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
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
Dated
as
of March 1, 2007
ASSET-BACKED
CERTIFICATES, SERIES 2007-5
Table
of Contents
Page
ARTICLE
I.
DEFINITIONS
|
Section
1.01
|
Defined
Terms.
|
8
|
|
Section
1.02
|
Certain
Interpretive Provisions.
|
53
|
|
ARTICLE
II.
|
||
|
CONVEYANCE
OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
|
||
|
Section
2.01
|
Conveyance
of Mortgage Loans.
|
53
|
|
Section
2.02
|
Acceptance
by Trustee of the Mortgage Loans.
|
61
|
|
Section
2.03
|
Representations,
Warranties and Covenants of the Master Servicer and the
Sellers.
|
66
|
|
Section
2.04
|
Representations
and Warranties of the Depositor.
|
86
|
|
Section
2.05
|
Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
|
88
|
|
Section
2.06
|
Authentication
and Delivery of Certificates.
|
88
|
|
Section
2.07
|
Covenants
of the Master Servicer.
|
89
|
|
ARTICLE
III.
|
||
|
ADMINISTRATION
AND SERVICING OF MORTGAGE LOANS
|
||
|
Section
3.01
|
Master
Servicer to Service Mortgage Loans.
|
89
|
|
Section
3.02
|
Subservicing;
Enforcement of the Obligations of Master Servicer.
|
91
|
|
Section
3.03
|
Rights
of the Depositor, the Sellers, the Certificateholders, the NIM Insurer
and
the Trustee in Respect of the Master Servicer.
|
92
|
|
Section
3.04
|
Trustee
to Act as Master Servicer.
|
93
|
|
Section
3.05
|
Collection
of Mortgage Loan Payments; Certificate Account; Distribution Account;
Pre-Funding Account; Capitalized Interest Account.
|
93
|
|
Section
3.06
|
Collection
of Taxes, Assessments and Similar Items; Escrow Accounts.
|
97
|
|
Section
3.07
|
Access
to Certain Documentation and Information Regarding the Mortgage
Loans.
|
97
|
|
Section
3.08
|
Permitted
Withdrawals from the Certificate Account, Distribution Account, Carryover
Reserve Fund and the Principal Reserve Fund.
|
98
|
|
Section
3.09
|
[Reserved].
|
101
|
|
Section
3.10
|
Maintenance
of Hazard Insurance.
|
101
|
|
Section
3.11
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
102
|
|
Section
3.12
|
Realization
Upon Defaulted Mortgage Loans; Determination of Excess Proceeds and
Realized Losses; Repurchase of Certain Mortgage Loans.
|
103
|
|
Section
3.13
|
Co-Trustee
to Cooperate; Release of Mortgage Files.
|
107
|
|
Section
3.14
|
Documents,
Records and Funds in Possession of Master Servicer to be Held for
the
Trustee.
|
108
|
|
Section
3.15
|
Servicing
Compensation.
|
108
|
i
|
Section
3.16
|
Access
to Certain Documentation.
|
109
|
|
Section
3.17
|
Annual
Statement as to Compliance.
|
109
|
|
Section
3.18
|
[Reserved].
|
110
|
|
Section
3.19
|
The
Corridor Contracts.
|
110
|
|
Section
3.20
|
Prepayment
Charges.
|
110
|
|
Section
3.21
|
Swap
Contract.
|
111
|
|
ARTICLE
IV.
|
||
|
DISTRIBUTIONS
AND ADVANCES BY THE MASTER SERVICER
|
||
|
Section
4.01
|
Advances;
Remittance Reports.
|
113
|
|
Section
4.02
|
Reduction
of Servicing Compensation in Connection with Prepayment Interest
Shortfalls.
|
115
|
|
Section
4.03
|
[Reserved].
|
115
|
|
Section
4.04
|
Distributions.
|
115
|
|
Section
4.05
|
Monthly
Statements to Certificateholders.
|
123
|
|
Section
4.06
|
Termination
of the Mortgage Insurance Policy.
|
124
|
|
Section
4.07
|
Carryover
Reserve Fund.
|
125
|
|
Section
4.08
|
[Reserved].
|
125
|
|
Section
4.09
|
Swap
Trust and Swap Account.
|
125
|
|
Section
4.10
|
Final
Maturity Reserve Trust and Final Maturity Reserve Fund.
|
126
|
|
ARTICLE
V.
|
||
|
THE
CERTIFICATES
|
||
|
Section
5.01
|
The
Certificates.
|
128
|
|
Section
5.02
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
129
|
|
Section
5.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
133
|
|
Section
5.04
|
Persons
Deemed Owners.
|
134
|
|
Section
5.05
|
Access
to List of Certificateholders’ Names and Addresses.
|
134
|
|
Section
5.06
|
Book-Entry
Certificates.
|
134
|
|
Section
5.07
|
Notices
to Depository.
|
135
|
|
Section
5.08
|
Definitive
Certificates.
|
135
|
|
Section
5.09
|
Maintenance
of Office or Agency.
|
136
|
|
ARTICLE
VI.
|
||
|
THE
DEPOSITOR, THE MASTER SERVICER AND THE SELLERS
|
||
|
Section
6.01
|
Respective
Liabilities of the Depositor, the Master Servicer and the
Sellers.
|
136
|
|
Section
6.02
|
Merger
or Consolidation of the Depositor, the Master Servicer or the
Sellers.
|
136
|
|
Section
6.03
|
Limitation
on Liability of the Depositor, the Sellers, the Master Servicer,
the NIM
Insurer and Others.
|
137
|
|
Section
6.04
|
Limitation
on Resignation of Master Servicer.
|
138
|
|
Section
6.05
|
Errors
and Omissions Insurance; Fidelity Bonds.
|
138
|
ii
|
ARTICLE
VII.
|
||
|
DEFAULT;
TERMINATION OF MASTER SERVICER
|
||
|
Section
7.01
|
Events
of Default.
|
139
|
|
Section
7.02
|
Trustee
to Act; Appointment of Successor.
|
141
|
|
Section
7.03
|
Notification
to Certificateholders.
|
142
|
|
ARTICLE
VIII.
|
||
|
CONCERNING
THE TRUSTEE AND THE CO-TRUSTEE
|
||
|
Section
8.01
|
Duties
of Trustee.
|
143
|
|
Section
8.02
|
Certain
Matters Affecting the Trustee.
|
144
|
|
Section
8.03
|
Trustee
Not Liable for Mortgage Loans.
|
146
|
|
Section
8.04
|
Trustee
May Own Certificates.
|
146
|
|
Section
8.05
|
Master
Servicer to Pay Trustee’s Fees and Expenses.
|
146
|
|
Section
8.06
|
Eligibility
Requirements for Trustee.
|
146
|
|
Section
8.07
|
Resignation
and Removal of Trustee.
|
147
|
|
Section
8.08
|
Successor
Trustee.
|
148
|
|
Section
8.09
|
Merger
or Consolidation of Trustee.
|
149
|
|
Section
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
149
|
|
Section
8.11
|
Tax
Matters.
|
150
|
|
Section
8.12
|
Co-Trustee.
|
154
|
|
Section
8.13
|
Access
to Records of the Trustee.
|
156
|
|
Section
8.14
|
Suits
for Enforcement.
|
157
|
|
ARTICLE
IX.
|
||
|
TERMINATION
|
||
|
Section
9.01
|
Termination
upon Liquidation or Repurchase of all Mortgage Loans.
|
157
|
|
Section
9.02
|
Final
Distribution on the Certificates.
|
158
|
|
Section
9.03
|
Additional
Termination Requirements.
|
160
|
|
Section
9.04
|
Auction
of the Mortgage Loans and REO Properties.
|
161
|
|
ARTICLE
X.
|
||
|
MISCELLANEOUS
PROVISIONS
|
||
|
Section
10.01
|
Amendment.
|
164
|
|
Section
10.02
|
Recordation
of Agreement; Counterparts.
|
166
|
|
Section
10.03
|
Governing
Law.
|
166
|
|
Section
10.04
|
Intention
of Parties.
|
167
|
|
Section
10.05
|
Notices.
|
168
|
|
Section
10.06
|
Severability
of Provisions.
|
170
|
|
Section
10.07
|
Assignment.
|
170
|
|
Section
10.08
|
Limitation
on Rights of Certificateholders.
|
170
|
|
Section
10.09
|
Inspection
and Audit Rights.
|
171
|
|
Section
10.10
|
Certificates
Nonassessable and Fully Paid.
|
171
|
|
Section
10.11
|
Rights
of NIM Insurer.
|
171
|
iii
|
Section
10.12
|
Protection
of Assets.
|
172
|
|
ARTICLE
XI.
|
||
|
EXCHANGE
ACT REPORTING
|
||
|
Section
11.01
|
Filing
Obligations.
|
173
|
|
Section
11.02
|
Form
10-D Filings.
|
173
|
|
Section
11.03
|
Form
8-K Filings.
|
174
|
|
Section
11.04
|
Form
10-K Filings.
|
174
|
|
Section
11.05
|
Xxxxxxxx-Xxxxx
Certification.
|
175
|
|
Section
11.06
|
Form
15 Filing.
|
175
|
|
Section
11.07
|
Report
on Assessment of Compliance and Attestation.
|
176
|
|
Section
11.08
|
Use
of Subservicers and Subcontractors.
|
177
|
|
Section
11.09
|
Amendments.
|
178
|
|
Section
11.10
|
Reconciliation
of Accounts.
|
178
|
|
Exhibits
|
|
|
EXHIBIT
A
|
Forms
of Certificates
|
|
EXHIBIT
A-1
|
Form
of Class 1-A Certificate
|
|
EXHIBIT
A-2
|
Form
of Class 2-A-1 Certificate
|
|
EXHIBIT
A-3
|
Form
of Class 2-A-2 Certificate
|
|
EXHIBIT
A-4
|
Form
of Class 2-A-3 Certificate
|
|
EXHIBIT
A-5
|
Form
of Class 2-A-4 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
B
|
Form
of Class P Certificate
|
|
EXHIBIT
C
|
Form
of Class C Certificate
|
|
EXHIBIT
D
|
Form
of Class A-R Certificate
|
|
EXHIBIT
E
|
Form
of Tax Matters Person Certificate
|
|
EXHIBIT
F
|
Mortgage
Loan Schedule
|
|
EXHIBIT
F-1
|
List
of Mortgage Loans
|
|
EXHIBIT
F-2
|
Mortgage
Loans for which All or a Portion of a Related Mortgage File is not
Delivered to the Trustee on or prior to the Closing
Date
|
|
EXHIBIT
G
|
Forms
of Certification of Trustee
|
|
EXHIBIT
G-1
|
Form
of Initial Certification of Trustee (Initial Mortgage
Loans)
|
|
EXHIBIT
G-2
|
Form
of Interim Certification of Trustee
|
|
EXHIBIT
G-3
|
Form
of Delay Delivery Certification
|
|
EXHIBIT
G-4
|
Form
of Initial Certification of Trustee (Subsequent Mortgage
Loans)
|
|
EXHIBIT
H
|
Form
of Final Certification of Trustee
|
iv
|
EXHIBIT
I
|
Transfer
Affidavit for Class A-R Certificates
|
|
EXHIBIT
J-1
|
Form
of Transferor Certificate for Class A-R Certificates
|
|
EXHIBIT
J-2
|
Form
of Transferor Certificate for Private Certificates
|
|
EXHIBIT
K
|
Form
of Investment Letter (Non-Rule 144A)
|
|
EXHIBIT
L
|
Form
of Rule 144A Letter
|
|
EXHIBIT
M
|
Form
of Request for Document Release
|
|
EXHIBIT
N
|
Form
of Request for File Release
|
|
EXHIBIT
O
|
Copy
of Depository Agreement
|
|
EXHIBIT
P
|
Form
of Subsequent Transfer Agreement
|
|
EXHIBIT
Q-1
|
Form
of Class 1-A Corridor Contract
|
|
EXHIBIT
Q-2
|
Form
of Class 2-A Corridor Contract
|
|
EXHIBIT
Q-3
|
Form
of Subordinate Corridor Contract
|
|
EXHIBIT
R
|
[Reserved]
|
|
EXHIBIT
S-1
|
Form
of Corridor Contract Assignment Agreement
|
|
EXHIBIT
S-2
|
Form
of Corridor Contract Administration Agreement
|
|
EXHIBIT
T
|
Officer’s
Certificate with respect to Prepayments
|
|
EXHIBIT
U
|
Form
of Swap Contract
|
|
EXHIBIT
V-1
|
Form
of Swap Contract Assignment Agreement
|
|
EXHIBIT
V-2
|
Form
of Swap Contract Administration Agreement
|
|
EXHIBIT
W
|
Form
of Monthly Statement
|
|
EXHIBIT
X-1
|
Form
of Performance Certification (Subservicer)
|
|
EXHIBIT
X-2
|
Form
of Performance Certification (Trustee)
|
|
EXHIBIT
Y
|
Form
of Servicing Criteria to be Addressed in Assessment of Compliance
Statement
|
|
EXHIBIT
Z
|
List
of Item 1119 Parties
|
|
EXHIBIT
AA
|
Form
of Xxxxxxxx-Xxxxx Certification (Replacement Master
Servicer)
|
|
SCHEDULE
I
|
Prepayment
Charge Schedule and Prepayment Charge Summary
|
|
SCHEDULE
II
|
Collateral
Schedule
|
|
SCHEDULE
III
|
40-Year
Target Schedule
|
v
POOLING
AND SERVICING AGREEMENT, dated as of March 1, 2007, by and among CWABS, INC.,
a
Delaware corporation, as depositor (the “Depositor”), COUNTRYWIDE HOME LOANS,
INC., a New York corporation, as seller (“CHL” or a “Seller”), PARK MONACO INC.,
a Delaware corporation, as a seller (“Park Monaco” or a “Seller”), PARK SIENNA
LLC, a Delaware limited liability company, as a seller (“Park Sienna” or a
“Seller”, and together with CHL and Park Monaco, the “Sellers”), COUNTRYWIDE
HOME LOANS SERVICING LP, a Texas limited partnership, as master servicer (the
“Master Servicer”), THE BANK OF NEW YORK, a New York banking corporation, as
trustee (the “Trustee”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a
national banking association, as co-trustee (the “Co-Trustee”).
PRELIMINARY
STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates. The Trust Fund (excluding the Carryover Reserve
Fund, the assets held in the Pre-Funding Account and the Capitalized Interest
Account and the Trust Fund’s rights with respect to payments received under the
Corridor Contracts) for federal income tax purposes will consist of three REMICs
(the “Swap-IO REMIC,” the “Strip REMIC” and the “Master REMIC”). Each
Certificate, other than the Class A-R Certificate, will represent ownership
of
one or more regular interests in the Master REMIC for purposes of the REMIC
Provisions. The Class A-R Certificate represents ownership of the sole class
of
residual interest in the Swap-IO REMIC, the Strip REMIC and the Master
REMIC. The Master REMIC will hold as assets the several classes of
uncertificated Strip REMIC Interests (other than the STR-A-R
Interest). Each Strip REMIC Interest (other than the STR-A-R
Interest) is hereby designated as a regular interest in the Strip
REMIC. The Strip REMIC will hold as assets the several classes of
uncertificated Swap-IO REMIC Interests (other than the SWR-A-R Interest). Each
Swap-IO REMIC Interest (other than the SWR-A-R Interest) is hereby designated
as
a regular interest in the Swap-IO REMIC. The Swap-IO REMIC will hold
as assets all property of the Trust Fund (excluding the Carryover Reserve Fund,
the assets held in the Pre-Funding Account and the Capitalized Interest Account
and the Trust Fund’s rights with respect to payments received under the Corridor
Contracts). The latest possible maturity date of all REMIC regular
interests created in this Agreement shall be the Latest Possible Maturity
Date.
None
of
the REMICs described herein shall hold any interest in the Swap Trust, Swap
Contract, Swap Account or Final Maturity Reserve Trust.
SWAP-IO
REMIC:
The
Swap-IO REMIC Interests will have the principal balances and pass-through rates
as set forth below.
|
Swap-IO
REMIC Interest
|
Initial
Principal Balance(1)
|
Pass-Through
Rate
|
||
|
SWR-7A
|
$ 4,838,637.50
|
(2)
|
||
|
SWR-7B
|
4,838,637.50
|
(3)
|
||
|
SWR-8A
|
5,269,633.00
|
(2)
|
||
|
SWR-8B
|
5,269,633.00
|
(3)
|
||
|
SWR-9A
|
5,717,483.00
|
(2)
|
||
|
SWR-9B
|
5,717,483.00
|
(3)
|
||
|
SWR-10A
|
6,155,982.00
|
(2)
|
||
|
SWR-10B
|
6,155,982.00
|
(3)
|
||
|
SWR-11A
|
6,583,755.50
|
(2)
|
||
|
SWR-11B
|
6,583,755.50
|
(3)
|
||
|
SWR-12A
|
110,953,705.00
|
(2)
|
||
|
SWR-12B
|
110,953,705.00
|
(3)
|
||
|
SWR-13A
|
5,638,670.50
|
(2)
|
||
|
SWR-13B
|
5,638,670.50
|
(3)
|
||
|
SWR-14A
|
5,922,859.50
|
(2)
|
||
|
SWR-14B
|
5,922,859.50
|
(3)
|
||
|
SWR-15A
|
6,196,481.00
|
(2)
|
||
|
SWR-15B
|
6,196,481.00
|
(3)
|
||
|
SWR-16A
|
6,458,797.00
|
(2)
|
||
|
SWR-16B
|
6,458,797.00
|
(3)
|
||
|
SWR-17A
|
6,709,105.00
|
(2)
|
||
|
SWR-17B
|
6,709,105.00
|
(3)
|
||
|
SWR-18A
|
12,163,200.00
|
(2)
|
||
|
SWR-18B
|
12,163,200.00
|
(3)
|
||
|
SWR-19A
|
6,175,706.50
|
(2)
|
||
|
SWR-19B
|
6,175,706.50
|
(3)
|
||
|
SWR-20A
|
6,091,239.50
|
(2)
|
||
|
SWR-20B
|
6,091,239.50
|
(3)
|
||
|
SWR-21A
|
6,007,748.00
|
(2)
|
||
|
SWR-21B
|
6,007,748.00
|
(3)
|
||
|
SWR-22A
|
5,925,166.00
|
(2)
|
||
|
SWR-22B
|
5,925,166.00
|
(3)
|
||
|
SWR-23A
|
5,843,428.50
|
(2)
|
||
|
SWR-23B
|
5,843,428.50
|
(3)
|
||
|
SWR-24A
|
89,684,663.00
|
(2)
|
||
|
SWR-24B
|
89,684,663.00
|
(3)
|
||
|
SWR-25A
|
3,807,489.00
|
(2)
|
||
|
SWR-25B
|
3,807,489.00
|
(3)
|
||
|
SWR-26A
|
3,738,429.50
|
(2)
|
||
|
SWR-26B
|
3,738,429.50
|
(3)
|
||
|
SWR-27A
|
3,670,692.00
|
(2)
|
||
|
SWR-27B
|
3,670,692.00
|
(3)
|
||
|
SWR-28A
|
3,604,248.50
|
(2)
|
||
|
SWR-28B
|
3,604,248.50
|
(3)
|
||
|
SWR-29A
|
3,539,076.50
|
(2)
|
||
|
SWR-29B
|
3,539,076.50
|
(3)
|
||
|
SWR-30A
|
18,263,556.50
|
(2)
|
||
|
SWR-30B
|
18,263,556.50
|
(3)
|
||
|
SWR-31A
|
2,964,892.00
|
(2)
|
||
|
SWR-31B
|
2,964,892.00
|
(3)
|
||
|
SWR-32A
|
2,909,912.50
|
(2)
|
||
|
SWR-32B
|
2,909,912.50
|
(3)
|
||
|
SWR-33A
|
2,855,971.00
|
(2)
|
||
|
SWR-33B
|
2,855,971.00
|
(3)
|
||
|
SWR-34A
|
2,803,045.50
|
(2)
|
||
|
SWR-34B
|
2,803,045.50
|
(3)
|
||
|
SWR-35A
|
2,751,118.50
|
(2)
|
||
|
SWR-35B
|
2,751,118.50
|
(3)
|
||
|
SWR-36A
|
19,401,629.50
|
(2)
|
||
|
SWR-36B
|
19,401,629.50
|
(3)
|
||
|
SWR-37A
|
6,404,134.50
|
(2)
|
||
|
SWR-37B
|
6,404,134.50
|
(3)
|
||
|
SWR-38A
|
6,033,732.00
|
(2)
|
||
|
SWR-38B
|
6,033,732.00
|
(3)
|
||
|
SWR-39A
|
5,393,493.50
|
(2)
|
||
|
SWR-39B
|
5,393,493.50
|
(3)
|
||
|
SWR-40A
|
4,812,665.50
|
(2)
|
||
|
SWR-40B
|
4,812,665.50
|
(3)
|
||
|
SWR-41A
|
4,323,929.00
|
(2)
|
||
|
SWR-41B
|
4,323,929.00
|
(3)
|
||
|
SWR-42A
|
3,941,637.50
|
(2)
|
||
|
SWR-42B
|
3,941,637.50
|
(3)
|
||
|
SWR-43A
|
3,615,511.50
|
(2)
|
||
|
SWR-43B
|
3,615,511.50
|
(3)
|
||
|
SWR-44A
|
3,490,251.50
|
(2)
|
||
|
SWR-44B
|
3,490,251.50
|
(3)
|
||
|
SWR-45A
|
3,324,596.50
|
(2)
|
||
|
SWR-45B
|
3,324,596.50
|
(3)
|
||
|
SWR-46A
|
3,166,083.50
|
(2)
|
||
|
SWR-46B
|
3,166,083.50
|
(3)
|
||
|
SWR-47A
|
3,032,309.50
|
(2)
|
||
|
SWR-47B
|
3,032,309.50
|
(3)
|
||
|
SWR-48A
|
2,914,853.50
|
(2)
|
||
|
SWR-48B
|
2,914,853.50
|
(3)
|
||
|
SWR-49A
|
2,803,922.00
|
(2)
|
||
|
SWR-49B
|
2,803,922.00
|
(3)
|
||
|
SWR-50A
|
111,232,223.00
|
(2)
|
||
|
SWR-50B
|
111,232,223.00
|
(3)
|
||
|
SWR-Support
|
(4)
|
(5)
|
||
|
SWR-P
|
$ 100.00
|
(6)
|
||
|
SWR-40
Year Reserve
|
(7)
|
(7)
|
||
|
SW-A-R
|
(8)
|
(8)
|
1
|
(1)
|
Scheduled
principal, prepayments and Realized Losses will be allocated first,
to the
SWR-Support Interest and second, to the numbered classes sequentially
(from lowest to highest). Amounts so allocated to a numbered
class shall be further allocated between the “A” and “B” components of
such numbered class pro-rata until the entire class is reduced to
zero.
|
|
(2)
|
On
and after the 7th Distribution Date and on and until the 50th Distribution
Date, a rate equal to twice the Pool Tax Cap less 10.12% per
annum. Prior to the 7th Distribution Date and on and after the
51st Distribution Date, a rate equal to the Pool Tax Cap. The
“Pool Tax Cap” means the weighted average of the Adjusted Net Mortgage
Rates of all the Mortgage Loans. For this purpose, beginning on
the Distribution Date in April 2017 and ending on the Distribution
Date in
March 2037 (the “Last Scheduled Distribution Date”), the Adjusted Net
Mortgage Rate shall be determined by first reducing the interest
payable
on each 40-Year Mortgage Loan by the 40-Year Reserve
Rate.
|
|
(3)
|
On
and after the 7th Distribution Date and on and until the 50th Distribution
Date, a rate equal to the lesser of (i) 10.12% per annum and (ii)
twice
the Pool Tax Cap. Prior to the 7th Distribution Date and on and
after the 51st Distribution Date, a rate equal to the Pool Tax
Cap.
|
|
(4)
|
On
the Closing Date and on each Distribution Date, following the allocation
of Principal Amounts and Realized Losses, the principal balance in
respect
of the SWR-Support Interest will equal the excess of (a) the sum
of (i)
the principal balance of the Mortgage Loans (as of the end of the
related
Due Period, reduced by principal prepayments received after such
Due
Period that are to be distributed on such Distribution Date) and
(ii) the
amount, if any, on deposit in the Pre-Funding Account in respect
of the
Mortgage Loans over (b) the principal balance in respect of the remaining
Swap-IO REMIC Interests other than the SWR-P and the SWR-A-R
Interests.
|
|
(5)
|
A
rate equal to the Pool Tax Cap.
|
|
(6)
|
On
each Distribution Date the SWR-P Interest is entitled to all Prepayment
Charges collected with respect to the Mortgage Loans. It
pays no interest.
|
|
(7)
|
Beginning
on the Distribution Date in April 2017 and ending on the Last Scheduled
Distribution Date, the SW-40 Year Reserve Interest shall be entitled
to a
specific portion of the interest payable on each 40-Year Mortgage
Loan. Specifically, the SW-40 Year Reserve Interest shall be
entitled to a specific portion of the interest payable on the Stated
Principal Balance of each 40-Year Mortgage Loan as of the Due Date
in the
month preceding the month of that Distribution Date (after giving
effect
to principal prepayments in the Prepayment Period related to that
prior
Due Date) at a per annum rate equal to 0.80% (the “40-Year Reserve
Rate”).
|
|
(8)
|
The
SW-A-R Interest is the sole class of residual interest in the Swap-IO
REMIC. It has no principal and pays no principal or
interest.
|
On
each
Distribution Date, the Interest Funds and the Principal Distribution Amount
payable with respect to the Mortgage Loans shall be payable with respect to
the
Swap-IO REMIC Interests in the following manner:
(1) Interest. Interest
is to be distributed with respect to each Swap-IO REMIC Interest at the rate,
or
according to the formulas, described above.
2
(2) Principal. Principal
Distribution Amounts shall be allocated among the Swap-IO REMIC Interests as
described above.
(3) Prepayment
Penalties. All Prepayment Charges are allocated to the SWR-P
Interest.
STRIP
REMIC:
The
Strip
REMIC Regular Interests will have the principal balances, pass-through rates
and
Corresponding Classes of Certificates as set forth in the following
table:
|
Strip
REMIC Interest
|
Initial
Principal Balance
|
Pass-Through
Rate
|
Corresponding
Class of Certificates
|
|
STR-1-A
|
(1)
|
(2)
|
1-A
|
|
STR-2-A-1
|
(1)
|
(2)
|
2-A-1
|
|
STR-2-A-2
|
(1)
|
(2)
|
2-A-2
|
|
STR-2-A-3
|
(1)
|
(2)
|
2-A-3
|
|
STR-2-A-4
|
(1)
|
(2)
|
2-A-4
|
|
STR-M-1
|
(1)
|
(2)
|
M-1
|
|
STR-M-2
|
(1)
|
(2)
|
M-2
|
|
STR-M-3
|
(1)
|
(2)
|
M-3
|
|
STR-M-4
|
(1)
|
(2)
|
M-4
|
|
STR-M-5
|
(1)
|
(2)
|
M-5
|
|
STR-M-6
|
(1)
|
(2)
|
M-6
|
|
STR-M-7
|
(1)
|
(2)
|
M-7
|
|
STR-M-8
|
(1)
|
(2)
|
M-8
|
|
STR-$100
|
$100
|
(3)
|
A-R
|
|
STR-C-OC
|
(4)
|
(2)
|
N/A
|
|
STR-C-Swap-IO
|
(5)
|
(5)
|
N/A
|
|
STR-C-40
Year IO
|
(6)
|
(6)
|
N/A
|
|
STR-P
|
$100
|
(7)
|
P
|
|
STR-A-R
|
(8)
|
(8)
|
N/A
|
(1) This
Strip REMIC Interest has a principal balance that is initially equal to 100%
of
its Corresponding Certificate Class issued by the Master
REMIC. Principal payments, both scheduled and prepaid, Realized
Losses and Subsequent Recoveries attributable to the Swap-IO REMIC Interests
held by the Strip REMIC will be allocated to this class to maintain its size
relative to its Corresponding Certificate Class.
(2) On
each Distribution Date, the pass-through rate for this Strip REMIC Interest
will
be the “Strip REMIC Cap,” which will equal the weighted average of the
pass-through rates of the Swap-IO REMIC Interests (other than the SWR-P, SWR-40
Year Reserve and SWR-A-R Interests) treating each “B” Interest the cardinal
number of which (for example, XX-0X, XX-0X, XX-0X, etc.) is not less than the
ordinal number of the Distribution Date (seventh Distribution Date, eighth
Distribution Date, ninth Distribution Date, etc.) as capped at a rate equal
to
the product of (i) 2 and (ii) LIBOR.
3
(3) This
Strip REMIC Interest pays no interest.
(4) This
Strip REMIC Interest has a principal balance that is initially equal to 100%
of
the Overcollateralized Amount. Principal payments, both scheduled and
prepaid, Realized Losses and Subsequent Recoveries attributable to the Swap-IO
REMIC Interests held by the Strip REMIC will be allocated to this class to
maintain its size relative to the Overcollateralized Amount.
(5) For
each Distribution Date, the STR-C-Swap-IO Interest is entitled to receive from
each Swap REMIC “B” Interest the cardinal number of which (for example, XX-0X,
XX-0X, XX-0X, etc.) is not less than the ordinal number of the Distribution
Date
(seventh Distribution Date, eighth Distribution Date, ninth Distribution Date,
etc.) the interest accruing on such interest in excess of a per annum rate
equal
to the product of (i) 2 and (ii) LIBOR.
(6) The
STR-C-40 Year IO Interest is entitled to all amounts payable with respect to
the
SWR-40 Year Reserve Interest.
(7) The
STR-P Interest is entitled to all amounts payable with respect to the SWR-P
Interest. It pays no interest.
(8) The
STR-A-R Interest is the sole class of residual interest in the Strip
REMIC. It has no principal balance and pays no principal or
interest.
On
each
Distribution Date, the Interest Funds and the Principal Distribution Amount
payable with respect to the Swap-IO Interests shall be payable with respect
to
the Strip REMIC Interests in the following manner:
(1) Interest. Interest
is to be distributed with respect to each Strip REMIC Interest at the rate,
or
according to the formulas, described above.
(2) Principal. Principal
Distribution Amounts shall be allocated among the Strip
REMIC Interests as described above.
(3)
Prepayment Penalties. All Prepayment Charges are allocated to
the STR-P Interest.
MASTER
REMIC:
The
following table specifies the class designation, interest rate, and principal
amount for each class of Master REMIC Interest:
|
Class
|
Original
Certificate Principal Balance
|
Pass-Through
Rate
|
||||||
|
Class
1-A
|
$ |
372,609,000
|
(1 | ) | ||||
|
Class
2-A-1
|
$ |
267,062,000
|
(1 | ) | ||||
|
Class
2-A-2
|
$ |
93,961,000
|
(1 | ) | ||||
|
Class
2-A-3
|
$ |
153,352,000
|
(1 | ) | ||||
|
Class
2-A-4
|
$ |
44,541,000
|
(1 | ) | ||||
|
Class
M-1
|
$ |
57,620,000
|
(1 | ) | ||||
|
Class
M-2
|
$ |
55,819,000
|
(1 | ) | ||||
|
Class
M-3
|
$ |
18,006,000
|
(1 | ) | ||||
|
Class
M-4
|
$ |
24,008,000
|
(1 | ) | ||||
|
Class
M-5
|
$ |
19,807,000
|
(1 | ) | ||||
|
Class
M-6
|
$ |
13,805,000
|
(1 | ) | ||||
|
Class
M-7
|
$ |
15,005,000
|
(1 | ) | ||||
|
Class
M-8
|
$ |
14,405,000
|
(1 | ) | ||||
|
Class
C
|
(2 | ) | (3 | ) | ||||
|
Class
P
|
$ |
100.00
|
(4 | ) | ||||
|
Class
A-R
|
$ |
100.00
|
(5 | ) | ||||
4
|
(1)
|
The
Certificates will accrue interest at the related Pass-Through Rates
identified in this Agreement. For federal income tax purposes,
including the computation of the Class C Distributable Amount and
entitlement to Net Rate Carryover, the Pass-Through Rate in respect
of
each Class 1-A Certificate, Class 2-A Certificate and Class M Certificate
will be subject to a cap equal to the Strip REMIC Cap rather than
its
applicable Net Rate Cap.
|
|
(2)
|
For
federal income tax purposes, the Class C Certificates will be treated
as
having a Certificate Principal Balance equal to the Overcollateralized
Amount.
|
|
(3)
|
For
each Interest Accrual Period the Class C Certificates are entitled
to an
amount (the “Class C Distributable Amount”) equal to the sum of (a) the
interest payable on the STR-C-Swap-IO Interest, (b) the interest
payable
on the STR-C-OC Interest, (c) the interest payable on the STR-C-40
Year IO
Interest and (d) a specified portion of the interest payable on the
Strip
REMIC Regular Interests (other than the STR-$100, STR-C-OC, STR-C-Swap-IO,
STR-C-40 Year IO and STR-P Interests) equal to the excess of the
Strip
REMIC Cap over the weighted average interest rate of the Strip REMIC
Regular Interests (other than the STR-$100, STR-C-OC, STR-C-Swap-IO,
STR-C-40 Year IO and STR-P Interests) with each such Class subject
to a
cap equal to the Pass-Through Rate of the Corresponding Master REMIC
Class. The Pass-Through Rate of the Class C Certificates shall
be a rate sufficient to entitle it to an amount equal to all interest
accrued on the Mortgage Loans less the interest accrued on the other
interests issued by the Master REMIC. The Class C Distributable
Amount for any Distribution Date is payable from current interest
on the
Mortgage Loans and any related Overcollateralization Reduction Amount
for
that Distribution Date.
|
|
(4)
|
For
each Distribution Date the Class P Certificates are entitled to all
Prepayment Charges distributed with respect to the STR-P
Interest.
|
|
(5)
|
The
Class A-R Certificates represent the sole class of residual interest
in
each REMIC created hereunder. The Class A-R Certificates are
not entitled to distributions of
interest.
|
The
foregoing REMIC structure is intended to cause all of the cash from the Mortgage
Loans to flow through to the Master REMIC as cash flow on REMIC regular
interests, without creating any shortfall—actual or potential (other than for
credit losses)— to any REMIC regular interest. It is not intended that the Class
A-R Certificates be entitled to any cash flows pursuant to this Agreement except
as provided in Section 3.08(a) hereunder.
5
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:
40-Year
Target Schedule: Schedule III hereto.
40-Year
Mortgage Loan: A Mortgage Loan with an original term to maturity
of 40 years.
40-Year
Reserve Rate: As defined in the Preliminary
Statement.
Acceptable
Bid Amount: Either (i) a bid equal to or greater than the Minimum
Auction Amount or (ii) the highest bid submitted by a Qualified Bidder in an
auction if the Directing Certificateholder agrees to pay the related Auction
Supplement Amount.
Account: Any
Escrow Account, the Carryover Reserve Fund, the Certificate Account, the
Distribution Account, the Pre-Funding Account, the Capitalized Interest Account,
the Principal Reserve Fund, the Swap Account, the Final Maturity Reserve Fund
or
any other account related to the Trust Fund or the Mortgage Loans.
Accrual
Period: With respect to any Distribution Date and each Class of
Interest-Bearing Certificates, the period commencing on the immediately
preceding Distribution Date (or, in the case of the first Distribution Date,
the
Closing Date) and ending on the day immediately preceding such Distribution
Date. With respect to any Distribution Date and the Class C
Certificates, the calendar month preceding the month in which such Distribution
Date occurs. All calculations of interest on the Interest-Bearing
Certificates will be made on the basis of the actual number of days elapsed
in
the related Accrual Period and on a 360-day year. All calculations of
interest on the Class C Certificates will be made on the basis of a 360-day
year
consisting of twelve 30-day months.
Additional
Designated Information: As defined in Section 11.02.
Adjusted
Mortgage Rate: As to each Mortgage Loan, the related Mortgage
Rate less the related Servicing Fee Rate.
Adjusted
Net Mortgage Rate: As to each Mortgage Loan, the related Mortgage
Rate less the related Expense Fee Rate.
Adjusted
Replacement Upfront Amount: As defined in Section
3.21.
Adjustment
Date: As to each Mortgage Loan, each date on which the related
Mortgage Rate is subject to adjustment, as provided in the related Mortgage
Note.
6
Advance: The
aggregate of the advances required to be made by the Master Servicer with
respect to any Distribution Date pursuant to Section 4.01, the amount of any
such advances being equal to the aggregate of payments of principal of, and
interest on the Stated Principal Balance of, the Mortgage Loans (net of the
Servicing Fees) that were due on the related Due Date and not received by the
Master Servicer as of the close of business on the related Determination Date
including an amount equivalent to interest on the Stated Principal Balance
of
each Mortgage Loan as to which the related Mortgaged Property is an REO Property
or as to which the related Mortgaged Property has been liquidated but such
Mortgage Loan has not yet become a Liquidated Mortgage Loan; provided, however,
that the net monthly rental income (if any) from such REO Property deposited
in
the Certificate Account for such Distribution Date pursuant to Section 3.12
may
be used to offset such Advance for the related REO Property; provided, further,
that for the avoidance of doubt, no Advances shall be required to be made in
respect of any Liquidated Mortgage Loan.
Agreement: This
Pooling and Servicing Agreement and any and all amendments or supplements hereto
made in accordance with the terms herein.
Amount
Held for Future Distribution: As to any Distribution Date, the
aggregate amount held in the Certificate Account at the close of business on
the
immediately preceding Determination Date on account of (i) all Scheduled
Payments or portions thereof received in respect of the Mortgage Loans due
after
the related Due Date, (ii) Principal Prepayments received in respect of such
Mortgage Loans after the last day of the related Prepayment Period and (iii)
Liquidation Proceeds and Subsequent Recoveries received in respect of such
Mortgage Loans after the last day of the related Due Period.
Applied
Realized Loss Amount: With respect to any Distribution Date and
any Loan Group or Loan Groups, the amount, if any, by which, the aggregate
Certificate Principal Balance of the Class(es) of Certificates listed opposite
such Loan Group(s) in the following table (after all distributions of principal
on such Distribution Date) exceeds the sum of (x) the aggregate Stated Principal
Balance of the Mortgage Loans in such Loan Group(s) for such Distribution Date
and (y) the amount on deposit in the Pre-Funding Account in respect of such
Loan
Group(s); provided, however, that an Applied Realized Loss Amount will not
exist
for a Class of Class A Certificates unless the Certificate Principal Balances
of
the Subordinate Certificates have been reduced to zero.
|
Loan
Group(s)
|
Class(es)
of Certificates
|
|
1
and 2
|
Interest-Bearing
|
|
1
|
1-A
|
|
2
|
2-A
|
Appraised
Value: The appraised value of the Mortgaged Property based upon
the appraisal made for the originator of the related Mortgage Loan by an
independent fee appraiser at the time of the origination of the related Mortgage
Loan, or the sales price of the Mortgaged Property at the time of such
origination, whichever is less, or with respect to any Mortgage Loan originated
in connection with a refinancing, the appraised value of the Mortgaged Property
based upon the appraisal made at the time of such refinancing.
7
Auction
Supplement Amount: As defined in Section 9.04(c).
Bankruptcy
Code: Title 11 of the United States Code.
Bid
Determination Date: As defined in Section 9.04(b).
Book-Entry
Certificates: Any of the Certificates that shall be registered in
the name of the Depository or its nominee, the ownership of which is reflected
on the books of the Depository or on the books of a person maintaining an
account with the Depository (directly, as a “Depository Participant”, or
indirectly, as an indirect participant in accordance with the rules of the
Depository and as described in Section 5.06). As of the Closing Date,
each Class of Interest-Bearing Certificates constitutes a Class of Book-Entry
Certificates.
Business
Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York or California or the
city
in which the Corporate Trust Office of the Trustee is located are authorized
or
obligated by law or executive order to be closed.
Capitalized
Interest Account: The separate Eligible Account designated as such and
created and maintained by the Trustee pursuant to Section 3.05(e). The
Capitalized Interest Account shall be treated as an “outside reserve fund” under
applicable Treasury regulations and shall not be part of any
REMIC. Except as provided in Section 3.05(e), any investment earnings
on the amounts on deposit in the Capitalized Interest Account shall be treated
as owned by the Depositor and shall be taxable to the Depositor.
Capitalized
Interest Deposit: $737,465.04.
Capitalized
Interest Release Amount: With respect to any Subsequent Transfer
Date, an amount equal to the product of (1) the sum of (a) the Trustee Fee
Rate
and (b) the weighted average Adjusted Net Mortgage Rate of the Mortgage Loans
(excluding any Subsequent Mortgage Loans conveyed to the Trust Fund during
the
calendar month in which such Subsequent Transfer Date occurs) as of the first
day of the Due Period beginning in the month in which such Subsequent Transfer
Date occurs (after giving effect to Principal Prepayments received during the
Prepayment Period, if any, that ends during such Due Period), (2) the Subsequent
Transfer Date Transfer Amount for such Subsequent Transfer Date and (3) a
fraction, the numerator of which is the number of calendar months in the period
beginning with the calendar month in which such Subsequent Transfer Date occurs
and ending with the calendar month containing the latest date on which the
Funding Period could end, and the denominator of which is 12.
Capitalized
Interest Requirement: With respect to each Funding Period
Distribution Date, 1/12 of the product of (1) the sum of (a) the Trustee Fee
Rate and (b) the weighted average Adjusted Net Mortgage Rate of the Mortgage
Loans (excluding any Subsequent Mortgage Loans conveyed to the Trust Fund during
the calendar month preceding such Distribution Date) as of the first day of
the
related Due Period (after giving effect to Principal Prepayments received during
the Prepayment Period, if any, that ends during such Due Period) and (2) the
amount on deposit in the Pre-Funding Account as of the last day of the calendar
month preceding such Funding Period Distribution Date (or, if the Funding Period
ended during such calendar month, as of the last day of the Funding
Period).
8
Carryover
Reserve Fund: The separate Eligible Account created and initially
maintained by the Trustee pursuant to Section 4.07 in the name of the Trustee
for the benefit of the Certificateholders and designated “The Bank of New York
in trust for registered Holders of CWABS, Inc., Asset-Backed Certificates,
Series 2007-5”. 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 X-00, Xxxxxxx
X, Xxxxxxx X, Xxxxxxx X and Exhibit E.
Certificate
Account: The separate Eligible Account created and initially
maintained by the Master Servicer pursuant to Section 3.05(b) with a depository
institution in the name of the Master Servicer for the benefit of the Trustee
on
behalf of the Certificateholders and designated “Countrywide Home Loans
Servicing LP in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2007-5”. Funds in the Certificate Account shall
be held in trust for the Certificateholders for the uses and purposes set forth
in this Agreement.
Certificate
Owner: With respect to a Book-Entry Certificate, the person that
is the beneficial owner of such Book-Entry Certificate.
Certificate
Principal Balance: As to any Certificate (other than the Class C
Certificates) and as of any Distribution Date, the Initial Certificate Principal
Balance of such Certificate (A) less the sum of (i) all amounts distributed
with
respect to such Certificate in reduction of the Certificate Principal Balance
thereof on previous Distribution Dates pursuant to Section 4.04(b) and (ii)
any
Applied Realized Loss Amounts allocated to such Certificate on previous
Distribution Dates pursuant to Section 4.04(h), and (B) increased by any
Subsequent Recoveries allocated to such Certificate pursuant to Section 4.04(i)
on such Distribution Date. References herein to the Certificate
Principal Balance of a Class of Certificates shall mean the Certificate
Principal Balances of all Certificates in such Class. The Class C
Certificates do not have a Certificate Principal Balance. With
respect to any Certificate (other than the Class C Certificates) of a Class
and
any Distribution Date, the portion of the Certificate Principal Balance of
such
Class represented by such Certificate equal to the product of the Percentage
Interest evidenced by such Certificate and the Certificate Principal Balance
of
such Class.
Certificate
Register: The register maintained pursuant to Section 5.02
hereof.
Certificateholder
or Holder: The person in whose name a Certificate is registered
in the Certificate Register (initially, Cede & Co., as nominee for the
Depository, in the case of any Class of Book-Entry Certificates), except that
solely for the purpose of giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Depositor or any affiliate of the
Depositor shall be deemed not to be Outstanding and the Voting Interest
evidenced thereby shall not be taken into account in determining whether the
requisite amount of Voting Interests necessary to effect such consent has been
obtained; provided that if any such Person (including the Depositor) owns 100%
of the Voting Interests evidenced by a Class of Certificates, such Certificates
shall be deemed to be Outstanding for purposes of any provision hereof (other
than the second sentence of Section 10.01 hereof) that requires the consent
of
the Holders of Certificates of a particular Class as a condition to the taking
of any action hereunder. The Trustee is entitled to rely conclusively
on a certification of the Depositor or any affiliate of the Depositor in
determining which Certificates are registered in the name of an affiliate of
the
Depositor.
9
Certification
Party: As defined in Section 11.05.
Certifying
Person: As defined in Section 11.05.
CHL: Countrywide
Home Loans, Inc., a New York corporation, and its successors and
assigns.
CHL
Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule for which CHL is the applicable Seller.
Class: All
Certificates bearing the same Class designation as set forth in Section 5.01
hereof.
Class
1-A Certificate: Any Certificate designated as a “Class 1-A
Certificate” on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to distributions as set forth herein.
Class
1-A Corridor Contract: With respect to the Class 1-A
Certificates, the transaction evidenced by the related Confirmation (as assigned
to the Corridor Contract Administrator pursuant to the Corridor Contract
Assignment Agreement), a form of which is attached hereto as Exhibit
Q-1.
Class
1-A Net Rate Cap: For any Distribution Date, the weighted average
Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group 1 as of the
first
day of the related Due Period (after giving effect to Principal Prepayments
received during the Prepayment Period that ends during such Due Period),
adjusted to an effective rate reflecting the calculation of interest on the
basis of the actual number of days elapsed during the related Accrual Period
and
a 360-day year, minus a fraction, expressed as a percentage, the numerator
of
which is (a) the product of (x) the sum of (1) the sum of the Net Swap Payment
payable to the Swap Counterparty with respect to such Distribution Date and
the
Final Maturity Reserve Deposit for such Distribution Date times a fraction,
the
numerator of which is 360 and the denominator of which is the actual number
of
days in the related Accrual Period and (2) any Swap Termination Payment payable
to the Swap Counterparty for such Distribution Date (other than a Swap
Termination Payment due to a Swap Counterparty Trigger Event) and (y) a
fraction, the numerator of which is the Interest Funds for Loan Group 1 for
such
Distribution Date, and the denominator of which is the Interest Funds for Loan
Group 1 and Loan Group 2 for such Distribution Date, and the denominator of
which is (b) the sum of the aggregate Stated Principal Balance of the Mortgage
Loans in Loan Group 1 as of the first day of the related Due Period (after
giving effect to Principal Prepayments received during the Prepayment Period
that ends during such Due Period) plus any amounts on deposit in the Pre-Funding
Account in respect of Loan Group 1 as of the first day of that Due
Period.
10
Class
1-A Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the Class A Principal Distribution Target
Amount and (y) a fraction, the numerator of which is the 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 the Class 2-A Principal
Distribution Target Amount.
Class
1-A Principal Distribution Target Amount: With respect to any
Distribution Date, the excess of (1) the Certificate Principal Balance of the
Class 1-A Certificates immediately prior to such Distribution Date, over (2)
the
lesser of (x) 55.20% 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 0.50% of the sum of the aggregate Cut-off Date Principal Balance
of
the Initial Mortgage Loans in Loan Group 1 and the original Group 1 Pre-Funded
Amount.
Class
2-A-1 Certificate: Any Certificate designated as a “Class 2-A-1
Certificate” on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to distributions as set forth herein.
Class
2-A-2 Certificate: Any Certificate designated as a “Class 2-A-2
Certificate” on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to distributions as set forth herein.
Class
2-A-3 Certificate: Any Certificate designated as a “Class 2-A-3
Certificate” on the face thereof, in the form of Exhibit A-4 hereto,
representing the right to distributions as set forth herein.
Class
2-A-4 Certificate: Any Certificate designated as a “Class 2-A-4
Certificate” on the face thereof, in the form of Exhibit A-5 hereto,
representing the right to distributions as set forth herein.
Class
2-A Certificates: The Class 2-A-1, Class 2-A-2, Class 2-A-3 and
Class 2-A-4 Certificates collectively.
Class
2-A Corridor Contract: With respect to the Class 2-A
Certificates, the transaction evidenced by the related Confirmation (as assigned
to the Corridor Contract Administrator pursuant to the Corridor Contract
Assignment Agreement), a form of which is attached hereto as Exhibit
Q-2.
Class
2-A Net Rate Cap: For any Distribution Date, the weighted average
Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group 2 as of the
first
day of the related Due Period (after giving effect to Principal Prepayments
received during the Prepayment Period that ends during such Due Period),
adjusted to an effective rate reflecting the calculation of interest on the
basis of the actual number of days elapsed during the related Accrual Period
and
a 360-day year, minus a fraction, expressed as a percentage, the numerator
of
which is (a) the product of (x) the sum of (1) the sum of the Net Swap Payment
payable to the Swap Counterparty with respect to such Distribution Date and
the
Final Maturity Reserve Deposit for such Distribution Date times a fraction,
the
numerator of which is 360 and the denominator of which is the actual number
of
days in the related Accrual Period and (2) any Swap Termination Payment payable
to the Swap Counterparty for such Distribution Date (other than a Swap
Termination Payment due to a Swap Counterparty Trigger Event) and (y) a
fraction, the numerator of which is the Interest Funds for Loan Group 2 for
such
Distribution Date, and the denominator of which is the Interest Funds for Loan
Group 1 and Loan Group 2 for such Distribution Date, and the denominator of
which is (b) the sum of the aggregate Stated Principal Balance of the Mortgage
Loans in Loan Group 2 as of the first day of the related Due Period (after
giving effect to Principal Prepayments received during the Prepayment Period
that ends during such Due Period) plus any amounts on deposit in the Pre-Funding
Account in respect of Loan Group 2 as of the first day of that Due
Period.
11
Class
2-A Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the Class A Principal Distribution Target
Amount and (y) a fraction, the numerator of which is the 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 the 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 (i) 55.20% of the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 2 for such Distribution Date and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group 2 for such
Distribution Date minus 0.50% of the sum of the aggregate Cut-off Date Principal
Balance of the Initial Mortgage Loans in Loan Group 2 and the original Group
2
Pre-Funded Amount.
Class
A-R Certificate: Any Certificate designated as a “Class A-R
Certificate” on the face thereof, in the form of Exhibit D hereto or, in the
case of the Tax Matters Person Certificate, Exhibit E hereto, in either case
representing the right to distributions as set forth herein.
Class
A Certificate: Any Class 1-A or Class 2-A
Certificate.
Class
A Principal Distribution 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.
Class
A Principal Distribution Target Amount: With respect to any
Distribution Date, the excess of (1) the aggregate Certificate Principal Balance
of the Class A Certificates immediately prior to such Distribution Date, over
(2) the lesser of (x) 55.20% of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date and (y) the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date minus the OC
Floor.
12
Class
C Certificate: Any Certificate designated as a “Class C
Certificate” on the face thereof, in the form of Exhibit C hereto, representing
the right to distributions as set forth herein.
Class
C Distributable Amount: As defined in the Preliminary
Statement.
Class
M-1 Certificate: Any Certificate designated as a “Class M-1
Certificate” on the face thereof, in the form of Exhibit A-6 hereto,
representing the right to distributions as set forth herein.
Class
M-2 Certificate: Any Certificate designated as a “Class M-2
Certificate” on the face thereof, in the form of Exhibit A-7 hereto,
representing the right to distributions as set forth herein.
Class
M-3 Certificate: Any Certificate designated as a “Class M-3
Certificate” on the face thereof, in the form of Exhibit A-8 hereto,
representing the right to distributions as set forth herein.
Class
M-4 Certificate: Any Certificate designated as a “Class M-4
Certificate” on the face thereof, in the form of Exhibit A-9 hereto,
representing the right to distributions as set forth herein.
Class
M-5 Certificate: Any Certificate designated as a “Class M-5
Certificate” on the face thereof, in the form of Exhibit A-10 hereto,
representing the right to distributions as set forth herein.
Class
M-6 Certificate: Any Certificate designated as a “Class M-6
Certificate” on the face thereof, in the form of Exhibit A-11 hereto,
representing the right to distributions as set forth herein.
Class
M-7 Certificate: Any Certificate designated as a “Class M-7
Certificate” on the face thereof, in the form of Exhibit A-12 hereto,
representing the right to distributions as set forth herein.
Class
M-8 Certificate: Any Certificate designated as a “Class M-8
Certificate” on the face thereof, in the form of Exhibit A-13 hereto,
representing the right to distributions as set forth herein.
Class
P Certificate: Any Certificate designated as a “Class P Certificate” on the
face thereof, in the form of Exhibit B hereto, representing the right to
distributions as set forth herein.
Class
P Principal Distribution Date: The first Distribution Date that
occurs after the end of the latest Prepayment Charge Period for all Mortgage
Loans that have a Prepayment Charge Period.
Closing
Date: March 30, 2007.
13
Code: The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Collateral
Schedule: Schedule II hereto.
Commission: The
U.S. Securities and Exchange Commission.
Compensating
Interest: With respect to each Loan Group and any Distribution
Date, an amount equal to the lesser of (x) one-half of the Servicing Fee for
the
Mortgage Loans in that Loan Group for the related Due Period and (y) the
aggregate Prepayment Interest Shortfalls for the Mortgage Loans in that Loan
Group for such Distribution Date.
Confirmation: The
confirmation, reference number Global Xx. X000000X / X000000X, with a trade
date
of March 23, 2007 evidencing a transaction between the Corridor Contract
Counterparty and CHL relating to the Class 1-A Corridor Contract, the
confirmation, reference number Global Xx. X000000X / X000000X, with a trade
date
of March 23, 2007 evidencing a transaction between the Corridor Contract
Counterparty and CHL relating to the Class 2-A Corridor Contract, the
confirmation, reference number Global Xx. X000000X / X000000X, with a trade
date
of March 23, 2007 evidencing a transaction between the Corridor Contract
Counterparty and CHL relating to the Subordinate Corridor Contract and the
confirmation, reference number Global No. N591937N, with a trade date of March
23, 2007 evidencing a transaction between the Swap Counterparty and CHL relating
to the Swap Contract, as applicable.
Corporate
Trust Office: The designated office of the Trustee in the State
of New York where at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of
the
execution of this Agreement is located at 000 Xxxxxxx Xxxxxx, Xxxxx 0X, Xxx
Xxxx, Xxx Xxxx 00000 (Attention: Corporate Trust MBS Administration),
telephone: (000) 000-0000, facsimile: (000) 000-0000.
Corridor
Contract: The Class 1-A Corridor Contract, Class 2-A Corridor
Contract or Subordinate Corridor Contract, as applicable.
Corridor
Contract Administration Agreement: The corridor contract
administration agreement dated as of the Closing Date among CHL, the Trustee
and
the Corridor Contract Administrator, a form of which is attached hereto as
Exhibit S-2.
Corridor
Contract Administrator: The Bank of New York, in its capacity as
corridor contract administrator under the Corridor Contract Administration
Agreement.
Corridor
Contract Assignment Agreement: The Assignment Agreement dated as
of the Closing Date among CHL, the Corridor Contract Administrator and the
Corridor Contract Counterparty, a form of which is attached hereto as Exhibit
S-1.
Corridor
Contract Counterparty: Deutsche Bank AG, New York Branch and its
successors.
14
Corridor
Contract Termination Date: The Distribution Date occurring in
September 2007.
Co-Trustee: The
Bank of New York Trust Company, N.A., a national banking association, not in
its
individual capacity, but solely in its capacity as co-trustee for the benefit
of
the Certificateholders under this Agreement, and any successor thereto, and
any
corporation or national banking association resulting from or surviving any
consolidation or merger to which it or its successors may be a
party.
Covered
Mortgage Loan: A Mortgage Loan listed on the Mortgage Loan
Schedule as being covered by the Mortgage Insurance Policy.
Credit
Bureau Risk Score: A statistical credit score obtained by CHL in
connection with the origination of a Mortgage Loan.
Cumulative
Loss Trigger Event: With respect to a Distribution Date on or after the
Stepdown Date, a Cumulative Loss Trigger Event will be in effect if (x) the
aggregate amount of Realized Losses on the Mortgage Loans from the Cut-off
Date
for each such Mortgage Loan to (and including) the last day of the related
Due
Period (reduced by the aggregate amount of any Subsequent Recoveries received
through the last day of that Due Period) exceeds (y) the applicable percentage,
for such Distribution Date, of the sum of the aggregate Cut-off Date Principal
Balance of the Initial Mortgage Loans and the Pre-Funded Amount, as set forth
below:
|
Distribution
Date
|
Percentage
|
|
April
2009 — March 2010
|
1.70%
with respect to April 2009, plus an additional 1/12th of 2.10% for
each
month thereafter through March 2010
|
|
April
2010 — March 2011
|
3.80%
with respect to April 2010, plus an additional 1/12th of 2.15% for
each
month thereafter through March 2011
|
|
April
2011 — March 2012
|
5.95%
with respect to April 2011, plus an additional 1/12th of 1.75% for
each
month thereafter through March 2012
|
|
April
2012 — March 2013
|
7.70%
with respect to April 2012, plus an additional 1/12th of 0.85% for
each
month thereafter through March 2013
|
|
April
2013 and thereafter
|
8.55%
|
Current
Interest: With respect to each Class of Interest-Bearing
Certificates and each Distribution Date, the interest accrued at the applicable
Pass-Through Rate for the applicable Accrual Period on the Certificate Principal
Balance of such Class immediately prior to such Distribution Date.
15
Cut-off
Date: When used with respect to any Mortgage Loan the “Cut-off
Date” shall mean the Initial Cut-off Date or the related Subsequent Cut-off
Date, as the case may be.
Cut-off
Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-off Date after
application of all payments of principal due on or prior to the Cut-off Date,
whether or not received, and all Principal Prepayments received on or prior
to
the Cut-off Date, but without giving effect to any installments of principal
received in respect of Due Dates after the Cut-off Date.
Debt
Service Reduction: With respect to any Mortgage Loan, a reduction
by a court of competent jurisdiction in a proceeding under the Bankruptcy Code
in the Scheduled Payment for such Mortgage Loan that became final and
non-appealable, except such a reduction resulting from a Deficient Valuation
or
any other reduction that results in a permanent forgiveness of
principal.
Deficient
Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less
than
the then outstanding indebtedness under such Mortgage Loan, or any reduction
in
the amount of principal to be paid in connection with any Scheduled Payment
that
results in a permanent forgiveness of principal, which valuation or reduction
results from an order of such court that is final and non-appealable in a
proceeding under the Bankruptcy Code.
Definitive
Certificates: As defined in Section 5.06.
Delay
Delivery Mortgage Loans: (i) The Initial Mortgage Loans
identified on the schedule of Mortgage Loans hereto set forth on Exhibit F-2
hereof for which all or a portion of a related Mortgage File is not delivered
to
the Co-Trustee on or prior to the Closing Date, and (ii) the Subsequent Mortgage
Loans identified on the schedule of Subsequent Mortgage Loans set forth in
Annex
A to each related Subsequent Transfer Agreement for which all or a portion
of
the related Mortgage File is not delivered to the Co-Trustee on or prior to
the
related Subsequent Transfer Date. The Depositor shall deliver (or
cause delivery of) the Mortgage Files to the Co-Trustee: (A) with
respect to at least 50% of the Initial Mortgage Loans in each Loan Group, not
later than the Closing Date and with respect to at least 10% of the Subsequent
Mortgage Loans in each Loan Group conveyed on a Subsequent Transfer Date, not
later than such Subsequent Transfer Date, (B) with respect to at least an
additional 40% of the Initial Mortgage Loans in each Loan Group, not later
than
20 days after the Closing Date, and not later than 20 days after the relevant
Subsequent Transfer Date with respect to the remaining Subsequent Mortgage
Loans
conveyed on such Subsequent Transfer Date, and (C) with respect to the remaining
Initial Mortgage Loans, not later than thirty days after the Closing
Date. To the extent that Countrywide Home Loans, Inc. shall be in
possession of any Mortgage Files with respect to any Delay Delivery Mortgage
Loan, until delivery of such Mortgage File to the Co-Trustee as provided in
Section 2.01, Countrywide Home Loans, Inc. shall hold such files as agent and
in
trust for the Co-Trustee.
16
Deleted
Mortgage Loan: A Mortgage Loan replaced or to be replaced by a
Replacement Mortgage Loan.
Delinquency
Trigger Event: With respect to any Distribution Date on or after the
Stepdown Date, a Delinquency Trigger Event will be in effect if the Rolling
Sixty-Day Delinquency Rate for Outstanding Mortgage Loans equals or exceeds
the
product of (x) the Senior Enhancement Percentage for such Distribution Date
and
(y) the applicable percentage listed below for the most senior Class of
Interest-Bearing Certificates:
|
Class
|
Percentage
|
|
A
|
35.71%
|
|
M-1
|
45.45%
|
|
M-2
|
61.77%
|
|
M-3
|
69.86%
|
|
M-4
|
84.65%
|
|
M-5
|
102.55%
|
|
M-6
|
120.29%
|
|
M-7
|
148.13%
|
|
M-8
|
190.45%
|
Denomination: With
respect to each Certificate, the amount set forth on the face thereof as the
“Initial Certificate Balance of this Certificate” or, if not the foregoing, the
Percentage Interest appearing on the face thereof, as applicable.
Depositor: CWABS,
Inc., a Delaware corporation, or its successor in interest.
Depository: The
initial Depository shall be The Depository Trust Company, the nominee of which
is Cede & Co., or any other organization registered as a “clearing agency”
pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The Depository shall initially be the registered Holder of
the Book-Entry Certificates. The Depository shall at all times be a
“clearing corporation” as defined in Section 8-102(a)(5) of the Uniform
Commercial Code of the State of New York.
Depository
Agreement: With respect to the Book-Entry Certificates, the
agreement among the Depositor and the initial Depository, dated as of the
Closing Date, substantially in the form of Exhibit O.
Depository
Participant: A broker, dealer, bank or other financial
institution or other person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the
Depository.
Determination
Date: With respect to any Distribution Date, the 15th day
of the month
of such Distribution Date or, if such 15th day is
not a
Business Day, the immediately preceding Business Day.
Directing
Certificateholder: As defined in Section 9.04(a).
17
Distribution
Account: The separate Eligible Account created and maintained by
the Trustee pursuant to Section 3.05(c) in the name of the Trustee for the
benefit of the Certificateholders and designated “The Bank of New York, in trust
for registered Holders of CWABS, Inc., Asset-Backed Certificates, Series
2007-5”. Funds in the Distribution Account shall be held in trust for
the Certificateholders for the uses and purposes set forth in this
Agreement.
Distribution
Account Deposit Date: As to any Distribution Date, 1:00 p.m.
Pacific time on the Business Day immediately preceding such Distribution
Date.
Distribution
Date: The 25th day of each month, or if such day is not a
Business Day, the first Business Day thereafter, commencing in April
2007.
Due
Date: With respect to any Mortgage Loan and Due Period, the due
date for Scheduled Payments of interest and/or principal on that Mortgage Loan
occurring in such Due Period as provided in the related Mortgage
Note.
Due
Period: With respect to any Distribution Date, the period
beginning on the second day of the calendar month preceding the calendar month
in which such Distribution Date occurs and ending on the first day of the month
in which such Distribution Date occurs.
XXXXX: The
Commission’s Electronic Data Gathering, Analysis and Retrieval
system.
Eligible
Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company, the
long-term unsecured debt obligations and short-term unsecured debt obligations
of which (or, in the case of a depository institution or trust company that
is
the principal subsidiary of a holding company, the debt obligations of such
holding company, if Xxxxx’x 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 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.
18
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 does not have or no
longer has a rating of BBB- or its equivalent, or better, from at least one
Rating Agency.
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 (i)
the amount remaining after the distribution of interest to Certificateholders
for such Distribution Date pursuant to Section 4.04(a)(v)(b), (ii) the amount
remaining after the distribution of principal to Certificateholders for such
Distribution Date, pursuant to Section 4.04(b)(1)(B)(ii) or 4.04(b)(2)(C) and
(iii) the Overcollateralization Reduction Amount for such Distribution
Date.
Excess
Deposit: As defined in Section 8.11 hereof.
Excess
Overcollateralization Amount: With respect to any Distribution Date, the
excess, if any, of the Overcollateralized Amount for such Distribution Date
over
the Overcollateralization Target Amount for such Distribution Date.
Excess
Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds and Subsequent
Recoveries are in excess of the sum of (i) the unpaid principal balance of
such
Liquidated Mortgage Loan as of the date of liquidation of such Liquidated
Mortgage Loan plus (ii) interest at the Mortgage Rate from the Due Date as
to
which interest was last paid or advanced to Certificateholders (and not
reimbursed to the Master Servicer) up to the Due Date in the month in which
Liquidation Proceeds are required to be distributed on the Stated Principal
Balance of such Liquidated Mortgage Loan outstanding during each Due Period
as
to which such interest was not paid or advanced.
Exchange
Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
Exchange
Act Reports: Any reports on Form 10-D, Form 8-K and Form 10-K
required to be filed by the Depositor with respect to the Trust Fund under
the
Exchange Act.
Expense
Fee Rate: With respect to any Mortgage Loan, the sum of (i) the
related Servicing Fee Rate, (ii) the Trustee Fee Rate, (iii) with respect to
a
Covered Mortgage Loan, the applicable Mortgage Insurance Premium Rate and (iv)
with respect to any Mortgage Loan covered by a lender paid mortgage insurance
policy (other than the Mortgage Insurance Policy), the related mortgage
insurance premium rate.
Extra
Principal Distribution Amount: With respect to any Distribution
Date and each of Loan Group 1 and Loan Group 2, the lesser of (1) the
Overcollateralization Deficiency Amount and (2) the Excess Cashflow available
for payment thereof, to be allocated between Loan Group 1 and Loan Group 2,
pro
rata, based on the Principal Remittance Amount for each such Loan Group for
such
Distribution Date.
19
Xxxxxx
Xxx: 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.
Final
Maturity Funding Cap: For any Distribution Date beginning with
the Distribution Date in April 2017, the least of (i) the aggregate Certificate
Principal Balance of the Interest-Bearing Certificates immediately prior to
that
Distribution Date, (ii) the aggregate Stated Principal Balance of all
outstanding 40-Year Mortgage Loans as of the first day of the related Due Period
(after giving effect to Principal Prepayments received during the Prepayment
Period that ends during such Due Period) and (iii) $22,963,821.
Final
Maturity OC Trigger: With respect to any Distribution Date on or after the
Distribution Date in April 2027, the Final Maturity OC Trigger will be in effect
if and for so long as the sum of (x) the amount on deposit in the Final Maturity
Reserve Fund on that Distribution Date (including any Final Maturity Reserve
Deposit made on the Distribution Date) and (y) the Overcollateralized Amount
for
that Distribution Date (calculated after giving effect to all distributions
to
be made prior to the time of determination) is less than the outstanding Stated
Principal Balance of all 40-Year Mortgage Loans as of the Due Date occurring
in
the month of that Distribution Date (after giving effect to Principal
Prepayments received during the Prepayment Period ending in the same month
as
the Distribution Date).
Final
Maturity Required Deposit Trigger: With respect to any
Distribution Date on or after the Distribution Date in April 2017 up to and
including the Distribution Date in March 2037, the Final Maturity Required
Deposit Trigger shall be in effect with respect to such Distribution Date if
the
aggregate Stated Principal Balance of the 40-Year Mortgage Loans as of the
Due
Date occurring in the month preceding the month of that Distribution Date (after
giving effect to Principal Prepayments in the Prepayment Period related to
that
prior Due Date) is greater than the “40-Year Target” specified on the 40-Year
Target Schedule for such Distribution Date.
Final
Maturity Reserve Deposit: For any Distribution Date on which the
Final Maturity Required Deposit Trigger is not in effect, $0. For any
Distribution Date on which the Final Maturity Required Deposit Trigger is in
effect, an amount equal to the lesser of (a) one-twelfth of the product of
(i)
0.80% and (ii) the aggregate Stated Principal Balance of the 40-Year Mortgage
Loans as of the Due Date occurring in the month preceding the month of that
Distribution Date (after giving effect to Principal Prepayments in the
Prepayment Period related to that prior Due Date) and (b) the excess of (i)
the
Final Maturity Funding Cap for such Distribution Date over (ii) the amount
on
deposit in the Final Maturity Reserve Fund immediately prior to such
Distribution Date.
20
Final
Maturity Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 4.10 in the name of
the
Trustee for the benefit of the Certificateholders and designated “The Bank of
New York in trust for registered Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2007-5”. Funds in the Final Maturity Reserve
Fund shall be held in trust by the Final Maturity Reserve Trustee for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Final
Maturity Reserve Trust: The trust fund established by Section
4.10.
Final
Maturity Reserve Trustee: The Bank of New York, a New York
banking corporation, not in its individual capacity, but solely in its capacity
as final maturity reserve trustee for the benefit of the Holders of the
Certificates 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 final maturity reserve trustee as may from time to time be serving
as
successor final maturity reserve trustee hereunder.
Five-Year
Hybrid Mortgage Loan: A Mortgage Loan having a Mortgage Rate that
is fixed for 60 months after origination thereof before such Mortgage Rate
becomes subject to adjustment.
Form
10-D Disclosure Item: With respect to any Person, any material
litigation or governmental proceedings pending against such Person, or against
any of the Trust Fund, the Depositor, the Trustee, any co-trustee, the Master
Servicer or any Subservicer, if such Person has actual knowledge
thereof.
Form
10-K Disclosure Item: With respect to any Person, (a) Form 10-D
Disclosure Item, and (b) any affiliations or relationships between such Person
and any Item 1119 Party.
Xxxxxxx
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) May 24, 2007.
Funding
Period Distribution Date: Each Distribution Date during the
Funding Period and, if the Funding Period ends on or after the Distribution
Date
in a month, the immediately succeeding Distribution Date.
Gross
Margin: The percentage set forth in the related Mortgage Note to
be added to the Index for use in determining the Mortgage Rate for each Mortgage
Loan on each of its Adjustment Dates.
21
Group
1 Mortgage Loans: The group of Mortgage Loans identified in the
related Mortgage Loan Schedule as “Group 1 Mortgage Loans”, including in each
case any Mortgage Loans delivered in replacement thereof.
Group
1 Overcollateralization Reduction Amount: With respect to any Distribution
Date, the Overcollateralization Reduction Amount for such Distribution Date
multiplied by a fraction, the numerator of which is (x) the Principal Remittance
Amount for Loan Group 1 for such Distribution Date, and the denominator of
which
is (y) the aggregate Principal Remittance Amount for Loan Group 1 and Loan
Group
2 for such Distribution Date.
Group
1 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent Mortgage Loans as Group 1 Mortgage Loans
on
the Closing Date, which shall equal $1,131,566.53.
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 Overcollateralization Reduction Amount: With respect to any Distribution
Date, the Overcollateralization Reduction Amount for such Distribution Date
multiplied by a fraction, the numerator of which is the Principal Remittance
Amount for Loan Group 2 for such Distribution Date, and the denominator of
which
is the aggregate Principal Remittance Amount for Loan Group 1 and Loan Group
2
for such Distribution Date.
Group
2 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent Mortgage Loans as Group 2 Mortgage Loans
on
the Closing Date, which shall equal $54,535,020.92.
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,
or, if the Index in the Mortgage Note ceases to be published or becomes
unavailable for any reason, then the Index shall be a new index selected by
the
Master Servicer, based on comparable information and in accordance with the
Mortgage Note and applicable law.
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.
22
Initial
Cut-off Date: In the case of any Initial Mortgage Loan, the later
of (x) March 1, 2007 and (y) the date of origination of such Initial Mortgage
Loan.
Initial
Mortgage Loan: A Mortgage Loan conveyed to the Trustee on the
Closing Date pursuant to this Agreement as identified on the Mortgage Loan
Schedule delivered to the Trustee on the Closing Date.
Initial
Mortgage Rate: As to each 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.
Institutional
Accredited Investor or IAI: An “accredited investor” as defined
in any of paragraphs (1), (2), (3)and (7) of Rule 501(a) under the Securities
Act or any entity in which all of the equity owners come within such
paragraphs.
Insurance
Policy: With respect to any Mortgage Loan included in the Trust
Fund, any insurance policy, including the Mortgage Insurance Policy and all
riders and endorsements to the Mortgage Insurance Policy 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 either prior to or in connection with 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-Bearing
Certificates: The Class A Certificates and the Subordinate
Certificates.
Interest
Carry Forward Amount: With respect to each Class of
Interest-Bearing Certificates and each Distribution Date, the excess of (i)
the
Current Interest for such Class with respect to prior Distribution Dates over
(ii) the amount actually distributed to such Class with respect to interest
on
such prior Distribution Dates.
Interest
Determination Date: With respect to the first Accrual Period for
the Interest-Bearing Certificates, March 28, 2007. With respect to
any Accrual Period for the Interest-Bearing Certificates thereafter, the second
LIBOR Business Day preceding the commencement of such Accrual
Period.
23
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, plus the Adjusted Replacement Upfront Amount, if any, allocable to that
Loan Group, less the Mortgage Insurance Premiums for the Covered Mortgage Loans
in that Loan Group for such Distribution Date.
Interest
Remittance Amount: With respect to the Mortgage Loans in each
Loan Group and any Distribution 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
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),
(vi) in the case of the first Distribution Date, any Seller Interest Shortfall
Payments with respect to the Initial Mortgage Loans in such Loan Group, and
in
the case of each Distribution Date occurring in a calendar month following
any
Subsequent Transfer Date, any Seller Interest Shortfall Payments for the
Subsequent Mortgage Loans in such Loan Group conveyed on such Subsequent
Transfer Date, and (vii) in the case of each Funding Period Distribution Date,
the portion of the Capitalized Interest Requirement for such Distribution Date
allocable to such Loan Group, if any, 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).
ISDA
Master Agreement: The 1992 ISDA Master Agreement (Multicurrency –
Cross Border), including the Schedule and Credit Support Annex thereto,
dated
March 30, 2007, 2007, between the Swap Counterparty, the Swap Contract
Administrator and the Corridor Contract Administrator.
Item
1119 Party: The Depositor, any Seller, the Master Servicer, the
Trustee, any Subservicer, any originator identified in the Prospectus
Supplement, the Corridor Contract Counterparty, the Swap Counterparty and any
other material transaction party, as identified in Exhibit Z hereto, as updated
pursuant to Section 11.04.
Latest
Possible Maturity Date: The Distribution Date following the third
anniversary of the scheduled maturity date of the Mortgage Loan having the
latest scheduled maturity date as of the Cut-off Date.
LIBOR
Business Day: Any day on which banks in the City of London,
England and New York City, U.S.A. are open and conducting transactions in
foreign currency and exchange.
Limited
Exchange Act Reporting Obligations: The obligations of the Master
Servicer under Section 3.17(b), Section 6.02 and Section 6.04 with respect
to
notice and information to be provided to the Depositor and Article XI (except
Section 11.07(a)(1) and (2)).
24
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 (other than the amount of such net proceeds representing any profit
realized by the Master Servicer in connection with the disposition of any such
properties), less the sum of related unreimbursed Advances, Servicing Fees
and
Servicing Advances.
Loan
Group: Either of Loan Group 1 or Loan Group 2.
Loan
Group 1: The Group 1 Mortgage Loans.
Loan
Group 2: The Group 2 Mortgage Loans.
Loan-to-Value
Ratio: As to any Mortgage Loan, the fraction, expressed as a
percentage, the numerator of which is the original principal balance of such
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.
Master
REMIC: As defined in the Preliminary Statement.
Master
Servicer: Countrywide Home Loans Servicing LP, a Texas limited
partnership, and its successors and assigns, in its capacity as master servicer
hereunder.
Master
Servicer Advance Date: As to any Distribution Date, the Business
Day immediately preceding such Distribution Date.
Master
Servicer Prepayment Charge Payment Amount: The amounts (i)
payable by the Master Servicer in respect of any Prepayment Charges waived
other
than in accordance with the standard set forth in the first sentence of Section
3.20(a), 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).
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.
25
MERS
Mortgage Loan: Any Mortgage Loan registered with MERS on the
MERS® System.
MERS®
System: The system of recording transfers of mortgages
electronically maintained by MERS.
MIN: The
Mortgage Identification Number for any MERS Mortgage Loan.
Minimum
Auction Amount: With respect to any auction of the Mortgage Loans
and any REO Properties pursuant to Section 9.04, the sum of (i) the Termination
Price that would be payable by the NIM Insurer if the Optional Termination
were
exercised in the following calendar month pursuant to Section 9.01 and (ii)
all
reasonable fees and expenses incurred by the Trustee in connection with any
auction conducted pursuant to Section 9.04.
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).
MOM
Loan: Any Mortgage Loan, as to which MERS is acting as mortgagee,
solely as nominee for the originator of such Mortgage Loan and its successors
and assigns.
Monthly
Statement: The statement delivered to the Certificateholders
pursuant to Section 4.05.
Moody’s: Xxxxx’x
Investors Service, Inc. and its successors.
Mortgage: The
mortgage, deed of trust or other instrument creating a first lien on or first
priority ownership interest in an estate in fee simple in real property securing
a Mortgage Note.
Mortgage
File: The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan and any additional documents delivered
to the Trustee to be added to the Mortgage File pursuant to this
Agreement.
Mortgage
Insurance Policy: The Mortgage Insurance Policy issued by United
Guaranty Mortgage Indemnity Company with respect to certain Mortgage Loans
identified in the Mortgage Loan Schedule.
Mortgage
Insurance Premium: The premium payable on the Mortgage Insurance
Policy issued by United Guaranty Mortgage Indemnity Company on each Distribution
Date and amounts due for premium taxes with respect to West Virginia, Kentucky
or other applicable state taxes relating to such premium.
Mortgage
Insurance Premium Rate: With respect to a Covered Mortgage Loan, the per
annum rate set forth for such Covered Mortgage Loan on the Mortgage Loan
Schedule.
26
Mortgage
Insurer: United Guaranty Mortgage Indemnity Company or any
replacement Mortgage Insurer, as applicable.
Mortgage
Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Master Servicer to reflect the deletion of Liquidated Mortgage
Loans and Deleted Mortgage Loans and the addition of (x) Replacement Mortgage
Loans pursuant to the provisions of this Agreement and (y) Subsequent Mortgage
Loans pursuant to the provisions of this Agreement and any Subsequent Transfer
Agreement) transferred to the Trustee as part of the Trust Fund and from time
to
time subject to this Agreement, attached hereto as Exhibit F-1, setting forth
in
the following information with respect to each Mortgage Loan:
|
|
(i)
|
the
loan number;
|
|
|
(ii)
|
the
Loan Group;
|
|
|
(iii)
|
the
Appraised Value;
|
|
|
(iv)
|
the
Initial Mortgage Rate;
|
|
|
(v)
|
the
maturity date;
|
|
|
(vi)
|
the
original principal balance;
|
|
|
(vii)
|
the
Cut-off Date Principal Balance;
|
|
|
(viii)
|
the
first payment date of the Mortgage
Loan;
|
|
|
(ix)
|
the
Scheduled Payment in effect as of the Cut-off
Date;
|
|
|
(x)
|
the
Loan-to-Value Ratio at origination;
|
|
|
(xi)
|
a
code indicating whether the residential dwelling at the time of
origination was represented to be
owner-occupied;
|
|
|
(xii)
|
a
code indicating whether the residential dwelling is either (a) a
detached
single-family dwelling, (b) a two-family residential property, (c)
a
three-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)
|
the
purpose of the Mortgage Loan;
|
|
|
(xv)
|
with
respect to each Mortgage Loan:
|
(a) the
frequency of each Adjustment Date;
27
(b) the
next Adjustment Date;
(c) the
Maximum Mortgage Rate;
(d) the
Minimum Mortgage Rate;
(e) the
Mortgage Rate as of the Cut-off Date;
(f) the
related Initial Periodic Rate Cap and Subsequent Periodic Rate Cap;
and
(g) the
Gross Margin;
|
|
(xvi)
|
a
code indicating whether the Mortgage Loan is a CHL Mortgage Loan,
a Park
Monaco Mortgage Loan or a Park Sienna Mortgage
Loan;
|
|
|
(xvii)
|
the
premium rate for any lender-paid mortgage insurance, if
applicable;
|
|
|
(xviii)
|
[Reserved];
|
|
|
(xix)
|
a
code indicating if such Mortgage Loan is a Covered Mortgage Loan
and the
applicable Mortgage Insurance Premium Rate as set forth in the Mortgage
Insurance Policy; and
|
|
|
(xx)
|
the
Servicing Fee Rate for the Mortgage Loan as of the applicable Cut-off
Date
and, if the Servicing Fee Rate is subject to increase following the
initial Adjustment Date for the Mortgage Loan, the Servicing Fee
Rate for
the Mortgage Loan following the initial Adjustment
Date.
|
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 supplement thereto
delivered pursuant to Section 2.01(f) and all the related Subsequent Mortgage
Loans and Subsequent Mortgage Loan information included therein.
Mortgage
Loans: Such of the 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.
28
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 related Servicing Fee
Rate.
Net
Rate Cap: With respect to any Distribution Date and (i) the Class
1-A Certificates, the Class 1-A Net Rate Cap, (ii) each Class of Class 2-A
Certificates, the Class 2-A Net Rate Cap and (iii) each Class of Subordinate
Certificates, the Subordinate Net Rate Cap.
Net
Rate Carryover: With respect to any Class of Interest-Bearing
Certificates and any Distribution Date, the sum of (A) the excess of (i) the
amount of interest that such Class would otherwise have accrued for such
Distribution Date had the Pass-Through Rate for such Class and the related
Accrual Period not been determined based on the applicable Net Rate Cap, over
(ii) the amount of interest accrued on such Class at the applicable Net Rate
Cap
for such Distribution Date and (B) the Net Rate Carryover for such Class for
all
previous Distribution Dates not previously paid pursuant to Section 4.04,
together with interest thereon at the then-applicable Pass-Through Rate for
such
Class, without giving effect to the applicable Net Rate Cap.
Net
Swap Payment: With respect to any Distribution Date and payment
by the Swap Contract Administrator to the Swap Counterparty, the excess, if
any,
of the “Fixed Amount” (as defined in the Swap Contract) with respect to such
Distribution Date over the “Floating Amount” (as defined in the Swap Contract)
with respect to such Distribution Date. With respect to any
Distribution Date and payment by the Swap Counterparty to the Swap Contract
Administrator, the excess, if any, of the “Floating Amount” (as defined in the
Swap Contract) with respect to such Distribution Date over the “Fixed Amount”
(as defined in the Swap Contract) with respect to such Distribution
Date
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.
29
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: An amount equal to 0.50% of the sum of the aggregate
Cut-off Date Principal Balance of the Initial Mortgage Loans and the 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, (iii) if provided
for
in this Agreement, signed by a Servicing Officer, as the case may be, and
delivered to the Depositor and the Trustee, as the case may be, as required
by
this Agreement, or (iv) in the case of any other Person, signed by an authorized
officer of such Person.
One-Month
LIBOR: With respect to any Accrual Period for the
Interest-Bearing 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 as quoted on the Bloomberg Terminal on such Interest Determination
Date; provided that the parties hereto acknowledge that One-Month LIBOR
calculated for the first Accrual Period for the Interest-Bearing Certificates
shall equal 5.32000% per annum. If such rate is not quoted on
the Bloomberg Terminal (or if such service is no longer offered, such other
service for displaying One-Month LIBOR or comparable rates as may be reasonably
selected by the Trustee), One-Month LIBOR for the applicable Accrual Period
for
the Interest-Bearing 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 Interest-Bearing Certificates.
Opinion
of Counsel: A written opinion of counsel, who may be counsel for
the Depositor or the Master Servicer, reasonably acceptable to each addressee
of
such opinion; provided that with respect to Section 6.04 or 10.01, or the
interpretation or application of the REMIC Provisions, such counsel must (i)
in
fact be independent of the Depositor and the Master Servicer, (ii) not have
any
direct financial interest in the Depositor or the Master Servicer or in any
affiliate of either and (iii) not be connected with the Depositor or the Master
Servicer as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.
30
Optional
Termination: The termination of the Trust Fund pursuant to clause
(a) of the first sentence of Section 9.01.
Optional
Termination Date: The first Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans is less than or equal
to 10% of the sum of the aggregate Cut-off Date Principal Balance of the Initial
Mortgage Loans and the Pre-Funded Amount.
Original
Value: The value of the property underlying a Mortgage Loan
based, in the case of the purchase of the underlying Mortgaged Property, on
the
lower of an appraisal satisfactory to the Master Servicer or the sales price
of
such property or, in the case of a refinancing, on an appraisal satisfactory
to
the Master Servicer.
OTS: The
Office of Thrift Supervision.
Outstanding: With
respect to the Certificates as of any date of determination, all Certificates
theretofore executed and authenticated under this Agreement except:
(i) Certificates
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation; and
(ii) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Trustee pursuant to this Agreement.
Outstanding
Mortgage Loan: As of any Distribution Date, a Mortgage Loan with
a Stated Principal Balance greater than zero that was not the subject of a
Principal Prepayment in full, and that did not become a Liquidated Mortgage
Loan, prior to the end of the related Prepayment Period.
Overcollateralization
Deficiency Amount: With respect to any Distribution Date, the
amount, if any, by which the Overcollateralization Target Amount exceeds the
Overcollateralized Amount on such Distribution Date (after giving effect to
distribution of the Principal Distribution Amount (other than the portion
thereof consisting of the Extra Principal Distribution Amount) on such
Distribution Date).
Overcollateralization
Reduction Amount: With respect to any Distribution Date, an amount equal to
the lesser of (i) the Excess Overcollateralization Amount for such Distribution
Date and (ii) the aggregate Principal Remittance Amount for Loan Group 1 and
Loan Group 2 for such Distribution Date.
Overcollateralization
Target Amount: With respect to any Distribution Date (a) prior to
the Stepdown Date, an amount equal to 4.20% of the sum of the aggregate Cut-off
Date Principal Balance of the Initial Mortgage Loans and the Pre-Funded Amount
and (b) on or after the Stepdown Date, the greater of (i) an amount equal to
8.40% of the aggregate Stated Principal Balance of the Mortgage Loans for the
current Distribution Date and (ii) the OC Floor; provided, however, 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.
31
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 amount on deposit in the
Pre-Funding Account exceeds (y) the aggregate Certificate Principal Balance
of
the Interest-Bearing Certificates as of such Distribution Date (after giving
effect to distribution of the Principal Remittance Amounts to be made on such
Distribution Date and, in the case of the Distribution Date immediately
following the end of the Funding Period, any amounts to be released from the
Pre-Funding Account).
Ownership
Interest: As to any Certificate, any ownership interest in such
Certificate including any interest in such Certificate as the Holder thereof
and
any other interest therein, whether direct or indirect, legal or
beneficial.
Park
Monaco: Park Monaco Inc., a Delaware corporation, and its
successors and assigns.
Park
Monaco Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule for which Park Monaco is the applicable
Seller.
Park
Sienna: Park Sienna LLC, a Delaware limited liability company,
and its successors and assigns.
Park
Sienna Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule for which Park Sienna is the applicable
Seller.
Pass-Through
Margin: With respect to any Accrual Period and Class of
Interest-Bearing Certificates, the per annum rate indicated in the following
table:
|
Class
|
Pass-Through
Margin (1)
|
Pass-Through
Margin (2)
|
|
Class
1-A
|
0.200%
|
0.400%
|
|
Class
2-A-1
|
0.100%
|
0.200%
|
|
Class
2-A-2
|
0.170%
|
0.340%
|
|
Class
2-A-3
|
0.220%
|
0.440%
|
|
Class
2-A-4
|
0.320%
|
0.640%
|
|
Class
M-1
|
0.420%
|
0.630%
|
|
Class
M-2
|
0.480%
|
0.720%
|
|
Class
M-3
|
0.660%
|
0.990%
|
|
Class
M-4
|
1.150%
|
1.725%
|
|
Class
M-5
|
1.300%
|
1.950%
|
|
Class
M-6
|
1.700%
|
2.550%
|
|
Class
M-7
|
2.000%
|
3.000%
|
|
Class
M-8
|
2.000%
|
3.000%
|
32
|
(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.
|
Pass-Through
Rate: With respect to any Accrual Period and each Class of
Interest-Bearing Certificates the lesser of (x) One-Month LIBOR for such Accrual
Period plus the Pass-Through 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 Interest-Bearing Certificate, a
fraction, expressed as a percentage, the numerator of which is the Certificate
Principal Balance represented by such Certificate and the denominator of which
is the aggregate Certificate Principal Balance of the related
Class. With respect to the Class C, Class P and Class A-R
Certificates, the portion of the Class evidenced thereby, expressed as a
percentage, as stated on the face of such Certificate.
Performance
Certification: As defined in Section 11.05.
Permitted
Investments: At any time, any one or more of the following
obligations and securities:
(i) obligations
of the United States or any agency thereof, provided such obligations are backed
by the full faith and credit of the United States;
(ii) general
obligations of or obligations guaranteed by any state of the United States
or
the District of Columbia receiving the highest long-term debt rating of each
Rating Agency, or such lower rating as each Rating Agency has confirmed in
writing is sufficient for the ratings originally assigned to the Certificates
by
such Rating Agency;
(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 Xxxxx’x 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;
33
(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 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.
34
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.
Plan: An
“employee benefit plan” as defined in section 3(3)of ERISA that is subject to
Title I of ERISA, a “plan” as defined in section 4975 of the Code that is
subject to section 4975 of the Code, or any Person investing on behalf of or
with plan assets (as defined in 29 CFR §2510.3-101 or otherwise under ERISA) of
such an employee benefit plan or plan.
Pool
Tax Cap: As defined in the Preliminary Statement.
Pool
Stated Principal Balance: The aggregate of the Stated Principal
Balances of the Mortgage Loans which were Outstanding Mortgage
Loans.
35
Pre-Funded
Amount: The amount deposited in the Pre-Funding Account on the
Closing Date, which shall equal $55,666,587.45.
Pre-Funding
Account: The separate Eligible Account created and maintained by
the Trustee pursuant to Section 3.05 in the name of the Trustee for the benefit
of the Certificateholders and designated “The Bank of New York, in trust for
registered holders of CWABS, Inc., Asset-Backed Certificates, Series
2007-5.” Funds in the Pre-Funding Account shall be held in trust for
the Certificateholders for the uses and purposes set forth in this Agreement
and
shall not be a part of any REMIC created hereunder, provided, however, that
any
investment income earned from Permitted Investments made with funds in the
Pre-Funding Account will be for the account of CHL.
Prepayment
Assumption: The applicable rate of prepayment, as described in
the Prospectus Supplement relating to the Certificates.
Prepayment
Charge: With respect to any Mortgage Loan, the charges or
premiums, if any, due in connection with a full or partial prepayment of such
Mortgage Loan within the related Prepayment Charge Period in accordance with
the
terms thereof (other than any Master Servicer Prepayment Charge Payment
Amount).
Prepayment
Charge Period: With respect to any Mortgage Loan, the period of
time during which a Prepayment Charge may be imposed.
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.
36
Prepayment
Interest Excess: With respect to any Distribution Date, for each
Mortgage Loan that was the subject of a Principal Prepayment during the period
from the related Due Date to the end of the related Prepayment Period, any
payment of interest received in connection therewith (net of any applicable
Servicing Fee) representing interest accrued for any portion of such month
of
receipt.
Prepayment
Interest Shortfall: With respect to any Distribution Date, for
each Mortgage Loan that was the subject of a partial Principal Prepayment or
a
Principal Prepayment in full during the period from the beginning of the related
Prepayment Period to the Due Date in such Prepayment Period (other than a
Principal Prepayment in full resulting from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 2.04, 3.12 or 9.01 hereof) and for each Mortgage
Loan that became a Liquidated Mortgage Loan during the related Due Period,
the
amount, if any, by which (i) one month’s interest at the applicable Net Mortgage
Rate on the Stated Principal Balance of such Mortgage Loan immediately prior
to
such prepayment (or liquidation) or in the case of a partial Principal
Prepayment on the amount of such prepayment (or Liquidation Proceeds) exceeds
(ii) the amount of interest paid or collected in connection with such Principal
Prepayment or such Liquidation Proceeds.
Prepayment
Period: As to any Distribution Date and related Due Date, the
period beginning with the opening of business on the sixteenth day of the
calendar month preceding the month in which such Distribution Date occurs (or,
with respect to the first Distribution Date, the period beginning with the
opening of business on March 2, 2007) 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 less any portion of such amount used to cover any
payment due to the Swap Counterparty with respect to such Distribution Date
pursuant to Section 4.09, (ii) the Extra Principal Distribution Amount for
such
Loan Group for such Distribution Date, and (iii) with respect to the
Distribution Date immediately following the end of the Funding Period, the
amount, if any, remaining in the Pre-Funding Account at the end of the Funding
Period (net of any investment income therefrom) allocable to such Loan Group,
minus (iv) (a) the amount of any Group 1 Overcollateralization Reduction Amount,
in the case of Loan Group 1 and (b) the amount of any Group 2
Overcollateralization Reduction Amount, in the case of Loan Group
2.
Principal
Prepayment: Any Mortgagor payment or other recovery of (or
proceeds with respect to) principal on a Mortgage Loan (including loans
purchased or repurchased under Sections 2.02, 2.03, 2.04, 3.12 and 9.01 hereof)
that is received in advance of its scheduled Due Date to the extent it is not
accompanied by an amount as to interest representing scheduled interest due
on
any date or dates in any month or months subsequent to the month of
prepayment. Partial Principal Prepayments shall be applied by the
Master Servicer in accordance with the terms of the related Mortgage
Note.
37
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 and reimbursed during the related Due Period, in each
case with respect to such Loan Group.
Principal
Reserve Fund: The separate Eligible Account created and initially
maintained by the Trustee pursuant to Section 3.08 in the name of the Trustee
for the benefit of the Certificateholders and designated “The Bank of New York
in trust for registered Holders of CWABS, Inc., Asset-Backed Certificates,
Series 2007-5”. 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 November 27, 2006, relating to asset-backed securities to
be
sold by the Depositor.
Prospectus
Supplement: The prospectus supplement dated March 29, 2007,
relating to the public offering of the certain Classes of Certificates offered
thereby.
PTCE
95-60: As defined in Section 5.02(b).
PUD: A
Planned Unit Development.
Purchase
Price: With respect to any Mortgage Loan (x) required to be (1)
repurchased by a Seller or purchased by the Master Servicer, as applicable,
pursuant to Section 2.02, 2.03 or 3.12 hereof or (2) repurchased by the
Depositor pursuant to Section 2.04 hereof, or (y) that the Master Servicer
has a
right to purchase pursuant to Section 3.12 hereof, an amount equal to the sum
of
(i) 100% of the unpaid principal balance (or, if such purchase 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 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 is effected by the Master Servicer, the date
through which interest was last advanced and not reimbursed by the Master
Servicer) to (b) the Due Date in the month in which the Purchase Price is to
be
distributed to Certificateholders and (iii) any costs, expenses and damages
incurred by the Trust Fund resulting from any violation of any predatory or
abusive lending law in connection with such Mortgage Loan.
38
Qualified
Bidder: With respect to any auction pursuant to Section 9.04, any
institution that is a regular purchaser and/or seller in the secondary market
of
residential mortgage loans as determined by the Trustee (or any advisor on
its
behalf), in its sole discretion, and any holder of an interest in the Class
C
Certificates; provided, however, that neither CHL nor any of its affiliates
shall constitute a Qualified Bidder.
Qualified
Institutional Buyer or QIB: A “qualified institutional
buyer” within the meaning of Rule 144A.
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, identified as a “Rating Agency” in the Underwriter’s Exemption and
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.
Record
Date: With respect to any Distribution Date and the
Interest-Bearing Certificates, the Business Day immediately preceding such
Distribution Date, or if any such Certificates are no longer Book-Entry
Certificates, the Record Date with respect to such Certificates shall be the
last Business Day of the month preceding the month of such Distribution
Date. With respect to any Distribution Date and the Class A-R, Class
C and Class P Certificates, the last Business Day of the month preceding the
month of such 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 Interest-Bearing
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 Interest-Bearing Certificates on such Interest Determination
Date.
39
Reference
Banks: Barclays Bank PLC, Deutsche Bank and NatWest, N.A.,
provided that if any of the foregoing banks are not suitable to serve as a
Reference Bank, then any leading banks selected by the Trustee which are engaged
in transactions in Eurodollar deposits in the international Eurocurrency market
(i) with an established place of business in London, England, (ii) not
controlling, under the control of or under common control with the Depositor,
CHL or the Master Servicer and (iii) which have been designated as such by
the
Trustee.
Refinancing
Mortgage Loan: Any Mortgage Loan originated in connection with
the refinancing of an existing mortgage loan.
Regular
Certificate: Any Certificate other than the Class A-R
Certificates.
Regulation
AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB),
17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and
subject to such clarification and interpretation as have been provided by the
Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff
of the Commission, or as may be provided by the Commission or its staff from
time to time and publicly available.
Relief
Act: The Servicemembers Civil Relief Act.
REMIC
Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits which appear at section 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations and rulings promulgated thereunder, as the foregoing may be in
effect from time to time.
Remittance
Report: A report prepared by the Master Servicer and delivered to
the Trustee and the NIM Insurer in accordance with Section 4.04.
REO
Property: A Mortgaged Property acquired by the Master Servicer
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Replacement
Mortgage Loan: A Mortgage Loan substituted by a Seller for a
Deleted Mortgage Loan which must, on the date of such substitution, as confirmed
in a Request for File Release, (i) have a Stated Principal Balance, after
deduction of the principal portion of the Scheduled Payment due in the month
of
substitution, not in excess of, and not less than 90% of the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) (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; (x) be
covered by the Mortgage Insurance Policy if the Deleted Mortgage Loan was
covered by the Mortgage Insurance Policy and (xi) comply with each
representation and warranty set forth in Section 2.03 as of the date of
substitution; provided, however, that notwithstanding the foregoing, to the
extent that compliance with clause (xi) of this definition would cause a
proposed Replacement Mortgage Loan to fail to comply with one or more of clauses
(i), (ii), (iv), (viii) and/or (ix) of this definition, then such proposed
Replacement Mortgage Loan must comply with clause (xi) 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 (xi).
40
Reportable
Event: Any event required to be reported on Form 8-K, and in any
event, the following:
(a) entry
into a definitive agreement related to the Trust Fund, the Certificates or
the
Mortgage Loans, or an amendment to a Transaction Document, even if the Depositor
is not a party to such agreement (e.g., a servicing agreement with a servicer
contemplated by Item 1108(a)(3)of Regulation AB);
(b) termination
of a Transaction Document (other than by expiration of the agreement on its
stated termination date or as a result of all parties completing their
obligations under such agreement), even if the Depositor is not a party to
such
agreement (e.g., a servicing agreement with a servicer contemplated by Item
1108(a)(3)of Regulation AB);
(c) with
respect to the Master Servicer only, if the Master Servicer becomes aware of
any
bankruptcy or receivership with respect to CHL, the Depositor, the Master
Servicer, any Subservicer, the Trustee, the Corridor Contract Counterparty,
the
Swap Counterparty, any enhancement or support provider contemplated by Items
1114(b) or 1115 of Regulation AB, or any other material party contemplated
by
Item 1101(d)(1) of Regulation AB;
(d) with
respect to the Trustee, the Master Servicer and the Depositor only, the
occurrence of an early amortization, performance trigger or other event,
including an Event of Default under this Agreement;
(e) any
amendment to this Agreement;
41
(f) the
resignation, removal, replacement, substitution of the Master Servicer, any
Subservicer, the Trustee or any co-trustee;
(g) with
respect to the Master Servicer only, if the Master Servicer becomes aware that
(i) any material enhancement or support specified in Item 1114(a)(1) through
(3)of Regulation AB or Item 1115 of Regulation AB that was previously applicable
regarding one or more classes of the Certificates has terminated other than
by
expiration of the contract on its stated termination date or as a result of
all
parties completing their obligations under such agreement; (ii) any material
enhancement specified in Item 1114(a)(1) through (3)of Regulation AB or Item
1115 of Regulation AB has been added with respect to one or more classes of
the
Certificates; or (iii) any existing material enhancement or support specified
in
Item 1114(a)(1) through (3)of Regulation AB or Item 1115 of Regulation AB with
respect to one or more classes of the Certificates has been materially amended
or modified; and
(h) with
respect to the Trustee, the Master Servicer and the Depositor only, a required
distribution to Holders of the Certificates is not made as of the required
Distribution Date under this Agreement.
Reporting
Subcontractor: With respect to the Master Servicer or the
Trustee, any Subcontractor determined by such Person pursuant to Section
11.08(b) to be “participating in the servicing function” within the meaning of
Item 1122 of Regulation AB. References to a Reporting Subcontractor
shall refer only to the Subcontractor of such Person and shall not refer to
Subcontractors generally.
Representing
Party: As defined in Section 2.03(e).
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) $1,000 over (ii) the amount of funds
on deposit in the Carryover Reserve Fund after all other deposits and
withdrawals from such account on such Distribution Date.
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, including the Mortgage Insurance Policy with respect to a Covered
Mortgage Loan.
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.
42
Rolling
Sixty-Day Delinquency Rate: With respect to any Distribution Date
on or after the Stepdown Date and any Loan Group or Loan Groups, the average
of
the Sixty-Day Delinquency Rates for such Loan Group or Loan Groups and such
Distribution Date and the two immediately preceding Distribution
Dates.
Rule
144A: Rule 144A under the Securities Act.
Rule
144A Letter: As defined in Section 5.02(b).
S&P: Standard
& Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. and
its successors.
Xxxxxxxx-Xxxxx
Certification: As defined in Section 11.05.
Scheduled
Payment: With respect to any Mortgage Loan, the scheduled monthly
payment of principal and/or interest due on any Due Date on such Mortgage Loan
which is payable by the related Mortgagor from time to time under the related
Mortgage Note, determined: (a) after giving effect to (i) any Deficient
Valuation and/or Debt Service Reduction with respect to such Mortgage Loan
and
(ii) any reduction in the amount of interest collectible from the related
Mortgagor pursuant to the Relief Act or any similar state or local law; (b)
without giving effect to any extension granted or agreed to by the Master
Servicer pursuant to Section 3.05(a); and (c) on the assumption that all other
amounts, if any, due under such Mortgage Loan are paid when due.
Securities
Act: The Securities Act of 1933, as amended.
Seller
Interest Shortfall Payment: With respect to any Initial Mortgage
Loan that does not have a first payment date on or before the Due Date in the
month of the first Distribution Date or any Subsequent Mortgage Loan that does
not have a first payment date on or before the Due Date in the month immediately
following the related Subsequent Transfer Date, an amount equal to one month’s
interest at the related Adjusted Mortgage Rate on the Cut-off Date Principal
Balance of that Mortgage Loan.
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.
Senior
Certificates: The Class 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.
43
Servicing
Advances: All customary, reasonable and necessary “out of pocket”
costs and expenses incurred in the performance by the Master Servicer of
its
servicing obligations hereunder, including, but not limited to, the cost of
(i)
the preservation, restoration and protection of a Mortgaged Property, (ii)
any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Section 3.10.
Servicing
Criteria: The “servicing criteria” set forth in Item 1122(d) of
Regulation AB.
Servicing
Fee: As to each Mortgage Loan and any Distribution Date, an
amount equal to one month’s interest at the related 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 related 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, the per annum rate
set forth on the Mortgage Loan Schedule for such Mortgage Loan.
Servicing
Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and facsimile signature appear on a list of servicing officers furnished
to
the Trustee by the Master Servicer on the Closing Date pursuant to this
Agreement, as such list may from time to time be amended.
Sixty-Day
Delinquency Rate: With respect to any Distribution Date on or
after the Stepdown Date, a fraction, expressed as a percentage, the numerator
of
which is the aggregate Stated Principal Balance for such Distribution Date
of
all Mortgage Loans 60 or more days delinquent as of the close of business on
the
last day of the calendar month preceding such Distribution Date (including
Mortgage Loans in foreclosure, bankruptcy and REO Properties) and the
denominator of which is the aggregate Stated Principal Balance for such
Distribution Date of all Mortgage Loans.
Stated
Principal Balance: With respect to any Mortgage Loan or related
REO Property (i) as of the Cut-off Date, the unpaid principal balance of the
Mortgage Loan as of such date (before any adjustment to the amortization
schedule for any moratorium or similar waiver or grace period), after giving
effect to any partial prepayments or Liquidation Proceeds received prior to
such
date and to the payment of principal due on or prior to such date and
irrespective any delinquency in payment by the related Mortgagor, and (ii)
as of
any other Distribution Date, the Stated Principal Balance of the Mortgage Loan
as of its Cut-off Date, minus the sum of (a) the principal portion of the
Scheduled Payments (x) due with respect to such Mortgage Loan during each Due
Period ending prior to such Distribution Date and (y) that were received by
the
Master Servicer as of the close of business on the Determination Date related
to
such Distribution Date or with respect to which Advances were made as of the
Master Servicer Advance Date related to such Distribution Date, (b) all
Principal Prepayments with respect to such Mortgage Loan received by the Master
Servicer during each Prepayment Period ending prior to such Distribution Date,
(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
and (d) any Realized Loss previously incurred in connection with a Deficient
Valuation. 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.
44
Stepdown
Date: The earlier to occur of (a) the Distribution Date following
the Distribution Date on which the aggregate Certificate Principal Balance
of
the Senior Certificates is reduced to zero, and (b) the later to occur of (x)
the Distribution Date in April 2010 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 55.20% of the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date.
Stepdown
Target Subordination Percentage: For each Class of Subordinate
Certificates, the respective percentage indicated in the following
table:
|
Stepdown
Target Subordination Percentage
|
|
|
Class
M-1
|
35.20%
|
|
Class
M-2
|
25.90%
|
|
Class
M-3
|
22.90%
|
|
Class
M-4
|
18.90%
|
|
Class
M-5
|
15.60%
|
|
Class
M-6
|
13.30%
|
|
Class
M-7
|
10.80%
|
|
Class
M-8
|
8.40%
|
Strip
REMIC: As defined in the Preliminary Statement.
Strip
REMIC Cap: As defined in the Preliminary Statement.
Subcontractor: Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing (as “servicing” is commonly understood by participants in the
mortgage-backed securities market) of Mortgage Loans but performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with respect
to
the Mortgage Loans under the direction or authority of the Master Servicer
or a
Subservicer or the Trustee, as the case may be.
45
Subordinate
Certificates: The Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7 and Class M-8 Certificates.
Subordinate
Class Principal Distribution Amount: With respect to any
Distribution Date and any Class of Subordinate Certificates, the excess of
(1)
the sum of (a) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account distribution of the Class 1-A Principal
Distribution Amount and the Class 2-A Principal Distribution Amount for such
Distribution Date), (b) the aggregate Certificate Principal Balance of any
Classes 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 for such Distribution
Date and (b) the aggregate Stated Principal Balance of the Mortgage Loans 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 for Loan Group 1 and Loan
Group 2 until the Certificate Principal Balance thereof is reduced to
zero.
Subordinate
Corridor Contract: With respect to the Subordinate Certificates,
the transaction evidenced by the related Confirmation (as assigned to the
Corridor Contract Administrator pursuant to the Corridor Contract Assignment
Agreement), a form of which is attached hereto as Exhibit Q-3.
Subordinate
Net Rate Cap: With respect to any Distribution Date and each
Class of Subordinate Certificates, the weighted average of the Class 1-A Net
Rate Cap and the Class 2-A Net Rate Cap for such Distribution Date, weighted
on
the basis of the excess (if any) of the sum of the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group as of the first day
of
the related Due Period (after giving effect to Principal Prepayments received
during the Prepayment Period that ends during such Due Period) and the amount
on
deposit in the Pre-Funding Account in respect of that Loan Group as of the
first
day of such Due Period over the aggregate Certificate Principal Balance of
the
related Senior Certificates immediately prior to such Distribution
Date.
Subsequent
Certificate Account Deposit: With respect to any Subsequent
Transfer Date, an amount equal to the aggregate of all amounts in respect of
(i)
principal of the related Subsequent Mortgage Loans due after the related
Subsequent Cut-off Date and received by the Master Servicer on or before such
Subsequent Transfer Date and not applied in computing the Cut-off Date Principal
Balance thereof and (ii) interest on such Subsequent Mortgage Loans due after
such Subsequent Cut-off Date and received by the Master Servicer on or before
the Subsequent Transfer Date.
Subsequent
Cut-off Date: In the case of any Subsequent Mortgage Loan, the
later of (x) the first day of the month of the related Subsequent Transfer
Date
and (y) the date of origination of such Subsequent Mortgage Loan.
46
Subsequent
Mortgage Loan: Any Mortgage Loan conveyed to the Trustee on a
Subsequent Transfer Date, and listed on the related supplement to the Mortgage
Loan Schedule delivered pursuant to Section 2.01(f). When used with
respect to a single Subsequent Transfer Date, “Subsequent Mortgage Loan”
shall mean a Subsequent Mortgage Loan conveyed to the Trustee on such
Subsequent
Transfer Date.
Subsequent
Periodic Rate Cap: With respect to each Mortgage Loan, the
percentage specified in the related Mortgage Note that limits permissible
increases and decreases in the Mortgage Rate on any Adjustment Date (other
than
the initial Adjustment Date).
Subsequent
Recoveries: As to any Distribution Date, with respect to a
Liquidated Mortgage Loan that resulted in a Realized Loss in a prior calendar
month, unexpected amounts received by the Master Servicer (net of any related
expenses permitted to be reimbursed pursuant to Section 3.08 and 3.12)
specifically related to such Liquidated Mortgage Loan after the classification
of such Mortgage Loan as a Liquidated Mortgage Loan.
Subsequent
Transfer Agreement: A Subsequent Transfer Agreement substantially
in the form of Exhibit P hereto, executed and delivered by the Sellers, the
Depositor and the Trustee as provided in Section 2.01(d).
Subsequent
Transfer Date: For any Subsequent Transfer Agreement, the
“Subsequent Transfer Date” identified in such Subsequent Transfer Agreement;
provided, however, the Subsequent Transfer Date for any Subsequent Transfer
Agreement must be a Business Day and may not be a date earlier than the date
on
which the Subsequent Transfer Agreement is executed and delivered by the parties
thereto pursuant to Section 2.01(d).
Subsequent
Transfer Date Purchase Amount: With respect to any Subsequent
Transfer Date, the “Subsequent Transfer Date Purchase Amount” identified in the
related Subsequent Transfer Agreement which shall be an estimate of the
aggregate Stated Principal Balances of the Subsequent Mortgage Loans identified
in such Subsequent Transfer Agreement.
Subsequent
Transfer Date Transfer Amount: With respect to any Subsequent
Transfer Date, an amount equal to the lesser of (i) the aggregate Stated
Principal Balances as of the related Subsequent Cut-off Dates of the Subsequent
Mortgage Loans conveyed on such Subsequent Transfer Date, as listed on the
related supplement to the Mortgage Loan Schedule delivered pursuant to Section
2.01(f) and (ii) the amount on deposit in the Pre-Funding Account.
Subservicer: As
defined in Section 3.02(a).
Subservicing
Agreement: As defined in Section 3.02(a).
Substitution
Adjustment Amount: The meaning ascribed to such term pursuant to
Section 2.03(e).
Substitution
Amount: With respect to any Mortgage Loan substituted pursuant to
Section 2.03(e), 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.
47
Successful
Auction: An auction held pursuant to Section 9.04 at which at
least three Qualified Bidders submitted bids and at least one of those bids
was
an Acceptable Bid Amount.
Swap
Account: The separate Eligible Account created and initially
maintained by the Swap Trustee pursuant to Section 4.09.
Swap
Contract: The transaction evidenced by the Confirmation (as
assigned to the Swap Contract Administrator pursuant to the Swap Contract
Assignment Agreement), a form of which is attached hereto as Exhibit
U.
Swap
Contract Administration Agreement: The swap contract
administration agreement dated as of the Closing Date among CHL, the Trustee
and
the Swap Contract Administrator, a form of which is attached hereto as Exhibit
V-2.
Swap
Contract Administrator: The Bank of New York, in its capacity as
swap contract administrator under the Swap Contract Administration Agreement
and
its successors and assigns.
Swap
Contract Assignment Agreement: The Assignment Agreement dated as
of the Closing Date among CHL, the Swap Contract Administrator and the Swap
Counterparty, a form of which is attached hereto as Exhibit V-1.
Swap
Contract Termination Date: The Distribution Date in May
2011.
Swap
Counterparty: Deutsche Bank AG, New York Branch and its
successors.
Swap
Counterparty Trigger Event: Either (i) an “Event of Default”
under the ISDA Master Agreement with respect to which the Swap Counterparty
is
the sole “Defaulting Party” (as defined in the ISDA Master Agreement) or (ii) a
“Termination Event” (other than an Illegality or a Tax Event (as such terms are
defined in the ISDA Master Agreement)) or “Additional Termination Event” under
the ISDA Master Agreement with respect to which the Swap Counterparty is the
sole “Affected Party” (as defined in the ISDA Master Agreement).
Swap-IO
REMIC: As defined in the Preliminary Statement.
Swap
Termination Payment: The payment payable to either party under
the ISDA Master Agreement due to an early termination of the ISDA Master
Agreement.
Swap
Trust: The trust fund established by Section 4.09.
Swap
Trustee: The Bank of New York, a New York banking
corporation, not in its individual capacity, but solely in its capacity as
swap
trustee for the benefit of the Holders of the Interest-Bearing Certificates
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 swap trustee as
may
from time to time be serving as successor swap trustee hereunder.
48
Tax
Matters Person: The person designated as “tax matters person” in
the manner provided under Treasury regulation § 1.860F-4(d) and Treasury
regulation § 301.6231(a)(7)-1. Initially, this person shall be the
Trustee.
Tax
Matters Person Certificate: With respect to the Master REMIC, the
Strip REMIC and the Swap-IO REMIC, the Class A-R Certificate with a Denomination
of $0.05 and in the form of Exhibit E hereto.
Termination
Price: As defined in Section 9.01.
Terminator: As
defined in Section 9.01.
Three-Year
Hybrid Mortgage Loan: A Mortgage Loan having a Mortgage Rate that
is fixed for 36 months after origination thereof before such Mortgage Rate
becomes subject to adjustment.
Transaction
Documents: This Agreement, the Corridor Contracts, the Corridor
Contract Assignment Agreement, the Corridor Contract Administration Agreement,
the Swap Contract, the Swap Contract Assignment Agreement, the Swap Contract
Administration Agreement, the Mortgage Insurance Policy and any other document
or agreement entered into in connection with the Trust Fund, the Certificates
or
the Mortgage Loans.
Transfer: Any
direct or indirect transfer or sale of any Ownership Interest in a
Certificate.
Transfer
Affidavit: As defined in Section 5.02(c).
Transferor
Certificate: As defined in Section 5.02(b).
Trigger
Event: With respect to any Distribution Date on or after the
Stepdown Date, 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); (ii) the
Certificate Account, the Distribution Account, the Principal Reserve Fund,
the
Carryover Reserve Fund, the Pre-Funding Account, the Capitalized Interest
Account and all amounts deposited therein pursuant to the applicable provisions
of this Agreement; (iii) the rights to receive certain proceeds of the Corridor
Contracts as provided in the Corridor Contract Administration Agreement; (iv)
property that secured a Mortgage Loan and has been acquired by foreclosure,
deed
in lieu of foreclosure or otherwise; (v) the mortgagee’s rights under the
Insurance Policies with respect to the Mortgage Loan; and (vi) all proceeds
of
the conversion, voluntary or involuntary, of any of the foregoing into cash
or
other liquid property.
Trustee: The
Bank of New York, a New York banking corporation, not in its individual
capacity, but solely in its capacity as trustee for the benefit of the
Certificateholders under this Agreement, and any successor thereto, and any
corporation or national banking association resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor trustee as may from time to time be serving as successor trustee
hereunder.
49
Trustee
Advance Notice: As defined in Section 4.01(d).
Trustee
Advance Rate: With respect to any Advance made by the Trustee pursuant to
Section 4.01(d), a per annum rate of interest determined as of the date of
such
Advance equal to the Prime Rate in effect on such date plus 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 2007-5, 72 Fed. Reg.
13130 (2007), as amended (or any successor thereto), or any substantially
similar administrative exemption granted by the U.S. Department of
Labor.
Underwriters: Countrywide
Securities Corporation and Greenwich Capital Markets, Inc.
Unpaid
Realized Loss Amount: For any Class of 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).
Voting
Rights: The voting rights of all the Certificates that are
allocated to any Certificates for purposes of the voting provisions
hereunder. Voting Rights allocated to each Class of Certificates
shall be allocated 97% to the Certificates other than the Class A-R, Class
C and
Class P Certificates (with the allocation among the Certificates to be in
proportion to the Certificate Principal Balance of each Class relative to the
Certificate Principal Balance of all other such Classes), and 1% to each of
the
Class A-R, Class C and Class P Certificates. Voting Rights will be
allocated among the Certificates of each such Class in accordance with their
respective Percentage Interests.
Winning
Bidder: With respect to a Successful Auction, the Qualified
Bidder that bids the highest price.
50
|
|
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; (g)
references to any Person include that Person’s permitted successors and assigns;
and (h) a Mortgage Loan is “30 days delinquent” if a Scheduled Payment has not
been received by the close of business on the Due Date on which the next
Scheduled Payment is due. Similarly for “60 days delinquent,” “90
days delinquent” and so on.
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 and to the Initial Mortgage Loans.
00
XXX
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
transactions evidenced by the related Confirmations, 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.
CHL
further agrees (x) to cause The Bank of New York to enter into the Swap Contract
Administration Agreement as Swap Contract Administrator and (y) to assign all
of
its right, title and interest in and to the interest rate swap transaction
evidenced by the related Confirmation, and to cause all of its obligations
in
respect of such transaction to be assumed by, the Swap Contract Administrator,
on the terms and conditions set forth in the Swap Contract Assignment
Agreement.
(b) Subject
to the execution and delivery of the related Subsequent Transfer Agreement
as
provided by Section 2.01(d) and the terms and conditions of this Agreement,
each
Seller sells, transfers, assigns, sets over and otherwise conveys to the
Depositor, without recourse, on each Subsequent Transfer Date, all the right,
title and interest of such Seller in and to the related Subsequent Mortgage
Loans, including all interest and principal received and receivable by such
Seller on or with respect to such Subsequent Mortgage Loans after the related
Subsequent Cut-off Date (to the extent not applied in computing the Cut-off
Date
Principal Balance thereof) or deposited into the Certificate Account by the
Master Servicer on behalf of such Seller as part of any related Subsequent
Certificate Account Deposit as provided in this Agreement, other than principal
due on such Subsequent Mortgage Loans on or prior to the related Subsequent
Cut-off Date and interest accruing prior to the related Subsequent Cut-off
Date.
Immediately
upon the conveyance of the Subsequent Mortgage Loans referred to in the
preceding paragraph, the Depositor sells, transfers, assigns, sets over and
otherwise conveys to the Trustee for benefit of the Certificateholders, without
recourse, all right, title and interest in the Subsequent Mortgage
Loans.
(c) Each
Seller has entered into this Agreement in consideration for the purchase of
the
Mortgage Loans by the Depositor and has agreed to take the actions specified
herein. The Depositor, concurrently with the execution and delivery
of this Agreement, hereby sells, transfers, assigns and otherwise conveys to
the
Trustee for the use and benefit of the Certificateholders, without recourse,
all
right, title and interest in the portion of the Trust Fund not otherwise
conveyed to the Trustee pursuant to Section 2.01(a) or (b).
(d) On
any Business Day during the Funding Period designated by CHL to the Trustee,
the
Sellers, the Depositor and the Trustee shall complete, execute and deliver
a
Subsequent Transfer Agreement. After the execution and delivery of
such Subsequent Transfer Agreement, on the Subsequent Transfer Date, the Trustee
shall set aside in the Pre-Funding Account an amount equal to the related
Subsequent Transfer Date Purchase Amount.
(e) The
transfer of Subsequent Mortgage Loans on the Subsequent Transfer Date is subject
to the satisfaction of each of the following conditions:
52
(1) the
Trustee and the Underwriters will be provided Opinions of Counsel addressed
to
the Rating Agencies as with respect to the sale of the Subsequent Mortgage
Loans
conveyed on such Subsequent Transfer Date (such opinions being substantially
similar to the opinions delivered on the Closing Date to the Rating Agencies
with respect to the sale of the Initial Mortgage Loans on the Closing Date),
to
be delivered as provided in Section 2.01(f);
(2) the
execution and delivery of such Subsequent Transfer Agreement or conveyance
of
the related Subsequent Mortgage Loans does not result in a reduction or
withdrawal of any ratings assigned to the Certificates by the Rating
Agencies;
(3) the
Depositor shall deliver to the Trustee an Officer’s Certificate confirming the
satisfaction of each of the conditions set forth in this Section 2.01(e)
required to be satisfied by such Subsequent Transfer Date;
(4) each
Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date satisfies
the
representations and warranties applicable to it under this Agreement, provided,
however, that with respect to a breach of a representation and warranty with
respect to a Subsequent Mortgage Loan set forth in this clause (4), the
obligation under Section 2.03(e) of this Agreement of the applicable Seller,
to
cure, repurchase or replace such Subsequent Mortgage Loan shall constitute
the
sole remedy against such Seller respecting such breach available to
Certificateholders, the Depositor or the Trustee;
(5) the
Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date were
selected in a manner reasonably believed not to be adverse to the interests
of
the Certificateholders;
(6) no
Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date was 30 or
more days delinquent as of the related Cut-off Date;
(7) following
the conveyance of the Subsequent Mortgage Loans on such Subsequent Transfer
Date, the characteristics of each Loan Group will not vary by more than the
amount specified below (other than (i) the percentage of Mortgage Loans secured
by Mortgaged Properties located in the State of California, which will not
exceed 50% of the Mortgage Loans in each Loan Group and (ii) the percentage
of
Mortgage Loans in the Credit Grade Categories of “C” or below, which will not
exceed 15% 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
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||||
|
Characteristic
|
Value
|
Permitted
Variance
|
||
|
Weighted
Average Mortgage Rate
|
8.047%
|
±0.10%
|
||
|
Weighted
Average Original Loan-to-Value Ratio
|
83.28%
|
±3.00%
|
||
|
Weighted
Average Credit Bureau Risk Score
|
606
points
|
±5
points
|
||
|
Percentage
Originated under CHL’s Full Documentation Program
|
66.56%
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±3.00%
|
||
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Weighted
Average Gross Margin
|
6.570%
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±0.10%
|
||
53
|
Loan
Group 2
|
||||
|
Characteristic
|
Value
|
Permitted
Variance
|
||
|
Weighted
Average Mortgage Rate
|
8.440%
|
±0.10%
|
||
|
Weighted
Average Original Loan-to-Value Ratio
|
81.08%
|
±3.00%
|
||
|
Weighted
Average Credit Bureau Risk Score
|
614
points
|
±5
points
|
||
|
Percentage
Originated under CHL’s Full Documentation Program
|
46.58%
|
±3.00%
|
||
|
Weighted
Average Gross Margin
|
6.238%
|
±0.10%
|
||
(8) none
of the Sellers or the Depositor is insolvent and neither of the Sellers nor
the
Depositor will be rendered insolvent by the conveyance of Subsequent Mortgage
Loans on such Subsequent Transfer Date; and
(9) the
Trustee and the Underwriters will be provided with an Opinion of Counsel, which
Opinion of Counsel shall not be at the expense of either the Trustee or the
Trust Fund, addressed to the Trustee, to the effect that such purchase of
Subsequent Mortgage Loans will not (i) result in the imposition of the tax
on
“prohibited transactions” on the Trust Fund or contributions after the Startup
Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively
or
(ii) cause any REMIC formed hereunder to fail to qualify as a REMIC, such
opinion to be delivered as provided in Section 2.01(f).
The
Trustee shall not be required to investigate or otherwise verify compliance
with
these conditions, except for its own receipt of documents specified above,
and
shall be entitled to rely on the required Officer’s Certificate.
(f) Within
six Business Days after each Subsequent Transfer Date, upon (1) delivery to
the
Trustee by the Depositor of the Opinions of Counsel referred to in Section
2.01(e)(1) and (e)(9), (2) delivery to the Trustee by CHL (on behalf of each
Seller) of a supplement to the 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) (which such Officer’s
Certificate shall set forth the Subsequent Transfer Date Transfer Amount and
Capitalized Interest Release Amount, if any, for such Subsequent Transfer Date),
the Trustee shall remit to CHL (on behalf of CHL and the other Sellers) the
Subsequent Transfer Date Transfer Amount from such funds that were set aside
in
the Pre-Funding Account pursuant to Section 2.01(d) and shall distribute any
Capitalized Interest Release Amount for such Subsequent Transfer Date to the
order of CHL. 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.
54
The
Trustee shall not be required to investigate or otherwise verify compliance
with
the conditions set forth in the preceding paragraph, except for its own receipt
of documents specified above, and shall be entitled to rely on the required
Officer’s Certificate.
Within
thirty days after each Subsequent Transfer Date, the Depositor shall deliver
to
the Trustee a letter of a nationally recognized firm of independent public
accountants stating whether or not the Subsequent Mortgage Loans conveyed on
such Subsequent Transfer Date conform to the characteristics described in
Section 2.01(e)(6) and (7).
(g) In
connection with the transfer and assignment of each Mortgage Loan, the Depositor
has delivered to, and deposited with, the Co-Trustee (or, in the case of the
Delay Delivery Mortgage Loans, will deliver to, and deposit with, the Co-Trustee
within the time periods specified in the definition of Delay Delivery Mortgage
Loans) (except as provided in clause (vi) below) for the benefit of the
Certificateholders, the following documents or instruments with respect to
each
such Mortgage Loan so assigned (with respect to each Mortgage Loan, clause
(i)
through (vi) below, together, the “Mortgage File” for each such Mortgage
Loan):
(i) the
original Mortgage Note, endorsed by manual or facsimile signature in blank
in
the following form: “Pay to the order of ________________ without
recourse”, with all intervening endorsements that show a complete chain of
endorsement from the originator to the Person endorsing the Mortgage Note (each
such endorsement being sufficient to transfer all right, title and interest
of
the party so endorsing, as noteholder or assignee thereof, in and to that
Mortgage Note), or, if the original Mortgage Note has been lost or destroyed
and
not replaced, an original lost note affidavit, stating that the original
Mortgage Note was lost or destroyed, together with a copy of the related
Mortgage Note and all such intervening endorsements;
(ii) in
the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original
recorded Mortgage or a copy of such Mortgage, with recording information, and
in
the case of each MERS Mortgage Loan, the original Mortgage or a copy of such
Mortgage, with recording information, noting the presence of the MIN of the
Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan
if
the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon,
or a copy of the Mortgage certified by the public recording office in which
such
Mortgage has been recorded;
(iii) in
the case of each Mortgage Loan that is not a MERS Mortgage Loan, a duly executed
assignment of the Mortgage to “Asset-Backed Certificates, Series 2007-5, CWABS,
Inc., by The Bank of New York, a New York banking corporation, as trustee under
the Pooling and Servicing Agreement dated as of March 1, 2007, without recourse”
or a copy of such assignment, with recording information, (each such assignment,
when duly and validly completed, to be in recordable form and sufficient to
effect the assignment of and transfer to the assignee thereof, under the
Mortgage to which such assignment relates);
55
(iv) the
original recorded assignment or assignments of the Mortgage or a copy of such
assignments, with recording information, together with all interim recorded
assignments of such Mortgage or a copy of such assignments, with recording
information (in each case noting the presence of a MIN in the case of each
MERS
Mortgage Loan);
(v) the
original or copies of each assumption, modification, written assurance or
substitution agreement, if any; and
(vi) the
original or duplicate original lender’s title policy or a copy of lender’s title
policy or a printout of the electronic equivalent and all riders thereto or,
in
the event such original title policy has not been received from the insurer,
such original or duplicate original lender’s title policy and all riders thereto
shall be delivered within one year of the Closing Date.
In
addition, in connection with the assignment of any MERS Mortgage Loan, each
Seller agrees that it will cause, at such Seller’s own expense, the MERS® 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. If any document submitted for recording pursuant to this
Agreement is (x) lost prior to recording or rejected by the applicable recording
office, the applicable Seller shall immediately prepare or cause to be prepared
a substitute and submit it for recording, and shall deliver copies and originals
thereof in accordance with the foregoing or (y) lost after recording, the
applicable Seller shall deliver to the Co-Trustee a copy of such document
certified by the applicable public recording office to be a true and complete
copy of the original recorded document. Each Seller shall promptly
forward or cause to be forwarded to the Co-Trustee (x) from time to time
additional original documents evidencing an assumption or modification of a
Mortgage Loan and (y) any other documents required to be delivered by the
Depositor or the Master Servicer to the Co-Trustee within the time periods
specified in this Section 2.01.
56
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 any 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 within 90 days of the Closing
Date (which opinion may be in the form of a “survey” opinion and is not required
to be delivered by counsel admitted to practice law in the jurisdiction as
to
which such opinion applies), 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) above 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) above.
57
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 preceding paragraph, the Master Servicer shall prepare and, if
required hereunder, file such assignments for recordation in the appropriate
real property or other records office. Each Seller hereby appoints
the Master Servicer (and any successor servicer hereunder) as its
attorney-in-fact with full power and authority acting in its stead for the
purpose of such preparation, execution and filing.
In
the
case of Mortgage Loans that become the subject of a Principal Prepayment between
the Closing Date (in the case of Initial Mortgage Loans) or related Subsequent
Transfer Date (in the case of Subsequent Mortgage Loans) and the Cut-off Date,
CHL shall deposit or cause to be deposited in the Certificate Account the amount
required to be deposited therein with respect to such payment pursuant to
Section 3.05 hereof.
Notwithstanding
anything to the contrary in this Agreement, within thirty days after the Closing
Date (in the case of Initial Mortgage Loans) or within twenty days after the
related Subsequent Transfer Date (in the case of Subsequent Mortgage Loans),
CHL
(on behalf of each Seller) shall either (i) deliver to the 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, 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
or
in Section 2.03 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, 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.
Each
Seller has entered into this Agreement in consideration for the purchase of
the
Mortgage Loans sold by such Seller to 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
Sections 2.01(a) or (b).
58
|
|
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) 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) with respect to such Initial Mortgage Loans as are in
the
Co-Trustee’s possession and based on its review and examination and only as to
the foregoing documents, such documents appear regular on their face and relate
to such Initial Mortgage Loan. The Trustee agrees to execute and
deliver within 30 days after the Closing Date to the Depositor, the Master
Servicer and CHL (on behalf of each Seller) an Interim Certification
substantially in the form annexed hereto as Exhibit G-2 to the effect that,
as
to each Initial Mortgage Loan listed in the Mortgage Loan Schedule (other than
any Initial Mortgage Loan paid in full or any Initial Mortgage Loan specifically
identified in such certification as not covered by such certification) all
documents required to be delivered to the 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)) 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 (xv)
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
Trustee or the Co-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, CHL (on behalf of each Seller) and 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.
59
In
connection with the Trustee’s completion and delivery of such Final
Certification, the Co-Trustee, at the direction of the Trustee, shall review
each Mortgage File with respect to the Initial Mortgage Loans to determine
that
such Mortgage File contains the following documents:
(i) the
original Mortgage Note, endorsed by manual or facsimile signature in blank
in
the following form: “Pay to the order of ________________ without
recourse”, with all intervening endorsements that show a complete chain of
endorsement from the originator to the Person endorsing the Mortgage Note (each
such endorsement being sufficient to transfer all right, title and interest
of
the party so endorsing, as noteholder or assignee thereof, in and to that
Mortgage Note), or, if the original Mortgage Note has been lost or destroyed
and
not replaced, an original lost note affidavit, stating that the original
Mortgage Note was lost or destroyed, together with a copy of the related
Mortgage Note and all such intervening endorsements;
(ii) in
the case of each Initial Mortgage Loan that is not a MERS Mortgage Loan, the
original recorded Mortgage or a copy of such Mortgage, with recording
information, and in the case of each Initial Mortgage Loan that is a MERS
Mortgage Loan, the original Mortgage or a copy of such Mortgage, with recording
information, noting the presence of the MIN of the Initial Mortgage Loan and
language indicating that the Mortgage Loan is a MOM Loan if the Initial Mortgage
Loan is a MOM Loan, with evidence of recording indicated thereon, or a copy
of
the Mortgage certified by the public recording office in which Mortgage has
been
recorded;
(iii) in
the case of each Initial Mortgage Loan that is not a MERS Mortgage Loan, a
duly
executed assignment of the Mortgage or a copy thereof with recording
information, in either case in the form permitted by Section 2.01;
(iv) the
original recorded assignment or assignments of the Mortgage or a copy of such
assignments, with recording information, together with all interim recorded
assignments of such Mortgage or a copy of such assignments, with recording
information (in each case noting the presence of a MIN in the case of each
MERS
Mortgage Loan);
(v) the
original or copies of each assumption, modification, written assurance or
substitution agreement, if any; and
(vi) the
original or duplicate original lender’s title policy or a copy of lender’s title
policy or a printout of the electronic equivalent and all riders
thereto.
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, 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 r