
immediately preceding such Distribution Date. With respect to any
Distribution Date and the Class C Certificates, the calendar month
preceding the month in which such Distribution Date occurs. All
calculations of interest on the Interest-Bearing Certificates will
be made on the basis of the actual number of days elapsed in the
related Accrual Period and on a 360-day year. All calculations of
interest on the Class C Certificates will be made on the basis of a
360-day year consisting of twelve 30-day months.
Auction Administration Agreement
: The auction administration
agreement dated as of the Closing Date among the Auction
Administrator, CHL and the Master Servicer, a form of which is
attached hereto as Exhibit AB.
Auction Administrator : The Bank of New York, in its capacity as
auction administrator under the Auction Administration
Agreement.
Adjustable Rate Mortgage Loans
: The Mortgage Loans identified in
the Mortgage Loan Schedule as having a Mortgage Rate which is
adjustable in accordance with the terms of the related Mortgage
Note.
Adjusted Net Mortgage Rate
: As to each Mortgage Loan, the
Mortgage Rate less the related Expense Fee Rate.
Adjusted Replacement Upfront Amount
: As defined in Section
3.21.
Adjustment Date : As to each Adjustable Rate Mortgage Loan, each
date on which the related Mortgage Rate is subject to adjustment,
as provided in the related Mortgage Note.
Advance : The aggregate of the advances required to be
made by the Master Servicer with respect to any Distribution Date
pursuant to Section 4.01, the amount of any such advances being
equal to the aggregate of payments of principal of, and interest on
the Stated Principal Balance of, the Mortgage Loans (net of the
Servicing Fees) that were due on the related Due Date and not
received by the Master Servicer as of the close of business on the
related Determination Date including an amount equivalent to
interest on the Stated Principal Balance of each Mortgage Loan as
to which the related Mortgaged Property is an REO Property or as to
which the related Mortgaged Property has been liquidated but such
Mortgage Loan has not yet become a Liquidated Mortgage Loan;
provided, however, that the net monthly rental income (if any) from
such REO Property deposited in the Certificate Account for such
Distribution Date pursuant to Section 3.12 may be used to offset
such Advance for the related REO Property; provided, further, that
for the avoidance of doubt, no Advances shall be required to be
made in respect of any Liquidated Mortgage Loan.
Agreement : This Pooling and Servicing Agreement and any
and all amendments or supplements hereto made in accordance with
the terms herein.
Amount Held for Future Distribution
: As to any Distribution Date, the
aggregate amount held in the Certificate Account at the close o |
