CWABS, INC.,
Depositor
COUNTRYWIDE HOME LOANS,
INC.,
Seller
PARK MONACO INC.,
Seller
PARK SIENNA LLC,
Seller
COUNTRYWIDE HOME LOANS SERVICING
LP,
Master Servicer
THE BANK OF NEW YORK,
Trustee
and
THE BANK OF NEW YORK TRUST COMPANY,
N.A.,
Co-Trustee
POOLING AND SERVICING
AGREEMENT
Dated as of March 1, 2007
ASSET-BACKED CERTIFICATES, SERIES
2007-6
Table of Contents
Page
|
ARTICLE I.
|
|
DEFINITIONS
|
|
|
|
|
|
Section
1.01
|
Defined
Terms.
|
8
|
|
Section
1.02
|
Certain
Interpretive Provisions.
|
52
|
|
|
|
ARTICLE II.
|
|
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
|
|
|
|
|
|
Section
2.01
|
Conveyance of
Mortgage Loans.
|
53
|
|
Section
2.02
|
Acceptance by
Trustee of the Mortgage Loans.
|
60
|
|
Section
2.03
|
Representations, Warranties and Covenants of the
Master Servicer and the Sellers.
|
66
|
|
Section
2.04
|
Representations
and Warranties of the Depositor.
|
86
|
|
Section
2.05
|
Delivery of
Opinion of Counsel in Connection with Substitutions and
Repurchases.
|
88
|
|
Section
2.06
|
Authentication
and Delivery of Certificates.
|
88
|
|
Section
2.07
|
Covenants of
the Master Servicer.
|
89
|
|
ARTICLE III.
|
|
ADMINISTRATION AND SERVICING OF
MORTGAGE LOANS
|
|
|
|
|
|
Section
3.01
|
Master Servicer
to Service Mortgage Loans.
|
89
|
|
Section
3.02
|
Subservicing;
Enforcement of the Obligations of Master Servicer.
|
91
|
|
Section
3.03
|
Rights of the
Depositor, the Sellers, the Certificateholders, the NIM Insurer and
the Trustee in Respect of the Master Servicer.
|
92
|
|
Section
3.04
|
Trustee to Act
as Master Servicer.
|
93
|
|
Section
3.05
|
Collection of
Mortgage Loan Payments; Certificate Account; Distribution Account;
Pre-Funding Account; Capitalized Interest Account.
|
93
|
|
Section
3.06
|
Collection of
Taxes, Assessments and Similar Items; Escrow Accounts.
|
97
|
|
Section
3.07
|
Access to
Certain Documentation and Information Regarding the Mortgage
Loans.
|
98
|
|
Section
3.08
|
Permitted
Withdrawals from the Certificate Account, Distribution Account,
Carryover Reserve Fund and the Principal Reserve Fund.
|
98
|
|
Section
3.09
|
[Reserved].
|
101
|
|
Section
3.10
|
Maintenance of
Hazard Insurance.
|
101
|
|
Section
3.11
|
Enforcement of
Due-On-Sale Clauses; Assumption Agreements.
|
102
|
|
Section
3.12
|
Realization
Upon Defaulted Mortgage Loans; Determination of Excess Proceeds and
Realized Losses; Repurchase of Certain Mortgage Loans.
|
103
|
|
Section
3.13
|
Co-Trustee to
Cooperate; Release of Mortgage Files.
|
107
|
|
Section
3.14
|
Documents,
Records and Funds in Possession of Master Servicer to be Held for
the Trustee.
|
108
|
|
Section
3.15
|
Servicing
Compensation.
|
108
|
|
Section
3.16
|
Access to
Certain Documentation.
|
109
|
|
Section
3.17
|
Annual
Statement as to Compliance.
|
109
|
|
Section
3.18
|
[Reserved].
|
110
|
|
Section
3.19
|
The Corridor
Contracts.
|
110
|
|
Section
3.20
|
Prepayment
Charges.
|
110
|
|
Section
3.21
|
Swap
Contract.
|
111
|
|
|
|
ARTICLE IV.
|
|
DISTRIBUTIONS AND ADVANCES BY THE
MASTER SERVICER
|
|
|
|
|
|
Section
4.01
|
Advances;
Remittance Reports.
|
114
|
|
Section
4.02
|
Reduction of
Servicing Compensation in Connection with Prepayment Interest
Shortfalls.
|
115
|
|
Section
4.03
|
[Reserved].
|
115
|
|
Section
4.04
|
Distributions.
|
115
|
|
Section
4.05
|
Monthly
Statements to Certificateholders.
|
123
|
|
Section
4.06
|
Termination of
the Mortgage Insurance Policy.
|
124
|
|
Section
4.07
|
Carryover
Reserve Fund.
|
124
|
|
Section
4.08
|
[Reserved].
|
124
|
|
Section
4.09
|
Swap Trust and
Swap Account.
|
124
|
|
Section
4.10
|
Final Maturity
Reserve Trust and Final Maturity Reserve Fund.
|
124
|
|
|
|
ARTICLE V.
|
|
THE CERTIFICATES
|
|
|
|
|
|
Section
5.01
|
The
Certificates.
|
124
|
|
Section
5.02
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
124
|
|
Section
5.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
124
|
|
Section
5.04
|
Persons Deemed
Owners.
|
124
|
|
Section
5.05
|
Access to List
of Certificateholders’ Names and Addresses.
|
124
|
|
Section
5.06
|
Book-Entry
Certificates.
|
124
|
|
Section
5.07
|
Notices to
Depository.
|
124
|
|
Section
5.08
|
Definitive
Certificates.
|
124
|
|
Section
5.09
|
Maintenance of
Office or Agency.
|
124
|
|
|
|
ARTICLE VI.
|
|
THE DEPOSITOR, THE MASTER SERVICER
AND THE SELLERS
|
|
|
|
|
|
Section
6.01
|
Respective
Liabilities of the Depositor, the Master Servicer and the
Sellers.
|
124
|
|
Section
6.02
|
Merger or
Consolidation of the Depositor, the Master Servicer or the
Sellers.
|
124
|
|
Section
6.03
|
Limitation on
Liability of the Depositor, the Sellers, the Master Servicer, the
NIM Insurer and Others.
|
124
|
|
Section
6.04
|
Limitation on
Resignation of Master Servicer.
|
124
|
|
Section
6.05
|
Errors and
Omissions Insurance; Fidelity Bonds.
|
124
|
|
|
|
ARTICLE VII.
|
|
DEFAULT; TERMINATION OF MASTER
SERVICER
|
|
|
|
|
|
Section
7.01
|
Events of
Default.
|
124
|
|
Section
7.02
|
Trustee to Act;
Appointment of Successor.
|
124
|
|
Section
7.03
|
Notification to
Certificateholders.
|
124
|
|
|
|
ARTICLE VIII.
|
|
CONCERNING THE TRUSTEE AND THE
CO-TRUSTEE
|
|
|
|
|
|
Section
8.01
|
Duties of
Trustee.
|
124
|
|
Section
8.02
|
Certain Matters
Affecting the Trustee.
|
124
|
|
Section
8.03
|
Trustee Not
Liable for Mortgage Loans.
|
124
|
|
Section
8.04
|
Trustee May Own
Certificates.
|
124
|
|
Section
8.05
|
Master Servicer
to Pay Trustee’s Fees and Expenses.
|
124
|
|
Section
8.06
|
Eligibility
Requirements for Trustee.
|
124
|
|
Section
8.07
|
Resignation and
Removal of Trustee.
|
124
|
|
Section
8.08
|
Successor
Trustee.
|
124
|
|
Section
8.09
|
Merger or
Consolidation of Trustee.
|
124
|
|
Section
8.10
|
Appointment of
Co-Trustee or Separate Trustee.
|
124
|
|
Section
8.11
|
Tax
Matters.
|
124
|
|
Section
8.12
|
Co-Trustee.
|
124
|
|
Section
8.13
|
Access to
Records of the Trustee.
|
124
|
|
Section
8.14
|
Suits for
Enforcement.
|
124
|
|
|
|
ARTICLE IX.
|
|
TERMINATION
|
|
|
|
|
|
Section
9.01
|
Termination
upon Liquidation or Repurchase of all Mortgage Loans.
|
124
|
|
Section
9.02
|
Final
Distribution on the Certificates.
|
124
|
|
Section
9.03
|
Additional
Termination Requirements.
|
124
|
|
Section
9.04
|
Auction of the
Mortgage Loans and REO Properties.
|
124
|
|
|
|
ARTICLE X.
|
|
MISCELLANEOUS PROVISIONS
|
|
|
|
|
|
Section
10.01
|
Amendment.
|
124
|
|
Section
10.02
|
Recordation of
Agreement; Counterparts.
|
124
|
|
Section
10.03
|
Governing
Law.
|
124
|
|
Section
10.04
|
Intention of
Parties.
|
124
|
|
Section
10.05
|
Notices.
|
124
|
|
Section
10.06
|
Severability of
Provisions.
|
124
|
|
Section
10.07
|
Assignment.
|
124
|
|
Section
10.08
|
Limitation on
Rights of Certificateholders.
|
124
|
|
Section
10.09
|
Inspection and
Audit Rights.
|
124
|
|
Section
10.10
|
Certificates
Nonassessable and Fully Paid.
|
124
|
|
Section
10.11
|
Rights of NIM
Insurer.
|
124
|
|
Section
10.12
|
Protection of
Assets.
|
124
|
|
|
|
ARTICLE XI.
|
|
EXCHANGE ACT REPORTING
|
|
|
|
|
|
|
|
|
|
Section
11.01
|
Filing
Obligations.
|
124
|
|
Section
11.02
|
Form 10-D
Filings.
|
124
|
|
Section
11.03
|
Form 8-K
Filings.
|
124
|
|
Section
11.04
|
Form 10-K
Filings.
|
124
|
|
Section
11.05
|
Sarbanes-Oxley
Certification.
|
124
|
|
Section
11.06
|
Form 15
Filing.
|
124
|
|
Section
11.07
|
Report on
Assessment of Compliance and Attestation.
|
124
|
|
Section
11.08
|
Use of
Subservicers and Subcontractors.
|
124
|
|
Section
11.09
|
Amendments.
|
124
|
|
Section
11.10
|
Reconciliation
of Accounts.
|
124
|
|
Exhibits
|
|
|
|
|
|
EXHIBIT
A
|
Forms of
Certificates
|
|
|
Form of Class
1-A Certificate
|
|
|
Form of Class
2-A-1 Certificate
|
|
|
Form of Class
2-A-2 Certificate
|
|
|
Form of Class
2-A-3 Certificate
|
|
|
Form of Class
2-A-4 Certificate
|
|
|
Form of Class
M-1 Certificate
|
|
|
Form of Class
M-2 Certificate
|
|
|
Form of Class
M-3 Certificate
|
|
|
Form of Class
M-4 Certificate
|
|
|
Form of Class
M-5 Certificate
|
|
|
Form of Class
M-6 Certificate
|
|
|
Form of Class
M-7 Certificate
|
|
|
Form of Class
M-8 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-1
|
Form of Class
1-A Corridor Contract
|
|
EXHIBIT
Q-2
|
Form of Class
2-A Corridor Contract
|
|
EXHIBIT
Q-3
|
Form of
Subordinate Corridor Contract
|
|
EXHIBIT
R
|
[Reserved]
|
|
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
|
Form of Swap
Contract
|
|
EXHIBIT
V-1
|
Form of Swap
Contract Assignment Agreement
|
|
EXHIBIT
V-2
|
Form of Swap
Contract Administration Agreement
|
|
EXHIBIT
V-3
|
Form of Swap
Contract and Corridor Contracts Guarantee
|
|
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)
|
|
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
March 1, 2007, 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, as a seller
(“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”), THE BANK OF NEW YORK,
a New York banking corporation, as trustee (the
“Trustee”), and THE BANK OF NEW YORK TRUST COMPANY,
N.A., a national banking association, 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 Carryover Reserve Fund,
the assets held in the Pre-Funding Account and the Capitalized
Interest Account and the Trust Fund’s rights with respect to
payments received under the Corridor Contracts) for federal income
tax purposes will consist of three REMICs (the “Swap-IO
REMIC,” the “Strip REMIC” 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 the Swap-IO REMIC, the Strip REMIC and the
Master REMIC. The Master REMIC will hold as assets the
several classes of uncertificated Strip REMIC Interests (other than
the STR-A-R Interest). Each Strip REMIC Interest (other
than the STR-A-R Interest) is hereby designated as a regular
interest in the Strip REMIC. The Strip REMIC will hold
as assets the several classes of uncertificated Swap-IO REMIC
Interests (other than the SWR-A-R Interest). Each Swap-IO REMIC
Interest (other than the SWR-A-R Interest) is hereby designated as
a regular interest in the Swap-IO REMIC. The Swap-IO
REMIC will hold as assets all property of the Trust Fund (excluding
the Carryover Reserve Fund, the assets held in the Pre-Funding
Account and the Capitalized Interest 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.
None of the REMICs described herein shall hold
any interest in the Swap Trust, Swap Contract, Swap Account or
Final Maturity Reserve Trust.
The Swap-IO REMIC Interests will have the
principal balances and pass-through rates as set forth
below.
|
Swap-IO REMIC
Interest
|
|
Initial Principal
Balance (1)
|
|
|
Pass-Through
Rate
|
|
|
|
|
|
$7,561,906.50
|
|
|
|
(2)
|
|
|
|
|
|
7,561,906.50
|
|
|
|
(3)
|
|
|
|
|
|
7,802,989.00
|
|
|
|
(2)
|
|
|
|
|
|
7,802,989.00
|
|
|
|
(3)
|
|
|
|
|
|
9,006,566.50
|
|
|
|
(2)
|
|
|
Swap-IO REMIC
Interest
|
|
Initial Principal
Balance (1)
|
|
|
Pass-Through
Rate
|
|
|
SWR-9B
|
|
|
9,006,566.50
|
|
|
|
(3)
|
|
|
|
|
|
8,544,081.50
|
|
|
|
(2)
|
|
|
|
|
|
8,544,081.50
|
|
|
|
(3)
|
|
|
|
|
|
9,331,908.00
|
|
|
|
(2)
|
|
|
|
|
|
9,331,908.00
|
|
|
|
(3)
|
|
|
|
|
|
2,212,937.50
|
|
|
|
(2)
|
|
|
|
|
|
2,212,937.50
|
|
|
|
(3)
|
|
|
|
|
|
5,778,117.00
|
|
|
|
(2)
|
|
|
|
|
|
5,778,117.00
|
|
|
|
(3)
|
|
|
|
|
|
12,846,296.00
|
|
|
|
(2)
|
|
|
|
|
|
12,846,296.00
|
|
|
|
(3)
|
|
|
|
|
|
11,122,504.00
|
|
|
|
(2)
|
|
|
|
|
|
11,122,504.00
|
|
|
|
(3)
|
|
|
|
|
|
10,151,019.50
|
|
|
|
(2)
|
|
|
|
|
|
10,151,019.50
|
|
|
|
(3)
|
|
|
|
|
|
9,056,136.00
|
|
|
|
(2)
|
|
|
|
|
|
9,056,136.00
|
|
|
|
(3)
|
|
|
|
|
|
7,734,133.00
|
|
|
|
(2)
|
|
|
|
|
|
7,734,133.00
|
|
|
|
(3)
|
|
|
|
|
|
7,376,546.00
|
|
|
|
(2)
|
|
|
|
|
|
7,376,546.00
|
|
|
|
(3)
|
|
|
|
|
|
6,582,480.50
|
|
|
|
(2)
|
|
|
|
|
|
6,582,480.50
|
|
|
|
(3)
|
|
|
|
|
|
6,695,712.50
|
|
|
|
(2)
|
|
|
|
|
|
6,695,712.50
|
|
|
|
(3)
|
|
|
|
|
|
7,220,639.00
|
|
|
|
(2)
|
|
|
|
|
|
7,220,639.00
|
|
|
|
(3)
|
|
|
|
|
|
11,089,909.00
|
|
|
|
(2)
|
|
|
SWR-23B
|
|
|
11,089,909.00
|
|
|
|
(3)
|
|
|
|
|
|
16,950,975.50
|
|
|
|
(2)
|
|
|
|
|
|
16,950,975.50
|
|
|
|
(3)
|
|
|
|
|
|
16,434,165.50
|
|
|
|
(2)
|
|
|
|
|
|
16,434,165.50
|
|
|
|
(3)
|
|
|
|
|
|
14,963,019.00
|
|
|
|
(2)
|
|
|
|
|
|
14,963,019.00
|
|
|
|
(3)
|
|
|
|
|
|
12,129,595.00
|
|
|
|
(2)
|
|
|
|
|
|
12,129,595.00
|
|
|
|
(3)
|
|
|
|
|
|
10,341,921.50
|
|
|
|
(2)
|
|
|
|
|
|
10,341,921.50
|
|
|
|
(3)
|
|
|
|
|
|
9,022,100.50
|
|
|
|
(2)
|
|
|
|
|
|
9,022,100.50
|
|
|
|
(3)
|
|
|
|
|
|
7,564,219.50
|
|
|
|
(2)
|
|
|
|
|
|
7,564,219.50
|
|
|
|
(3)
|
|
|
|
|
|
7,116,221.00
|
|
|
|
(2)
|
|
|
Swap-IO REMIC
Interest
|
|
Initial Principal
Balance (1)
|
|
|
Pass-Through
Rate
|
|
|
|
|
|
7,116,221.00
|
|
|
|
(3)
|
|
|
|
|
|
6,164,110.00
|
|
|
|
(2)
|
|
|
|
|
|
6,164,110.00
|
|
|
|
(3)
|
|
|
|
|
|
5,991,229.00
|
|
|
|
(2)
|
|
|
|
|
|
5,991,229.00
|
|
|
|
(3)
|
|
|
|
|
|
5,058,448.50
|
|
|
|
(2)
|
|
|
|
|
|
5,058,448.50
|
|
|
|
(3)
|
|
|
|
|
|
4,857,161.50
|
|
|
|
(2)
|
|
|
|
|
|
4,857,161.50
|
|
|
|
(3)
|
|
|
|
|
|
5,536,991.00
|
|
|
|
(2)
|
|
|
|
|
|
5,536,991.00
|
|
|
|
(3)
|
|
|
|
|
|
5,332,257.00
|
|
|
|
(2)
|
|
|
|
|
|
5,332,257.00
|
|
|
|
(3)
|
|
|
|
|
|
5,109,676.00
|
|
|
|
(2)
|
|
|
|
|
|
5,109,676.00
|
|
|
|
(3)
|
|
|
|
|
|
4,646,274.50
|
|
|
|
(2)
|
|
|
|
|
|
4,646,274.50
|
|
|
|
(3)
|
|
|
|
|
|
4,375,913.50
|
|
|
|
(2)
|
|
|
|
|
|
4,375,913.50
|
|
|
|
(3)
|
|
|
|
|
|
3,991,709.00
|
|
|
|
(2)
|
|
|
|
|
|
3,991,709.00
|
|
|
|
(3)
|
|
|
|
|
|
28,363,171.00
|
|
|
|
(2)
|
|
|
|
|
|
28,363,171.00
|
|
|
|
(3)
|
|
|
|
|
|
42,024,608.50
|
|
|
|
(2)
|
|
|
|
|
|
42,024,608.50
|
|
|
|
(3)
|
|
|
|
|
|
10,940,940.00
|
|
|
|
(2)
|
|
|
|
|
|
10,940,940.00
|
|
|
|
(3)
|
|
|
|
|
|
1,846,754.50
|
|
|
|
(2)
|
|
|
|
|
|
1,846,754.50
|
|
|
|
(3)
|
|
|
|
|
|
12,978,640.50
|
|
|
|
(2)
|
|
|
|
|
|
12,978,640.50
|
|
|
|
(3)
|
|
|
|
|
|
54,892.50
|
|
|
|
(2)
|
|
|
|
|
|
54,892.50
|
|
|
|
(3)
|
|
|
|
|
|
2,023,431.50
|
|
|
|
(2)
|
|
|
|
|
|
2,023,431.50
|
|
|
|
(3)
|
|
|
|
|
|
900,883.50
|
|
|
|
(2)
|
|
|
|
|
|
900,883.50
|
|
|
|
(3)
|
|
|
|
|
|
17,173,426.00
|
|
|
|
(2)
|
|
|
|
|
|
17,173,426.00
|
|
|
|
(3)
|
|
|
|
|
|
(4)
|
|
|
|
(5)
|
|
|
|
|
|
$100.00
|
|
|
|
(6)
|
|
|
SWR-40 Year Reserve
|
|
|
(7)
|
|
|
|
(7)
|
|
|
SW-A-R
|
|
|
(8)
|
|
|
|
(8)
|
|
|
(1)
|
Scheduled
principal, prepayments and Realized Losses will be allocated first,
to the SWR-Support Interest and second, to the numbered classes
sequentially (from lowest to highest). Amounts so
allocated to a numbered class shall be further allocated between
the “A” and “B” components of such numbered
class pro-rata until the entire class is reduced to
zero.
|
|
(2)
|
On and after
the 7th Distribution Date and on and until the 50th Distribution
Date, a rate equal to twice the Pool Tax Cap less 10.16% per
annum. Prior to the 7th Distribution Date and on and
after the 51st Distribution Date, a rate equal to the Pool Tax
Cap. The “Pool Tax Cap” means the weighted
average of the Adjusted Net Mortgage Rates of all the Mortgage
Loans. For this purpose, beginning on the Distribution
Date in April 2017 and ending on the Distribution Date in March
2037 (the “Last Scheduled Distribution Date”), the
Adjusted Net Mortgage Rate shall be determined by first reducing
the interest payable on each 40-Year Mortgage Loan by the 40-Year
Reserve Rate.
|
|
(3)
|
On and after
the 7th Distribution Date and on and until the 50th Distribution
Date, a rate equal to the lesser of (i) 10.16% per annum and (ii)
twice the Pool Tax Cap. Prior to the 7th Distribution
Date and on and after the 51st Distribution Date, a rate equal to
the Pool Tax Cap.
|
|
(4)
|
On the Closing
Date and on each Distribution Date, following the allocation of
Principal Amounts and Realized Losses, the principal balance in
respect of the SWR-Support Interest will equal the excess of (a)
the sum of (i) the principal balance of the Mortgage Loans (as of
the end of the related Due Period, reduced by principal prepayments
received after such Due Period that are to be distributed on such
Distribution Date) and (ii) the amount, if any, on deposit in the
Pre-Funding Account in respect of the Mortgage Loans over (b) the
principal balance in respect of the remaining Swap-IO REMIC
Interests other than the SWR-P and the SWR-A-R
Interests.
|
|
(5)
|
A rate equal to
the Pool Tax Cap.
|
|
(6)
|
On each
Distribution Date the SWR-P Interest is entitled to all Prepayment
Charges collected with respect to the Mortgage
Loans. It pays no interest.
|
|
(7)
|
Beginning on
the Distribution Date in April 2017 and ending on the Last
Scheduled Distribution Date, the SW-40 Year Reserve Interest shall
be entitled to a specific portion of the interest payable on each
40-Year Mortgage Loan. Specifically, the SW-40 Year
Reserve Interest shall be entitled to a specific portion of the
interest payable on the Stated Principal Balance of each 40-Year
Mortgage Loan as of the Due Date in the month preceding the month
of that Distribution Date (after giving effect to principal
prepayments in the Prepayment Period related to that prior Due
Date) at a per annum rate equal to 0.80% (the “40-Year
Reserve Rate”).
|
|
(8)
|
The SW-A-R
Interest is the sole class of residual interest in the Swap-IO
REMIC. It has no principal and pays no principal or
interest.
|
On each Distribution Date, the Interest Funds
and the Principal Distribution Amount payable with respect to the
Mortgage Loans shall be payable with respect to the Swap-IO REMIC
Interests in the following manner:
(1)
Interest . Interest is to be distributed with
respect to each Swap-IO REMIC Interest at the rate, or according to
the formulas, described above.
(2)
Principal . Principal Distribution Amounts shall
be allocated among the Swap-IO REMIC Interests as described
above.
(3)
Prepayment Penalties . All Prepayment Charges are
allocated to the SWR-P Interest.
The Strip REMIC
Regular Interests will have the principal balances, pass-through
rates and Corresponding Classes of Certificates as set forth in the
following table:
|
|
|
Initial Principal Balance
|
|
|
|
|
Corresponding Class of
Certificates
|
|
STR-1-A
|
|
|
(1)
|
|
|
|
(2)
|
|
1-A
|
|
STR-2-A-1
|
|
|
(1)
|
|
|
|
(2)
|
|
2-A-1
|
|
STR-2-A-2
|
|
|
(1)
|
|
|
|
(2)
|
|
2-A-2
|
|
STR-2-A-3
|
|
|
(1)
|
|
|
|
(2)
|
|
2-A-3
|
|
STR-2-A-4
|
|
|
(1)
|
|
|
|
(2)
|
|
2-A-4
|
|
STR-M-1
|
|
|
(1)
|
|
|
|
(2)
|
|
M-1
|
|
STR-M-2
|
|
|
(1)
|
|
|
|
(2)
|
|
M-2
|
|
STR-M-3
|
|
|
(1)
|
|
|
|
(2)
|
|
M-3
|
|
STR-M-4
|
|
|
(1)
|
|
|
|
(2)
|
|
M-4
|
|
STR-M-5
|
|
|
(1)
|
|
|
|
(2)
|
|
M-5
|
|
STR-M-6
|
|
|
(1)
|
|
|
|
(2)
|
|
M-6
|
|
STR-M-7
|
|
|
(1)
|
|
|
|
(2)
|
|
M-7
|
|
STR-M-8
|
|
|
(1)
|
|
|
|
(2)
|
|
M-8
|
|
STR-$100
|
|
|
$100
|
|
|
|
(3)
|
|
A-R
|
|
STR-C-OC
|
|
|
(4)
|
|
|
|
(2)
|
|
N/A
|
|
STR-C-Swap-IO
|
|
|
(5)
|
|
|
|
(5)
|
|
N/A
|
|
STR-C-40 Year IO
|
|
|
(6)
|
|
|
|
(6)
|
|
N/A
|
|
STR-P
|
|
|
$100
|
|
|
|
(7)
|
|
P
|
|
STR-A-R
|
|
|
(8)
|
|
|
|
(8)
|
|
N/A
|
|
(1)
|
This Strip
REMIC Interest has a principal balance that is initially equal to
100% of its Corresponding Certificate Class issued by the Master
REMIC. Principal payments, both scheduled and prepaid,
Realized Losses and Subsequent Recoveries attributable to the
Swap-IO REMIC Interests held by the Strip REMIC will be allocated
to this class to maintain its size relative to its Corresponding
Certificate Class.
|
|
(2)
|
On each
Distribution Date, the pass-through rate for this Strip REMIC
Interest will be the “Strip REMIC Cap,” which will
equal the weighted average of the pass-through rates of the Swap-IO
REMIC Interests (other than the SWR-P, SWR-40 Year Reserve and
SWR-A-R Interests) treating each “B” Interest the
cardinal number of which (for example, SW-7B, SW-8B, SW-9B, etc.)
is not less than the ordinal number of the Distribution Date
(seventh Distribution Date, eighth Distribution Date, ninth
Distribution Date, etc.) as capped at a rate equal to the product
of (i) 2 and (ii) LIBOR.
|
|
(3)
|
This Strip
REMIC Interest pays no interest.
|
|
(4)
|
This Strip
REMIC Interest has a principal balance that is initially equal to
100% of the Overcollateralized Amount. Principal
payments, both scheduled and prepaid, Realized Losses and
Subsequent Recoveries attributable to the Swap-IO REMIC Interests
held by the Strip REMIC will be allocated to this class to maintain
its size relative to the Overcollateralized Amount.
|
|
(5)
|
For each
Distribution Date, the STR-C-Swap-IO Interest is entitled to
receive from each Swap REMIC “B” Interest the cardinal
number of which (for example, SW-7B, SW-8B, SW-9B, etc.) is not
less than the ordinal number of the Distribution Date (seventh
Distribution Date, eighth Distribution Date, ninth Distribution
Date, etc.) the interest accruing on such interest in excess of a
per annum rate equal to the product of (i) 2 and (ii)
LIBOR.
|
|
(6)
|
The STR-C-40
Year IO Interest is entitled to all amounts payable with respect to
the SWR-40 Year Reserve Interest.
|
|
(7)
|
The STR-P
Interest is entitled to all amounts payable with respect to the
SWR-P Interest. It pays no interest.
|
|
(8)
|
The STR-A-R
Interest is the sole class of residual interest in the Strip
REMIC. It has no principal balance and pays no principal
or interest.
|
On each Distribution Date, the Interest Funds
and the Principal Distribution Amount payable with respect to the
Swap-IO Interests shall be payable with respect to the Strip REMIC
Interests in the following manner:
(1) Interest
. Interest is to be distributed with respect to each
Strip REMIC Interest at the rate, or according to the formulas,
described above.
(2) Principal
. Principal Distribution Amounts shall be allocated
among the Strip REMIC Interests as described
above.
(3) Prepayment Penalties . All
Prepayment Charges are allocated to the STR-P Interest.
The following table specifies the class
designation, interest rate, and principal amount for each class of
Master REMIC Interest:
|
|
|
Original Certificate
Principal Balance
|
|
|
|
|
|
$272,850,000
|
|
(1)
|
|
|
|
$247,191,000
|
|
(1)
|
|
|
|
$84,897,000
|
|
(1)
|
|
|
|
$152,794,000
|
|
(1)
|
|
|
|
$44,768,000
|
|
(1)
|
|
|
|
Original Certificate
Principal Balance
|
|
|
|
|
|
$45,500,000
|
|
(1)
|
|
|
|
$42,000,000
|
|
(1)
|
|
|
|
$15,500,000
|
|
(1)
|
|
|
|
$14,500,000
|
|
(1)
|
|
|
|
$14,500,000
|
|
(1)
|
|
|
|
$10,000,000
|
|
(1)
|
|
|
|
$12,000,000
|
|
(1)
|
|
|
|
$9,500,000
|
|
(1)
|
|
|
|
(2)
|
|
(3)
|
|
|
|
$100.00
|
|
(4)
|
|
|
|
$100.00
|
|
(5)
|
|
(1)
|
The
Certificates will accrue interest at the related Pass-Through Rates
identified in this Agreement. For federal income tax
purposes, including the computation of the Class C Distributable
Amount and entitlement to Net Rate Carryover, the Pass-Through Rate
in respect of each Class 1-A Certificate, Class 2-A Certificate and
Class M Certificate will be subject to a cap equal to the Strip
REMIC Cap rather than its applicable Net Rate Cap.
|
|
(2)
|
For federal
income tax purposes, the Class C Certificates will be treated as
having a Certificate Principal Balance equal to the
Overcollateralized Amount.
|
|
(3)
|
For each
Interest Accrual Period the Class C Certificates are entitled to an
amount (the “Class C Distributable Amount”) equal to
the sum of (a) the interest payable on the STR-C-Swap-IO Interest,
(b) the interest payable on the STR-C-OC Interest, (c) the interest
payable on the STR-C-40 Year IO Interest and (d) a specified
portion of the interest payable on the Strip REMIC Regular
Interests (other than the STR-$100, STR-C-OC, STR-C-Swap-IO,
STR-C-40 Year IO and STR-P Interests) equal to the excess of the
Strip REMIC Cap over the weighted average interest rate of the
Strip REMIC Regular Interests (other than the STR-$100, STR-C-OC,
STR-C-Swap-IO, STR-C-40 Year IO and STR-P Interests) with each such
Class subject to a cap equal to the Pass-Through Rate of the
Corresponding Master REMIC Class. The Pass-Through Rate
of the Class C Certificates shall be a rate sufficient to entitle
it to an amount equal to all interest accrued on the Mortgage Loans
less the interest accrued on the other interests issued by the
Master REMIC. The Class C Distributable Amount for any
Distribution Date is payable from current interest on the Mortgage
Loans and any related Overcollateralization Reduction Amount for
that Distribution Date.
|
|
(4)
|
For each
Distribution Date the Class P Certificates are entitled to all
Prepayment Charges distributed with respect to the STR-P
Interest.
|
|
(5)
|
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 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 Target Schedule : Schedule III hereto.
40-Year Mortgage Loan : A Mortgage Loan with an original
term to maturity of 40 years.
40-Year Reserve Rate : As defined in the Preliminary
Statement.
Acceptable Bid Amount : Either (i) a bid equal to or
greater than the Minimum Auction Amount or (ii) the highest bid
submitted by a Qualified Bidder in an auction if the Directing
Certificateholder agrees to pay the related Auction Supplement
Amount.
Account : Any Escrow Account, the Carryover
Reserve Fund, the Certificate Account, the Distribution Account,
the Pre-Funding Account, the Capitalized Interest Account, the
Principal Reserve Fund, the Swap Account, the Final Maturity
Reserve Fund 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.
Additional Designated Information
: As defined in Section
11.02.
Adjusted Mortgage Rate : As to each Mortgage Loan, the
related Mortgage Rate less the related Servicing Fee
Rate.
Adjusted Net Mortgage Rate
: As to each Mortgage
Loan, the related Mortgage Rate less the related Expense Fee
Rate.
Adjusted Replacement Upfront Amount
: As defined in Section
3.21.
Adjustment Date : As to each Mortgage Loan, each date
on which the related Mortgage Rate is subject to adjustment, as
provided in the related Mortgage Note.
Advance : The aggregate of the advances
required to be made by the Master Servicer with respect to any
Distribution Date pursuant to Section 4.01, the amount of any such
advances being equal to the aggregate of payments of principal of,
and interest on the Stated Principal Balance of, the Mortgage Loans
(net of the Servicing Fees) that were due on the related Due Date
and not received by the Master Servicer as of the close of business
on the related Determination Date including an amount equivalent to
interest on the Stated Principal Balance of each Mortgage Loan as
to which the related Mortgaged Property is an REO Property or as to
which the related Mortgaged Property has been liquidated but such
Mortgage Loan has not yet become a Liquidated Mortgage Loan;
provided, however, that the net monthly rental income (if any) from
such REO Property deposited in the Certificate Account for such
Distribution Date pursuant to Section 3.12 may be used to offset
such Advance for the related REO Property; provided, further, that
for the avoidance of doubt, no Advances shall be required to be
made in respect of any Liquidated Mortgage Loan.
Agreement : This Pooling and Servicing
Agreement and any and all amendments or supplements hereto made in
accordance with the terms herein.
Amount Held for Future Distribution
: As to any Distribution
Date, the aggregate amount held in the Certificate Account at the
close of business on the 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 any Loan Group or Loan Groups, the amount, if
any, by which, the aggregate Certificate Principal Balance of the
Class(es) of Certificates listed opposite such Loan Group(s) in the
following table (after all distributions of principal on such
Distribution Date) exceeds the sum of (x) the aggregate Stated
Principal Balance of the Mortgage Loans in such Loan Group(s) for
such Distribution Date and (y) the amount on deposit in the
Pre-Funding Account in respect of such Loan Group(s); provided,
however, that an Applied Realized Loss Amount will not exist for a
Class of Class A Certificates unless the Certificate Principal
Balances of the Subordinate Certificates have been reduced to
zero.
|
Loan
Group(s)
|
Class(es) of
Certificates
|
|
|
|
|
1 and 2
|
Interest-Bearing
|
|
1
|
1-A
|
|
2
|
2-A
|
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.
Auction Supplement Amount
: As defined in Section
9.04(c).
Bankruptcy Code : Title 11 of the United States
Code.
Bid Determination Date : As defined in Section
9.04(b).
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 banking institutions in the
State of New York or California or the city in which the Corporate
Trust Office of the Trustee is located are authorized or obligated
by law or executive order to be closed.
Capitalized Interest Account
: The separate Eligible Account
designated as such and created and maintained by the Trustee
pursuant to Section 3.05(e). The Capitalized Interest
Account shall be treated as an “outside reserve fund”
under applicable Treasury regulations and shall not be part of any
REMIC. Except as provided in Section 3.05(e), any
investment earnings on the amounts on deposit in the Capitalized
Interest Account shall be treated as owned by the Depositor and
shall be taxable to the Depositor.
Capitalized Interest Deposit
: $299,560.34.
Capitalized Interest Release Amount
: With respect to any
Subsequent Transfer Date, an amount equal to the product of (1) the
sum of (a) the Trustee Fee Rate and (b) the weighted average
Adjusted Net Mortgage Rate of the Mortgage Loans (excluding any
Subsequent Mortgage Loans conveyed to the Trust Fund during the
calendar month in which such Subsequent Transfer Date occurs) as of
the first day of the Due Period beginning in the month in which
such Subsequent Transfer Date occurs (after giving effect to
Principal Prepayments received during the Prepayment Period, if
any, that ends during such Due Period), (2) the Subsequent Transfer
Date Transfer Amount for such Subsequent Transfer Date and (3) a
fraction, the numerator of which is the number of calendar months
in the period beginning with the calendar month in which such
Subsequent Transfer Date occurs and ending with the calendar month
containing the latest date on which the Funding Period could end,
and the denominator of which is 12.
Capitalized Interest Requirement
: With respect to each
Funding Period Distribution Date, 1/12 of the product of (1) the
sum of (a) the Trustee Fee Rate and (b) the weighted average
Adjusted Net Mortgage Rate of the Mortgage Loans (excluding any
Subsequent Mortgage Loans conveyed to the Trust Fund during the
calendar month preceding such Distribution Date) as of the first
day of the related Due Period (after giving effect to Principal
Prepayments received during the Prepayment Period, if any, that
ends during such Due Period) and (2) the amount on deposit in the
Pre-Funding Account as of the last day of the calendar month
preceding such Funding Period Distribution Date (or, if the Funding
Period ended during such calendar month, as of the last day of the
Funding Period).
Carryover Reserve Fund : The separate Eligible Account
created and initially maintained by the Trustee pursuant to Section
4.07 in the name of the Trustee for the benefit of the
Certificateholders and designated “The Bank of New York in
trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2007-6”. 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-13, Exhibit B,
Exhibit C, Exhibit D and Exhibit E.
Certificate Account : The separate Eligible Account
created and initially maintained by the Master Servicer pursuant to
Section 3.05(b) with 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 2007-6”. Funds
in the Certificate Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Certificate Owner : With respect to a Book-Entry
Certificate, the person that is the beneficial owner of such
Book-Entry Certificate.
Certificate Principal Balance
: As to any Certificate
(other than the Class C Certificates) and as of any Distribution
Date, the Initial Certificate Principal Balance of such Certificate
(A) less the sum of (i) all amounts distributed with respect to
such Certificate in reduction of the Certificate Principal Balance
thereof on previous Distribution Dates pursuant to Section 4.04(b)
and (ii) any Applied Realized Loss Amounts allocated to such
Certificate on previous Distribution Dates pursuant to Section
4.04(h), and (B) increased by any Subsequent Recoveries allocated
to such Certificate pursuant to Section 4.04(i) 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 the
product of the Percentage Interest evidenced by such Certificate
and the Certificate Principal Balance of such Class.
Certificate Register : The register maintained pursuant to
Section 5.02 hereof.
Certificateholder or Holder
: The person in whose
name a Certificate is registered in the Certificate Register
(initially, Cede & Co., as nominee for the Depository, in the
case of any Class of 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 1-A Certificate : Any Certificate designated as a
“Class 1-A Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to distributions
as set forth herein.
Class 1-A Corridor Contract
: With respect to the
Class 1-A Certificates, 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 1-A Net Rate Cap : For any Distribution Date, the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans
in Loan Group 1 as of the first day of the related Due Period
(after giving effect to Principal Prepayments received during the
Prepayment Period that ends during such Due Period), adjusted to an
effective rate reflecting the calculation of interest on the basis
of the actual number of days elapsed during the related Accrual
Period and a 360-day year, minus a fraction, expressed as a
percentage, the numerator of which is (a) the product of (x) the
sum of (1) the sum of the Net Swap Payment payable to the Swap
Counterparty with respect to such Distribution Date and the Final
Maturity Reserve Deposit for such Distribution Date times a
fraction, the numerator of which is 360 and the denominator of
which is the actual number of days in the related Accrual Period
and (2) any Swap Termination Payment payable to the Swap
Counterparty for such Distribution Date (other than a Swap
Termination Payment due to a Swap Counterparty Trigger Event) and
(y) a fraction, the numerator of which is the Interest Funds for
Loan Group 1 for such Distribution Date, and the denominator of
which is the Interest Funds for Loan Group 1 and Loan Group 2 for
such Distribution Date, and the denominator of which is (b) the sum
of the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Group 1 as of the first day of the related Due Period (after
giving effect to Principal Prepayments received during the
Prepayment Period that ends during such Due Period) plus any
amounts on deposit in the Pre-Funding Account in respect of Loan
Group 1 as of the first day of that Due Period.
Class 1-A Principal Distribution
Amount : With
respect to any Distribution Date, the product of (x) the Class A
Principal Distribution Target Amount and (y) a fraction, the
numerator of which is the Principal Remittance Amount for Loan
Group 1 and the denominator of which is the Principal Remittance
Amount for both Loan Groups.
Class 2-A-1 Certificate : Any Certificate designated as a
“Class 2-A-1 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to distributions
as set forth herein.
Class 2-A-2 Certificate : Any Certificate designated as a
“Class 2-A-2 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to distributions
as set forth herein.
Class 2-A-3 Certificate : Any Certificate designated as a
“Class 2-A-3 Certificate” on the face thereof, in the
form of Exhibit A-4 hereto, representing the right to distributions
as set forth herein.
Class 2-A-4 Certificate : Any Certificate designated as a
“Class 2-A-4 Certificate” on the face thereof, in the
form of Exhibit A-5 hereto, representing the right to distributions
as set forth herein.
Class 2-A Certificates : The Class 2-A-1, Class 2-A-2, Class
2-A-3 and Class 2-A-4 Certificates collectively.
Class 2-A Corridor Contract
: With respect to the
Class 2-A Certificates, 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-A Net Rate Cap : For any Distribution Date, the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans
in Loan Group 2 as of the first day of the related Due Period
(after giving effect to Principal Prepayments received during the
Prepayment Period that ends during such Due Period), adjusted to an
effective rate reflecting the calculation of interest on the basis
of the actual number of days elapsed during the related Accrual
Period and a 360-day year, minus a fraction, expressed as a
percentage, the numerator of which is (a) the product of (x) the
sum of (1) the sum of the Net Swap Payment payable to the Swap
Counterparty with respect to such Distribution Date and the Final
Maturity Reserve Deposit for such Distribution Date times a
fraction, the numerator of which is 360 and the denominator of
which is the actual number of days in the related Accrual Period
and (2) any Swap Termination Payment payable to the Swap
Counterparty for such Distribution Date (other than a Swap
Termination Payment due to a Swap Counterparty Trigger Event) and
(y) a fraction, the numerator of which is the Interest Funds for
Loan Group 2 for such Distribution Date, and the denominator of
which is the Interest Funds for Loan Group 1 and Loan Group 2 for
such Distribution Date, and the denominator of which is (b) the sum
of the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Group 2 as of the first day of the related Due Period (after
giving effect to Principal Prepayments received during the
Prepayment Period that ends during such Due Period) plus any
amounts on deposit in the Pre-Funding Account in respect of Loan
Group 2 as of the first day of that Due Period.
Class 2-A Principal Distribution
Amount : With
respect to any Distribution Date, the product of (x) the Class A
Principal Distribution Target Amount and (y) a fraction, the
numerator of which is the Principal Remittance Amount for Loan
Group 2 and the denominator of which is the Principal Remittance
Amount for both Loan Groups.
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.
Class A Certificate : Any Class 1-A or Class 2-A
Certificate.
Class A Principal Distribution Target
Amount : With
respect to any Distribution Date, the excess of (1) the aggregate
Certificate Principal Balance of the Class A Certificates
immediately prior to such Distribution Date, over (2) the lesser of
(x) 60.50% of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date and (y) the aggregate
Stated Principal Balance of the Mortgage Loans for such
Distribution Date minus the OC Floor.
Class C Certificate : Any Certificate designated as
a “Class C Certificate” on the face thereof, in the
form of Exhibit C hereto, representing the right to distributions
as set forth herein.
Class C Distributable Amount
: As defined in the
Preliminary Statement.
Class M-1 Certificate : Any Certificate designated as a
“Class M-1 Certificate” on the face thereof, in the
form of Exhibit A-6 hereto, representing the right to distributions
as set forth herein.
Class M-2 Certificate : Any Certificate designated as a
“Class M-2 Certificate” on the face thereof, in the
form of Exhibit A-7 hereto, representing the right to distributions
as set forth herein.
Class M-3 Certificate : Any Certificate designated as a
“Class M-3 Certificate” on the face thereof, in the
form of Exhibit A-8 hereto, representing the right to distributions
as set forth herein.
Class M-4 Certificate : Any Certificate designated as a
“Class M-4 Certificate” on the face thereof, in the
form of Exhibit A-9 hereto, representing the right to distributions
as set forth herein.
Class M-5 Certificate : Any Certificate designated as a
“Class M-5 Certificate” on the face thereof, in the
form of Exhibit A-10 hereto, representing the right to
distributions as set forth herein.
Class M-6 Certificate : Any Certificate designated as a
“Class M-6 Certificate” on the face thereof, in the
form of Exhibit A-11 hereto, representing the right to
distributions as set forth herein.
Class M-7 Certificate : Any Certificate designated as a
“Class M-7 Certificate” on the face thereof, in the
form of Exhibit A-12 hereto, representing the right to
distributions as set forth herein.
Class M-8 Certificate : Any Certificate designated as a
“Class M-8 Certificate” on the face thereof, in the
form of Exhibit A-13 hereto, representing the right to
distributions as set forth herein.
Class P Certificate : Any Certificate designated as a “Class P
Certificate” on the face thereof, in the form of Exhibit B
hereto, representing the right to distributions as set forth
herein.
Class P Principal Distribution Date
: The first Distribution
Date that occurs after the end of the latest Prepayment Charge
Period for all Mortgage Loans that have a Prepayment Charge
Period.
Closing Date : March 30, 2007.
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.
Compensating Interest : With respect to each Loan Group and
any Distribution Date, an amount equal to the lesser of (x)
one-half of the Servicing Fee for the Mortgage Loans in that Loan
Group for the related Due Period and (y) the aggregate Prepayment
Interest Shortfalls for the Mortgage Loans in that Loan Group for
such Distribution Date.
Confirmation : The confirmation, reference number
Global Deal ID: 2968086, 2968087, with a trade date of March 28,
2007 evidencing a transaction between the Corridor Contract
Counterparty and CHL relating to the Class 1-A Corridor Contract,
the confirmation, reference number Global Deal ID: 2968088,
2968089, with a trade date of March 28, 2007 evidencing a
transaction between the Corridor Contract Counterparty and CHL
relating to the Class 2-A Corridor Contract, the confirmation,
reference number Global Deal ID: 2968090, 2968091, with a trade
date of March 28, 2007 evidencing a transaction between the
Corridor Contract Counterparty and CHL relating to the Subordinate
Corridor Contract and the confirmation, reference number Global
Deal ID: 2967983, with a trade date of March 28, 2007 evidencing a
transaction between the Swap Counterparty and CHL relating to the
Swap Contract, as applicable.
Corporate Trust Office : The designated office of the
Trustee in the State of New York where at any particular time its
corporate trust business with respect to this Agreement shall be
administered, which office at the date of the execution of this
Agreement is located at 101 Barclay Street, Floor 4W, New York, New
York 10286 (Attention: Corporate Trust MBS
Administration), telephone: (212) 815-3236, facsimile: (212)
815-3986.
Corridor Contract : The Class 1-A Corridor Contract,
Class 2-A Corridor Contract or 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
: The Bank of New York,
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
: Lehman Brothers Special
Financing Inc. and its successors.
Corridor Contract Termination Date
: The Distribution Date
occurring in September 2007.
Co-Trustee : The Bank of New York Trust Company,
N.A., a national banking association, 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.
Covered Mortgage Loan : A Mortgage Loan listed on the
Mortgage Loan Schedule as being covered by the Mortgage Insurance
Policy.
Credit Bureau Risk Score : A statistical credit score obtained
by CHL in connection with the origination of a Mortgage
Loan.
Cumulative Loss Trigger Event
: With respect to a Distribution
Date on or after the Stepdown Date, a Cumulative Loss Trigger Event
will be in effect if (x) the aggregate amount of Realized Losses on
the Mortgage Loans from the Cut-off Date for each such Mortgage
Loan to (and including) the last day of the related Due Period
(reduced by the aggregate amount of any Subsequent Recoveries
received through the last day of that Due Period) exceeds (y) the
applicable percentage, for such Distribution Date, of the sum of
the aggregate Cut-off Date Principal Balance of the Initial
Mortgage Loans and the Pre-Funded Amount, as set forth
below:
|
Distribution
Date
|
Percentage
|
|
|
|
|
April 2009
— March 2010
|
1.40% with
respect to April 2009, plus an additional 1/12th of 1.75% for each
month thereafter through March 2010
|
|
April 2010
— March 2011
|
3.15% with
respect to April 2010, plus an additional 1/12th of 1.80% for each
month thereafter through March 2011
|
|
April 2011
— March 2012
|
4.95% with
respect to April 2011, plus an additional 1/12th of 1.40% for each
month thereafter through March 2012
|
|
April 2012
— March 2013
|
6.35% with
respect to April 2012, plus an additional 1/12th of 0.75% for each
month thereafter through March 2013
|
|
April 2013 and
thereafter
|
7.10%
|
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.
Cut-off Date : When used with respect to any
Mortgage Loan the “Cut-off Date” shall mean the Initial
Cut-off Date or the related Subsequent Cut-off Date, as the case
may be.
Cut-off Date Principal Balance
: As to any Mortgage
Loan, the unpaid principal balance thereof as of the close of
business on the Cut-off Date after application of all payments of
principal due on or prior to the Cut-off Date, whether or not
received, and all Principal Prepayments received on or prior to the
Cut-off Date, but without giving effect to any installments of
principal received in respect of Due Dates after the Cut-off
Date.
Debt Service Reduction : With respect to any Mortgage Loan,
a reduction by a court of competent jurisdiction in a proceeding
under the Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan that became final and non-appealable, except such a
reduction resulting from a Deficient Valuation or any other
reduction that results in a permanent forgiveness of
principal.
Deficient Valuation : With respect to any Mortgage Loan,
a valuation by a court of competent jurisdiction of the Mortgaged
Property in an amount less than the then outstanding indebtedness
under such Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that
results in a permanent forgiveness of principal, which valuation or
reduction results from an order of such court that is final and
non-appealable in a proceeding under the Bankruptcy
Code.
Definitive Certificates : As defined in Section
5.06.
Delay Delivery Mortgage Loans
: (i) The Initial
Mortgage Loans identified on the schedule of Mortgage Loans hereto
set forth on Exhibit F-2 hereof for which all or a portion of a
related Mortgage File is not delivered to the 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 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 in each Loan Group,
not later than the Closing Date and with respect to at least 10% of
the Subsequent Mortgage Loans in each Loan Group 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 in each Loan Group, 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 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.
Delinquency Trigger Event
: With respect to any Distribution
Date on or after the Stepdown Date, a Delinquency Trigger Event
will be in effect if the Rolling Sixty-Day Delinquency Rate for
Outstanding Mortgage Loans equals or exceeds the product of (x) the
Senior Enhancement Percentage for such Distribution Date and (y)
the applicable percentage listed below for the most senior Class of
Interest-Bearing Certificates:
|
Class
|
Percentage
|
|
|
|
|
A
|
40.00%
|
|
M-1
|
51.97%
|
|
M-2
|
71.82%
|
|
M-3
|
83.60%
|
|
M-4
|
98.75%
|
|
M-5
|
120.61%
|
|
M-6
|
142.34%
|
|
M-7
|
181.61%
|
|
M-8
|
232.35%
|
Denomination : With respect to each Certificate,
the amount set forth on the face thereof as the “Initial
Certificate Balance of this Certificate” or, if not the
foregoing, the Percentage Interest appearing on the face thereof,
as applicable.
Depositor : CWABS, Inc., a Delaware
corporation, or its successor in interest.
Depository : The initial Depository shall be The
Depository Trust Company, the nominee of which is Cede & Co.,
or any other organization registered as a “clearing
agency” pursuant to Section 17A of the Securities Exchange
Act of 1934, as amended. The Depository shall initially
be the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a
“clearing corporation” as defined in Section
8-102(a)(5) of the Uniform Commercial Code of the State of New
York.
Depository Agreement : With respect to the Book-Entry
Certificates, the agreement among the Depositor and the initial
Depository, dated as of the Closing Date, substantially in the form
of Exhibit O.
Depository Participant : A broker, dealer, bank or other
financial institution or other person for whom from time to time a
Depository effects book-entry transfers and pledges of securities
deposited with the Depository.
Determination Date : With respect to any Distribution
Date, the 15 th day of the month of such Distribution
Date or, if such 15 th day is not a Business Day, the
immediately preceding Business Day.
Directing Certificateholder
: As defined in Section
9.04(a).
Distribution Account : The separate Eligible Account
created and maintained by the Trustee pursuant to Section 3.05(c)
in the name of the Trustee for the benefit of the
Certificateholders and designated “The Bank of New York, in
trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2007-6”. Funds in the
Distribution Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Distribution Account Deposit Date
: As to any Distribution
Date, 1:00 p.m. Pacific time on the Business Day immediately
preceding such Distribution Date.
Distribution Date : The 25th day of each month, or if
such day is not a Business Day, the first Business Day thereafter,
commencing in April 2007.
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 i |