Exhibit 4.1
EXECUTION COPY
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CWABS, INC.,
Depositor
COUNTRYWIDE HOME LOANS, INC.,
Seller
PARK MONACO INC.,
Seller
PARK SIENNA LLC,
Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
Master Servicer
and
THE BANK OF NEW
YORK
Trustee
--------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2005
--------------------------------
ASSET-BACKED CERTIFICATES, SERIES 2005-9
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<PAGE>
<TABLE>
<CAPTION>
Table of Contents
-----------------
Page
!----
ARTICLE I. DEFINITIONS
8
<S>
<C>
<C>
Section 1.01 Defined
Terms...................................................................................8
Section 1.02 Certain
Interpretive
Provisions................................................................47
ARTICLE II. CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
48
Section 2.01 Conveyance
of Mortgage
Loans...................................................................48
Section 2.02 Acceptance
by Trustee of the Mortgage
Loans....................................................55
Section 2.03
Representations, Warranties and Covenants of the Master Servicer
and the Sellers...............60
Section 2.04
Representations and Warranties of the
Depositor................................................79
Section 2.05 Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases................80
Section 2.06
Authentication and Delivery of
Certificates....................................................81
Section 2.07 Covenants
of the Master
Servicer...............................................................81
ARTICLE III. ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
81
Section 3.01 Master
Servicer to Service Mortgage
Loans......................................................81
Section 3.02
Subservicing; Enforcement of the Obligations of Master
Servicer................................83
Section 3.03 Rights of
the Depositor, the
Sellers, the
Certificateholders,
the NIM Insurer and the
Trustee in Respect of the Master
Servicer......................................................84
Section 3.04 Trustee to
Act as Master
Servicer..............................................................84
Section 3.05 Collection
of Mortgage Loan Payments; Certificate Account; Distribution Account;
Pre-Funding Account; Seller Shortfall Interest
Requirement.....................................85
Section 3.06 Collection
of Taxes, Assessments and Similar Items; Escrow
Accounts............................88
Section 3.07 Access to
Certain Documentation and Information Regarding the Mortgage
Loans...................89
Section 3.08 Permitted
Withdrawals from the
Certificate Account,
Distribution
Account, Carryover
Reserve Fund and the Principal Reserve
Fund....................................................89
Section 3.09
[Reserved].....................................................................................92
Section 3.10
Maintenance of Hazard
Insurance................................................................92
Section 3.11
Enforcement of Due-On-Sale Clauses; Assumption
Agreements......................................93
Section 3.12
Realization Upon
Defaulted Mortgage Loans; Determination of Excess Proceeds and
Realized Losses; Repurchase of Certain Mortgage
Loans..........................................94
Section 3.13 Trustee to
Cooperate; Release of Mortgage
Files................................................98
Section 3.14 Documents,
Records and Funds in Possession of Master Servicer to be Held for the
Trustee........................................................................................99
Section 3.15 Servicing
Compensation.........................................................................99
Section 3.16 Access to
Certain
Documentation...............................................................100
Section 3.17 Annual
Statement as to
Compliance.............................................................100
i
<PAGE>
Section 3.18 Annual
Independent Public Accountants' Servicing Statement; Financial
Statements..............100
Section 3.19 The
Corridor
Contracts........................................................................101
Section 3.20 Prepayment
Charges............................................................................101
ARTICLE IV. DISTRIBUTIONS AND ADVANCES BY
THE MASTER SERVICER
102
Section 4.01 Advances;
Remittance
Reports..................................................................102
Section 4.02 Reduction
of Servicing Compensation in Connection with Prepayment Interest
Shortfalls.........104
Section 4.03
[Reserved]....................................................................................104
Section 4.04
Distributions.................................................................................104
Section 4.05 Monthly
Statements to
Certificateholders......................................................112
Section 4.06
[Reserved]....................................................................................115
Section 4.07
[Reserved]....................................................................................115
Section 4.08 Carryover
Reserve
Fund........................................................................115
Section 4.09 Credit
Comeback Excess
Account................................................................116
ARTICLE V. THE CERTIFICATES
117
Section 5.01 The
Certificates..............................................................................117
Section 5.02
Certificate Register; Registration of Transfer and Exchange of
Certificates...................118
Section 5.03 Mutilated,
Destroyed, Lost or Stolen
Certificates.............................................122
Section 5.04 Persons
Deemed
Owners.........................................................................122
Section 5.05 Access to
List of Certificateholders' Names and
Addresses.....................................122
Section 5.06 Book-Entry
Certificates.......................................................................123
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
125
Section 6.01 Respective
Liabilities of the Depositor, the Master Servicer and the
Sellers..................125
Section 6.02 Merger or
Consolidation of the Depositor, the Master Servicer or the
Sellers..................125
Section 6.03 Limitation
on Liability of the
Depositor, the
Sellers, the Master
Servicer, the NIM
Insurer and
Others............................................................................125
Section 6.04 Limitation
on Resignation of Master
Servicer..................................................126
Section 6.05 Errors and
Omissions Insurance; Fidelity
Bonds................................................126
ARTICLE VII. DEFAULT; TERMINATION OF MASTER
SERVICER
127
Section 7.01 Events of
Default.............................................................................127
Section 7.02 Trustee to
Act; Appointment of
Successor......................................................129
Section 7.03
Notification to
Certificateholders............................................................130
ii
<PAGE>
ARTICLE VIII. CONCERNING THE TRUSTEE
130
Section 8.01 Duties of
Trustee.............................................................................130
Section 8.02 Certain
Matters Affecting the
Trustee.........................................................132
Section 8.03 Trustee
Not Liable for Mortgage
Loans.........................................................133
Section 8.04 Trustee
May Own
Certificates..................................................................133
Section 8.05 Master
Servicer to Pay Trustee's Fees and
Expenses............................................133
Section 8.06
Eligibility Requirements for
Trustee..........................................................134
Section 8.07
Resignation and Removal of
Trustee............................................................134
Section 8.08 Successor
Trustee.............................................................................135
Section 8.09 Merger or
Consolidation of
Trustee............................................................136
Section 8.10
Appointment of Co-Trustee or Separate
Trustee.................................................136
Section 8.11 Tax
Matters...................................................................................137
Section 8.12
[Reserved]....................................................................................140
Section 8.13 Access to
Records of the
Trustee..............................................................140
Section 8.14 Suits for
Enforcement.........................................................................140
ARTICLE IX. TERMINATION
140
Section 9.01
Termination upon Liquidation or Repurchase of all Mortgage
Loans..............................140
Section 9.02 Final
Distribution on the
Certificates........................................................141
Section 9.03 Additional
Termination
Requirements...........................................................142
ARTICLE X. MISCELLANEOUS PROVISIONS
143
Section 10.01
Amendment.....................................................................................143
Section 10.02 Recordation of
Agreement;
Counterparts........................................................145
Section 10.03 Governing
Law.................................................................................145
Section 10.04 Intention of
Parties..........................................................................146
Section 10.05
Notices.......................................................................................146
Section 10.06 Severability of
Provisions....................................................................147
Section 10.07
Assignment....................................................................................147
Section 10.08 Limitation on
Rights of
Certificateholders....................................................148
Section 10.09 Inspection and
Audit
Rights...................................................................148
Section 10.10 Certificates
Nonassessable and Fully
Paid.....................................................149
Section 10.11 Rights of NIM
Insurer.........................................................................149
iii
</TABLE>
<PAGE>
Exhibits
EXHIBIT A-1
Form of
Class 1-A-1 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
Form of
Class 2-A-4 Certificate
EXHIBIT A-6
Form of
Class 2-A-4M Certificate
EXHIBIT A-7
Form of
Class 2-A-5 Certificate
EXHIBIT A-8
Form of
Class M-1 Certificate
EXHIBIT A-9
Form of
Class M-2 Certificate
EXHIBIT A-10
Form
of Class M-3 Certificate
EXHIBIT A-11
Form
of Class M-4 Certificate
EXHIBIT A-12
Form
of Class M-5 Certificate
EXHIBIT A-13
Form
of Class M-6 Certificate
EXHIBIT A-14
Form
of Class M-7 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 (Class A-R)
EXHIBIT F
Mortgage Loan Schedule
EXHIBIT F-1
List of
Mortgage Loans
EXHIBIT F-2
Mortgage
Loans for which All or a Portion of a Related
Mortgage File is not Delivered to the Trustee on
or prior to the Closing Date
EXHIBIT G
Forms of Certification of Trustee
EXHIBIT G-1
Form of
Initial Certification of Trustee
EXHIBIT G-2
Form of
Interim Certification of Trustee
EXHIBIT G-3
Form of
Delay Delivery Certification
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
Form of Corridor Contracts
EXHIBIT Q-1
Form of Class
1-A-1 Corridor Contract
EXHIBIT Q-2
Form of
Class 2-A Corridor Contract
EXHIBIT Q-3
Form of
Subordinate Corridor Contract
EXHIBIT R
Form of Corridor Contract Administration Agreement
EXHIBIT S
Form of Corridor Contract Assignment Agreement
iv
<PAGE>
EXHIBIT T
Officer's Certificate with respect to Prepayments
SCHEDULE I
Prepayment Charge Schedule and Prepayment Charge Summary
SCHEDULE II
Collateral
Schedule
v
<PAGE>
POOLING AND SERVICING AGREEMENT, dated as of September 1,
2005, by and among CWABS, INC., a Delaware
corporation, as depositor (the
"Depositor"), COUNTRYWIDE HOME LOANS, INC.,
a New York corporation, as a 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"), and THE BANK OF
NEW YORK, a New York banking corporation,
as trustee.
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby
conveyed to the Trustee in return for the
Certificates. The Trust Fund
(excluding the Credit Comeback Excess
Account, the Carryover Reserve Fund, the
assets held in the Pre-Funding Account and
the Trust Fund's rights with respect
to payments received under the Corridor
Contracts) for federal income tax
purposes will consist of four REMICs
("REMIC 1," "REMIC 2," "REMIC 3" and the
"Master REMIC"). Each Certificate, other
than the Class A-R Certificate, will
represent ownership of one or more regular
interests in the Master REMIC for
purposes of the REMIC Provisions. The Class
A-R Certificate represents ownership
of the sole class of residual interest in
"REMIC 1," "REMIC 2," "REMIC 3" and
the Master REMIC. The Master REMIC will
hold as assets the several classes of
uncertificated REMIC 3 Interests. Each
REMIC 3 Interest (other than the R-3-R
Interest) is hereby designated as a regular
interest in REMIC 3. REMIC 3 will
hold as assets the several classes of REMIC
2 Interests (other than the R-2-R
Interest). Each REMIC 2 Interest (other
than the R-2-R Interest) is hereby
designated as a regular interest in REMIC
2. REMIC 2 will hold as assets the
several classes of REMIC 1 Interests (other
than the R-1-R Interest). Each REMIC
1 Interest (other than the R-1-R Interest)
is hereby designated as a regular
interest in REMIC 1. REMIC 1 will hold as
assets all property of the Trust Fund
(excluding the Credit Comeback Excess
Account, the Carryover Reserve Fund, the
assets held in the Pre-Funding Account and
the Trust Fund's rights with respect
to payments received under the Corridor
Contracts). The latest possible maturity
date of all REMIC regular interests created
in this Agreement shall be the
Latest Possible Maturity Date.
REMIC 1:
The REMIC 1 Interests will have the principal balances,
pass-through rates and Corresponding Loan
Groups as set forth below.
Corresponding
REMIC 1 Interests
Initial Balance Pass-Through Rate
Loan
Group
------------------------ ---------------
-----------------
----------
R-1-1-I................. (1)
(6)
1
R-1-1-S................. (2)
(7)
1
R-1-2-I................. (1)
(6)
2
R-1-2-S................. (2)
(7)
2
R-1-X................... (3)
(8)
1 and 2
R-1-P................... (4)
(4)
N/A
R-1-R................... (5)
(5)
N/A
R-1-1-I................. (1)
(6)
1
1
<PAGE>
------------------
(1) The
principal balance of each REMIC 1 Interest having an "I"
designation is the principal balance of all the Initial Mortgage
Loans
in the Corresponding Loan Group.
(2) The
principal balance of each REMIC 1 Interest having an "S"
designation is the principal balance of all the Subsequent
Mortgage
Loans in the Corresponding Loan Group.
(3) This REMIC
1 Interest pays no principal.
(4) The R-1-P
Interest is entitled to all Prepayment Charges collected with
respect to the Mortgage Loans - in Loan Group 1 and Loan Group 2.
It
pays no interest.
(5) The R-1-R
Interest is the sole class of residual interest in REMIC 2.
It has no principal balance and pays no principal or interest.
(6) The
interest rate for this REMIC 1 Interest with respect to any
Distribution Date (and the related Accrual Period) through the
Distribution Date in December 2005 is a per annum rate equal to
the
weighted average of the Adjusted Net Mortgage Rates of the
Initial
Mortgage Loans in the Corresponding Loan Group. For any
Distribution
Date (and the related Accrual Period) following the Distribution
Date
in December 2005, the interest rate for this REMIC 1 Interest is a
per
annum rate equal to the weighted average of the Adjusted Net
Mortgage
Rates of all the Mortgage Loans in the Corresponding Loan
Group.
(7) The
interest rate for this REMIC 1 Interest with respect to any
Distribution Date (and the related Accrual Period) through the
Distribution Date in December 2005 is a per annum rate equal to
0.00%.
For any Distribution Date (and the related Accrual Period)
following
the Distribution Date in December 2005, the interest rate for
this
REMIC 1 Interest is a per annum rate equal to the weighted average
of
the Adjusted Net Mortgage Rates of all the Mortgage Loans in
the
Corresponding Loan Group.
(8) For any
Distribution Date (and the related Accrual Period) through the
Distribution Date in December 2005, this REMIC 1 Interest is
entitled
to all the interest payable with respect to the Subsequent
Mortgage
Loans in the Corresponding Loan Group (or Groups). For any
Distribution
Date (and the related Accrual Period) following the Distribution
Date
in December
2005, the interest rate for this REMIC 1 Interest is a per
annum rate equal to 0.00%.
On each Distribution Date, the Interest Funds and the Principal
Distribution Amount of the Corresponding
Loan Groups shall be distributed with
respect to the REMIC 1 Interests in the
following manner:
(1) Interest. Interest is to be distributed with respect to each
REMIC
1 Interest at the rate, or according to the
formulas, described above.
(2) Principal. For any Distribution Date (and the related
Accrual
Period) through the Distribution Date in
December 2005, the Principal
Distribution Amount with respect to the
Initial Mortgage Loans in a Loan Group
shall be allocated to its corresponding "I"
REMIC 1 Interests, and the Principal
Distribution Amount with respect to the
Subsequent Mortgage Loans in a Loan
Group shall be allocated to its
corresponding "S" REMIC 1 Interests. For any
Distribution Date (and the related Accrual
Period) after the Distribution Date
in December 2005, the Principal
Distribution Amount with respect to all Mortgage
Loans in a Loan Group shall be allocated in
proportion to its corresponding
REMIC 1 Interests.
2
<PAGE>
REMIC 2:
The REMIC 2 Interests will have the principal balances,
pass-through
rates and Corresponding Loan Groups as set
forth below.
<TABLE>
<CAPTION>
Corresponding Loan
REMIC 2 Interests
Initial Balance
Pass-Through Rate
Group
--------------------------------------------
---------------
-----------------
------------------
<S>
<C>
<C>
<C>
R-2-A-1 (0.9% of SCB Group
1)...............
(1)
(2)
1
R-2-B-1 (0.1% of SCB Group
1)...............
(1)
(2)
1
R-2-C-1 (0.9% of ASCB Group
1)..............
(1)
(2)
1
R-2-D-1 (0.1% of ASCB Group
1)..............
(1)
(2)
1
R-2-E-1 (Excess of Group
1).................
(1)
(2)
1
R-2-A-2 (0.9% of SCB Group
2)...............
(1)
(3)
2
R-2-B-2 (0.1% of SCB Group
2)...............
(1)
(3)
2
R-2-C-2 (0.9% of ASCB Group
2)..............
(1)
(3)
2
R-2-D-2 (0.1% of ASCB Group
2)..............
(1)
(3)
2
R-2-E-2 (Excess of Group
2).................
(1)
(3)
2
R-2-P.......................................
$100
(4)
N/A
R-2-R.......................................
(5)
(5)
N/A
R-2-X.......................................
(6)
(7)
N/A
</TABLE>
------------------
(1) With
respect to the Variable Interests, each REMIC 2 Interest having
an
"R-2-A-" designation (each, an "R-2-A Interest") will have a
principal
balance initially equal to 0.9% of the Subordinate Component
Balance
("SCB") of its Corresponding Loan Group. Each REMIC 2 Interest
having
an "R-2-B-" designation (each, an "R-2-B Interest") will have a
principal balance initially equal to 0.1% of the SCB of its
Corresponding Loan Group. Each REMIC 2 Interest having an
"R-2-C-"
designation
(each, an "R-2-C Interest") will have a principal balance
initially equal to 0.9% of the Adjusted Subordinated Component
Balance
("ASCB") of its Corresponding Loan Group. Each REMIC 2 Interest
having
an "R-2-D-" designation (each, an "R-2-D Interest") will have a
principal balance initially equal to 0.1% of the ASCB of its
Corresponding Loan Group. The initial principal balance of each
REMIC 2
Interest having an "R-2-E-" designation (each, an "R-2-E
Interest")
will equal the excess of its Corresponding Loan Group over the
initial
aggregate principal balances of the R-2-A, R-2-B, R-2-C and
R-2-D
Interests corresponding to such Loan Group.
(2) A rate
equal to the weighted average of the pass-through rates of the
R-1-1-I and R-1-1-S Interests (the "Loan Group 1 Net Rate
Cap").
(3) A rate
equal to the weighted average of the pass-through rates of the
R-1-2-I and R-1-2-S Interests (the "Loan Group 2 Net Rate
Cap").
(4) The R-2-P
Interest is entitled to all amounts payable with respect to
the R-1-P Interest.. It pays no interest.
(5) The R-2-R
Interest is the sole class of residual interest in REMIC 2.
It has no principal balance and pays no principal or interest.
(6) This REMIC
2 Interest pays no principal.
(7) This REMIC
2 Interest is entitled to all amounts payable with respect
to the R-1-X Interest.
3
<PAGE>
On each Distribution Date, the Interest Funds and the Principal
Distribution Amounts payable with respect
to the REMIC 1 Interests shall be
payable with respect to the REMIC 2
Interests in the following manner:
(1) Interest. Interest is to be distributed with respect to each
REMIC
2 Interest at the rate, or according to the
formulas, described above.
(2) Principal if no Cross-Over Situation Exists. If no
Cross-Over
Situation exists, then the Principal
Distribution Amounts with respect to each
Loan Group will be payable to the Loan
Group's corresponding R-2-A, R-2-B, R-2-C
and R-2-D Interests so that the Interests
equal, respectively, 0.9% of the SCB,
0.1% of the SCB, 0.9% of the ASCB and 0.1%
of the ASCB, of the Loan Group, and
then to the Loan Group's corresponding
R-2-E Interest.
(3) Principal if a Cross-Over Situation Exists. If a Cross-Over
Situation exists with respect to the R-2-A
and R-2-B Interests then:
(a) if the
Calculation Rate in respect of the outstanding
R-2-A and R-2-B Interests is less than the
Subordinate Net Rate Cap, Principal
Relocation Payments will be made
proportionately to the outstanding R-2-A
Interests prior to any other principal
distributions from each Loan Group; and
(b) if the
Calculation Rate in respect of the outstanding
R-2-A and R-2-B Interests is greater than
the Subordinate Net Rate Cap,
Principal Relocation Payments will be made
proportionately to the outstanding
R-2-B Interests prior to any other
principal distributions from each Loan Group.
In each case, Principal Relocation Payments
will be made so as to cause the
Calculation Rate in respect of the
outstanding R-2-A and R-2-B Interests to
equal the Subordinate Net Rate Cap. With
respect to each Loan Group, if (and to
the extent that) the sum of (a) the
principal payments comprising the Principal
Distribution Amount payable for the related
Distribution Date and (b) the
Realized Losses, are insufficient to make
the necessary reductions of principal
on the R-2-A and R-2-B Interests, then
interest will be added to the Loan
Group's R-2-E Interest.
(c) The
outstanding aggregate R-2-A and R-2-B Interests
for the Loan Groups will not be reduced
below 1 percent of the excess of (i) the
aggregate outstanding Stated Principal
Balances of all Loan Groups as of the end
of any Due Period over (ii) the Senior
Certificates related to the Loan Groups
as of the related Distribution Date (after
taking into account distributions of
principal on such Distribution Date).
If (and to the extent that) the limitation
in paragraph (c) prevents the
distribution of principal to the R-2-A and
R-2-B Interests of a Loan Group, and
if the Loan Group's corresponding R-2-E
Interest has already been reduced to
zero, then the excess principal from that
Loan Group will be paid to the R-2-E
Interest of the other Loan Group, the
aggregate R-2-A and R-2-B Interests of
which are less than one percent of the
Subordinate Component Balance. If the
Loan Group of the corresponding R-2-E
Interest that receives such payment has a
Group Net Rate Cap below the Group Net Rate
Cap of the Loan Group making the
payment, then the payment will be treated
by REMIC 2 as a Realized Loss.
Conversely, if the Loan Group of the R-2-E
Interest that receives such payment
has a Group Net Rate Cap above the Group
Net Rate Cap of the Loan
4
<PAGE>
Group making the payment, then the payment
will be treated by REMIC 2 as a
reimbursement for prior Realized
Losses.
If a Cross-Over Situation exists with
respect to the R-2-C and R-2-D Interests
then:
(d) if the Calculation
Rate in respect of the outstanding
R-2-C and R-2-D Interests is less than the
Adjusted Subordinate Net Rate Cap,
Principal Relocation Payments will be made
proportionately to the R-2-C
Interests prior to any other principal
distributions from each such Loan Group;
and
(e) if the Calculation
Rate in respect of the outstanding
R-2-C and R-2-D Interests is greater than
the Adjusted Subordinate Net Rate Cap,
Principal Relocation Payments will be made
proportionately to the outstanding
R-2-D Interests prior to any other
principal distributions from each such Loan
Group.
In each case, Principal Relocation Payments
will be made so as to cause the
Calculation Rate in respect of the
outstanding R-2-C and R-2-D Interests to
equal the Adjusted Subordinate Net Rate
Cap. With respect to each Loan Group, if
(and to the extent that) the sum of (a) the
principal payments comprising the
Principal Distribution Amount payable for
the related Distribution Date and (b)
the Realized Losses, are insufficient to
make the necessary reductions of
principal on the R-2-C and R-2-D Interests,
then interest will be added to the
Loan Group's R-2-E Interest.
(f) The outstanding
aggregate R-2-C and R-2-D Interests
for all Loan Groups will not be reduced
below 1 percent of the excess of (i) the
aggregate outstanding Stated Principal
Balances of all Loan Groups as of the end
of any Due Period over (ii) the Senior
Certificates related to the Loan Groups
as of the related Distribution Date (after
taking into account distributions of
principal on such Distribution Date).
If (and to the extent that) the limitation
in paragraph (f) prevents the
distribution of principal to the R-2-C and
R-2-D Interests of a Loan Group, and
if the Loan Group's R-2-E Interest has
already been reduced to zero, then the
excess principal from that Loan Group will
be paid to the R-2-E Interests of the
other Loan Group, the aggregate R-2-C and
R-2-D Interests of which are less than
one percent of the Adjusted Subordinate
Component Balance. If the Loan Group of
the R-2-E Interest that receives such
payment has a Group Net Rate Cap below the
Group Net Rate Cap of the Loan Group making
the payment, then the payment will
be treated by REMIC 2 as a Realized Loss.
Conversely, if the Loan Group of the
R-2- E Interest that receives such payment
has a Group Net Rate Cap above the
Group Net Rate Cap of the Loan Group making
the payment, then the payment will
be treated by REMIC 2 as a reimbursement
for prior Realized Losses.
REMIC 3:
The REMIC 3 Regular Interests will have the principal
balances, pass-through rates and
Corresponding Classes of Certificates as set
forth in the following table:
5
<PAGE>
<TABLE>
<CAPTION>
Pass-Through
Corresponding Class of
REMIC 3
Interests
Initial Principal Balance
Rate
Certificates
------------------------------ -------------------------
------------
----------------------
<S>
<C>
<C>
<C>
R-3-1-A-1.....................
(1)
(2)
1-A-1
R-3-2-A-1.....................
(1)
(2)
2-A-1
R-3-2-A-2.....................
(1)
(2)
2-A-2
R-3-2-A-3.....................
(1)
(2)
2-A-3
R-3-M-1.......................
(1)
(2)
M-1
R-3-M-2.......................
(1)
(2)
M-2
R-3-M-3.......................
(1)
(2)
M-3
R-3-M-4.......................
(1)
(2)
M-4
R-3-M-5.......................
(1)
(2)
M-5
R-3-M-6.......................
(1)
(2)
M-6
R-3-M-7.......................
(1)
(2)
M-7
R-3-M-8.......................
(1)
(2)
M-8
R-3-B.........................
(1)
(2)
B
R-3-P.........................
$100
(3)
P
R-3-Accrual...................
(1)
(2)
N/A
R-3-R.........................
(4)
(4)
N/A
R-3-X.........................
(5)
(6)
N/A
</TABLE>
------------------
(1) This REMIC
3 Interest has a principal balance that is initially equal
to 50% of its Corresponding Certificate Class issued by the
Master
REMIC. Principal payments, both scheduled and prepaid, Realized
Losses,
Subsequent Recoveries and interest accruing on the R-3-Accrual
Interest
will be allocated to this class to maintain its size relative to
its
Corresponding Certificate Class (that is, 50%) with any excess
payments
of principal, Realized Losses and Subsequent Recoveries being
allocated
to the R-3-Accrual Interest in such manner as to cause the
principal
balance of the
R-3-Accrual Interest to have a principal balance equal
to (a) 50% of the Loan Group 1 and Loan Group 2 principal balances
plus
(b) 50% of the Overcollateralized Amount for such Distribution
Date.
(2) The
pass-through rate with respect to any Distribution Date (and
the
related Accrual Period) for this REMIC 3 Interest is a per annum
rate
equal to the weighted average of the Loan Group 1 Net Rate Cap and
the
Loan Group 2 Net Rate Cap (the "Pool Net Rate Cap").
(3) The R-3-P
Interest is entitled to all amounts collected with respect to
the R-2-P Interest. It pays no interest.
(4) The R-3-R
Interest is the sole class of residual interest in REMIC 3.
It has no principal balance and pays no principal or interest.
(5) This REMIC
3 Interest pays no principal.
(6) This REMIC
3 Interest is entitled to all amounts payable with respect
to the R-2-X Interest.
On each Distribution Date, the Interest Funds and the Principal
Distribution Amount payable with respect to
the REMIC 2 Interests shall be
payable with respect to the REMIC 3
Interests in the following manner:
6
<PAGE>
(1) Interest. Interest is to be distributed with respect to each
REMIC
3 Interest at the rate, or according to the
formulas, described above.
(2) Principal. Principal Distribution Amounts shall be allocated
among
the REMIC 3 Interests in the manner
described above.
The following table specifies the class designation, interest
rate, and principal amount for each class
of Master REMIC Interest:
Original Certificate
Class
Principal Balance
Pass-Through Rate
---------------------------------
--------------------
-----------------
Class 1-A-1......................
$529,470,000
(1)
Class 2-A-1......................
$219,084,000
(1)
Class 2-A-2......................
$53,566,000
(1)
Class 2-A-3......................
$37,000,000
(1)
Class 2-A-4......................
$143,552,000
(1)
Class 2-A-4M.....................
$15,950,000
(1)
Class 2-A-5......................
$83,628,000
(1)
Class M-1........................
$63,050,000
(1)
Class M-2........................
$76,700,000
(1)
Class M-3........................
$9,100,000
(1)
Class M-4........................
$18,850,000
(1)
Class M-5........................
$10,400,000
(1)
Class M-6........................
$7,150,000
(1)
Class M-7........................
$13,650,000
(1)
Class C..........................
(2)
(3)
Class P..........................
$100
(4)
Class A-R........................
$100
(5)
------------------
(1) The
Certificates will accrue interest at the related Pass-Through
Rates
identified in this Agreement. For federal income tax purposes, the
pass
through rate in respect of (i) the Class 1-A-1 Certificates will
be
subject to a cap equal to the Loan Group 1 Net Rate Cap, (ii) the
Class
2-A Certificates will be subject to a cap equal to the Loan Group 2
Net
Rate Cap, and (iii) the Subordinate Certificates will be subject to
a
cap equal to the lesser of the Subordinate Net Rate Cap and the
Adjusted Subordinate Net Rate Cap.
(2) The Class
C Certificates will have 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 R-3-X Interests and (b) a
specified
portion of the interest payable on the REMIC 3 Regular Interests
having
an "A," "M," "B" and "Accrual" designation in the column
entitled
"REMIC 3 Interests" equal to the excess of the Pool Net Rate Cap
over
the product of two and the weighted average interest rate of the
REMIC
3 Regular Interests having an "A," "M," "B" and "Accrual"
designation
with each such Class other than the Accrual Interest, subject to a
cap
and a floor equal to the Pass-Through Rate of the Corresponding
Master
REMIC Class and the Accrual Class subject to a cap of 0.00%.
The
Pass-Through Rate of the Class C Certificates shall be a rate
sufficient to entitle it to all
7
<PAGE>
interest accrued on the REMIC 1 Group and Group 2 Interests less
the
interest accrued on the A and M interests issued by the Master
REMIC .
The Class C Distributable Amount for any Distribution Date is
payable
from current interest on the Group 1 and Group 2 Mortgage Loans and
any
related OC Release Amount for that Distribution Date.
(4) For each
Distribution Date the Class P Certificates are entitled to all
amounts payable with respect to the R-3-P Interests.
(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
a REMIC regular interest, without creating
any shortfall--actual or potential
(other than for credit losses) to any REMIC
regular interest. It is not intended
that the Class A-R Certificates be entitled
to any cash flows pursuant to this
Agreement except as provided in Section
3.08(a) hereunder (that is, its
entitlement to $100).
ARTICLE I.
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise
requires, shall have the following
meanings:
Accrual Period: With respect to any Distribution Date and each
Class of Adjustable Rate Certificates, the
period commencing on the immediately
preceding Distribution Date (or, in the
case of the first Distribution Date, the
Closing Date) and ending on the day
immediately preceding such Distribution
Date. With respect to any Distribution Date
and the Class C Certificates, the
calendar month preceding the month in which
such Distribution Date occurs. All
calculations of interest on the Adjustable
Rate Certificates will be made on the
basis of the actual number of days elapsed
in the related Accrual Period and on
a 360 day year. All calculations of
interest on the Class C Certificates will be
made on the basis of a 360-day year
consisting of twelve 30-day months.
Adjustable Rate Certificates: The Class 1-A-1, Class 2-A and
Subordinate Certificates.
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 (for the avoidance of
doubt, excluding any Credit Comeback
Loans).
Adjusted Net Mortgage Rate: As to each Mortgage Loan, the
Mortgage Rate less the related Expense Fee
Rate.
Adjusted Subordinate Component Balance: With respect to any
Distribution Date and for each Loan Group,
(i) the principal balance of such
Loan Group as of the first day of the
8
<PAGE>
related Due Period (after giving effect to
Principal Prepayments received in the
Prepayment Period ending during such Due
Period) less (ii) the product of (a)
the Overcollateralized Amount and (b)(I)
the principal balance of such Loan
Group, divided by (II) the sum of the
principal balance of the Mortgage Loans,
as of the first day of the related Due
Period, less (iii) the aggregate
Certificate Principal Balance of the
related Classes of Senior Certificates in
either case immediately prior to such
Distribution Date.
Adjusted Subordinate Net Rate Cap: For each Distribution Date,
the weighted average of the Group 1 Net
Rate Cap and Group 2 Net Rate Cap
weighted on the basis of the respective
Adjusted Subordinate Component Balance
of their corresponding Loan Groups. For
federal income tax purposes, the
Adjusted Subordinate Net Rate Cap will be
the Calculation Rate in respect of the
Class C and Class D Interests in REMIC
2.
Adjustment Date: As to each Adjustable Rate Mortgage Loan,
each date on which the related Mortgage
Rate is subject to adjustment, as
provided in the related Mortgage Note.
Advance: The aggregate of the advances required to be made by
the Master Servicer with respect to any
Distribution Date pursuant to Section
4.01, the amount of any such advances being
equal to the aggregate of payments
of principal of, and interest on the Stated
Principal Balance of, the Mortgage
Loans (net of the Servicing Fees) that were
due on the related Due Date and not
received by the Master Servicer as of the
close of business on the related
Determination Date including an amount
equivalent to interest on the Stated
Principal Balance of each Mortgage Loan as
to which the related Mortgaged
Property is an REO Property or as to which
the related Mortgaged Property has
been liquidated but such Mortgage Loan has
not yet become a Liquidated Mortgage
Loan; provided, however, that the net
monthly rental income (if any) from such
REO Property deposited in the Certificate
Account for such Distribution Date
pursuant to Section 3.12 may be used to
offset such Advance for the related REO
Property; provided, further, that for the
avoidance of doubt, no Advances shall
be required to be made in respect of any
Liquidated Mortgage Loan.
Agreement: This Pooling and Servicing Agreement and any and
all amendments or supplements hereto made
in accordance with the terms herein.
Amount Held for Future Distribution: As to any Distribution
Date, the aggregate amount held in the
Certificate Account at the close of
business on the immediately preceding
Determination Date on account of (i) all
Scheduled Payments or portions thereof
received in respect of the Mortgage Loans
due after the related Due Date, (ii)
Principal Prepayments received in respect
of such Mortgage Loans after the last day
of the related Prepayment Period and
(iii) Liquidation Proceeds and Subsequent
Recoveries received in respect of such
Mortgage Loans after the last day of the
related Due Period.
Applied Realized Loss Amount: With respect to any Distribution
Date, the sum of the Realized Losses with
respect to the Mortgage Loans which
are to be applied in reduction of the
Certificate Principal Balances of the
Subordinate Certificates pursuant to this
Agreement, which shall equal the
amount, if any, by which the aggregate
Certificate Principal Balance of all
Certificates (after all distributions of
principal on such Distribution Date)
exceeds the sum of (x)
9
<PAGE>
the Stated Principal Balance of the
Mortgage Loans for such Distribution Date
and (y) the amount on deposit in the
Pre-Funding Account, if any.
Appraised Value: The appraised value of the Mortgaged Property
based upon the appraisal made for the
originator of the related Mortgage Loan by
an independent fee appraiser at the time of
the origination of the related
Mortgage Loan, or the sales price of the
Mortgaged Property at the time of such
origination, whichever is less, or with
respect to any Mortgage Loan originated
in connection with a refinancing, the
appraised value of the Mortgaged Property
based upon the appraisal made at the time
of such refinancing.
Bankruptcy Code: Title
11 of the United States Code.
Book-Entry Certificates: Any of the Certificates that shall be
registered in the name of the Depository or
its nominee, the ownership of which
is reflected on the books of the Depository
or on the books of a person
maintaining an account with the Depository
(directly, as a "Depository
Participant", or indirectly, as an indirect
participant in accordance with the
rules of the Depository and as described in
Section 5.06). As of the Closing
Date, each Class of Adjustable Rate
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 cities in which the
Corporate Trust Office of the Trustee is
located are authorized or obligated by law
or executive order to be closed.
Calculation Rate: For each Distribution Date, (a) in the case
of the Class A and Class B REMIC 2
Interests, the product of (i) 10 and (ii) the
weighted average rate of the outstanding
Class A and Class B Interests, treating
each Class A Interest as capped at zero or
reduced by a fixed percentage of 100%
of the interest accruing on such Class A
Interest, and (b) in the case of the
Class C and Class D REMIC 2 Interests, the
product of (i) 10 and (ii) the
weighted average rate of the outstanding
Class C and Class D Interests, treating
each Class A Interest as capped at zero or
reduced by a fixed percentage of 100%
of the interest accruing on such Class C
Interest.
Carryover Reserve Fund: The separate Eligible Account created
and initially maintained by the Trustee
pursuant to Section 4.08 in the name of
the Trustee for the benefit of the
Certificateholders and designated "The Bank
of New York in trust for registered Holders
of CWABS, Inc., Asset-Backed
Certificates, Series 2005-9". Funds in the
Carryover Reserve Fund shall be held
in trust for the Certificateholders for the
uses and purposes set forth in this
Agreement.
Certificate: Any one of the certificates of any Class executed
and authenticated by the Trustee in
substantially the forms attached hereto as
Exhibits A-1 through A-14, Exhibit B,
Exhibit C, Exhibit D and Exhibit E.
Certificate Account: The separate Eligible Account created and
initially maintained by the Master Servicer
pursuant to Section 3.05(b) with 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,
10
<PAGE>
Inc., Asset-Backed Certificates, Series
2005-9". 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, and (ii) with respect to the
Class 2-A-4M Certificates and any
Class of Subordinate Certificates, any
Applied Realized Loss Amounts allocated
to such Certificate on previous
Distribution Dates pursuant to Section 4.04(h),
and (B) increased by, with respect to the
Class 2-A-4M Certificates and any
Class of Subordinate Certificates, any
Subsequent Recoveries allocated to such
Class of 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.
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.
11
<PAGE>
Class 1-A-1 Certificate: Any Certificate designated as a
"Class 1-A-1 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-1 Corridor Contract: The transaction evidenced by
the related Confirmation (as assigned to
the Corridor Contract Administrator
pursuant to the Corridor Contract
Assignment Agreement), a form of which is
attached hereto as Exhibit Q-1.
Class 1-A-1 Corridor Contract Termination Date: With respect
to the Class 1-A-1 Corridor Contract, the
Distribution Date in February 2009.
Class 1-A-1 Net Rate Cap: With respect to any Distribution
Date, the weighted average Adjusted Net
Mortgage Rate of the Mortgage Loans in
Loan Group 1 for such Distribution Date,
adjusted to an effective rate
reflecting the calculation of interest on
the basis of the actual number of days
elapsed during the related Accrual Period
and a 360-day year.
Class 1-A-1 Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the
Senior Principal Distribution Target
Amount and (y) a fraction, the numerator of
which is the Class 1-A-1 Principal
Distribution Target Amount and the
denominator of which is the sum of the Class
1-A-1 Principal Distribution Target Amount
and Class 2-A Principal Distribution
Target Amount.
Class 1-A-1 Principal Distribution Target Amount: With respect
to any Distribution Date, the excess of (1)
the Certificate Principal Balance of
the Class 1-A-1 Certificates immediately
prior to such Distribution Date, over
(2) the lesser of (x) 66.50% of the
aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 1 for such
Distribution Date and (y) the aggregate
Stated Principal Balance of the Mortgage
Loans in Loan Group 1 for such
Distribution Date minus the OC Floor.
Class 2-A-4 and Class 2-A-4M Sequential Trigger Event: With
respect to any Distribution Date, (i) prior
to the Distribution Date in October
2008, if (x) the aggregate amount of
Realized Losses on the Mortgage Loans in
Loan Group 2 from the Initial Cut-off Date
to (and including) the last day of
the related Due Period (reduced by the
aggregate amount of any Subsequent
Recoveries related to the Mortgage Loans in
Loan Group 2 received through the
last day of that Due Period) exceeds (y)
2.50% of the sum of the aggregate
Initial Cut-off Date Principal Balance of
the Initial Mortgage Loans in Loan
Group 2 and the original Pre-Funded Amount
in respect to Loan Group 2 or (ii) on
or after the Distribution Date in October
2008, if a Trigger Event is in effect.
Class 2-A Certificate: Any Class 2-A-1 Certificate, Class
2-A-2 Certificate, Class 2-A-3 Certificate,
Class 2-A-4 Certificate, Class
2-A-4M Certificate or Class 2-A-5
Certificate.
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.
12
<PAGE>
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-4M Certificate: Any Certificate designated as a
"Class 2-A-4M Certificate" on the face
thereof, in the form of Exhibit A-6
hereto, representing the right to
distributions as set forth herein.
Class 2-A-5 Certificate: Any Certificate designated as a
"Class 2-A-5 Certificate" on the face
thereof, in the form of Exhibit A-7
hereto, representing the right to
distributions as set forth herein.
Class 2-A Corridor Contract: The transaction evidenced by the
related Confirmation (as assigned to the
Corridor Contract Administrator
pursuant to the Corridor Contract
Assignment Agreement), a form of which is
attached hereto as Exhibit Q-2.
Class 2-A Corridor Contract Termination Date: With respect to
the Class 2-A Corridor Contract, the
Distribution Date in July 2012.
Class 2-A Net Rate Cap: With respect to any Distribution Date,
the weighted average Adjusted Net Mortgage
Rate of the Mortgage Loans in Loan
Group 2 for such Distribution Date,
adjusted to an effective rate reflecting the
calculation of interest on the basis of the
actual number of days elapsed during
the related Accrual Period and a 360-day
year.
Class 2-A Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the
Senior Principal Distribution Target
Amount and (y) a fraction, the numerator of
which is the Class 2-A Principal
Distribution Target Amount and the
denominator of which is the sum of the Class
1-A-1 Principal Distribution Target Amount
and Class 2-A Principal Distribution
Target Amount.
Class 2-A Principal Distribution Target Amount: With respect
to any Distribution Date, the excess of (1)
the aggregate Certificate Principal
Balance of the Class 2-A Certificates
immediately prior to such Distribution
Date, over (2) the lesser of (x) 66.50% of
the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group
2 for such Distribution Date and (y)
the aggregate Stated Principal Balance of
the Mortgage Loans in Loan Group 2 for
such Distribution Date minus the OC
Floor.
Class A-R Certificate: Any Certificate designated as a "Class
A-R Certificate" on the face thereof, in
the form of Exhibit D hereto,
representing the right to distributions as
set forth herein.
13
<PAGE>
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-8 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-9 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-10 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-11 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-12 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-13 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-14 hereto,
representing the right to distributions as
set forth herein.
Class P Certificate: Any Certificate designated as a "Class P
Certificate" on the face thereof, in the
form of Exhibit B hereto, representing
the right to distributions as set forth
herein.
Class P Principal Distribution Date: The first Distribution
Date that occurs after the end of the
latest Prepayment Charge Period for all
Mortgage Loans that have a Prepayment
Charge Period.
Closing Date:
September 28, 2005.
Code: The Internal Revenue Code of 1986, including any
successor or amendatory provisions.
Collateral Schedule:
Schedule II hereto.
14
<PAGE>
Compensating Interest: With respect to the Mortgage Loans in
each Loan Group and any Distribution Date,
an amount equal to the lesser of (x)
one-half of the Servicing Fee for such
Mortgage Loans for the related Due Period
and (y) the aggregate Prepayment Interest
Shortfalls for such Mortgage Loans for
such Distribution Date.
Confirmation: Any of the Confirmations with a trade date of
August 19, 2005 evidencing a transaction
between the Corridor Contract
Counterparty and CHL relating to the
Corridor Contracts.
Corporate Trust Office: The designated office of the Trustee
in the State of New York where at any
particular time its corporate trust
business with respect to this Agreement
shall be administered, which office at
the date of the execution of this Agreement
is located at 101 Barclay Street,
New York, New York 10286 (Attention:
Corporate Trust MBS Administration),
telephone: (212) 815-3236, facsimile: (212)
815-3986.
Corridor Contract: The Class 1-A-1 Corridor Contract, the
Class 2-A Corridor Contract or the
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 R.
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.
Corridor Contract Counterparty: JPMorgan Chase Bank, N.A., and
its successors.
Corridor Contract Termination Date: The Subordinate Corridor
Contract Termination Date, Class 1-A-1
Corridor Contract Termination Date and
Class 2-A Corridor Contract Termination
Date, as applicable.
Credit Bureau Risk Score: A statistical credit score obtained
by CHL in connection with the origination
of a Mortgage Loan.
Credit Comeback Excess Account: The separate Eligible Account
created and initially maintained by the
Trustee pursuant to Section 4.08 in the
name of the Trustee for the benefit of the
Certificateholders and designated
"The Bank of New York in trust for
registered Holders of CWABS, Inc.,
Asset-Backed Certificates, Series 2005-9".
Funds in the Credit Comeback Excess
Account shall be held in trust for the
Certificateholders for the uses and
purposes set forth in this Agreement.
Credit Comeback Excess Cashflow: With respect to any
Distribution Date, any amounts in the
Credit Comeback Excess Account available
for such Distribution Date.
15
<PAGE>
Credit Comeback Excess Amount: With respect to the Credit
Comeback Loans and any Master Servicer
Advance Date, the portion of the sum of
the following (without duplication)
attributable to the excess, if any, of the
actual mortgage rate on each Credit
Comeback Loan and the Mortgage Rate on such
Credit Comeback Loan: (i) all scheduled
interest collected during the related
Due Period with respect to the Credit
Comeback Loans, (ii) all interest on
Principal Prepayments received during the
related Prepayment Period with respect
to the Credit Comeback Loans, other than
Prepayment Interest Excess, (iii) all
Advances relating to interest with respect
to the Credit Comeback Loans, (iv)
all Compensating Interest with respect to
the Credit Comeback Loans and (v)
Liquidation Proceeds with respect to the
Credit Comeback Loans collected during
the related Due Period (to the extent such
Liquidation Proceeds relate to
interest), less all Nonrecoverable Advances
relating to interest reimbursed
during the related Due Period.
Credit Comeback Loan: Any Fixed Rate Mortgage Loan for which
the related Mortgage Rate is subject to
reduction (not exceeding 0.375% per
annum) for good payment history of
Scheduled Payments by the related Mortgagor.
Cross-Over Situation: For any Distribution Date and for each
Loan Group (after taking into account
principal distributions on such
Distribution Date) with respect to (1) the
Class A and Class B REMIC 2
Interests, a situation in which the Class A
and Class B Interests corresponding
to any Loan Group are in the aggregate less
than 1% of the Subordinate Component
Balance of the Loan Group to which they
correspond and (2) the Class C and Class
D REMIC 2 Interests, a situation in which
the Class C and Class D Interests
corresponding to any Loan Group are in the
aggregate less than 1% of the
Adjusted Subordinate Component Balance of
the Loan Group to which they
correspond.
Cumulative Loss Trigger Event: With respect to a Distribution
Date on or after the Stepdown Date the
aggregate amount of Realized Losses on
the Mortgage Loans from (and including) the
Cut-off Date for each 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 the applicable
percentage, as set forth below, for such
Distribution Date, of the sum of (x) the
aggregate Cut-off Date Principal
Balance of the Initial Mortgage Loans, and
(y) the Pre-Funded Amount:
<TABLE>
<CAPTION>
Distribution Date
Percentage
-----------------
----------
<S>
<C>
October 2008--September 2009............ 2.50% with respect to October
2008, plus
an additional 1/12th of 0.75% for each
month thereafter through September 2009
October 2009-- September 2010........... 3.25% with respect to October
2009, plus
an additional 1/12th of 0.75% for each
month thereafter through September 2010
October 2010-- September 2011........... 4.00% with respect to October
2010, plus
an additional 1/12th of 0.25% for each
month thereafter
16
<PAGE>
Distribution Date
Percentage
-----------------
----------
through September 2011
October 2011 and thereafter............. 4.25%
</TABLE>
Current Interest: With respect to each Class of Adjustable
Rate Certificates and each Distribution
Date, the interest accrued at the
applicable Pass-Through Rate for the
applicable Accrual Period on the
Certificate Principal Balance of such Class
immediately prior to such
Distribution Date, plus any amount
previously distributed with respect to
interest for such Class that is recovered
as a voidable preference by a trustee
in bankruptcy.
Cut-off Date: When used with respect to any Mortgage Loan "the
Cut-off Date" shall mean the related
Initial Cut-off Date or Subsequent Cut-off
Date, as applicable.
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
hereof.
Delay Delivery Mortgage Loans: (i) The Initial Mortgage Loans
identified on the schedule of Mortgage
Loans hereto set forth on Exhibit F-2
hereof for which all or a portion of a
related Mortgage File is not delivered to
the Trustee on or prior to the Closing
Date, and (ii) the Subsequent Mortgage
Loans identified on the schedule of
Subsequent Mortgage Loans set forth in Annex
A to each related Subsequent Transfer
Agreement for which all or a portion of
the related Mortgage File is not delivered
to the Trustee on or prior to the
related Subsequent Transfer Date. The
Depositor shall deliver (or cause delivery
of) the Mortgage Files to the Trustee: (A)
with respect to at least 50% of the
Initial Mortgage Loans, not later than the
Closing Date and with respect to at
least 10% of the Subsequent Mortgage Loans
conveyed on a Subsequent Transfer
Date, not later than such Subsequent
Transfer Date, (B) with respect to at
17
<PAGE>
least an additional 40% of the Initial
Mortgage Loans, not later than 20 days
after the Closing Date, and not later than
20 days after the relevant Subsequent
Transfer Date with respect to the remaining
Subsequent Mortgage Loans conveyed
on such Subsequent Transfer Date, and (C)
with respect to the remaining Initial
Mortgage Loans, not later than thirty days
after the Closing Date. To the extent
that Countrywide Home Loans, Inc. shall be
in possession of any Mortgage Files
with respect to any Delay Delivery Mortgage
Loan, until delivery to of such
Mortgage File to the Trustee as provided in
Section 2.01, Countrywide Home
Loans, Inc. shall hold such files as agent
and in trust for the Trustee.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced by a Replacement Mortgage
Loan.
Delinquency Trigger Event: With respect to a Distribution Date
on or after the Stepdown Date exists if the
Rolling Sixty-Day Delinquency Rate
for the 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 outstanding Adjustable Rate
Certificates:
Class
Percentage
---------------------------------
------------------
1-A-1 and 2-A....................
47.50%
Class M-1........................
66.86%
Class M-2........................
132.60%
Class M-3........................
150.12%
Class M-4........................
206.66%
Class M-5........................
260.86%
Class M-6........................
318.25%
Class M-7........................
548.71%
Delinquent: A Mortgage Loan is "delinquent" if any payment due
thereon is not made pursuant to the terms
of such Mortgage Loan by the close of
business on the day such payment is
scheduled to be due. A Mortgage Loan is "30
days delinquent" if such payment has not
been received by the close of business
on the corresponding day of the month
immediately succeeding the month in which
such payment was due, or, if there is no
such corresponding day (e.g., as when a
30-day month follows a 31-day month in
which a payment was due on the 31st day
of such month), then on the last day of
such immediately succeeding month.
Similarly for "60 days delinquent," "90
days delinquent" and so on.
Denomination: With respect to each Certificate, the amount set
forth on the face thereof as the "Initial
Certificate Balance of this
Certificate" or, if not the foregoing, the
Percentage Interest appearing on the
face thereof, as applicable.
Depositor: CWABS, Inc., a Delaware corporation, or its
successor in interest.
Depository: The initial Depository shall be The Depository
Trust Company, the nominee of which is Cede
& Co., or any other organization
registered as a "clearing agency" pursuant
to Section 17A of the Securities
Exchange Act of 1934, as amended. The
Depository shall initially be the
registered Holder of the Book-Entry
Certificates. The Depository shall at all
18
<PAGE>
times be a "clearing corporation" as
defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New
York.
Depository Agreement: With respect to the Book-Entry
Certificates, the agreement among the
Depositor, the Trustee and the initial
Depository, dated as of the Closing Date,
substantially in the form of Exhibit
O.
Depository Participant: A broker, dealer, bank or other
financial institution or other person for
whom from time to time a Depository
effects book-entry transfers and pledges of
securities deposited with the
Depository.
Determination Date: With respect to any Distribution Date, the
15th day of the month of such Distribution
Date or, if such 15th day is not a
Business Day, the immediately preceding
Business Day.
Distribution Account: The separate Eligible Account created
and maintained by the Trustee pursuant to
Section 3.05(c) in the name of the
Trustee for the benefit of the
Certificateholders and designated "The Bank of
New York, in trust for registered Holders
of CWABS, Inc., Asset-Backed
Certificates, Series 2005-9". Funds in the
Distribution Account shall be held in
trust for the Certificateholders for the
uses and purposes set forth in this
Agreement.
Distribution Account Deposit Date: As to any Distribution
Date, 1:00 p.m. Pacific time on the
Business Day immediately preceding such
Distribution Date.
Distribution Date: The 25th day of each month, or if such day
is not a Business Day, on the first
Business Day thereafter, commencing in
October 2005.
Due Date: With respect to any Mortgage Loan and Due Period,
the due date for Scheduled Payments of
interest and/or principal on that
Mortgage Loan occurring in such Due Period
as provided in the related Mortgage
Note.
Due Period: With respect to any Distribution Date, the period
beginning on the second day of the calendar
month preceding the calendar month
in which such Distribution Date occurs and
ending on the first day of the month
in which such Distribution Date occurs.
Eligible Account: Any of (i) an account or accounts maintained
with a federal or state chartered
depository institution or trust company, the
long-term unsecured debt obligations and
short-term unsecured debt obligations
of which (or, in the case of a depository
institution or trust company that is
the principal subsidiary of a holding
company, the debt obligations of such
holding company, if Moody's is not a Rating
Agency) are rated by each Rating
Agency in one of its two highest long-term
and its highest short-term rating
categories respectively, at the time any
amounts are held on deposit therein, or
(ii) an account or accounts in a depository
institution or trust company in
which such accounts are insured by the FDIC
(to the limits established by the
FDIC) and the uninsured deposits in which
accounts are otherwise secured such
that, as evidenced by an Opinion of Counsel
delivered to the Trustee and to each
Rating Agency, the Certificateholders have
a claim with respect to the funds in
such account or a perfected first priority
security interest against any
collateral (which shall be limited to
Permitted Investments)
19
<PAGE>
securing such funds that is superior to
claims of any other depositors or
creditors of the depository institution or
trust company in which such account
is maintained, or (iii) a trust account or
accounts maintained with the
corporate trust department of a federal or
state chartered depository
institution or trust company having capital
and surplus of not less than
$50,000,000, acting in its fiduciary
capacity or (iv) any other account
acceptable to the Rating Agencies without
reduction or withdrawal of their then
current ratings of the Certificates as
evidenced by a letter from each Rating
Agency to the Trustee. Eligible Accounts
may bear interest, and may include, if
otherwise qualified under this definition,
accounts maintained with the Trustee.
Eligible Repurchase Month: As defined in Section 3.12(d)
hereof.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment underwriting or private
placement that meets the applicable
requirements of the Underwriter's
Exemption.
ERISA-Restricted Certificates: The Class A-R Certificates,
Class P Certificates, Class C Certificates
and Certificates of any Class that
ceases to satisfy the applicable rating
requirement under the Underwriter's
Exemption.
Escrow Account: As
defined in Section 3.06 hereof.
Event of Default: As
defined in Section 7.01 hereof.
Excess Cashflow: With respect to any Distribution Date the sum
of (x) the amount remaining as set forth in
Section 4.04(a)(iii)(b) and the
amount remaining as set forth in Section
4.04(b)(1)(B)(ii) or 4.04(b)(2)(C), as
applicable and (y) the
Overcollateralization Reduction Amount for such
Distribution Date.
Excess Overcollateralization Amount: With respect to any
Distribution Date, is the excess, if any,
of the Overcollateralized Amount for
such Distribution Date over the
Overcollateralization Target Amount for such
Distribution Date.
Excess Proceeds: With respect to any Liquidated Mortgage Loan,
the amount, if any, by which the sum of any
Liquidation Proceeds and Subsequent
Recoveries are in excess of the sum of (i)
the unpaid principal balance of such
Liquidated Mortgage Loan as of the date of
liquidation of such Liquidated
Mortgage Loan plus (ii) interest at the
Mortgage Rate from the Due Date as to
which interest was last paid or advanced to
Certificateholders (and not
reimbursed to the Master Servicer) up to
the Due Date in the month in which
Liquidation Proceeds are required to be
distributed on the Stated Principal
Balance of such Liquidated Mortgage Loan
outstanding during each Due Period as
to which such interest was not paid or
advanced.
Expense Fee Rate: With respect to any Mortgage Loan, the sum
of (i) the Servicing Fee Rate, (ii) the
Trustee Fee Rate as provided herein and
(iii) with respect to any Mortgage Loan
covered by a lender paid mortgage
insurance policy, the related mortgage
insurance premium rate.
20
<PAGE>
Extra Principal Distribution Amount: With respect to any
Distribution Date and any Loan Group, is
the product of (a) the lesser of (1)
the Overcollateralization Deficiency Amount
and (2) the Excess Cashflow
available for payment thereof and (b) a
fraction, the numerator of which is the
Principal Remittance Amount for such Loan
Group and the denominator of which is
the sum of the Principal Remittance Amounts
for both Loan Groups.
Fannie Mae: The Federal National Mortgage Association, a
federally chartered and privately owned
corporation organized and existing under
the Federal National Mortgage Association
Charter Act, or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor thereto.
Fixed Rate Mortgage Loans: The Mortgage Loans identified in
the Mortgage Loan Schedule as having a
Mortgage Rate which is fixed for the life
of the related Mortgage and any Credit
Comeback Loans, including in each case
any Mortgage Loans delivered in replacement
thereof.
Freddie Mac: The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United
States created and existing under Title
III of the Emergency Home Finance Act of
1970, as amended, or any successor
thereto.
Funding Period: The period from the Closing Date to and
including the earlier to occur of (x) the
date the amount in the Pre-Funding
Account is less than $175,000 and (y)
November 14, 2005.
Gross Margin: The percentage set forth in the related Mortgage
Note for the Adjustable Rate Mortgage Loans
to be added to the Index for use in
determining the Mortgage Rate on each
Adjustment Date, and which is set forth in
the Mortgage Loan Schedule for the
Adjustable Rate Mortgage Loans.
Group 1 Mortgage Loans: The group of Mortgage Loans identified
in the related Mortgage Loan Schedule as
"Group 1 Mortgage Loans", including in
each case any Mortgage Loans delivered in
replacement thereof.
Group 1 Overcollateralization Reduction Amount: With respect
to any Distribution Date, is the
Overcollateralization Reduction Amount for such
Distribution Date multiplied by a fraction,
the numerator of which is (x) the
Principal Remittance Amount for Loan Group
1 for such Distribution Date, and the
denominator of which is (y) the aggregate
Principal Remittance Amount for Loan
Group 1 and Loan Group 2 for such
Distribution Date.
Group 1 Pre-Funded Amount: The portion of the Pre-Funded
Amount allocable for purchase of Subsequent
Mortgage Loans as Group 1 Mortgage
Loans on the Closing Date, which shall
equal $14.36.
Group 2 Mortgage Loans: The group of Mortgage Loans identified
in the related Mortgage Loan Schedule as
"Group 2 Mortgage Loans", including in
each case any Mortgage Loans delivered in
replacement thereof.
21
<PAGE>
Group 2 Overcollateralization Reduction Amount: With respect
to any Distribution Date, is the
Overcollateralization Reduction Amount for such
Distribution Date multiplied by a fraction,
the numerator of which is (x) the
Principal Remittance Amount for Loan Group
2 for such Distribution Date, and the
denominator of which is (y) the aggregate
Principal Remittance Amount for Loan
Group 1 and Loan Group 2 for such
Distribution Date.
Group 2 Pre-Funded Amount: The portion of the Pre-Funded
Amount allocable for purchase of Subsequent
Mortgage Loans as Group 2 Mortgage
Loans on the Closing Date, which shall
equal $269.93.
Group Net Rate Cap: With respect to Loan Group 1, the Loan
Group 1 Net Rate Cap and with respect to
Loan Group 2, the Loan Group 2 Net Rate
Cap.
Index: As to any Adjustable Rate Mortgage Loan on any
Adjustment Date related thereto, the index
for the adjustment of the Mortgage
Rate set forth as such in the related
Mortgage Note, such index in general being
the average of the London interbank offered
rates for six-month U.S. dollar
deposits in the London market, as set forth
in The Wall Street Journal, as most
recently announced as of a date 45 days
prior to such Adjustment Date or, if the
Index ceases to be published in The Wall
Street Journal or becomes unavailable
for any reason, then the Index shall be a
new index selected by the Master
Servicer, based on comparable
information.
Initial Adjustment Date: As to any Adjustable Rate Mortgage
Loan, the first Adjustment Date following
the origination of such Mortgage Loan.
Initial Certificate Account Deposit: An amount equal to the
aggregate of all amounts in respect of (i)
principal of the Initial Mortgage
Loans due after the Initial Cut-off Date
and received by the Master Servicer
before the Closing Date and not applied in
computing the Cut-off Date Principal
Balance thereof and (ii) interest on the
Initial Mortgage Loans due after the
Initial Cut-off Date and received by the
Master Servicer before the Closing
Date.
Initial Certificate Principal Balance: With respect to any
Certificate (other than the Class C
Certificates) the Certificate Principal
Balance of such Certificate or any
predecessor Certificate on the Closing Date.
Initial Cut-off Date: In the case of any Initial Mortgage
Loan, the later of (x) September 1, 2005
and (y) the date of origination of such
Mortgage Loan.
Initial Mortgage Loan: A Mortgage Loan conveyed to the Trustee
on the Closing Date pursuant to this
Agreement as identified on the Mortgage
Loan Schedule delivered to the Trustee on
the Closing Date.
Initial Mortgage Rate: As to each Adjustable Rate Mortgage
Loan, the Mortgage Rate in effect prior to
the Initial Adjustment Date.
Initial Periodic Rate Cap: With respect to each Adjustable
Rate Mortgage Loan, the percentage
specified in the related Mortgage Note that
limits the permissible increase or decrease
in the Mortgage Rate on its initial
Adjustment Date.
22
<PAGE>
Insurance Policy: With respect to any Mortgage Loan included
in the Trust Fund, any insurance policy,
including all riders and endorsements
thereto in effect with respect to such
Mortgage Loan, including any replacement
policy or policies for any Insurance
Policy.
Insurance Proceeds: Proceeds paid in respect of the Mortgage
Loans pursuant to any Insurance Policy or
any other insurance policy covering a
Mortgage Loan, to the extent such proceeds
are payable to the mortgagee under
the Mortgage, the Master Servicer or the
trustee under the deed of trust and are
not applied to the restoration of the
related Mortgaged Property or released to
the Mortgagor in accordance with the
procedures that the Master Servicer would
follow in servicing mortgage loans held for
its own account, in each case other
than any amount included in such Insurance
Proceeds in respect of Insured
Expenses and received prior to such
Mortgage Loan becoming a Liquidated Mortgage
Loan.
Insured Expenses: Expenses covered by an Insurance Policy or
any other insurance policy with respect to
the Mortgage Loans.
Interest Carry Forward Amount: With respect to each Class of
Adjustable Rate Certificates and each
Distribution Date, the excess of (i) the
Current Interest for such Class with
respect to prior Distribution Dates over
(ii) the amount actually distributed to
such Class with respect to interest on
such prior Distribution Dates.
Interest Determination Date: With respect to the first Accrual
Period for the Adjustable Rate
Certificates, October 25, 2005. With respect to
any Accrual Period for the Adjustable Rate
Certificates thereafter, the second
LIBOR Business Day preceding the
commencement of such Accrual Period.
Interest Funds: With respect to any Distribution Date and Loan
Group, the Interest Remittance Amount for
such Loan Group and Distribution Date,
less the portion of the Trustee Fee for
such Distribution Date allocable to such
Loan Group.
Interest Remittance Amount: With respect to the Mortgage Loans
in each Loan Group and any Master Servicer
Advance Date, (x) the sum, without
duplication, of (i) all scheduled interest
collected during the related Due
Period (for the avoidance of doubt, other
than Credit Comeback Excess Amounts)
with respect to the related Mortgage Loans
less the related Servicing Fee, (ii)
all interest on Principal Prepayments
received during the related Prepayment
Period with respect to such Mortgage Loans,
other than Prepayment Interest
Excess, (iii) all related Advances relating
to interest with respect to such
Mortgage Loans, (iv) all related
Compensating Interest with respect to such
Mortgage Loans, (v) Liquidation Proceeds
with respect to such Mortgage Loans
collected during the related Due Period (to
the extent such Liquidation Proceeds
relate to interest) and (vi) the related
Seller Shortfall Interest Requirement,
less (y) all reimbursements to the Master
Servicer during the related Due Period
for Advances of interest previously made
allocable to such Loan Group.
Investment Letter: As
defined in Section 5.02(b) hereof.
Latest Possible Maturity Date: The Distribution Date following
the third anniversary of the scheduled
maturity date of the Mortgage Loan having
the latest scheduled maturity date as of
the Cut-off Date.
23
<PAGE>
LIBOR Business Day: Any day on which banks in the City of
London, England and New York City, U.S.A.
are open and conducting transactions
in foreign currency and exchange.
Liquidated Mortgage Loan: With respect to any Distribution
Date, a defaulted Mortgage Loan that has
been liquidated through deed-in-lieu of
foreclosure, foreclosure sale, trustee's
sale or other realization as provided
by applicable law governing the real
property subject to the related Mortgage
and any security agreements and as to which
the Master Servicer has certified in
the related Prepayment Period that it has
received all amounts it expects to
receive in connection with such
liquidation.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or
complete liquidation of Mortgage
Loans, whether through trustee's sale,
foreclosure sale or otherwise or amounts
received in connection with any
condemnation or partial release of a Mortgaged
Property and any other proceeds received in
connection with an REO Property
received in connection with or prior to
such Mortgage Loan becoming a Liquidated
Mortgage Loan, less the sum of related
Excess Proceeds, unreimbursed Advances,
Servicing Fees and Servicing Advances.
Loan Group: Either of
Loan Group 1 or Loan Group 2.
Loan Group 1: The
Group 1 Mortgage Loans.
Loan Group 2: The
Group 2 Mortgage Loans.
Loan Number and Borrower Identification Mortgage Loan
Schedule: With respect to any Subsequent
Transfer Date, the Loan Number and
Borrower Identification Mortgage Loan
Schedule delivered in connection with such
Subsequent Transfer Date pursuant to
Section 2.01(f) hereof. Each Loan Number
and Borrower Identification Mortgage Loan
Schedule shall contain the information
specified in the definition of "Mortgage
Loan Schedule" with respect to the
Subsequent Mortgage Loans conveyed on such
Subsequent Transfer Date, and each
Loan Number and Borrower Identification
Mortgage Loan Schedule shall be deemed
to be included in the Mortgage Loan
Schedule.
Loan-to-Value Ratio: The fraction, expressed as a percentage,
the numerator of which is the original
principal balance of the related Mortgage
Loan and the denominator of which is the
Appraised Value of the related
Mortgaged Property.
Majority Holder: The Holders of Certificates evidencing at
least 51% of the Voting Rights allocated to
such Class of Certificates.
Margin: With respect to any Accrual Period and Class of
Adjustable Rate Certificates, the per annum
rate indicated in the following
table:
-------------------------------------------------------
Class
Margin (1) Margin (2)
-------------------------------------------------------
Class 1-A-1......... 0.255%
0.510%
-------------------------------------------------------
Class 2-A-1......... 0.100%
0.200%
-------------------------------------------------------
Class 2-A-2......... 0.190%
0.380%
-------------------------------------------------------
24
<PAGE>
-------------------------------------------------------
Class 2-A-3......... 0.290%
0.580%
-------------------------------------------------------
Class 2-A-4......... 0.280%
0.560%
-------------------------------------------------------
Class 2-A-4M........
0.380%
0.760%
-------------------------------------------------------
Class 2-A-5......... 0.400%
0.800%
-------------------------------------------------------
Class M-1........... 0.520%
0.780%
-------------------------------------------------------
Class M-2........... 0.650%
0.975%
-------------------------------------------------------
Class M-3........... 0.750%
1.125%
-------------------------------------------------------
Class M-4........... 1.000%
1.500%
-------------------------------------------------------
Class M-5........... 1.100%
1.650%
-------------------------------------------------------
Class M-6........... 1.400%
2.100%
-------------------------------------------------------
Class M-7........... 3.000%
4.500%
-------------------------------------------------------
(1) For any
Accrual Period relating to any Distribution Date occurring on
or prior to the Optional Termination Date.
(2) For any
Accrual Period relating to any Distribution Date occurring
after the Optional Termination Date.
Master Servicer: Countrywide Home Loans Servicing LP, a Texas
limited partnership, and its successors and
assigns, in its capacity as master
servicer hereunder.
Master Servicer Advance Date: As to any Distribution Date, the
Business Day immediately preceding such
Distribution Date.
Master Servicer Prepayment Charge Payment Amount: The amounts
(i) payable by the Master Servicer in
respect of any Prepayment Charges waived
other than in accordance with the standard
set forth in the first sentence of
Section 3.20(a) hereof, or (ii) collected
from the Master Servicer in respect of
a remedy for the breach of the
representation made by CHL set forth in Section
3.20(c) hereof.
Maximum Mortgage Rate: With respect to each Adjustable Rate
Mortgage Loan, the maximum rate of interest
set forth as such in the related
Mortgage Note.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under
the laws of the State of Delaware, or
any successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on
the MERS(R) System.
MERS(R) System: The system of recording transfers of mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage
Loan.
Minimum Mortgage Rate: With respect to each Adjustable Rate
Mortgage Loan, the minimum rate of interest
set forth as such in the related
Mortgage Note.
Modified Mortgage Loan: As defined in Section 3.12(a)
hereof.
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MOM Loan: Any Mortgage Loan, as to which MERS is acting as
mortgagee, solely as nominee for the
originator of such Mortgage Loan and its
successors and assigns.
Monthly Statement: The statement delivered to the
Certificateholders pursuant to Section 4.05
hereof.
Moody's: Moody's
Investors Service, Inc. and its successors.
Mortgage: The mortgage, deed of trust or other instrument
creating a first lien on or first priority
ownership interest in an estate in
fee simple in real property securing a
Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01
hereof pertaining to a particular Mortgage
Loan and any additional documents
delivered to the Trustee to be added to the
Mortgage File pursuant to this
Agreement.
Mortgage Loan Schedule: The list of Mortgage Loans (as from
time to time amended by the Master Servicer
to reflect the deletion of
Liquidated Mortgage Loans and Deleted
Mortgage Loans and the addition of (x)
Replacement Mortgage Loans pursuant to the
provisions of this Agreement and (y)
Subsequent Mortgage Loans pursuant to the
provisions of this Agreement and any
Subsequent Transfer Agreement) transferred
to the Trustee as part of the Trust
Fund and from time to time subject to this
Agreement, attached hereto as Exhibit
F-1, setting forth in the following
information with respect to each Mortgage
Loan:
(i) the loan number;
(ii) the Loan Group;
(iii) the Appraised Value;
(iv) the Initial Mortgage Rate;
(v) the maturity date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the first payment date of the Mortgage Loan;
(ix) the Scheduled Payment in effect as of the
Cut-off Date;
(x) the Loan-to-Value Ratio at origination;
(xi) a code indicating whether the residential
dwelling at the time of origination was represented to be
owner-occupied;
(xii) a code indicating whether the residential
dwelling is either (a) a detached single family dwelling, (b)
a two family residential property, (c) a three
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family residential property, (d) a four family residential
property, (e) planned unit development, (f) a low rise
condominium unit, (g) a high rise condominium unit or (h)
manufactured housing;
(xiii) a code indicating whether such Mortgage Loan
is a Credit Comeback Loan;
(xiv) [Reserved];
(xv) [Reserved];
(xvi) the purpose of the Mortgage Loan;
(xvii) with respect to each Adjustable Rate Mortgage
Loan:
(a) the frequency of each Adjustment Date;
(b) the next Adjustment Date;
(c) the Maximum Mortgage Rate;
(d) the Minimum Mortgage Rate;
(e) the Mortgage Rate as of the Cut-off Date;
(f) the related Initial Periodic Rate Cap and
Subsequent Periodic Rate Cap; and
(g) the Gross Margin;
(xviii) a code indicating whether the Mortgage Loan
is a CHL Mortgage Loan, a Park Monaco
Mortgage Loan or a Park Sienna Mortgage Loan;
(xix) the
premium rate for any lender-paid mortgage
insurance, if applicable; and
(xx) a
code indicating whether the Mortgage Loan
is a Fixed Rate Mortgage Loan or
an Adjustable Rate Mortgage Loan.
Such schedule shall also set forth the
total of the amounts described under
(vii) above for all of the Mortgage Loans
and for each Loan Group. The Mortgage
Loan Schedule shall be deemed to include
each Loan Number and Borrower
Identification Mortgage Loan Schedule
delivered pursuant to Section 2.01(f)
hereof and all the related Subsequent
Mortgage Loans and Subsequent Mortgage
Loan information included therein.
Mortgage Loans: Such of the Group 1 Mortgage Loans and Group 2
Mortgage Loans transferred and assigned to
the Trustee pursuant to the
provisions hereof and any Subsequent
Transfer Agreement as from time to time are
held as part of the Trust Fund
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(including any REO Property), the mortgage
loans so held being identified in the
Mortgage Loan Schedule, notwithstanding
foreclosure or other acquisition of
title of the related Mortgaged Property.
Any mortgage loan that was intended by
the parties hereto to be transferred to the
Trust Fund as indicated by such
Mortgage Loan Schedule which is in fact not
so transferred for any reason,
including a breach of the representation
contained in Section 2.02 hereof, shall
continue to be a Mortgage Loan hereunder
until the Purchase Price with respect
thereto has been paid to the Trust
Fund.
Mortgage Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of
a Mortgagor under a Mortgage Loan.
Mortgage Pool: The aggregate of the Mortgage Loans identified
in the Mortgage Loan Schedule.
Mortgage Rate: The annual rate of interest borne by a Mortgage
Note from time to time; provided, however,
the Mortgage Rate for each Credit
Comeback Loan shall be treated for all
purposes of payments on the Certificates,
including the calculation of the
Pass-Through Rates and the applicable Net Rate
Cap, as reduced by 0.375% on the Due Date
following the end of each of the first
four annual periods after the origination
date, irrespective of whether the
Mortgagor qualifies for the reduction by
having a good payment history.
Mortgaged Property: The underlying property securing a
Mortgage Loan.
Mortgagor: The
obligors on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, and at any time,
the per annum rate equal to the Mortgage
Rate less the Servicing Fee Rate.
Net Rate Cap: (i) With respect to the Class 1-A-1
Certificates, the Class 1-A-1 Net Rate Cap,
(ii) with respect to the Class 2-A
Certificates, the Class 2-A Net Rate Cap
and (iii) with respect to the
Subordinate Certificates, the Subordinate
Net Rate Cap.
Net Rate Carryover: With respect to any Class of Adjustable
Rate Certificates and any Distribution
Date, the sum of (A) the excess of (i)
the amount of interest that such Class
would otherwise have accrued for such
Distribution Date had the Pass-Through Rate
for such Class and the related
Accrual Period not been determined based on
the applicable Net Rate Cap, over
(ii) the amount of interest accrued on such
Class at the applicable Net Rate Cap
for such Distribution Date and (B) the Net
Rate Carryover for such Class for all
previous Distribution Dates not previously
paid pursuant to Section 4.04 hereof,
together with interest thereon at the then
applicable Pass-Through Rate for such
Class, without giving effect to the
applicable Net Rate Cap.
NIM Insurer: Any insurer guarantying at the request of CHL
certain payments under notes backed or
secured by the Class C or Class P
Certificates.
Nonrecoverable Advance: Any portion of an Advance previously
made or proposed to be made by the Master
Servicer that, in the good faith
judgment of the Master
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Servicer, will not or, in the case of a
current delinquency, would not, be
ultimately recoverable by the Master
Servicer from the related Mortgagor,
related Liquidation Proceeds or
otherwise.
Non-United States Person : A Person that is not a citizen or
resident of the United States, a
corporation, partnership, or other entity
(treated as a corporation or a partnership
for federal income tax purposes)
created or organized in or under the laws
of the United States, any state
thereof or the District of Columbia, an
estate whose income from sources without
the United States is includible in gross
income for United States federal income
tax purposes regardless of its connection
with the conduct of a trade or
business within the United States, or a
trust if a court within the United
States is able to exercise primary
supervision over the administration of the
trust and one or more United States persons
have authority to control all
substantial decisions of the trustor.
OC Floor: With respect to any Distribution Date, an amount
equal to 0.50% of the sum of the aggregate
Cut-off Date Principal Balance of the
Initial Mortgage Loans and the original
Pre-Funded Amount.
Officer's Certificate: A certificate (i) in the case of the
Depositor, signed by the Chairman of the
Board, the Vice Chairman of the Board,
the President, a Managing Director, a Vice
President (however denominated), an
Assistant Vice President, the Treasurer,
the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the
Depositor, (ii) in the case of the
Master Servicer, signed by the President,
an Executive Vice President, a Vice
President, an Assistant Vice President, the
Treasurer, or one of the Assistant
Treasurers or Assistant Secretaries of
Countrywide GP, Inc., its general partner
or (iii) if provided for in this Agreement,
signed by a Servicing Officer, as
the case may be, and delivered to the
Depositor and the Trustee, as the case may
be, as required by this Agreement.
One-Month LIBOR: With respect to any Accrual Period for the
Adjustable Rate Certificates, the rate
determined by the Trustee on the related
Interest Determination Date on the basis of
the rate for U.S. dollar deposits
for one month that appears on Telerate
Screen Page 3750 as of 11:00 a.m. (London
time) on such Interest Determination Date;
provided that the parties hereto
acknowledge that One-Month LIBOR calculated
for the first Accrual Period for the
Adjustable Rate Certificates shall equal
3.83750% per annum. If such rate does
not appear on such page (or such other page
as may replace that page on that
service, or if such service is no longer
offered, such other service for
displaying One-Month LIBOR or comparable
rates as may be reasonably selected by
the Trustee), One-Month LIBOR for the
applicable Accrual Period for the
Adjustable Rate Certificates will be the
Reference Bank Rate. If no such
quotations can be obtained by the Trustee
and no Reference Bank Rate is
available, One-Month LIBOR will be
One-Month LIBOR applicable to the preceding
Accrual Period for the Adjustable Rate
Certificates.
Opinion of Counsel: A written opinion of counsel, who may be
counsel for the Depositor or the Master
Servicer, reasonably acceptable to each
addressee of such opinion; provided that
with respect to Section 6.04 or 10.01
hereof, or the interpretation or
application of the REMIC Provisions, such
counsel must (i) in fact be independent of
the Depositor and the Master
Servicer, (ii) not have any direct
financial interest in the Depositor or the
Master Servicer or in any affiliate of
either and (iii) not be connected with
the Depositor or the Master Servicer as
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an officer, employee, promoter,
underwriter, trustee, partner, director or
person performing similar functions.
Optional Termination: The termination of the Trust Fund
provided hereunder pursuant to the purchase
of the Mortgage Loans pursuant to
the last sentence of Section 9.01
hereof.
Optional Termination Date: The first Distribution Date on
which the aggregate Stated Principal
Balance of the Mortgage Loans is less than
or equal to 10% of the sum of the aggregate
Cut-off Date Principal Balance of
the Initial Mortgage Loans and the
Pre-Funded Amount.
Original Value: The value of the property underlying a
Mortgage Loan based, in the case of the
purchase of the underlying Mortgaged
Property, on the lower of an appraisal
satisfactory to the Master Servicer or
the sales price of such property or, in the
case of a refinancing, on an
appraisal satisfactory to the Master
Servicer.
OTS: The Office of
Thrift Supervision.
Outstanding: With respect to the Certificates as of any date
of determination, all Certificates
theretofore executed and authenticated under
this Agreement except:
(i) Certificates theretofore canceled by the Trustee
or delivered to the Trustee for cancellation; and
(ii) Certificates in exchange for which or in lieu of
which other Certificates have been executed and delivered by
the Trustee pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Distribution Date, a
Mortgage Loan with a Stated Principal
Balance greater than zero that was not the
subject of a Principal Prepayment in full,
and that did not become a Liquidated
Mortgage Loan, prior to the end of the
related Prepayment Period.
Overcollateralization Deficiency Amount: With respect to any
Distribution Date, the amount, if any, by
which the Overcollateralization Target
Amount exceeds the Overcollateralized
Amount for such Distribution Date (after
giving effect to distribution of the
Principal Distribution Amount for (other
than the portion thereof consisting of the
Extra Principal Distribution Amount)
each Loan Group on such Distribution
Date).
Overcollateralization Reduction Amount: With respect to any
Distribution Date, is an amount equal to
the lesser of (i) the Excess
Overcollateralization Amount for such
Distribution Date and (ii) the aggregate
Principal Remittance Amount for Loan Group
1 and Loan Group 2 for such
Distribution Date.
Overcollateralization Target Amount: With respect to (a) each
Distribution Date prior to the Stepdown
Date, an amount equal to 1.45% of the
sum of the aggregate Cut-off Date Principal
Balance of the Initial Mortgage
Loans and the Pre-Funded Amount and (b) for
any
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Distribution Date on or after the Stepdown
Date, 2.90% of the aggregate Stated
Principal Balance of the Mortgage Loans for
the current Distribution Date,
subject to a minimum amount equal to the OC
Floor; provided that if a Trigger
Event is in effect on any Distribution
Date, the Overcollateralization Target
Amount will be the Overcollateralization
Target Amount as in effect for the
prior Distribution Date.
Overcollateralized Amount: With respect to any Distribution
Date the amount, if any, by which (x) the
sum of the aggregate Stated Principal
Balance of the Mortgage Loans for such
Distribution Date and any remaining
amount on deposit in the Pre-Funding
Account exceeds (y) the aggregate
Certificate Principal Balance of the Senior
Certificates and the Subordinate
Certificates as of such Distribution Date
(after giving effect to distribution
of the Principal Distribution Amount on
such Distribution Date other than the
portion thereof consisting of the Extra
Principal Distribution Amount).
Ownership Interest: As to any Certificate, any ownership
interest in such Certificate including any
interest in such Certificate as the
Holder thereof and any other interest
therein, whether direct or indirect, legal
or beneficial.
Park Monaco: Park Monaco Inc., a Delaware corporation, and its
successors and assigns.
Park Monaco Mortgage Loans: The Mortgage Loans identified as
such on the Mortgage Loan Schedule for
which Park Monaco is the applicable
Seller.
Park Sienna: Park Sienna LLC, a Delaware limited liability
company, and its successors and
assigns.
Park Sienna Mortgage Loans: The Mortgage Loans identified as
such on the Mortgage Loan Schedule for
which Park Sienna is the applicable
Seller.
Pass-Through Rate: With respect to any Accrual Period and each
Class of Adjustable Rate Certificates, the
lesser of (x) One-Month LIBOR for
such Accrual Period plus the Margin for
such Class and Accrual Period and (y)
the applicable Net Rate Cap for such Class
and the related Distribution Date.
Percentage Interest: With respect to any Adjustable Rate
Certificate, a fraction, expressed as a
percentage, the numerator of which is
the Certificate Principal Balance
represented by such Certificate and the
denominator of which is the aggregate
Certificate Principal Balance of the
related Class. With respect to the Class C,
Class P and Class A-R Certificates,
the portion of the Class evidenced thereby,
expressed as a percentage, as stated
on the face of such Certificate.
Permitted Investments: At any time, any one or more of the
following obligations and securities:
(i) obligations of the United States or any agency
thereof, provided such obligations are backed by the full
faith and credit of the United States;
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(ii)
general obligations of or obligations guaranteed
by any state of the United States or the District of Columbia
receiving the highest long-term debt rating of each Rating
Agency, or such lower rating as each Rating Agency has
confirmed in writing is sufficient for the ratings originally
assigned to the Certificates by such Rating Agency;
(iii) commercial or finance company paper which is
then receiving the highest commercial or finance company paper
rating of each Rating Agency, or such lower rating as each
Rating Agency has confirmed in writing is sufficient for the
ratings
originally assigned to the Certificates by such Rating
Agency;
(iv) certificates of deposit, demand or time
deposits, or bankers' acceptances issued by any depository
institution or trust company incorporated under the laws of
the United States or of any state thereof and subject to
supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or long
term unsecured debt obligations of such depository institution
or trust company (or in the case of the principal depository
institution in a holding company system, the commercial paper
or long-term unsecured debt obligations of such holding
company, but only if Moody's is not a Rating Agency) are then
rated one of the two highest long-term and the highest
short-term ratings of each such Rating Agency for such
securities, or such lower ratings as each Rating Agency has
confirmed in writing is sufficient for the ratings originally
assigned to the Certificates by such Rating Agency;
(v) repurchase obligations with respect to any
security described in clauses (i) and (ii) above, in either
case entered into with a depository institution or trust
company (acting as principal) described in clause (iv) above;
(vi) securities (other than stripped bonds, stripped
coupons or instruments sold at a purchase price in excess of
115% of the face amount thereof) bearing interest or sold at a
discount issued by any corporation incorporated under the laws
of the United States or any state thereof which, at the time
of such investment, have one of the two highest long term
ratings of each Rating Agency (except (x) if the Rating Agency
is Moody's, such rating shall be the highest commercial paper
rating of S&P for any such securities) and (y), or such
lower
rating as each Rating Agency has confirmed in writing is
sufficient for the ratings originally assigned to the
Certificates by such Rating Agency;
(vii) interests in any money market fund which at the
date of acquisition of the interests in such fund and
throughout the time such interests are held in such fund has
the highest applicable long term rating by each Rating Agency
or such lower rating as each Rating Agency has confirmed in
writing is sufficient for the ratings originally assigned to
the Certificates by such Rating Agency;
(viii) short term investment funds sponsored by any
trust company or national banking association incorporated
under the laws of the United States or any state thereof which
on
the date of acquisition has been rated by each Rating
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Agency in their respective highest applicable rating category
or such lower rating as each Rating Agency has confirmed in
writing is sufficient for the ratings originally assigned to
the Certificates by such Rating Agency; and
(ix) such other relatively risk free investments
having a specified stated maturity and bearing interest or
sold at a discount acceptable to each Rating Agency as will
not result in the downgrading or withdrawal of the rating then
assigned to the Certificates by any Rating Agency, as
evidenced by a signed writing delivered by each Rating Agency,
and reasonably acceptable to the NIM Insurer, as evidenced by
a signed writing delivered by the NIM Insurer;
provided, that no such instrument shall be
a Permitted Investment if such
instrument (i) evidences the right to
receive interest only payments with
respect to the obligations underlying such
instrument, (ii) is purchased at a
premium or (iii) is purchased at a deep
discount; provided further that no such
instrument shall be a Permitted Investment
(A) if such instrument evidences
principal and interest payments derived
from obligations underlying such
instrument and the interest payments with
respect to such instrument provide a
yield to maturity of greater than 120% of
the yield to maturity at par of such
underlying obligations, or (B) if it may be
redeemed at a price below the
purchase price (the foregoing clause (B)
not to apply to investments in units of
money market funds pursuant to clause (vii)
above); provided further that no
amount beneficially owned by any REMIC
(including, without limitation, any
amounts collected by the Master Servicer
but not yet deposited in the
Certificate Account) may be invested in
investments (other than money market
funds) treated as equity interests for
Federal income tax purposes, unless the
Master Servicer shall receive an Opinion of
Counsel, at the expense of Master
Servicer, to the effect that such
investment will not adversely affect the
status of any such REMIC as a REMIC under
the Code or result in imposition of a
tax on any such REMIC. Permitted
Investments that are subject to prepayment or
call may not be purchased at a price in
excess of par.
Permitted Transferee: Any Person other than (i) the United
States, any State or political subdivision
thereof, or any agency or
instrumentality of any of the foregoing,
(ii) a foreign government,
International Organization or any agency or
instrumentality of either of the
foregoing, (iii) an organization (except
certain farmers' cooperatives described
in Section 521 of the Code) that is exempt
from tax imposed by Chapter 1 of the
Code (including the tax imposed by Section
511 of the Code on unrelated business
taxable income) on any excess inclusions
(as defined in Section 860E(c)(1) of
the Code) with respect to any Class A-R
Certificate, (iv) rural electric and
telephone cooperatives described in Section
1381(a)(2)(C) of the Code, (v) an
"electing large partnership" as defined in
Section 775 of the Code, (vi) a
Person that is not a citizen or resident of
the United States, a corporation,
partnership, or other entity (treated as a
corporation or a partnership for
federal income tax purposes) created or
organized in or under the laws of the
United States, any State thereof or the
District of Columbia, or an estate whose
income from sources without the United
States is includible in gross income for
United States federal income tax purposes
regardless of its connection with the
conduct of a trade or business within the
United States, or a trust if a court
within the United States is able to
exercise primary supervision over the
administration of the trust and one or more
United States Persons have authority
to control all substantial decisions of the
trustor unless such Person has
furnished the transferor and the Trustee
with a duly completed Internal Revenue
Service Form W-8ECI, and
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(vii) any other Person so designated by the
Trustee based upon an Opinion of
Counsel that the Transfer of an Ownership
Interest in a Class A-R Certificate to
such Person may cause any REMIC formed
hereunder to fail to qualify as a REMIC
at any time that any Certificates are
Outstanding. The terms "United States,"
"State" and "International Organization"
shall have the meanings set forth in
Section 7701 of the Code or successor
provisions. A corporation will not be
treated as an instrumentality of the United
States or of any State or political
subdivision thereof for these purposes if
all of its activities are subject to
tax and, with the exception of the Federal
Home Loan Mortgage Corporation, a
majority of its board of directors is not
selected by such government unit.
Person: Any individual, corporation, partnership, limited
liability company, joint venture,
association, joint-stock company, trust,
unincorporated organization or government,
or any agency or political
subdivision thereof.
Pool Net Rate Cap : As defined in the Preliminary Statement.
Pool Stated Principal Balance: The aggregate of the Stated
Principal Balances of the Mortgage Loans
which were Outstanding Mortgage Loans.
Pre-Funded Amount: The amount deposited in the Pre-Funding
Account on the Closing Date, which shall
equal $284.29.
Pre-Funding Account: The separate Eligible Account created and
maintained by the Trustee pursuant to
Section 3.05 hereof in the name of the
Trustee for the benefit of the
Certificateholders and designated "The Bank of
New York, in trust for registered Holders
of CWABS, Inc., Asset-Backed
Certificates, Series 2005-9." Funds in the
Pre-Funding Account shall be held in
trust for the Certificateholders for the
uses and purposes set forth in this
Agreement and shall not be a part of any
REMIC created hereunder, provided,
however that any investment income earned
from Permitted Investments made with
funds in the Pre-Funding Account will be
for the account of CHL.
Prepayment Assumption: The applicable rate of prepayment, as
described in the Prospectus Supplement
relating to the Certificates.
Prepayment Charge: With respect to any Mortgage Loan, the
charges or premiums, if any, due in
connection with a full or partial prepayment
of such Mortgage Loan within the related
Prepayment Charge Period in accordance
with the terms thereof (other than any
Master Servicer Prepayment Charge Payment
Amount).
Prepayment Charge Period: With respect to any Mortgage Loan,
the period of time during which a
Prepayment Charge may be imposed.
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Prepayment Charge Schedule: As of the Initial Cut-off Date
with respect to each Initial Mortgage Loan
and as of the Subsequent Cut-off Date
with respect to each Subsequent Mortgage
Loan, a list attached hereto as
Schedule I (including the Prepayment Charge
Summary attached thereto), setting
forth the following information with
respect to each Prepayment Charge:
(i) the Mortgage Loan identifying number;
(ii) a code indicating the type of Prepayment Charge;
(iii) the state of origination of the related
Mortgage Loan;
(iv) the date on which the first monthly payment was
due on the related Mortgage Loan;
(v) the term of the related Prepayment Charge; and
(vi) the principal balance of the related Mortgage
Loan as of the Cut-off Date.
As of the Closing Date, the Prepayment Charge Schedule shall
contain the necessary information for each
Initial Mortgage Loan. The Prepayment
Charge Schedule shall be amended by the
Master Servicer upon the sale of any
Subsequent Mortgage Loans to the Trust
Fund. In addition, the Prepayment Charge
Schedule shall be amended from time to time
by the Master Servicer in accordance
with the provisions of this Agreement and a
copy of each related amendment shall
be furnished by the Master Servicer to the
Class P and Class C
Certificateholders and the NIM Insurer.
Prepayment Interest Excess: With respect to any Distribution
Date, for each Mortgage Loan that was the
subject of a Principal Prepayment
during the period from the related Due Date
to the end of the related Prepayment
Period, any payment of interest received in
connection therewith (net of any
applicable Servicing Fee) representing
interest accrued for any portion of such
month of receipt.
Prepayment Interest Shortfall: With respect to any
Distribution Date, for each Mortgage Loan
that was the subject of a partial
Principal Prepayment or a Principal
Prepayment in full during the period from
the beginning of the related Prepayment
Period to the Due Date in such
Prepayment Period (other than a Principal
Prepayment in full resulting from the
purchase of a Mortgage Loan pursuant to
Section 2.02, 2.03, 2.04, 3.12 or 9.01
hereof) and for each Mortgage Loan that
became a Liquidated Mortgage Loan during
the related Due Period, the amount, if any,
by which (i) one month's interest at
the applicable Net Mortgage Rate on the
Stated Principal Balance of such
Mortgage Loan immediately prior to such
prepayment (or liquidation) or in the
case of a partial Principal Prepayment on
the amount of such prepayment (or
Liquidation Proceeds) exceeds (ii) the
amount of interest paid or collected in
connection with such Principal Prepayment
or such Liquidation Proceeds.
Prepayment Period: As to any Distribution Date and related Due
Date, the period beginning with the opening
of business on the sixteenth day of
the calendar month preceding the
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month in which such Distribution Date
occurs (or, with respect to the first
Distribution Date, the period beginning
with the opening of business on the day
immediately following the Initial Cut-off
Date) and ending on the close of
business on the fifteenth day of the month
in which such Distribution Date
occurs.
Prime Rate: The prime commercial lending rate of The Bank of
New York, as publicly announced to be in
effect from time to time. The Prime
Rate shall be adjusted automatically,
without notice, on the effective date of
any change in such prime commercial lending
rate. The Prime Rate is not
necessarily The Bank of New York's lowest
rate of interest.
Principal Distribution Amount: With respect to each
Distribution Date and a Loan Group, the sum
of (i) the Principal Remittance
Amount for such Loan Group for such
Distribution Date, (ii) the Extra Principal
Distribution Amount for such Loan Group for
such Distribution Date and (iii)
with respect to the Distribution Date
immediately following the end of the
Funding Period, the amount, if any,
remaining in the Pre-Funding Account at the
end of the Funding Period (net of any
investment income therefrom) allocable to
such Loan Group minus (iv) (a) the Group 1
Overcollateralization Reduction
Amount for such Distribution Date, in the
case of Loan Group 1 and (b) the Group
2 Overcollateralization Reduction Amount
for such Distribution Date, in the case
of Loan Group 2.
Principal Prepayment: Any Mortgagor payment or other recovery
of (or proceeds with respect to) principal
on a Mortgage Loan (including loans
purchased or repurchased under Sections
2.02, 2.03, 2.04, 3.12 and 9.01 hereof)
that is received in advance of its
scheduled Due Date to the extent it is not
accompanied by an amount as to interest
representing scheduled interest due on
any date or dates in any month or months
subsequent to the month of prepayment.
Partial Principal Prepayments shall be
applied by the Master Servicer in
accordance with the terms of the related
Mortgage Note.
Principal Relocation Payment: A payment from any Loan Group to
a REMIC 1 Regular Interest other than a
Regular Interest corresponding to that
Loan Group as provided in the Preliminary
Statement. Principal Relocation
Payments shall be made of principal
allocations comprising the Principal
Remittance Amount from a Loan Group and
shall include a proportionate allocation
of Realized Losses from the Mortgage Loans
of such Loan Group.
Principal Remittance Amount: With respect to the Mortgage
Loans in each Loan Group and any
Distribution Date, (a) the sum, without
duplication, of: (i) the scheduled
principal collected with respect to the
Mortgage Loans during the related Due
Period or advanced with respect to such
Distribution Date, (ii) Principal
Prepayments collected in the related
Prepayment Period, with respect to the
Mortgage Loans, (iii) the Stated
Principal Balance of each Mortgage Loan
that was repurchased by a Seller or
purchased by the Master Servicer with
respect to such Distribution Date, (iv)
the amount, if any, by which the aggregate
unpaid principal balance of any
Replacement Mortgage Loans delivered by the
Sellers in connection with a
substitution of a Mortgage Loan is less
than the aggregate unpaid principal
balance of any Deleted Mortgage Loans, and
(v) all Liquidation Proceeds (to the
extent such Liquidation Proceeds related to
principal) and Subsequent Recoveries
collected during the related Due Period;
less (b) all Advances relating to
principal and certain expenses reimbursable
pursuant to Section 6.03 hereof and
reimbursed during the related Due
Period.
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Principal Reserve Fund: The separate Eligible Account created
and initially maintained by the Trustee
pursuant to Section 3.08 hereof in the
name of the Trustee for the benefit of the
Certificateholders and designated
"The Bank of New York in trust for
registered Holders of CWABS, Inc.,
Asset-Backed Certificates, Series 2005-9".
Funds in the Principal Reserve Fund
shall be held in trust for the
Certificateholders for the uses and purposes set
forth in this Agreement.
Private Certificates:
The Class C and Class P Certificates.
Prospectus: The prospectus dated June 10, 2005, relating to
asset-backed securities to be sold by the
Depositor.
Prospectus Supplement: The prospectus supplement dated
September 22, 2005, relating to the public
offering of the certain Classes of
Certificates offered thereby.
PTCE 95-60: As defined
in Section 5.02(b) hereof.
PUD: A Planned Unit
Development.
Purchase Price: With respect to any Mortgage Loan (x) required
to be (1) repurchased by a Seller or
purchased by the Master Servicer, as
applicable, pursuant to Section 2.02, 2.03
or 3.12 hereof or (2) repurchased by
the Depositor pursuant to Section 2.04
hereof, or (y) that the Master Servicer
has a right to purchase pursuant to Section
3.12 hereof, an amount equal to the
sum of (i) 100% of the unpaid principal
balance (or, if such purchase or
repurchase, as the case may be, is effected
by the Master Servicer, the Stated
Principal Balance) of the Mortgage Loan as
of the date of such purchase, (ii)
accrued interest thereon at the applicable
Mortgage Rate (or, if such purchase
or repurchase, as the case may be, is
effected by the Master Servicer, at the
Net Mortgage Rate) from (a) the date
through which interest was last paid by the
Mortgagor (or, if such purchase or
repurchase, as the case may be, is effected
by the Master Servicer, the date through
which interest was last advanced and
not reimbursed by the Master Servicer) to
(b) the Due Date in the month in which
the Purchase Price is to be distributed to
Certificateholders and (iii) any
costs, expenses and damages incurred by the
Trust Fund resulting from any
violation of any predatory or abusive
lending law in connection with such
Mortgage Loan.
Rating Agency: Each of Moody's and S&P. If any such
organization or its successor is no longer
in existence, "Rating Agency" shall
be a nationally recognized statistical
rating organization, or other comparable
Person, designated by the Depositor, notice
of which designation shall be given
to the Trustee. References herein to a
given rating category of a Rating Agency
shall mean such rating category without
giving effect to any modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan,
an amount (not less than zero or more than
the Stated Principal Balance of the
Mortgage Loan) as of the date of such
liquidation, equal to (i) the Stated
Principal Balance of such Liquidated
Mortgage Loan as of the date of such
liquidation, minus (ii) the Liquidation
Proceeds, if any, received in connection
with such liquidation during the month in
which such liquidation occurs, to the
extent applied as recoveries of principal
of the Liquidated Mortgage Loan. With
respect to each Mortgage Loan that has
become the subject of a Deficient
Valuation, (i) if the value of the related
Mortgaged
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Property was reduced below the principal
balance of the related Mortgage Note,
the amount by which the value of the
Mortgaged Property was reduced below the
principal balance of the related Mortgage
Note, and (ii) if the principal amount
due under the related Mortgage Note has
been reduced, the difference between the
principal balance of the Mortgage Loan
outstanding immediately prior to such
Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by
the Deficient Valuation. With respect to
each Mortgage Loan that has become the
subject of a Debt Service Reduction and any
Distribution Date, the amount, if
any, by which the related Scheduled Payment
was reduced.
Record Date: With respect to any Distribution Date and the
Adjustable Rate Certificates, the Business
Day immediately preceding such
Distribution Date, or if such Certificates
are no longer Book-Entry
Certificates, the last Business Day of the
month preceding the month of such
Distribution Date. With respect to the
Class A-R, Class C and Class P
Certificates, the last Business Day of the
month preceding the month of a
Distribution Date.
Reference Bank Rate: With respect to any Accrual Period, the
arithmetic mean (rounded upwards, if
necessary, to the nearest whole multiple of
0.03125%) of the offered rates for United
States dollar deposits for one month
that are quoted by the Reference Banks as
of 11:00 a.m., New York City time, on
the related Interest Determination Date to
prime banks in the London interbank
market for a period of one month in amounts
approximately equal to the
outstanding aggregate Certificate Principal
Balance of the Adjustable Rate
Certificates on such Interest Determination
Date, provided that at least two
such Reference Banks provide such rate. If
fewer than two offered rates appear,
the Reference Bank Rate will be the
arithmetic mean (rounded upwards, if
necessary, to the nearest whole multiple of
0.03125%) of the rates quoted by one
or more major banks in New York City,
selected by the Trustee, as of 11:00 a.m.,
New York City time, on such date for loans
in U.S. dollars to leading European
banks for a period of one month in amounts
approximately equal to the aggregate
Certificate Principal Balance of the
Adjustable Rate Certificates on such
Interest Determination Date.
Reference Banks: Barclays Bank PLC, Deutsche Bank and NatWest,
N.A., provided that if any of the foregoing
banks are not suitable to serve as a
Reference Bank, then any leading banks
selected by the Trustee which are engaged
in transactions in Eurodollar deposits in
the international Eurocurrency market
(i) with an established place of business
in London, England, (ii) not
controlling, under the control of or under
common control with the Depositor,
CHL or the Master Servicer and (iii) which
have been designated as such by the
Trustee.
Refinancing Mortgage Loan: Any Mortgage Loan originated in
connection with the refinancing of an
existing mortgage loan.
Regular Certificate: Any Certificate other than the Class A-R
Certificates.
Relief Act: The Servicemembers Civil Relief Act and similar
state laws.
REMIC Provisions: Provisions of the federal income tax law
relating to real estate mortgage investment
conduits which appear at Section
860A through 860G of Subchapter
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M of Chapter 1 of the Code, and related
provisions, and regulations and rulings
promulgated thereunder, as the foregoing
may be in effect from time to time.
Remittance
Report: A report prepared by the Master Servicer
and delivered to the Trustee and the NIM
Insurer in accordance with Section 4.04
hereof.
REO Property: A Mortgaged Property acquired by the Master
Servicer through foreclosure or
deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Replacement Mortgage Loan: A Mortgage Loan substituted by a
Seller for a Deleted Mortgage Loan which
must, on the date of such substitution,
as confirmed in a Request for File Release,
(i) have a Stated Principal Balance,
after deduction of the principal portion of
the Scheduled Payment due in the
month of substitution, not in excess of,
and not less than 90% of the Stated
Principal Balance of the Deleted Mortgage
Loan; (ii) with respect to any Fixed
Rate Mortgage Loan, have a Mortgage Rate
not less than or no more than 1% per
annum higher than the Mortgage Rate of the
Deleted Mortgage Loan and, with
respect to any Adjustable Rate Mortgage
Loan: (a) have a Maximum Mortgage Rate
no more than 1% per annum higher or lower
than the Maximum Mortgage Rate of the
Deleted Mortgage Loan; (b) have a Minimum
Mortgage Rate no more than 1% per
annum higher or lower than the Minimum
Mortgage Rate of the Deleted Mortgage
Loan; (c) have the same Index and intervals
between Adjustment Dates as that of
the Deleted Mortgage Loan; (d) have a Gross
Margin not more than 1% per annum
higher or lower than that of the Deleted
Mortgage Loan; and (e) have an Initial
Periodic Rate Cap and a Subsequent Periodic
Rate Cap each not more than 1% lower
than that of the Deleted Mortgage Loan;
(iii) have the same or higher credit
quality characteristics than that of the
Deleted Mortgage Loan; (iv) be accruing
interest at a rate not more than 1% per
annum higher or lower than that of the
Deleted Mortgage Loan; (v) have a
Loan-to-Value Ratio no higher than that of the
Deleted Mortgage Loan; (vi) have a
remaining term to maturity not greater than
(and not more than one year less than) that
of the Deleted Mortgage Loan; (vii)
not permit conversion of the Mortgage Rate
from a fixed rate to a variable rate
or vice versa; (viii) provide for a
Prepayment Charge on terms substantially
similar to those of the Prepayment Charge,
if any, of the Deleted Mortgage Loan;
(ix) have the same occupancy type and lien
priority as the Deleted Mortgage
Loan; and (x) comply with each
representation and warranty set forth in Section
2.03 hereof as of the date of substitution;
provided, however, that
notwithstanding the foregoing, to the
extent that compliance with clause (x) of
this definition would cause a proposed
Replacement Mortgage Loan to fail to
comply with one or more of clauses (i),
(ii), (iv), (viii) and/or (ix) of this
definition, then such proposed Replacement
Mortgage Loan must comply with clause
(x) and need not comply with one or more of
clauses (i), (ii), (iv), (viii)
and/or (ix), to the extent, and only to the
extent, necessary to assure that the
Replacement Mortgage Loan otherwise
complies with clause (x).
Representing Party: As
defined in Section 2.03(e) hereof.
Request for Document Release: A Request for Document Release
submitted by the Master Servicer to the
Trustee, substantially in the form of
Exhibit M.
Request for File Release: A Request for File Release submitted
by the Master Servicer to the Trustee,
substantially in the form of Exhibit N.
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Required Carryover Reserve Fund Deposit: With respect to any
Distribution Date, an amount equal to the
excess of (i) $10,000 over (ii) the
amount of funds on deposit in the Carryover
Reserve Fund.
Required Insurance Policy: With respect to any Mortgage Loan,
any insurance policy that is required to be
maintained from time to time under
this Agreement.
Responsible Officer: When used with respect to the Trustee,
any Vice President, any Assistant Vice
President, the Secretary, any Assistant
Secretary, any Trust Officer or any other
officer of the Trustee customarily
performing functions similar to those
performed by any of the above designated
officers and also to whom, with respect to
a particular matter, such matter is
referred because of such officer's
knowledge of and familiarity with the
particular subject.
Rolling Sixty-Day Delinquency Rate: With respect to any
Distribution Date on or after the Stepdown
Date, the average of the Sixty-Day
Delinquency Rates for such Distribution
Date and the two immediately preceding
Distribution Dates.
Rule 144A: Rule 144A
under the Securities Act.
Rule 144A Letter: As
defined in Section 5.02(b) hereof.
S&P: Standard & Poor's Ratings Services, a division of
The
McGraw-Hill Companies, Inc. and its
successors.
Scheduled Payment: With respect to any Mortgage Loan, the
scheduled monthly payment of principal
and/or interest due on any Due Date on
such Mortgage Loan which is payable by the
related Mortgagor from time to time
under the related Mortgage Note,
determined: (a) after giving effect to (i) any
Deficient Valuation and/or Debt Service
Reduction with respect to such Mortgage
Loan and (ii) any reduction in the amount
of interest collectible from the
related Mortgagor pursuant to the Relief
Act; (b) without giving effect to any
extension granted or agreed to by the
Master Servicer pursuant to Section
3.05(a) hereof; and (c) on the assumption
that all other amounts, if any, due
under such Mortgage Loan are paid when
due.
Securities Act: The
Securities Act of 1933, as amended.
Sellers: CHL, in its capacity as seller of the CHL Mortgage
Loans to the Depositor, Park Monaco, in its
capacity as seller of the Park
Monaco Mortgage Loans to the Depositor and
Park Sienna, in its capacity as
seller of the Park Sienna Mortgage Loans to
the Depositor.
Seller Shortfall Interest Requirement: With respect to the
Distribution Date in each of October 2005,
November 2005 and December 2005, is
the sum of
(a) the product of (1)
the excess of the aggregate Stated
Principal Balances for such Distribution
Date of all the Mortgage Loans in the
Mortgage Pool (including the Subsequent
Mortgage Loans, if any) owned by the
Trust Fund at the beginning of the related
Due Period over the aggregate Stated
Principal Balance for such Distribution
Date of such
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Mortgage Loans (including such Subsequent
Mortgage Loans, if any) that have a
scheduled payment of interest due in the
related Due Period, and (2) a fraction,
the numerator of which is the weighted
average Net Mortgage Rate of all the
Mortgage Loans in the Mortgage Pool
(including such Subsequent Mortgage Loans,
if any) (weighted on the basis of the
Stated Principal Balances thereof for such
Distribution Date) and the denominator of
which is 12; and
(b) the lesser of:
(i) the product of:
(1) the amount on deposit in the
Pre-Funding Account at the beginning of the
related Due Period, and (2) a
fraction, the numerator of which is the
weighted average Net Mortgage Rate of
the Mortgage Loans (including Subsequent
Mortgage Loans, if any) owned by the
Trust Fund at the beginning of the related
Due Period (weighted on the basis of
the Stated Principal Balances thereof for
such Distribution Date) and the
denominator of which is 12; and
(ii) the excess of (x)
the sum of the amount of Current
Interest and Interest Carry Forward Amount
due and payable on the Adjustable
Rate Certificates for such Distribution
Date, over (y) Interest Funds otherwise
available to pay Current Interest and the
Interest Carry Forward Amount on the
Interest Bearing Certificates for such
Distribution Date (after giving effect to
the addition of any amounts in clause (a)
of this definition of Seller Shortfall
Interest Requirement to Interest Funds for
such Distribution Date).
Senior Certificates: The Class 1-A-1, Class 2-A and Class A-R
Certificates.
Senior Enhancement Percentage: With respect to a Distribution
Date on or after the Stepdown Date, the
fraction (expressed as a percentage) (1)
the numerator of which is the excess of (a)
the aggregate Stated Principal
Balance of the Mortgage Loans for the
preceding Distribution Date over (b) (i)
before the Certificate Principal Balances
of the Senior Certificates have been
reduced to zero, the sum of the Certificate
Principal Balances of the Senior
Certificates, or (ii) after the Certificate
Principal Balances of the Senior
Certificates have been reduced to zero, the
Certificate Principal Balance of the
most senior Class of Subordinate
Certificates outstanding, as of the related
Master Servicer Advance Date, and (2) the
denominator of which is the aggregate
Stated Principal Balance of the Mortgage
Loans for the preceding Distribution
Date.
Senior Principal Distribution Target Amount: With respect to
any Distribution Date, the excess of (1)
the aggregate Certificate Principal
Balance of the Class 1-A-1 and Class 2-A
Certificates immediately prior to such
Distribution Date, over (2) the lesser of
(i) 66.50% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date and (ii) the
aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution
Date minus the OC Floor.
Senior Principal Distribution Allocation Amount: With respect
to any Distribution Date, (a) in the case
of the Class 1-A-1 Certificates, the
Class 1-A-1 Principal Distribution Amount
and (b) in the case of the Class 2-A
Certificates, the Class 2-A Principal
Distribution Amount.
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Servicing Advances: All customary, reasonable and necessary
"out of pocket" costs and expenses incurred
in the performance by the Master
Servicer of its servicing obligations
hereunder, including, but not limited to,
the cost of (i) the preservation,
restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial
proceedings, including foreclosures,
(iii) the management and liquidation of any
REO Property and (iv) compliance
with the obligations under Section
3.10.
Servicing Fee: As to each Mortgage Loan and any Distribution
Date, an amount equal to one month's
interest at the Servicing Fee Rate on the
Stated Principal Balance of such Mortgage
Loan for the preceding Distribution
Date or, in the event of any payment of
interest that accompanies a Principal
Prepayment in full made by the Mortgagor,
interest at the Servicing Fee Rate on
the Stated Principal Balance of such
Mortgage Loan for the period covered by
such payment of interest.
Servicing Fee Rate: With respect to each Mortgage Loan, 0.50%
per annum.
Servicing Officer: Any officer of the Master Servicer involved
in, or responsible for, the administration
and servicing of the Mortgage Loans
whose name and facsimile signature appear
on a list of servicing officers
furnished to the Trustee by the Master
Servicer on the Closing Date pursuant to
this Agreement, as such list may from time
to time be amended.
Sixty-Day Delinquency Rate: With respect to any Distribution
Date on or after the Stepdown Date, a
fraction, expressed as a percentage, the
numerator of which is the aggregate Stated
Principal Balance for such
Distribution Date of all Mortgage Loans 60
or more days delinquent as of the
close of business on the last day of the
calendar month preceding such
Distribution Date (including Mortgage Loans
in foreclosure, bankruptcy and REO
Properties) and the denominator of which is
the aggregate Stated Principal
Balance for such Distribution Date of all
Mortgage Loans.
Stated Principal Balance: With respect to any Mortgage Loan or
related REO Property (i) as of the Cut-off
Date, the unpaid principal balance of
the Mortgage Loan as of such date (before
any adjustment to the amortization
schedule for any moratorium or similar
waiver or grace period), after giving
effect to any partial prepayments or
Liquidation Proceeds received prior to such
date and to the payment of principal due on
or prior to such date and
irrespective any delinquency in payment by
the related Mortgagor, and (ii) as of
any other Distribution Date, the Stated
Principal Balance of the Mortgage Loan
as of its Cut-off Date, minus the sum of
(a) the principal portion of the
Scheduled Payments (x) due with respect to
such Mortgage Loan during each Due
Period ending prior to such Distribution
Date and (y) that were received by the
Master Servicer as of the close of business
on the Determination Date related to
such Distribution Date or with respect to
which Advances were made as of the
Master Servicer Advance Date related to
such Distribution Date, (b) all
Principal Prepayments with respect to such
Mortgage Loan received by the Master
Servicer during each Prepayment Period
ending prior to such Distribution Date
and (c) all Liquidation Proceeds collected
with respect to such Mortgage Loan
during each Due Period ending prior to such
Distribution Date, to the extent
applied by the Master Servicer as
recoveries of principal in accordance with
Section 3.12 hereof. The Stated Principal
Balance of any Mortgage Loan that
becomes a Liquidated Mortgage Loan will be
zero on each date following the Due
Period in which such Mortgage Loan becomes
a
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Liquidated Mortgage Loan. References herein
to the Stated Principal Balance of
the Mortgage Loans at any time shall mean
the aggregate Stated Principal Balance
of all Mortgage Loans in the Trust Fund as
of such time, and references herein
to the Stated Principal Balance of a Loan
Group at any time shall mean the
aggregate Stated Principal Balance of all
Mortgage Loans in such Loan Group at
such time.
Stepdown Date: The earlier to occur of: (1) the Distribution
Date on which the aggregate Certificate
Principal Balance of the Senior
Certificates is reduced to zero, and (2)
the later to occur of (x) the
Distribution Date in October 2008 and (y)
the first Distribution Date on which
the aggregate Certificate Principal Balance
of the Senior Certificates (after
calculating anticipated distributions on
such Distribution Date) is less than or
equal to 66.50% of the aggregate Stated
Principal Balance of the Mortgage Loans
for such Distribution Date.
Stepdown Target Subordination Percentage: For any Class of
Certificates the respective percentages
indicated in the following table:
Stepdown Target
Subordination
Percentage
---------------
Class M-1.......................
23.80%
Class M-2.......................
12.00%
Class M-3.......................
10.60%
Class M-4.......................
7.70%
Class M-5.......................
6.10%
Class M-6.......................
5.00%
Class M-7.......................
2.90%
Subordinate Certificates: The Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6 and Class
M-7 Certificates.
Subordinate Class Principal Distribution Amount: With respect
to any Class of Subordinate Certificates
and Distribution Date will equal the
excess of: (1) the sum of: (a)the aggregate
Certificate Principal Balance of the
Senior Certificates (after taking into
account distribution of the Senior
Principal Distribution Target Amount for
such Distribution Date), (b) the
aggregate Certificate Principal Balance of
any Class(es) of Subordinate
Certificates that are senior to the subject
Class (in each case, after taking
into account distribution of the
Subordinate Class Principal Distribution
Amount(s) for such senior class(es) of
Certificates for such Distribution Date),
and (c) the Certificate Principal Balance
of the subject class of Subordinate
Certificates immediately prior to such
Distribution Date over (2) the lesser of
(a) the product of (x) 100% minus the
Stepdown Target Subordination Percentage
for the subject Class of Certificates and
(y) the aggregate Stated Principal
Balance of the Mortgage Loans in the
Mortgage Pool for such Distribution Date
and (b) the aggregate Stated Principal
Balance of the Mortgage Loans in the
Mortgage Pool for such Distribution Date
minus the OC Floor; provided, however,
that if such Class of Subordinate
Certificates is the only Class of Subordinate
Certificates outstanding on such
Distribution Date, that Class will be entitled
to receive the entire
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remaining Principal Distribution Amount
until the Certificate Principal Balance
thereof is reduced to zero.
Subordinate Component Balance: With respect to any
Distribution Date and for each Loan Group,
the excess of the aggregate Stated
Principal Balance of such Loan Group as of
the first day of the related Due
Period (after giving effect to Principal
Prepayments received in the Prepayment
Period ending during such Due Period) over
the aggregate Certificate Principal
Balance of the related Class(es) of Senior
Certificates and any remaining
amounts allocated to such Loan Group on
deposit in the Pre-Funding Account
immediately prior to such Distribution
Date.
Subordinate Corridor Contract: The transaction evidenced by
the related Confirmation (as assigned to
the Corridor Contract Administrator
pursuant to the Corridor Contract
Assignment Agreement), a form of which is
attached hereto as Exhibit Q-3.
Subordinate Corridor Contract Termination Date: With respect
to the Subordinate Corridor Contract, the
Distribution Date in July 2012.
Subordinate Net Rate Cap: With respect to any Distribution
Date and each Class of Subordinate
Certificates, the weighted average (weighted
on the basis of the Subordinate Component
Balance of each Loan Group) of (a) the
weighted average Adjusted Net Mortgage Rate
of the Mortgage Loans in Loan Group
1 and (b) the weighted average Adjusted Net
Mortgage Rate of the Mortgage Loans
in Loan Group 2, and in the case of all
Adjustable Rate Certificates, adjusted
to an effective rate reflecting the
calculation of interest on the basis of the
actual number of days elapsed during the
related Accrual Period and a 360-day
year.
Subsequent Periodic Rate Cap: With respect to each Adjustable
Rate Mortgage Loan, the percentage
specified in the related Mortgage Note that
limits permissible increases and decreases
in the Mortgage Rate on any
Adjustment Date (other than the initial
Adjustment Date).
Subsequent Certificate Account Deposit: With respect to any
Subsequent Transfer Date, an amount equal
to the aggregate of all amounts in
respect of (i) principal of the related
Subsequent Mortgage Loans due after the
related Subsequent Cut-off Date and
received by the Master Servicer on or before
such Subsequent Transfer Date and not
applied in computing the Cut-off Date
Principal Balance thereof and (ii) interest
on the such Subsequent Mortgage
Loans due after such Subsequent Cut-off
Date and received by the Master Servicer
on or before the Subsequent Transfer
Date.
Subsequent Cut-off Date: In the case of any Subsequent
Mortgage Loan, the later of (x) the first
day of the month of the related
Subsequent Transfer Date and (y) the date
of origination of such Subsequent
Mortgage Loan.
Subsequent Mortgage Loan: Any Mortgage Loan conveyed to the
Trustee on a Subsequent Transfer Date, and
listed on the related Loan Number and
Borrower Identification Mortgage Loan
Schedule delivered pursuant to Section
2.01(f) hereof. When used with respect to a
single Subsequent Transfer Date,
"Subsequent Mortgage Loan" shall mean a
Subsequent Mortgage Loan conveyed to the
Trustee on such Subsequent Transfer
Date.
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Subsequent Periodic Rate Cap: With respect to each Adjustable
Rate Mortgage Loan, the percentage
specified in the related Mortgage Note that
limits permissible increases and decreases
in the Mortgage Rate on any
Adjustment Date (other than the initial
Adjustment Date).
Subsequent Recoveries: As to any Distribution Date, with
respect to a Liquidated Mortgage Loan that
resulted in a Realized Loss in a
prior calendar month, unexpected amounts
received by the Master Servicer (net of
any related expenses permitted to be
reimbursed pursuant to Section 3.08 and
3.12 hereof) specifically related to such
Liquidated Mortgage Loan after the
classification of such Mortgage Loan as a
Liquidated Mortgage Loan.
Subsequent Transfer Agreement: A Subsequent Transfer Agreement
substantially in the form of Exhibit P
hereto, executed and delivered by the
Sellers, the Depositor and the Trustee as
provided in Section 2.01(d) hereof.
Subsequent Transfer Date: For any Subsequent Transfer
Agreement, the "Subsequent Transfer Date"
identified in such Subsequent Transfer
Agreement; provided, however, the
Subsequent Transfer Date for any Subsequent
Transfer Agreement must be a Business Day
and may not be a date earlier than the
date on which the Subsequent Transfer
Agreement is executed and delivered by the
parties thereto pursuant to Section 2.01(d)
hereof.
Subsequent Transfer Date Purchase Amount: With respect to any
Subsequent Transfer Date, the "Subsequent
Transfer Date Purchase Amount"
identified in the related Subsequent
Transfer Agreement which shall be an
estimate of the aggregate Stated Principal
Balances of the Subsequent Mortgage
Loans identified in such Subsequent
Transfer Agreement.
Subsequent Transfer Date Transfer Amount: With respect to any
Subsequent Transfer Date, an amount equal
to the lesser of (i) the aggregate
Stated Principal Balances as of the related
Subsequent Cut-off Dates of the
Subsequent Mortgage Loans conveyed on such
Subsequent Transfer Date, as listed
on the related Loan Number and Borrower
Identification Mortgage Loan Schedule
delivered pursuant to Section 2.01(f)
hereof and (ii) the amount on deposit in
the Pre-Funding Account.
Subservicer: As
defined in Section 3.02(a) hereof.
Subservicing Agreement: As defined in Section 3.02(a) hereof.
Substitution Adjustment Amount: The meaning ascribed to such
term pursuant to Section 2.03(d)
hereof.
Substitution Amount: With respect to any Mortgage Loan
substituted pursuant to Section 2.03(d)
hereof, the excess of (x) the principal
balance of the Mortgage Loan that is
substituted for, over (y) the principal
balance of the related substitute Mortgage
Loan, each balance being determined
as of the date of substitution.
Tax Matters Person: The person designated as "tax matters
person" in the manner provided under
Treasury regulation ss. 1.860F-4(d) and
Treasury regulation ss. 301.6231(a)(7)-1.
Initially, this person shall be the
Trustee.
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<PAGE>
Tax Matters Person Certificate: With respect to the Master
REMIC, REMIC 1 and REMIC 2, the Class A-R
Certificate with a Denomination of
$0.05 and in the form of Exhibit E
hereto.
Terminator: As defined
in Section 9.01 hereof.
Three-Year Hybrid Mortgage Loan: A Mortgage Loan having a
Mortgage Rate that is fixed for 36 months
after origination thereof before such
Mortgage Rate becomes subject to
adjustment.
Transfer: Any direct or indirect transfer or sale of any
Ownership Interest in a Certificate.
Transfer Affidavit: As defined in Section 5.02(c) hereof.
Transferor Certificate: As defined in Section 5.02(b) hereof.
Trigger Event: With respect to a Distribution Date on or after
the Stepdown Date, consists of either a
Delinquency Trigger Event with respect
to that Distribution Date or a Cumulative
Loss Trigger Event with respect to
that Distribution Date.
Trust Fund: The corpus of the trust created hereunder
consisting of (i) the Mortgage Loans and
all interest and principal received on
or with respect thereto after the Cut-off
Date to the extent not applied in
computing the Cut-off Date Principal
Balance thereof, exclusive of interest not
required to be deposited in the Certificate
Account pursuant to Section
3.05(b)(2) hereof; (ii) the Certificate
Account, the Distribution Account, the
Principal Reserve Fund, the Carryover
Reserve Fund, the Credit Comeback Excess
Account, the Pre-Funding Account and all
amounts deposited therein pursuant to
the applicable provisions of this
Agreement; (iii) the rights to receive certain
proceeds of the Corridor Contracts as
provided in the Corridor Contract
Administration Agreement; (iv) property
that secured a Mortgage Loan and has
been acquired by foreclosure, deed in lieu
of foreclosure or otherwise; (v) the
mortgagee's rights under the Insurance
Policies with respect to the Mortgage
Loan; and (vi) all proceeds of the
conversion, voluntary or involuntary, of any
of the foregoing into cash or other liquid
property.
Trustee: The Bank of New York, a New York banking corporation,
not in its individual capacity, but solely
in its capacity as trustee for the
benefit of the Certificateholders under
this Agreement, and any successor
thereto, and any corporation or national
banking association resulting from or
surviving any consolidation or merger to
which it or its successors may be a
party and any successor trustee as may from
time to time be serving as successor
trustee hereunder.
Trustee Advance Notice: As defined in Section 4.01(d)
hereof.
Trustee Advance Rate: With respect to any Advance made by the
Trustee pursuant to Section 4.01(d) hereof,
a per annum rate of interest
determined as of the date of such Advance
equal to the Prime Rate in effect on
such date plus 5.00%.
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<PAGE>
Trustee Fee: As to any Distribution Date, an amount equal to
one-twelfth of the Trustee Fee Rate
multiplied by the sum of (i) the Pool Stated
Principal Balance and (ii) any amounts
remaining in the Pre-Funding Account
(excluding any investment earnings thereon)
with respect to such Distribution
Date.
Trustee Fee Rate: With respect to each Mortgage Loan, the per
annum rate agreed upon in writing on or
prior to the Closing Date by the Trustee
and the Depositor, which is 0.009% per
annum.
Two-Year Hybrid Mortgage Loan: A Mortgage Loan having a
Mortgage Rate that is fixed for 24 months
after origination thereof before such
Mortgage Rate becomes subject to
adjustment.
Underwriter's Exemption: Prohibited Transaction Exemption
2002-41, 67 Fed. Reg. 54487 (2002), as
amended (or any successor thereto), or
any substantially similar administrative
exemption granted by the U.S.
Department of Labor.
Underwriters: Countrywide Securities Corporation, Greenwich
Capital Markets, Inc. and Merrill Lynch,
Pierce, Fenner and Smith Incorporated.
Unpaid Realized Loss Amount: For any Class of Subordinate
Certificates and any Distribution Date, (x)
the portion of the aggregate Applied
Realized Loss Amount previously allocated
to that Class remaining unpaid from
prior Distribution Dates minus (y) any
increase in the Certificate Principal
Balance of that Class due to the allocation
of Subsequent Recoveries to the
Certificate Principal Balance of that Class
pursuant to Section 4.04(i) hereof.
Voting Rights: The portion of the voting rights of all the
Certificates that is allocated to any
Certificates for purposes of the voting
provisions hereunder. Voting Rights
allocated to each Class of Certificates
shall be allocated 97% to the Certificates
other than the Class A-R, Class C and
Class P Certificates (with the allocation
among the Certificates to be in
proportion to the Certificate Principal
Balance of each Class relative to the
Certificate Principal Balance of all other
such Classes), and 1% to each of the
Class A-R, Class C and Class P
Certificates. Voting Rights will be allocated
among the Certificates of each such Class
in accordance with their respective
Percentage Interests.
Section 1.02 Certain Interpretive Provisions.
All terms defined in this Agreement shall have the defined
meanings when used in any certificate,
agreement or other document delivered
pursuant hereto unless otherwise defined
therein. For purposes of this Agreement
and all such certificates and other
documents, unless the context otherwise
requires: (a) accounting terms not
otherwise defined in this Agreement, and
accounting terms partly defined in this
Agreement to the extent not defined,
shall have the respective meanings given to
them under generally accepted
accounting principles; (b) the words
"hereof," "herein" and "hereunder" and
words of similar import refer to this
Agreement (or the certificate, agreement
or other document in which they are used)
as a whole and not to any particular
provision of this Agreement (or such
certificate, agreement or document); (c)
references to any Section, Schedule or
Exhibit are references to Sections,
Schedules and Exhibits in or to this
Agreement, and references to any paragraph,
subsection,
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<PAGE>
clause or other subdivision within any
Section or definition refer to such
paragraph, subsection, clause or other
subdivision of such Section or
definition; (d) the term "including" means
"including without limitation"; (e)
references to any law or regulation refer
to that law or regulation as amended
from time to time and include any successor
law or regulation; (f) references to
any agreement refer to that agreement as
amended from time to time; and (g)
references to any Person include that
Person's permitted successors and assigns.
ARTICLE II.
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage Loans.
(a) Each Seller hereby sells, transfers, assigns, sets over
and otherwise conveys to the Depositor,
without recourse, all the right, title
and interest of such Seller in and to the
applicable Initial Mortgage Loans,
including all interest and principal
received and receivable by such Seller on
or with respect to applicable Initial
Mortgage Loans after the Initial Cut-off
Date (to the extent not applied in
computing the Cut-off Date Principal Balance
thereof) or deposited into the Certificate
Account by the Master Servicer on
behalf of such Seller as part of the
Initial Certificate Account Deposit as
provided in this Agreement, other than
principal due on the applicable Initial
Mortgage Loans on or prior to the Initial
Cut-off Date and interest accruing
prior to the Initial Cut-off Date. The
Master Servicer confirms that, on behalf
of the Sellers, concurrently with the
transfer and assignment, it or the
applicable Seller has deposited into the
Certificate Account the Initial
Certificate Account Deposit.
Immediately upon the conveyance of the Initial Mortgage Loans
referred to in the preceding paragraph, the
Depositor sells, transfers, assigns,
sets over and otherwise conveys to the
Trustee for benefit of the
Certificateholders, without recourse, all
right title and interest in the
Initial Mortgage Loans.
CHL further agrees (x) to cause The Bank of New York to enter
into the Corridor Contract Administration
Agreement as Corridor Contract
Administrator and (y) to assign all of its
right, title and interest in and to
the interest rate corridor transaction
evidenced by each Confirmation, and to
cause all of its obligations in respect of
such transaction to be assumed by,
the Corridor Contract Administrator, on the
terms and conditions set forth in
the Corridor Contract Assignment
Agreement.
(b) Subject to the execution and delivery of the related
Subsequent Transfer Agreement as provided
by Section 2.01(d) hereof and the
terms and conditions of this Agreement,
each Seller sells, transfers, assigns,
sets over and otherwise conveys to the
Depositor, without recourse, on each
Subsequent Transfer Date, all the right,
title and interest of such Seller in
and to the related Subsequent Mortgage
Loans, including all interest and
principal received and receivable by such
Seller on or with respect to such
Subsequent Mortgage Loans after the related
Subsequent Cut-off Date (to the
extent not applied in computing the Cut-off
Date Principal Balance thereof) or
deposited into the Certificate Account by
the Master Servicer on behalf of such
Seller as part of any related Subsequent
Certificate Account Deposit as provided
in this Agreement, other than principal due
on such Subsequent Mortgage Loans on
or
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<PAGE>
prior to the related Subsequent Cut-off
Date and interest accruing prior to the
related Subsequent Cut-off Date.
Immediately upon the conveyance of the Subsequent Mortgage
Loans referred to in the preceding
paragraph, the Depositor sells, transfers,
assigns, sets over and otherwise conveys to
the Trustee for benefit of the
Certificateholders, without recourse, all
right title and interest in the
Subsequent Mortgage Loans.
(c) Each Seller has entered into this Agreement in
consideration for the purchase of the
Mortgage Loans by the Depositor and has
agreed to take the actions specified
herein. The Depositor, concurrently with
the execution and delivery of this
Agreement, hereby sells, transfers, assigns
and otherwise conveys to the Trustee for
the use and benefit of the
Certificateholders, without recourse, all
right title and interest in the
portion of the Trust Fund not otherwise
conveyed to the Trustee pursuant to
Section 2.01(a) or (b) hereof.
(d) On any Business Day during the Funding Period designated
by CHL to the Trustee, the Sellers, the
Depositor and the Trustee shall
complete, execute and deliver a Subsequent
Transfer Agreement. After the
execution and delivery of such Subsequent
Transfer Agreement, on the Subsequent
Transfer Date, the Trustee shall set aside
in the Pre-Funding Account an amount
equal to the related Subsequent Transfer
Date Purchase Amount.
(e) The transfer of Subsequent Mortgage Loans on the
Subsequent Transfer Date is subject to the
satisfaction of each of the following
conditions:
(i) the Trustee and the Underwriters will be provided
Opinions of Counsel addressed to the Rating Agencies as with
respect to
the sale of the Subsequent Mortgage Loans conveyed on such
Subsequent
Transfer Date (such opinions being substantially similar to the
opinions delivered on the Closing Date to the Rating Agencies
with
respect to the sale of the Initial Mortgage Loans on the Closing
Date),
to be delivered as provided in Section 2.01(f) hereof;
(ii) the execution and delivery of such Subsequent
Transfer Agreement or conveyance of the related Subsequent
Mortgage
Loans does not result in a reduction or withdrawal of the
ratings
assigned to the Certificates by the Rating Agencies;
(iii) the Depositor shall deliver to the Trustee an
Officer's Certificate confirming the satisfaction of each of
the
conditions set forth in this Section 2.01(e) required to be
satisfied
by such Subsequent Transfer Date;
(iv) each Subsequent Mortgage Loan conveyed on such
Subsequent Transfer Date satisfies the representations and
warranties
applicable to it under this Agreement, provided, however, that
with
respect to a breach of
a representation and warranty with respect to a
Subsequent Mortgage Loan set forth in this clause (iv), the
obligation
under Section 2.03(e) hereof of the applicable Seller, to cure,
repurchase or replace such Subsequent Mortgage Loan shall
constitute
the sole remedy against such Seller respecting such breach
available to
Certificateholders, the Depositor or the Trustee;
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<PAGE>
(v) the Subsequent Mortgage Loans conveyed on such
Subsequent Transfer Date were selected in a manner reasonably
believed
not to be adverse to the interests of the Certificateholders;
(vi) no Subsequent Mortgage Loan conveyed on such
Subsequent Transfer Date was 30 or more days delinquent;
(vii) following the conveyance of the Subsequent
Mortgage Loans on such Subsequent Transfer Date, the
characteristics of
each Loan Group will not vary by more than the amount specified
below
(other than the percentage of Mortgage Loans secured by
Mortgaged
Properties located in the State of California, which will not
exceed
50% of the Mortgage Pool and the percentage of mortgage loans in
the
Credit Grade Categories of "C" or below, which will not exceed 10%
of
the Mortgage Loans in each Loan Group) from the characteristics
listed
below; provided that for the purpose of making such calculations,
the
characteristics for any Initial Mortgage Loan made will be taken as
of
the Initial Cut-off Date and the characteristics for any
Subsequent
Mortgage Loans will be taken as of the Subsequent Cut-off Date;
<TABLE>
<CAPTION>
Loan Group 1
Permitted Variance
Characteristic
or Range
-----------------------
------------------
<S>
<C>
<C>
Average Stated Principal Balance..................... $136,474
10.00%
Weighted Average Mortgage Rate.......................
7.733%
0.10%
Weighted Average Original Loan-to-Value Ratio........
73.06%
3.00%
Weighted Average Remaining Term to Maturity.......... 355 months
3 months
Weighted Average Credit Bureau Risk Score............ 591 points
5 points
Loan Group 2
Permitted Variance
Characteristic
or Range
-----------------------
------------------
Average Stated Principal Balance..................... $211,441
10.00%
Weighted Average Mortgage Rate.......................
7.507%
0.10%
Weighted
Average Original Loan-to-Value Ratio........
74.04%
3.00%
Weighted Average Remaining Term to Maturity.......... 354 months
3 months
Weighted Average Credit Bureau Risk Score............ 598 points
5 points
</TABLE>
(viii) none of the Sellers or the Depositor is
insolvent and neither of the Sellers nor the Depositor will be
rendered
insolvent by the conveyance of Subsequent Mortgage Loans on
such
Subsequent Transfer Date; and
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<PAGE>
(ix) the Trustee and the Underwriters will be
provided with an Opinion of Counsel, which Opinion of Counsel shall
not
be at the expense of either the Trustee or the Trust Fund,
addressed to
the Trustee, to the effect that such purchase of Subsequent
Mortgage
Loans will not (i) result in the imposition of the tax on
"prohibited
transactions" on the Trust Fund or contributions after the
Startup
Date, as defined in Sections 860F(a)(2) and 860G(d) of the
Code,
respectively or (ii) cause any REMIC formed hereunder to fail
to
qualify as a REMIC, such opinion to be delivered as provided in
Section
2.01(f) hereof.
The Trustee shall not be required to investigate or otherwise
verify compliance with these conditions,
except for its own receipt of documents
specified above, and shall be entitled to
rely on the required Officer's
Certificate.
(f) Within six Business Days after each Subsequent Transfer
Date, upon (1) delivery to the Trustee by
the Depositor of the Opinions of
Counsel referred to in Section 2.01(e)(1)
and (e)(9) hereof, (2) delivery to the
Trustee by CHL (on behalf of each Seller)
of a Loan Number and Borrower
Identification Mortgage Loan Schedule
reflecting the Subsequent Mortgage Loans
conveyed on such Subsequent Transfer Date
and the Loan Group into which each
Subsequent Mortgage Loan was conveyed, (3)
deposit in the Certificate Account by
the Master Servicer on behalf of the
Sellers of the applicable Subsequent
Certificate Account Deposit, and (4)
delivery to the Trustee by the Depositor of
an Officer's Certificate confirming the
satisfaction of each of the conditions
precedent set forth in this Section
2.01(f), the Trustee shall pay the
applicable Seller the Subsequent Transfer
Date Transfer Amount from such funds
that were set aside in the Pre-Funding
Account pursuant to Section 2.01(d)
hereof. The positive difference, if any,
between the Subsequent Transfer Date
Transfer Amount and the Subsequent Transfer
Date Purchase Amount shall be
re-invested by the Trustee in the
Pre-Funding Account.
The Trustee shall not be required to investigate or otherwise
verify compliance with the conditions set
forth in the preceding paragraph,
except for its own receipt of documents
specified above, and shall be entitled
to rely on the required Officer's
Certificate.
Within thirty days after each Subsequent Transfer Date, the
Depositor shall deliver to the Trustee a
letter of a nationally recognized firm
of independent public accountants stating
whether or not the Subsequent Mortgage
Loans conveyed on such Subsequent Transfer
Date conform to the characteristics
described in Section 2.01(e)(vi) and (vii)
hereof.
(g) In connection with the transfer and assignment of each
Mortgage Loan, the Depositor has delivered
to, and deposited with, the Trustee
(or, in the case of the Delay Delivery
Mortgage Loans, will deliver to, and
deposit with, the Trustee within the time
periods specified in the definition of
Delay Delivery Mortgage Loans) (except as
provided in clause (vi) below) for the
benefit of the Certificateholders, the
following documents or instruments with
respect to each such Mortgage Loan so
assigned (with respect to each Mortgage
Loan, clause (i) through (vi) below,
together, the "Mortgage File" for each such
Mortgage Loan):
(i) the original Mortgage Note, endorsed by manual or
facsimile signature in blank in the following form: "Pay to the
order
of ________________ without recourse", with all intervening
endorsements
that show a complete chain of
51
<PAGE>
endorsement from the originator to the Person endorsing the
Mortgage
Note (each such endorsement being sufficient to transfer all
right,
title and
interest of the party so endorsing, as noteholder or assignee
thereof, in and to that Mortgage Note), or, if the original
Mortgage
Note has been lost or destroyed and not replaced, an original lost
note
affidavit, stating that the original Mortgage Note was lost or
destroyed, together with a copy of the related Mortgage Note;
(ii) in the case of each Mortgage Loan that is not a
MERS Mortgage Loan, the original recorded Mortgage, and in the case
of
each MERS Mortgage Loan, the original Mortgage, noting the presence
of
the MIN of the Mortgage Loan and language indicating that the
Mortgage
Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with
evidence of
recording indicated thereon, or a copy of the Mortgage certified by
the
public recording office in which such Mortgage has been
recorded;
(iii) in the case of each Mortgage Loan that is not a
MERS Mortgage
Loan, a duly executed assignment of the Mortgage to
"Asset-Backed Certificates, Series 2005-9, CWABS, Inc., by The Bank
of
New York, a New York banking corporation, as trustee under the
Pooling
and Servicing Agreement dated as of September 1, 2005, without
recourse" (each such assignment, when duly and validly completed,
to be
in recordable form and sufficient to effect the assignment of
and
transfer to the assignee thereof, under the Mortgage to which
such
assignment relates);
(iv) the original recorded assignment or assignments
of the Mortgage together with all interim recorded assignments of
such
Mortgage (noting the presence of a MIN in the case of each MERS
Mortgage Loan);
(v) the original or copies of each assumption,
modification, written assurance or substitution agreement, if any;
and
(vi) the original or duplicate original lender's
title policy or a printout of the electronic equivalent and all
riders
thereto or, in the event such original title policy has not
been
received from the insurer, such original or duplicate original
lender's
title policy and all riders thereto shall be delivered within one
year
of the Closing Date.
In addition, in connection with the assignment of any MERS
Mortgage Loan, each Seller agrees that it
will cause, at such Seller's own
expense, the MERS(R) System to indicate
(and provide evidence to the Trustee
that it has done so) that such Mortgage
Loans have been assigned by such Seller
to the Trustee in accordance with this
Agreement for the benefit of the
Certificateholders by including (or
deleting, in the case of Mortgage Loans
which are repurchased in accordance with
this Agreement) in such computer files
(a) the code "[IDENTIFY TRUSTEE SPECIFIC
CODE]" in the field "[IDENTIFY THE
FIELD NAME FOR TRUSTEE]" which identifies
the Trustee and (b) the code
"[IDENTIFY SERIES SPECIFIC CODE NUMBER]" in
the field "Pool Field" which
identifies the series of the Certificates
issued in connection with such
Mortgage Loans. The Sellers further agree
that they will not, and will not
permit the Master Servicer to, and the
Master Servicer agrees that it will not,
alter the codes referenced in this
paragraph with respect to any Mortgage Loan
during the
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<PAGE>
term of this Agreement unless and until
such Mortgage Loan is repurchased in
accordance with the terms of this
Agreement.
In the event that in connection with any Mortgage Loan that is
not a MERS Mortgage Loan a Seller cannot
deliver the original recorded Mortgage
or all interim recorded assignments of the
Mortgage satisfying the requirements
of clause (ii), (iii) or (iv) concurrently
with the execution and delivery
hereof, such Seller shall deliver or cause
to be delivered to the Trustee a true
copy of such Mortgage and of each such
undelivered interim assignment of the
Mortgage each certified by such Seller, the
applicable title company, escrow
agent or attorney, or the originator of
such Mortgage, as the case may be, to be
a true and complete copy of the original
Mortgage or assignment of Mortgage
submitted for recording. For any such
Mortgage Loan that is not a MERS Mortgage
Loan each Seller shall promptly deliver or
cause to be delivered to the Trustee
such original Mortgage and such assignment
or assignments with evidence of
recording indicated thereon upon receipt
thereof from the public recording
official, or a copy thereof, certified, if
appropriate, by the relevant
recording office, but in no event shall any
such delivery be made later than 270
days following the Closing Date; provided
that in the event that by such date
such Seller is unable to deliver or cause
to be delivered each such Mortgage and
each interim assignment by reason of the
fact that any such documents have not
been returned by the appropriate recording
office, or, in the case of each
interim assignment, because the related
Mortgage has not been returned by the
appropriate recording office, such Seller
shall deliver or cause to be delivered
such documents to the Trustee as promptly
as possible upon receipt thereof. If
the public recording office in which a
Mortgage or interim assignment thereof is
recorded retains the original of such
Mortgage or assignment, a copy of the
original Mortgage or assignment so
retained, with evidence of recording thereon,
certified to be true and complete by such
recording office, shall satisfy a
Seller's obligations in Section 2.01
hereof. If any document submitted for
recording pursuant to this Agreement is (x)
lost prior to recording or rejected
by the applicable recording office, the
applicable Seller shall immediately
prepare or cause to be prepared a
substitute and submit it for recording, and
shall deliver copies and originals thereof
in accordance with the foregoing or
(y) lost after recording, the applicable
Seller shall deliver to the Trustee a
copy of such document certified by the
applicable public recording office to be
a true and complete copy of the original
recorded document. Each Seller shall
promptly forward or cause to be forwarded
to the Trustee (x) from time to time
additional original documents evidencing an
assumption or modification of a
Mortgage Loan and (y) any other documents
required to be delivered by the
Depositor or the Master Servicer to the
Trustee within the time periods
specified in this Section 2.01.
With respect to each Mortgage Loan other than a MERS Mortgage
Loan as to which the related Mortgaged
Property and Mortgage File are located in
(a) the State of California or (b) any
other jurisdiction under the laws of
which the recordation of the assignment
specified in clause (iii) above is not
necessary to protect the Trustee's and the
Certificateholders' interest in the
related Mortgage Loan, as evidenced by an
Opinion of Counsel delivered by CHL to
the Trustee, and a copy to the Rating
Agencies, in lieu of recording the
assignment specified in clause (iii) above,
the applicable Seller may deliver an
unrecorded assignment in blank, in form
otherwise suitable for recording to the
Trustee; provided that if the related
Mortgage has not been returned from the
applicable public recording office, such
assignment, or any copy thereof, of the
Mortgage may exclude the information to be
provided by the recording office. As
to any Mortgage Loan other than a MERS
Mortgage Loan, the procedures of the
preceding sentence
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<PAGE>
shall be applicable only so long as the
related Mortgage File is maintained in
the possession of the Trustee in the State
or jurisdiction described in such
sentence. In the event that with respect to
Mortgage Loans other than MERS
Mortgage Loans (i) any Seller, the
Depositor, the Master Servicer or the NIM
Insurer gives written notice to the Trustee
that recording is required to
protect the right, title and interest of
the Trustee on behalf of the
Certificateholders in and to any Mortgage
Loan, (ii) a court recharacterizes any
sale of the Mortgage Loans as a financing,
or (iii) as a result of any change in
or amendment to the laws of the State or
jurisdiction described in the first
sentence of this paragraph or any
applicable political subdivision thereof, or
any change in official position regarding
application or interpretation of such
laws, including a holding by a court of
competent jurisdiction, such recording
is so required, the Trustee shall complete
the assignment in the manner
specified in clause (iii) of the second
paragraph of this Section 2.01(g) and
CHL shall submit or cause to be submitted
for recording as specified above or,
should CHL fail to perform such
obligations, the Trustee shall cause the Master
Servicer, at the Master Servicer's expense,
to cause each such previously
unrecorded assignment to be submitted for
recording as specified above. In the
event a Mortgage File is released to the
Master Servicer as a result of the
Master Servicer's having completed a
Request for Document Release, the Trustee
shall complete the assignment of the
related Mortgage in the manner specified in
clause (iii) of the second paragraph of
this Section 2.01(g).
So long as
the Trustee or its agent maintains an office in the
State of California, the Trustee or its
agent shall maintain possession of and
not remove or attempt to remove from the
State of California any of the Mortgage
Files as to which the related Mortgaged
Property is located in such State. In
the event that a Seller fails to record an
assignment of a Mortgage Loan as
herein provided within 90 days of notice of
an event set forth in clause (i),
(ii) or (iii) of the above paragraph, the
Master Servicer shall prepare and, if
required hereunder, file such assignments
for recordation in the appropriate
real property or other records office. Each
Seller hereby appoints the Master
Servicer (and any successor servicer
hereunder) as its attorney-in-fact with
full power and authority acting in its
stead for the purpose of such
preparation, execution and filing.
In the case of Mortgage Loans that become the subject of a
Principal Prepayment between the Closing
Date (in the case of Initial Mortgage
Loans) or related Subsequent Transfer Date
(in the case of Subsequent Mortgage
Loans) and the Cut-off Date, CHL shall
deposit or cause to be deposited in the
Certificate Account the amount required to
be deposited therein with respect to
such payment pursuant to Section 3.05
hereof.
Notwithstanding anything to the contrary in this Agreement,
within thirty days after the Closing Date
(in the case of Initial Mortgage
Loans) or within twenty days after the
related Subsequent Transfer Date (in the
case of Subsequent Mortgage Loans), CHL (on
behalf of each Seller) shall either
(i) deliver to the Trustee the Mortgage
File as required pursuant to this
Section 2.01 for each Delay Delivery
Mortgage Loan or (ii) (A) repurchase the
Delay Delivery Mortgage Loan or (B)
substitute the Delay Delivery Mortgage Loan
for a Replacement Mortgage Loan, which
repurchase or substitution shall be
accomplished in the manner and subject to
the conditions set forth in Section
2.03 hereof, provided that if CHL fails to
deliver a Mortgage File for any Delay
Delivery Mortgage Loan within the period
provided in the prior sentence, the
cure period provided for in Section 2.02
hereof or in Section 2.03 hereof shall
not apply to the initial delivery of the
Mortgage File for such Delay Delivery
Mortgage Loan, but rather CHL shall
have
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<PAGE>
five (5) Business Days to cure such failure
to deliver. CHL shall promptly
provide each Rating Agency with written
notice of any cure, repurchase or
substitution made pursuant to the proviso
of the preceding sentence. On or
before the thirtieth (30th) day (or if such
thirtieth day is not a Business Day,
the succeeding Business Day) after the
Closing Date (in the case of Initial
Mortgage Loans) or within twenty days after
the related Subsequent Transfer Date
(in the case of Subsequent Mortgage Loans),
the Trustee shall, in accordance
with the provisions of Section 2.02 hereof,
send a Delay Delivery Certification
substantially in the form annexed hereto as
Exhibit G-3 (with any applicable
exceptions noted thereon) for all Delay
Delivery Mortgage Loans delivered within
thirty (30) days after such date. The
Trustee will promptly send a copy of such
Delay Delivery Certification to each Rating
Agency.
Section 2.02 Acceptance by Trustee of the Mortgage Loans.
(a) The Trustee acknowledges receipt, subject to the
limitations contained in and any exceptions
noted in the Initial Certification
in the form annexed hereto as Exhibit G-1
and in the list of exceptions attached
thereto, of the documents referred to in
clauses (i) and (iii) of Section
2.01(g) above with respect to the Initial
Mortgage Loans and all other assets
included in the Trust Fund and declares
that it holds and will hold such
documents and the other documents delivered
to it constituting the Mortgage
Files, and that it holds or will hold such
other assets included in the Trust
Fund, in trust for the exclusive use and
benefit of all present and future
Certificateholders.
The Trustee agrees to execute and deliver on the Closing Date
to the Depositor, the Master Servicer and
CHL (on behalf of each Seller) an
Initial Certification substantially in the
form annexed hereto as Exhibit G-1 to
the effect that, as to each Initial
Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Initial Mortgage
Loan paid in full or any Initial
Mortgage Loan specifically identified in
such certification as not covered by
such certification), the documents
described in Section 2.01(g)(i) hereof and,
in the case of each Initial Mortgage Loan
that is not a MERS Mortgage Loan, the
documents described in Section 2.01(g)(iii)
hereof with respect to such Initial
Mortgage Loans as are in the Trustee's
possession and based on its review and
examination and only as to the foregoing
documents, such documents appear
regular on their face and relate to such
Initial Mortgage Loan. The Trustee
agrees to execute and deliver within 30
days after the Closing Date to the
Depositor, the Master Servicer and CHL (on
behalf of each Seller) an Interim
Certification substantially in the form
annexed hereto as Exhibit G-2 to the
effect that, as to each Initial Mortgage
Loan listed in the Mortgage Loan
Schedule (other than any Initial Mortgage
Loan paid in full or any Initial
Mortgage Loan specifically identified in
such certification as not covered by
such certification) all documents required
to be delivered to the Trustee
pursuant to the Agreement with respect to
such Initial Mortgage Loans are in its
possession (except those documents
described in Section 2.01(g)(vi) hereof) and
based on its review and examination and
only as to the foregoing documents, (i)
such documents appear regular on their face
and relate to such Initial Mortgage
Loan, and (ii) the information set forth in
items (i), (iv), (v), (vi), (viii),
(ix) and (xvii) of the definition of the
"Mortgage Loan Schedule" accurately
reflects information set forth in the
Mortgage File. On or before the thirtieth
(30th) day after the Closing Date (or if
such thirtieth day is not a Business
Day, the succeeding Business Day), the
Trustee shall deliver to the Depositor,
the Master Servicer and CHL (on behalf of
each Seller) a Delay Delivery
Certification with respect to the Initial
Mortgage Loans substantially in the
form annexed hereto as Exhibit G-3, with
any applicable exceptions noted
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thereon. The Trustee shall be under no duty
or obligation to inspect, review or
examine such documents, instruments,
certificates or other papers to determine
that the same are genuine, enforceable or
appropriate for the represented
purpose or that they have actually been
recorded in the real estate records or
that they are other than what they purport
to be on their face.
Not later than 180 days after the Closing Date, the Trustee
shall deliver to the Depositor, the Master
Servicer and CHL (on behalf of each
Seller), and to any Certificateholder that
so requests, a Final Certification
with respect to the Initial Mortgage Loans
substantially in the form annexed
hereto as Exhibit H, with any applicable
exceptions noted thereon.
In connection with the Trustee's completion and delivery of
such Final Certification, the Trustee shall
review each Mortgage File with
respect to the Initial Mortgage Loans to
determine that such Mortgage File
contains the following documents:
(i) the original Mortgage Note, endorsed by manual or
facsimile
signature in blank in the following form: "Pay to the order
of ________________ without recourse", with all intervening
endorsements that show a complete chain of endorsement from the
originator to the Person endorsing the Mortgage Note (each such
endorsement being sufficient to transfer all right, title and
interest
of the party so endorsing, as noteholder or assignee thereof, in
and to
that Mortgage Note), or, if the original Mortgage Note has been
lost or
destroyed and not replaced, an original lost note affidavit,
stating
that the original Mortgage Note was lost or destroyed, together
with a
copy of the related Mortgage Note;
(ii) in the case of each Initial Mortgage Loan that
is not a MERS Mortgage Loan, the original recorded Mortgage, and in
the
case of each Initial Mortgage Loan that is a MERS Mortgage Loan,
the
original Mortgage, noting the presence of the MIN of the
Initial
Mortgage Loan and language indicating that the Mortgage Loan is a
MOM
Loan if the Initial Mortgage Loan is a MOM Loan, with evidence
of
recording indicated thereon, or a copy of the Mortgage certified by
the
public recording office in which Mortgage has been recorded;
(iii) in the case of each Initial Mortgage Loan that
is not a MERS Mortgage Loan, a duly executed assignment of the
Mortgage
in the form permitted by Section 2.01 hereof;
(iv) the original recorded assignment or assignments
of the Mortgage together with all interim recorded assignments of
such
Mortgage (noting the presence of a MIN in the case of each MERS
Mortgage Loan);
(v) the original or copies of each assumption,
modification, written assurance or substitution agreement, if any;
and
(vi) the original or duplicate original lender's
title policy or a printout of the electronic equivalent and all
riders
thereto.
If, in the course of such review, the Trustee finds any
document or documents constituting a part
of such Mortgage File that do not meet
the requirements of clauses (i)-(iv)
and
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(vi) above, the Trustee shall include such
exceptions in such Final
Certification (and the Trustee shall state
in such Final Certification whether
any Mortgage File does not then include the
original or duplicate original
lender's title policy or a printout of the
electronic equivalent and all riders
thereto). If the public recording office in
which a Mortgage or assignment
thereof is recorded retains the original of
such Mortgage or assignment, a copy
of the original Mortgage or assignment so
retained, with evidence of recording
thereon, certified to be true and complete
by such recording office, shall be
deemed to satisfy the requirements of
clause (ii), (iii) or (iv) above, as
applicable. CHL shall promptly correct or
cure such defect referred to above
within 90 days from the date it was so
notified of such defect and, if CHL does
not correct or cure such defect within such
period, CHL shall either (A) if the
time to cure such defect expires prior to
the end of the second anniversary of
the Closing Date, substitute for the
related Initial Mortgage Loan a Replacement
Mortgage Loan, which substitution shall be
accomplished in the manner and
subject to the conditions set forth in
Section 2.03 hereof, or (B) purchase such
Initial Mortgage Loan from the Trust Fund
within 90 days from the date CHL was
notified of such defect in writing at the
Purchase Price of such Initial
Mortgage Loan; provided that any such
substitution pursuant to (A) above or
repurchase pursuant to (B) above shall not
be effected prior to the delivery to
the Trustee of the Opinion of Counsel
required by Section 2.05 hereof and any
substitution pursuant to (A) above shall
not be effected prior to the additional
delivery to the Trustee of a Request for
File Release. No substitution will be
made in any calendar month after the
Determination Date for such month. The
Purchase Price for any such Initial
Mortgage Loan shall be deposited by CHL in
the Certificate Account and, upon receipt
of such deposit and Request for File
Release with respect thereto, the Trustee
shall release the related Mortgage
File to CHL and shall execute and deliver
at CHL's request such instruments of
transfer or assignment as CHL has prepared,
in each case without recourse, as
shall be necessary to vest in CHL, or a
designee, the Trustee's interest in any
Initial Mortgage Loan released pursuant
hereto. If pursuant to the foregoing
provisions CHL repurchases an Initial
Mortgage Loan that is a MERS Mortgage
Loan, the Master Servicer shall cause MERS
to execute and deliver an assignment
of the Mortgage in recordable form to
transfer the Mortgage from MERS to CHL and
shall cause such Mortgage to be removed
from registration on the MERS(R) System
in accordance with MERS' rules and
regulations.
The Trustee shall retain possession and custody of each
Mortgage File in accordance with and
subject to the terms and conditions set
forth herein. Each Seller shall promptly
deliver to the Trustee, upon the
execution or receipt thereof, the originals
of such other documents or
instruments constituting the Mortgage File
that come into the possession of such
Seller from time to time.
It is understood and agreed that the obligation of CHL to
substitute for or to purchase any Mortgage
Loan that does not meet the
requirements of Section 2.02(a) above shall
constitute the sole remedy
respecting such defect available to the
Trustee, the Depositor and any
Certificateholder against any Seller.
It is understood and agreed that the obligation of CHL to
substitute for or to purchase, pursuant to
Section 2.02(a) hereof, any Initial
Mortgage Loan whose Mortgage File contains
any document or documents that does
not meet the requirements of clauses
(i)-(iv) and (vi) above and which defect is
not corrected or cured by CHL within 90
days from the date it was
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notified of such defect, shall constitute
the sole remedy respecting such defect
available to the Trustee, the Depositor and
any Certificateholder against any
Seller.
(b) The Trustee agrees to execute and deliver on the
Subsequent Transfer Date to the Depositor,
the Master Servicer and CHL (on
behalf of each Seller) an Initial
Certification substantially in the form
annexed hereto as Exhibit G-4 to the effect
that, as to each Subsequent Mortgage
Loan listed in the Mortgage Loan Schedule
(other than any Subsequent Mortgage
Loan paid in full or any Subsequent
Mortgage Loan specifically identified in
such certification as not covered by such
certification), the documents
described in Section 2.01(g)(i) hereof and,
in the case of each Subsequent
Mortgage Loan that is not a MERS Mortgage
Loan, the documents described in
Section 2.01(g)(iii) hereof, with respect
to such Subsequent Mortgage Loan are
in its possession, and based on its review
and examination and only as to the
foregoing documents, such documents appear
regular on their face and relate to
such Subsequent Mortgage Loan.
The Trustee agrees to execute and deliver within 30 days after
the Subsequent Transfer Date to the
Depositor, the Master Servicer and CHL (on
behalf of each Seller) an Interim
Certification substantially in the form
annexed hereto as Exhibit G-2 to the effect
that, as to each Subsequent Mortgage
Loan listed in the Mortgage Loan Schedule
(other than any Subsequent Mortgage
Loan paid in full or any Subsequent
Mortgage Loan specifically identified in
such certification as not covered by such
certification), all documents required
to be delivered to it pursuant to this
Agreement with respect to such Subsequent
Mortgage Loan are in its possession (except
those described in Section
2.01(g)(vi) hereof) and based on its review
and examination and only as to the
foregoing documents, (i) such documents
appear regular on their face and relate
to such Subsequent Mortgage Loan, and (ii)
the information set forth in items
(i), (iv), (v), (vi), (viii), (ix) and
(xvii) of the definition of the "Mortgage
Loan Schedule" accurately reflects
information set forth in the Mortgage File.
On or before the thirtieth (30th) day after
the Subsequent Transfer Date (or if
such thirtieth day is not a Business Day,
the succeeding Business Day), the
Trustee shall deliver to the Depositor, the
Master Servicer and CHL (on behalf
of each Seller) a Delay Delivery
Certification with respect to the Subsequent
Mortgage Loans substantially in the form
annexed hereto as Exhibit G-3, with any
applicable exceptions noted thereon,
together with a Subsequent Certification
substantially in the form annexed hereto as
Exhibit G-4. The Trustee shall be
under no duty or obligation to inspect,
review or examine such documents,
instruments, certificates or other papers
to determine that the same are
genuine, enforceable or appropriate for the
represented purpose or that they
have actually been recorded in the real
estate records or that they are other
than what they purport to be on their
face.
Not
later than 180 days after the Subsequent Transfer Date,
the Trustee shall deliver to the Depositor,
the Master Servicer, CHL (on behalf
of each Seller) and to any
Certificateholder that so requests a Final
Certification with respect to the
Subsequent Mortgage Loans substantially in the
form annexed hereto as Exhibit H, with any
applicable exceptions noted thereon.
In connection with the Trustee's completion and delivery of
such Final Certification, the Trustee shall
review each Mortgage File with
respect to the Subsequent Mortgage Loans to
determine that such Mortgage File
contains the following documents:
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(i) the original Mortgage Note, endorsed by manual or
facsimile signature in blank in the following form: "Pay to the
order
of ________________ without recourse", with all intervening
endorsements that show a complete chain of endorsement from the
originator to the Person endorsing the Mortgage Note (each such
endorsement being sufficient to transfer all right, title and
interest
of the party so endorsing, as noteholder or assignee thereof, in
and to
that Mortgage Note), or, if the original Mortgage Note has been
lost or
destroyed and not replaced, an original lost note affidavit,
stating
that the original Mortgage Note was lost or destroyed, together
with a
copy of the related Mortgage Note;
(ii) in
the case of each Subsequent Mortgage Loan
that is not a MERS Mortgage Loan, the original recorded Mortgage,
and<
