Exhibit 4.1
EXECUTION COPY
==============================================================================
CWABS, INC.,
Depositor
COUNTRYWIDE HOME LOANS, INC.,
Seller
PARK MONACO INC.,
Seller
PARK SIENNA LLC,
Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
Master Servicer
and
THE BANK OF NEW YORK,
Trustee
_______________________________
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2005
_______________________________
ASSET-BACKED CERTIFICATES, SERIES 2005-13
<PAGE>
<TABLE>
<CAPTION>
Table of Contents
-----------------
Page
----
ARTICLE I. DEFINITIONS
<S>
<C>
Section 1.01 Defined
Terms..................................................................................11
Section 1.02 Certain
Interpretive
Provisions................................................................62
ARTICLE II. CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES
Section 2.01 Conveyance
of Mortgage
Loans...................................................................62
Section 2.02 Acceptance
by Trustee of the Mortgage
Loans....................................................70
Section 2.03
Representations, Warranties and Covenants of the Master Servicer
and the Sellers...............75
Section 2.04
Representations and Warranties of the
Depositor................................................94
Section 2.05 Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases................95
Section 2.06
Authentication and Delivery of
Certificates....................................................96
Section 2.07 Covenants
of the Master
Servicer...............................................................96
ARTICLE III. ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01 Master
Servicer to Service Mortgage
Loans......................................................97
Section 3.02
Subservicing; Enforcement of the Obligations of Master
Servicer................................98
Section 3.03 Rights of
the Depositor, the Sellers, the Certificateholders, the NIM
Insurer, the
Class AF-5 Insurer and the Trustee in Respect of the Master
Servicer...........................99
Section 3.04 Trustee to
Act as Master
Servicer.............................................................100
Section 3.05 Collection
of Mortgage Loan Payments; Certificate Account; Distribution
Account;
Pre-Funding Account; Seller Shortfall Interest
Requirement....................................100
Section 3.06 Collection
of Taxes, Assessments and Similar Items; Escrow
Accounts...........................104
Section 3.07 Access to
Certain Documentation and Information Regarding the Mortgage
Loans..................104
Section 3.08 Permitted
Withdrawals from the Certificate Account, Distribution Account,
Carryover
Reserve Fund and the Principal Reserve
Fund...................................................105
Section 3.09
[Reserved]....................................................................................107
Section 3.10
Maintenance of Hazard
Insurance...............................................................108
Section 3.11
Enforcement of Due-On-Sale Clauses; Assumption
Agreements.....................................108
Section 3.12
Realization Upon Defaulted Mortgage Loans; Determination of Excess
Proceeds and
Realized Losses; Repurchase of Certain Mortgage
Loans.........................................110
Section 3.13 Trustee to
Cooperate; Release of Mortgage
Files...............................................113
Section 3.14 Documents,
Records and Funds in Possession of Master Servicer to be Held for
the Trustee......114
Section 3.15 Servicing
Compensation........................................................................115
Section 3.16 Access to
Certain
Documentation...............................................................115
i
<PAGE>
Section 3.17 Annual
Statement as to
Compliance.............................................................115
Section 3.18 Annual
Independent Public Accountants' Servicing Statement; Financial
Statements..............116
Section 3.19 The
Corridor
Contract.........................................................................116
Section 3.20 Prepayment
Charges............................................................................117
Section 3.21 Swap
Contract.................................................................................118
ARTICLE IV. DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
Section 4.01 Advances;
Remittance
Reports..................................................................119
Section 4.02 Reduction
of Servicing Compensation in Connection with Prepayment Interest
Shortfalls.........121
Section 4.03
[Reserved]....................................................................................121
Section 4.04
Distributions.................................................................................121
Section 4.05 Monthly
Statements to
Certificateholders......................................................134
Section 4.06 Class AF-5
Policy; Rights of the Class AF-5
Insurer...........................................137
Section 4.07 Carryover
Reserve
Fund........................................................................140
Section 4.08 Credit
Comeback Excess
Account................................................................141
Section 4.09 Swap Trust
and Swap
Account...................................................................143
ARTICLE V. THE CERTIFICATES
Section 5.01 The
Certificates..............................................................................143
Section 5.02
Certificate Register; Registration of Transfer and Exchange of
Certificates...................145
Section 5.03 Mutilated,
Destroyed, Lost or Stolen
Certificates.............................................149
Section 5.04 Persons
Deemed
Owners.........................................................................149
Section 5.05 Access to
List of Certificateholders' Names and
Addresses.....................................149
Section 5.06 Book-Entry
Certificates.......................................................................150
Section 5.07 Notices to
Depository.........................................................................151
Section 5.08 Definitive
Certificates.......................................................................151
Section 5.09
Maintenance of Office or
Agency...............................................................151
ARTICLE VI. THE DEPOSITOR, THE MASTER SERVICER AND THE SELLERS
Section 6.01 Respective
Liabilities of the Depositor, the Master Servicer and the
Sellers..................152
Section 6.02 Merger or
Consolidation of the Depositor, the Master Servicer or the
Sellers..................152
Section 6.03 Limitation
on Liability of the Depositor, the Sellers, the Master Servicer,
the
NIM Insurer and
Others........................................................................152
Section 6.04 Limitation
on Resignation of Master
Servicer..................................................153
Section 6.05 Errors and
Omissions Insurance; Fidelity
Bonds................................................153
ARTICLE VII. DEFAULT; TERMINATION OF MASTER SERVICER
Section 7.01 Events of
Default.............................................................................154
Section 7.02 Trustee to
Act; Appointment of
Successor......................................................156
ii
<PAGE>
Section 7.03
Notification to
Certificateholders............................................................157
ARTICLE VIII. CONCERNING THE TRUSTEE
Section 8.01 Duties of
Trustee.............................................................................157
Section 8.02 Certain
Matters Affecting the
Trustee.........................................................159
Section 8.03 Trustee
Not Liable for Mortgage
Loans.........................................................160
Section 8.04 Trustee
May Own
Certificates..................................................................160
Section 8.05 Master
Servicer to Pay Trustee's Fees and
Expenses............................................160
Section 8.06
Eligibility Requirements for
Trustee..........................................................161
Section 8.07
Resignation and Removal of
Trustee............................................................161
Section 8.08 Successor
Trustee.............................................................................162
Section 8.09 Merger or
Consolidation of
Trustee............................................................163
Section 8.10
Appointment of Co-Trustee or Separate
Trustee.................................................163
Section 8.11 Tax
Matters...................................................................................164
Section 8.12 Access to
Records of the
Trustee..............................................................167
Section 8.13 Suits for
Enforcement.........................................................................168
ARTICLE IX. TERMINATION
Section 9.01
Termination upon Liquidation or Repurchase of all Mortgage
Loans..............................168
Section 9.02 Final
Distribution on the
Certificates........................................................169
Section 9.03 Additional
Termination
Requirements...........................................................171
ARTICLE X. MISCELLANEOUS PROVISIONS
Section 10.01
Amendment.....................................................................................172
Section 10.02 Recordation of
Agreement;
Counterparts........................................................174
Section 10.03 Governing
Law.................................................................................174
Section 10.04 Intention of
Parties..........................................................................174
Section 10.05
Notices.......................................................................................175
Section 10.06 Severability of
Provisions....................................................................176
Section 10.07
Assignment....................................................................................176
Section 10.08 Limitation on
Rights of
Certificateholders....................................................176
Section 10.09 Inspection and
Audit
Rights...................................................................177
Section 10.10 Certificates
Nonassessable and Fully
Paid.....................................................177
Section 10.11 Rights of NIM
Insurer.........................................................................177
</TABLE>
Exhibits
--------
EXHIBIT A
Forms of Certificates
EXHIBIT A-1
Form of Class AF-1 Certificate
EXHIBIT A-2
Form of Class AF-2 Certificate
EXHIBIT A-3
Form of Class AF-3 Certificate
EXHIBIT A-4
Form of Class AF-4 Certificate
EXHIBIT A-5
Form of Class AF-5 Certificate
EXHIBIT A-6
Form of Class AF-6 Certificate
iii
<PAGE>
EXHIBIT A-7
Form of Class MF-1 Certificate
EXHIBIT A-8
Form of Class MF-2 Certificate
EXHIBIT A-9
Form of Class MF-3 Certificate
EXHIBIT A-10
Form of Class MF-4 Certificate
EXHIBIT A-11
Form of Class MF-5 Certificate
EXHIBIT A-12
Form of Class MF-6 Certificate
EXHIBIT A-13
Form of Class MF-7 Certificate
EXHIBIT A-14
Form of Class MF-8 Certificate
EXHIBIT A-15
Form of Class BF Certificate
EXHIBIT A-16
Form of Class 2-AV-1 Certificate
EXHIBIT A-17
Form of Class 3-AV-1 Certificate
EXHIBIT A-18
Form of Class 3-AV-2 Certificate
EXHIBIT A-19
Form of Class 3-AV-3 Certificate
EXHIBIT A-20
Form of Class 3-AV-4 Certificate
EXHIBIT A-21
Form of Class MV-1 Certificate
EXHIBIT A-22
Form of Class MV-2 Certificate
EXHIBIT A-23
Form of Class MV-3 Certificate
EXHIBIT A-24
Form of Class MV-4 Certificate
EXHIBIT A-25
Form of Class MV-5 Certificate
EXHIBIT A-26
Form of Class MV-6 Certificate
EXHIBIT A-27
Form of Class MV-7 Certificate
EXHIBIT A-28
Form of Class MV-8 Certificate
EXHIBIT A-29
Form of Class BV Certificate
EXHIBIT B
Forms of Class P Certificates
EXHIBIT B-1
Form of Class PF Certificate
EXHIBIT B-2
Form of Class PV Certificate
EXHIBIT C
Forms of Class C Certificates
EXHIBIT C-1
Form of Class CF Certificate
EXHIBIT C-2
Form of Class CV Certificate
EXHIBIT D
Form of Class A-R Certificate
EXHIBIT E
Form of Tax Matters Person Certificate
EXHIBIT F
Mortgage Loan Schedule
EXHIBIT F-1
List of Mortgage Loans
EXHIBIT F-2
Mortgage Loans for which All or a Portion
of a Related Mortgage File is not
Delivered to the Trustee on or prior to
the Closing Date
EXHIBIT G
Forms of Certification of Trustee
EXHIBIT G-1
Form of Initial Certification of Trustee
(Initial Mortgage Loans)
EXHIBIT G-2
Form of Interim Certification of Trustee
EXHIBIT G-3
Form of Delay Delivery Certification
EXHIBIT G-4
Form of Initial Certification of Trustee
(Subsequent Mortgage Loans)
EXHIBIT H
Form of Final Certification of Trustee
EXHIBIT I
Transfer Affidavit for Class A-R Certificates
EXHIBIT J-1
Form of Transferor Certificate for Class A-R
Certificates
EXHIBIT J-2
Form of Transferor Certificate for Private
Certificates
iv
<PAGE>
EXHIBIT K
Form of Investment Letter (Non-Rule 144A)
EXHIBIT L
Form of Rule 144A Letter
EXHIBIT M
Form of Request for Document Release
EXHIBIT N
Form of Request for File Release
EXHIBIT O
Copy of Depository Agreement
EXHIBIT P
Form of Subsequent Transfer Agreement
EXHIBIT Q
Form of Class AF-1 Corridor Contract
EXHIBIT R
Form of Class AF-5 Policy
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
SCHEDULE I
Prepayment Charge Schedule and Prepayment
Charge Summary
SCHEDULE II
Collateral Schedule
v
<PAGE>
POOLING AND SERVICING AGREEMENT, dated as of November 1, 2005,
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"), and THE BANK OF NEW
YORK, a New York banking corporation, as
trustee (the "Trustee").
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby
conveyed
to the Trustee in return for the
Certificates. The Trust Fund (excluding the
Credit Comeback Excess Account, the
Carryover Reserve Fund, the assets held in
the Pre-Funding Account and the Trust
Fund's rights with respect to payments
received under the Corridor Contract) for
federal income tax purposes will
consist of four REMICs (the "Interest
Shortfall REMIC," the "Subordinate WAC
REMIC," "the "Expanding Strip REMIC" and
the "Master REMIC"). Each
Certificate, other than the Class A-R
Certificates, 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 Interest
Shortfall REMIC, the Subordinate WAC
REMIC, the Expanding Strip REMIC and the
Master REMIC. The Master REMIC will
hold as assets the several classes of
uncertificated Expanding Strip REMIC
Interests. Each Expanding Strip REMIC
Interest (other than the ES-R Interest)
is hereby designated as a regular interest
in the Expanding Strip REMIC. The
Expanding Strip REMIC will hold as assets
the several classes of Subordinate
WAC REMIC Interests (other than the SW-R
Interest). Each Subordinate WAC REMIC
Interest (other than the SW-R Interest) is
hereby designated as a regular
interest in the Subordinate WAC REMIC. The
Subordinate WAC REMIC will hold as
assets the several classes of the Interest
Shortfall REMIC Interests (other
than the IS-R Interest). Each Interest
Shortfall REMIC Interest (other than
the IS-R Interest) is hereby designated as
a regular interest in the Interest
Shortfall REMIC. The Interest Shortfall
REMIC will hold as assets all property
of the Trust Fund (excluding the Credit
Comeback Excess Account, the Carryover
Reserve Fund, the assets held in the
Pre-Funding Account and the Trust Fund's
rights with respect to payments received
under the Corridor Contracts). The
latest possible maturity date of all REMIC
regular interests created in this
Agreement shall be the Latest Possible
Maturity Date.
The Interest
Shortfall REMIC:
The Interest Shortfall REMIC Interests will have the principal
balances, pass-through rates and
Corresponding Loan Groups as set forth below.
<PAGE>
<TABLE>
<CAPTION>
Initial
Pass-Through
Corresponding
Interest Shortfall REMIC Interests
Balance
Rate
Loan Group(s)
-------------------------------------------------- ------------------ --------------------
----------------------
<S>
<C>
<C>
<C>
IS-1-I......................................
(1)
(5)
1
IS-1-S......................................
(2)
(6)
1
IS-2-I......................................
(1)
(5)
2
IS-2-S......................................
(2)
(6)
2
IS-3-I......................................
(1)
(5)
3
IS-3-S......................................
(2)
(6)
3
IS-XF.......................................
(3)
(7)
1
IS-XV.......................................
(3)
(7)
2 and 3
IS-PF.......................................
$100
(8)
N/A
IS-PV.......................................
$100
(9)
N/A
IS-R........................................
(4)
(4)
N/A
</TABLE>
---------------
(1) The principal balance of each
Interest Shortfall REMIC Interest having an
"I" designation
is the principal balance of all the Initial Mortgage
Loans in the
Corresponding Loan Group.
(2) The principal balance of each
Interest Shortfall REMIC Interest having an
"S" designation
is the principal balance of all the Subsequent Mortgage
Loans in the
Corresponding Loan Group.
(3) This Interest Shortfall REMIC
Interest pays no principal.
(4) The IS-R Interest is the sole
class of residual interest in the Interest
Shortfall REMIC.
It has no principal balance and pays no principal or
interest.
(5) The interest rate for this
Interest Shortfall REMIC Interest with respect
to any
Distribution Date (and the related Accrual Period) through the
Distribution
Date in January 2006 is a per annum rate equal to the
weighted average
of the Adjusted Net Mortgage Rates of the Initial
Mortgage Loans
in the Corresponding Loan Group. For any Distribution Date
(and the related Accrual
Period) following the Distribution Date in
January 2006,
the interest rate for this Interest Shortfall REMIC
Interest is a
per annum rate equal to the weighted average of the
Adjusted Net
Mortgage Rates of all the Mortgage Loans in the
Corresponding
Loan Group.
(6) The interest rate for this
Interest Shortfall REMIC Interest with respect
to any
Distribution Date (and the related Accrual Period) through the
Distribution
Date in January 2006 is a per annum rate equal to 0.00%. For
any Distribution
Date (and the related Accrual Period) following the
Distribution
Date in January 2006, the interest rate for this Interest
Shortfall REMIC
Interest is a per annum rate equal to the weighted
average of the Adjusted Net
Mortgage Rates of all the Mortgage Loans in
the
Corresponding Loan Group.
2
<PAGE>
(7) For any Distribution Date (and the
related Accrual Period) through the
Distribution
Date in January 2006, this Interest Shortfall REMIC Interest
is entitled to
all the interest payable with respect to the Subsequent
Mortgage Loans
in the Corresponding Loan Group (or Groups). For any
Distribution
Date (and the related Accrual Period) following the
Distribution
Date in January 2006, the interest rate for this Interest
Shortfall REMIC
Interest is a per annum rate equal to 0.00%.
(8) The IS-PF Interest is entitled to
all Prepayment Charges collected with
respect to the
Mortgage Loans in Loan Group 1. It pays no interest.
(9) The IS-PV Interest is entitled to
all Prepayment Charges collected with
respect to the
Mortgage Loans in Loan Group 2 and Loan Group 3. It pays
no interest.
On each
Distribution Date, the Interest Funds and the Principal
Distribution Amount of the Corresponding
Loan Groups shall be distributed with
respect to the Interest Shortfall REMIC
Interests in the following manner:
(1) Interest.
Interest is to be distributed with respect to each Interest
Shortfall REMIC Interest at the rate, or
according to the formulas, described
above.
(2) Principal.
For any Distribution Date (and the related Accrual Period)
through the Distribution Date in January
2006, the Principal Distribution
Amount with respect to the Initial Mortgage
Loans in a Loan Group shall be
allocated to its corresponding "I" Interest
Shortfall REMIC Interests, and the
Principal Distribution Amount with respect
to the Subsequent Mortgage Loans in
a Loan Group shall be allocated to its
corresponding "S" Interest Shortfall
REMIC Interests. For any Distribution Date
(and the related Accrual Period)
after the Distribution Date in January
2006, the Principal Distribution Amount
with respect to all Mortgage Loans in a
Loan Group shall be allocated in
proportion to its corresponding Interest
Shortfall REMIC Interests.
The Subordinate
WAC REMIC:
The Subordinate WAC REMIC Interests will have the principal
balances, pass-through rates and
Corresponding Loan Groups as set forth below.
For the purpose of the descriptions that
follow, (1) Loan Group 1 and the
Subordinate WAC REMIC Interests that
correspond to Loan Group 1 are referred
to, from time to time, as the "Fixed Loan
Group" and the "Fixed Interests,"
respectively, and (2) Loan Group 2 and Loan
Group 3 and the Subordinate WAC
REMIC Interests corresponding to Loan Group
2 and Loan Group 3 are referrred
to, from time to time, as the "Variable
Loan Groups" and the "Variable
Interests," respectively.
<TABLE>
<CAPTION>
Pass-Through
Corresponding
Subordinate WAC REMIC Interests
Initial Balance
Rate
Loan Group
------------------------------------------------ --------------------
------------------- ---------------------
<S>
<C>
<C>
<C>
SW-F
.......................................
(1)
(2)
1
SW-A-2 (0.9% of SCB Group
2)................
(3)
(4)
2
SW-B-2 (0.1% of SCB Group
2)................
(3)
(4)
2
SW-C-2 (Excess of Group 2)
(3)
(4)
2
SW-A-3 (0.9% of SCB Group
3)................
(3)
(5)
3
3
<PAGE>
Pass-Through
Corresponding
Subordinate WAC REMIC Interests
Initial Balance
Rate
Loan Group
------------------------------------------------ --------------------
------------------- ---------------------
SW-B-3 (0.1% of SCB Group
3)................
(3)
(5)
3
SW-C-3 (Excess of Group
3)..................
(3)
(5)
3
SW-PF.......................................
$100
(6)
N/A
SW-PV.......................................
$100
(7)
N/A
SW-R........................................
(8)
(8)
N/A
SW-XF.......................................
(9)
(10)
N/A
SW-XV.......................................
(9)
(11)
N/A
</TABLE>
---------------
(1) The Class F Interest will have a
principal balance equal to the principal
balance of the
IS-1-I and IS-1-S Interests.
(2) A rate equal to the weighted
average of the pass-through rates of the
IS-1-I and
IS-1-S Interests (the "Loan Group 1 Net Rate Cap").
(3) With respect to the Variable
Interests, each Subordinate WAC REMIC
Interest having
an "SW-A-" designation (each, an "SW-A Interest") will
have a principal
balance initially equal to 0.9% of the Subordinate
Component
Balance ("SCB") of its Corresponding Loan Group. Each
Subordinate WAC
REMIC Interest having an "SW-B-" designation (each, an
"SW-B Interest")
will have a principal balance initially equal to 0.1% of
the SCB of its
Corresponding Loan Group. Each Subordinate WAC REMIC
Interest having
an "SW-C-" designation (each, an "SW-C Interest") will
have a principal
balance initially equal to the excess of its
Corresponding
Loan Group over the initial aggregate principal balances of
the SW-A and
SW-B Interests corresponding to such Loan Group.
(4) A rate equal to the weighted
average of the pass-through rates of the
IS-2-I and
IS-2-S Interests (the "Loan Group 2 Net Rate Cap").
(5) A rate equal to the weighted
average of the pass-through rates of the
IS-3-I and
IS-3-S Interests (the "Loan Group 3 Net Rate Cap").
(6) The SW-PF Interest is entitled to
all amounts payable with respect to the
IS-PF Interest.
It pays no interest.
(7) The SW-PV Interest is entitled to
all amounts payable with respect to the
IS-PV Interest.
It pays no interest.
(8) The SW-R Interest is the sole
class of residual interest in Subordinate
WAC REMIC. It
has no principal balance and pays no principal or interest.
(9) This Subordinate WAC REMIC
Interest pays no principal.
(10) This Subordinate WAC REMIC Interest is
entitled to all amounts payable
with respect to
the IS-XF Interest.
4
<PAGE>
(11) This Subordinate WAC REMIC Interest is
entitled to all amounts payable
with respect to
the IS-XV Interest.
On each Distribution Date, the Interest Funds and the Principal
Distribution Amounts payable with respect
to the Interest Shortfall REMIC
Interests shall be payable with respect to
the Subordinate WAC REMIC Interests
in the following manner:
(1) Interest.
Interest is to be distributed with respect to each
Subordinate WAC REMIC Interest at the rate,
or according to the formulas,
described above.
(2) Principal.
All Principal Distribution Amounts arising with respect to
Loan Group 1 shall be allocated to the
Fixed Interests.
(3) Principal if
no Cross-Over Situation Exists. If no Cross-Over
Situation exists with respect to any
Variable Interest, then the Principal
Distribution Amounts payable with respect
to each Variable Loan Group will be
payable: first to cause the Variable Loan
Group's corresponding SW-A and SW-B
Interests to equal, respectively, 0.9% of
the SCB and 0.1% of the SCB of the
Corresponding Loan Group, and then to the
corresponding SW-C Interest.
(4) Principal if
a Cross-Over Situation Exists. If a Cross-Over Situation
exists with respect to the SW-A and SW-B
Interests then:
(a) if the
Calculation Rate in respect of the outstanding SW-A and SW-B
Interests is less than the Adjustable Rate
Subordinate Net Rate Cap, Principal
Relocation Payments will be made
proportionately to the outstanding SW-A
Interests prior to any other principal
distributions from each such Variable
Loan Group; and
(b) if the
Calculation Rate in respect of the outstanding SW-A and SW-B
Interests is greater than the Adjustable
Rate Subordinate Net Rate Cap,
Principal Relocation Payments will be made
proportionately to the outstanding
SW-B Interests prior to any other principal
distributions from each such
Variable Loan Group.
In each case, Principal Relocation Payments
will be made so as to cause the
Calculation Rate in respect of the
outstanding SW-A and SW-B Interests to
equal the Adjustable Rate Subordinate Net
Rate Cap. With respect to each
Variable Loan Group, if (and to the extent
that) the sum of (a) the principal
payments comprising the Principal
Distribution Amount payable for the related
Distribution Date and (b) the Realized
Losses, are insufficient to make the
necessary reductions of principal on the
SW-A and SW-B Interests, then
interest will be added to the Variable Loan
Group's SW-E Interest.
(c) The outstanding aggregate SW-A and SW-B
Interests for both Variable Loan
Groups will not be reduced below 1 percent
of the excess of (i) the aggregate
outstanding Stated Principal Balances of
all Variable Loan Groups as of the
end of any Due Period over (ii) the Senior
Certificates related to the
Variable Loan Groups as of the related
Distribution Date (after taking into
account distributions of principal on such
Distribution Date).
If (and to the extent that) the limitation
in paragraph (c) prevents the
distribution of principal to the SW-A and
SW-B Interests of a Variable Loan
Group, and if the Variable Loan Group's
5
<PAGE>
corresponding SW-C Interest has already
been reduced to zero, then the excess
principal from that Variable Loan Group
will be paid to the SW-C Interest of
the other Variable Loan Group, the
aggregate SW-A and SW-B Interests of which
are less than one percent of the
Subordinate Component Balance. If the
Variable Loan Group of the corresponding
SW-C Interest that receives such
payment has a Group Net Rate Cap below the
Group Net Rate Cap of the Variable
Loan Group making the payment, then the
payment will be treated by Subordinate
WAC REMIC as a Realized Loss. Conversely,
if the Variable Loan Group of the
SW-E Interest that receives such payment
has a Group Net Rate Cap above the
Group Net Rate Cap of the Variable Loan
Group making the payment, then the
payment will be treated by Subordinate WAC
REMIC as a reimbursement for prior
Realized Losses.
6
<PAGE>
Expanding Strip
REMIC
The Expanding Strip REMIC Regular Interests
will have the principal balances,
pass-through rates and Corresponding
Classes of Certificates as set forth in
the following table:
<TABLE>
<CAPTION>
-------------------------------
---------------------------- ----------------------------
----------------------------
Expanding Strip
Initial Principal
Pass-Through
Corresponding Class
REMIC Interests
Balance
Rate
of Certificates
-------------------------------
---------------------------- ----------------------------
----------------------------
<S>
<C>
<C>
<C>
ES-AF-1.......................
(1)
(2)
AF-1
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-AF-2.......................
(1)
(2)
AF-2
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-AF-3.......................
(1)
(2)
AF-3
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-AF-4.......................
(1)
(2)
AF-4
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-AF-5.......................
(1)
(2)
AF-5
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-AF-6.......................
(1)
(2)
AF-6
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-MF-1.......................
(1)
(2)
MF-1
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-MF-2.......................
(1)
(2)
MF-2
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-MF-3.......................
(1)
(2)
MF-3
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-MF-4.......................
(1)
(2)
MF-4
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-MF-5.......................
(1)
(2)
MF-5
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-MF-6.......................
(1)
(2)
MF-6
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-MF-7.......................
(1)
(2)
MF-7
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-MF-8.......................
(1)
(2)
MF-8
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-BF.........................
(1)
(2)
BF
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-PF.........................
$100
(3)
PF
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-F-Accrual..................
(1)
(2)
N/A
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-2-AV-1.....................
(4)
(5)
2-AV-1
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-3-AV-1.....................
(4)
(5)
3-AV-1
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-3-AV-2.....................
(4)
(5)
3-AV-2
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-3-AV-3.....................
(4)
(5)
3-AV-3
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-3-AV-4.....................
(4)
(5)
3-AV-4
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-MV-1.......................
(4)
(5)
MV-1
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-MV-2.......................
(4)
(5)
MV-2
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-MV-3.......................
(4)
(5)
MV-3
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-MV-4.......................
(4)
(5)
MV-4
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-MV-5.......................
(4)
(5)
MV-5
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-MV-6.......................
(4)
(5)
MV-6
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-MV-7.......................
(4)
(5)
MV-7
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-MV-8.......................
(4)
(5)
MV-8
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-BV.........................
(4)
(5)
BV
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-$100.......................
$100
(6)
A-R
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-CV.........................
(4)
(5)
CV
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-PV.........................
$100
(7)
PV
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-R..........................
(8)
(8)
N/A
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-XF.........................
(9)
(10)
CF
-------------------------------
---------------------------- ----------------------------
----------------------------
ES-XV.........................
(9)
(11)
CV
-------------------------------
---------------------------- ----------------------------
----------------------------
</TABLE>
7
<PAGE>
(1) This Expanding Strip REMIC Interest has
a principal balance that is
initially equal to 50% of its Corresponding
Certificate Class issued by the
Master REMIC. Principal payments, both
scheduled and prepaid, Realized Losses,
Subsequent Recoveries and interest accruing
on the ES-F-Accrual Interest will
be allocated to this class to maintain its
size relative to its Corresponding
Certificate Class (that is, 50%) with any
excess payments of principal,
Realized Losses and Subsequent Recoveries
being allocated to the ES-F-Accrual
Interest in such manner as to cause the
principal balance of the ES-F-Accrual
Interest to have a principal balance equal
to (a) 50% of the Loan Group 1
principal balance plus (b) 50% of the Fixed
Rate Overcollateralized Amount for
such Distribution Date.
(2) The pass-through rate with respect to
any Distribution Date (and the
related Accrual Period) for this Expanding
Strip REMIC Interest is a per annum
rate equal to the Loan Group 1 Net Rate
Cap.
(3) The ES-PF Interest is entitled to all
amounts collected with respect to
the SW-PF Interest. It pays no
interest.
(4)This Expanding 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 Subordinate WAC REMIC Variable
Interests held by the Expanding Strip REMIC
will be allocated to this class to
maintain its size relative to its
Corresponding Certificate Class.
(5) The pass-through rate with respect to
any Distribution Date (and the
related Accrual Period) for this Expanding
Strip REMIC Interest is a per annum
rate equal to the weighted average of the
Loan Group 2 Net Rate Cap and the
Loan Group 3 Net Rate Cap (the "Variable
Pool Net Rate Cap").
(6) This Expanding Strip REMIC Interest
pays no interest.
(7) The ES-PV Interest is entitled to all
amounts collected with respect to
the SW-PV Interest. It pays no
interest.
(8) The ES-R Interest is the sole class of
residual interest in Expanding
Strip REMIC. It has no principal balance
and pays no principal or interest.
(9) This Expanding Strip REMIC Interest
pays no principal.
(10) This Expanding Strip REMIC Interest is
entitled to all amounts payable
with respect to the SW-XF Interest.
(11) This Expanding Strip REMIC Interest is
entitled to all amounts payable
with respect to the SW-XV Interest.
On each
Distribution Date, the Interest Funds and the Principal
Distribution Amount payable with respect to
the Subordinate WAC REMIC
Interests shall be payable with respect to
the Expanding Strip REMIC Interests
in the following manner:
8
<PAGE>
(1) Interest.
Interest is to be distributed with respect to each
Expanding Strip REMIC Interest at the rate,
or according to the formulas,
described above.
(2) Principal.
Principal Distribution Amounts shall be allocated among
the Expanding Strip REMIC Interests as
described above.
The following table specifies the class designation, interest
rate,
and principal amount for each class of
Master REMIC Interest:
<TABLE>
<CAPTION>
Original Certificate
Class
Principal Balance
Pass-Through Rate
--------------------------------------------------- ------------------------------
----------------------------
<S>
<C>
<C>
Class
AF-1......................................
$98,038,000
(1)
Class
AF-2......................................
$18,285,000
(1)
Class
AF-3......................................
$60,561,000
(1)
Class
AF-4......................................
$16,958,000
(1)
Class
AF-5......................................
$26,058,000
(1)
Class
AF-6......................................
$30,000,000
(1)
Class
MF-1......................................
$8,550,000
(1)
Class
MF-2......................................
$7,950,000
(1)
Class
MF-3......................................
$4,800,000
(1)
Class
MF-4......................................
$4,350,000
(1)
Class
MF-5......................................
$3,750,000
(1)
Class
MF-6......................................
$3,900,000
(1)
Class
MF-7......................................
$3,150,000
(1)
Class
MF-8......................................
$3,000,000
(1)
Class
BF........................................
$3,000,000
(1)
Class
2-AV-1....................................
$711,872,000
(1)
Class
3-AV-1....................................
$285,365,000
(1)
Class
3-AV-2....................................
$90,082,000
(1)
Class
3-AV-3....................................
$192,152,000
(1)
Class
3-AV-4....................................
$71,179,000
(1)
Class
MV-1......................................
$63,750,000
(1)
Class
MV-2......................................
$58,650,000
(1)
Class
MV-3......................................
$34,850,000
(1)
Class
MV-4......................................
$32,300,000
(1)
Class
MV-5......................................
$28,050,000
(1)
Class
MV-6......................................
$27,200,000
(1)
Class
MV-7......................................
$24,650,000
(1)
Class
MV-8......................................
$19,550,000
(1)
Class
BV........................................
$18,700,000
(1)
Class
CF........................................
(2)
(3)
Class
CV........................................
(2)
(4)
Class
PF........................................
$100
(5)
Class
PV........................................
$100
(5)
Class
A-R.......................................
$100
(6)
</TABLE>
(1) The Certificates will accrue
interest at the related Pass-Through Rates
identified in
this Agreement.
9
<PAGE>
(2) For federal income tax purposes,
the Class CF and Class CV Certificates
will be treated
as having Certificate Principal Balances equal to the
Fixed Rate
Overcollateralized Amount and Adjustable Rate
Overcollateralized Amount, respectively.
(3) For each Interest Accrual Period
the Class CF Certificates are entitled
to an amount
(the "Class CF Distributable Amount") equal to the sum of
(a) the interest
payable on the ES-XF Interests and (b) a specified
portion of the
interest payable on the Expanding Strip REMIC Regular
Interests having
an "F" designation in the column entitled "Expanding
Strip REMIC Interests"
(other than the ES-PF and ES-XF Interests) equal
to the excess of
the Loan Group 1 Net Rate Cap over the product of two
and the weighted
average interest rate of the Expanding Strip REMIC
Regular
Interests having an "F" designation in the column entitled
"Expanding Strip
REMIC Interests" (other than the ES-PF and ES-XF
Interests) with
each such Class other than the ES-F-Accrual Interest,
subject to a cap
and a floor equal to the Pass-Through Rate of the
Corresponding
Master REMIC Class and the ES-F-Accrual Interest subject to
a cap of 0.00%.
The Pass-Through Rate of the Class CF Certificates shall
be a rate
sufficient to entitle it to an amount equal to all interest
accrued on the
Interest Shortfall REMIC Group 1 "I" and "S" Interests
less the
interest accrued on the other F Class interests issued by the
Master REMIC.
The Class CF Distributable Amount for any Distribution Date
is payable from
current interest on the Group 1 Mortgage Loans and from
any Principal
Remittance Amount for Loan Group 1 not distributed to the
Class AF, Class
MF and Class BF Certificates due to a decrease in the
Fixed Rate
Overcollateralization Target Amount with respect to any
Distribution Date.
(4) For each Interest Accrual Period
the Class CV Certificates are entitled
to an amount
(the "Class CV Distributable Amount") equal to the sum of
(a) the interest
payable on the ES-XV Interests, (b) the interest payable
in the ES-C Interest and (c) a
specified portion of the interest payable
on the Expanding
Strip REMIC Regular Interests having an "V" designation
in the column
entitled "Expanding Strip REMIC Interests" (other than the
ES-CV, ES-PV and
ES-XV Interests) equal to the excess of the Variable
Pool Net Rate
Cap over the weighted average interest rate of the
Expanding Strip
REMIC Regular Interests having a "V" designation in the
column entitled
"Expanding Strip REMIC Interests" (other than the ES-PV
and ES-XV
Interests) with each such Class other than the ES-V-Accrual
Interest,
subject to a cap and a floor equal to the Pass-Through Rate of
the
Corresponding Master REMIC Class. The Pass-Through Rate of the
Class
CV Certificates
shall be a rate sufficient to entitle it to an amount
equal to all
interest accrued on the Interest Shortfall REMIC Group 2 and
Group 3 "I" and
"S" Interests less the interest accrued on the other V
Class interests
issued by the Master REMIC. The Class CV Distributable
Amount for any
Distribution Date is payable from current interest on the
Group 2 and
Group 3 Mortgage Loans and from any Principal Remittance
Amounts for Loan
Group 2 and Loan Group 3 not distributed to the Class
AV, Class MV and
Class BV Certificates due to a decrease in the
Adjustable Rate
Overcollateralization Target Amount with respect to any
Distribution
Date.
(5) For each Distribution Date the
Class PF and Class PV Certificates are
entitled to all
Prepayment Charges distributed with respect to the ES-PF
and ES-PV
Interests, respectively.
(6) The Class A-R Certificates
represent the sole class of residual interest
in each REMIC
created hereunder. The Class A-R Certificates are not
entitled to
distributions of interest.
The foregoing REMIC structure is intended
to cause all of the cash from the
Mortgage Loans to flow through to the
Master REMIC as cash flow on a REMIC
regular interest, without creating any
shortfall--actual or potential (other
than for credit losses)-- to any REMIC
regular interest. It is not intended
that the Class A-R Certificates be entitled
to any cash flows pursuant to this
Agreement except as provided in Section
3.08(a) hereunder, (that is, its
entitlement to $100).
10
<PAGE>
ARTICLE I.
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires,
shall have the following meanings:
Accrual Period: With respect to any Distribution Date and each
Class
of Adjustable Rate Certificates, the period
commencing on the immediately
preceding Distribution Date (or, in the
case of the first Distribution Date,
the Closing Date) and ending on the day
immediately preceding such
Distribution Date. With respect to any
Distribution Date and each Class of
Fixed Rate Certificates and the Class C
Certificates, the calendar month
preceding the month in which such
Distribution Date occurs. All calculations
of interest on the Adjustable Rate
Certificates will be made on the basis of
the actual number of days elapsed in the
related Accrual Period and on a
360-day year. All calculations of interest
on the Fixed Rate Certificates and
Class C Certificates will be made on the
basis of a 360-day year consisting of
twelve 30-day months.
Adjustable Rate Certificates: The Class AF-1 Certificates, the
Class
AV Certificates and the Adjustable Rate
Subordinate Certificates.
Adjustable Rate Cumulative Loss Trigger Event: With respect to
any
Distribution Date on or after the
Adjustable Rate Stepdown Date, an Adjustable
Rate Cumulative Loss Trigger Event occurs
if (x) the aggregate amount of
Realized Losses on the Mortgage Loans in
Loan Group 2 and Loan Group 3 from
the Cut-off Date for each such Mortgage
Loan to (and including) the last day
of the related Due Period (reduced by the
aggregate amount of any Subsequent
Recoveries related to the Mortgage Loans in
Loan Group 2 and Loan Group 3
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 in Loan Group 2 and Loan
Group 3, the Group 2 Pre-Funded Amount and
the Group 3 Pre-Funded Amount, as
set forth below:
<TABLE>
<CAPTION>
Distribution Date
Percentage
-----------------
----------
<S>
<C>
December 2007 -- November 2008.................... 1.35% with
respect to December 2007,
plus an additional 1/12th of 1.65% for
each month thereafter through November
2008
December 2008 -- November 2009.................... 3.00% with
respect to December 2008,
plus an additional 1/12th of 1.70% for
each month thereafter through November
2009
December 2009 -- November 2010.................... 4.70% with
respect to December 2009,
plus an additional 1/12th of 1.35% for
each month thereafter through November
2010
11
<PAGE>
Distribution Date
Percentage
-----------------
----------
December 2010 -- November 2011.................... 6.05% with
respect to December 2010,
plus an additional 1/12th of 0.75% for
each month thereafter through November
2011
December 2011 and thereafter..................... 6.80%
</TABLE>
Adjustable Rate Delinquency Trigger Event: With respect to any
Distribution Date on or after the
Adjustable Rate Stepdown Date, an Adjustable
Rate Delinquency Trigger Event exists if
the Rolling Sixty-Day Delinquency
Rate for Outstanding Mortgage Loans in Loan
Group 2 and Loan Group 3 equals or
exceeds the product of (x) the Adjustable
Rate Senior Enhancement Percentage
for such Distribution Date and (y) the
applicable percentage listed below for
the most senior class of outstanding Class
AV Certificates and Adjustable Rate
Subordinate Certificates:
Class
Percentage
Class AV........................
39.50%
Class MV-1......................
48.32%
Class MV-2......................
60.80%
Class MV-3......................
71.83%
Class MV-4......................
86.35%
Class MV-5......................
104.74%
Class MV-6......................
131.99%
Class MV-7......................
172.71%
Class MV-8......................
228.65%
Class BV........................
331.32%
Adjustable Rate Excess Overcollateralization Amount: With respect
to
any Distribution Date, an amount equal to
the excess, if any, of the
Adjustable Rate Overcollateralized Amount
for such Distribution Date over the
Adjustable Rate Overcollateralization
Target Amount for such Distribution
Date.
Adjustable Rate Loan Group Credit Comeback Excess Cashflow:
With
respect to any Distribution Date, any
amounts in the Credit Comeback Excess
Account in respect of Loan Group 2 and Loan
Group 3 available for such
Distribution Date.
Adjustable Rate Loan Group 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(b)(iv)(b), (ii) the amount
remaining after the distribution of
principal to Certificateholders for such
Distribution Date, pursuant to
Section 4.04(d)(1)(B)(ii) or 4.04(d)(2)(C),
and (iii) the Adjustable Rate
Overcollateralization Reduction Amount for
such Distribution Date, if any.
12
<PAGE>
Adjustable Rate Mortgage Loans: The Mortgage Loans identified in
the
Mortgage Loan Schedule as having a Mortgage
Rate which is adjustable in
accordance with the terms of the related
Mortgage Note.
Adjustable Rate OC Floor: For any Distribution Date, an amount
equal
to 0.50% of the sum of the aggregate
Cut-off Date Principal Balance of the
Initial Mortgage Loans in Loan Group 2 and
Loan Group 3, the Group 2
Pre-Funded Amount and the Group 3
Pre-Funded Amount.
Adjustable Rate Overcollateralization Deficiency Amount: With
respect to any Distribution Date, the
amount, if any, by which the Adjustable
Rate Overcollateralization Target Amount
exceeds the Adjustable Rate
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) for Loan Group
2 and Loan Group 3 on such Distribution
Date).
Adjustable Rate Overcollateralization Reduction Amount: With
respect
to any Distribution Date, an amount equal
to the lesser of (i) the Adjustable
Rate Excess Overcollateralization Amount
for such Distribution Date and (ii)
the aggregate Principal Remittance Amount
for Loan Group 2 and Loan Group 3
for such Distribution Date.
Adjustable Rate Overcollateralization Target Amount: With respect
to
any Distribution Date (a) prior to the
Adjustable Rate Stepdown Date, an
amount equal to 2.45% of the sum of the
aggregate Cut-off Date Principal
Balance of the Initial Mortgage Loans in
Loan Group 2 and Loan Group 3, the
Group 2 Pre-Funded Amount and the Group 3
Pre-Funded Amount and (b) on or
after the Adjustable Rate Stepdown Date,
the greater of (i) an amount equal to
4.90% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan
Group 2 and Loan Group 3 for the current
Distribution Date and (ii) the
Adjustable Rate OC Floor; provided,
however, that if an Adjustable Rate
Trigger Event is in effect on any
Distribution Date, the Adjustable Rate
Overcollateralization Target Amount will be
the Adjustable Rate
Overcollateralization Target Amount as in
effect for the prior Distribution
Date.
Adjustable Rate 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 in Loan Group 2 and Loan Group
3 for such Distribution Date and any amount
on deposit in the Pre-Funding
Account in respect of Loan Group 2 and Loan
Group 3 exceeds (y) the sum of the
aggregate Certificate Principal Balance of
the Class AV Certificates and the
Adjustable Rate Subordinate Certificates as
of such Distribution Date (after
giving effect to distribution of the
Principal Remittance Amounts for Loan
Group 2 and Loan Group 3 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 in respect of Loan
Group 2 and Loan Group 3).
Adjustable Rate Senior Enhancement Percentage: With respect to
a
Distribution Date on or after the
Adjustable Rate 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 in Loan Group 2
and Loan Group 3 for the preceding
Distribution Date over (b)
13
<PAGE>
(i) before the Certificate Principal
Balances of the Class AV Certificates
have been reduced to zero, the sum of the
Certificate Principal Balances of
the Class AV Certificates, or (ii) after
such time, the Certificate Principal
Balance of the most senior Class of
Adjustable Rate 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 in Loan Group 2 and Loan Group 3 for
the preceding Distribution Date.
Adjustable Rate Stepdown Date: The earlier to occur of: (1) the
Distribution Date on which the aggregate
Certificate Principal Balance of the
Class AV Certificates is reduced to zero,
and (2) the later to occur of (x)
the Distribution Date in December 2008 and
(y) the first Distribution Date on
which the aggregate Certificate Principal
Balance of the Class AV Certificates
(after calculating anticipated
distributions on such Distribution Date) is
less than or equal to 58.90% of the
aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 2 and Loan
Group 3 for such Distribution Date.
Adjustable Rate Subordinate Certificates: Any Class MV-1, Class
MV-2, Class MV-3, Class MV-4, Class MV-5,
Class MV-6, Class MV-7, Class MV-8
or Class BV Certificates.
Adjustable Rate Subordinate Class Principal Distribution
Amount:
With respect to any Distribution Date and
any Class of Adjustable Rate
Subordinate Certificates, the excess of (1)
the sum of (a) the aggregate
Certificate Principal Balance of the Class
AV Certificates (after taking into
account distribution of the Class AV
Principal Distribution Amount for such
Distribution Date), (b) the aggregate
Certificate Principal Balance of any
Class(es) of Adjustable Rate Subordinate
Certificates that are senior to the
subject Class (in each case, after taking
into account distribution of the
Adjustable Rate 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 Adjustable Rate
Subordinate Certificates immediately prior
to such Distribution Date over (2)
the lesser of (a) the product of (x) 100%
minus the Stepdown Target
Subordination Percentage for the subject
Class of Certificates and (y) the
aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 2 and
Loan Group 3 for such Distribution Date and
(b) the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group
2 and Loan Group 3 for such
Distribution Date minus the Adjustable Rate
OC Floor; provided, however, that
if such Class of Adjustable Rate
Subordinate Certificates is the only Class of
Adjustable Rate Subordinate Certificates
outstanding on such Distribution
Date, that Class will be entitled to
receive the entire remaining Principal
Distribution Amount for Loan Group 2 and
Loan Group 3 until the Certificate
Principal Balance thereof is reduced to
zero.
Adjustable Rate Subordinate Net Rate Cap: With respect to any
Distribution Date and each Class of
Adjustable Rate Subordinate Certificates,
(A) the weighted average of (a) 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) (weighted by an amount
equal to the positive difference (if any)
of the sum of the aggregate Stated
Principal Balance of the Mortgage Loans in
Loan Group 2 and the amount on
deposit in the Pre-Funding Account in
respect of Loan Group 2 over the
outstanding Certificate Principal Balance
of the Class 2-AV-1 Certificates)
and (b) the weighted average Adjusted Net
Mortgage Rate of the Mortgage Loans
in
14
<PAGE>
Loan Group 3 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) (weighted by
an amount equal to the positive
difference (if any) of the sum of the
aggregate Stated Principal Balance of
the Mortgage Loans in Loan Group 3 and the
amount on deposit in the
Pre-Funding Account in respect of Loan
Group 3 over the outstanding aggregate
Certificate Principal Balance of the Class
3-AV Certificates), adjusted to an
effective rate reflecting the calculation
of interest on the basis of the
actual number of days elapsed during the
related Accrual Period and a 360-day
year minus (B) the Swap Adjustment Rate for
such Distribution Date.
Adjustable Rate Trigger Event: With respect to any Distribution
Date
on or after the Adjustable Rate Stepdown
Date, either an Adjustable Rate
Delinquency Trigger Event with respect to
that Distribution Date or an
Adjustable Rate Cumulative Loss Trigger
Event with respect to that
Distribution Date.
Adjusted Net Mortgage Rate: As to each Mortgage Loan, the
Mortgage
Rate less the related Expense Fee Rate.
Adjusted Subordinate Component Balance: With respect to any
Distribution Date and for any Variable Loan
Group, (i) the principal balance
of such Variable Loan Group as of the first
day of the related Due Period
(after giving effect to Principal
Prepayments received in the Prepayment
Period ending during such Due Period) less
(ii) the product of (a) the
Adjustable Rate Overcollateralized Amount
and (b)(I) the principal balance of
such Variable Loan Group, divided by (II)
the sum of the principal balance of
both Variable Loan Groups, in each case as
of the first day of the related Due
Period, less (iii) the aggregate
Certificate Principal Balance of the related
Classes of Senior Certificates in either
case immediately prior to such
Distribution Date.
Adjustment Date: As to each Adjustable Rate Mortgage Loan, each
date
on which the related Mortgage Rate is
subject to adjustment, as provided in
the related Mortgage Note.
Advance: The aggregate of the advances required to be made by
the
Master Servicer with respect to any
Distribution Date pursuant to Section
4.01, the amount of any such advances being
equal to the aggregate of payments
of principal of, and interest on the Stated
Principal Balance of, the Mortgage
Loans (net of the Servicing Fees) that were
due on the related Due Date and
not received by the Master Servicer as of
the close of business on the related
Determination Date including an amount
equivalent to interest on the Stated
Principal Balance of each Mortgage Loan as
to which the related Mortgaged
Property is an REO Property or as to which
the related Mortgaged Property has
been liquidated but such Mortgage Loan has
not yet become a Liquidated
Mortgage Loan; provided, however, that the
net monthly rental income (if any)
from such REO Property deposited in the
Certificate Account for such
Distribution Date pursuant to Section 3.12
may be used to offset such Advance
for the related REO Property; provided,
further, that for the avoidance of
doubt, no Advances shall be required to be
made in respect of any Liquidated
Mortgage Loan.
Agreement: This Pooling and Servicing Agreement and any and all
amendments or supplements hereto made in
accordance with the terms herein.
15
<PAGE>
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 (i) Loan Group 1 and the Class AF and
Fixed Rate Subordinate Certificates,
the amount, if any, by which, the aggregate
Certificate Principal Balance of
such Certificates (after all distributions
of principal on such Distribution
Date) exceeds the sum of (x) the Stated
Principal Balance of the Mortgage
Loans in Loan Group 1 for such Distribution
Date and (y) the amount on deposit
in the Pre-Funding Account in respect of
Loan Group 1 and (ii) Loan Group 2
and Loan Group 3 and the Class AV and
Adjustable Rate Subordinate
Certificates, the amount, if any, by which,
the aggregate Certificate
Principal Balance of such Certificates
(after all distributions of principal
on such Distribution Date) exceeds the sum
of (x) the aggregate Stated
Principal Balance of the Mortgage Loans in
Loan Group 2 and Loan Group 3 and
(y) the amount on deposit in the
Pre-Funding Account in respect of Loan Group
2 and Loan Group 3.
Appraised Value: The appraised value of the Mortgaged Property
based
upon the appraisal made for the originator
of the related Mortgage Loan by an
independent fee appraiser at the time of
the origination of the related
Mortgage Loan, or the sales price of the
Mortgaged Property at the time of
such origination, whichever is less, or
with respect to any Mortgage Loan
originated in connection with a
refinancing, the appraised value of the
Mortgaged Property based upon the appraisal
made at the time of such
refinancing.
Bankruptcy Code: Title 11 of the United States Code.
Book-Entry Certificates: Any of the Certificates that shall be
registered in the name of the Depository or
its nominee, the ownership of
which is reflected on the books of the
Depository or on the books of a person
maintaining an account with the Depository
(directly, as a "Depository
Participant", or indirectly, as an indirect
participant in accordance with the
rules of the Depository and as described in
Section 5.06). As of the Closing
Date, each Class of 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 the Class AF-5 Insurer or
banking institutions in the State of
New York or California or the city in which
the Corporate Trust Office of the
Trustee is located is authorized or
obligated by law or executive order to be
closed.
Calculation Rate: For each Distribution Date, in the case of
the
SW-A and SW-B Interests, the product of (i)
10 and (ii) the weighted average
rate of the outstanding SW-A and SW-B
Interests, treating each SW-A Interest
as capped at zero or reduced by a fixed
percentage of 100% of the interest
accruing on such Class. For each
Distribution Date, in the case of the SW-C
and SW-D Interests, the product of (i) 10
and (ii) the weighted average rate
of the
16
<PAGE>
outstanding SW-C and SW-D Interests,
treating each SW-C Interest as capped at
zero or reduced by a fixed percentage of
100% of the interest accruing on such
Class.
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 2005-13". Funds in the
Carryover Reserve Fund shall be
held in trust for the Certificateholders
for the uses and purposes set forth
in this Agreement.
Certificate: Any one of the certificates of any Class executed
and
authenticated by the Trustee in
substantially the forms attached hereto as
Exhibits A-1 through A-29, Exhibits B-1 and
B-2, Exhibits C-1 and C-2, Exhibit
D and Exhibit E.
Certificate Account: The separate Eligible Account created and
initially maintained by the Master Servicer
pursuant to Section 3.05(b) with a
depository institution in the name of the
Master Servicer for the benefit of
the Trustee on behalf of the
Certificateholders and the Class AF-5 Insurer and
designated "Countrywide Home Loans
Servicing LP in trust for registered
Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2005-13". 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(c) or 4.04(d), (ii) with respect to
the Class AF-5 Certificates only,
payments under the Class AF-5 Policy
relating to principal (except that any
payment under the Class AF-5 Policy with
respect to an Applied Realized Loss
Amount allocated to the Class AF-5
Certificates shall not result in a further
reduction of the Certificate Principal
Balance of the Class AF-5 Certificates)
and (iii) any Applied Realized Loss Amounts
allocated to such Certificate on
previous Distribution Dates pursuant to
Section 4.04(k), and (B) increased by
any Subsequent Recoveries allocated to such
Class of Certificate pursuant to
Section 4.04(l) 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. Exclusively for the purpose
of determining any subrogation
rights of the Class AF-5 Insurer arising
under Section 4.06 hereof, the
"Certificate Principal Balance" of the
Class AF-5 Certificates shall not be
reduced by the amount of any payments made
by the Class AF-5 Insurer in
respect of principal on such Certificates
under the Class AF-5 Policy, except
to the extent such payment
17
<PAGE>
shall have been reimbursed to the Class
AF-5 Insurer pursuant to the
provisions of this Agreement.
Certificate Register: The register maintained pursuant to
Section
5.02 hereof.
Certificateholder or Holder: The person in whose name a
Certificate
is registered in the Certificate Register
(initially, Cede & Co., as nominee
for the Depository, in the case of any
Class of Book-Entry Certificates),
except that solely for the purpose of
giving any consent pursuant to this
Agreement, any Certificate registered in
the name of the Depositor or any
affiliate of the Depositor shall be deemed
not to be Outstanding and the
Voting Interest evidenced thereby shall not
be taken into account in
determining whether the requisite amount of
Voting Interests necessary to
effect such consent has been obtained;
provided that if any such Person
(including the Depositor) owns 100% of the
Voting Interests evidenced by a
Class of Certificates, such Certificates
shall be deemed to be Outstanding for
purposes of any provision hereof (other
than the second sentence of Section
10.01 hereof) that requires the consent of
the Holders of Certificates of a
particular Class as a condition to the
taking of any action hereunder. The
Trustee is entitled to rely conclusively on
a certification of the Depositor
or any affiliate of the Depositor in
determining which Certificates are
registered in the name of an affiliate of
the Depositor.
CHL: Countrywide Home Loans, Inc., a New York corporation, and
its
successors and assigns.
CHL Mortgage Loans: The Mortgage Loans identified as such on
the
Mortgage Loan Schedule for which CHL is the
applicable Seller.
Class: All Certificates bearing the same Class designation as
set
forth in Section 5.01 hereof.
Class 2-AV-1 Certificate: Any Certificate designated as a
"Class
2-AV-1 Certificate" on the face thereof, in
the form of Exhibit A-16 hereto,
representing the right to distributions as
set forth herein.
Class 2-AV-1 Net Rate Cap: For any Distribution Date, (A) 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 (B)
the Swap Adjustment Rate for such
Distribution Date.
Class 2-AV-1 Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the
Class AV Principal Distribution
Target Amount and (y) a fraction, the
numerator of which is the Class 2-AV-1
Principal Distribution Target Amount and
the denominator of which is the sum
of the Class 2-AV-1 Principal Distribution
Target Amount and Class 3-AV
Principal Distribution Target Amount.
Class 2-AV-1 Principal Distribution Target Amount: With respect
to
any Distribution Date, the excess of (1)
the Certificate Principal Balance of
the Class 2-AV-1
18
<PAGE>
Certificates immediately prior to such
Distribution Date, over (2) the lesser
of (x) 58.90% of the aggregate Stated
Principal Balance of the Mortgage Loans
in Loan Group 2 for such Distribution Date
and (y) the aggregate Stated
Principal Balance of the Mortgage Loans in
Loan Group 2 for such Distribution
Date minus 0.50% of the sum of the
aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 2 as of the
Cut-off Date and the original Group 2
Pre-Funded Amount.
Class 3-AV-1 Certificate: Any Certificate designated as a
"Class
3-AV-1 Certificate" on the face thereof, in
the form of Exhibit A-17 hereto,
representing the right to distributions as
set forth herein.
Class 3-AV-2 Certificate: Any Certificate designated as a
"Class
3-AV-2 Certificate" on the face thereof, in
the form of Exhibit A-18 hereto,
representing the right to distributions as
set forth herein.
Class 3-AV-3 Certificate: Any Certificate designated as a
"Class
3-AV-3 Certificate" on the face thereof, in
the form of Exhibit A-19 hereto,
representing the right to distributions as
set forth herein.
Class 3-AV-4 Certificate: Any Certificate designated as a
"Class
3-AV-4 Certificate" on the face thereof, in
the form of Exhibit A-20 hereto,
representing the right to distributions as
set forth herein.
Class 3-AV Certificate: Any Class 3-AV-1, Class 3-AV-2, Class
3-AV-3
or Class 3-AV-4 Certificate.
Class 3-AV Net Rate Cap: For any Distribution Date, (A) the
weighted
average Adjusted Net Mortgage Rate of the
Mortgage Loans in Loan Group 3 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 (B) the
Swap Adjustment Rate for such
Distribution Date.
Class 3-AV Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the
Class AV Principal Distribution
Target Amount and (y) a fraction, the
numerator of which is the Class 3-AV
Principal Distribution Target Amount and
the denominator of which is the sum
of the Class 2-AV-1 Principal Distribution
Target Amount and the Class 3-AV
Principal Distribution Target Amount.
Class 3-AV Principal Distribution Target Amount: With respect to
any
Distribution Date, the excess of (1) the
aggregate Certificate Principal
Balance of the Class 3-AV Certificates
immediately prior to such Distribution
Date, over (2) the lesser of (x) 58.90% of
the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group
3 for such Distribution Date and
(y) the aggregate Stated Principal Balance
of the Mortgage Loans in Loan Group
3 for such Distribution Date minus 0.50% of
the sum of the aggregate Stated
Principal Balance of the Mortgage Loans in
Loan Group 3 as of the Cut-off Date
and the original Group 3 Pre-Funded
Amount.
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<PAGE>
Class AF Certificate: Any Class AF-1, Class AF-2, Class AF-3,
Class
AF-4, Class AF-5 or Class AF-6
Certificate.
Class AF Principal Distribution Amount: With respect to any
Distribution Date, the excess of (1) the
aggregate Certificate Principal
Balance of the Class AF Certificates
immediately prior to such Distribution
Date, over (2) the lesser of (x) 64.60% of
the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group
1 for such Distribution Date and
(y) the aggregate Stated Principal Balance
of the Mortgage Loans in Loan Group
1 for such Distribution Date minus the
Fixed Rate OC Floor.
Class AF-1 Certificate: Any Certificate designated as a "Class
AF-1
Certificate" on the face thereof, in the
form of Exhibit A-1 hereto,
representing the right to distributions as
set forth herein.
Class AF-2 Certificate: Any Certificate designated as a "Class
AF-2
Certificate" on the face thereof, in the
form of Exhibit A-2 hereto,
representing the right to distributions as
set forth herein.
Class AF-3 Certificate: Any Certificate designated as a "Class
AF-3
Certificate" on the face thereof, in the
form of Exhibit A-3 hereto,
representing the right to distributions as
set forth herein.
Class AF-4 Certificate: Any Certificate designated as a "Class
AF-4
Certificate" on the face thereof, in the
form of Exhibit A-4 hereto,
representing the right to distributions as
set forth herein.
Class AF-5
Certificate: Any Certificate designated as a "Class AF-5
Certificate" on the face thereof, in the
form of Exhibit A-5 hereto,
representing the right to distributions as
set forth herein.
Class AF-5 Insurer: MBIA Insurance Corporation, a subsidiary of
MBIA
Inc., organized and created under the laws
of the State of New York, or any
successor thereto.
Class AF-5 Insurer Contact Person: The officer designated by
the
Master Servicer to provide information to
the Class AF-5 Insurer pursuant to
Section 4.06(i).
Class AF-5 Insurer Default: Any one of the following events: (i)
the
Class AF-5 Insurer shall have failed to
make a required payment under the
Class AF-5 Policy, (ii) a proceeding in
bankruptcy shall have been instituted
by the Class AF-5 Insurer, or (iii) a
decree or order for relief shall have
been issued in respect of a proceeding in
bankruptcy against the Class AF-5
Insurer and shall remain unstayed for a
period of 60 consecutive days.
Class AF-5 Late Payment Rate: The rate of interest publicly
announced by Citibank, N.A. at its
principal office in New York, New York, as
its prime rate (any change in such prime
rate of interest to be effective on
the date such change is announced by
Citibank, N.A.) plus 3%. The Class AF-5
Late Payment Rate shall be computed on the
basis of a year of 365 days
calculating the actual number of days
elapsed. In no event shall the Class
AF-5 Late
20
<PAGE>
Payment Rate exceed the maximum rate
permissible under law applicable to this
Agreement limiting interest rates.
Class AF-5 Policy: The irrevocable Certificate Guaranty
Insurance
Policy, No. 47260, including any
endorsements thereto, issued by the Class
AF-5 Insurer with respect to the Class AF-5
Certificates, in the form attached
hereto as Exhibit R.
Class AF-5 Policy Payments Account: The separate Eligible
Account
created and maintained by the Trustee
pursuant to Section 4.06(c) in the name
of the Trustee for the benefit of the Class
AF-5 Certificateholders and
designated "The Bank of New York in trust
for registered holders of CWABS,
Inc., Asset-Backed Certificates, Series
2005-13, Class AF-5". Funds in the
Class AF-5 Policy Payments Account shall be
held in trust for the Class AF-5
Certificateholders for the uses and
purposes set forth in this Agreement.
Class AF-5 Premium: With respect to the Class AF-5 Policy and
any
Distribution Date, an amount equal to the
product of (i) one-twelfth (1/12) of
the Class AF-5 Policy Premium Rate and (ii)
the Class AF-5 Certificate
Principal Balance immediately prior to such
Distribution Date.
Class AF-5 Policy Premium Rate: The "premium percentage" set
forth
in the Commitment Letter, dated as of
November 18, 2005, between the Class
AF-5 Insurer and Countrywide Securities
Corporation relating to the Class AF-5
Policy.
Class AF-5 Reimbursement Amount: With respect to any
Distribution
Date, (i) all Insured Payments paid by the
Class AF-5 Insurer, for which the
Class AF-5 Insurer has not been reimbursed
prior to such Distribution Date
pursuant to Section 4.04 hereof, plus (ii)
interest accrued on such Insured
Payments not previously repaid, calculated
at the Class AF-5 Late Payment Rate
from the date such Insured Payments were
made.
Class AF-6 Certificate: Any Certificate designated as a "Class
AF-6
Certificate" on the face thereof, in the
form of Exhibit A-6 hereto,
representing the right to distributions as
set forth herein.
Class AF-6
Portion: With respect to any Distribution Date, a
percentage, expressed as a fraction, the
numerator of which is the Certificate
Principal Balance of the Class AF-6
Certificates immediately prior to such
Distribution Date and the denominator of
which is the aggregate Certificate
Principal Balance of all Classes of the
Class AF Certificates immediately
prior to such Distribution Date.
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 AV Certificate: Any Class 2-AV-1 or Class 3-AV
Certificate.
Class AV Principal Distribution Allocation Amount: With respect
to
any Distribution Date, (a) in the case of
the Class 2-AV-1 Certificates, the
Class 2-AV-1 Principal
21
<PAGE>
Distribution Amount and (b) in the case of
the Class 3-AV Certificates, the
Class 3-AV Principal Distribution
Amount.
Class AV Principal Distribution Target Amount: With respect to
any
Distribution Date will equal the excess of:
(1) the aggregate Certificate
Principal Balance of the Class AV
Certificates immediately prior to such
Distribution Date, over (2) the lesser of
(i) 58.90% of the aggregate Stated
Principal Balance of the Mortgage Loans in
Loan Group 2 and Loan Group 3 for
such Distribution Date and (ii) the
aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 2 and Loan
Group 3 for such Distribution Date
minus the Adjustable Rate OC Floor.
Class BF Certificate: Any Certificate designated as a "Class BF
Certificate" on the face thereof, in the
form of Exhibit A-15 hereto,
representing the right to distributions as
set forth herein.
Class BV Certificate: Any Certificate designated as a "Class BV
Certificate" on the face thereof, in the
form of Exhibit A-29 hereto,
representing the right to distributions as
set forth herein.
Class C Certificate: Any Class CF or Class CV Certificate.
Class CF Certificate: Any Certificate designated as a "Class CF
Certificate" on the face thereof, in the
form of Exhibit C-1 hereto,
representing the right to distributions as
set forth herein.
Class CF Distributable Amount: As defined in the Preliminary
Statement.
Class CV Certificate: Any Certificate designated as a "Class CV
Certificate" on the face thereof, in the
form of Exhibit C-2 hereto,
representing the right to distributions as
set forth herein.
Class CV Distributable Amount: As defined in the Preliminary
Statement.
Class MF-1 Certificate: Any Certificate designated as a "Class
MF-1
Certificate" on the face thereof, in the
form of Exhibit A-7 hereto,
representing the right to distributions as
set forth herein.
Class MF-2 Certificate: Any Certificate designated as a "Class
MF-2
Certificate" on the face thereof, in the
form of Exhibit A-8 hereto,
representing the right to distributions as
set forth herein.
Class MF-3 Certificate: Any Certificate designated as a "Class
MF-3
Certificate" on the face thereof, in the
form of Exhibit A-9 hereto,
representing the right to distributions as
set forth herein.
Class MF-4 Certificate: Any Certificate designated as a "Class
MF-4
Certificate" on the face thereof, in the
form of Exhibit A-10 hereto,
representing the right to distributions as
set forth herein.
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<PAGE>
Class MF-5 Certificate: Any Certificate designated as a "Class
MF-5
Certificate" on the face thereof, in the
form of Exhibit A-11 hereto,
representing the right to distributions as
set forth herein.
Class MF-6 Certificate: Any Certificate designated as a "Class
MF-6
Certificate" on the face thereof, in the
form of Exhibit A-12 hereto,
representing the right to distributions as
set forth herein.
Class MF-7 Certificate: Any Certificate designated as a "Class
MF-7
Certificate" on the face thereof, in the
form of Exhibit A-13 hereto,
representing the right to distributions as
set forth herein.
Class MF-8 Certificate: Any Certificate designated as a "Class
MF-8
Certificate" on the face thereof, in the
form of Exhibit A-14 hereto,
representing the right to distributions as
set forth herein.
Class MF Certificate: Any Class MF-1, Class MF-2, Class MF-3,
Class
MF-4, Class MF-5, Class MF-6, Class MF-7 or
Class MF-8 Certificate.
Class MV-1 Certificate: Any Certificate designated as a "Class
MV-1
Certificate" on the face thereof, in the
form of Exhibit A-21 hereto,
representing the right to distributions as
set forth herein.
Class MV-2 Certificate: Any Certificate designated as a "Class
MV-2
Certificate" on the face thereof, in the
form of Exhibit A-22 hereto,
representing the right to distributions as
set forth herein.
Class MV-3 Certificate: Any Certificate designated as a "Class
MV-3
Certificate" on the face thereof, in the
form of Exhibit A-23 hereto,
representing the right to distributions as
set forth herein.
Class MV-4 Certificate: Any Certificate designated as a "Class
MV-4
Certificate" on the face thereof, in the
form of Exhibit A-24 hereto,
representing the right to distributions as
set forth herein.
Class MV-5 Certificate: Any Certificate designated as a "Class
MV-5
Certificate" on the face thereof, in the
form of Exhibit A-25 hereto,
representing the right to distributions as
set forth herein.
Class MV-6 Certificate: Any Certificate designated as a "Class
MV-6
Certificate" on the face thereof, in the
form of Exhibit A-26 hereto,
representing the right to distributions as
set forth herein.
Class MV-7
Certificate: Any Certificate designated as a "Class MV-7
Certificate" on the face thereof, in the
form of Exhibit A-27 hereto,
representing the right to distributions as
set forth herein.
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<PAGE>
Class MV-8 Certificate: Any Certificate designated as a "Class
MV-8
Certificate" on the face thereof, in the
form of Exhibit A-28 hereto,
representing the right to distributions as
set forth herein.
Class MV Certificate: Any Class MV-1, Class MV-2, Class MV-3,
Class
MV-4, Class MV-5, Class MV-6, Class MV-7 or
Class MV-8 Certificate.
Class P Certificate: Any Class PF Certificate or Class PV
Certificate.
Class PF Certificate: Any Certificate designated as a "Class PF
Certificate" on the face thereof, in the
form of Exhibit B-1 hereto,
representing the right to distributions as
set forth herein.
Class PF Principal Distribution Date: The first Distribution
Date
that occurs after the end of the latest
Prepayment Charge Period for all
Mortgage Loans in Loan Group 1 that have a
Prepayment Charge Period.
Class PV Certificate: Any Certificate designated as a "Class PV
Certificate" on the face thereof, in the
form of Exhibit B-2 hereto,
representing the right to distributions as
set forth herein.
Class PV Principal Distribution Date: The first Distribution
Date
that occurs after the end of the latest
Prepayment Charge Period for all
Mortgage Loans in Loan Group 2 and Loan
Group 3 that have a Prepayment Charge
Period.
Closing Date: November 21, 2005.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collateral Schedule: Schedule II hereto.
Compensating Interest: With respect to the Mortgage Loans in
each
Loan Group and any Distribution Date, an
amount equal to the lesser of (x)
one-half of the Servicing Fee for such
Mortgage Loans for the related Due
Period and (y) the aggregate Prepayment
Interest Shortfalls for such Mortgage
Loans for such Distribution Date.
Confirmation: The confirmation, reference number FXNEC7592, with
a
trade date of November 4, 2005 evidencing a
transaction between the Corridor
Contract Counterparty and CHL relating to
the Corridor Contract and the
confirmation, reference number
13521091/13519782, with a trade date of
November 4, 2005 evidencing a transaction
between the Swap Counterparty and
CHL relating to the Swap Contract, as
applicable.
Corporate Trust Office: The designated office of the Trustee in
the
State of New York where at any particular
time its corporate trust business
with respect to this Agreement shall be
administered, which office at the date
of the execution of this Agreement is
located at 101 Barclay Street, New York,
New York 10286 (Attention: Corporate Trust
MBS Administration), telephone:
(212) 815-3236, facsimile: (212)
815-3986.
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<PAGE>
Corridor Contract: With respect to the Class AF-1 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.
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: Bear Stearns Financial Products
Inc.
and its successors.
Corridor Contract Termination Date: The Distribution Date in
September 2007.
Credit Bureau Risk Score: A statistical credit score obtained by
CHL
in connection with the origination of a
Mortgage Loan.
Credit Comeback Excess Account: The separate Eligible Account
created and initially maintained by the
Trustee pursuant to Section 4.08 in
the name of the Trustee for the benefit of
the Certificateholders and
designated "The Bank of New York in trust
for registered Holders of CWABS,
Inc., Asset-Backed Certificates, Series
2005-13". Funds in the Credit Comeback
Excess Account shall be held in trust for
the Certificateholders for the uses
and purposes set forth in this
Agreement.
Credit Comeback Excess Amount: With respect to the Credit
Comeback
Loans in any Loan Group and any Master
Servicer Advance Date, the portion of
the sum of the following (without
duplication) attributable to the excess, if
any, of the actual mortgage rate on each
Credit Comeback Loan in such Loan
Group and the Mortgage Rate on such Credit
Comeback Loan: (i) all scheduled
interest collected during the related Due
Period with respect to the Credit
Comeback Loans in such Loan Group, (ii) all
interest on prepayments received
during the related Prepayment Period with
respect to the Credit Comeback Loans
in such Loan Group, other than Prepayment
Interest Excess, (iii) all Advances
relating to interest with respect to the
Credit Comeback Loans in such Loan
Group, (iv) all Compensating Interest with
respect to the Credit Comeback
Loans in such Loan Group and (v)
Liquidation Proceeds with respect to the
Credit Comeback Loans in such Loan Group
collected during the related Due
Period (to the extent such Liquidation
Proceeds relate to interest), less all
Nonrecoverable Advances for such Loan Group
relating to interest reimbursed
during the related Due Period.
Credit Comeback Loan: Any Fixed Rate Mortgage Loan for which
the
related Mortgage Rate is subject to
reduction (not exceeding 0.375% per annum)
for good payment history of Scheduled
Payments by the related Mortgagor.
25
<PAGE>
Cross-Over Situation: With respect to any Distribution Date and
Loan
Group 2 and Loan Group 3 (after taking into
account principal distributions on
such Distribution Date), a Cross-Over
Situation shall exist (i) with respect
to the SW-A, SW-B and SW-C Interests, if
the SW-A, SW-B and SW-C Interests are
in the aggregate less than 1% of the
Subordinate Component Balance of Loan
Group 2 and Loan Group 3.
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, plus any amount
previously distributed with respect to
interest for such Class that is recovered
as a voidable preference by a
trustee in bankruptcy.
Cut-off Date: When used with respect to any Mortgage Loan the
"Cut-off Date" shall mean the 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 Trustee on or prior to the Closing
Date, and (ii) the Subsequent
Mortgage Loans identified on the schedule
of Subsequent Mortgage Loans set
forth in Annex A to each related Subsequent
Transfer Agreement for which all
or a portion of the related Mortgage File
is not delivered to the Trustee on
or prior to the related Subsequent Transfer
Date. The Depositor shall deliver
(or cause delivery of) the Mortgage Files
to the Trustee: (A) with respect to
at least 50% of the Initial Mortgage Loans,
not later than the Closing Date
and with respect to at least 10% of the
Subsequent Mortgage Loans conveyed on
a Subsequent Transfer Date, not later than
such Subsequent Transfer Date, (B)
with respect to at least an additional 40%
of the Initial Mortgage Loans, not
later than 20 days after the Closing
26
<PAGE>
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
Trustee as provided in Section 2.01,
Countrywide Home Loans, Inc. shall hold
such files as agent and in trust for
the Trustee.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced
by
a Replacement Mortgage Loan.
Delinquent: A Mortgage Loan is "delinquent" if any payment due
thereon is not made pursuant to the terms
of such Mortgage Loan by the close
of business on the day such payment is
scheduled to be due. A Mortgage Loan is
"30 days delinquent" if such payment has
not been received by the close of
business on the corresponding day of the
month immediately succeeding the
month in which such payment was due, or, if
there is no such corresponding day
(e.g., as when a 30-day month follows a
31-day month in which a payment was
due on the 31st day of such month), then on
the last day of such immediately
succeeding month. Similarly for "60 days
delinquent," "90 days delinquent" and
so on.
Denomination: With respect to each Certificate, the amount set
forth
on the face thereof as the "Initial
Certificate Balance of this Certificate"
or, if not the foregoing, the Percentage
Interest appearing on the face
thereof, as applicable.
Depositor: CWABS, Inc., a Delaware corporation, or its successor
in
interest.
Depository: The initial Depository shall be The Depository
Trust
Company, the nominee of which is Cede &
Co., or any other organization
registered as a "clearing agency" pursuant
to Section 17A of the Securities
Exchange Act of 1934, as amended. The
Depository shall initially be the
registered Holder of the Book-Entry
Certificates. The Depository shall at all
times be a "clearing corporation" as
defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New
York.
Depository Agreement: With respect to the Book-Entry
Certificates,
the agreement among the Depositor and the
initial Depository, dated as of the
Closing Date, substantially in the form of
Exhibit O.
Depository Participant: A broker, dealer, bank or other
financial
institution or other person for whom from
time to time a Depository effects
book-entry transfers and pledges of
securities deposited with the Depository.
Determination Date: With respect to any Distribution Date, the
15th
day of the month of such Distribution Date
or, if such 15th day is not a
Business Day, the immediately preceding
Business Day.
Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to
Section 3.05(c) in the name of the
Trustee for the benefit of the
Certificateholders and designated "The Bank of
New York, in trust for registered Holders
of
27
<PAGE>
CWABS, Inc., Asset-Backed Certificates,
Series 2005-13". Funds in the
Distribution Account shall be held in trust
for the Certificateholders for the
uses and purposes set forth in this
Agreement.
Distribution Account Deposit Date: As to any Distribution Date,
1:00
p.m. Pacific time on the Business Day
immediately preceding such Distribution
Date.
Distribution Date: The 25th day of each month, or if such day is
not
a Business Day, on the first Business Day
thereafter, commencing in December
2005.
Due Date: With respect to any Mortgage Loan and Due Period, the
due
date for Scheduled Payments of interest
and/or principal on that Mortgage Loan
occurring in such Due Period as provided in
the related Mortgage Note.
Due Period: With respect to any Distribution Date, the period
beginning on the second day of the calendar
month preceding the calendar month
in which such Distribution Date occurs and
ending on the first day of the
month in which such Distribution Date
occurs.
Eligible Account: Any of (i) an account or accounts maintained
with
a federal or state chartered depository
institution or trust company, the
long-term unsecured debt obligations and
short-term unsecured debt obligations
of which (or, in the case of a depository
institution or trust company that is
the principal subsidiary of a holding
company, the debt obligations of such
holding company, if Moody's is not a Rating
Agency) are rated by each Rating
Agency in one of its two highest long-term
and its highest short-term rating
categories respectively, at the time any
amounts are held on deposit therein,
or (ii) an account or accounts in a
depository institution or trust company in
which such accounts are insured by the FDIC
(to the limits established by the
FDIC) and the uninsured deposits in which
accounts are otherwise secured such
that, as evidenced by an Opinion of Counsel
delivered to the Trustee and to
each Rating Agency, the Certificateholders
have a claim with respect to the
funds in such account or a perfected first
priority security interest against
any collateral (which shall be limited to
Permitted Investments) securing such
funds that is superior to claims of any
other depositors or creditors of the
depository institution or trust company in
which such account is maintained,
or (iii) a trust account or accounts
maintained with the corporate trust
department of a federal or state chartered
depository institution or trust
company having capital and surplus of not
less than $50,000,000, acting in its
fiduciary capacity or (iv) any other
account acceptable to the Rating Agencies
without reduction or withdrawal of their
then-current ratings of the
Certificates (without regard to the Class
AF-5 Policy, in the case of the
Class AF-5 Certificates) as evidenced by a
letter from each Rating Agency to
the Trustee. Eligible Accounts may bear
interest, and may include, if
otherwise qualified under this definition,
accounts maintained with the
Trustee.
Eligible Repurchase Month: As defined in Section 3.12(d)
hereof.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that
meets the applicable requirements of
the Underwriter's Exemption.
28
<PAGE>
ERISA-Restricted Certificates: The Class A-R Certificates, Class
P
Certificates, Class C Certificates and
Certificates of any Class that ceases
to satisfy the applicable rating
requirement under the Underwriter's
Exemption.
Escrow Account: As defined in Section 3.06 hereof.
Event of Default: As defined in Section 7.01 hereof.
Excess Proceeds: With respect to any Liquidated Mortgage Loan,
the
amount, if any, by which the sum of any
Liquidation Proceeds and Subsequent
Recoveries are in excess of the sum of (i)
the unpaid principal balance of
such Liquidated Mortgage Loan as of the
date of liquidation of such Liquidated
Mortgage Loan plus (ii) interest at the
Mortgage Rate from the Due Date as to
which interest was last paid or advanced to
Certificateholders (and not
reimbursed to the Master Servicer) up to
the Due Date in the month in which
Liquidation Proceeds are required to be
distributed on the Stated Principal
Balance of such Liquidated Mortgage Loan
outstanding during each Due Period as
to which such interest was not paid or
advanced.
Expense Fee Rate: With respect to any Mortgage Loan, the sum of
(i)
the Servicing Fee Rate, (ii) the Trustee
Fee Rate and (iii) with respect to
any Mortgage Loan covered by a lender paid
mortgage insurance policy, the
related mortgage insurance policy.
Extra Principal Distribution Amount: With respect to any
Distribution Date and (A) Loan Group 1, the
lesser of (1) the Fixed Rate
Overcollateralization Deficiency Amount and
(2) the sum of the Fixed Rate Loan
Group Excess Cashflow and Fixed Rate Loan
Group Credit Comeback Excess
Cashflow available for payment thereof and
(B) each of Loan Group 2 and Loan
Group 3, the lesser of (1) the Adjustable
Rate Overcollateralization
Deficiency Amount and (2) the Adjustable
Rate Loan Group Excess Cashflow and
Adjustable Rate Loan Group Credit Comeback
Excess Cashflow available for
payment thereof, to be allocated between
Loan Group 2 and Loan Group 3, pro
rata, based on the Principal Remittance
Amount for each such Loan Group for
such Distribution Date.
Fannie Mae: The Federal National Mortgage Association, a
federally
chartered and privately owned corporation
organized and existing under the
Federal National Mortgage Association
Charter Act, or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
Fiscal Agent: As defined in the Class AF-5 Policy.
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.
Fixed Rate Certificates: The Class AF-2, Class AF-3, Class
AF-4,
Class AF-5, Class AF-6, Class MF-1, Class
MF-2, Class MF-3, Class MF-4, Class
MF-5, Class MF-6, Class MF-7, Class MF-8
and Class BF Certificates.
29
<PAGE>
Fixed Rate Cumulative Loss Trigger Event: With respect to a
Distribution Date on or after the Fixed
Rate Stepdown Date, a Fixed Rate
Cumulative Loss Trigger Event occurs if (x)
the aggregate amount of Realized
Losses on the Mortgage Loans in Loan Group
1 from the Cut-off Date for each
such Mortgage Loan to (and including) the
last day of the related Due Period
(reduced by the aggregate amount of any
Subsequent Recoveries related to Loan
Group 1 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 in Loan Group 1
and the Group 1 Pre-Funded Amount, as set
forth below:
<TABLE>
<CAPTION>
Distribution Date
Percentage
-----------------
----------
<S>
<C>
December 2007 -- November 2008..................... 0.65% with respect to December
2007, plus
an additional 1/12th of 0.90% for each
month thereafter through November 2008
December 2008 -- November 2009..................... 1.55% with respect to December
2008, plus
an additional 1/12th of 1.05% for each
month thereafter through November 2009
December 2009 -- November 2010..................... 2.60% with respect to December
2009, plus
an additional 1/12th of 0.85% for each
month thereafter through November 2010
December 2010 -- November 2011..................... 3.45% with respect to December
2010, plus
an additional 1/12th of 0.65% for each
month thereafter through November 2011
December 2011 and thereafter...................... 4.10%
</TABLE>
Fixed Rate Delinquency Trigger Event: With respect to any
Distribution Date on or after the Fixed
Rate Stepdown Date, a Fixed Rate
Delinquency Trigger Event exists if the
Rolling Sixty-Day Delinquency Rate for
Outstanding Mortgage Loans in Loan Group 1
equals or exceeds the product of
(x) the Fixed Rate Senior Enhancement
Percentage for such Distribution Date
and (y) the applicable percentage listed
below for the most senior class of
outstanding Class AF Certificates and Fixed
Rate Subordinate Certificates:
Class
Percentage
Class AF........................
45.50%
Class MF-1......................
54.23%
Class MF-2......................
66.01%
Class MF-3......................
75.98%
Class MF-4......................
88.02%
Class MF-5......................
101.94%
Class MF-6......................
122.02%
Class MF-7......................
145.11%
Class MF-8......................
177.00%
30
<PAGE>
Class
Percentage
Class BF........................
226.86%
Fixed Rate Excess Overcollateralization Amount: With respect to
any
Distribution Date, an amount equal to the
excess, if any, of the Fixed Rate
Overcollateralized Amount for such
Distribution Date over the Fixed Rate
Overcollateralization Target Amount for
such Distribution Date.
Fixed Rate Loan Group Credit Comeback Excess Cashflow: With
respect
to any Distribution Date, any amounts in
the Credit Comeback Excess Account in
respect of Loan Group 1 available for such
Distribution Date.
Fixed Rate Loan Group Excess Cashflow: With respect to any
Distribution Date the sum of (i) the amount
remaining after the distribution
of interest to Certificateholders and the
payment of the Class AF-5 Premium
and any Class AF-5 Reimbursement Amount to
the Class AF-5 Insurer, in each
case for such Distribution Date pursuant to
Section 4.04(a)(iv), (ii) the
amount remaining after the distribution of
principal to Certificateholders and
the payment of any unpaid Class AF-5
Premium and any unpaid Class AF-5
Reimbursement Amount to the Class AF-5
Insurer, in each case for such
Distribution Date pursuant to Section
4.04(c)(1)(C) or 4.04(c)(2)(D), and
(iii) the Fixed Rate Overcollateralization
Reduction Amount for such
Distribution Date, if any.
Fixed Rate Net Rate Cap: For any Distribution Date, the
weighted
average Adjusted Net Mortgage Rate on 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 in the case of the Class
AF-1 Certificates only, 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.
Fixed Rate Mortgage Loans: The Mortgage Loans identified in the
Mortgage Loan Schedule as having a Mortgage
Rate which is fixed for the life
of the related Mortgage and any Credit
Comeback Loans, including in each case
any Mortgage Loans delivered in replacement
thereof.
Fixed Rate OC Floor: An amount equal to 0.50% of the sum of the
aggregate Cut-off Date Principal Balance of
the Initial Mortgage Loans in Loan
Group 1 and the Group 1 Pre-Funded
Amount.
Fixed Rate Overcollateralization Deficiency Amount: With respect
to
any Distribution Date, the amount, if any,
by which the Fixed Rate
Overcollateralization Target Amount exceeds
the Fixed Rate 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)
for Loan Group 1 on such Distribution
Date).
31
<PAGE>
Fixed Rate Overcollateralization Reduction Amount: With respect
to
any Distribution Date, an amount equal to
the lesser of (i) the Fixed Rate
Excess Overcollateralization Amount for
such Distribution Date and (ii) the
Principal Remittance Amount for Loan Group
1 for such Distribution Date.
Fixed Rate Overcollateralization Target Amount: With respect to
any
Distribution Date (a) prior to the Fixed
Rate Stepdown Date, an amount equal
to 3.55% of the sum of the aggregate
Cut-off Date Principal Balance of the
Initial Mortgage Loans in Loan Group 1 and
the Group 1 Pre-Funded Amount and
(b) on or after the Fixed Rate Stepdown
Date, the greater of (i) an amount
equal to 7.10% of the aggregate Stated
Principal Balance of the Mortgage Loans
in Loan Group 1 for the current
Distribution Date and (ii) the Fixed Rate OC
Floor; provided, however, that if a Fixed
Rate Trigger Event is in effect on
any Distribution Date, the Fixed Rate
Overcollateralization Target Amount will
be the Fixed Rate Overcollateralization
Target Amount as in effect for the
prior Distribution Date.
Fixed Rate 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 in Loan Group 1 for such
Distribution Date and any amount on deposit
in the Pre-Funding Account in
respect of Loan Group 1 exceeds (y) the
aggregate Certificate Principal
Balance of the Class AF Certificates and
the Fixed Rate Subordinate
Certificates as of such Distribution Date
(after giving effect to distribution
of the Principal Remittance Amount for Loan
Group 1 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 in respect of Loan
Group 1).
Fixed Rate Senior Enhancement Percentage: With respect to a
Distribution Date on or after the Fixed
Rate 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 in Loan Group 1
for the preceding Distribution Date over
(b) (i) before the Certificate
Principal Balances of the Class AF
Certificates have been reduced to zero, the
sum of the Certificate Principal Balances
of the Class AF Certificates, or
(ii) after such time, the Certificate
Principal Balance of the most senior
Class of Fixed Rate 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 in Loan Group 1 for
the preceding Distribution Date.
Fixed Rate Subordinate Class Principal Distribution Amount:
With
respect to any Distribution Date and any
Class of Fixed Rate Subordinate
Certificates the excess of (1) the sum of
(a) the aggregate Certificate
Principal Balance of the Class AF
Certificates (after taking into account
distribution of the Class AF Principal
Distribution Amount for such
Distribution Date), (b) the aggregate
Certificate Principal Balance of any
Class(es) of Fixed Rate Subordinate
Certificates that are senior to the
subject Class (in each case, after taking
into account distribution of the
Fixed Rate Subordinate Class Principal
Distribution Amount(s) for such senior
Class(es) of Certificates for such
Distribution Date), and (c) the Certificate
Principal Balance of such Class of Fixed
Rate Subordinate Certificates
immediately prior to the subject
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
32
<PAGE>
the Mortgage Loans in Loan Group 1 for such
Distribution Date and (b) the
aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 1 for
such Distribution Date minus the Fixed Rate
OC Floor; provided, however, that
if such Class of Fixed Rate Subordinate
Certificates is the only Class of
Fixed Rate Subordinate Certificates
outstanding on such Distribution Date,
that Class will be entitled to receive the
entire remaining Principal
Distribution Amount for Loan Group 1 until
the Certificate Principal Balance
thereof is reduced to zero.
Fixed Rate Stepdown Date: The earlier to occur of: (1) the
Distribution Date on which the aggregate
Certificate Principal Balance of the
Class AF Certificates is reduced to zero,
and (2) the later to occur of (x)
the Distribution Date in December 2008 and
(y) the first Distribution Date on
which the aggregate Certificate Principal
Balance of the Class AF Certificates
(after calculating anticipated
distributions on such Distribution Date) is
less than or equal to 64.60% of the
aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 1 for such
Distribution Date.
Fixed Rate Subordinate Certificates: The Class MF-1, Class
MF-2,
Class MF-3, Class MF-4, Class MF-5, Class
MF-6, Class MF-7, Class MF-8 and
Class BF Certificates.
Fixed Rate Trigger Event: With respect to any Distribution Date
on
or after the Fixed Rate Stepdown Date,
either a Fixed Rate Delinquency Trigger
Event with respect to that Distribution
Date or a Fixed Rate Cumulative Loss
Trigger Event with respect to that
Distribution Date.
Freddie Mac: The Federal Home Loan Mortgage Corporation, a
corporate
instrumentality of the United States
created and existing under Title III of
the Emergency Home Finance Act of 1970, as
amended, or any successor thereto.
Funding Period: The period from the Closing Date to and
including
the earlier to occur of (x) the date the
amount in the Pre-Funding Account is
less than $175,000 and (y) December 30,
2005.
Gross Margin: The percentage set forth in the related Mortgage
Note
to be added to the Index for use in
determining the Mortgage Rate for each
Adjustable Rate Mortgage Loan on each of
its Adjustment Dates.
Group 1 Mortgage Loans: The group of Mortgage Loans identified
in
the related Mortgage Loan Schedule as
"Group 1 Mortgage Loans", including in
each case any Mortgage Loans delivered in
replacement thereof.
Group 1 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent
Mortgage Loans as Group 1 Mortgage Loans
on the Closing Date, which shall equal
$207.43.
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.
33
<PAGE>
Group 2 Overcollateralization Reduction Amount: With respect to
any
Distribution Date, the Adjustable Rate
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 2 and Loan Group 3 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
$399.04.
Group 3 Mortgage Loans: The group of Mortgage Loans identified
in
the related Mortgage Loan Schedule as
"Group 3 Mortgage Loans", including in
each case any Mortgage Loans delivered in
replacement thereof.
Group 3 Overcollateralization Reduction Amount: With respect to
any
Distribution Date, the Adjustable Rate
Overcollateralization Reduction Amount
for such Distribution Date multiplied by a
fraction, the numerator of which is
the Principal Remittance Amount for Loan
Group 3 for such Distribution Date,
and the denominator of which is the
aggregate Principal Remittance Amount for
Loan Group 2 and Loan Group 3 for such
Distribution Date.
Group 3 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent
Mortgage Loans as Group 3 Mortgage Loans
on the Closing Date, which shall equal
$0.00.
Group Net Rate Cap. With respect to Loan Group 2, the Class
2-AV-1
Net Rate Cap, and with respect to Loan
Group 3, the Class 3-AV Net Rate Cap.
Index: As to any Adjustable Rate Mortgage Loan on any
Adjustment
Date related thereto, the index for the
adjustment of the Mortgage Rate set
forth as such in the related Mortgage Note,
such index in general being the
average of the London interbank offered
rates for six-month U.S. dollar
deposits in the London market, as set forth
in The Wall Street Journal, as
most recently announced as of a date 45
days prior to such Adjustment Date or,
if the Index ceases to be published in The
Wall Street Journal or becomes
unavailable for any reason, then the Index
shall be a new index selected by
the Master Servicer, based on comparable
information.
Initial Adjustment Date: As to any Adjustable Rate Mortgage
Loan,
the first Adjustment Date following the
origination of such Mortgage Loan.
Initial Certificate Account Deposit: An amount equal to the
aggregate of all amounts in respect of (i)
principal of the Initial Mortgage
Loans due after the Initial Cut-off Date
and received by the Master Servicer
before the Closing Date and not applied in
computing the Cut-off Date
Principal Balance thereof and (ii) interest
on the Initial Mortgage Loans due
after the Initial Cut-off Date and received
by the Master Servicer before the
Closing Date.
34
<PAGE>
Initial Certificate Principal Balance: With respect to any
Certificate (other than the Class C
Certificates) the Certificate Principal
Balance of such Certificate or any
predecessor Certificate on the Closing
Date.
Initial Cut-off Date: In the case of any Initial Mortgage Loan,
the
later of (x) November 1, 2005 and (y) the
date of origination of such Mortgage
Loan.
Initial Mortgage Loan: A Mortgage Loan conveyed to the Trustee
on
the Closing Date pursuant to this Agreement
as identified on the Mortgage Loan
Schedule delivered to the Trustee on the
Closing Date.
Initial Mortgage Rate: As to each Adjustable Rate Mortgage Loan,
the
Mortgage Rate in effect prior to the
Initial Adjustment Date.
Initial Periodic Rate Cap: With respect to each Adjustable Rate
Mortgage Loan, the percentage specified in
the related Mortgage Note that
limits the permissible increase or decrease
in the Mortgage Rate on its
initial Adjustment Date.
Insolvency Proceeding: As defined in Section 4.06(h).
Insurance Policy: With respect to any Mortgage Loan included in
the
Trust Fund, any insurance policy, including
all riders and endorsements
thereto in effect with respect to such
Mortgage Loan, including any
replacement policy or policies for any
Insurance Policy.
Insurance Proceeds: Proceeds paid in respect of the Mortgage
Loans
(other than by the Class AF-5 Insurer under
the Class AF-5 Policy) pursuant to
any Insurance Policy or any other insurance
policy covering a Mortgage Loan,
to the extent such proceeds are payable to
the mortgagee under the Mortgage,
the Master Servicer or the trustee under
the deed of trust and are not applied
to the restoration of the related Mortgaged
Property or released to the
Mortgagor in accordance with the procedures
that the Master Servicer would
follow in servicing mortgage loans held for
its own account, in each case
other than any amount included in such
Insurance Proceeds in respect of
Insured Expenses and received prior to such
Mortgage Loan becoming a
Liquidated Mortgage Loan.
Insured Expenses: Expenses covered by an Insurance Policy or
any
other insurance policy with respect to the
Mortgage Loans.
Insured Payment: As defined in the Class AF-5 Policy.
Interest Bearing Certificates: The Fixed Rate Certificates and
the
Adjustable Rate 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.
35
<PAGE>
Interest Determination Date: With respect to the first Accrual
Period for the Adjustable Rate
Certificates, November 17, 2005. With respect
to any Accrual Period for the Adjustable
Rate Certificates thereafter, the
second LIBOR Business Day preceding the
commencement of such Accrual Period.
Interest Funds: With respect to any Distribution Date and Loan
Group, the Interest Remittance Amount for
such Loan Group and Distribution
Date, less the portion of the Trustee Fee
for such Distribution Date allocable
to such Loan Group.
Interest Remittance Amount: With respect to the Mortgage Loans
in
each Loan Group and any Distribution Date,
(x) the sum, without duplication,
of (i) all scheduled interest collected
during the related Due Period (for the
avoidance of doubt, other than Credit
Comeback Excess Amounts) with respect to
the related Mortgage Loans less the related
Servicing Fee, (ii) all interest
on prepayments received during the related
Prepayment Period with respect to
such Mortgage Loans, other than Prepayment
Interest Excess, (iii) all related
Advances relating to interest with respect
to such Mortgage Loans, (iv) all
related Compensating Interest with respect
to such Mortgage Loans, (v)
Liquidation Proceeds with respect to such
Mortgage Loans collected during the
related Due Period (to the extent such
Liquidation Proceeds relate to
interest) and (vi) the related Seller
Shortfall Interest Requirement, less (y)
all reimbursements to the Master Servicer
during the related Due Period for
Advances of interest previously made
allocable to such Loan Group.
Investment Letter: As defined in Section 5.02(b).
Last Scheduled Distribution Date: With respect to the Class
AF-5
Certificates and the Class AF-5 Policy, the
Distribution Date occurring in
April 2036.
Latest Possible Maturity Date: The Distribution Date following
the
third anniversary of the scheduled maturity
date of the Mortgage Loan having
the latest scheduled maturity date as of
the Cut-off Date.
LIBOR Business Day: Any day on which banks in the City of
London,
England and New York City, U.S.A. are open
and conducting transactions in
foreign currency and exchange.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan that has been
liquidated through deed-in-lieu of
foreclosure, foreclosure sale, trustee's
sale or other realization as provided
by applicable law governing the real
property subject to the related Mortgage
and any security agreements and as to which
the Master Servicer has certified
in the related Prepayment Period that it
has received all amounts it expects
to receive in connection with such
liquidation.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or
complete liquidation of Mortgage
Loans, whether through trustee's sale,
foreclosure sale or otherwise or
amounts received in connection with any
condemnation or partial release of a
Mortgaged Property and any other proceeds
received in connection with an REO
Property received in connection with or
prior to such Mortgage Loan becoming a
Liquidated Mortgage Loan (other than the
amount of such net proceeds
representing any profit
36
<PAGE>
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: Any of Loan Group 1, Loan Group 2 or Loan Group 3.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 1 Net Rate Cap: As defined in the Preliminary
Statement.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 2 Net Rate Cap: As defined in the Preliminary
Statement.
Loan Group 3: The Group 3 Mortgage Loans.
Loan Group 3 Net Rate Cap: As defined in the Preliminary
Statement.
Loan Number and Borrower Identification Mortgage Loan Schedule:
With
respect to any Subsequent Transfer Date,
the Loan Number and Borrower
Identification Mortgage Loan Schedule
delivered in connection with such
Subsequent Transfer Date pursuant to
Section 2.01(f). Each Loan Number and
Borrower Identification Mortgage Loan
Schedule shall contain the information
specified in the definition of "Mortgage
Loan Schedule" with respect to the
Subsequent Mortgage Loans conveyed on such
Subsequent Transfer Date, and each
Loan Number and Borrower Identification
Mortgage Loan Schedule shall be deemed
to be included in the Mortgage Loan
Schedule.
Loan-to-Value Ratio: The fraction, expressed as a percentage,
the
numerator of which is the original
principal balance of the related Mortgage
Loan and the denominator of which is the
Appraised Value of the related
Mortgaged Property.
Majority
Holder: The Holders of Certificates evidencing at least 51%
of the Voting Rights allocated to such
Class of Certificates.
Margin: With respect to any Accrual Period and Class of
Adjustable
Rate Certificates, the per annum rate
indicated in the following table:
---------------------------------- ---------------
-----------------
Class
Margin (1)
Margin (2)
---------------------------------- ---------------
-----------------
Class
AF-1....................
0.130%
0.130%
---------------------------------- ---------------
-----------------
Class
2-AV-1..................
0.230%
0.460%
---------------------------------- ---------------
-----------------
Class
3-AV-1..................
0.090%
0.180%
---------------------------------- ---------------
-----------------
Class
3-AV-2..................
0.170%
0.340%
---------------------------------- ---------------
-----------------
Class
3-AV-3..................
0.250%
0.500%
---------------------------------- ---------------
-----------------
Class
3-AV-4..................
0.340%
0.680%
---------------------------------- ---------------
-----------------
Class
MV-1....................
0.440%
0.660%
---------------------------------- ---------------
-----------------
Class
MV-2....................
0.460%
0.690%
---------------------------------- ---------------
-----------------
Class
MV-3....................
0.490%
0.735%
---------------------------------- ---------------
-----------------
Class
MV-4....................
0.600%
0.900%
---------------------------------- ---------------
-----------------
37
<PAGE>
---------------------------------- ---------------
-----------------
Class
Margin (1)
Margin (2)
---------------------------------- ---------------
-----------------
Class
MV-5....................
0.650%
0.975%
---------------------------------- ---------------
-----------------
Class
MV-6....................
0.700%
1.050%
---------------------------------- ---------------
-----------------
Class
MV-7....................
1.400%
2.100%
---------------------------------- ---------------
-----------------
Class
MV-8....................
2.000%
3.000%
---------------------------------- ---------------
-----------------
Class
BV......................
2.100%
3.150%
---------------------------------- ---------------
-----------------
(1) For any Accrual Period relating to
any Distribution Date occurring on or
prior to the
Optional Termination Date.
(2) For any Accrual Period relating to
any Distribution Date occurring after
the Optional
Termination Date.
Master Servicer: Countrywide Home Loans Servicing LP, a Texas
limited partnership, and its successors and
assigns, in its capacity as master
servicer hereunder.
Master Servicer Advance Date: As to any Distribution Date, the
Business Day immediately preceding such
Distribution Date.
Master Servicer Prepayment Charge Payment Amount: The amounts
(i)
payable by the Master Servicer in respect
of any Prepayment Charges waived
other than in accordance with the standard
set forth in the first sentence of
Section 3.20(a), 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 Adjustable Rate
Mortgage
Loan, the maximum rate of interest set
forth as such in the related Mortgage
Note.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation
organized and existing under the laws of
the State of Delaware, or any
successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on
the
MERS(R) System.
MERS(R) System: The system of recording transfers of mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage
Loan.
Minimum Mortgage Rate: With respect to each Adjustable Rate
Mortgage
Loan, the minimum rate of interest set
forth as such in the related Mortgage
Note.
Modified Adjustable Rate Subordinate Net Rate Cap: With respect
to
any Distribution Date, the weighted average
of the Loan Group 2 Net Rate Cap
and Loan Group 3 Net Rate Cap weighted on
the basis of the respective Adjusted
Subordinate Component Balance of their
corresponding Loan Groups. For federal
income tax purposes, the Modified
Adjustable Rate Subordinate Net Rate Cap
will be the Calculation Rate in respect of
the SW-C and SW-D Interests.
Modified Mortgage Loan: As defined in Section 3.12(a).
38
<PAGE>
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: Moody's Investors Service, Inc. and its successors.
Mortgage: The mortgage, deed of trust or other instrument creating
a
first lien on or first priority ownership
interest in an estate in fee simple
in real property securing a Mortgage
Note.
Mortgage File: The mortgage documents listed in Section 2.01
hereof
pertaining to a particular Mortgage Loan
and any additional documents
delivered to the Trustee to be added to the
Mortgage File pursuant to this
Agreement.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time
to
time amended by the Master Servicer to
reflect the deletion of Liquidated
Mortgage Loans and Deleted Mortgage Loans
and the addition of (x) Replacement
Mortgage Loans pursuant to the provisions
of this Agreement and (y) Subsequent
Mortgage Loans pursuant to the provisions
of this Agreement and any Subsequent
Transfer Agreement) transferred to the
Trustee as part of the Trust Fund and
from time to time subject to this
Agreement, attached hereto as Exhibit F-1,
setting forth in the following information
with respect to each Mortgage Loan:
(i) the
loan number;
(ii) the Loan
Group;
(iii) the Appraised
Value;
(iv) the Initial
Mortgage Rate;
(v) the
maturity date;
(vi) the
original principal balance;
(vii) the Cut-off Date
Principal Balance;
(viii) the first payment date of the Mortgage Loan;
(ix) the
Scheduled Payment in effect as of the Cut-off Date;
(x) the
Loan-to-Value Ratio at origination;
(xi) a code
indicating whether the residential dwelling at
the time of origination was represented to be owner-occupied;
(xii) a code
indicating whether the residential dwelling is
either (a) a detached single-family dwelling, (b) a two-family
residential property, (c) a three-
39
<PAGE>
family residential property, (d) a four-family residential
property,
(e) planned unit development, (f) a low-rise condominium unit, (g)
a
high-rise condominium unit or (h) manufactured housing;
(xiii) a code indicating whether such Mortgage Loan is a Credit
Comeback Loan;
(xiv) [Reserved];
(xv)
[Reserved];
(xvi) the purpose of
the Mortgage Loan;
(xvii) with respect to each Adjustable Rate Mortgage Loan:
(a) the
frequency of each Adjustment Date;
(b) the
next Adjustment Date;
(c) the Maximum Mortgage
Rate;
(d) the
Minimum Mortgage Rate;
(e) the
Mortgage Rate as of the Cut-off Date;
(f) the
related Initial Periodic Rate Cap and Subsequent
Periodic Rate Cap; and
(g) the
Gross Margin;
(xviii) a code indicating whether the Mortgage Loan is a CHL
Mortgage Loan, a Park Monaco Mortgage Loan or a Park
Sienna Mortgage Loan;
(xix) the premium rate
for any lender-paid mortgage insurance,
if applicable; and
(xx) a code
indicating whether the Mortgage Loan is a Fixed
Rate Mortgage Loan or an Adjustable Rate Mortgage Loan.
Such schedule shall also set forth the
total of the amounts described under
(vii) above for all of the Mortgage Loans
and for each Loan Group. The
Mortgage Loan Schedule shall be deemed to
include each Loan Number and
Borrower Identification Mortgage Loan
Schedule delivered pursuant to Section
2.01(f) 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
40
<PAGE>
held being identified in the Mortgage Loan
Schedule, notwithstanding
foreclosure or other acquisition of title
of the related Mortgaged Property.
Any mortgage loan that was intended by the
parties hereto to be transferred to
the Trust Fund as indicated by such
Mortgage Loan Schedule which is in fact
not so transferred for any reason,
including a breach of the representation
contained in Section 2.02 hereof, shall
continue to be a Mortgage Loan
hereunder until the Purchase Price with
respect thereto has been paid to the
Trust Fund.
Mortgage Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of
a Mortgagor under a Mortgage Loan.
Mortgage Pool: The aggregate of the Mortgage Loans identified in
the
Mortgage Loan Schedule.
Mortgage Rate: The annual rate of interest borne by a Mortgage
Note
from time to time; provided, however, the
Mortgage Rate for each Credit
Comeback Loan shall be treated for all
purposes of payments on the
Certificates, including the calculation of
the Pass-Through Rates and the
applicable Net Rate Cap, as reduced by
0.375% on the Due Date following the
end of each of the first four annual
periods after the origination date,
irrespective of whether the Mortgagor
qualifies for the reduction by having a
good payment history.
Mortgaged Property: The underlying property securing a Mortgage
Loan.
Mortgagor: The obligors on a Mortgage Note.
NAS Factor: For any Distribution Date set forth below, the
percentage set forth in the following
table:
Distribution
Date
Percentage
----------------------------------------------------- -----------------
December 2005 --
November 2008......................
0%
December 2008 --
November 2010......................
45%
December 2010 --
November 2011......................
80%
December 2011 --
November 2012......................
100%
December 2012
and thereafter........................
300%
NAS Principal Distribution Amount: For any Distribution Date,
an
amount equal to the product of (i) the
Class AF-6 Portion for such
Distribution Date, (ii) any amounts
distributed to the Class AF Certificates
pursuant to Section 4.04(c), 4.04(e)(1) and
4.04(f)(4) for such Distribution
Date and (iii) the NAS Factor for such
Distribution Date.
Net Mortgage Rate: As to each Mortgage Loan, and at any time,
the
per annum rate equal to the Mortgage Rate
less the Servicing Fee Rate.
Net Rate Cap: With respect to any Distribution Date, (i) with
respect to each Class of Class AF
Certificates (other than the Class AF-5
Certificates) and the Fixed Rate
Subordinate Certificates, the Fixed Rate Net
Rate Cap, (ii) with respect to the Class
AF-5 Certificates, the Fixed Rate Net
Rate Cap less the Class AF-5 Policy Premium
Rate, (iii) with respect to the
Class 2-AV-1 Certificates, the Class 2-AV-1
Net Rate Cap, (iv) with respect to
each Class of Class 3-AV Certificates, the
Class 3-AV Net Rate Cap and (v)
with respect to each
41
<PAGE>
Class of Adjustable Rate Subordinate
Certificates, the Adjustable Rate
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.
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.
Officer's Certificate: A certificate (i) in the case of the
Depositor, signed by the Chairman of the
Board, the Vice Chairman of the
Board, the President, a Managing Director,
a Vice President (however
denominated), an Assistant Vice President,
the Treasurer, the Secretary, or
one of the Assistant Treasurers or
Assistant Secretaries of the Depositor,
(ii) in the case of the Master Servicer,
signed by the President, an Executive
Vice President, a Vice President, an
Assistant Vice President, the Treasurer,
or one of the Assistant Treasurers or
Assistant Secretaries of Countrywide GP,
Inc., its general partner or (iii) if
provided for in this Agreement,
42
<PAGE>
signed by a Servicing Officer, as the case
may be, and delivered to the
Depositor and the Trustee, as the case may
be, as required by this Agreement.
One-Month LIBOR: With respect to any Accrual Period for the
Adjustable Rate Certificates, the rate
determined by the Trustee on the
related Interest Determination Date on the
basis of the rate for U.S. dollar
deposits for one month that appears on
Telerate Screen Page 3750 as of 11:00
a.m. (London time) on such Interest
Determination Date; provided that the
parties hereto acknowledge that One-Month
LIBOR calculated for the first
Accrual Period for the Adjustable Rate
Certificates shall equal 4.15938% per
annum. If such rate does not appear on such
page (or such other page as may
replace that page on that service, or if
such service is no longer offered,
such other service for displaying One-Month
LIBOR or comparable rates as may
be reasonably selected by the Trustee),
One-Month LIBOR for the applicable
Accrual Period for the Adjustable Rate
Certificates will be the Reference Bank
Rate. If no such quotations can be obtained
by the Trustee and no Reference
Bank Rate is available, One-Month LIBOR
will be One-Month LIBOR applicable to
the preceding Accrual Period for the
Adjustable Rate Certificates.
Opinion of Counsel: A written opinion of counsel, who may be
counsel
for the Depositor or the Master Servicer,
reasonably acceptable to each
addressee of such opinion; provided that
with respect to Section 6.04 or
10.01, or the interpretation or application
of the REMIC Provisions, such
counsel must (i) in fact be independent of
the Depositor and the Master
Servicer, (ii) not have any direct
financial interest in the Depositor or the
Master Servicer or in any affiliate of
either and (iii) not be connected with
the Depositor or the Master Servicer as an
officer, employee, promoter,
underwriter, trustee, partner, director or
person performing similar
functions.
Optional Termination: The termination of the Trust Fund
provided
hereunder pursuant to the purchase of the
Mortgage Loans pursuant to clause
(a) of the first sentence of Section 9.01
hereof.
Optional Termination Date: The first Distribution Date on which
the
aggregate Stated Principal Balance of the
Mortgage Loans is less than or equal
to 10% of the sum of the aggregate Cut-off
Date Principal Balance of the
Initial Mortgage Loans and the Pre-Funded
Amount.
Original Value: The value of the property underlying a Mortgage
Loan
based, in the case of the purchase of the
underlying Mortgaged Property, on
the lower of an appraisal satisfactory to
the Master Servicer or the sales
price of such property or, in the case of a
refinancing, on an appraisal
satisfactory to the Master Servicer.
OTS: The Office of Thrift Supervision.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore
executed and authenticated under
this Agreement except:
(i) Certificates theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; and
43
<PAGE>
(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.
Ownership Interest: As to any Certificate, any ownership interest
in
such Certificate including any interest in
such Certificate as the Holder
thereof and any other interest therein,
whether direct or indirect, legal or
beneficial.
Park Monaco: Park Monaco Inc., a Delaware corporation, and its
successors and assigns.
Park Monaco Mortgage Loans: The Mortgage Loans identified as such
on
the Mortgage Loan Schedule for which Park
Monaco is the applicable Seller.
Park Sienna: Park Sienna LLC, a Delaware limited liability
company,
and its successors and assigns.
Park Sienna Mortgage Loans: The Mortgage Loans identified as such
on
the Mortgage Loan Schedule for which Park
Sienna is the applicable Seller.
Pass-Through Rate: With respect to any Accrual Period and each
Class
of Adjustable Rate Certificates the lesser
of (x) One-Month LIBOR for such
Accrual Period plus the Margin for such
Class and Accrual Period and (y) the
applicable Net Rate Cap for such Class and
the related Distribution Date. With
respect to any Accrual Period and each
Class of Fixed Rate Certificates, the
lesser of (x) the per annum rate set forth
in the following table for such
Class and Accrual Period and (y) the
applicable Net Rate Cap for such Class
and the related Distribution Date.
44
<PAGE>
---------------------------
------------------------- -----------------------
Class
Pass-Through Rate (1) Pass-Through Rate
(2)
---------------------------
------------------------- -----------------------
AF-2
5.294%
5.294%
---------------------------
------------------------- -----------------------
AF-3
5.430%
5.430%
---------------------------
------------------------- -----------------------
AF-4
5.805%
5.805%
---------------------------
------------------------- -----------------------
AF-5
6.052%
6.552%
---------------------------
------------------------- -----------------------
AF-6
5.661%
5.661%
---------------------------
------------------------- -----------------------
MF-1
6.083%
6.083%
---------------------------
------------------------- -----------------------
MF-2
6.133%
6.133%
---------------------------
------------------------- -----------------------
MF-3
6.182%
6.182%
---------------------------
------------------------- -----------------------
MF-4
6.200%
6.200%
---------------------------
------------------------- -----------------------
MF-5
6.200%
6.200%
---------------------------
------------------------- -----------------------
MF-6
6.200%
6.200%
---------------------------
------------------------- -----------------------
MF-7
6.200%
6.200%
---------------------------
------------------------- -----------------------
MF-8
6.200%
6.200%
---------------------------
------------------------- -----------------------
BF
6.200%
6.200%
---------------------------
------------------------- -----------------------
(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.
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.
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 (without regard to the Class AF-5 Policy, in the
case
of the Class AF-5 Certificates);
(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 (without
regard
to the Class AF-5 Policy, in the case of the Class AF-5
Certificates);
45
<PAGE>
(iv) certificates of deposit, demand or time deposits, or
bankers' acceptances issued by any depository institution or
trust
company incorporated under the laws of the United States or of
any
state thereof and subject to supervision and examination by
federal
and/or state banking authorities, provided that the commercial
paper
and/or long term unsecured debt obligations of such depository
institution or trust company (or in the case of the principal
depository institution in a holding company system, the
commercial
paper or long-term unsecured debt obligations of such holding
company, but only if Moody's is not a Rating Agency) are then
rated
one of the two highest long-term and the highest short-term
ratings
of each such Rating Agency for such securities, or such lower
ratings as each Rating Agency has confirmed in writing is
sufficient
for
the ratings originally assigned to the Certificates by such
Rating Agency (without regard to the Class AF-5 Policy, in the
case
of the Class AF-5 Certificates);
(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 (without regard to the Class AF-5 Policy,
in
the case of the Class AF-5 Certificates);
(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
(without regard to the Class AF-5 Policy, in the case of the
Class
AF-5 Certificates);
(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
(without regard to the Class AF-5 Policy, in the case of the
Class
AF-5 Certificates); 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
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assigned to the Certificates by any Rating Agency (without regard
to
the Class AF-5 Policy, in the case of the Class AF-5
Certificates),
as evidenced by a signed writing delivered by each Rating
Agency,
and reasonably acceptable to the NIM Insurer, as evidenced by a
signed writing delivered by the NIM Insurer;
provided, that no such instrument shall be
a Permitted Investment if such
instrument (i) evidences the right to
receive interest only payments with
respect to the obligations underlying such
instrument, (ii) is purchased at a
premium or (iii) is purchased at a deep
discount; provided further that no
such instrument shall be a Permitted
Investment (A) if such instrument
evidences principal and interest payments
derived from obligations underlying
such instrument and the interest payments
with respect to such instrument
provide a yield to maturity of greater than
120% of the yield to maturity at
par of such underlying obligations, or (B)
if it may be redeemed at a price
below the purchase price (the foregoing
clause (B) not to apply to investments
in units of money market funds pursuant to
clause (vii) above); provided
further that no amount beneficially owned
by any REMIC (including, without
limitation, any amounts collected by the
Master Servicer but not yet deposited
in the Certificate Account) may be invested
in investments (other than money
market funds) treated as equity interests
for Federal income tax purposes,
unless the Master Servicer shall receive an
Opinion of Counsel, at the expense
of Master Servicer, to the effect that such
investment will not adversely
affect the status of any such REMIC as a
REMIC under the Code or result in
imposition of a tax on any such REMIC.
Permitted Investments that are subject
to prepayment or call may not be purchased
at a price in excess of par.
Permitted Transferee: Any Person other than (i) the United
States,
any State or political subdivision thereof,
or any agency or instrumentality
of any of the foregoing, (ii) a foreign
government, International Organization
or any agency or instrumentality of either
of the foregoing, (iii) an
organization (except certain farmers'
cooperatives described in section 521 of
the Code) that is exempt from tax imposed
by Chapter 1 of the Code (including
the tax imposed by section 511 of the Code
on unrelated business taxable
income) on any excess inclusions (as
defined in section 860E(c)(1) of the
Code) with respect to any Class A-R
Certificate, (iv) rural electric and
telephone cooperatives described in section
1381(a)(2)(C) of the Code, (v) an
"electing large partnership" as defined in
section 775 of the Code, (vi) a
Person that is not a citizen or resident of
the United States, a corporation,
partnership, or other entity (treated as a
corporation or a partnership for
federal income tax purposes) created or
organized in or under the laws of the
United States, any state thereof or the
District of Columbia, or an estate
whose income from sources without the
United States is includible in gross
income for United States federal income tax
purposes regardless of its
connection with the conduct of a trade or
business within the United States,
or a trust if a court within the United
States is able to exercise primary
supervision over the administration of the
trust and one or more United States
Persons have authority to control all
substantial decisions of the trustor
unless such Person has furnished the
transferor and the Trustee with a duly
completed Internal Revenue Service Form
W-8ECI, and (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
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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 ss.2510.3-101 or
otherwise under ERISA) of such an employee
benefit plan or plan.
Pool Stated Principal Balance: The aggregate of the Stated
Principal
Balances of the Mortgage Loans which were
Outstanding Mortgage Loans.
Pre-Funded Amount: The amount deposited in the Pre-Funding
Account
on the Closing Date, which shall equal
$606.47.
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 2005-13." 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.
Preference Claim: As defined in Section 4.06(h).
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;
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(ii) a code indicating the type of Prepayment Charge;
(iii) the state of origination of the related Mortgage Loan;
(iv) the date on which the first monthly payment was due on the
related Mortgage Loan;
(v) the term of the related Prepayment Charge; and
(vi) the principal balance of the related Mortgage Loan as of
the Cut-off Date.
As of the Closing Date, the Prepayment Charge Schedule shall
contain
the necessary information for each Initial
Mortgage Loan. The Prepayment
Charge Schedule shall be amended by the
Master Servicer upon the sale of any
Subsequent Mortgage Loans to the Trust
Fund. In addition, the Prepayment
Charge Schedule shall be amended from time
to time by the Master Servicer in
accordance with the provisions of this
Agreement and a copy of each related
amendment shall be furnished by the Master
Servicer to the Class P and Class C
Certificateholders and the NIM Insurer.
Prepayment Interest Excess: With respect to any Distribution
Date,
for each Mortgage Loan that was the subject
of a Principal Prepayment during
the period from the related Due Date to the
end of the related Prepayment
Period, any payment of interest received in
connection therewith (net of any
applicable Servicing Fee) representing
interest accrued for any portion of
such month of receipt.
Prepayment Interest Shortfall: With respect to any Distribution
Date, for each Mortgage Loan that was the
subject of a partial Principal
Prepayment or a Principal Prepayment in
full during the period from the
beginning of the related Prepayment Period
to the Due Date in such Prepayment
Period (other than a Principal Prepayment
in full resulting from the purchase
of a Mortgage Loan pursuant to Section
2.02, 2.03, 2.04, 3.12 or 9.01 hereof)
and for each Mortgage Loan that became a
Liquidated Mortgage Loan during the
related Due Period, the amount, if any, by
which (i) one month's interest at
the applicable Net Mortgage Rate on the
Stated Principal Balance of such
Mortgage Loan immediately prior to such
prepayment (or liquidation) or in the
case of a partial Principal Prepayment on
the amount of such prepayment (or
Liquidation Proceeds) exceeds (ii) the
amount of interest paid or collected in
connection with such Principal Prepayment
or such Liquidation Proceeds.
Prepayment Period: As to any Distribution Date and related Due
Date,
the period beginning with the opening of
business on the sixteenth day of the
calendar month preceding the month in which
such Distribution Date occurs (or,
with respect to the first Distribution
Date, the period beginning with the
opening of business on the day immediately
following the Initial Cut-off Date)
and ending on the close of business on the
fifteenth day of the month in which
such Distribution Date occurs.
Prime Rate: The prime commercial lending rate of The Bank of
New
York, as publicly announced to be in effect
from time to time. The Prime Rate
shall be adjusted
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<PAGE>
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, in
the case of Loan Group 2 and Loan
Group 3, less any portion of such amount
used to cover any payment due to the
Swap Counterparty with respect to such
Distribution Date, (ii) the Extra
Principal Distribution Amount for such Loan
Group for such Distribution Date,
and (iii) with respect to the Distribution
Date immediately following the end
of the Funding Period, the amount, if any,
remaining in the Pre-Funding
Account at the end of the Funding Period
(net of any investment income
therefrom) allocable to such Loan Group,
minus (iv) (a) the Fixed Rate
Overcollateralization Reduction Amount for
such Distribution Date, in the case
of Loan Group 1, (b) the Group 2
Overcollateralization Reduction Amount for
such Distribution Date, in the case of Loan
Group 2 and (c) the Group 3
Overcollateralization Reduction Amount for
such Distribution Date, in the case
of Loan Group 3.
Principal Prepayment: Any Mortgagor payment or other recovery of
(or
proceeds with respect to) principal on a
Mortgage Loan (including loans
purchased or repurchased under Sections
2.02, 2.03, 2.04, 3.12 and 9.01
hereof) that is received in advance of its
scheduled Due Date to the extent it
is not accompanied by an amount as to
interest representing scheduled interest
due on any date or dates in any month or
months subsequent to the month of
prepayment. Partial Principal Prepayments
shall be applied by the Master
Servicer in accordance with the terms of
the related Mortgage Note.
Principal Relocation Payment: In the case of the Variable Loan
Groups and Variable Interests only, a
payment from any Loan Group to a
Subordinate WAC REMIC Interest other than a
Regular Interest corresponding to
that Loan Group as provided in the
Preliminary Statement. Principal Relocation
Payments shall be made of principal
allocations comprising the Principal
Remittance Amount from a Loan Group and
shall include a proportionate
allocation of Realized Losses from the
Mortgage Loans of such Loan Group.
Principal Remittance Amount: With respect to the Mortgage Loans
in
each Loan Group and any Distribution Date,
(a) the sum, without duplication,
of: (i) the scheduled principal collected
with respect to the Mortgage Loans
during the related Due Period or advanced
with respect to such Distribution
Date, (ii) Principal Prepayments collected
in the related Prepayment Period,
with respect to the Mortgage Loans, (iii)
the Stated Principal Balance of each
Mortgage Loan that was repurchased by a
Seller or purchased by the Master
Servicer with respect to such Distribution
Date, (iv) the amount, if any, by
which the aggregate unpaid principal
balance of any Replacement Mortgage Loans
delivered by the Sellers in connection with
a substitution of a Mortgage Loan
is less than the aggregate unpaid principal
balance of any Deleted Mortgage
Loans and (v) all Liquidation Proceeds (to
the extent such Liquidation
Proceeds related to principal) and
Subsequent Recoveries collected during the
related Due Period; less (b) all Advances
relating to principal and certain
expenses reimbursable pursuant to Section
6.03 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
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the Certificateholders and designated "The
Bank of New York in trust for
registered Holders of CWABS, Inc.,
Asset-Backed Certificates, Series 2005-13".
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 16, 2005, relating to
asset-backed securities to be sold by the
Depositor.
Prospectus Supplement: The prospectus supplement dated November
16,
2005, 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 or repurchase, as the case may be,
is effected by the Master
Servicer, the Stated Principal Balance) of
the Mortgage Loan as of the date of
such purchase, (ii) accrued interest
thereon at the applicable Mortgage Rate
(or, if such purchase or repurchase, as the
case may be, is effected by the
Master Servicer, at the Net Mortgage Rate)
from (a) the date through which
interest was last paid by the Mortgagor
(or, if such purchase or repurchase,
as the case may be, is effected by the
Master Servicer, the date through which
interest was last advanced and not
reimbursed by the Master Servicer) to (b)
the Due Date in the month in which the
Purchase Price is to be distributed to
Certificateholders and (iii) any costs,
expenses and damages incurred by the
Trust Fund resulting from any violation of
any predatory or abusive lending
law in connection with such Mortgage
Loan.
Rating Agency: Each of Moody's and S&P. If any such
organization or
its successor is no longer in existence,
"Rating Agency" shall be a nationally
recognized statistical rating organization,
or other comparable Person,
designated by the Depositor, notice of
which designation shall be given to the
Trustee. References herein to a given
rating category of a Rating Agency shall
mean such rating category without giving
effect to any modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan,
an
amount (not less than zero or more than the
Stated Principal Balance of the
Mortgage Loan) as of the date of such
liquidation, equal to (i) the Stated
Principal Balance of such Liquidated
Mortgage Loan as of the date of such
liquidation, minus (ii) the Liquidation
Proceeds, if any, received in
connection with such liquidation during the
month in which such liquidation
occurs, to the extent applied as recoveries
of principal of the Liquidated
Mortgage Loan. With respect to each
Mortgage Loan that has become the subject
of a Deficient Valuation, (i) if the value
of the related Mortgaged 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
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related Mortgage Note, and (ii) if the
principal amount due under the related
Mortgage Note has been reduced, the
difference between the principal balance
of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation
and the principal balance of the Mortgage
Loan as reduced by the Deficient
Valuation. With respect to each Mortgage
Loan that has become the subject of a
Debt Service Reduction and any Distribution
Date, the amount, if any, by which
the related Scheduled Payment was
reduced.
Record Date: With respect to any Distribution Date and the
Adjustable Rate Certificates, the Business
Day immediately preceding such
Distribution Date, or if such Certificates
are no longer Book-Entry
Certificates, the last Business Day of the
month preceding the month of such
Distribution Date. With respect to the
Fixed Rate Certificates and the Class
A-R, Class C and Class P Certificates, the
last Business Day of the month
preceding the month of a Distribution
Date.
Reference Bank Rate: With respect to any Accrual Period, the
arithmetic mean (rounded upwards, if
necessary, to the nearest whole multiple
of 0.03125%) of the offered rates for
United States dollar deposits for one
month that are quoted by the Reference
Banks as of 11:00 a.m., New York City
time, on the related Interest Determination
Date to prime banks in the London
interbank market for a period of one month
in amounts approximately equal to
the outstanding aggregate Certificate
Principal Balance of the Adjustable Rate
Certificates on such Interest Determination
Date, provided that at least two
such Reference Banks provide such rate. If
fewer than two offered rates
appear, the Reference Bank Rate will be the
arithmetic mean (rounded upwards,
if necessary, to the nearest whole multiple
of 0.03125%) of the rates quoted
by one or more major banks in New York
City, selected by the Trustee, as of
11:00 a.m., New York City time, on such
date for loans in U.S. dollars to
leading European banks for a period of one
month in amounts approximately
equal to the aggregate Certificate
Principal Balance of the Adjustable Rate
Certificates on such Interest Determination
Date.
Reference Banks: Barclays Bank PLC, Deutsche Bank and NatWest,
N.A.,
provided that if any of the foregoing banks
are not suitable to serve as a
Reference Bank, then any leading banks
selected by the Trustee which are
engaged in transactions in Eurodollar
deposits in the international
Eurocurrency market (i) with an established
place of business in London,
England, (ii) not controlling, under the
control of or under common control
with the Depositor, CHL or the Master
Servicer and (iii) which have been
designated as such by the Trustee.
Refinancing Mortgage Loan: Any Mortgage Loan originated in
connection with the refinancing of an
existing mortgage loan.
Regular Certificate: Any Certificate other than the Class A-R
Certificates.
Relief Act: The Servicemembers Civil Relief Act.
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.
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<PAGE>
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) with respect to any Fixed
Rate Mortgage Loan, have a Mortgage Rate
not less than or no more than 1% per
annum higher than the Mortgage Rate of the
Deleted Mortgage Loan and, with
respect to any Adjustable Rate Mortgage
Loan: (a) have a Maximum Mortgage Rate
no more than 1% per annum higher or lower
than the Maximum Mortgage Rate of
the Deleted Mortgage Loan; (b) have a
Minimum Mortgage Rate no more than 1%
per annum higher or lower than the Minimum
Mortgage Rate of the Deleted
Mortgage Loan; (c) have the same Index and
intervals between Adjustment Dates
as that of the Deleted Mortgage Loan; (d)
have a Gross Margin not more than 1%
per annum higher or lower than that of the
Deleted Mortgage Loan; and (e) have
an Initial Periodic Rate Cap and a
Subsequent Periodic Rate Cap each not more
than 1% lower than that of the Deleted
Mortgage Loan; (iii) have the same or
higher credit quality characteristics than
that of the Deleted Mortgage Loan;
(iv) be accruing interest at a rate not
more than 1% per annum higher or lower
than that of the Deleted Mortgage Loan; (v)
have a Loan-to-Value Ratio no
higher than that of the Deleted Mortgage
Loan; (vi) have a remaining term to
maturity not greater than (and not more
than one year less than) that of the
Deleted Mortgage Loan; (vii) not permit
conversion of the Mortgage Rate from a
fixed rate to a variable rate or vice
versa; (viii) provide for a Prepayment
Charge on terms substantially similar to
those of the Prepayment Charge, if
any, of the Deleted Mortgage Loan; (ix)
have the same occupancy type and lien
priority as the Deleted Mortgage Loan; and
(x) comply with each representation
and warranty set forth in Section 2.03 as
of the date of substitution;
provided, however, that notwithstanding the
foregoing, to the extent that
compliance with clause (x) of this
definition would cause a proposed
Replacement Mortgage Loan to fail to comply
with one or more of clauses (i),
(ii), (iv), (viii) and/or (ix) of this
definition, then such proposed
Replacement Mortgage Loan must comply with
clause (x) and need not comply with
one or more of clauses (i), (ii), (iv),
(viii) and/or (ix), to the extent, and
only to the extent, necessary to assure
that the Replacement Mortgage Loan
otherwise complies with clause (x).
Representing Party: As defined in Section 2.03(e).
Request for Document Release: A Request for Document Release
submitted by the Master Servicer to the
Trustee, substantially in the form of
Exhibit M.
Request for File Release: A Request for File Release submitted
by
the Master Servicer to the Trustee,
substantially in the form of Exhibit N.
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Required Carryover Reserve Fund Deposit: With respect to any
Distribution Date, an amount equal to the
excess of (i) $10,000 over (ii) the
amount of funds on deposit in the Carryover
Reserve Fund.
Required Distributions: As defined in the Class AF-5 Policy.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy that is required to be
maintained from time to time under
this Agreement.
Responsible Officer: When used with respect to the Trustee, any
Vice
President, any Assistant Vice President,
the Secretary, any Assistant
Secretary, any Trust Officer or any other
officer of the Trustee customarily
performing functions similar to those
performed by any of the above designated
officers and also to whom, with respect to
a particular matter, such matter is
referred because of such officer's
knowledge of and familiarity with the
particular subject.
Rolling Sixty-Day Delinquency Rate: With respect to any
Distribution
Date 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
McGraw-Hill Companies, Inc. and its
successors.
Scheduled Payment: With respect to any Mortgage Loan, the
scheduled
monthly payment of principal and/or
interest due on any Due Date on such
Mortgage Loan which is payable by the
related Mortgagor from time to time
under the related Mortgage Note,
determined: (a) after giving effect to (i)
any Deficient Valuation and/or Debt Service
Reduction with respect to such
Mortgage Loan and (ii) any reduction in the
amount of interest collectible
from the related Mortgagor pursuant to the
Relief Act 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.
Sellers: CHL, in its capacity as seller of the CHL Mortgage Loans
to
the Depositor, Park Monaco, in its capacity
as seller of the Park Monaco
Mortgage Loans to the Depositor and Park
Sienna, in its capacity as seller of
the Park Sienna Mortgage Loans to the
Depositor.
Seller Shortfall Interest Requirement: With respect to the
Distribution Date in each of December 2005
and January 2006, is the sum of:
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(a) the product of: (1) the excess of the aggregate Stated
Principal
Balances for such Distribution Date of all
the Mortgage Loans in the Mortgage
Pool (including the Subsequent Mortgage
Loans, if any) owned by the Trust Fund
at the beginning of the related Due Period,
over the aggregate Stated
Principal Balance for such Distribution
Date of such Mortgage Loans (including
such Subsequent Mortgage Loans, if any)
that have a scheduled payment of
interest due in the related Due Period, and
(2) a fraction, the numerator of
which is the weighted average Net Mortgage
Rate of all the Mortgage Loans in
the Mortgage Pool (including such
Subsequent Mortgage Loans, if any) (weighted
on the basis of the Stated Principal
Balances thereof for such Distribution
Date) and the denominator of which is 12;
and
(b) the lesser of:
(i) the product of: (1) the amount on deposit in the
Pre-Funding Account at the beginning of the
related Due Period, and (2) a
fraction, the numerator of which is the
weighted average Net Mortgage Rate of
the Mortgage Loans (including Subsequent
Mortgage Loans, if any) owned by the
Trust Fund at the beginning of the related
Due Period (weighted on the basis
of the Stated Principal Balances thereof
for such Distribution Date) and the
denominator of which is 12; and
(ii) the excess of (x) the sum of (1) the amount of Current
Interest and Interest Carry Forward Amount
due and payable on the Interest
Bearing Certificates and (2) the Class AF-5
Premium, in each case for such
Distribution Date, over (y) the sum of (A)
Interest Funds (less any portion of
Interest Funds for Loan Group 2 and Loan
Group 3 allocated to the Swap Trust
to cover any Net Swap Payment due to the
Swap Counterparty with respect to
such Distribution Date) otherwise available
to pay (1) Current Interest and
the Interest Carry Forward Amount on the
Interest Bearing Certificates and (2)
the Class AF-5 Premium, in each case for
such Distribution Date (after giving
effect to the addition of any amounts in
clause (a) of this definition of
Seller Shortfall Interest Requirement to
Interest Funds for such Distribution
Date) and (B) any Net Swap Payment received
by the Swap Contract Administrator
from the Swap Counterparty for such
Distribution Date and allocated to the
Swap Trust to pay Current Interest and
Interest Carry Forward Amounts on the
Class AV Certificates and the Adjustable
Rate Subordinate Certificates for
such Distribution Date.
Senior Certificates: The Class AF, Class AV and Class A-R
Certificates.
Servicing Advances: All customary, reasonable and necessary "out
of
pocket" costs and expenses incurred in the
performance by the Master Servicer
of its servicing obligations hereunder,
including, but not limited to, the
cost of (i) the preservation, restoration
and protection of a Mortgaged
Property, (ii) any enforcement or judicial
proceedings, including
foreclosures, (iii) the management and
liquidation of any REO Property and
(iv) compliance with the obligations under
Section 3.10.
Servicing Fee: As to each Mortgage Loan and any Distribution
Date,
an amount equal to one month's interest at
the Servicing Fee Rate on the
Stated Principal Balance of such Mortgage
Loan for the preceding Distribution
Date or, in the event of any payment of
interest that accompanies a Principal
Prepayment in full made by the Mortgagor,
interest at the Servicing
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Fee Rate on the Stated Principal Balance of
such Mortgage Loan for the period
covered by such payment of interest.
Servicing Fee Rate: With respect to each Mortgage Loan, 0.50%
per
annum.
Servicing Officer: Any officer of the Master Servicer involved
in,
or responsible for, the administration and
servicing of the Mortgage Loans
whose name and facsimile signature appear
on a list of servicing officers
furnished to the Trustee by the Master
Servicer on the Closing Date pursuant
to this Agreement, as such list may from
time to time be amended.
Sixty-Day Delinquency Rate: With respect to any Distribution
Date
and any Loan Group or Loan Groups, a
fraction, expressed as a percentage, the
numerator of which is the aggregate Stated
Principal Balance for such
Distribution Date of all Mortgage Loans in
such Loan Group or Loan Groups 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 in such Loan Group or Loan
Groups.
Stated Principal Balance: With respect to any Mortgage Loan or
related REO Property (i) as of the Cut-off
Date, the unpaid principal balance
of the Mortgage Loan as of such date
(before any adjustment to the
amortization schedule for any moratorium or
similar waiver or grace period),
after giving effect to any partial
prepayments or Liquidation Proceeds
received prior to such date and to the
payment of principal due on or prior to
such date and irrespective any delinquency
in payment by the related
Mortgagor, and (ii) as of any other
Distribution Date, the Stated Principal
Balance of the Mortgage Loan as of its
Cut-off Date, minus the sum of (a) the
principal portion of the Scheduled Payments
(x) due with respect to such
Mortgage Loan during each Due Period ending
prior to such Distribution Date
and (y) that were received by the Master
Servicer as of the close of business
on the Determination Date related to such
Distribution Date or with respect to
which Advances were made as of the Master
Servicer Advance Date related to
such Distribution Date, (b) all Principal
Prepayments with respect to such
Mortgage Loan received by the Master
Servicer during each Prepayment Period
ending prior to such Distribution Date and
(c) all Liquidation Proceeds
collected with respect to such Mortgage
Loan during each Due Period ending
prior to such Distribution Date, to the
extent applied by the Master Servicer
as recoveries of principal in accordance
with Section 3.12. 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.
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Stepdown Target Subordination Percentage: For each Class of
Subordinate Certificates, the respective
percentage indicated in the following
table:
Stepdown Target
Subordination
Percentage
-----------------------
Class
MF-1.........................
29.70%
Class
MF-2.........................
24.40%
Class
MF-3.........................
21.20%
Class
MF-4.........................
18.30%
Class
MF-5.........................
15.80%
Class
MF-6.........................
13.20%
Class
MF-7.........................
11.10%
Class
MF-8.........................
9.10%
Class
BF...........................
7.10%
Class
MV-1.........................
33.60%
Class
MV-2.........................
26.70%
Class
MV-3.........................
22.60%
Class
MV-4.........................
18.80%
Class
MV-5.........................
15.50%
Class
MV-6.........................
12.30%
Class
MV-7.........................
9.40%
Class
MV-8.........................
7.10%
Class
BV...........................
4.90%
Subordinate Certificates: The Fixed Rate Subordinate
Certificates
and the Adjustable Rate Subordinate
Certificates.
Subsequent Certificate Account Deposit: With respect to any
Subsequent Transfer Date, an amount equal
to the aggregate of all amounts in
respect of (i) principal of the related
Subsequent Mortgage Loans due after
the related Subsequent Cut-off Date and
received by the Master Servicer on or
before such Subsequent Transfer Date and
not applied in computing the Cut-off
Date Principal Balance thereof and (ii)
interest on the such Subsequent
Mortgage Loans due after such Subsequent
Cut-off Date and received by the
Master Servicer on or before the Subsequent
Transfer Date.
Subordinate Component Balance: With respect to any Distribution
Date
and for each of Loan Group 2 and Loan Group
3, the excess of the principal
balance of such Loan Group as of the first
day of the related Due Period
(after giving effect to Principal
Prepayments received in the Prepayment
Period ending during such Due Period) over
the Certificate Principal Balance
of the Class 2-AV-1 Certificates in the
case of Loan Group 2 and the Class
3-AV Certificates in the case of Loan Group
3.
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.
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Subsequent Mortgage Loan: Any Mortgage Loan conveyed to the
Trustee
on a Subsequent Transfer Date, and listed
on the related Loan Number and
Borrower Identification Mortgage Loan
Schedule delivered pursuant to Section
2.01(f). 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 Adjustable
Rate
Mortgage Loan, the percentage specified in
the related Mortgage Note that
limits permissible increases and decreases
in the Mortgage Rate on any
Adjustment Date (other than the initial
Adjustment Date).
Subsequent Recoveries: As to any Distribution Date, with respect
to
a Liquidated Mortgage Loan that resulted in
a Realized Loss in a prior
calendar month, unexpected amounts received
by the Master Servicer (net of any
related expenses permitted to be reimbursed
pursuant to Section 3.08 and 3.12)
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 Loan Number and Borrower
Identification 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
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for, over (y) the principal balance of the
related substitute Mortgage Loan,
each balance being determined as of the
date of substitution.
Swap Account: The separate Eligible Account created and
initially
maintained by the Swap Trustee pursuant to
Section 4.09.
Swap Adjustment Rate: For any Distribution Date, a fraction,
the
numerator of which is the sum of (a) the
Net Swap Payment payable to the Swap
Counterparty with respect to such
Distribution Date times a fraction, the
numerator of which is equal to 360 and the
denominator of which is equal to
the actual number of days in the related
Accrual Period and (b) 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 the denominator of which is
equal to the sum of (i) the aggregate
Stated Principal Balance of the Mortgage
Loans in Loan Group 2 and Loan Group
3 and (ii) the amount on deposit in the
Pre-Funding Account in respect of Loan
Group 2 and Loan Group 3, in each case, as
of such Distribution Date.
Swap Certificates: The Class AV Certificates and the Adjustable
Rate
Subordinate Certificates.
Swap Contract: With respect to the Swap Certificates, the
transaction evidenced by the related
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.
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 Counterparty: Bank of America, N.A. and its successors.
Swap Contract Termination Date: The Distribution Date in
November
2010.
Swap Counterparty Trigger Event: A Swap Termination Payment that
is
triggered upon (i) an "Event of Default"
under the Swap Contract with respect
to which the Swap Counterparty is the sole
"Defaulting Party" (as defined in
the Swap Contract) or (ii) a "Termination
Event" or "Additional Termination
Event" under the Swap Contract with respect
to which the Swap Counterparty is
the sole "Affected Party" (as defined in
the Swap Contract).
Swap Termination Payment: The payment payable to either party
under
the Swap Contract due to an early
termination of the Swap Contract.
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<PAGE>
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 trustee for the
benefit of the Holders of the Swap
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
trustee as may from time to time
be serving as successor trustee
hereunder.
Tax Matters Person: The person designated as "tax matters person"
in
the manner provided under Treasury
regulation ss. 1.860F-4(d) and Treasury
regulation ss. 301.6231(a)(7)-1. Initially,
this person shall be the Trustee.
Tax Matters Person Certificate: With respect to the Master
REMIC,
the Interest Shortfall REMIC, the
Subordinate WAC REMIC and the Expanding
Strip REMIC, the Class A-R Certificate with
a Denomination of $0.05 and in the
form of Exhibit E hereto.
Terminator: As defined in Section 9.01.
Three-Year Hybrid Mortgage Loan: A Mortgage Loan having a
Mortgage
Rate that is fixed for 36 months after
origination thereof before such
Mortgage Rate becomes subject to
adjustment.
Transfer: Any direct or indirect transfer or sale of any
Ownership
Interest in a Certificate.
Transfer Affidavit: As defined in Section 5.02(c).
Transferor Certificate: As defined in Section 5.02(b).
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
Credit Comeback Excess Account, the
Pre-Funding Account and all amounts
deposited therein pursuant to the
applicable provisions of this Agreement;
(iii) the rights to receive certain
proceeds of the Corridor Contract 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; (vi) the rights of the
Trustee for the benefit of the Class
AF-5 Certificateholders under the Class
AF-5 Policy; and (vii) all proceeds of
the conversion, voluntary or involuntary,
of any of the foregoing into cash or
other l
