Exhibit 4.1
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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
THE BANK OF NEW YORK,
Trustee
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
Co-Trustee
------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2005
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ASSET-BACKED CERTIFICATES, SERIES 2005-6
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<TABLE>
<CAPTION>
Table of Contents
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Page
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ARTICLE I.
DEFINITIONS
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Section 1.01 Defined
Terms.................................................................8
Section 1.02 Certain Interpretive
Provisions..............................................47
ARTICLE II.
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage
Loans.................................................47
Section 2.02 Acceptance by Trustee of the
Mortgage Loans..................................54
Section 2.03 Representations, Warranties
and Covenants of the Master Servicer and
the
Sellers..................................................................60
Section 2.04 Representations and
Warranties of the Depositor..............................78
Section 2.05 Delivery of Opinion of
Counsel in Connection with Substitutions and
Repurchases..................................................................79
Section 2.06 Authentication and Delivery
of Certificates..................................80
Section 2.07 Covenants of the Master
Servicer.............................................80
ARTICLE III.
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01 Master Servicer to Service
Mortgage Loans....................................81
Section 3.02 Subservicing; Enforcement of
the Obligations of Master Servicer..............82
Section 3.03 Rights of the Depositor, the
Sellers, the Certificateholders, the NIM
Insurer and the Trustee in Respect of the Master
Servicer....................83
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..........84
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........................................................................88
Section 3.08 Permitted Withdrawals from
the Certificate Account, Distribution
Account, Carryover Reserve Fund and the Principal Reserve
Fund...............89
Section 3.09
[Reserved]...................................................................91
Section 3.10 Maintenance of Hazard
Insurance..............................................91
Section 3.11 Enforcement of Due-On-Sale
Clauses; Assumption Agreements....................92
Section 3.12 Realization Upon Defaulted
Mortgage Loans; Determination of Excess
Proceeds and Realized Losses; Repurchase of Certain Mortgage
Loans...........93
Section 3.13 Co-Trustee to Cooperate;
Release of Mortgage Files...........................97
Section 3.14 Documents, Records and Funds
in Possession of Master Servicer to be
Held for the
Trustee.........................................................98
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Section 3.15 Servicing
Compensation.......................................................99
Section 3.16 Access to Certain
Documentation..............................................99
Section 3.17 Annual Statement as to
Compliance............................................99
Section 3.18 Annual Independent Public
Accountants' Servicing Statement; Financial
Statements..................................................................100
Section 3.19 The Corridor
Contracts......................................................100
Section 3.20 Prepayment
Charges..........................................................101
ARTICLE IV.
DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
Section 4.01 Advances; Remittance
Reports................................................102
Section 4.02 Reduction of Servicing
Compensation in Connection with Prepayment
Interest
Shortfalls.........................................................103
Section 4.03
[Reserved]..................................................................104
Section 4.04
Distributions...............................................................104
Section 4.05 Monthly Statements to
Certificateholders....................................113
Section 4.06
[Reserved]..................................................................116
Section 4.07
[Reserved]..................................................................116
Section 4.08 Carryover Reserve
Fund......................................................116
ARTICLE V.
THE CERTIFICATES
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...................123
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.............................................125
ARTICLE VI.
THE DEPOSITOR, THE MASTER SERVICER AND THE SELLERS
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........................................126
Section 6.04 Limitation on Resignation of
Master Servicer................................126
Section 6.05 Errors and Omissions
Insurance; Fidelity Bonds..............................127
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ARTICLE VII.
DEFAULT; TERMINATION OF MASTER SERVICER
Section 7.01 Events of
Default...........................................................127
Section 7.02 Trustee to Act; Appointment
of Successor....................................129
Section 7.03 Notification to
Certificateholders..........................................130
ARTICLE VIII.
CONCERNING THE TRUSTEE AND THE CO-TRUSTEE
Section 8.01 Duties of
Trustee...........................................................131
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..........................134
Section 8.06 Eligibility Requirements for
Trustee........................................134
Section 8.07 Resignation and Removal of
Trustee..........................................135
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
Co-Trustee..................................................................140
Section 8.13 Access to Records of the
Trustee............................................143
Section 8.14 Suits for
Enforcement.......................................................143
ARTICLE IX.
TERMINATION
Section 9.01 Termination upon Liquidation
or Repurchase of all Mortgage Loans............143
Section 9.02 Final Distribution on the
Certificates......................................144
Section 9.03 Additional Termination
Requirements.........................................146
ARTICLE X.
MISCELLANEOUS PROVISIONS
Section 10.01
Amendment...................................................................147
Section 10.02 Recordation of Agreement;
Counterparts......................................148
Section 10.03 Governing
Law...............................................................149
Section 10.04 Intention of
Parties........................................................149
Section 10.05
Notices.....................................................................149
Section 10.06 Severability of
Provisions..................................................151
Section 10.07
Assignment..................................................................151
Section 10.08 Limitation on Rights of
Certificateholders..................................151
Section 10.09 Inspection and Audit
Rights.................................................152
Section 10.10 Certificates Nonassessable and
Fully Paid...................................152
Section 10.11 Rights of NIM
Insurer.......................................................152
</TABLE>
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<TABLE>
<CAPTION>
Exhibits
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EXHIBIT A-1
Form of Class 1-A-1 Certificate
EXHIBIT A-2
Form of Class 1-A-2 Certificate
EXHIBIT A-3
Form of Class 2-A-1 Certificate
EXHIBIT A-4
Form of Class 2-A-2 Certificate
EXHIBIT A-5 Form of
Class 2-A-3 Certificate
EXHIBIT A-6
Form of Class M-1 Certificate
EXHIBIT A-7
Form of Class M-2 Certificate
EXHIBIT A-8
Form of Class M-3 Certificate
EXHIBIT A-9
Form of Class M-4 Certificate
EXHIBIT A-10
Form of Class M-5 Certificate
EXHIBIT A-11
Form of Class M-6 Certificate
EXHIBIT A-12
Form of Class M-7 Certificate
EXHIBIT A-13
Form of Class M-8 Certificate
EXHIBIT A-14
Form of Class B Certificate
EXHIBIT B
Form of Class P Certificate
EXHIBIT C
Form of Class C Certificate
EXHIBIT D
Form of Class A-R Certificate
EXHIBIT E
Form of Tax Matters Person Certificate (Class A-R)
EXHIBIT F
Mortgage Loan Schedule
EXHIBIT F-1
List of Initial Mortgage Loans
EXHIBIT F-2
Mortgage Loans for which All or a Portion of a Related Mortgage
File is not Delivered to the Trustee on or prior to the Closing
Date
EXHIBIT G
Forms of Certification of Trustee
EXHIBIT G-1
Form of Initial Certification of Trustee (Initial Mortgage
Loans)
EXHIBIT G-2
Form of Interim Certification of Trustee
EXHIBIT G-3
Form of Delay Delivery Certification
EXHIBIT G-4
Form of Initial Certification of Trustee (Subsequent Mortgage
Loans)
EXHIBIT H
Form of Final Certification of Trustee
EXHIBIT I-1
Transfer Affidavit for Class A-R Certificates
EXHIBIT J-1
Form of Transferor Certificate for Class A-R Certificates
EXHIBIT J-2
Form of Transferor Certificate for Private Certificates
EXHIBIT K
Form of Investment Letter (Non-Rule 144A)
EXHIBIT L
Form of Rule 144A Letter
EXHIBIT M
Form of Request for Document Release
EXHIBIT N
Form of Request for File Release
EXHIBIT O
Copy of Depository Agreement
EXHIBIT P
Form of Subsequent Transfer Agreement
EXHIBIT Q
Form of Corridor Contracts
EXHIBIT Q-1
Form of Class 1-A 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
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EXHIBIT S
Form of Corridor Contract Assignment Agreement
EXHIBIT T
Officer's Certificate with respect to Prepayments
SCHEDULE I
Prepayment Charge Schedule and Prepayment Charge Summary
SCHEDULE II
Collateral Schedule
</TABLE>
v
<PAGE>
POOLING AND SERVICING AGREEMENT, dated as of June 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"), THE BANK OF NEW YORK,
a New York banking corporation, as trustee
(the "Trustee"), and THE BANK OF
NEW YORK TRUST COMPANY, N.A. a national
banking association, as co-trustee
(the "Co-Trustee").
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby
conveyed to the Trustee in return for the
Certificates. The Trust Fund
(excluding the Carryover Reserve Fund, the
assets held in the Pre-Funding
Account and the 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 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.
Initial Pass-Through
Corresponding
REMIC 1 Interests
Balance
Rate
Loan Group(s)
-------------------------------
------------
--------------
-----------------
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
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------------------
(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-1P 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) 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
September 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
September
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 September 2005 is a per annum rate equal to
0.00%.
For any
Distribution Date (and the related Accrual Period) following
the
Distribution Date in September 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 September 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
September
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
September 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 September 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.
Initial
Pass-Through
Corresponding
REMIC 2 Interests
Balance
Rate
Loan Group
-----------------------------------
----------
--------------
---------------
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
------------------
(1) 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.
(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.
(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>
Corresponding
Initial Principal Pass-Through
Class of
REMIC 3 Interests
Balance
Rate
Certificates
--------------------- ------------------
--------------
----------------
R-3-1-A-1...........
(1)
(2)
1-A-1
R-3-1-A-2...........
(1)
(2)
1-A-2
R-3-2-A-1...........
(1)
(3)
2-A-1
R-3-2-A-2...........
(1)
(3)
2-A-2
R-3-2-A-3...........
(1)
(3)
2-A-3
R-3-M-1.............
(1)
(4)
M-1
R-3-M-2.............
(1)
(4)
M-2
R-3-M-3.............
(1)
(4)
M-3
R-3-M-4.............
(1)
(4)
M-4
R-3-M-5.............
(1)
(4)
M-5
R-3-M-6.............
(1)
(4)
M-6
R-3-M-7.............
(1)
(4)
M-7
R-3-M-8.............
(1)
(4)
M-8
R-3-B...............
(1)
(4)
B
R-3-P...............
$100
(5)
P
R-3-Accrual.........
(1)
(6)
N/A
R-3-R...............
(7)
(7)
N/A
R-3-X...............
(8)
(9)
N/A
------------------
(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 Class 1-A Net Rate Cap.
(3) 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 Class 2-A Net Rate Cap.
(4) The pass-through rate with
respect to any Distribution Date (and the
related
Accrual Period) for this REMIC 3 Interest is a per annum rate
equal to
the Adjusted Subordinate Net Rate Cap. For federal income tax
purposes
the Adjusted Subordinate Net Rate Cap will equal the
Calculation Rate with respect to the R-2-C and R-2-D Interests.
(5) The R-3-P Interest is
entitled to all amounts payable with respect to
the R-2-P
Interest. It pays no interest.
(6) The pass-through rate with
respect to any Distribution Date (and the
related
Accrual Period) for this REMIC 3 Interest is a per annum rate
equal to
the weighted average of the Class 1-A Net Rate Cap and the
Class 2-A
Net Rate Cap (the "Loan Group 1/2 Net Rate Cap").
6
<PAGE>
(7) 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.
(8) This REMIC 3 Interest pays
no principal.
(9) 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:
(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......................
$470,428,000
(1)
Class 1-A-2......................
$117,607,000
(1)
Class 2-A-1......................
$370,189,000
(1)
Class 2-A-2......................
$321,498,000
(1)
Class 2-A-3......................
$67,528,000
(1)
Class M-1........................
$88,400,000
(1)
Class M-2........................
$61,200,000
(1)
Class M-3........................
$36,550,000
(1)
Class M-4........................
$32,300,000
(1)
Class M-5........................
$29,750,000
(1)
Class M-6........................
$28,050,000
(1)
Class M-7........................
$24,650,000
(1)
Class M-8........................
$23,800,000
(1)
Class B..........................
$22,100,000
(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) each of the Class 1-A Certificates will
be subject
to a cap equal to the Class 1-A Net Rate Cap, (ii) the Class
2-A
Certificates will be subject to a cap equal to the Class 2-A
Net
Rate Cap,
and (iii) the Class M and Class B Certificates will be
subject to
a cap equal to the Adjusted Subordinate Net Rate Cap. Any
entitlement of any class of Certificates to Net Rate Carryover and
any
entitlement of the Class M and Class B Certificates to interest
payments
in excess
of the Adjusted
7
<PAGE>
Subordinate Net Rate Cap, will be treated as paid by the Master
REMIC to
the Class
C Certificates and then paid to such Class of Certificates
pursuant
to a limited recourse cap contract as described in Section 8.11
herein.
(2) The Class 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 on the REMIC 1 Group 1 and 2 Interests equal to
the excess
of the Loan Group 1/2 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" or "Accrual" designation in the column entitled
"REMIC 3 Interests" with
each such Class other than the Accrual
Interest,
subject to a cap 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 interest accrued on the REMIC 1
Group 1
and Group 2 Interests less the interest accrued on the A, M and
B
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
Prepayment
Charges distributed 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
8
<PAGE>
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, Class 2-A and
Subordinate Certificates.
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
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 Class 1-A Net Rate
Cap and Class 2-A 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 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
9
<PAGE>
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 or the Class 1-A-2
Certificates pursuant to this
Agreement, which shall equal (i) in the
case of the Subordinate Certificates,
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) 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, and (ii) in
the case of the Class 1-A-2
Certificates, after the Certificate
Principal Balances of the Subordinate
Certificates have been reduced to zero, the
amount, if any, by which the
aggregate Certificate Principal Balance of
the Class 1-A Certificates (after
all distributions of principal on such
Distribution Date) exceeds the sum of
(x) the Stated Principal Balance of the
Group 1 Mortgage Loans for such
Distribution Date and (y) the amount on
deposit in the Pre-Funding Account in
respect of Loan Group 1, 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 C
10
<PAGE>
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 2005-6". Funds in the
Carryover Reserve Fund shall be
held in trust for the Certificateholders
for the uses and purposes set forth
in this Agreement.
Certificate: Any one of the certificates of any Class executed
and
authenticated by the Trustee in
substantially the forms attached hereto as
Exhibits A-1 through A-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, Inc.,
Asset-Backed Certificates, Series 2005-6".
Funds in the Certificate Account
shall be held in trust for the
Certificateholders for the uses and purposes
set forth in this Agreement.
Certificate Owner: With respect to a Book-Entry Certificate,
the
person that is the beneficial owner of such
Book-Entry Certificate.
Certificate Principal Balance: As to any Certificate (other
than
the Class C Certificates) and as of any
Distribution Date, the Initial
Certificate Principal Balance of such
Certificate (A) less the sum of (i) all
amounts distributed with respect to such
Certificate in reduction of the
Certificate Principal Balance thereof on
previous Distribution Dates pursuant
to Section 4.04, and (ii) with respect to
the Class 1-A-2 Certificates or 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 1-A-2 Certificates or
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
11
<PAGE>
evidenced thereby shall not be taken into
account in determining whether the
requisite amount of Voting Interests
necessary to effect such consent has been
obtained; provided that if any such Person
(including the Depositor) owns 100%
of the Voting Interests evidenced by a
Class of Certificates, such
Certificates shall be deemed to be
Outstanding for purposes of any provision
hereof (other than the second sentence of
Section 10.01 hereof) that requires
the consent of the Holders of Certificates
of a particular Class as a
condition to the taking of any action
hereunder. The Trustee is entitled to
rely conclusively on a certification of the
Depositor or any affiliate of the
Depositor in determining which Certificates
are registered in the name of an
affiliate of the Depositor.
CHL: Countrywide Home Loans, Inc., a New York corporation, and
its
successors and assigns.
CHL Mortgage Loans: The Mortgage Loans identified as such on
the
Mortgage Loan Schedule for which CHL is the
applicable Seller.
Class: All Certificates bearing the same Class designation as
set
forth in Section 5.01 hereof.
Class 1-A Certificate: Any Class 1-A-1 Certificate or Class
1-A-2
Certificate.
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-2 Certificate: Any Certificate designated as a "Class
1-A-2 Certificate" on the face thereof, in
the form of Exhibit A-2 hereto,
representing the right to distributions as
set forth herein.
Class 1-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-1.
Class 1-A Corridor Contract Termination Date: With respect to
the
Class 1-A Corridor Contract, the
Distribution Date in September 2008.
Class 1-A 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 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 Principal
Distribution Target Amount and the
denominator of which is the sum of the
Class 1-A Principal Distribution Target
Amount and Class 2-A Principal
Distribution Target Amount.
12
<PAGE>
Class 1-A Principal Distribution Target Amount: With respect to
any Distribution Date, the excess of (1)
the aggregate Certificate Principal
Balance of the Class 1-A Certificates
immediately prior to such Distribution
Date, over (2) the lesser of (x) 53.00% 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 Certificate: Any Class 2-A-1 Certificate, Class 2-A-2
Certificate, or Class 2-A-3
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-3 hereto,
representing the right to distributions as
set forth herein.
Class 2-A-2 Certificate: Any Certificate designated as a "Class
2-A-2 Certificate" on the face thereof, in
the form of Exhibit A-4 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-5 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 November 2008.
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 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) 53.00% 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.
13
<PAGE>
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.
Class B Certificate: Any Certificate designated as a "Class B
Certificate" on the face thereof, in the
form of Exhibit A-14 hereto,
representing the right to distributions as
set forth herein.
Class C Certificate: Any Certificate designated as a "Class C
Certificate" on the face thereof, in the
form of Exhibit C hereto,
representing the right to distributions as
set forth herein.
Class C Distributable Amount: As defined in the Preliminary
Statement.
Class M-1 Certificate: Any Certificate designated as a "Class
M-1
Certificate" on the face thereof, in the
form of Exhibit A-6 hereto,
representing the right to distributions as
set forth herein.
Class M-2 Certificate: Any Certificate designated as a "Class
M-2
Certificate" on the face thereof, in the
form of Exhibit A-7 hereto,
representing the right to distributions as
set forth herein.
Class M-3 Certificate: Any Certificate designated as a "Class
M-3
Certificate" on the face thereof, in the
form of Exhibit A-8 hereto,
representing the right to distributions as
set forth herein.
Class M-4 Certificate: Any Certificate designated as a "Class
M-4
Certificate" on the face thereof, in the
form of Exhibit A-9 hereto,
representing the right to distributions as
set forth herein.
Class M-5 Certificate: Any Certificate designated as a "Class
M-5
Certificate" on the face thereof, in the
form of Exhibit A-10 hereto,
representing the right to distributions as
set forth herein.
Class M-6 Certificate: Any Certificate designated as a "Class
M-6
Certificate" on the face thereof, in the
form of Exhibit A-11 hereto,
representing the right to distributions as
set forth herein.
Class M-7 Certificate: Any Certificate designated as a "Class
M-7
Certificate" on the face thereof, in the
form of Exhibit A-12 hereto,
representing the right to distributions as
set forth herein.
Class M-8 Certificate: Any Certificate designated as a "Class
M-8
Certificate" on the face thereof, in the
form of Exhibit A-13 hereto,
representing the right to distributions as
set forth herein.
14
<PAGE>
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: June 28, 2005.
Code: The Internal Revenue Code of 1986, including any
successor
or amendatory provisions.
Collateral Schedule:
Schedule II hereto.
Compensating Interest: With respect to the Mortgage Loans in
each
Loan Group and any Distribution Date, an
amount equal to the lesser of (x)
one-half of the Servicing Fee for such
Mortgage Loans for the related Due
Period and (y) the aggregate Prepayment
Interest Shortfalls for such Mortgage
Loans for such Distribution Date.
Confirmation: Any of the Confirmations dated June 20, 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 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: Bear Stearns Financial Products
Inc., and its successors.
15
<PAGE>
Corridor Contract Termination Date: The Subordinate Corridor
Contract Termination Date, Class 1-A
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.
Co-Trustee: The Bank of New York Trust Company, N.A., a
national
banking association, not in its individual
capacity, but solely in its
capacity as co-trustee for the benefit of
the Certificateholders under this
Agreement, and any successor thereto, and
any corporation or national banking
association resulting from or surviving any
consolidation or merger to which
it or its successors may be a party.
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:
Distribution Date
Percentage
-----------------
----------
July 2007-- June 2008............ 1.50% with respect to July
2007, plus an additional
1/12th of 1.75% for each
month thereafter through
June 2008
July 2008-- June 2009............ 3.25% with respect to July
2008, plus an additional
1/12th of 1.75% for each
month thereafter through
June 2009
July 2009-- June 2010............ 5.00% with respect to July
2009, plus an
additional
1/12th of 1.25% for each
month thereafter through
June 2010
16
<PAGE>
Distribution Date
Percentage
-----------------
----------
July 2010-- June 2011............ 6.25% with respect to July
2010, plus an additional
1/12th of 0.75% for each
month thereafter through
June 2011
July 2011 and thereafter......... 7.00%
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: In the case of any Initial Mortgage Loan, the
later
of (x) June 1, 2005 and (y) the date of
origination of such Mortgage Loan (the
"Initial Cut-off Date"), and in the case of
any Subsequent Mortgage Loan, the
later of (x) the first day of the month of
the related Subsequent Transfer
Date and (y) the date of origination of
such Subsequent Mortgage Loan (the
related "Subsequent Cut-off Date"). When
used with respect to any Mortgage
Loan the "Cut-off Date" shall mean the
related Cut-off Date.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid principal balance thereof as of the
close of business on the Cut-off
Date after application of all payments of
principal due on or prior to the
Cut-off Date, whether or not received, and
all Principal Prepayments received
on or prior to the Cut-off Date, but
without giving effect to any installments
of principal received in respect of Due
Dates after the Cut-off Date.
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 Co-Trustee on or prior to the
Closing Date, and (ii) the Subsequent
Mortgage Loans identified on the schedule
of Subsequent Mortgage Loans set
forth in Annex A to each related Subsequent
Transfer Agreement for which all
or a portion of the
17
<PAGE>
related Mortgage File is not delivered to
the Co-Trustee on or prior to the
related Subsequent Transfer Date. The
Depositor shall deliver (or cause
delivery of) the Mortgage Files to the
Co-Trustee: (A) with respect to at
least 50% of the Initial Mortgage Loans,
not later than the Closing Date and
with respect to at least 10% of the
Subsequent Mortgage Loans conveyed on a
Subsequent Transfer Date, not later than
such Subsequent Transfer Date, (B)
with respect to at least an additional 40%
of the Initial Mortgage Loans, not
later than 20 days after the Closing Date,
and not later than 20 days after
the relevant Subsequent Transfer Date with
respect to the remaining Subsequent
Mortgage Loans conveyed on such Subsequent
Transfer Date, and (C) with respect
to the remaining Initial Mortgage Loans,
not later than thirty days after the
Closing Date. To the extent that
Countrywide Home Loans, Inc. shall be in
possession of any Mortgage Files with
respect to any Delay Delivery Mortgage
Loan, until delivery to of such Mortgage
File to the Co-Trustee as provided in
Section 2.01, Countrywide Home Loans, Inc.
shall hold such files as agent and
in trust for the Co-Trustee.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced
by a Replacement Mortgage Loan.
Delinquency Trigger Event: With respect to a Distribution Date
on
or after the Stepdown Date exists the
Rolling Sixty-Day Delinquency Rate
equals or exceeds the product of 31.91% and
the Senior Enhancement Percentage
for such Distribution Date.
Delinquent: A Mortgage Loan is "delinquent" if any payment due
thereon is not made pursuant to the terms
of such Mortgage Loan by the close
of business on the day such payment is
scheduled to be due. A Mortgage Loan is
"30 days delinquent" if such payment has
not been received by the close of
business on the corresponding day of the
month immediately succeeding the
month in which such payment was due, or, if
there is no such corresponding day
(e.g., as when a 30-day month follows a
31-day month in which a payment was
due on the 31st day of such month), then on
the last day of such immediately
succeeding month. Similarly for "60 days
delinquent," "90 days delinquent" and
so on.
Denomination: With respect to each Certificate, the amount set
forth on the face thereof as the "Initial
Certificate Balance of this
Certificate" or, if not the foregoing, the
Percentage Interest appearing on
the face thereof, as applicable.
Depositor: CWABS, Inc., a Delaware corporation, or its
successor
in interest.
Depository: The initial Depository shall be The Depository
Trust
Company, the nominee of which is Cede &
Co., or any other organization
registered as a "clearing agency" pursuant
to Section 17A of the Securities
Exchange Act of 1934, as amended. The
Depository shall initially be the
registered Holder of the Book-Entry
Certificates. The Depository shall at all
times be a "clearing corporation" as
defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New
York.
Depository Agreement: With respect to the Book-Entry
Certificates,
the agreement among the Depositor, the
Trustee and the initial Depository,
dated as of the Closing Date, substantially
in the form of Exhibit O.
18
<PAGE>
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 2005-6". Funds in the
Distribution Account shall be held
in trust for the Certificateholders for the
uses and purposes set forth in
this Agreement.
Distribution Account Deposit Date: As to any Distribution Date,
1:00 p.m. Pacific time on the Business Day
immediately preceding such
Distribution Date.
Distribution Date: The 25th day of each month, or if such day
is
not a Business Day, on the first Business
Day thereafter, commencing in July
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) 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
19
<PAGE>
letter from each Rating Agency to the
Trustee. Eligible Accounts may bear
interest, and may include, if otherwise
qualified under this definition,
accounts maintained with the Trustee.
Eligible Repurchase Month: As defined in Section 3.12(d)
hereof.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that
meets the applicable requirements of
the Underwriter's Exemption.
ERISA-Restricted Certificates: The Class A-R Certificates, Class
P
Certificates, Class C Certificates and
Certificates of any Class that ceases
to satisfy the applicable rating
requirement under the Underwriter's
Exemption.
Escrow Account: As defined in Section 3.06 hereof.
Event of Default: As defined in Section 7.01 hereof.
Excess Cashflow: With respect to any Distribution Date the sum
of
(x) the amount remaining as set forth in
Section 4.04(a)(iii)(j) and (y) the
amount remaining as set forth in Section
4.04(b)(1)(B)(x) or 4.04(b)(2)(K), as
applicable.
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 and (ii) the
Trustee Fee Rate.
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.
20
<PAGE>
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) August 12,
2005.
Gross Margin: The percentage set forth in the related Mortgage
Note to be added to the Index for use in
determining the Mortgage Rate on any
Mortgage Loan on each of its Adjustment
Dates, and which is set forth in the
Mortgage Loan Schedule.
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 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
$30,293,901.87.
Group 1 Sequential Trigger Event: With respect to any
Distribution
Date (i) prior to the Distribution Date in
July 2007, if (x) the aggregate
amount of Realized Losses on the Mortgage
Loans in Loan Group 1 from the
Cut-off Date for each such Mortgage Loan to
(and including) the last day of
the related Due Period (reduced by the
aggregate amount of any Subsequent
Recoveries related to the Mortgage Loans in
Loan Group 1 received through the
last day of that Due Period) exceeds (y)
1.50% of the sum of the aggregate
Initial Cut-off Date Principal Balance of
the Initial Mortgage Loans in Loan
Group 1 and the original Pre-Funded Amount
in respect of Loan Group 1 or (ii)
on or after the Distribution Date in July
2007, if an Adjustable Rate Trigger
Event is in effect.
Group 2 Mortgage Loans: The group of Mortgage Loans identified
in
the related Mortgage Loan Schedule as
"Group 2 Mortgage Loans", including in
each case any Mortgage Loans delivered in
replacement thereof.
Group 2 Pre-Funded
Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent
Mortgage Loans as Group 2 Mortgage Loans
on the Closing Date, which shall equal
$200,874,535.46.
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 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.
21
<PAGE>
Initial Adjustment Date: As to any 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: As defined in the definition of Cut-off
Date.
Initial Mortgage Loan: A Mortgage Loan conveyed to the Trustee
on
the Closing Date pursuant to this Agreement
as identified on the Mortgage Loan
Schedule delivered to the Trustee on the
Closing Date.
Initial Mortgage Rate: As to each Mortgage Loan, the Mortgage
Rate
in effect prior to the Initial Adjustment
Date.
Initial Periodic Rate Cap: With respect to each Mortgage Loan,
the
percentage specified in the related
Mortgage Note that limits the permissible
increase or decrease in the Mortgage Rate
on its initial Adjustment Date.
Insurance Policy: With respect to any Mortgage Loan included in
the Trust Fund, any insurance policy,
including all riders and endorsements
thereto in effect with respect to such
Mortgage Loan, including any
replacement policy or policies for any
Insurance Policy.
Insurance Proceeds: Proceeds paid in respect of the Mortgage
Loans
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.
22
<PAGE>
Interest Determination Date: With respect to the first Accrual
Period for the Adjustable Rate
Certificates, June 24, 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 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.
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
Excess Proceeds, related
unreimbursed Advances, Servicing Fees and
Servicing Advances.
Loan Group: Either of Loan Group 1 or Loan Group 2.
23
<PAGE>
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...... 0.230%
0.460%
----------------------------------------------------
Class 1-A-2...... 0.280%
0.560%
----------------------------------------------------
Class 2-A-1...... 0.080%
0.160%
----------------------------------------------------
Class 2-A-2......
0.230%
0.460%
----------------------------------------------------
Class 2-A-3...... 0.360%
0.720%
----------------------------------------------------
Class M-1........ 0.490%
0.735%
----------------------------------------------------
Class M-2........ 0.520%
0.780%
----------------------------------------------------
Class M-3........ 0.560%
0.840%
----------------------------------------------------
Class M-4........ 0.660%
0.990%
----------------------------------------------------
Class M-5........ 0.710%
1.065%
----------------------------------------------------
Class M-6........ 0.730%
1.095%
----------------------------------------------------
Class M-7........ 1.150%
1.725%
----------------------------------------------------
Class M-8........ 1.600%
2.400%
----------------------------------------------------
Class B.......... 2.000%
3.000%
----------------------------------------------------
(1) For any Accrual Period
relating to any Distribution Date occurring on or
prior to
the Optional Termination Date.
(2) For any Accrual Period
relating to any Distribution Date occurring after
the
Optional Termination Date.
Master Servicer: Countrywide Home Loans Servicing LP, a Texas
limited partnership, and its successors and
assigns, in its capacity as master
servicer hereunder.
24
<PAGE>
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 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 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.
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 Co-Trustee to be added to
the Mortgage File pursuant to this
Agreement.
Mortgage Loan Schedule: The list of Mortgage Loans (as from
time
to time amended by the Master Servicer to
reflect the deletion of Liquidated
Mortgage Loans and Deleted Mortgage Loans
and the addition of (x) Replacement
Mortgage Loans pursuant to the provisions
of this Agreement and (y) Subsequent
Mortgage Loans pursuant to the provisions
of
25
<PAGE>
this Agreement and any Subsequent Transfer
Agreement) transferred to the
Trustee as part of the Trust Fund and from
time to time subject to this
Agreement, attached hereto as Exhibit F-1,
setting forth in the following
information with respect to each Mortgage
Loan:
(i)
the loan number;
(ii) the
Loan Group;
(iii) the
Appraised Value;
(iv) the
Initial Mortgage Rate;
(v)
the maturity date;
(vi) the
original principal balance;
(vii) the
Cut-off Date Principal Balance;
(viii) the first
payment date of the Mortgage Loan;
(ix) the
Scheduled Payment in effect as of the Cut-off
Date;
(x)
the Loan-to-Value Ratio at origination;
(xi) a
code indicating whether the residential dwelling at
the time of origination was represented to be owner-occupied;
(xii) a code
indicating whether the residential dwelling is
either (a) a detached single family dwelling, (b) a two family
residential property, (c) a three family residential property,
(d)
a four family residential property, (e) planned unit
development,
(f) a low rise condominium unit, (g) a high rise condominium
unit
or (h) manufactured housing;
(xiii) [Reserved];
(xiv)
[Reserved];
(xv)
[Reserved];
(xvi) the
purpose of the Mortgage Loan;
(xvii) with respect to
each Mortgage Loan:
(a)
the frequency of each Adjustment Date;
(b)
the next Adjustment Date;
(c)
the Maximum Mortgage Rate;
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(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; and
(xix) the
premium rate for any lender-paid mortgage
insurance, if applicable.
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
(including any REO Property), the mortgage
loans so held being identified in the
Mortgage Loan Schedule, notwithstanding
foreclosure or other acquisition of title
of the related Mortgaged Property.
Any mortgage loan that was intended by the
parties hereto to be transferred to
the Trust Fund as indicated by such
Mortgage Loan Schedule which is in fact
not so transferred for any reason,
including a breach of the representation
contained in Section 2.02 hereof, shall
continue to be a Mortgage Loan
hereunder until the Purchase Price with
respect thereto has been paid to the
Trust Fund.
Mortgage Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of
a Mortgagor under a Mortgage Loan.
Mortgage Pool: The aggregate of the Mortgage Loans identified
in
the Mortgage Loan Schedule.
Mortgage Rate: The annual rate of interest borne by a Mortgage
Note from time to time.
Mortgaged Property: The underlying property securing a Mortgage
Loan.
Mortgagor: The obligors on a Mortgage Note.
Net
Mortgage Rate: As to each Mortgage Loan, and at any time, the
per annum rate equal to the Mortgage Rate
less the Servicing Fee Rate.
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<PAGE>
Net Rate Cap: (i) With respect to the Class 1-A Certificates,
the
Class 1-A 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 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.
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<PAGE>
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 3.320% 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 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.
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<PAGE>
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 distributions in
respect of the Principal Remittance
Amount for each Loan Group on such
Distribution Date).
Overcollateralization Target Amount: With respect to (a) each
Distribution Date prior to the Stepdown
Date, an amount equal to 3.10% 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 Distribution Date on or after
the Stepdown Date, 6.20% 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
amounts 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
distributions in respect of the Principal
Remittance Amounts on such
Distribution Date).
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.
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<PAGE>
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;
(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;
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<PAGE>
(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 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
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<PAGE>
Servicer, to the effect that such
investment will not adversely affect the
status of any such REMIC as a REMIC under
the Code or result in imposition of
a tax on any such REMIC. Permitted
Investments that are subject to prepayment
or call may not be purchased at a price in
excess of par.
Permitted Transferee: Any Person other than (i) the United
States,
any State or political subdivision thereof,
or any agency or instrumentality
of any of the foregoing, (ii) a foreign
government, International Organization
or any agency or instrumentality of either
of the foregoing, (iii) an
organization (except certain farmers'
cooperatives described in Section 521 of
the Code) that is exempt from tax imposed
by Chapter 1 of the Code (including
the tax imposed by Section 511 of the Code
on unrelated business taxable
income) on any excess inclusions (as
defined in Section 860E(c)(1) of the
Code) with respect to any Class A-R
Certificate, (iv) rural electric and
telephone cooperatives described in Section
1381(a)(2)(C) of the Code, (v) an
"electing large partnership" as defined in
Section 775 of the Code, (vi) a
Person that is not a citizen or resident of
the United States, a corporation,
partnership, or other entity (treated as a
corporation or a partnership for
federal income tax purposes) created or
organized in or under the laws of the
United States, any state thereof or the
District of Columbia, or an estate
whose income from sources without the
United States is includible in gross
income for United States federal income tax
purposes regardless of its
connection with the conduct of a trade or
business within the United States,
or a trust if a court within the United
States is able to exercise primary
supervision over the administration of the
trust and one or more United States
Persons have authority to control all
substantial decisions of the trustor
unless such Person has furnished the
transferor and the Trustee with a duly
completed Internal Revenue Service Form
W-8ECI, and (vii) any other Person so
designated by the Trustee based upon an
Opinion of Counsel that the Transfer
of an Ownership Interest in a Class A-R
Certificate to such Person may cause
any REMIC formed hereunder to fail to
qualify as a REMIC at any time that any
Certificates are Outstanding. The terms
"United States," "State" and
"International Organization" shall have the
meanings set forth in Section 7701
of the Code or successor provisions. A
corporation will not be treated as an
instrumentality of the United States or of
any State or political subdivision
thereof for these purposes if all of its
activities are subject to tax and,
with the exception of the Federal Home Loan
Mortgage Corporation, a majority
of its board of directors is not selected
by such government unit.
Person: Any individual, corporation, partnership, limited
liability company, joint venture,
association, joint-stock company, trust,
unincorporated organization or government,
or any agency or political
subdivision thereof.
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
$231,168,437.33.
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 2005-6." Funds in the
Pre-Funding Account
33
<PAGE>
shall be held in trust for the
Certificateholders for the uses and purposes
set forth in this Agreement and shall not
be a part of any REMIC created
hereunder, provided, however that any
investment income earned from Permitted
Investments made with funds in the
Pre-Funding Account will be for the account
of CHL.
Prepayment Assumption: The applicable rate of prepayment, as
described in the Prospectus Supplement
relating to the Certificates.
Prepayment Charge: With respect to any Mortgage Loan, the
charges
or premiums, if any, due in connection with
a full or partial prepayment of
such Mortgage Loan within the related
Prepayment Charge Period in accordance
with the terms thereof (other than any
Master Servicer Prepayment Charge
Payment Amount).
Prepayment Charge Period: With respect to any Mortgage Loan,
the
period of time during which a Prepayment
Charge may be imposed.
Prepayment Charge Schedule: As of the Initial Cut-off Date with
respect to each Initial Mortgage Loan and
as of the Subsequent Cut-off Date
with respect to each Subsequent Mortgage
Loan, a list attached hereto as
Schedule I (including the Prepayment Charge
Summary attached thereto), setting
forth the following information with
respect to each Prepayment Charge:
(i) the Mortgage Loan identifying number;
(ii) a code indicating the type of Prepayment Charge;
(iii) the state of origination of the related Mortgage Loan;
(iv) the date on which the first monthly payment was due on
the related Mortgage Loan;
(v) the term of the related Prepayment Charge; and
(vi) the principal balance of the related Mortgage Loan as
of the Cut-off Date.
As of the Closing Date, the Prepayment Charge Schedule shall
contain the necessary information for each
Initial Mortgage Loan. The
Prepayment Charge Schedule shall be amended
by the Master Servicer upon the
sale of any Subsequent Mortgage Loans to
the Trust Fund. In addition, the
Prepayment Charge Schedule shall be amended
from time to time by the Master
Servicer in accordance with the provisions
of this Agreement and a copy of
each related amendment shall be furnished
by the Master Servicer to the Class
P and Class C Certificateholders and the
NIM Insurer.
Prepayment Interest Excess: With respect to any Distribution
Date,
for each Mortgage Loan that was the subject
of a Principal Prepayment during
the period from the related Due Date to the
end of the related Prepayment
Period, any payment of interest received
in
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<PAGE>
connection therewith (net of any applicable
Servicing Fee) representing
interest accrued for any portion of such
month of receipt.
Prepayment Interest Shortfall: With respect to any Distribution
Date, for each Mortgage Loan that was the
subject of a partial Principal
Prepayment or a Principal Prepayment in
full during the period from the
beginning of the related Prepayment Period
to the Due Date in such Prepayment
Period (other than a Principal Prepayment
in full resulting from the purchase
of a Mortgage Loan pursuant to Section
2.02, 2.03, 2.04, 3.12 or 9.01 hereof)
and for each Mortgage Loan that became a
Liquidated Mortgage Loan during the
related Due Period, the amount, if any, by
which (i) one month's interest at
the applicable Net Mortgage Rate on the
Stated Principal Balance of such
Mortgage Loan immediately prior to such
prepayment (or liquidation) or in the
case of a partial Principal Prepayment on
the amount of such prepayment (or
Liquidation Proceeds) exceeds (ii) the
amount of interest paid or collected in
connection with such Principal Prepayment
or such Liquidation Proceeds.
Prepayment Period: As to any Distribution Date and related Due
Date, the period beginning with the opening
of business on the sixteenth day
of the calendar month preceding the month
in which such Distribution Date
occurs (or, with respect to the first
Distribution Date, the period beginning
with the opening of business on June 2,
2005) 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.
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.
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<PAGE>
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.
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 2005-6".
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 June 23,
2005, relating to the public offering of
the certain Classes of Certificates
offered thereby.
PTCE 95-60: As defined
in Section 5.02(b) 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
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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 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
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any leading banks selected by the Trustee
which are engaged in transactions in
Eurodollar deposits in the international
Eurocurrency market (i) with an
established place of business in London,
England, (ii) not controlling, under
the control of or under common control with
the Depositor, CHL or the Master
Servicer and (iii) which have been
designated as such by the Trustee.
Refinancing Mortgage Loan: Any Mortgage Loan originated in
connection with the refinancing of an
existing mortgage loan.
Regular Certificate: Any Certificate other than the Class A-R
Certificates.
Relief Act: The
Servicemembers Civil Relief Act.
REMIC Provisions: Provisions of the federal income tax law
relating to real estate mortgage investment
conduits which appear at Section
860A through 860G of Subchapter M of
Chapter 1 of the Code, and related
provisions, and regulations and rulings
promulgated thereunder, as the
foregoing may be in effect from time to
time.
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) (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 variable rate to a
fixed rate; (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
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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
Co-Trustee, substantially in the form
of Exhibit M.
Request for File Release: A Request for File Release submitted
by
the Master Servicer to the Co-Trustee,
substantially in the form of Exhibit N.
Required 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.
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<PAGE>
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 July 2005,
August 2005 and September 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 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, 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.
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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 and Class 2-A
Certificates immediately prior to such
Distribution Date, over (2) the lesser of
(i) 53.00% 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 Certificates, the
Class 1-A Principal Distribution Amount and
(b) in the case of the Class 2-A
Certificates, the Class 2-A Principal
Distribution Amount.
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,
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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
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 July 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 53.00% 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....................
36.60%
Class M-2....................
29.40%
Class M-3....................
25.10%
Class M-4....................
21.30%
Class M-5....................
17.80%
Class M-6....................
14.50%
Class M-7....................
11.60%
Class N-8....................
8.80%
Class B......................
6.20%
Subordinate
Certificates: The Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class B
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
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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 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 Classes of Senior
Certificates and any remaining
amounts 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 November 2008.
Subordinate Net Rate Cap: With respect to any Distribution Date
and each Class of Subordinate Certificates,
the weighted average of (a) the
weighted average Adjusted Net Mortgage Rate
of the Mortgage Loans in Loan
Group 1 (weighted by an amount equal to the
positive difference (if any) of
the sum of the aggregate Stated Principal
Balance of the Mortgage Loans in
Loan Group 1 and the amount on deposit in
the Pre-Funding Account in respect
of Loan Group 1, over the outstanding
aggregate Certificate Principal Balance
of the Class 1-A Certificates) and (b) the
weighted average Adjusted Net
Mortgage Rate of the Mortgage Loans in Loan
Group 2 (weighted by an amount
equal to the positive difference (if any)
of the sum of the aggregate Stated
Principal Balance of the Mortgage Loans in
Loan Group 2 and the amount on
deposit in the Pre-Funding Account in
respect of Loan Group 2, over the
outstanding aggregate Certificate Principal
Balance of the Class 2-A
Certificates), 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 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).
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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: As defined in the definition of
Cut-off
Date.
Subsequent Mortgage Loan: Any Mortgage Loan conveyed to the
Trustee on a Subsequent Transfer Date, and
listed on the related Loan Number
and Borrower Identification 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.
Subsequent Periodic Rate Cap: With respect to each 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.
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<PAGE>
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 temporary
Treasury regulation ss. 301.6231(a)(7)-1T.
Initially, this person shall be the
Trustee.
Tax Matters Person Certificate: With respect to the Master
REMIC,
REMIC 1 and REMIC 2, the Class A-R
Certificate with a Denomination of $0.05
and in the form of Exhibit E hereto.
Terminator: As defined
in Section 9.01 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 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
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<PAGE>
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%.
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, Bear, Stearns
and Co. Inc. and J.P. Morgan Securities
Inc.
Unpaid Realized Loss Amount: For the Class 1-A-2 Certificates
or
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
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<PAGE>
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,
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 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.
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<PAGE>
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 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;
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<PAGE>
(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;
(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;
Loan Group 1
Permitted Variance
Characteristic
or Range
---------------------
------------------
Average Stated Principal Balance.... $132,688
10.00%
Weighted Average Mortgage Rate...... 7.522%
0.10%
Weighted Average Original
80.26%
3.00%
Loan-to-Value Ratio.................
Weighted Average Remaining Term to
356
3 months
Maturity............................
Weighted Average Credit Bureau Risk
595
5 points
Score...............................
Loan Group 2
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<PAGE>
Permitted Variance
Characteristic
or Range
---------------------
------------------
Average Stated Principal Balance.... $205,195
10.00%
Weighted Average Mortgage Rate...... 7.536%
0.10%
Weighted Average Original
82.65%
3.00%
Loan-to-Value Ratio.................
Weighted Average Remaining Term to
611
3 months
Maturity............................
Weighted Average Credit Bureau Risk
591
5 points
Score...............................
(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
(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.
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<PAGE>
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
Co-Trustee (or, in the case of the Delay
Delivery Mortgage Loans, will deliver
to, and deposit with, the Co-Trustee within
the time periods specified in the
definition of Delay Delivery Mortgage
Loans) (except as provided in clause
(vi) below) for the benefit of the
Certificateholders, the following documents
or instruments with respect to each such
Mortgage Loan so assigned (with
respect to each Mortgage Loan, clause (i)
through (vi) below, together, the
"Mortgage File" for each such Mortgage
Loan):
(i) the original Mortgage Note, endorsed by manual or
facsimile signature in blank in the following form: "Pay to the
order of ________________ without recourse", with all
intervening
endorsements that show a complete chain of endorsement from the
originator to the Person endorsing the Mortgage Note (each such
endorsement being sufficient to transfer all right, title and
interest of the party so endorsing, as noteholder or assignee
thereof, in and to that Mortgage Note), or, if the original
Mortgage Note has been lost or destroyed and not replaced, an
original lost note affidavit, stating that the original
Mortgage
Note was lost or destroyed, together with a copy of the related
Mortgage Note;
(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 2005-6, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee
under
the Pooling and Servicing Agreement dated as of June 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
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<PAGE>
(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 term of this Agreement
unless and until such Mortgage Loan is
repurchased in accordance with the terms of
this Agreement.
In the event that in connection with any Mortgage Loan that is
not
a MERS Mortgage Loan a Seller cannot
deliver the original recorded Mortgage or
all interim recorded assignments of the
Mortgage satisfying the requirements
of clause (ii), (iii) or (iv) concurrently
with the execution and delivery
hereof, such Seller shall deliver or cause
to be delivered to the Co-Trustee a
true copy of such Mortgage and of each such
undelivered interim assignment of
the Mortgage each certified by such Seller,
the applicable title company,
escrow agent or attorney, or the originator
of such Mortgage, as the case may
be, to be a true and complete copy of the
original Mortgage or assignment of
Mortgage submitted for recording. For any
such Mortgage Loan that is not a
MERS Mortgage Loan each Seller shall
promptly deliver or cause to be delivered
to the Co-Trustee such original Mortgage
and such assignment or assignments
with evidence of recording indicated
thereon upon receipt thereof from the
public recording official, or a copy
thereof, certified, if appropriate, by
the relevant recording office, but in no
event shall any such delivery be made
later than 270 days following the Closing
Date; provided that in the event
that by such date such Seller is unable to
deliver or cause to be delivered
each such Mortgage and each interim
assignment by reason of the fact that any
such documents have not been returned by
the appropriate recording office, or,
in the case of each interim assignment,
because the related Mortgage has not
been returned by the appropriate recording
office, such Seller shall deliver
or cause to be delivered such documents to
the Co-Trustee as promptly as
possible upon receipt thereof. If the
public recording office in which a
Mortgage or interim assignment thereof is
recorded retains the original of
such Mortgage or assignment, a copy of the
original Mortgage or assignment so
retained, with evidence of recording
thereon, certified to be true and
complete by such recording office, shall
satisfy a Seller's obligations in
Section 2.01 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
52
<PAGE>
Seller shall deliver to the Co-Trustee a
copy of such document certified by
the applicable public recording office to
be a true and complete copy of the
original recorded document. Each Seller
shall promptly forward or cause to be
forwarded to the Co-Trustee (x) from time
to time additional original
documents evidencing an assumption or
modification of a Mortgage Loan and (y)
any other documents required to be
delivered by the Depositor or the Master
Servicer to the Co-Trustee within the time
periods specified in this Section
2.01.
With respect to each Mortgage Loan other than a MERS Mortgage
Loan
as to which the related Mortgaged Property
and Mortgage File are located in
(a) the State of California or (b) any
other jurisdiction under the laws of
which the recordation of the assignment
specified in clause (iii) above is not
necessary to protect the Trustee's and the
Certificateholders' interest in the
related Mortgage Loan, as evidenced by an
Opinion of Counsel delivered by CHL
to the Trustee, and a copy to the Rating
Agencies, in lieu of recording the
assignment specified in clause (iii) above,
the applicable Seller may deliver
an unrecorded assignment in blank, in form
otherwise suitable for recording to
the Co-Trustee; provided that if the
related Mortgage has not been returned
from the applicable public recording
office, such assignment, or any copy
thereof, of the Mortgage may exclude the
information to be provided by the
recording office. As to any Mortgage Loan
other than a MERS Mortgage Loan, the
procedures of the preceding sentence shall
be applicable only so long as the
related Mortgage File is maintained in the
possession of the Co-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 Co-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 Co-Trustee or its agent maintains an office in
the
State of California, the Co-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.
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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 Co-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 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 Co-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 Co-Trustee's possession
and based on
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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
Co-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
thereon. The Co-Trustee or the
Trustee, as applicable, 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 Co-Trustee, at the
Trustee's direction, 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
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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 Co-Trustee finds any
document or documents constituting a part
of such Mortgage File that do not
meet the requirements of clauses (i)-(iv)
and (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 Co-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 Co-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
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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 Co-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 Co-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 Co-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 notified
of such defect, shall constitute the sole
remedy respecting such defect
available to the Trustee, the Co-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
57
<PAGE>
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 Co-Trustee shall
review each Mortgage File with
respect to the Subsequent 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 Subsequent Mortgage Loan that is
not a MERS Mortgage Loan, the original recorded Mortgage, and
in
the case of each Subsequent Mortgage Loan that is a MERS
Mortgage
Loan, the original Mortgage, noting the presence of the MIN of
the
Subsequent Mortgage Loan and language indicating that the
Subsequent Mortgage Loan is a MOM Loan if the Subsequent
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 Subsequent 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
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<PAGE>
(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 Co-Trustee finds any
document or documents constituting a part
of such Mortgage File that do not
meet the requirements of clauses (i)-(iv)
and (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 Subsequent
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
Subsequent 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
Subsequent 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 Subsequent 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
Subsequent Mortgage Loan released
pursuant hereto. If pursuant to the
foregoing provisions CHL repurchases a
Subsequent 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 Co-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 Co-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 the Sellers
to
substitute for or to purchase, pursuant to
Section 2.02(b) hereof, any
Subsequent 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 such Seller within 90 days
from the date it was notified of such
defect, shall constitute the sole remedy
respecting such defect
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<PAGE>
available to the Trustee, the Co-Trustee,
the Depositor and any
Certificateholder against the Sellers.
Section 2.03 Representations, Warranties and Covenants of the
Master Servicer and the Sellers.
(a) The Master Servicer hereby represents and warrants to the
Depositor and the Trustee as follows, as of
the date hereof with respect to
the Initial Mortgage Loans, and the related
Subsequent Transfer Date with
respect to the Subsequent Mortgage
Loans:
(1) The Master Servicer is duly organized as a Texas limited
partnership and is validly existing and in good standing under the
laws
of the
State of Texas and is duly authorized and qualified to transact
any and
all business contemplated by this Agreement to be conducted by
the Master
Servicer in any state in which a Mortgaged Property is
located or
is otherwise not required under applicable law to effect such
qualification and, in any event, is in compliance with the
doing
business
laws of any such state, to the extent necessary to ensure its
ability to
enforce each Mortgage Loan, to service the Mortgage Loans in
accordance
with the terms of this Agreement and to perform any of its
other
obligations under this Agreement in accordance with the terms
hereof.
(2) The Master Servicer has the full partnership power and
authority
to sell and service each Mortgage Loan, and to execute,
deliver
and perform, and to enter into and consummate the transactions
contemplated by this Agreement and has duly authorized by all
necessary
partnership action on the part of the Master Servicer the
execution,
delivery
and performance of this Agreement; and this Agreement, assuming
the due
authorization, execution and delivery hereof by the other
parties
hereto, constitutes a legal, valid and binding obligation of
the
Master
Servicer, enforceable against the Master Servicer in accordance
with its
terms, except that (a) the enforceability hereof may be limited
by
bankruptcy, insolvency, moratorium, receivership and other
similar
laws
relating to creditors' rights generally and (b) the remedy of
specific
performance and injunctive and other forms of equitable relief
may be
subject to equitable defenses and to the discretion of the
court
before
which any proceeding therefor may be brought.
(3) The execution and delivery of this Agreement by the
Master
Servicer, the servicing of the Mortgage Loans by the Master
Servicer
under this Agreement, the consummation of any other of the
transactions contemplated by this Agreement, and the fulfillment of
or
compliance
with the terms hereof are in the ordinary course of business
of the
Master Servicer and will not (A) result in a material breach of
any term
or provision of the certificate of limited partnership,
partnership agreement or other organizational document of the
Master
Servicer
or (B) materially conflict with, result in a material breach,
violation
or acceleration of, or result in a material default under, the
terms of
any other material agreement or instrument to which the Master
Servicer
is a party or by which it may be bound, or (C) constitute a
material
violation of any statute, order or regulation applicable to the
Master
Servicer of any court, regulatory body, administrative agency
or
governmental body having jurisdiction over the Master
60
<PAGE>
Servicer;
and the Master Servicer is not in breach or violation of any
material
indenture or other material agreement or instrument, or in
violation
of any statute, order or regulation of any court, regulatory
body,
administrative agency or governmental body having jurisdiction
over it
which breach or violation may materially impair the Master
Servicer's
ability to perform or meet any of its obligations under this
Agreement.
(4) The Master Servicer is an approved servicer of
conventional mortgage loans for Fannie Mae and Freddie Mac and is
a
mortgagee
approved by the Secretary of Housing and Urban Development
pursuant
to Sections 203 and 211 of the National Housing Act.
(5) No litigation is pending or, to the best of the Master
Servicer's
knowledge, threatened, against the Master Servicer that would
materially
and adversely affect the execution, delivery or
enforceability of this Agreement or the ability of the Master
Servicer
to service the Mortgage Loans or
to perform any of its other obligations
under this
Agreement or any Subsequent Transfer Agreement in accordance
with the
terms hereof or thereof.
(6) No consent, approval, authorization or order of any
court or
governmental agency or body is required for the execution,
delivery
and performance by the Master Servicer of, or compliance by the
Master
Servicer with, this Agreement or the consummation of the
transactions contemplated hereby, or if any such consent,
approval,
authorization or order is required, the Master Servicer has
obtained the
same.
(7) The Master Servicer is a member of MERS in good
standing,
and will comply in all material respects with the rules and
procedures
of MERS in connection with the servicing of the Mortgage
Loans for
as long as such Mortgage Loans are registered with MERS.
(8) The Master Servicer has fully furnished and will fully
furnish,
in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information
(i.e.,
favorable
and unfavorable) on its borrower credit files to Equifax,
Experian,
and Trans Union Credit Information Company (three of the
credit
repositories), on a monthly basis for the Mortgage Loans in
Loan
Group
1.
(b) CHL hereby represents and warrants to the Depositor and the
Trustee as follows, as of the Initial
Cut-off Date in the case of the Initial
Mortgage Loans and as of the related
Subsequent Cut-off Date in the case of
the Subsequent Mortgage Loans (unless
otherwise indicated or the context
otherwise requires, percentages with
respect to the Initial Mortgage Loans in
the Trust Fund or in a Loan Group or Loan
Groups are measured by the Cut-off
Date Principal Balance of the Initial
Mortgage Loans in the Trust Fund or of
the Initial Mortgage Loans in the related
Loan Group or Loan Groups, as
applicable):
(1)
CHL is duly organized as a New York corporation and is
validly
existing and in good standing under the laws of the State of
New
York and
is duly authorized and qualified to transact any and all
business
contemplated by this Agreement and each Subsequent Transfer
Agreement
to be conducted by CHL in any state in which
61
<PAGE>
a
Mortgaged Property is located or is otherwise not required
under
applicable
law to effect such qualification and, in any event, is in
compliance
with the doing business laws of any such state, to the extent
necessary
to ensure its ability to enforce each Mortgage Loan, to sell
the CHL
Mortgage Loans in accordance with the terms of this Agreement
and each
Subsequent Transfer Agreement and to perform any of its other
obligations under this Agreement and each Subsequent Transfer
Agreement
in
accordance with the terms hereof and thereof.
(2) CHL has the full corporate power and authority to sell
each CHL
Mortgage Loan, and to execute, deliver and perform, and to
enter into
and consummate the transactions contemplated by this
Agreement
and each Subsequent Transfer Agreement and has duly authorized
by all
necessary corporate action on the part of CHL the execution,
delivery
and performance of this Agreement and each Subsequent Transfer
Agreement;
and this Agreement and each Subsequent Transfer Agreement,
assuming
the due authorization, execution and delivery hereof by the
other
parties hereto, constitutes a legal, valid and binding
obligation
of CHL,
enforceable against CHL in accordance with its terms, except
that (a)
the enforceability hereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws
relating to
creditors'
rights generally and (b) the remedy of specific performance
and
injunctive and other forms of equitable relief may be subject
to
equitable
defenses and to the discretion of the court before which any
proceeding
therefor may be brought.
(3) The execution and delivery of this Agreement and each
Subsequent
Transfer Agreement by CHL, the sale of the CHL Mortgage Loans
by CHL
under this Agreement and each Subsequent Transfer Agreement,
the
consummation of any other of the transactions contemplated by
this
Agreement
and each Subsequent Transfer Agreement, and the fulfillment of
or compliance with the terms
hereof and thereof are in the ordinary
course of
business of CHL and will not (A) result in a material breach
of any
term or provision of the charter or by-laws of CHL or (B)
materially
conflict with, result in a material breach, violation or
acceleration of, or result in a material default under, the terms
of any
other
material agreement or instrument to which CHL is a party or by
which it
may be bound, or (C) constitute a material violation of any
statute,
order or regulation applicable to CHL of any court, regulatory
body,
administrative agency or governmental body having jurisdiction
over CHL;
and CHL is not in breach or violation of any material
indenture
or other material agreement or instrument, or in violation of
any
statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over
it
which
breach or violation may materially impair CHL's ability to
perform
or meet
any of its obligations under this Agreement and each Subsequent
Transfer
Agreement.
(4) CHL is an approved seller of conventional mortgage loans
for Fannie
Mae and Freddie Mac and is a mortgagee approved by the
Secretary
of Housing and Urban Development pursuant to Sections 203 and
211 of the
National Housing Act.
(5) No litigation is pending or, to the best of CHL's
knowledge,
threatened, against CHL that would materially and adversely
affect the
execution, delivery or enforceability of this Agreement or
any
Subsequent Transfer Agreement or
62
<PAGE>
the
ability of CHL to sell the CHL Mortgage Loans or to perform any
of
its other
obligations under this Agreement or any Subsequent Transfer
Agreement
in accordance with the terms hereof or thereof.
(6) No consent, approval, authorization or order of any
court or
governmental agency or body is required for the execution,
