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
THE BANK OF NEW YORK,
Trustee
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
Co-Trustee
---------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2005
---------------------------------
ASSET-BACKED CERTIFICATES, SERIES 2005-1
<PAGE>
Table of Contents
-----------------
Page
----
ARTICLE I. DEFINITIONS
13
Section 1.01 Defined
Terms.............................................13
Section 1.02 Certain
Interpretive Provisions...........................63
ARTICLE II. CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES 64
Section 2.01 Conveyance
of Mortgage Loans..............................64
Section 2.02 Acceptance
by Trustee of the Mortgage Loans...............72
Section 2.03
Representations, Warranties and Covenants of the
Master Servicer and the Sellers...........................77
Section 2.04
Representations and Warranties of the Depositor...........98
Section 2.05 Delivery
of Opinion of Counsel in Connection with
Substitutions and Repurchases............................100
Section 2.06
Authentication and Delivery of Certificates..............100
Section 2.07 Covenants
of the Master Servicer.........................101
ARTICLE III. ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
101
Section 3.01 Master
Servicer to Service Mortgage Loans................101
Section 3.02
Subservicing; Enforcement of the Obligations of
Master Servicer..........................................103
Section 3.03 Rights of
the Depositor, the Sellers, the
Certificateholders, the NIM Insurer, the Class AF-5B
Insurer and the Trustee in Respect of the Master
Servicer.................................................103
Section 3.04 Trustee to
Act as Master Servicer........................104
Section 3.05 Collection
of Mortgage Loan Payments; Certificate
Account; Distribution Account; Pre-Funding Account;
Seller Shortfall Interest Requirement....................105
Section 3.06 Collection
of Taxes, Assessments and Similar Items;
Escrow Accounts..........................................108
Section 3.07 Access to
Certain Documentation and Information
Regarding the Mortgage Loans.............................109
Section 3.08 Permitted
Withdrawals from the Certificate Account,
Distribution Account, Carryover Reserve Fund and the
Principal Reserve Fund...................................109
Section 3.09
[Reserved]...............................................112
Section 3.10
Maintenance of Hazard Insurance..........................112
Section 3.11
Enforcement of Due-On-Sale Clauses; Assumption
Agreements...............................................113
Section 3.12
Realization Upon Defaulted Mortgage Loans;
Determination of Excess Proceeds and Realized Losses;
Repurchase of Certain Mortgage Loans.....................114
Section 3.13 Co-Trustee
to Cooperate; Release of Mortgage Files.......117
Section 3.14 Documents,
Records and Funds in Possession of Master
Servicer to be Held for the Trustee......................118
Section 3.15 Servicing
Compensation...................................119
Section 3.16 Access to
Certain Documentation..........................119
i
<PAGE>
Section 3.17 Annual
Statement as to Compliance........................120
Section 3.18 Annual
Independent Public Accountants' Servicing
Statement; Financial Statements..........................120
Section 3.19 The
Corridor Contracts...................................120
Section 3.20 Prepayment
Charges.......................................121
ARTICLE IV. DISTRIBUTIONS AND ADVANCES BY
THE MASTER SERVICER
122
Section 4.01 Advances;
Remittance Reports.............................122
Section 4.02 Reduction
of Servicing Compensation in Connection
with Prepayment Interest Shortfalls......................124
Section 4.03
[Reserved]...............................................124
Section 4.04
Distributions............................................124
Section 4.05 Monthly
Statements to Certificateholders.................146
Section 4.06 Class
AF-5B Policy; Rights of the Class AF-5B Insurer....149
Section 4.07 Carryover
Reserve Fund...................................152
Section 4.08 Credit
Comeback Excess Account...........................154
ARTICLE V. THE CERTIFICATES
154
Section 5.01 The
Certificates.........................................154
Section 5.02
Certificate Register; Registration of Transfer and
Exchange of Certificates.................................156
Section 5.03 Mutilated,
Destroyed, Lost or Stolen Certificates........160
Section 5.04 Persons
Deemed Owners....................................160
Section 5.05 Access to
List of Certificateholders' Names and
Addresses................................................161
Section 5.06 Book-Entry
Certificates..................................161
Section 5.07 Notices to
Depository....................................162
Section 5.08 Definitive
Certificates..................................162
Section 5.09
Maintenance of Office or Agency..........................163
ARTICLE VI. THE DEPOSITOR, THE MASTER
SERVICER AND THE SELLERS
163
Section 6.01 Respective
Liabilities of the Depositor, the Master
Servicer and the Sellers.................................163
Section 6.02 Merger or
Consolidation of the Depositor, the Master
Servicer or the Sellers..................................163
Section 6.03 Limitation
on Liability of the Depositor, the
Sellers, the Master Servicer, the NIM Insurer and
Others...................................................164
Section 6.04 Limitation
on Resignation of Master Servicer.............164
Section 6.05 Errors and
Omissions Insurance; Fidelity Bonds...........165
ARTICLE VII. DEFAULT; TERMINATION OF MASTER
SERVICER
165
Section 7.01 Events of
Default........................................165
Section 7.02 Trustee to
Act; Appointment of Successor.................167
Section 7.03
Notification to Certificateholders.......................168
ii
<PAGE>
ARTICLE VIII. CONCERNING THE TRUSTEE AND
THE CO-TRUSTEE
169
Section 8.01 Duties of
Trustee........................................169
Section 8.02 Certain
Matters Affecting the Trustee....................170
Section 8.03 Trustee
Not Liable for Mortgage Loans....................171
Section 8.04 Trustee
May Own Certificates.............................172
Section 8.05 Master
Servicer to Pay Trustee's Fees and Expenses.......172
Section 8.06
Eligibility Requirements for Trustee.....................172
Section 8.07
Resignation and Removal of Trustee.......................173
Section 8.08 Successor
Trustee........................................173
Section 8.09 Merger or
Consolidation of Trustee.......................174
Section 8.10
Appointment of Co-Trustee or Separate Trustee............174
Section 8.11 Tax
Matters..............................................175
Section 8.12
Co-Trustee...............................................178
Section 8.13 Access to
Records of the Trustee.........................181
Section 8.14 Suits for
Enforcement....................................181
ARTICLE IX. TERMINATION
182
Section 9.01
Termination upon Liquidation or Repurchase of all
Mortgage Loans...........................................182
Section 9.02 Final
Distribution on the Certificates...................183
Section 9.03 Additional
Termination Requirements......................184
ARTICLE X. MISCELLANEOUS PROVISIONS
185
Section 10.01
Amendment................................................185
Section 10.02 Recordation of
Agreement; Counterparts...................187
Section 10.03 Governing
Law............................................187
Section 10.04 Intention of
Parties.....................................187
Section 10.05
Notices..................................................188
Section 10.06 Severability of
Provisions...............................189
Section 10.07
Assignment...............................................189
Section 10.08 Limitation on
Rights of Certificateholders...............189
Section 10.09 Inspection and
Audit Rights..............................190
Section 10.10 Certificates
Nonassessable and Fully Paid................190
Section 10.11 Rights of NIM
Insurer....................................191
iii
<PAGE>
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-5A Certificate
EXHIBIT A-6
Form of Class AF-5B Certificate
EXHIBIT A-7
Form of Class AF-6 Certificate
EXHIBIT A-8
Form of Class MF-1 Certificate
EXHIBIT A-9
Form of Class MF-2 Certificate
EXHIBIT A-10
Form of Class MF-3 Certificate
EXHIBIT A-11
Form of Class MF-4 Certificate
EXHIBIT A-12
Form of Class MF-5 Certificate
EXHIBIT A-13
Form of Class MF-6 Certificate
EXHIBIT A-14
Form of Class MF-7 Certificate
EXHIBIT A-15
Form of Class MF-8 Certificate
EXHIBIT A-16
Form of Class BF Certificate
EXHIBIT A-17
Form of Class 1-AV-1 Certificate
EXHIBIT A-18
Form of Class 1-AV-2 Certificate
EXHIBIT A-19
Form of Class 1-AV-3 Certificate
EXHIBIT A-20
Form of Class 2-AV-1 Certificate
EXHIBIT A-21
Form of Class 2-AV-2 Certificate
EXHIBIT A-22
Form of Class 3-AV-1 Certificate
EXHIBIT A-23
Form of Class 3-AV-2 Certificate
EXHIBIT A-24
Form of Class 3-AV-3 Certificate
EXHIBIT A-25
Form of Class MV-1 Certificate
EXHIBIT A-26
Form of Class MV-2 Certificate
EXHIBIT A-27
Form of Class MV-3 Certificate
EXHIBIT A-28
Form of Class MV-4 Certificate
EXHIBIT A-29
Form of Class MV-5 Certificate
EXHIBIT A-30
Form of Class MV-6 Certificate
EXHIBIT A-31
Form of Class MV-7 Certificate
EXHIBIT A-32
Form of Class MV-8 Certificate
EXHIBIT A-33
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 (Class A-R)
EXHIBIT F
Mortgage Loan Schedule
EXHIBIT F-1
List of Initial Mortgage Loans
iv
<PAGE>
EXHIBIT F-2
Mortgage Loans for which All or a Portion of a
Related Mortgage File is not Delivered to the
Trustee on or prior to the Closing Date
EXHIBIT G
Forms of Certification of Trustee
EXHIBIT G-1
Form of Initial Certification of Trustee (Initial
Mortgage Loans)
EXHIBIT G-2
Form of Interim Certification of Trustee
EXHIBIT G-3
Form of Delay Delivery Certification
EXHIBIT G-4
Form of Initial Certification of Trustee (Subsequent
Mortgage Loans)
EXHIBIT H
Form
of Final Certification of Trustee
EXHIBIT I-1
Transfer Affidavit for Class A-R Certificates
EXHIBIT J-1
Form of Transferor Certificate for Class A-R
Certificates
EXHIBIT J-2
Form of Transferor Certificate for Private
Certificates
EXHIBIT K
Form of Investment Letter (Non-Rule 144A)
EXHIBIT L
Form of Rule 144A Letter
EXHIBIT M
Form of Request for Document Release
EXHIBIT N
Form of Request for File Release
EXHIBIT O
Copy of Depository Agreement
EXHIBIT P
Form of Subsequent Transfer Agreement
EXHIBIT Q
Form of Corridor Contracts
EXHIBIT Q-1
Form of Class AF-1 Corridor Contract
EXHIBIT Q-2
Form of Class 1-AV Corridor Contract
EXHIBIT Q-3
Form of Class 2-AV Corridor Contract
EXHIBIT Q-4
Form of Class 3-AV Corridor Contract
EXHIBIT Q-5
Form of Adjustable Rate Subordinate Corridor Contract
EXHIBIT R
Form of Class AF-5B 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
SCHEDULE I
Prepayment Charge Schedule and Prepayment Charge
Summary
SCHEDULE II
Collateral Schedule
v
<PAGE>
POOLING
AND SERVICING AGREEMENT, dated as of March 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
("Park Sienna" or a "Seller", and together
with CHL and Park Monaco, the
"Sellers"), COUNTRYWIDE HOME LOANS
SERVICING LP, a Texas limited partnership,
as master servicer (the "Master Servicer"),
THE BANK OF NEW YORK, a New York
banking corporation, as trustee (the
"Trustee"), and THE BANK OF NEW YORK
TRUST COMPANY, N.A., a national banking
association, as co-trustee (the
"Co-Trustee").
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby
conveyed to the Trustee in return for the
Certificates. The Trust Fund
(excluding the Corridor Contracts, the
Credit Comeback Excess Account, the
Carryover Reserve Fund and the assets held
in the Pre-Funding Account) for
federal income tax purposes will consist of
four REMICs ("REMIC 1", "REMIC 2",
"REMIC 3" and the "Master REMIC"). Each
Certificate, other than the Class A-R
Certificate, will represent ownership of
one or more regular interests in the
Master REMIC for purposes of the REMIC
Provisions. The Class A-R Certificate
represents ownership of the sole class of
residual interest in REMIC 1, REMIC
2, REMIC 3 and the Master REMIC. The Master
REMIC will hold as assets the
several classes of uncertificated REMIC 3
Interests. Each REMIC 3 Interest
(other than the R-3-R Interest) is hereby
designated as a regular interest in
REMIC 3. REMIC 3 will hold as assets the
several classes of REMIC 2 Interests
(other than the R-2-R Interest). Each REMIC
2 Interest (other than the R-2-R
Interest) is hereby designated as a regular
interest in REMIC 2. REMIC 2 will
hold as assets the several classes of REMIC
1 Interests (other than the R-1-R
Interest). Each REMIC 1 Interest (other
than the R-1-R Interest) is hereby
designated as a regular interest in REMIC
1. REMIC 1 will hold as assets all
property of the Trust Fund (excluding the
Corridor Contracts, the Credit
Comeback Excess Account, the Carryover
Reserve Fund and the assets held in the
Pre-Funding Account). The latest possible
maturity date of all REMIC regular
interests created in this Agreement shall
be the Latest Possible Maturity
Date.
REMIC
1:
The REMIC 1 Interests will have the principal balances,
pass-through rates and Corresponding Loan
Groups as set forth below.
<PAGE>
<TABLE>
<CAPTION>
Initial
Pass-Through
Corresponding
REMIC 1 Interests
Balance
Rate
Loan Group(s)
----------------------------------------
-------------------- -------------------- --------------------
<S>
<C>
<C>
<C>
R-1-1-I.......................
(1)
(5)
1
R-1-1-S.......................
(2)
(6)
1
R-1-2-I.......................
(1)
(5)
2
R-1-2-S.......................
(2)
(6)
2
R-1-3-I.......................
(1)
(5)
3
R-1-3-S.......................
(2)
(6)
3
R-1-4-I.......................
(1)
(5)
4
R-1-4-S.......................
(2)
(6)
4
R-1-XF........................
(3)
(7)
1
R-1-XV........................
(3)
(7)
1, 2 and 3
R-1-R.........................
(4)
(4)
N/A
</TABLE>
---------------
(1) The principal balance of
each REMIC 1 Interest having an "I" designation
is the
principal balance of all the Initial Mortgage Loans in the
Corresponding Loan Group.
(2) The principal balance of
each REMIC 1 Interest having an "S" designation
is the
principal balance of all the Subsequent Mortgage Loans in the
Corresponding Loan Group.
(3) This REMIC 1 Interest pays
no principal.
(4) The R-1-R Interest is the
sole class of residual interest in REMIC 2. It
has no
principal balance and pays no principal or interest.
(5) The interest rate for this
REMIC 1 Interest with respect to any
Distribution Date (and the related Accrual Period) through the
Distribution Date in June 2005 is a per annum rate equal to the
weighted
average of
the Adjusted Net Mortgage Rates of the Initial Mortgage Loans
in the
Corresponding Loan Group. For any Distribution Date (and the
related
Accrual Period) following the Distribution Date in June 2005,
the
interest rate for this REMIC 1 Interest is a per annum rate equal
to
the
weighted average of the Adjusted Net Mortgage Rates of all the
Mortgage
Loans in the Corresponding Loan Group.
(6) The interest rate for this
REMIC 1 Interest with respect to any
Distribution Date (and the related Accrual Period) through the
Distribution Date in June 2005 is a per annum rate equal to 0.00%.
For
any
Distribution Date (and the related Accrual Period) following
the
Distribution Date in June 2005, the interest rate for this REMIC
1
Interest
is a per annum rate equal to the weighted average of the
Adjusted
Net Mortgage Rates of all the Mortgage Loans in the
Corresponding Loan Group.
(7) For any Distribution Date
(and the related Accrual Period) through the
Distribution Date in June 2005, this REMIC 1 Interest is entitled
to all
the
interest payable with respect to the Subsequent Mortgage Loans
in
the
Corresponding Loan Group (or Groups). For any
2
<PAGE>
Distribution Date (and the related Accrual Period) following
the
Distribution Date in June 2005, the interest rate for this REMIC
1
Interest
is a per annum rate equal to 0.00%.
On each
Distribution Date, the Interest Funds and the Principal
Distribution Amount of the Corresponding
Loan Groups shall be distributed with
respect to the REMIC 1 Interests in the
following manner:
(1)
Interest. Interest is to be distributed with respect to each REMIC
1
Interest at the rate, or according to the
formulas, described above.
(2)
Principal For any Distribution Date (and the related Accrual
Period)
through the Distribution Date in June 2005,
the Principal Distribution Amount
with respect to the Initial Mortgage Loans
in a Loan Group shall be allocated
to its corresponding "I" REMIC 1 Interests,
and the Principal Distribution
Amount with respect to the Subsequent
Mortgage Loans in a Loan Group shall be
allocated to its corresponding "S" REMIC 1
Interests. For any Distribution
Date (and the related Accrual Period) after
the Distribution Date in June
2005, the Principal Distribution Amount
with respect to all Mortgage Loans in
a Loan Group shall be allocated in
proportion to its corresponding REMIC 1
Interests.
REMIC
2:
The REMIC 2 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 REMIC 2
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, Loan Group 3 and Loan Group 4
and the REMIC 2 Interests
corresponding to Loan Group 2, Loan Group 3
and Loan Group 4, are referrred
to, from time to time, as the "Variable
Loan Groups" and the "Variable
Interests," respectively.
<TABLE>
<CAPTION>
Pass-Through
Corresponding
REMIC 2 Interests
Initial Balance
Rate
Loan Group
----------------------------------------
-------------------- -------------------- --------------------
<S>
<C>
<C>
<C>
R-2-F ........................
(1)
(2)
1
R-2-A-2 (0.9% of SCB Group 2).
(3)
(4)
2
R-2-B-2 (0.1% of SCB Group 2).
(3)
(4)
2
R-2-C-2 (0.9% of ASCB Group 2)
(3)
(4)
2
R-2-D-2 (0.1% of ASCB Group 2)
(3)
(4)
2
R-2-E-2 (Excess of Group 2)...
(3)
(4)
2
R-2-A-3 (0.9% of SCB Group 3).
(3)
(5)
3
R-2-B-3 (0.1% of SCB Group 3).
(3)
(5)
3
R-2-C-3 (0.9% of ASCB Group 3)
(3)
(5)
3
R-2-D-3 (0.1% of ASCB Group 3)
(3)
(5)
3
R-2-E-3 (Excess of Group 3)...
(3)
(5)
3
R-2-A-4 (0.9% of SCB Group 4).
(3)
(6)
4
R-2-B-4 (0.1% of SCB Group 4).
(3)
(6)
4
R-2-C-4 (0.9% of ASCB Group 4)
(3)
(6)
4
R-2-D-4 (0.1% of ASCB Group 4)
(3)
(6)
4
R-2-E-4 (Excess of Group 4)..
(3)
(6)
4
3
<PAGE>
Pass-Through
Corresponding
REMIC 2 Interests
Initial Balance
Rate
Loan Group
----------------------------------------
-------------------- -------------------- --------------------
R-2-PF........................
$100
(7)
N/A
R-2-PV........................
$100
(8)
N/A
R-2-R.........................
(9)
(9)
N/A
R-2-XF........................
(10)
(11)
N/A
R-2-XV........................
(10)
(12)
N/A
</TABLE>
---------------
(1) The Class F Interest will
have a principal balance equal to the
principal
balance of the R-1-1-I and R-1-1-S Interests.
(2) A rate equal to the weighted
average of the pass-through rates of the
R-1-1-I
and R-1-1-S Interests (the "Loan Group 1 Net Rate Cap").
(3) With respect to the Variable
Interests, each REMIC 2 Interest having an
"R-2-A-"
designation (each, an "R-2-A Interest") will have a principal
balance
initially equal to 0.9% of the Subordinate Component Balance
("SCB") of
its Corresponding Loan Group. Each REMIC 1 Interest having an
"R-2-B-"
designation (each, an "R-2-B Interest") will have a principal
balance
initially equal to 0.1% of the SCB of its Corresponding Loan
Group.
Each REMIC 2 Interest having an "R-2-C-" designation (each, an
"R-2-C
Interest") will have a principal balance initially equal to
0.9%
of the
Adjusted Subordinated Component Balance ("ASCB") of its
Corresponding Loan Group. Each REMIC 2 Interest having an
"R-2-D-"
designation (each, an "R-2-D Interest") will have a principal
balance
initially
equal to 0.1% of the ASCB of its Corresponding Loan Group. The
initial
principal balance of each REMIC 2 Interest having an "R-2-E-"
designation (each, an "R-2-E Interest") will equal the excess of
its
Corresponding Loan Group over the initial aggregate principal
balances
of the
R-2-A, R-2-B, R-2-C and R-2-D Interests corresponding to such
Loan
Group.
(4) A rate equal to the weighted
average of the pass-through rates of the
R-1-2-I
and R-1-2-S Interests (the "Loan Group 2 Net Rate Cap").
(5) A rate equal to the weighted
average of the pass-through rates of the
R-1-3-I
and R-1-3-S Interests (the "Loan Group 3 Net Rate Cap").
(6) A rate equal to the weighted
average of the pass-through rates of the
R-1-4-I
and R-1-4-S Interests (the "Loan Group 4 Net Rate Cap").
(7) The R-2-PF Interest is
entitled to all Prepayment Charges collected with
respect to
the Mortgage Loans in Group 1. It pays no interest.
(8) The R-2-PV Interest is
entitled to all Prepayment Charges collected with
respect to
the Mortgage Loans in Loan Group 2, Loan Group 3 and Loan
Group 4.
It pays no interest.
(9) The R-2-R Interest is the
sole class of residual interest in REMIC 2. It
has no
principal balance and pays no principal or interest.
(10) This REMIC 2 Interest pays no
principal.
4
<PAGE>
(11) This REMIC 2 Interest is entitled
to all amounts payable with respect to
the R-1-XF
Interest.
(12) This REMIC 2 Interest is entitiled
to all amounts payable with respect
to the
R-1-XV Interest.
On each Distribution Date, the Interest Funds and the Principal
Distribution Amounts payable with respect
to the REMIC 1 Interests shall be
payable with respect to the REMIC 2
Interests in the following manner:
(1)
Interest. Interest is to be distributed with respect to each REMIC
2
Interest at the rate, or according to the
formulas, described above.
(2)
Principal. 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 R-2-A, R-2-B,
R-2-C and R-2-D Interests to equal,
respectively, 0.9% of the SCB, 0.1% of the
SCB, 0.9% of the ASCB and 0.1% of the ASCB,
of the Corresponding Loan Group,
and then to the corresponding R-2-E
Interest.
(4)
Principal if a Cross-Over Situation Exists. If a Cross-Over
Situation exists with respect to the R-2-A
and R-2-B Interests then:
(a) if the
Calculation Rate in respect of the outstanding R-2-A and
R-2-B Interests is less than the Adjustable
Rate Subordinate Net Rate Cap,
Principal Relocation Payments will be made
proportionately to the outstanding
R-2-A Interests prior to any other
principal distributions from each such
Variable Loan Group; and
(b) if the
Calculation Rate in respect of the outstanding R-2-A and
R-2-B Interests is greater than the
Adjustable Rate Subordinate Net Rate Cap,
Principal Relocation Payments will be made
proportionately to the outstanding
R-2-B Interests prior to any other
principal distributions from each 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 R-2-A and R-2-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
R-2-A and R-2-B Interests, then
interest will be added to the Variable Loan
Group's R-2-E Interest.
(c) The outstanding aggregate R-2-A and
R-2-B Interests for the 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
5
<PAGE>
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 R-2-A and
R-2-B Interests of a Variable Loan
Group, and if the Variable Loan Group's
corresponding R-2-E Interest has
already been reduced to zero, then the
excess principal from that Variable
Loan Group will be paid to the R-2-E
Interest of the other Variable Loan
Groups, the aggregate R-2-A and R-2-B
Interests of which are less than one
percent of the Subordinate Component
Balance. If the Variable Loan Group of
the corresponding R-2-E Interest that
receives such payment has a Group Net
Rate Cap below the Group Net Rate Cap of
the Variable Loan Group making the
payment, then the payment will be treated
by REMIC 2 as a Realized Loss.
Conversely, if the Variable Loan Group of
the R-2-E Interest that receives
such payment has a Group Net Rate Cap above
the Group Net Rate Cap of the
Variable Loan Group making the payment,
then the payment will be treated by
REMIC 2 as a reimbursement for prior
Realized Losses.
If a Cross-Over Situation exists with
respect to the R-2-C and R-2-D Interests
then:
(d) if the
Calculation Rate in respect of the outstanding R-2-C and
R-2-D Interests is less than the Modified
Adjustable Subordinate Net Rate Cap,
Principal Relocation Payments will be made
proportionately to the R-2-C
Interests prior to any other principal
distributions from each such Variable
Loan Group; and
(e) if the
Calculation Rate in respect of the outstanding R-2-C and
R-2-D Interests is greater than the
Modified Adjustable Subordinate Net Rate
Cap, Principal Relocation Payments will be
made proportionately to the
outstanding R-2-D Interests prior to any
other principal distributions from
each such Variable Loan Group.
In each case, Principal Relocation Payments
will be made so as to cause the
Calculation Rate in respect of the
outstanding R-2-C and R-2-D Interests to
equal the Modified Adjustable 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
R-2-C and R-2-D Interests, then
interest will be added to the Variable Loan
Group's R-2-E Interest.
(f) The
outstanding aggregate R-2-C and R-2-D Interests for all
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 (f) prevents the
distribution of principal to the R-2-C and
R-2-D Interests of a Variable Loan
Group, and if the Variable Loan Group's
R-2-E Interest has already been
reduced to zero, then the excess principal
from that Variable Loan Group will
be paid to the R-2-E Interests of the other
Variable Loan Groups, the
aggregate R-2-C and R-2-D Interests of
which are less than one percent of the
Adjusted Subordinate
6
<PAGE>
Component Balance. If the Variable Loan
Group of the R-2-E Interest that
receives such payment has a Group Net Rate
Cap below the Group Net Rate Cap of
the Variable Loan Group making the payment,
then the payment will be treated
by REMIC 2 as a Realized Loss. Conversely,
if the Variable Loan Group of the
R-2- E Interest that receives such payment
has a Group Net Rate Cap above the
Group Net Rate Cap of the Variable Loan
Group making the payment, then the
payment will be treated by REMIC 2 as a
reimbursement for prior Realized
Losses.
7
<PAGE>
REMIC
3:
The REMIC 3 Regular Interests will have the
principal balances, pass-through
rates and Corresponding Classes of
Certificates as set forth in the following
table:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Initial Principal
Pass-Through
Corresponding Class
REMIC 3 Interests
Balance
Rate
of Certificates
--------------------------
-------------------------
--------------------
---------------------------
--------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
R-3-AF-1......................
(1)
(2)
AF-1
--------------------------------------------------------------------------------------------------------------------------
R-3-AF-2......................
(1)
(2)
AF-2
--------------------------------------------------------------------------------------------------------------------------
R-3-AF-3......................
(1)
(2)
AF-3
--------------------------------------------------------------------------------------------------------------------------
R-3-AF-4......................
(1)
(2)
AF-4
--------------------------------------------------------------------------------------------------------------------------
R-3-AF-5A.....................
(1)
(2)
AF-5
--------------------------------------------------------------------------------------------------------------------------
R-3-AF-5B.....................
(1)
(2)
AF-5
--------------------------------------------------------------------------------------------------------------------------
R-3-AF-6......................
(1)
(2)
AF-6
--------------------------------------------------------------------------------------------------------------------------
R-3-MF-1......................
(1)
(2)
MF-1
--------------------------------------------------------------------------------------------------------------------------
R-3-MF-2......................
(1)
(2)
MF-2
--------------------------------------------------------------------------------------------------------------------------
R-3-MF-3......................
(1)
(2)
MF-3
--------------------------------------------------------------------------------------------------------------------------
R-3-MF-4......................
(1)
(2)
MF-4
--------------------------------------------------------------------------------------------------------------------------
R-3-MF-5......................
(1)
(2)
MF-5
--------------------------------------------------------------------------------------------------------------------------
R-3-MF-6......................
(1)
(2)
MF-6
--------------------------------------------------------------------------------------------------------------------------
R-3-MF-7......................
(1)
(2)
MF-7
--------------------------------------------------------------------------------------------------------------------------
R-3-MF-8......................
(1)
(2)
MF-8
--------------------------------------------------------------------------------------------------------------------------
R-3-BF........................
(1)
(2)
BF
--------------------------------------------------------------------------------------------------------------------------
R-3-PF........................
$100
(3)
PF
--------------------------------------------------------------------------------------------------------------------------
R-3-F-Accrual.................
$0
(2)
N/A
--------------------------------------------------------------------------------------------------------------------------
R-3-1-AV-1....................
(4)
(5)
1-AV-1
--------------------------------------------------------------------------------------------------------------------------
R-3-1-AV-2....................
(4)
(5)
1-AV-2
--------------------------------------------------------------------------------------------------------------------------
R-3-1-AV-3....................
(4)
(5)
1-AV-3
--------------------------------------------------------------------------------------------------------------------------
R-3-2-AV-1....................
(4)
(6)
2-AV-1
--------------------------------------------------------------------------------------------------------------------------
R-3-2-AV-2....................
(4)
(6)
2-AV-2
--------------------------------------------------------------------------------------------------------------------------
R-3-3-AV-1....................
(4)
(7)
3-AV-1
--------------------------------------------------------------------------------------------------------------------------
R-3-3-AV-2....................
(4)
(7)
3-AV-2
--------------------------------------------------------------------------------------------------------------------------
R-3-3-AV-3....................
(4)
(7)
3-AV-3
--------------------------------------------------------------------------------------------------------------------------
R-3-MV-1......................
(4)
(8)
MV-1
--------------------------------------------------------------------------------------------------------------------------
R-3-MV-2......................
(4)
(8)
MV-2
--------------------------------------------------------------------------------------------------------------------------
R-3-MV-3......................
(4)
(8)
MV-3
--------------------------------------------------------------------------------------------------------------------------
R-3-MV-4......................
(4)
(8)
MV-4
--------------------------------------------------------------------------------------------------------------------------
R-3-MV-5......................
(4)
(8)
MV-5
--------------------------------------------------------------------------------------------------------------------------
R-3-MV-6......................
(4)
(8)
MV-6
--------------------------------------------------------------------------------------------------------------------------
R-3-MV-7......................
(4)
(8)
MV-7
--------------------------------------------------------------------------------------------------------------------------
R-3-MV-8......................
(4)
(8)
MV-8
--------------------------------------------------------------------------------------------------------------------------
R-3-BV........................
(4)
(8)
BV
--------------------------------------------------------------------------------------------------------------------------
R-3-$100......................
$100
(9)
A-R
--------------------------------------------------------------------------------------------------------------------------
R-3-V-Accrual.................
$0
(10)
N/A
--------------------------------------------------------------------------------------------------------------------------
R-3-PV........................
$100
(11)
PV
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Initial Principal
Pass-Through
Corresponding Class
REMIC 3 Interests
Balance
Rate
of Certificates
--------------------------
-------------------------
--------------------
---------------------------
--------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
R-3-R.........................
(12)
(12)
N/A
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
R-3-XF........................
(13)
(14)
CF
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
R-3-XV........................
(13)
(15)
CV
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This REMIC 3 Interest has a principal
balance that is initially equal to
50% of its Corresponding Certificate Class
issued by the Master REMIC.
Principal payments, both scheduled and
prepaid, Realized Losses, Subsequent
Recoveries and interest accruing on the
R-3-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 R-3-F-Accrual
Interest in such manner as to cause the
principal balance of the R-3-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 REMIC 3
Interest is a per annum rate equal to
the Loan Group 1 Net Rate Cap.
(3) The R-3-PF Interest is entitled to all
amounts collected with respect to
the R-2-PF Interest. It pays no
interest.
(4 This REMIC 3 Interest
has a principal balance that is initially equal to
50% of its Corresponding Certificate Class
issued by the Master REMIC.
Principal payments, both scheduled and
prepaid, Realized Losses, Subsequent
Recoveries and interest accruing on the
R-3-V-Accrual Interest will be
allocated to this class to maintain its
size relative to its Corresponding
Certificate Class (that is, 50%) with any
excess payments of principal,
Realized Losses and Subsequent Recoveries
being allocated to the R-3-V-Accrual
Interest in such manner as to cause the
principal balance of the R-3-V-Accrual
Interest to have a principal balance equal
to (a) 50% of the Loan Group 2,
Loan Group 3 and Loan Group 4 principal
balances plus (b) 50% of the
Adjustable Rate Overcollateralized Amount
for such Distribution Date.
(5) The pass-through rate with respect to
any Distribution Date (and the
related Accrual Period) for this REMIC 3
Interest is a per annum rate equal to
the Loan Group 2 Net Rate Cap.
(6) The pass-through rate with respect to
any Distribution Date (and the
related Accrual Period) for this REMIC 3
Interest is a per annum rate equal to
the Loan Group 3 Net Rate Cap.
(7) The pass-through rate with respect to
any Distribution Date (and the
related Accrual Period) for this REMIC 3
Interest is a per annum rate equal to
the Loan Group 4 Net Rate Cap.
(8) The pass-through rate with respect to
any Distribution Date (and the
related Accrual Period) for this REMIC 3
Interest is a per annum rate equal to
the Modified Adjustable Subordinate Net
Rate Cap. For federal income tax
purposes the Modified Adjustable
Subordinate Net Rate Cap will equal the
Calculation Rate with respect to the R-2-C
and R-2-D Interests.
9
<PAGE>
(9) This REMIC 3 Interest pays no
interest.
(10) The pass-through rate with respect to
any Distribution Date (and the
related Accrual Period) for this REMIC 3
Interest is a per annum rate equal to
the weighted average of (i) the Loan Group
2 Net Rate Cap, (ii) the Loan Group
3 Net Rate Cap and (iii) the Loan Group 4
Net Rate Cap (the "Loan Group 2/3/4
Net Rate Cap").
(11) The R-3-PV Interest is entitled to all
amounts collected with respect to
the R-2-PV Interest. It pays no
interest.
(12) The R-3-R Interest is the sole class
of residual interest in REMIC 3. It
has no principal balance and pays no
principal or interest.
(13) This REMIC 3 Interest pays no
principal.
(14) This REMIC 3 Interest is entitled to
all amounts payable with respect to
the R-2-XF Interest.
(15) This REMIC 3 Interest is entitled to
all amounts payable with respect to
the R-2-XV Interest.
On each
Distribution Date, the Interest Funds and the Principal
Distribution Amount payable with respect to
the REMIC 2 Interests shall be
payable with respect to the REMIC 3
Interests in the following manner:
(1)
Interest. Interest is to be distributed with respect to each REMIC
3
Interest at the rate, or according to the
formulas, described above.
(2)
Principal. Principal Distribution Amounts shall be allocated
among
the REMIC 3 Interests in the same manner
that such items are allocated among
their corresponding Certificate
Classes.
10
<PAGE>
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.......................
$198,467,000
(1)
Class AF-2.......................
$22,435,000
(1)
Class AF-3.......................
$130,575,000
(1)
Class AF-4.......................
$35,623,000
(1)
Class AF-5A......................
$39,500,000
(1)
Class AF-5B......................
$30,005,000
(1)
Class AF-6.......................
$60,000,000
(1)
Class MF-1.......................
$16,800,000
(1)
Class MF-2.......................
$14,700,000
(1)
Class MF-3.......................
$9,000,000
(1)
Class MF-4.......................
$9,000,000
(1)
Class MF-5.......................
$7,500,000
(1)
Class MF-6.......................
$7,200,000
(1)
Class MF-7.......................
$6,000,000
(1)
Class MF-8.......................
$6,000,000
(1)
Class BF.........................
$6,000,000
(1)
Class 1-AV-1.....................
$451,953,000
(1)
Class 1-AV-2.....................
$229,761,000
(1)
Class 1-AV-3.....................
$24,946,000
(1)
Class 2-AV-1.....................
$560,882,000
(1)
Class 2-AV-2.....................
$140,220,000
(1)
Class 3-AV-1.....................
$287,922,000
(1)
Class 3-AV-2.....................
$160,132,000
(1)
Class 3-AV-3.....................
$49,784,000
(1)
Class MV-1.......................
$124,800,000
(1)
Class MV-2.......................
$82,800,000
(1)
Class MV-3.......................
$50,400,000
(1)
Class MV-4.......................
$46,800,000
(1)
Class MV-5.......................
$43,200,000
(1)
Class MV-6.......................
$40,800,000
(1)
Class MV-7.......................
$37,200,000
(1)
Class MV-8.......................
$30,000,000
(1)
Class BV.........................
$30,000,000
(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. For federal income tax purposes, the pass
through
rate in respect of (i) each of the Class AF (other than the
Class
AF-5B Certificates), Class MF and Class BF Certificates will be
subject to
a cap equal to the Loan
11
<PAGE>
Group 1
Net Rate Cap, (ii) the Class AF-5B Certificates will be subject
to a cap
equal to the Loan Group 1 Net Rate Cap minus the Class AF-5B
Policy
Premium Rate), (iii) the Class 1-AV-1 Certificates will be
subject to
a cap equal to the Loan Group 2 Net Rate Cap, (iv) the Class
2-AV
Certificates will be subject to a cap equal to the Loan Group 3
Net
Rate Cap,
(v) the Class 3-AV Certificates will be subject to a cap equal
to the
Loan Group 4 Net Rate Cap and (vi) the Class MV Certificates
and
the Class
BV Certificates will be subject to a cap equal to the Modified
Adjustable
Subordinate Net Rate Cap. Any entitlement of any class of
Certificates to Net Rate Carryover will be treated as paid by the
Master
REMIC to
the Class CF Certificates, in the case of the Class AF
Certificates, the Class MF Certificates and the Class BF
Certificates,
and to the
Class CV Certificates, in the case of the Class AV
Certificates, the Class MV Certificates and the Class BV
Certificates,
and then
paid to such Class of Certificates pursuant to a limited
recourse
cap contract as described in Section 8.11 herein.
(2) The Class CF and Class CV
Certificates will have 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 R-3-XF Interests and (b) a specified
portion of
the interest on the REMIC 1 Group 1 "I" and "S" 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 REMIC 3 Regular
Interests
having an "F" designated in the column entitled "REMIC 3
Interests"
(other than the R-3-PF and R-3-XF Interests) with each such
Class
other than the R-3-F-Accrual Interest, subject to a cap equal
to
the
Pass-Through Rate of the Corresponding Master REMIC Class and
the
R-3-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
all
interest accrued on the REMIC 1 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.
(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 R-3-XV Interests and (b) a specified
portion of
the interest on the REMIC 1 Group 2, Group 3 and Group 4 "I"
and "S"
Interests equal to the excess of the Loan Group 2/3/4 Net Rate
Cap over
the product of two and the weighted average interest rate of
the REMIC
3 Regular Interests having an "V" designated in the column
entitled
"REMIC 3 Interests" (other than the R-3-PV and R-3-XV
Interests)
with each such Class other than the R-3-V-Accrual Interest,
subject to
a cap equal to the Pass-Through Rate of the Corresponding
Master
REMIC Class and the R-3-V-Accrual Interest subject to a cap of
0.00%. The
Pass-Through Rate of the Class CV Certificates shall be a
rate
sufficient to entitle it to all interest accrued on the REMIC 1
Group 2,
Group 3 and Group 4 "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, Group 3 and Group 4 Mortgage Loans.
(5) For each Distribution Date
the Class PF and Class PV Certificates are
entitled
to all Prepayment Charges distributed with respect to the
R-3-PF and
R-3-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 be entitled to any cash flows
pursuant to this agreement except
as provided in Sections 3.08(a) hereunder,
(that is, its entitlement to $100).
12
<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
a
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, Loan Group 3 and Loan
Group 4 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, Loan
Group 3 and Loan Group 4 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, Loan Group 3 and Loan
Group 4, the Group 2 Pre-Funded Amount,
the Group 3 Pre-Funded Amount and the Group
4 Pre-Funded Amount, as set forth
below:
13
<PAGE>
Distribution Date
Percentage
-----------------
----------
April 2008 -- March 2009......... 3.25% with respect to April
2008, plus an additional
1/12th of 1.50% for each
month thereafter through
March 2009
April 2009 -- March 2010......... 4.75% with respect to April
2009, plus an additional
1/12th of 1.50% for each
month thereafter through
March 2010
April 2010 -- March 2011......... 6.25% with respect to April
2010, plus an additional
1/12th of 0.50% or each month
thereafter through March 2011
April 2011 and thereafter........ 6.75%
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, Loan Group 3 and Loan
Group 4 equals or exceeds the product of
30.75% and the Adjustable Rate Senior
Enhancement Percentage 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)(iii)(j), and (ii) the
amount remaining after the distribution
of principal to Certificateholders for such
Distribution Date, pursuant to
Section 4.04(d)(1)(B)(x) or
4.04(d)(2)(K).
Adjustable Rate Mortgage Loans: The Mortgage Loans identified
in
the Mortgage Loan Schedule as having a
Mortgage Rate which is adjustable in
accordance with the terms of the related
Mortgage Note (for the avoidance of
doubt, excluding any Credit Comeback
Loans).
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,
Loan Group 3 and Loan Group 4, the
Group 2 Pre-Funded Amount, the Group 3
Pre-Funded Amount and the Group 4
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
distributions in respect of the Principal
Remittance Amount for Loan Group 2,
Loan Group 3 and Loan Group 4 on 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 3.25% of the sum of the
aggregate Cut-off Date Principal
Balance of the Initial Mortgage Loans in
Loan
14
<PAGE>
Group 2, Loan Group 3 and Loan Group 4, the
Group 2 Pre-Funded Amount, the
Group 3 Pre-Funded Amount and the Group 4
Pre-Funded Amount and (b) on or
after the Adjustable Rate Stepdown Date,
the greater of (i) an amount equal to
6.50% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan
Group 2, Loan Group 3 and Loan Group 4 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, Loan Group 3
and Loan Group 4 for such Distribution Date
and any amount on deposit in the
Pre-Funding Account in respect of Loan
Group 2, Loan Group 3 and Loan Group 4
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 distributions of the Principal
Remittance Amount for Loan Group 2, Loan
Group 3 and Loan Group 4 to be made
on such Distribution Date).
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,
Loan Group 3 and Loan Group 4 for the
preceding Distribution Date over (b) (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, Loan Group 3 and
Loan Group 4 for the preceding
Distribution Date.
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, Loan
Group 3 and Loan Group 4 for such
Distribution Date and (b) the aggregate
Stated Principal Balance of the Mortgage
Loans in Loan Group 2, Loan Group 3
and Loan Group 4 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
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<PAGE>
Principal Distribution Amount for Loan
Group 2, Loan Group 3 and Loan Group 4
until the Certificate Principal Balance
thereof is reduced to zero.
Adjustable Rate Stepdown Date: The later to occur of (x) the
Distribution Date in April 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 52.60% of the
aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 2, Loan Group
3 and Loan Group 4 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 Corridor Contract: The transaction
evidenced by the related Confirmation (as
assigned to the Corridor Contract
Administrator pursuant to the Corridor
Contract Assignment Agreement), a form
of which is attached hereto as Exhibit
Q-5.
Adjustable Rate Subordinate Corridor Contract Termination Date:
With respect to the Adjustable Rate
Subordinate Corridor Contract, the
Distribution Date in June 2009.
Adjustable Rate Subordinate Net Rate Cap: With respect to any
Distribution Date and each Class of
Adjustable Rate Subordinate Certificates,
the weighted average of (a) the weighted
average Adjusted Net Mortgage Rate of
the Mortgage Loans in Loan Group 2 on such
Distribution Date (weighted by an
amount equal to the positive difference (if
any) of the sum of the aggregate
Stated Principal Balance of the Mortgage
Loans in Loan Group 2 and the amount
on deposit in the Pre-Funding Account in
respect of Loan Group 2 over the
outstanding aggregate Certificate Principal
Balance of the Class 1-AV
Certificates), (b) the weighted average
Adjusted Net Mortgage Rate of the
Mortgage Loans in Loan Group 3 on such
Distribution Date (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 2-AV
Certificates) and (c) the weighted average
Adjusted Net Mortgage Rate of the
Mortgage Loans in Loan Group 4 on such
Distribution Date (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 4 and the amount
on deposit in the Pre-Funding Account in
respect of Loan Group 4 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.
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.
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<PAGE>
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
the Mortgage Loans, as of the first day of
the related Due Period, less (iii)
the aggregate Certificate Principal Balance
of the related Classes of Senior
Certificates in either case immediately
prior to such Distribution Date.
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 and interest on 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 each
Mortgage Loan as to which the related
Mortgaged Property is an REO Property;
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.
Ambac: Ambac Assurance Corporation, organized and created under
the laws of the State of Wisconsin, or any
successor thereto.
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 Fixed
Rate Subordinate Certificates, the
amount, if any, by which, the aggregate
Certificate Principal Balance of the
Fixed Rate Certificates and the Class AF-1
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
17
<PAGE>
and (y) the amount on deposit in the
Pre-Funding Account in respect of Loan
Group 1, (ii) Loan Group 2, Loan Group 3
and Loan Group 4 and the Adjustable
Rate Subordinate Certificates, the amount,
if any, by which, the aggregate
Certificate Principal Balance of the
Adjustable Rate Certificates, other than
the Class AF-1 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, Loan Group 3 and Loan Group 4
and (y) the amount on deposit in the
Pre-Funding Account in respect of Loan
Group 2, Loan Group 3 and Loan Group 4 and
(iii) Loan Group 3 and the Class
2-A-2 Certificates, after the Certificate
Principal Balances of the Adjustable
Rate Subordinate Certificates have been
reduced to zero, the amount, if any,
by which, the aggregate Certificate
Principal Balance of the Class 2-AV
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 3 and (y) the amount on
deposit in the Pre-Funding Account
in respect of Loan Group 3 and (iv) Loan
Group 4 and the Class 3-A-3
Certificates, after the Certificate
Principal Balances of the Adjustable Rate
Subordinate Certificates have been reduced
to zero, the amount, if any, by
which, the aggregate Certificate Principal
Balance of the Class 3-AV
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 4 and (y) the amount on
deposit in the Pre-Funding Account
in respect of Loan Group 4.
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-5B Insurer
or banking institutions in the
State of New York or California are
authorized or obligated by law or
executive order to be closed.
Calculation Rate: For each Distribution Date, in the case of
the
R-2-A and R-2-B Interests, the product of
(i) 10 and (ii) the weighted average
rate of the outstanding R-2-A and R-2-B
Interests, treating each R-2-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 R-2-C and R-2-D Interests, the product
of (i) 10 and (ii) the weighted
average rate of the outstanding R-2-C and
R-2-D Interests, treating each R-2-C
Interest as capped at zero or reduced by a
fixed percentage of 100% of the
interest accruing on such Class.
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<PAGE>
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 2005-1". 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-33, 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 designated "Countrywide
Home Loans Servicing LP in trust for
registered Holders of CWABS, Inc.,
Asset-Backed Certificates, Series 2005-1".
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-5B
Certificates only, payments under the Class
AF-5B Policy relating to principal
and (iii) with respect to the Class 2-AV-2
and Class 3-AV-3 Certificates and
any Class of Subordinate Certificates, any
Applied Realized Loss Amounts
allocated to such Certificate on previous
Distribution Dates pursuant to
Section 4.04(j) or 4.04(k), and (B)
increased by, with respect to the Class
2-AV-2, Class 3-AV-3 and Subordinate
Certificates, any Subsequent Recoveries
allocated to such Class of Certificate
pursuant to Section 4.04(l) or 4.04(m)
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-5B
Insurer arising under Section 4.06 hereof,
the "Certificate Principal Balance"
of the Class AF-5B Certificates shall not
be reduced by the amount of any
payments made by the Class AF-5B Insurer in
respect of principal on such
Certificates under the Class AF-5B Policy,
except to the extent such payment
shall have been reimbursed to the Class
AF-5B Insurer pursuant to the
provisions of this Agreement.
Certificate Register: The register maintained pursuant to
Section
5.02 hereof.
19
<PAGE>
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 1-AV-1 Certificate: Any Certificate designated as a
"Class
1-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 1-AV-2 Certificate: Any Certificate designated as a
"Class
1-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 1-AV-3 Certificate: Any Certificate designated as a
"Class
1-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 1-AV Certificate: Any Class 1-AV-1, Class 1-AV-2 or Class
1-AV-3 Certificate.
Class 1-AV Corridor Contract: The transaction evidenced by the
related Confirmation (as assigned to the
Corridor Contract Administrator
pursuant to the Corridor Contract
Assignment Agreement), a form of which is
attached hereto as Exhibit Q-2.
Class 1-AV Corridor Contract Termination Date: With respect to
the
Class 1-AV Corridor Contract, the
Distribution Date in June 2009.
Class 1-AV Net Rate Cap: For any Distribution Date, the weighted
average Adjusted Net Mortgage Rate of the
Mortgage Loans in Loan
Group 2 for
such Distribution Date,
20
<PAGE>
adjusted to an effective rate reflecting
the calculation of interest on the
basis of the actual number of days elapsed
during the related Accrual Period
and a 360-day year.
Class 1-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 1-AV
Principal Distribution Target Amount and
the denominator of which is the sum
of the Class 1-AV Principal Distribution
Target Amount, Class 2-AV Principal
Distribution Target Amount and Class 3-AV
Principal Distribution Target
Amount.
Class 1-AV Principal Distribution Target Amount: With respect
to
any Distribution Date, the excess of (1)
the aggregate Certificate Principal
Balance of the Class 1-AV Certificates
immediately prior to such Distribution
Date, over (2) the lesser of (x) 52.60% 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 Initial Mortgage
Loans in Loan Group 2 as of the
Cut-off Date and the original Group 2
Pre-Funded Amount .
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-20 hereto,
representing the right to distributions as
set forth herein.
Class 2-AV-2 Certificate: Any Certificate designated as a
"Class
2-AV-2 Certificate" on the face thereof, in
the form of Exhibit A-21 hereto,
representing the right to distributions as
set forth herein.
Class 2-AV Certificate: Any Class 2-AV-1 or Class 2-AV-2
Certificate.
Class 2-AV Corridor Contract: The transaction evidenced by the
related Confirmation (as assigned to the
Corridor Contract Administrator
pursuant to the Corridor Contract
Assignment Agreement), a form of which is
attached hereto as Exhibit Q-3.
Class 2-AV Corridor Contract Termination Date: With respect to
the
Class 2-AV Corridor Contract, the
Distribution Date in August 2009.
Class 2-AV Net Rate Cap: For any Distribution Date, the
weighted
average Adjusted Net Mortgage Rate of the
Mortgage Loans in Loan Group 3 for
such Distribution Date, adjusted to an
effective rate reflecting the
calculation of interest on the basis of the
actual number of days elapsed
during the related Accrual Period and a
360-day year.
Class 2-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 2-AV
Principal Distribution Target Amount and
the denominator of which is the sum
of the Class 1-AV Principal Distribution
Target Amount, Class 2-AV Principal
Distribution Target Amount and Class 3-AV
Principal Distribution Target
Amount.
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<PAGE>
Class 2-AV Principal Distribution Target Amount: With respect
to
any Distribution Date, the excess of (1)
the aggregate Certificate Principal
Balance of the Class 2-AV Certificates
immediately prior to such Distribution
Date, over (2) the lesser of (x) 52.60% 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 Initial Mortgage
Loans in Loan Group 3 as of the
Cut-off Date and the original Group 3
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-22 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-23 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-24 hereto,
representing the right to distributions as
set forth herein.
Class 3-AV Certificate: Any Class 3-AV-1, Class 3-AV-2 or Class
3-AV-3 Certificate.
Class 3-AV Corridor Contract: The transaction evidenced by the
related Confirmation (as assigned to the
Corridor Contract Administrator
pursuant to the Corridor Contract
Assignment Agreement), a form of which is
attached hereto as Exhibit Q-4.
Class 3-AV Corridor Contract Termination Date: With respect to
the
Class 3-AV Corridor Contract, the
Distribution Date in January 2009.
Class 3-AV Net Rate Cap: For any Distribution Date, the
weighted
average Adjusted Net Mortgage Rate of the
Mortgage Loans in Loan Group 4 for
such Distribution Date, adjusted to an
effective rate reflecting the
calculation of interest on the basis of the
actual number of days elapsed
during the related Accrual Period and a
360-day year.
Class 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 1-AV Principal Distribution
Target Amount, Class 2-AV 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) 52.60% of
the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group
4 for such Distribution Date and
(y) the aggregate Stated Principal Balance
of the Mortgage Loans in Loan Group
4 for
22
<PAGE>
such Distribution Date minus 0.50% of the
sum of the aggregate Stated
Principal Balance of the Initial Mortgage
Loans in Loan Group 4 as of the
Cut-off Date and the original Group 4
Pre-Funded Amount.
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 Net Rate Cap: For any Distribution Date, the weighted
average Adjusted Net Mortgage Rate on the
Mortgage Loans in Loan Group 1 for
such Distribution Date, 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.
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) 67.70% 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-1 Corridor Contract: The transaction evidenced by the
related Confirmation (as assigned to the
Corridor Contract Administrator
pursuant to the Corridor Contract
Assignment Agreement), a form of which is
attached hereto as Exhibit Q-1.
Class AF-1 Corridor Contract Termination Date: With respect to
the
Class AF-1 Corridor Contract, the
Distribution Date in January 2007.
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 Class AF-5A or Class AF-5B
Certificate.
Class AF-5A Certificate: Any Certificate designated as a "Class
AF-5A Certificate" on the face thereof, in
the form of Exhibit A-5 hereto,
representing the right to distributions as
set forth herein.
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<PAGE>
Class AF-5B Available Funds: With respect to any Distribution
Date, funds allocated from amounts
available pursuant to this Agreement to
make distributions on the Class AF-5B
Certificates on such Distribution Date,
other than any Insured Amounts.
Class AF-5B Certificate: Any Certificate designated as a "Class
AF-5B Certificate" on the face thereof, in
the form of Exhibit A-6 hereto,
representing the right to distributions as
set forth herein.
Class AF-5B Insurer: Ambac in its capacity as insurer under the
Class AF-5B Policy, and any permitted
successor or assign.
Class AF-5B Insurer Contact Person: The officer designated by
the
Master Servicer to provide information to
the Class AF-5B Insurer pursuant to
Section 4.06(i).
Class AF-5B Insurer Default: As defined in Section 4.06(l).
Class AF-5B Net Rate Cap: With respect to any Distribution
Date,
the weighted average Adjusted Net Mortgage
Rate of the Mortgage Loans in Loan
Group 1 for such Distribution Date, less
the Class AF-5B Policy Premium Rate
adjusted to an effective rate reflecting
the calculation of interest on the
basis of the actual number of days elapsed
during the related Accrual Period
and a 360-day year.
Class AF-5B Policy: The irrevocable Certificate Guaranty
Insurance
Policy, No. AB0867BE, including any
endorsements thereto, issued by Ambac with
respect to the Class AF-5B Certificates, in
the form attached hereto as
Exhibit R.
Class AF-5B 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-5B Certificateholders and
designated "The Bank of New York in trust
for registered holders of CWABS,
Inc., Asset-Backed Certificates, Series
2005-1, Class AF-5B". Funds in the
Class AF-5B Policy Payments Account shall
be held in trust for the Class AF-5B
Certificateholders for the uses and
purposes set forth in this Agreement.
Class AF-5B Premium: For any Distribution Date is the fee
payable
to the Class AF-5B Insurer in respect of
its services as Class AF-5B Insurer
that accrues at the Class AF-5B Policy
Premium Rate for the Class AF-5B
Certificates on a balance equal to the
Certificate Principal Balance of the
Class AF-5B Certificates immediately prior
to such Distribution Date. The
Class AF-5B Premium shall be computed on
the basis of a 360-day year
consisting of twelve 30-day months.
Class AF-5B Policy Premium Rate: Means the rate per annum
specified in the Commitment Letter dated as
of March 30, 2005 between the
Class AF-5B Insurer and CHL.
Class AF-5B Reimbursement Amount: As to any Distribution Date,
(i)
all Insured Payments paid by the Class
AF-5B Insurer, but for which the Class
AF-5B 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
Late Payment Rate from the date such
Insured Payments were made.
24
<PAGE>
Class AF-6 Certificate: Any Certificate designated as a "Class
AF-6 Certificate" on the face thereof, in
the form of Exhibit A-7 hereto,
representing the right to distributions as
set forth herein.
Class AF-6 Portion: For 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 1-AV, Class 2-AV or Class 3-AV
Certificate.
Class BF Certificate: Any Certificate designated as a "Class BF
Certificate" on the face thereof, in the
form of Exhibit A-16 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-33 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-8 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-9 hereto,
representing the right to distributions as
set forth herein.
25
<PAGE>
Class MF-3 Certificate: Any Certificate designated as a "Class
MF-3 Certificate" on the face thereof, in
the form of Exhibit A-10 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-11 hereto,
representing the right to distributions as
set forth herein.
Class MF-5 Certificate: Any Certificate designated as a "Class
MF-5 Certificate" on the face thereof, in
the form of Exhibit A-12 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-13 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-14 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-15 hereto,
representing the right to distributions as
set forth herein.
Class MV-1 Certificate: Any Certificate designated as a "Class
MV-1 Certificate" on the face thereof, in
the form of Exhibit A-25 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-26 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-27 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-28 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-29 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-30 hereto,
representing the right to distributions as
set forth herein.
26
<PAGE>
Class MV-7
Certificate: Any Certificate designated as a "Class
MV-7 Certificate" on the face thereof, in
the form of Exhibit A-31 hereto,
representing the right to distributions as
set forth herein.
Class MV-8 Certificate: Any Certificate designated as a "Class
MV-8 Certificate" on the face thereof, in
the form of Exhibit A-32 hereto,
representing the right to distributions as
set forth herein.
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, Loan Group
3 and Loan Group 4 that have a
Prepayment Charge Period.
Closing Date: March
30, 2005.
Code: The Internal Revenue Code of 1986, including any
successor
or amendatory provisions.
Collateral Schedule:
Schedule II hereto.
Compensating Interest: With respect to the Mortgage Loans in
each
Loan Group and any Distribution Date, an
amount equal to the lesser of (x)
one-half of the Servicing Fee for such
Mortgage Loans for the related Due
Period and (y) the aggregate Prepayment
Interest Shortfalls for such Mortgage
Loans for such Distribution Date.
Confirmation: Any of the Confirmations dated March 22, 2005
evidencing a transaction between the
Corridor Contract Counterparty and CHL
relating to the Corridor Contracts.
Corporate Trust Office: The designated office of the Trustee in
the State of New York where at any
particular time its corporate trust
business with respect to this Agreement
shall be administered, which office at
the date of the execution of this Agreement
is located at 101 Barclay Street,
New York, New York 10286 (Attention:
Corporate Trust MBS Administration),
telephone: (212) 815-3236, facsimile: (212)
815-3986.
27
<PAGE>
Corridor Contract: The
Class AF-1 Corridor
Contract, Class
1-AV
Corridor Contract, Class 2-AV Corridor Contract,
Class 3-AV Corridor Contract
or Adjustable Rate Subordinate Corridor
Contract, as applicable.
Corridor Contract Administration Agreement: The corridor
contract
administration agreement dated as of the
Closing Date among CHL, the Trustee
and the Corridor Contract Administrator, a
form of which is attached hereto as
Exhibit S-2.
Corridor Contract Administrator: The Bank of New York, in its
capacity as corridor contract administrator
under the Corridor Contract
Administration Agreement.
Corridor Contract Assignment Agreement: The assignment
agreement
dated as of the Closing Date among CHL, the
Corridor Contract Administrator
and the Corridor Contract Counterparty, a
form of which is attached hereto as
Exhibit S-1.
Corridor Contract Counterparty: Bear Stearns Financial Products
Inc. and its successors.
Corridor Contract Termination Date: The Adjustable Rate
Subordinate Corridor Contract Termination
Date, Class 1-AV Corridor Contract
Termination Date, Class 2-AV Corridor
Contract Termination Date, Class 3-AV
Corridor Contract Termination Date and
Class AF-1 Corridor Contract
Termination Date, as applicable.
Credit Bureau Risk Score: A statistical credit score obtained
by
CHL in connection with the origination of a
Mortgage Loan.
Co-Trustee: The Bank of New York Trust Company, N.A., a
national
banking association, not in its individual
capacity, but solely in its
capacity as co-trustee for the benefit of
the Certificateholders under this
Agreement, and any successor thereto, and
any corporation or national banking
association resulting from or surviving any
consolidation or merger to which
it or its successors may be a party.
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
2005-1". Funds in the Credit Comeback
Excess Account shall be held in trust for
the Certificateholders for the uses
and purposes set forth in this
Agreement.
Credit Comeback Excess Cashflow: With respect to any
Distribution
Date, any amounts in the Credit Comeback
Excess Account available for such
Distribution Date.
Credit Comeback Excess Amount: With respect to the Credit
Comeback
Loans in Loan Group 1 and any Master
Servicer Advance Date, the portion of the
sum of the following (without duplication)
attributable to the excess, if any,
of the actual mortgage rate on each Credit
Comeback Loan and the Mortgage Rate
on such Credit Comeback Loan: (i) all
scheduled interest collected during the
related Due Period with respect to the
Credit Comeback Loans, (ii) all
Advances relating to interest with respect
to the Credit Comeback Loans, (iii)
all
28
<PAGE>
Compensating Interest with respect to the
Credit Comeback Loans and (iv)
Liquidation Proceeds with respect to the
Credit Comeback Loans collected
during the related Due Period (to the
extent such Liquidation Proceeds relate
to interest), less all Nonrecoverable
Advances relating to interest reimbursed
during the related Due Period.
Credit Comeback Loan: Any Mortgage Loan for which the related
Mortgage Rate is subject to reduction (not
exceeding 0.375% per annum) for
good payment history of Scheduled Payments
by the related Mortgagor.
Cross-Over Situation: With respect to any Distribution Date and
Loan Group 2, Loan Group 3 and Loan Group 4
(after taking into account
principal distributions on such
Distribution Date), a Cross-Over Situation
shall exist (i) with respect to the R-2-A,
R-2-B and R-2-C Interests, if the
R-2-A, R-2-B and R-2-C Interests are in the
aggregate less than 1% of the
Subordinate Component Balance of Loan Group
2, Loan Group 3 and Loan Group 4.
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: In the case of any Initial Mortgage Loan, the
later
of (x) March 1, 2005 and (y) the date of
origination of such Mortgage Loan
(the "Initial Cut-off Date"), and in the
case of any Subsequent Mortgage Loan,
the later of (x) the first day of the month
of the related Subsequent Transfer
Date and (y) the date of origination of
such Subsequent Mortgage Loan (the
related "Subsequent Cut-off Date"). When
used with respect to any Mortgage
Loan the "Cut-off Date" shall mean the
related Cut-off Date.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid principal balance thereof as of the
close of business on the Cut-off
Date after application of all payments of
principal due on or prior to the
Cut-off Date, whether or not received, and
all Principal Prepayments received
on or prior to the Cut-off Date, but
without giving effect to any installments
of principal received in respect of Due
Dates after the Cut-off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent
jurisdiction in a proceeding under the
Bankruptcy Code in the Scheduled Payment
for such Mortgage Loan that became
final and non-appealable, except such a
reduction resulting from a Deficient
Valuation or any other reduction that
results in a permanent forgiveness of
principal.
Deficiency Amount:
With respect to:
(a) any Distribution Date prior to the Last Scheduled
Distribution
Date, the excess, if any, of the Current
Interest on the Class AF-5B
Certificates net of any interest shortfalls
resulting from Prepayment Interest
Shortfalls or any shortfalls resulting from
the application of the Relief Act,
or similar state or local laws, over Class
AF-5B Available Funds for such
Distribution Date,
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<PAGE>
(b) the Last Scheduled Distribution Date, an amount equal to
the
sum of (1) the excess, if any, of the
Current Interest on the Class AF-5B
Certificates net of any interest shortfalls
resulting from Prepayment Interest
Shortfalls and any interest shortfalls
resulting from the application of the
Relief Act, or similar state or local laws
over the Class AF-5B Available
Funds for such Distribution Date and (2)
the Certificate Principal Balance of
the Class AF-5B Certificates on such Last
Scheduled Distribution Date (after
taking into account all distributions to be
made to the Class AF-5B
Certificates on such Distribution Date);
and
(c) any date on which the acceleration of the Certificates has
been directed or consented to by the Class
AF-5B Insurer, the excess of (i)
the amount required to pay the outstanding
Certificate Principal Balance of
the Class AF-5B Certificates in full,
together with accrued and unpaid
interest thereon through the date of
payment of the Class AF-5B Certificates
and (ii) the Class AF-5B Available Funds
for that Distribution Date.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation by a court of competent
jurisdiction of the Mortgaged Property in an
amount less than the then outstanding
indebtedness under such Mortgage Loan,
or any reduction in the amount of principal
to be paid in connection with any
Scheduled Payment that results in a
permanent forgiveness of principal, which
valuation or reduction results from an
order of such court that is final and
non-appealable in a proceeding under the
Bankruptcy Code.
Definitive Certificates: As defined in Section 5.06
hereof.
Delay Delivery Mortgage Loans: (i) The Initial Mortgage Loans
identified on the schedule of Mortgage
Loans hereto set forth on Exhibit F-2
hereof for which all or a portion of a
related Mortgage File is not delivered
to the Co-Trustee on or prior to the
Closing Date, and (ii) the Subsequent
Mortgage Loans identified on the schedule
of Subsequent Mortgage Loans set
forth in Annex A to each related Subsequent
Transfer Agreement for which all
or a portion of the related Mortgage File
is not delivered to the Co-Trustee
on or prior to the related Subsequent
Transfer Date. The Depositor shall
deliver (or cause delivery of) the Mortgage
Files to the Co-Trustee: (A) with
respect to at least 50% of the Initial
Mortgage Loans, not later than the
Closing Date and with respect to at least
10% of the Subsequent Mortgage Loans
conveyed on a Subsequent Transfer Date, not
later than such Subsequent
Transfer Date, (B) with respect to at least
an additional 40% of the Initial
Mortgage Loans, not later than 20 days
after the Closing Date, and not later
than 20 days after the relevant Subsequent
Transfer Date with respect to the
remaining Subsequent Mortgage Loans
conveyed on such Subsequent Transfer Date,
and (C) with respect to the remaining
Initial Mortgage Loans, not later than
thirty days after the Closing Date. To the
extent that Countrywide Home Loans,
Inc. shall be in possession of any Mortgage
Files with respect to any Delay
Delivery Mortgage Loan, until delivery to
of such Mortgage File to the
Co-Trustee as provided in Section 2.01,
Countrywide Home Loans, Inc. shall
hold such files as agent and in trust for
the Co-Trustee.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced
by a Replacement Mortgage Loan.
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
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<PAGE>
payment is scheduled to be due. A Mortgage
Loan is "30 days delinquent" if
such payment has not been received by the
close of business on the
corresponding day of the month immediately
succeeding the month in which such
payment was due, or, if there is no such
corresponding day (e.g., as when a
30-day month follows a 31-day month in
which a payment was due on the 31st day
of such month), then on the last day of
such immediately succeeding month.
Similarly for "60 days delinquent," "90
days delinquent" and so on.
Denomination: With respect to each Certificate, the amount set
forth on the face thereof as the "Initial
Certificate Balance of this
Certificate" or, if not the foregoing, the
Percentage Interest appearing on
the face thereof, as applicable.
Depositor: CWABS, Inc., a Delaware corporation, or its
successor
in interest.
Depository: The initial Depository shall be The Depository
Trust
Company, the nominee of which is Cede &
Co., or any other organization
registered as a "clearing agency" pursuant
to Section 17A of the Securities
Exchange Act of 1934, as amended. The
Depository shall initially be the
registered Holder of the Book-Entry
Certificates. The Depository shall at all
times be a "clearing corporation" as
defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New
York.
Depository Agreement: With respect to the Book-Entry
Certificates,
the agreement among the Depositor, the
Trustee and the initial Depository,
dated as of the Closing Date, substantially
in the form of Exhibit O.
Depository Participant: A broker, dealer, bank or other
financial
institution or other person for whom from
time to time a Depository effects
book-entry transfers and pledges of
securities deposited with the Depository.
Determination Date: With respect to any Distribution Date, the
15th day of the month of such Distribution
Date or, if such 15th day is not a
Business Day, the immediately preceding
Business Day.
Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to
Section 3.05(c) in the name of the
Trustee for the benefit of the
Certificateholders and designated "The Bank of
New York, in trust for registered Holders
of CWABS, Inc., Asset-Backed
Certificates, Series 2005-1". 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 April
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.
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<PAGE>
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-5B Policy, in the case of the
Class AF-5B Certificates) as evidenced by a
letter from each Rating Agency to
the Trustee. Eligible Accounts may bear
interest, and may include, if
otherwise qualified under this definition,
accounts maintained with the
Trustee.
Eligible Repurchase Month: As defined in Section 3.12(d)
hereof.
ERISA: The Employee
Retirement
Income Security Act of 1974, as
amended.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that
meets the applicable requirements of
the Underwriter's Exemption.
ERISA-Restricted Certificates: The Class A-R Certificates, Class
P
Certificates, Class C Certificates and
Certificates of any Class that ceases
to satisfy the applicable rating
requirement under the Underwriter's
Exemption.
Escrow Account: As
defined in Section 3.06 hereof.
Event of Default: As
defined in Section 7.01 hereof.
Excess 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
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<PAGE>
Proceeds are required to be distributed on
the Stated Principal Balance of
such Liquidated Mortgage Loan outstanding
during each Due Period as to which
such interest was not paid or advanced.
Expense Fee Rate: With respect to any Mortgage Loan, the sum of
(i) the Servicing Fee Rate and (ii) the
Trustee Fee Rate.
Extra Principal Distribution Amount: With respect to any
Distribution Date and (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 the Credit
Comeback Excess Amount available for
payment thereof and (B) each of Loan Group
2, Loan Group 3 and Loan Group 4,
the lesser of (1) the Adjustable Rate
Overcollateralization Deficiency Amount
and (2) the Adjustable Rate Loan Group
Excess Cashflow available for payment
thereof, to be allocated between Loan Group
2, Loan Group 3 and Loan Group 4,
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.
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, MF-8 and
Class BF Certificates.
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 is in effect
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:
Distribution Date
Percentage
-----------------
----------
April 2008 -- March 2009........... 1.50% with respect to April
2008,
plus an additional 1/12th of
1.00% for each month thereafter
through March 2009
April 2009 -- March 2010........... 2.50% with respect to April
2009,
plus an additional 1/12th of
0.75% for each month thereafter
through March 2010
April 2010 -- March 2011........... 3.25% with respect to April
2010,
plus an additional 1/12th of
0.50%
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<PAGE>
Distribution Date
Percentage
-----------------
----------
for each month thereafter through
March 2011
April 2011 and thereafter.......... 3.75%
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
45.50% and the Fixed Rate Senior
Enhancement Percentage 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-5B Premium
and any Class AF-5B Reimbursement Amount to
the Class AF-5B Insurer, in each
case for such Distribution Date pursuant to
Section 4.04(a)(ii)(k), and (ii)
the amount remaining after the distribution
of principal to Certificateholders
and the payment of any unpaid Class AF-5B
Premium and any unpaid Class AF-5B
Reimbursement Amount to the Class AF-5B
Insurer, in each case for such
Distribution Date pursuant to Section
4.04(c)(1)(K) or 4.04(c)(2)(L).
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 distributions in
respect of the Principal Remittance Amount
for Loan Group 1 on 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 2.45% 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 4.90% 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.
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<PAGE>
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 the Group 1
Pre-Funded Amount 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
distributions of the Principal Remittance
Amount for Loan Group 1 to be made
on such Distribution Date).
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 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 later to occur of (x) the
Distribution Date in April 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 67.70% 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.
35
<PAGE>
Fixed Rate Subordinate Net Rate Cap: With respect to any
Distribution Date, the weighted average of
the Adjusted Net Mortgage Rate of
the Mortgage Loans in Loan Group 1 for such
Distribution Date.
Fixed Rate Trigger Event: With respect to any Distribution Date
on
or after the Fixed Rate Stepdown Date,
consists of 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 $25,000 and (y) May 16, 2005.
Gross Margin: The percentage set forth in the related Mortgage
Note for the Adjustable Rate Mortgage Loans
to be added to the Index for use
in determining the Mortgage Rate on each
Adjustment Date, and which is set
forth in the Mortgage Loan Schedule for the
Adjustable Rate Mortgage Loans.
Group 1 Mortgage Loans: The group of Mortgage Loans identified
in
the related Mortgage Loan Schedule as
"Group 1 Mortgage Loans", including in
each case any Mortgage Loans delivered in
replacement thereof.
Group 1 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
$9,841,709.
Group 2 Mortgage Loans: The group of Mortgage Loans identified
in
the related Mortgage Loan Schedule as
"Group 2 Mortgage Loans", including in
each case any Mortgage Loans delivered in
replacement thereof.
Group 2 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent
Mortgage Loans as Group 2 Mortgage Loans
on the Closing Date, which shall equal
$82,634,256.69.
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 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
$17,885,224.44.
Group 3 Sequential Trigger Event: With respect to any
Distribution
Date (i) prior to the Distribution Date in
April 2008, if (x) the aggregate
amount of Realized Losses on the
36
<PAGE>
Mortgage Loans in 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 3 received through the last day
of that Due Period) exceeds (y)
3.25% of the sum of the aggregate Cut-off
Date Principal Balance of the
Initial Mortgage Loans in Loan Group 3 and
the Group 3 Pre-Funded Amount or
(ii) on or after the Distribution Date in
April 2008, if an Adjustable Rate
Trigger Event is in effect.
Group 4 Mortgage Loans: The group of Mortgage Loans identified
in
the related Mortgage Loan Schedule as
"Group 4 Mortgage Loans", including in
each case any Mortgage Loans delivered in
replacement thereof.
Group 4 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent
Mortgage Loans as Group 4 Mortgage Loans
on the Closing Date, which shall equal
$12,756,589.14.
Group 4 Sequential Trigger Event: With respect to any
Distribution
Date (i) prior to the Distribution Date in
April 2008, if (x) the aggregate
amount of Realized Losses on the Mortgage
Loans in Loan Group 4 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 4 received through the
last day of that Due Period) exceeds (y)
3.25% of the sum of the aggregate
Cut-off Date Principal Balance of the
Initial Mortgage Loans in Loan Group 4
and the Group 4 Pre-Funded Amount or (ii)
on or after the Distribution Date in
April 2008, if an Adjustable Rate Trigger
Event is in effect.
Group Net Rate Cap. With respect to Loan Group 2, the Loan Group
2
Net Rate Cap, with respect to Loan Group 3,
the Loan Group 3 Net Rate Cap and
with respect to Loan Group 4, the Loan
Group 4 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.
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<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: As defined in the definition of Cut-off
Date.
Initial Mortgage Loan: A Mortgage Loan conveyed to the Trustee
on
the Closing Date pursuant to this Agreement
as identified on the Mortgage Loan
Schedule delivered to the Trustee on the
Closing Date.
Initial Mortgage Rate: As to each Adjustable 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-5B Insurer
under the Class AF-5B 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 Amounts:
With respect to any Distribution Date, the
Deficiency Amount for such Distribution
Date.
Insured Expenses:
Expenses covered by an
Insurance Policy or any
other insurance policy with respect to the
Mortgage Loans.
Insured Payments: With respect to any Distribution Date, the
aggregate amount actually paid by the Class
AF-5B Certificate Insurer to the
Trustee in respect of (i) Insured Amounts
for a Distribution Date and (ii)
Preference Amounts for any given Business
Day.
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
38
<PAGE>
respect to prior Distribution Dates over
(ii) the amount actually distributed
to such Class with respect to interest on
such prior Distribution Dates.
Interest Determination Date: With respect to the first Accrual
Period for the Adjustable Rate
Certificates, March 28, 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 and the Mortgage
Insurance Premium for such Distribution
Date allocable to such Loan Group.
Interest Remittance Amount: With respect to the Mortgage Loans
in
each Loan Group and any Master Servicer
Advance Date, (x) the sum, without
duplication, of (i) all scheduled interest
collected during the related Due
Period (for the avoidance of doubt, other
than Credit Comeback Excess Amounts)
with respect to the related Mortgage Loans
less the related Servicing Fee,
(ii) all interest on prepayments, 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-5B
Certificates, the Distribution Date
occurring in July 2035.
Late Payment Rate: With respect to any Distribution Date, the
lesser of (i) the greater of (a) the rate
of interest, as it is 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 2% and (b) the then
applicable highest rate of interest on the
Class AF-5B Certificates and (ii)
the maximum rate permissible under
applicable usury or similar laws limiting
interest rates. The Late Payment Rate shall
be computed on the basis of the
actual number of days elapsed over a year
of 360 days.
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.
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<PAGE>
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 accordance with Section 3.12) in the
related Prepayment Period that it has
received all amounts it expects to receive
in connection with such
liquidation.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or
complete liquidation of Mortgage
Loans, whether through trustee's sale,
foreclosure sale or otherwise or
amounts received in connection with any
condemnation or partial release of a
Mortgaged Property and any other proceeds
received in connection with an REO
Property received in connection with or
prior to such Mortgage Loan becoming a
Liquidated Mortgage Loan, less the sum of
related unreimbursed Advances,
Servicing Fees and Servicing Advances.
Loan Group: Any of
Loan Group 1, Loan
Group 2, Loan Group 3 or
Loan Group 4.
Loan Group 1: The
Group 1 Mortgage Loans.
Loan Group 2: The
Group 2 Mortgage Loans.
Loan Group 3: The
Group 3 Mortgage Loans.
Loan Group 4: The
Group 4 Mortgage Loans.
Loan Group Net Rate Cap of the Related Loan Group: With respect
to
Loan Group 1, the Loan Group 1 Net Rate
Cap, with respect to Loan Group 2, the
Loan Group 2 Net Rate Cap, with respect to
Loan Group 3, the Loan Group 3 Net
Rate Cap and with respect to Loan Group 4,
the Loan Group 4 Net Rate Cap.
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.
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<PAGE>
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.................
0.100%
0.100%
-------------------------------------------------------------
Class 1-AV-1...............
0.090%
0.180%
-------------------------------------------------------------
Class 1-AV-2...............
0.200%
0.400%
-------------------------------------------------------------
Class 1-AV-3...............
0.290%
0.580%
-------------------------------------------------------------
Class 2-AV-1...............
0.190%
0.380%
-------------------------------------------------------------
Class 2-AV-2...............
0.240%
0.480%
-------------------------------------------------------------
Class 3-AV-1...............
0.090%
0.180%
-------------------------------------------------------------
Class 3-AV-2...............
0.250%
0.500%
-------------------------------------------------------------
Class 3-AV-3...............
0.250%
0.500%
-------------------------------------------------------------
Class MV-1.................
0.400%
0.600%
-------------------------------------------------------------
Class MV-2.................
0.440%
0.660%
-------------------------------------------------------------
Class MV-3.................
0.480%
0.720%
-------------------------------------------------------------
Class MV-4.................
0.600%
0.900%
-------------------------------------------------------------
Class MV-5.................
0.650%
0.975%
-------------------------------------------------------------
Class MV-6.................
0.730%
1.095%
-------------------------------------------------------------
Class MV-7.................
1.250%
1.875%
-------------------------------------------------------------
Class MV-8.................
1.400%
2.100%
-------------------------------------------------------------
Class BV...................
1.950%
2.925%
-------------------------------------------------------------
(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.
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<PAGE>
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 Subordinate Net Rate Cap: For each
Distribution Date, the weighted average of
the Group 2 Net Rate Cap, Group 3
Net Rate Cap and Group 4 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 Subordinate Net Rate Cap
will be the Calculation Rate in respect of
the Class C and Class D Interests
in REMIC 2.
Modified Mortgage Loan: As defined in Section 3.12(a).
MOM Loan: Any Mortgage Loan, as to which MERS is acting as
mortgagee, solely as nominee for the
originator of such Mortgage Loan and its
successors and assigns.
Monthly
Statement: The statement delivered to the
Certificateholders pursuant to Section
4.05.
Moody's: Moody's
Investors Service, Inc. and its successors.
Mortgage: The mortgage, deed of trust or other instrument
creating
a first lien on or first priority ownership
interest in an estate in fee
simple in real property securing a Mortgage
Note.
Mortgage File: The mortgage documents listed in Section 2.01
hereof pertaining to a particular Mortgage
Loan and any additional documents
delivered to the Co-Trustee to be added to
the Mortgage File pursuant to this
Agreement.
Mortgage Loan Schedule: The list of Mortgage Loans (as from
time
to time amended by the Master Servicer to
reflect the deletion of Liquidated
Mortgage Loans and Deleted Mortgage Loans
and the addition of (x) Replacement
Mortgage Loans pursuant to the provisions
of this Agreement and (y) Subsequent
Mortgage Loans pursuant to the provisions
of 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;
42
<PAGE>
(v) the maturity
date;
(vi) the original
principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the first payment date of the Mortgage Loan;
(ix) the Scheduled Payment in effect as of the Cut-off Date;
(x) the Loan-to-Value Ratio at origination;
(xi) a code indicating whether the residential dwelling at
the time of origination was represented to be owner-occupied;
(xii) a code indicating whether the residential dwelling is
either (a) a detached single-family dwelling, (b) a two-family
residential property, (c) a three-family residential property,
(d)
a four-family residential property, (e) planned unit
development,
(f) a low-rise condominium unit, (g) a high-rise condominium
unit
or (h) manufactured housing;
(xiii) 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;
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<PAGE>
(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 Group 1 Mortgage Loans, Group 2
Mortgage Loans, Group 3 Mortgage Loans and
Group 4 Mortgage Loans transferred
and assigned to the Trustee pursuant to the
provisions hereof and any
Subsequent Transfer Agreement as from time
to time are held as part of the
Trust Fund (including any REO Property),
the mortgage loans so held being
identified in the Mortgage Loan Schedule,
notwithstanding foreclosure or other
acquisition of title of the related
Mortgaged Property. Any mortgage loan that
was intended by the parties hereto to be
transferred to the Trust Fund as
indicated by such Mortgage Loan Schedule
which is in fact not so transferred
for any reason, including a breach of the
representation contained in Section
2.02 hereof, shall continue to be a
Mortgage Loan hereunder until the Purchase
Price with respect thereto has been paid to
the Trust Fund.
Mortgage Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of
a Mortgagor under a Mortgage Loan.
Mortgage Pool: The aggregate of the Mortgage Loans identified
in
the Mortgage Loan Schedule.
Mortgage Rate: The annual rate of interest borne by a Mortgage
Note from time to time; 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
---------------------------------------------------- ----------
44
<PAGE>
April 2005 - March 2008.........................
0%
April 2008 - March 2010.........................
45%
April 2010 - March 2011.........................
80%
April 2011 - March 2012.........................
100%
April 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) and 4.04(e)(1)
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: (i) With respect to each Class of Class AF
Certificates (other than the Class AF-5B
Certificates), the Class AF Net Rate
Cap, (ii) with respect to the Class AF-5B
Certificates, the Class AF Net Rate
Cap less the Class AF-5B Policy Premium
Rate, (iii) with respect to the Class
1-AV Certificates, the Class 1-AV Net Rate
Cap, (iv) with respect to each
Class of Class 2-AV Certificates, the Class
2-AV Net Rate Cap, (v) with
respect to each Class of Class 3-AV
Certificates, the Class 3-AV Net Rate Cap,
(vi) with respect to each Class of Fixed
Rate Subordinate Certificates, the
Fixed Rate Subordinate Net Rate Cap and
(vii) with respect to each 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.
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
45
<PAGE>
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, 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 2.850% 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 the last
sentence of Section 9.01 hereof.
Optional Termination Date: The first Distribution Date on which
the aggregate Stated Principal Balance of
the Mortgage Loans is less than or
equal to 10% of the sum of the aggregate
Cut-off Date Principal Balance of the
Initial Mortgage Loans and the Pre-Funded
Amount.
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<PAGE>
Original Value: The value of the property underlying a Mortgage
Loan based, in the case of the purchase of
the underlying Mortgaged Property,
on the lower of an appraisal satisfactory
to the Master Servicer or the sales
price of such property or, in the case of a
refinancing, on an appraisal
satisfactory to the Master Servicer.
OTS: The Office of
Thrift Supervision.
Outstanding: With
respect to the
Certificates as of any
date of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except:
(i) Certificates
theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; and
(ii) Certificates in
exchange for which or in lieu of which
other Certificates have been executed and delivered by the
Trustee
pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Distribution Date, a
Mortgage
Loan with a Stated Principal Balance
greater than zero that was not the
subject of a Principal Prepayment in full,
and that did not become a
Liquidated Mortgage Loan, prior to the end
of the related Prepayment Period.
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.
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<PAGE>
------------------------------------------------------------
Pass-Through
Pass-Through
Class
Rate (1)
Rate (2)
------------------------------------------------------------
AF-2
4.355%
4.355%
------------------------------------------------------------
AF-3
4.575%
4.575%
------------------------------------------------------------
AF-4
5.147%
5.147%
------------------------------------------------------------
AF-5A
5.497%
5.997%
------------------------------------------------------------
AF-5B
5.417%
5.917%
------------------------------------------------------------
AF-6
5.030%
5.030%
------------------------------------------------------------
MF-1
5.456%
5.456%
------------------------------------------------------------
MF-2
5.505%
5.505%
------------------------------------------------------------
MF-3
5.555%
5.555%
------------------------------------------------------------
MF-4
5.654%
5.654%
------------------------------------------------------------
MF-5
5.754%
5.754%
------------------------------------------------------------
MF-6
5.853%
5.853%
------------------------------------------------------------
MF-7
6.101%
6.101%
------------------------------------------------------------
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-5B
Policy,
in the case of Class AF-5B 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-5B Policy, in the case of the Class AF-5B
Certificates);
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<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-5B Policy, in the case of Class AF-5B 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-5B Policy, in the case of Class AF-5B
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-5B
Policy,
in the case of Class AF-5B 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-5B Policy, in the case
of
Class AF-5B 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
49
<PAGE>
assigned to the Certificates by any Rating Agency (without
regard
to the Class AF-5B Policy, in the case of Class AF-5B
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
50
<PAGE>
thereof for these purposes if all of its
activities are subject to tax and,
with the exception of the Federal Home Loan
Mortgage Corporation, a majority
of its board of directors is not selected
by such government unit.
Person: Any individual, corporation, partnership, limited
liability company, joint venture,
association, joint-stock company, trust,
unincorporated organization or government,
or any agency or political
subdivision thereof.
Pool Stated Principal Balance: The aggregate of the Stated
Principal Balances of the Mortgage Loans
which were Outstanding Mortgage
Loans.
Preference Claim: As
defined in Section 4.06(h).
Preference Amount: Any payment of principal or interest on a
Class
AF-5B Certificate which has become Due for
Payment and which was made to a
Holder by or on behalf of the Trust, which
has been deemed a preferential
transfer and was previously recovered from
the Holder pursuant to the United
States Bankruptcy Code in accordance with a
final, non-appealable order of a
court of competent jurisdiction.
Pre-Funded Amount: The amount deposited in the Pre-Funding
Account
on the Closing Date, which shall equal
$123,117,779.27.
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 2005-1." Funds in the
Pre-Funding Account shall be held
in trust for the Certificateholders for the
uses and purposes set forth in
this Agreement and shall not be a part of
any REMIC created hereunder,
provided, however that any investment
income earned from Permitted Investments
made with funds in the Pre-Funding Account
will be for the account of CHL.
Prepayment Assumption: The applicable rate of prepayment, as
described in the Prospectus Supplement
relating to the Certificates.
Prepayment Charge: With respect to any Mortgage Loan, the
charges
or premiums, if any, due in connection with
a full or partial prepayment of
such Mortgage Loan within the related
Prepayment Charge Period in accordance
with the terms thereof (other than any
Master Servicer Prepayment Charge
Payment Amount).
Prepayment Charge Period: With respect to any Mortgage Loan,
the
period of time during which a Prepayment
Charge may be imposed.
51
<PAGE>
Prepayment Charge Schedule: As of the Initial Cut-off Date with
respect to each Initial Mortgage Loan and
as of the Subsequent Cut-off Date
with respect to each Subsequent Mortgage
Loan, a list attached hereto as
Schedule I (including the Prepayment Charge
Summary attached thereto), setting
forth the following information with
respect to each Prepayment Charge:
(i) the Mortgage Loan identifying number;
(ii) a code indicating the type of Prepayment Charge;
(iii) the state of origination of the related Mortgage Loan;
(iv) the date on which the first monthly payment was due on
the related Mortgage Loan;
(v) the term of the related Prepayment Charge; and
(vi) the principal balance of the related Mortgage Loan as
of the Cut-off Date.
As of the Closing Date, the Prepayment Charge Schedule shall
contain the necessary information for each
Initial Mortgage Loan. The
Prepayment Charge Schedule shall be amended
by the Master Servicer upon the
sale of any Subsequent Mortgage Loans to
the Trust Fund. In addition, the
Prepayment Charge Schedule shall be amended
from time to time by the Master
Servicer in accordance with the provisions
of this Agreement and a copy of
each related amendment shall be furnished
by the Master Servicer to the Class
P and Class C Certificateholders and the
NIM Insurer.
Prepayment Interest Excess: With respect to any Distribution
Date,
for each Mortgage Loan that was the subject
of a Principal Prepayment during
the period from the related Due Date to the
end of the related Prepayment
Period, any payment of interest received in
connection therewith (net of any
applicable Servicing Fee) representing
interest accrued for any portion of
such month of receipt.
Prepayment Interest Shortfall: With respect to any Distribution
Date, for each Mortgage Loan that was the
subject of a partial Principal
Prepayment or a Principal Prepayment in
full during the period from the
beginning of the related Prepayment Period
to the Due Date in such Prepayment
Period (other than a Principal Prepayment
in full resulting from the purchase
of a Mortgage Loan pursuant to Section
2.02, 2.03, 2.04, 3.12 or 9.01 hereof)
and for each Mortgage Loan that became a
Liquidated Mortgage Loan during the
related Due Period, the amount, if any, by
which (i) one month's interest at
the applicable Net Mortgage Rate on the
Stated Principal Balance of such
Mortgage Loan immediately prior to such
prepayment (or liquidation) or in the
case of a partial Principal Prepayment on
the amount of such prepayment (or
Liquidation Proceeds) exceeds (ii) the
amount of interest paid or collected in
connection with such Principal Prepayment
or such Liquidation Proceeds.
Prepayment Period:
As to any Distribution Date and related Due
Date, the period beginning with the opening of
business on the sixteenth day
of the calendar month preceding the
52
<PAGE>
month in which such Distribution Date
occurs (or, with respect to the first
Distribution Date, the period beginning on
March 1, 2005) and ending on the
close of business on the fifteenth day of
the month in which such Distribution
Date occurs.
Prime Rate: The prime commercial lending rate of The Bank of
New
York, as publicly announced to be in effect
from time to time. The Prime Rate
shall be adjusted automatically, without
notice, on the effective date of any
change in such prime commercial lending
rate. The Prime Rate is not
necessarily The Bank of New York's lowest
rate of interest.
Principal Distribution Amount: With respect to each
Distribution
Date and a Loan Group, the sum of (i) the
Principal Remittance Amount for such
Loan Group for such Distribution Date, (ii)
the Extra Principal Distribution
Amount for such Loan Group for such
Distribution Date, and (iii) with respect
to the Distribution Date immediately
following the end of the Funding Period,
the amount, if any, remaining in the
Pre-Funding Account at the end of the
Funding Period (net of any investment
income therefrom) allocable to such Loan
Group.
Principal Prepayment: Any Mortgagor payment or other recovery
of
(or proceeds with respect to) principal on
a Mortgage Loan (including loans
purchased or repurchased under Sections
2.02, 2.03, 2.04, 3.12 and 9.01
hereof) that is received in advance of its
scheduled Due Date to the extent it
is not accompanied by an amount as to
interest representing scheduled interest
due on any date or dates in any month or
months subsequent to the month of
prepayment. Partial Principal Prepayments
shall be applied by the Master
Servicer in accordance with the terms of
the related Mortgage Note.
Principal Relocation Payment: In the case of the Variable Loan
Groups and Variable Interests only, a
payment from any Loan Group to a REMIC 2
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
on or before 1:00 p.m. Pacific time
on the related Master Servicer Advance
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 is less than the aggregate
unpaid principal balance of any Deleted
Mortgage Loans delivered by the
Sellers in connection with a substitution
of a Mortgage Loan 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 Nonrecoverable Advances
relating to principal and certain
expenses reimbursable pursuant to Section
6.03 and reimbursed during the
related Due Period.
53
<PAGE>
Principal Reserve Fund: The separate Eligible Account created
and
initially maintained by the Trustee
pursuant to Section 3.08 in the name of
the Trustee for the benefit of the
Certificateholders and designated "The Bank
of New York in trust for registered Holders
of CWABS, Inc., Asset-Backed
Certificates, Series 2005-1". 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 October 25,
2004, relating to
asset-backed securities to be sold by the
Depositor.
Prospectus Supplement:
The prospectus
supplement dated March 11,
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
54
<PAGE>
Property was reduced below the principal
balance of the related Mortgage Note,
the amount by which the value of the
Mortgaged Property was reduced below the
principal balance of the related Mortgage
Note, and (ii) if the principal
amount due under the related Mortgage Note
has been reduced, the difference
between the principal balance of the
Mortgage Loan outstanding immediately
prior to such Deficient Valuation and the
principal balance of the Mortgage
Loan as reduced by the Deficient Valuation.
With respect to each Mortgage Loan
that has become the subject of a Debt
Service Reduction and any Distribution
Date, the amount, if any, by which the
related Scheduled Payment was reduced.
Record Date: With respect to any Distribution Date and the
Adjustable Rate Certificates, the Business
Day immediately preceding such
Distribution Date, or if such Certificates
are no longer Book-Entry
Certificates, the last Business Day of the
month preceding the month of such
Distribution Date. With respect to the
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
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M of Chapter 1 of the Code, and related
provisions, and regulations and
rulings promulgated thereunder, as the
foregoing may be in effect from time to
time.
Remittance Report: A report prepared by the Master Servicer and
delivered to the Trustee and the NIM
Insurer in accordance with Section 4.04.
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(d).
Request for
Document Release: A Request for Document Release
submitted by the Master Servicer to the
Co-Trustee,
substantially in the form
of Exhibit M.
Request for File
Release: A Request for
File Release
submitted
by the Master Servicer to the Co-Trustee, substantially in the form of
Exhibit N.
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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.
Required Secondary 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.
Responsible Officer: When used with respect to the Trustee, any
Vice President, any Assistant Vice
President, the Secretary, any Assistant
Secretary, any Trust Officer or any other
officer of the Trustee customarily
performing functions similar to those
performed by any of the above designated
officers and also to whom, with respect to
a particular matter, such matter is
referred because of such officer's
knowledge of and familiarity with the
particular subject.
Rolling Sixty-Day Delinquency Rate: With respect to any
Distribution Date on or after the Stepdown
Date 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; (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
Master
Servicer Advance Date in each of April
2005, May 2005 and June 2005, is the
sum of:
(a) the product
of: (1) the excess of the aggregate Stated
Principal Balances for such Distribution
Date of the Mortgage Loans (including
the Subsequent Mortgage Loans, if any)
owned by the Trust Fund at the
beginning of the related Due Period, over
the aggregate
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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 such Mortgage
Loans (including such Subsequent Mortgage
Loans, if any) (weighted on the
basis of the Stated Principal Balances
thereof for such Distribution Date) and
the denominator of which is 12; and
(b) the lesser
of:
(i) the product
of: (1) the amount on deposit in the
Pre-Funding Account at the beginning of the
related Due Period, and (2) a
fraction, the numerator of which is the
weighted average Net Mortgage Rate of
the Mortgage Loans (including Subsequent
Mortgage Loans, if any) owned by the
Trust Fund at the beginning of the related
Due Period (weighted on the basis
of the Stated Principal Balances thereof
for such Distribution Date) and the
denominator of which is 12; and
(ii) the excess of (x)
the sum of the amount of Current
Interest and Interest Carry Forward Amount
due and payable on the Interest
Bearing Certificates and the Class AF-5B
Premium, in each case for such
Distribution Date, over (y) Interest Funds
otherwise available to pay Current
Interest and the Interest Carry Forward
Amount on the Interest Bearing
Certificates for such Distribution Date
(after giving effect to the addition
of any amounts in clause (a) of this
definition of Seller Shortfall Interest
Requirement to Interest Funds for such
Distribution Date).
Senior Certificates: The Class 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 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.
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Sixty-Day Delinquency Rate: With respect to any Distribution
Date
on or after the related Stepdown 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
