EXHIBIT 99.8
[LOGO] FINANCIAL
FINANCIAL GUARANTY
SECURITY
INSURANCE POLICY
ASSURANCE(R)
Policy
No.: 51883-N
Date of
Issuance: 10/30/07
Trust: As described in Endorsement No. 1
Certificates: CWABS Asset-Backed Certificates Trust 2007-13, Asset
Backed
Certificates, Series 2007-13, Class 2-A-1
Certificates having an
initial aggregate Certificate Principal Balance of
$221,700,000,
Class 2-A-2 Certificates having an initial aggregate
Certificate
Principal Balance of $135,000,000 and Class 2-A-2M
Certificates
having an initial aggregate Certificate Principal
Balance of
$15,000,000.
FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), for
consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY
GUARANTEES to the
Trustee for the benefit of each Holder, subject only to the terms
of this Policy
(which includes each endorsement hereto), the full and complete
payment of
Guaranteed Distributions with respect to the Certificates of the
Trust referred
to above.
For the further protection of each Holder, Financial Security
irrevocably
and unconditionally guarantees payment of the amount of any
distribution of
principal or interest with respect to the Certificates made during
the Term of
this Policy to such Holder that is subsequently avoided in whole or
in part as a
preference payment under applicable law.
Payment of any amount required to be paid under this Policy
will be made
following receipt by Financial Security of notice as described in
Endorsement
No. 1 hereto.
Financial Security shall be subrogated to the rights of each
Holder to
receive distributions with respect to each Certificate held by such
Holder to
the extent of any payment by Financial Security hereunder.
Except to the extent expressly modified by Endorsement No. 1
hereto, the
following terms shall have the meanings specified for all purposes
of this
Policy. "Holder" means the registered owner of any Certificate as
indicated on
the registration books maintained by or on behalf of the Trustee
for such
purpose or, if the Certificate is in bearer form, the holder of the
Certificate.
"Trustee", "Guaranteed Distributions" and "Term of this Policy"
shall have the
meanings set forth in Endorsement No. 1 hereto.
This Policy sets forth in full the undertaking of Financial
Security, and
shall not be modified, altered or affected by any other agreement
or instrument,
including any modification or amendment thereto. Except to the
extent expressly
modified by an endorsement hereto, the premiums paid in respect of
this Policy
are nonrefundable for any reason whatsoever. This Policy may not be
canceled or
revoked during the Term of this Policy. An acceleration payment
shall not be due
under this Policy unless such acceleration is at the sole option of
Financial
Security. THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY
INSURANCE SECURITY
FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.
In witness whereof, FINANCIAL SECURITY ASSURANCE INC. has
caused this
Policy to be executed on its behalf by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE
INC.
By /s/ Bruce Stern
-----------------------------
AUTHORIZED OFFICER
A subsidiary of Financial Security Assurance Holdings Ltd.
31 West 52nd Street, New York, NY 10019
(212) 826-0100
Form 101NY (5/89)
ENDORSEMENT
NO. 1 TO
FINANCIAL
GUARANTY INSURANCE POLICY
| FINANCIAL
SECURITY |
31
West 52 nd
Street |
| ASSURANCE
INC |
New
York, New York 10019 |
.
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TRUST:
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The
Trust created by the Pooling and Servicing Agreement, dated as of
October 1, 2007 among CWABS, Inc., as Depositor, Countrywide Home
Loans, Inc., as Seller, Park Monaco Inc., as Seller, Park Sienna
LLC, as Seller, Countrywide Home Loans Servicing LP, as Master
Servicer and The Bank of New York, as Trustee, pursuant to which
the Certificates identified below shall be issued.
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CERTIFICATES:
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CWABS
Asset-Backed Certificates Trust 2007-13, Asset-Backed Certificates,
Series 2007-13, Class 2-A-1 Certificates having an initial
aggregate Certificate Principal Balance of $221,700,000, Class
2-A-2 Certificates having an initial aggregate Certificate
Principal Balance of $135,000,000 and Class 2-A-2M Certificates
having an initial aggregate Certificate Principal Balance of
$15,000,000.
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Date
of Issuance:
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October
30, 2007
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1.
Definitions . For all purposes of this
Policy, the terms specified below shall have the meanings or
constructions provided below. Capitalized terms
used herein and not otherwise defined herein shall have the
meanings provided in the Pooling and Servicing Agreement
unless the context shall otherwise require.
" Business Day
" means any day other than a Saturday, Sunday, legal
holiday or other day on which banking institutions in the
State of New York or California are authorized or obligated
by law, executive order or governmental decree to be
closed.
"
Guaranteed Distributions " means, with respect to each
Distribution Date and a Class of Certificates, the
distribution to be made to such Holders in an aggregate amount
equal to (i) the amount, if any, by which the amount available
to be distributed to that Class of Certificates, pursuant to
the priority of payment set forth in the Pooling and Servicing
Agreement, is less than the Required Distributions for such
Class of Certificates on such Distribution Date and (ii) to
the extent unpaid on the Last Scheduled Distribution Date,
after payment of all other amounts due to that Class of
Certificates, the sum of (a) any remaining Certificate
Principal Balance of such Class of Certificates and
(b) the amount of any Applied Realized Loss Amount
allocated to that Class of Certificates prior to the Last
Scheduled Distribution Date to the extent Financial Security
has not paid such Applied Realized Loss Amount and the Holders
of such Class of
| Policy
No.: 51883-N |
Date
of Issuance: October 30, 2007
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Certificates
have not received any Subsequent Recovery related to such
Applied Realized Loss Amount, in each case after giving effect
to all distributions, other than Required Distributions for
that Class of Certificates, to be made on such
Distribution Date; and, in each case in accordance with
the original terms of that Class of Certificates when issued
and without regard to any amendment or modification of such
Class of Certificates or the Pooling and Servicing Agreement
except amendments or modifications to which Financial Security
has given its prior written consent. Financial Security may
consent to any amendment of or modification to the Pooling and
Servicing Agreement as permitted by the Pooling and Servicing
Agreement; provided , however , that no such
amendment or modification shall, without the consent of such
Holder, change the entitlement of such Holder to payment under
this Policy of any unpaid principal of that Class of
Certificates due at final maturity, or any unpaid interest
thereon due on any interest payment date. Guaranteed
Distributions shall not include, nor shall coverage be
provided under this Policy in respect of, any Prepayment
Interest Shortfalls, interest shortfalls resulting from the
application of the Relief Act or similar state or local laws,
Net Rate Carryover amounts, or any taxes, withholding or other
charge imposed by any governmental authority due in connection
with the payment of any Guaranteed Distribution to a
Holder. For purposes of this definition, any
payment of interest previously made by Financial Security
under this Policy shall be excluded, from and including the
date of payment by Financial Security thereof, when
calculating interest that is carried forward. Guaranteed
Distributions shall not include (a) any portion of any
Guaranteed Distributions due to Holders of the Certificates
because a notice and certificate in proper form as required by
Section 2 hereof was not timely Received by Financial Security
and (b) any portion of a Guaranteed Distribution due to
Holders of the Certificates representing interest on any
unpaid interest accrued from and including the date of payment
by Financial Security of the amount of such unpaid
interest.
" Last Scheduled
Distribution Date " means (i) with respect to the Class
2-A-1 Certificates, the Distribution Date on February 25,
2036; (ii) with respect to the Class 2-A-2 Certificates, the
Distribution Date on February 25, 2036; and (iii) with
respect to the Class 2-A-2M Certificates, the
Distribution Date on February 25, 2036.
" Policy " means
this Financial Guaranty Insurance Policy and includes each
endorsement thereto.
" Pooling and Servicing
Agreement " means the Pooling and Servicing Agreement,
dated as of October 1, 2007 by and among CWABS, Inc., as
Depositor, Countrywide Home Loans, Inc., as Seller, Park
Monaco Inc., as Seller, Park Sienna LLC, as Seller,
Countrywide Home Loans Servicing LP, as Master Servicer, and
The Bank of New York, as Trustee, as amended from time to
time with the consent of Financial Security.
" Receipt " and "
Received " mean actual delivery to Financial Security
and to the Fiscal Agent (as defined below), if any, prior to
12:00 noon, New York City time, on a Business Day; delivery
either on a day that is not a Business Day, or after 12:00
noon, New York City time, shall be deemed to be receipt on
the next succeeding Business Day. If any notice or
certificate given hereunder by the Trustee is not in proper
form or is not properly completed, executed or delivered, or
contains any misstatement, it shall be deemed not to have
been Received, and
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No.: 51883-N |
Date
of Issuance: October 30, 2007
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Financial
Security or its Fiscal Agent shall promptly so advise the
Trustee and the Trustee may submit an amended
notice.
" Required
Distributions " means, with respect to any Distribution
Date and a Class of Certificates, the sum, without
duplication, of (i) the amount of Current Interest that has
accrued on that Class of Certificates at the then-applicable
Pass-Through Rate during the applicable Accrual Period with
respect to such Class of Certificates, net of any interest
shortfalls resulting from Prepayment Interest Shortfalls and
any interest shortfalls resulting from the application of the
Relief Act or similar state or local laws, or Net Rate
Carryover amounts, in each case for such Class of
Certificates, (ii) at the election of Financial Security in
its sole discretion, any Applied Realized Loss Amount
allocated to that Class of Certificates on or prior to that
Distribution Date, and (iii) the amount of interest that
has accrued on any Applied Realized Loss Amount allocated to
that Class of Certificates prior to such Distribution Date at
the then-applicable Pass-Through Rate, in the case of each of
clause (ii) and clause (iii) to the extent
Financial Security has not paid such Applied Realized Loss
Amount and the Holders of that Class of Certificates have not
received any Subsequent Recovery relating to such Applied
Realized Loss Amount.
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