Exhibit 4.1
EXECUTION COPY
==============================================================================
CWABS, INC.,
Depositor
COUNTRYWIDE HOME LOANS, INC.,
Seller
PARK MONACO INC.,
Seller
PARK SIENNA LLC,
Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
Master Servicer
and
THE BANK OF NEW YORK,
Trustee
-----------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2005
-----------------------------------------
ASSET-BACKED CERTIFICATES, SERIES 2005-12
<PAGE>
<TABLE>
<CAPTION>
Table of Contents
-----------------
Page
----
ARTICLE I.
DEFINITIONS
<S>
<C>
Section 1.01 Defined
Terms..................................................................................11
Section 1.02 Certain Interpretive
Provisions................................................................57
ARTICLE II.
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES
Section 2.01 Conveyance of Mortgage
Loans...................................................................57
Section 2.02 Acceptance by Trustee of the
Mortgage
Loans....................................................65
Section 2.03 Representations, Warranties
and Covenants of the Master Servicer and the
Sellers...............70
Section 2.04 Representations and
Warranties of the
Depositor................................................89
Section 2.05 Delivery of Opinion of
Counsel in Connection with Substitutions and
Repurchases................90
Section 2.06 Authentication and Delivery
of
Certificates....................................................91
Section 2.07 Covenants of the Master
Servicer...............................................................91
ARTICLE III.
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01 Master Servicer to Service
Mortgage
Loans......................................................91
Section 3.02 Subservicing; Enforcement of
the Obligations of Master
Servicer................................93
Section 3.03 Rights of the Depositor, the
Sellers, the Certificateholders, the NIM Insurer, the
Class 2-A-3 Insurer and the Trustee in Respect of the Master
Servicer..........................94
Section 3.04 Trustee to Act as Master
Servicer..............................................................95
Section 3.05 Collection of Mortgage Loan
Payments; Certificate Account; Distribution Account;
Pre-Funding Account; Seller Shortfall Interest
Requirement.....................................95
Section 3.06 Collection of Taxes,
Assessments and Similar Items; Escrow
Accounts............................99
Section 3.07 Access to Certain
Documentation and Information Regarding the Mortgage
Loans...................99
Section 3.08 Permitted Withdrawals from
the Certificate Account, Distribution Account, Carryover
Reserve Fund and the Principal Reserve
Fund...................................................100
Section 3.09
[Reserved]....................................................................................102
Section 3.10 Maintenance of Hazard
Insurance...............................................................102
Section 3.11 Enforcement of Due-On-Sale
Clauses; Assumption
Agreements.....................................103
Section 3.12 Realization Upon Defaulted
Mortgage Loans; Determination of Excess Proceeds and
Realized Losses; Repurchase of Certain Mortgage
Loans.........................................104
Section 3.13 Trustee to Cooperate;
Release of Mortgage
Files...............................................108
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<PAGE>
Section 3.14 Documents, Records and Funds
in Possession of Master Servicer to be Held for the
Trustee.......................................................................................109
Section 3.15 Servicing
Compensation........................................................................110
Section 3.16 Access to Certain
Documentation...............................................................110
Section 3.17 Annual Statement as to
Compliance.............................................................110
Section 3.18 Annual Independent Public
Accountants' Servicing Statement; Financial
Statements..............111
Section 3.19 The Corridor
Contracts........................................................................111
Section 3.20 Prepayment
Charges............................................................................112
ARTICLE IV.
DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
Section 4.01 Advances; Remittance
Reports..................................................................113
Section 4.02 Reduction of Servicing
Compensation in Connection with Prepayment Interest
Shortfalls.........114
Section 4.03
[Reserved]....................................................................................115
Section 4.04
Distributions.................................................................................115
Section 4.05 Monthly Statements to
Certificateholders......................................................124
Section 4.06 Class 2-A-3 Policy; Rights
of the Class 2-A-3
Insurer.........................................127
Section 4.07 Carryover Reserve
Fund........................................................................130
Section 4.08 Credit Comeback Excess
Account................................................................131
ARTICLE V.
THE CERTIFICATES
Section 5.01 The
Certificates..............................................................................132
Section 5.02 Certificate Register;
Registration of Transfer and Exchange of
Certificates...................133
Section 5.03 Mutilated, Destroyed, Lost
or Stolen
Certificates.............................................137
Section 5.04 Persons Deemed
Owners.........................................................................138
Section 5.05 Access to List of
Certificateholders' Names and
Addresses.....................................138
Section 5.06 Book-Entry
Certificates.......................................................................138
Section 5.07 Notices to
Depository.........................................................................139
Section 5.08 Definitive
Certificates.......................................................................139
Section 5.09 Maintenance of Office or
Agency...............................................................140
ARTICLE VI.
THE DEPOSITOR, THE MASTER SERVICER AND THE SELLERS
Section 6.01 Respective Liabilities of
the Depositor, the Master Servicer and the
Sellers..................140
Section 6.02 Merger or Consolidation of
the Depositor, the Master Servicer or the
Sellers..................140
Section 6.03 Limitation on Liability of
the Depositor, the Sellers, the Master Servicer, the NIM
Insurer and
Others............................................................................141
Section 6.04 Limitation on Resignation of
Master
Servicer..................................................142
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Section 6.05 Errors and Omissions
Insurance; Fidelity
Bonds................................................142
ARTICLE VII.
DEFAULT; TERMINATION OF MASTER SERVICER
Section 7.01 Events of
Default.............................................................................142
Section 7.02 Trustee to Act; Appointment
of
Successor......................................................144
Section 7.03 Notification to
Certificateholders............................................................146
ARTICLE VIII.
CONCERNING THE TRUSTEE
Section 8.01 Duties of
Trustee.............................................................................146
Section 8.02 Certain Matters Affecting
the
Trustee.........................................................147
Section 8.03 Trustee Not Liable for
Mortgage
Loans.........................................................148
Section 8.04 Trustee May Own
Certificates..................................................................149
Section 8.05 Master Servicer to Pay
Trustee's Fees and
Expenses............................................149
Section 8.06 Eligibility Requirements for
Trustee..........................................................149
Section 8.07 Resignation and Removal of
Trustee............................................................150
Section 8.08 Successor
Trustee.............................................................................151
Section 8.09 Merger or Consolidation of
Trustee............................................................151
Section 8.10 Appointment of Co-Trustee or
Separate
Trustee.................................................151
Section 8.11 Tax
Matters...................................................................................153
Section 8.12 Access to Records of the
Trustee..............................................................155
Section 8.13 Suits for
Enforcement.........................................................................155
ARTICLE IX.
TERMINATION
Section 9.01 Termination upon Liquidation
or Repurchase of all Mortgage
Loans..............................156
Section 9.02 Final Distribution on the
Certificates........................................................157
Section 9.03 Additional Termination
Requirements...........................................................158
ARTICLE X.
MISCELLANEOUS PROVISIONS
Section 10.01
Amendment.....................................................................................159
Section 10.02 Recordation of Agreement;
Counterparts........................................................161
Section 10.03 Governing
Law.................................................................................161
Section 10.04 Intention of
Parties..........................................................................161
Section 10.05
Notices.......................................................................................162
Section 10.06 Severability of
Provisions....................................................................163
Section 10.07
Assignment....................................................................................163
Section 10.08 Limitation on Rights of
Certificateholders....................................................163
Section 10.09 Inspection and Audit
Rights...................................................................164
Section 10.10 Certificates Nonassessable and
Fully
Paid.....................................................164
Section 10.11 Rights of NIM
Insurer.........................................................................164
</TABLE>
iii
<PAGE>
Exhibits
EXHIBIT A
Forms of Certificates
EXHIBIT A-1
Form of Class 1-A-1 Certificate
EXHIBIT A-2
Form of Class 1-A-2 Certificate
EXHIBIT A-3
Form of Class 1-A-3 Certificate
EXHIBIT A-4
Form of Class 1-A-4 Certificate
EXHIBIT A-5
Form of Class 1-A-5 Certificate
EXHIBIT A-6
Form of Class 1-A-6 Certificate
EXHIBIT A-7
Form of Class 2-A-1 Certificate
EXHIBIT A-8
Form of Class 2-A-2 Certificate
EXHIBIT A-9
Form of Class 2-A-3 Certificate
EXHIBIT A-10
Form of Class 2-A-4 Certificate
EXHIBIT A-11
Form of Class 2-A-5 Certificate
EXHIBIT A-12
Form of Class 3-A Certificate
EXHIBIT A-13
Form of Class 4-A Certificate
EXHIBIT A-14
Form
of Class M-1 Certificate
EXHIBIT A-15
Form of Class M-2 Certificate
EXHIBIT A-16
Form of Class M-3 Certificate
EXHIBIT A-17
Form of Class M-4 Certificate
EXHIBIT A-18
Form of Class M-5 Certificate
EXHIBIT A-19
Form of Class M-6 Certificate
EXHIBIT A-20
Form of Class M-7 Certificate
EXHIBIT A-21
Form of Class M-8 Certificate
EXHIBIT A-22
Form of Class B Certificate
EXHIBIT B
Form of
Class P Certificate
EXHIBIT C
Form of Class C Certificate
EXHIBIT D
Form of Class A-R Certificate
EXHIBIT E
Form of Tax Matters Person Certificate
EXHIBIT F
Mortgage Loan Schedule
EXHIBIT F-1
List of Mortgage Loans
EXHIBIT F-2
Mortgage Loans for which All or a Portion of a
Related Mortgage File is not Delivered to the
Trustee on or prior to the Closing Date
EXHIBIT G
Forms of Certification of Trustee
EXHIBIT G-1
Form of Initial Certification of Trustee (Initial
Mortgage Loans)
EXHIBIT G-2
Form of Interim Certification of Trustee
EXHIBIT G-3
Form of Delay Delivery Certification
EXHIBIT G-4
Form of Initial Certification of Trustee (Subsequent
Mortgage Loans)
EXHIBIT H
Form of Final Certification of Trustee
EXHIBIT I
Transfer Affidavit for Class A-R Certificates
EXHIBIT J-1
Form of Transferor Certificate for Class A-R
Certificates
EXHIBIT J-2
Form of Transferor Certificate for Private
Certificates
EXHIBIT K
Form of Investment Letter (Non-Rule 144A)
EXHIBIT L
Form of Rule 144A Letter
iv
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EXHIBIT M
Form of Request for Document Release
EXHIBIT N
Form of Request for File Release
EXHIBIT O
Copy of Depository Agreement
EXHIBIT P
Form of Subsequent Transfer Agreement
EXHIBIT Q
Form of Corridor Contracts
EXHIBIT Q-1
Form of Class 1-A-1 Corridor Contract
EXHIBIT Q-2
Form of Class 2-A-1 Corridor Contract
EXHIBIT Q-3
Form of Class 3-A Corridor Contract
EXHIBIT Q-4
Form of Class 4-A Corridor Contract
EXHIBIT Q-5
Form of Subordinate Corridor Contract
EXHIBIT R
Form of Class 2-A-3 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 September 1, 2005,
by and among CWABS, INC., a Delaware
corporation, as depositor (the
"Depositor"), COUNTRYWIDE HOME LOANS, INC.,
a New York corporation, as seller
("CHL" or a "Seller"), PARK MONACO INC., a
Delaware corporation, as a seller
("Park Monaco" or a "Seller"), PARK SIENNA
LLC, a Delaware limited liability
company, as a seller ("Park Sienna" or a
"Seller", and together with CHL and
Park Monaco, the "Sellers"), COUNTRYWIDE
HOME LOANS SERVICING LP, a Texas
limited partnership, as master servicer
(the "Master Servicer"), and THE BANK
OF NEW YORK, a New York banking
corporation, as trustee (the "Trustee").
PRELIMINARY
STATEMENT
The Depositor is the owner of the Trust Fund that is hereby
conveyed to the Trustee in return for the
Certificates. The Trust Fund
(excluding the Credit Comeback Excess
Account, the Carryover Reserve Fund, the
assets held in the Pre-Funding Account and
the Trust Fund's rights with
respect to payments received under the
Corridor Contracts) for federal income
tax purposes will consist of four REMICs
("REMIC 1," "REMIC 2," "REMIC 3" and
the "Master REMIC"). Each Certificate,
other than the Class A-R Certificate,
will represent ownership of one or more
regular interests in the Master REMIC
for purposes of the REMIC Provisions. The
Class A-R Certificate represents
ownership of the sole class of residual
interest in REMIC 1, REMIC 2, REMIC 3
and the Master REMIC. The Master REMIC will
hold as assets the several classes
of uncertificated REMIC 3 Interests (other
than the R-3-R Interest). 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 Credit Comeback
Excess Account, the Carryover Reserve Fund,
the assets held in the Pre-Funding
Account and the Trust Fund's rights with
respect to payments received under
the Corridor Contracts). The latest
possible maturity date of all REMIC
regular interests created in this Agreement
shall be the Latest Possible
Maturity Date.
REMIC
1:
The REMIC 1 Interests will have the principal balances, pass-
hrough rates and Corresponding Loan Groups
as set forth below.
<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
<PAGE>
R-1-4-S.....................................
(2)
(6)
4
R-1-X.......................................
(3)
(7)
1, 2, 3 and 4
R-1-P....................................... $100.00
(8)
N/A
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 1. 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 December 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
December 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 December 2005 is a per annum rate equal to 0.00%.
For any
Distribution Date (and the related Accrual Period) following
the
Distribution
Date in December 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 December 2005, this REMIC 1 Interest is entitled to
all the interest
payable with respect to the Subsequent Mortgage Loans in
the
Corresponding Loan Group (or Groups). For any Distribution Date
(and
the related
Accrual Period) following the Distribution Date in December
2005, the
interest rate for this REMIC 1 Interest is a per annum rate
equal to
0.00%.
(8) The R-1-P Interest is entitled to
all Prepayment Charges collected with
respect to the
Mortgage Loans. It pays no interest.
On each
Distribution Date, the Interest Funds and the Principal
Distribution Amount of the Corresponding
Loan Groups shall be distributed with
respect to the REMIC 1 Interests in the
following manner:
2
<PAGE>
(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 December
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 December 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, Loan Group 1,
Loan Group 2, Loan Group 3 and Loan
Group 4 and the REMIC 2 Interests
corresponding to Loan Group 1, 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-A-1 (0.9% of SCB Group
1)...............
(1)
(2)
1
R-2-B-1 (0.1% of SCB Group
1)...............
(1)
(2)
1
R-2-C-1 (0.9% of ASCB Group
1)..............
(1)
(2)
1
R-2-D-1 (0.1% of ASCB Group
1)..............
(1)
(2)
1
R-2-E-1 (Excess of Group
1).................
(1)
(2)
1
R-2-A-2 (0.9% of SCB Group
2)...............
(1)
(3)
2
R-2-B-2 (0.1% of SCB Group
2)...............
(1)
(3)
2
R-2-C-2 (0.9% of ASCB Group
2)..............
(1)
(3)
2
R-2-D-2 (0.1% of ASCB Group
2)..............
(1)
(3)
2
R-2-E-2 (Excess of Group
2).................
(1)
(3)
2
R-2-A-3 (0.9% of SCB Group
3)...............
(1)
(4)
3
R-2-B-3 (0.1% of SCB Group
3)...............
(1)
(4)
3
R-2-C-3 (0.9% of ASCB Group
3)..............
(1)
(4)
3
R-2-D-3 (0.1% of ASCB Group
3)..............
(1)
(4)
3
R-2-E-3 (Excess of Group
3).................
(1)
(4)
3
R-2-A-4 (0.9% of SCB Group
4)...............
(1)
(5)
4
R-2-B-4 (0.1% of SCB Group
4)...............
(1)
(5)
4
R-2-C-4 (0.9% of ASCB Group
4)..............
(1)
(5)
4
R-2-D-4 (0.1% of ASCB Group
4)..............
(1)
(5)
4
R-2-E-4 (Excess of Group
4).................
(1)
(5)
4
R-2-P.......................................
$100
(6)
N/A
R-2-R.......................................
(7)
(7)
N/A
R-2-X....................................... (8)
(9)
N/A
</TABLE>
3
<PAGE>
---------------
(1) Each REMIC 2 Interest having an
"R-2-A-" designation (each, an "R-2-A
Interest") will
have a principal balance initially equal to 0.9% of the
Subordinate
Component Balance ("SCB") of its Corresponding Loan Group.
Each REMIC 2
Interest having an "R-2-B-" designation (each, an "R-2-B
Interest") will
have a principal balance initially equal to 0.1% of the
SCB of its
Corresponding Loan Group. Each REMIC 2 Interest having an
"R-2-C-"
designation (each, an "R-2-C Interest") will have a principal
balance
initially equal to 0.9% of the Adjusted Subordinated Component
Balance ("ASCB")
of its Corresponding Loan Group. Each REMIC 2 Interest
having an
"R-2-D-" designation (each, an "R-2-D Interest") will have a
principal
balance initially equal to 0.1% of the ASCB of its
Corresponding
Loan Group. The initial principal balance of each REMIC 2
Interest having an "R-2-E-"
designation (each, an "R-2-E Interest") will
equal the excess
of its Corresponding Loan Group over the initial
aggregate
principal balances of the R-2-A, R-2-B, R-2-C and R-2-D
Interests
corresponding to such Loan Group.
(2) A rate equal to the weighted
average of the pass-through rates of the
R-1-1-I and
R-1-1-S Interests (the "Loan Group 1 Net Rate Cap").
(3) A rate equal to the weighted
average of the pass-through rates of the
R-1-2-I and
R-1-2-S Interests (the "Loan Group 2 Net Rate Cap").
(4) 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").
(5) A rate equal to the weighted
average of the pass-through rates of the
R-1-3-I and
R-1-4-S Interests (the "Loan Group 4 Net Rate Cap").
(6) The R-2-P Interest is entitled to
all amounts payable with respect to the
R-1-P Interest.
It pays no interest.
(7) 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.
(8) This REMIC 2 Interest pays no
principal.
(9) This REMIC 2 Interest is entitled
to all amounts payable with respect to
the R-1-X
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 if
no Cross-Over Situation Exists. If no Cross-Over
Situation exists with respect to any REMIC
2 Interest, then the Principal
Distribution Amounts payable with respect
to each Loan Group will be payable:
first to cause the 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
4
<PAGE>
the ASCB and 0.1% of the ASCB, of the
Corresponding Loan Group, and then to
the corresponding R-2-E Interest.
(3) Principal if
a Cross-Over Situation Exists. If a Cross-Over Situation
exists with respect to the R-2-A and R-2-B
Interests then:
(a) if the
Calculation Rate in respect of the outstanding R-2-A and R-2-B
Interests is less than the Subordinate Net
Rate Cap, Principal Relocation
Payments will be made proportionately to
the outstanding R-2-A Interests prior
to any other principal distributions from
each such Loan Group; and
(b) if the
Calculation Rate in respect of the outstanding R-2-A and R-2-B
Interests is greater than the Subordinate
Net Rate Cap, Principal Relocation
Payments will be made proportionately to
the outstanding R-2-B Interests prior
to any other principal distributions from
each such Loan Group.
In each case,
Principal Relocation Payments will be made so as to cause
the Calculation Rate in respect of the
outstanding R-2-A and R-2-B Interests
to equal the Subordinate Net Rate Cap. With
respect to each Loan Group, if
(and to the extent that) the sum of (a) the
principal payments comprising the
Principal Distribution Amount payable for
the related Distribution Date and
(b) the Realized Losses, are insufficient
to make the necessary reductions of
principal on the R-2-A and R-2-B Interests,
then interest will be added to the
Loan Group's R-2-E Interest.
(c) The
outstanding aggregate R-2-A and R-2-B Interests for both Loan
Groups will not be reduced below 1 percent
of the excess of (i) the aggregate
outstanding Stated Principal Balances of
all Loan Groups as of the end of any
Due Period over (ii) the Senior
Certificates related to the Loan Groups as of
the related Distribution Date (after taking
into account distributions of
principal on such Distribution Date).
If (and to the
extent that) the limitation in paragraph (c) prevents the
distribution of principal to the R-2-A and
R-2-B Interests of a Loan Group,
and if the Loan Group's corresponding R-2-E
Interest has already been reduced
to zero, then the excess principal from
that Loan Group will be paid to the
R-2-E Interest of the other Loan Group, the
aggregate R-2-A and R-2-B
Interests of which are less than one
percent of the Subordinate Component
Balance. If the Loan Group of the
corresponding R-2-E Interest that receives
such payment has a Group Net Rate Cap below
the Group Net Rate Cap of the Loan
Group making the payment, then the payment
will be treated by REMIC 2 as a
Realized Loss. Conversely, if the Loan
Group of the R-2-E Interest that
receives such payment has a Group Net Rate
Cap above the Group Net Rate Cap of
the Loan Group making the payment, then the
payment will be treated by REMIC 2
as a reimbursement for prior Realized
Losses.
If a Cross-Over
Situation exists with respect to the R-2-C and R-2-D
Interests then:
(d) if the
Calculation Rate in respect of the outstanding R-2-C and R-2-D
Interests is less than the Adjusted
Subordinate Net Rate Cap, Principal
Relocation Payments will be made
proportionately to the R-2-C Interests prior
to any other principal distributions from
each such Loan Group; and
5
<PAGE>
(e) if the
Calculation Rate in respect of the outstanding R-2-C and R-2-D
Interests is greater than the Adjusted
Subordinate Net Rate Cap, Principal
Relocation Payments will be made
proportionately to the outstanding R-2-D
Interests prior to any other principal
distributions from each such Loan
Group.
In each case, Principal Relocation Payments
will be made so as to cause the
Calculation Rate in respect of the
outstanding R-2-C and R-2-D Interests to
equal the Adjusted Subordinate Net Rate
Cap. With respect to each Loan Group,
if (and to the extent that) the sum of (a)
the principal payments comprising
the Principal Distribution Amount payable
for the related Distribution Date
and (b) the Realized Losses, are
insufficient to make the necessary reductions
of principal on the R-2-C and R-2-D
Interests, then interest will be added to
the Loan Group's R-2-E Interest.
(f) The
outstanding aggregate R-2-C and R-2-D Interests for all Loan
Groups will not be reduced below 1 percent
of the excess of (i) the aggregate
outstanding Stated Principal Balances of
all Loan Groups as of the end of any
Due Period over (ii) the Senior
Certificates related to the Loan Groups as of
the related Distribution Date (after taking
into account distributions of
principal on such Distribution Date).
If (and to the extent that) the limitation
in paragraph (f) prevents the
distribution of principal to the R-2-C and
R-2-D Interests of a Loan Group,
and if the Loan Group's R-2-E Interest has
already been reduced to zero, then
the excess principal from that Loan Group
will be paid to the R-2-E Interests
of the other Loan Group, the aggregate
R-2-C and R-2-D Interests of which are
less than one percent of the Adjusted
Subordinate Component Balance. If the
Loan Group of the R-2-E Interest that
receives such payment has a Group Net
Rate Cap below the Group Net Rate Cap of
the Loan Group making the payment,
then the payment will be treated by REMIC 2
as a Realized Loss. Conversely, if
the Loan Group of the R-2-E Interest that
receives such payment has a Group
Net Rate Cap above the Group Net Rate Cap
of the Loan Group making the
payment, then the payment will be treated
by REMIC 2 as a reimbursement for
prior Realized Losses.
REMIC
3:
The REMIC 3 Regular Interests will have the
principal balances, pass-through
rates and Corresponding Classes of
Certificates as set forth in the following
table:
------------------------------------------------------------------------------
Initial Principal Pass-Through
Corresponding Class
REMIC 3 Interests
Balance
Rate
of Certificates
------------------------------------------------------------------------------
R-3-1-A-1...........
(1)
(2)
1-A-1
------------------------------------------------------------------------------
R-3-1-A-2...........
(1)
(2)
1-A-2
------------------------------------------------------------------------------
R-3-1-A-3...........
(1)
(2)
1-A-3
------------------------------------------------------------------------------
R-3-1-A-4...........
(1)
(2)
1-A-4
------------------------------------------------------------------------------
R-3-1-A-5...........
(1)
(2)
1-A-5
------------------------------------------------------------------------------
R-3-1-A-6...........
(1)
(2)
1-A-6
------------------------------------------------------------------------------
R-3-2-A-1...........
(1)
(3)
2-A-1
------------------------------------------------------------------------------
R-3-2-A-2...........
(1)
(3)
2-A-2
------------------------------------------------------------------------------
R-3-2-A-3...........
(1)
(3)
2-A-3
------------------------------------------------------------------------------
R-3-2-A-4...........
(1)
(3)
2-A-4
------------------------------------------------------------------------------
6
<PAGE>
------------------------------------------------------------------------------
Initial Principal Pass-Through
Corresponding Class
REMIC 3 Interests
Balance
Rate
of Certificates
------------------------------------------------------------------------------
R-3-2-A-5...........
(1)
(3)
2-A-5
------------------------------------------------------------------------------
R-3-3-A.............
(1)
(4)
3-A
------------------------------------------------------------------------------
R-3-4-A............. (1)
(5)
4-A
------------------------------------------------------------------------------
R-3-M-1.............
(1)
(6)
M-1
------------------------------------------------------------------------------
R-3-M-2.............
(1)
(6)
M-2
------------------------------------------------------------------------------
R-3-M-3.............
(1)
(6)
M-3
------------------------------------------------------------------------------
R-3-M-4.............
(1)
(6)
M-4
------------------------------------------------------------------------------
R-3-M-5.............
(1)
(6)
M-5
------------------------------------------------------------------------------
R-3-M-6.............
(1)
(6)
M-6
------------------------------------------------------------------------------
R-3-M-7.............
(1)
(6)
M-7
------------------------------------------------------------------------------
R-3-M-8.............
(1)
(6)
M-8
------------------------------------------------------------------------------
R-3-B...............
(1)
(6)
B
------------------------------------------------------------------------------
R-3-$100............
$100
(7)
A-R
------------------------------------------------------------------------------
R-3-Accrual.........
(1)
(8)
N/A
------------------------------------------------------------------------------
R-3-P...............
$100
(9)
P
------------------------------------------------------------------------------
R-3-R...............
(10)
(10)
N/A
------------------------------------------------------------------------------
R-3-X...............
(11)
(12)
N/A
------------------------------------------------------------------------------
(1) This REMIC 3 Interest has a principal
balance that is initially equal to
50% of its Corresponding Certificate Class
issued by the Master REMIC.
Principal payments, both scheduled and
prepaid, Realized Losses, Subsequent
Recoveries and interest accruing on the
R-3-Accrual Interest will be allocated
to this class to maintain its size relative
to its Corresponding Certificate
Class (that is, 50%) with any excess
payments of principal, Realized Losses
and Subsequent Recoveries being allocated
to the R-3-Accrual Interest in such
manner as to cause the principal balance of
the R-3-Accrual Interest to have a
principal balance equal to (a) 50% of the
Loan Group 1, Loan Group 2, Loan
Group 3 and Loan Group 4 principal balances
plus (b) 50% of the
Overcollateralized Amount for such
Distribution Date.
(2) The pass-through rate with respect to
any Distribution Date (and the
related Accrual Period) for this REMIC 3
Interest is a per annum rate equal to
the Loan Group 1 Net Rate Cap.
(3) The pass-through rate with respect to
any Distribution Date (and the
related Accrual Period) for this REMIC 3
Interest is a per annum rate equal to
the Loan Group 2 Net Rate Cap.
(4) The pass-through rate with respect to
any Distribution Date (and the
related Accrual Period) for this REMIC 3
Interest is a per annum rate equal to
the Loan Group 3 Net Rate Cap.
(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 4 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 Adjusted Subordinate Net Rate Cap. For
federal income tax purposes the
Adjusted Subordinate Net Rate Cap will
equal the Calculation Rate with respect
to the R-2-C and R-2-D Interests.
7
<PAGE>
(7) This REMIC 3 Interest pays no
interest.
(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 weighted average of (i) the Loan Group
1 Net Rate Cap, (ii) the Loan Group
2 Net Rate Cap, (iii) the Loan Group 3 Net
Rate Cap and (iv) the Loan Group 4
Net Rate Cap (the "Loan Group 1/2/3/4 Net
Rate Cap").
(9) The R-3-P Interest is entitled to all
amounts payable with respect to the
R-2-P Interest. It pays no interest.
(10) 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.
(11) This REMIC 3 Interest pays no
principal.
(12) This REMIC 3 Interest is entitled to
all amounts payable with respect to
the R-2-X Interest.
On each
Distribution Date, the Interest Funds and the Principal
Distribution Amount payable with respect to
the REMIC 2 Interests shall be
payable with respect to the REMIC 3
Interests in the following manner:
(1) Interest.
Interest is to be distributed with respect to each REMIC 3
Interest at the rate, or according to the
formulas, described above.
(2) Principal.
Principal Distribution Amounts shall be allocated among
the REMIC 3 Interests in the manner
described above.
8
<PAGE>
The following table specifies the class designation, interest
rate, and principal amount for each class
of Master REMIC Interest:
Original Certificate
Class
Principal Balance
Pass-Through Rate
---------------------------------
----------------------- -------------------
Class 1-A-1...................
(1)
Class 1-A-2...................
(1)
Class 1-A-3...................
(1)
Class 1-A-4...................
(1)
Class 1-A-5...................
(1)
Class 1-A-6...................
(1)
Class 2-A-1...................
(1)
Class 2-A-2...................
(1)
Class 2-A-3...................
(1)
Class 2-A-4...................
(1)
Class 2-A-5...................
(1)
Class 3-A.....................
(1)
Class 4-A.....................
(1)
Class M-1.....................
(1)
Class M-2.....................
(1)
Class M-3.....................
(1)
Class M-4.....................
(1)
Class M-5.....................
(1)
Class M-6.....................
(1)
Class M-7.....................
(1)
Class M-8.....................
(1)
Class B.......................
(1)
Class C.......................
(2)
(3)
Class P.......................
$100
(4)
Class A-R.....................
$100
(5)
(1) The Certificates will accrue
interest at the related Pass-Through Rates
identified
in this Agreement. For federal income tax purposes, the pass
through
rate in respect of (i) the Class 1-A Certificates will be
subject to
a cap equal to the Loan Group 1 Net Rate Cap, (ii) the Class
2-A
Certificates (other than the Class 2-A-3 Certificates) will be
subject to
a cap equal to the Loan Group 2 Net Rate Cap, (iii) the Class
2-A-3
Certificates will be subject to a cap equal to the Loan Group 2
Net Rate
Cap minus the Class 2-A-3 Policy Premium Rate, (iv) the Class
3-A
Certificates will be subject to a cap equal to the Loan Group 3
Net
Rate Cap,
(v) the Class 4-A Certificates will be subject to a cap equal
to the
Loan Group 4 Net Rate Cap, and (vi) the Subordinate
Certificates
will be
subject to a cap equal to the Loan Group 1/2/3/4 Net Rate Cap.
Any
entitlement of any class of Class A Certificates to Net Rate
Carryover
and any entitlement of the Class M and Class B Certificates to
interest
at a rate in excess of the Adjusted Subordinate Net Rate Cap,
will be
treated as paid by the Master REMIC to the Class C Certificates
and then
paid to by the Class C Certificates pursuant to a limited
recourse
cap contract as described in Section 8.11 herein.
(2) The Class C Certificates
will have a Certificate Principal Balance equal
to the
Overcollateralized Amount.
(3) For each Interest Accrual
Period the Class C Certificates are entitled
to an
amount (the "Class C Distributable Amount") equal to the sum of
(a) the
interest payable on the R-3-X Interest and (b) a specified
portion of
the interest on the REMIC 1 Group 1, Group 2, Group 3 and
Group 4
"I" and "S" Interests equal to the excess of the Loan Group
1/2/3/4
Net Rate Cap over the product of two and the weighted average
interest
rate of the REMIC 3 Regular Interests (other than the R-3-$100,
R-3-P,
R-3-X and R-3-R Interests) with each such Class other than the
R-3-Accrual Interest, subject to a cap equal to the
9
<PAGE>
Pass-Through Rate of the Corresponding Master REMIC Class and
the
R-3-Accrual Interest subject to a cap of 0.00%. The Pass-Through
Rate of
the Class
C Certificates shall be a rate sufficient to entitle it to all
interest
accrued on the REMIC 1 Group 1, Group 2, Group 3 and Group 4
"I"
and "S"
Interests less the interest accrued on the other interests
issued by
the Master REMIC. The Class C Distributable Amount for any
Distribution Date is payable from current interest on the Mortgage
Loans
and any
related OC Release Amount for that Distribution Date.
(4) For each Distribution Date
the Class P Certificates are entitled to all
Prepayment
Charges distributed with respect to the R-3-P Interest.
(5) The Class A-R Certificates
represent the sole class of residual interest
in each
REMIC created hereunder. The Class A-R Certificates are not
entitled
to distributions of interest.
The foregoing REMIC structure is intended to cause all of the
cash
from the Mortgage Loans to flow through to
the Master REMIC as cash flow on
REMIC regular interests, without creating
any shortfall--actual or potential
(other than for credit losses) to any REMIC
regular interest. It is not
intended that the Class A-R Certificates be
entitled to any cash flows
pursuant to this Agreement except as
provided in Section 3.08(a) hereunder.
10
<PAGE>
ARTICLE I.
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires,
shall have the following meanings:
Accrual Period: With respect to any Distribution Date and each
Class of Adjustable Rate Certificates, the
period commencing on the
immediately preceding Distribution Date
(or, in the case of the first
Distribution Date, the Closing Date) and
ending on the day immediately
preceding such Distribution Date. With
respect to any Distribution Date and
each Class of Fixed Rate Certificates and
the Class C Certificates, the
calendar month preceding the month in which
such Distribution Date occurs. All
calculations of interest on the Adjustable
Rate Certificates will be made on
the basis of the actual number of days
elapsed in the related Accrual Period
and on a 360-day year. All calculations of
interest on the Fixed Rate
Certificates and Class C Certificates will
be made on the basis of a 360-day
year consisting of twelve 30-day
months.
Adjustable Rate Certificates: The Class 1-A-1, Class 2-A-1,
Class
3-A and Class 4-A Certificates and the
Subordinate Certificates.
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.
Adjusted Net Mortgage Rate: As to each Mortgage Loan, the
Mortgage
Rate less the related Expense Fee Rate.
Adjusted Subordinate Component Balance: With respect to any
Distribution Date and for each Loan Group,
(i) the principal balance of the
Mortgage Loans in such Loan Group as of the
first day of the related Due
Period (after giving effect to Principal
Prepayments received in the
Prepayment Period ending during such Due
Period) less (ii) the product of (a)
the Overcollateralized Amount immediately
prior to that Distribution Date and
(b)(I) the principal balance of such Loan
Group, divided by (II) the sum of
the principal balance of the Mortgage
Loans, in each case as of the first day
of the related Due Period, less (iii) the
aggregate Certificate Principal
Balance of the related Classes of Senior
Certificates immediately prior to
such Distribution Date.
Adjusted Subordinate Net Rate Cap: For each Distribution Date,
the
weighted average of the Group 1 Net Rate
Cap, 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 Balances of
their corresponding Loan Groups.
For federal income tax purposes, the
Adjusted Subordinate Net Rate Cap will be
the Calculation Rate in respect of the
Class C and Class D Interests in REMIC
2.
11
<PAGE>
Adjustment Date: As to each Adjustable Rate Mortgage Loan, each
date on which the related Mortgage Rate is
subject to adjustment, as provided
in the related Mortgage Note.
Advance: The aggregate of the advances required to be made by
the
Master Servicer with respect to any
Distribution Date pursuant to Section
4.01, the amount of any such advances being
equal to the aggregate of payments
of principal of, and interest on the Stated
Principal Balance of, the Mortgage
Loans (net of the Servicing Fees) that were
due on the related Due Date and
not received by the Master Servicer as of
the close of business on the related
Determination Date including an amount
equivalent to interest on the Stated
Principal Balance of each Mortgage Loan as
to which the related Mortgaged
Property is an REO Property or as to which
the related Mortgaged Property has
been liquidated but such Mortgage Loan has
not yet become a Liquidated
Mortgage Loan; provided, however, that the
net monthly rental income (if any)
from such REO Property deposited in the
Certificate Account for such
Distribution Date pursuant to Section 3.12
may be used to offset such Advance
for the related REO Property; provided,
further, that for the avoidance of
doubt, no Advances shall be required to be
made in respect of any Liquidated
Mortgage Loan.
Agreement: This Pooling and Servicing Agreement and any and all
amendments or supplements hereto made in
accordance with the terms herein.
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 the Subordinate Certificates, the
amount, if any, by which, the
aggregate Certificate Principal Balance of
the Interest-Bearing Certificates
(after all distributions of principal on
such Distribution Date) exceeds the
sum of the aggregate Stated Principal
Balance of the Mortgage Loans for such
Distribution Date and the amount on deposit
in the Pre-Funding Account.
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
12
<PAGE>
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 2-A-3 Insurer
or banking institutions in the
State of New York or California or the
cities in which the Corporate Trust
Office of the Trustee is located are
authorized or obligated by law or
executive order to be closed.
Calculation Rate: For each Distribution Date, 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.
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 2005-12". 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-22, Exhibit B,
Exhibit C, Exhibit D and Exhibit E.
Certificate Account: The separate Eligible Account created and
initially maintained by the Master Servicer
pursuant to Section 3.05(b) with a
depository institution in the name of the
Master Servicer for the benefit of
the Trustee on behalf of the
Certificateholders and the Class 2-A-3 Insurer
and designated "Countrywide Home Loans
Servicing LP in trust for registered
Holders of CWABS, Inc., Asset-Backed
Certificates, Series 2005-12". Funds in
the Certificate Account shall be held in
trust for the Certificateholders for
the uses and purposes set forth in this
Agreement.
Certificate Owner: With respect to a Book-Entry Certificate,
the
person that is the beneficial owner of such
Book-Entry Certificate.
Certificate Principal Balance: As to any Certificate (other
than
the Class C Certificates) and as of any
Distribution Date, the Initial
Certificate Principal Balance of such
Certificate (A) less the sum of (i) all
amounts distributed with respect to such
Certificate in reduction of the
Certificate Principal Balance thereof on
previous Distribution Dates pursuant
to Section 4.04(b), (ii) with respect to
the Class 2-A-3 Certificates only,
payments under the Class 2-A-3 Policy
relating to principal and (iii) with
respect to any Subordinate Certificate,
13
<PAGE>
any Applied Realized Loss Amounts allocated
to such Certificate on previous
Distribution Dates pursuant to Section
4.04(g), and (B) increased by, with
respect to any Subordinate Certificate, any
Subsequent Recoveries allocated to
such Certificate pursuant to Section
4.04(h) 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 2-A-3
Insurer arising under Section 4.06
hereof, the "Certificate Principal Balance"
of the Class 2-A-3 Certificates
shall not be reduced by the amount of any
payments made by the Class 2-A-3
Insurer in respect of principal on such
Certificates under the Class 2-A-3
Policy, except to the extent such payment
shall have been reimbursed to the
Class 2-A-3 Insurer pursuant to the
provisions of this Agreement.
Certificate Register: The register maintained pursuant to
Section
5.02 hereof.
Certificateholder or Holder: The person in whose name a
Certificate is registered in the
Certificate Register (initially, Cede & Co.,
as nominee for the Depository, in the case
of any Class of Book-Entry
Certificates), except that solely for the
purpose of giving any consent
pursuant to this Agreement, any Certificate
registered in the name of the
Depositor or any affiliate of the Depositor
shall be deemed not to be
Outstanding and the Voting Interest
evidenced thereby shall not be taken into
account in determining whether the
requisite amount of Voting Interests
necessary to effect such consent has been
obtained; provided that if any such
Person (including the Depositor) owns 100%
of the Voting Interests evidenced
by a Class of Certificates, such
Certificates shall be deemed to be
Outstanding for purposes of any provision
hereof (other than the second
sentence of Section 10.01 hereof) that
requires the consent of the Holders of
Certificates of a particular Class as a
condition to the taking of any action
hereunder. The Trustee is entitled to rely
conclusively on a certification of
the Depositor or any affiliate of the
Depositor in determining which
Certificates are registered in the name of
an affiliate of the Depositor.
CHL: Countrywide Home Loans, Inc., a New York corporation, and
its
successors and assigns.
CHL Mortgage Loans: The Mortgage Loans identified as such on
the
Mortgage Loan Schedule for which CHL is the
applicable Seller.
Class: All Certificates bearing the same Class designation as
set
forth in Section 5.01 hereof.
Class 1-A-1 Certificate: Any Certificate designated as a "Class
1-A-1 Certificate" on the face thereof, in
the form of Exhibit A-1 hereto,
representing the right to distributions as
set forth herein.
Class 1-A-2 Certificate: Any Certificate designated as a "Class
1-A-2 Certificate" on the face thereof, in
the form of Exhibit A-2 hereto,
representing the right to distributions as
set forth herein.
14
<PAGE>
Class 1-A-3 Certificate: Any Certificate designated as a "Class
1-A-3 Certificate" on the face thereof, in
the form of Exhibit A-3 hereto,
representing the right to distributions as
set forth herein.
Class 1-A-4 Certificate: Any Certificate designated as a "Class
1-A-4 Certificate" on the face thereof, in
the form of Exhibit A-4 hereto,
representing the right to distributions as
set forth herein.
Class 1-A-5 Certificate: Any Certificate designated as a "Class
1-A-5 Certificate" on the face thereof, in
the form of Exhibit A-5 hereto,
representing the right to distributions as
set forth herein.
Class 1-A-6 Certificate: Any Certificate designated as a "Class
1-A-6 Certificate" on the face thereof, in
the form of Exhibit A-6 hereto,
representing the right to distributions as
set forth herein.
Class 1-A-6 NAS Principal Distribution Amount: For any
Distribution Date, an amount equal to the
product of (i) the Class 1-A-6
Portion for such Distribution Date, (ii)
any amounts distributed to the Class
1-A Certificates pursuant to Section
4.04(b) and 4.04(c)(1) for such
Distribution Date and (iii) the NAS Factor
for such Distribution Date.
Class 1-A-6 Portion: With respect to any Distribution Date, a
percentage, expressed as a fraction, the
numerator of which is the Certificate
Principal Balance of the Class 1-A-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 1-A Certificates immediately
prior to such Distribution Date.
Class 1-A Certificate: Any Class 1-A-1, Class 1-A-2, Class
1-A-3,
Class 1-A-4, Class 1-A-5 or Class 1-A-6
Certificate.
Class 1-A-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 1-A-1 Corridor Contract Termination Date: With respect to
the Class 1-A-1 Corridor Contract, the
Distribution Date in August 2007.
Class 1-A 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 1-A-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 1-A Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the
Senior Principal Distribution Target
Amount and (y) a fraction, the numerator of
which is the Class 1-A Principal
Distribution Target Amount and the
denominator of which is the sum of the
Class 1-A Principal Distribution Target
Amount, the Class 2-A
15
<PAGE>
Principal Distribution Target Amount, the
Class 3-A Principal Distribution
Target Amount and the Class 4-A Principal
Distribution Target Amount.
Class 1-A Principal Distribution Target Amount: With respect to
any Distribution Date, the excess of (1)
the aggregate Certificate Principal
Balance of the Class 1-A Certificates
immediately prior to such Distribution
Date, over (2) the lesser of (x) 54.70% 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 0.50% of
the sum of the aggregate Stated
Principal Balance of the Mortgage Loans in
Loan Group 1 as of the Cut-off Date
and the original Group 1 Pre-Funded
Amount.
Class 2-A-1 Certificate: Any Certificate designated as a "Class
2-A-1 Certificate" on the face thereof, in
the form of Exhibit A-7 hereto,
representing the right to distributions as
set forth herein.
Class 2-A-2 Certificate: Any Certificate designated as a "Class
2-A-2 Certificate" on the face thereof, in
the form of Exhibit A-8 hereto,
representing the right to distributions as
set forth herein.
Class 2-A-3 Certificate: Any Certificate designated as a "Class
2-A-3 Certificate" on the face thereof, in
the form of Exhibit A-9 hereto,
representing the right to distributions as
set forth herein.
Class 2-A-3 Insurer: MBIA Insurance Corporation, a subsidiary
of
MBIA Inc., organized and created under the
laws of the State of New York, or
any successor thereto.
Class 2-A-3 Insurer Contact Person: The officer designated by
the
Master Servicer to provide information to
the Class 2-A-3 Insurer pursuant to
Section 4.06(i).
Class 2-A-3 Insurer Default: Any one of the following events:
(i)
the Class 2-A-3 Insurer shall have failed
to make a required payment under the
Class 2-A-3 Policy, (ii) a proceeding in
bankruptcy shall have been instituted
by the Class 2-A-3 Insurer, or (iii) a
decree or order for relief shall have
been issued in respect of a proceeding in
bankruptcy against the Class 2-A-3
Insurer and shall remain unstayed for a
period of 60 consecutive days.
Class 2-A-3 Late Payment Rate: The rate of interest publicly
announced by Citibank, N.A. at its
principal office in New York, New York, as
its prime rate (any change in such prime
rate of interest to be effective on
the date such change is announced by
Citibank, N.A.) plus 3%. The Class 2-A-3
Late Payment Rate shall be computed on the
basis of a year of 365 days
calculating the actual number of days
elapsed. In no event shall the Class
2-A-3 Late Payment Rate exceed the maximum
rate permissible under law
applicable to this Agreement limiting
interest rates.
Class 2-A-3 Policy: The irrevocable Certificate Guaranty
Insurance
Policy, No. 47021, including any
endorsements thereto, issued by the Class
2-A-3 Insurer with respect to the Class
2-A-3 Certificates, in the form
attached hereto as Exhibit R.
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<PAGE>
Class 2-A-3 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
2-A-3 Certificateholders and
designated "The Bank of New York in trust
for registered holders of CWABS,
Inc., Asset-Backed Certificates, Series
2005-12, Class 2-A-3". Funds in the
Class 2-A-3 Policy Payments Account shall
be held in trust for the Class 2-A-3
Certificateholders for the uses and
purposes set forth in this Agreement.
Class 2-A-3 Premium: With respect to the Class 2-A-3 Policy and
any Distribution Date, an amount equal to
the product of (i) one-twelfth
(1/12) of the Class 2-A-3 Policy Premium
Rate and (ii) the Class 2-A-3
Certificate Principal Balance immediately
prior to such Distribution Date.
Class 2-A-3 Policy Premium Rate: The "premium percentage" set
forth in the Commitment Letter, dated as of
September 29, 2005, between the
Class 2-A-3 Insurer and Countrywide
Securities Corporation relating to the
Class 2-A-3 Policy.
Class 2-A-3 Reimbursement Amount: With respect to any
Distribution
Date, (i) all Insured Payments paid by the
Class 2-A-3 Insurer, for which the
Class 2-A-3 Insurer has not been reimbursed
prior to such Distribution Date
pursuant to Section 4.04 hereof, plus (ii)
interest accrued on such Insured
Payments not previously repaid, calculated
at the Class 2-A-3 Late Payment
Rate from the date such Insured Payments
were made.
Class 2-A-4 Certificate: Any Certificate designated as a "Class
2-A-4 Certificate" on the face thereof, in
the form of Exhibit A-10 hereto,
representing the right to distributions as
set forth herein.
Class 2-A-5 Certificate: Any Certificate designated as a "Class
2-A-5 Certificate" on the face thereof, in
the form of Exhibit A-11 hereto,
representing the right to distributions as
set forth herein.
Class 2-A-5 NAS Principal Distribution Amount: For any
Distribution Date, an amount equal to the
product of (i) the Class 2-A-5
Portion for such Distribution Date, (ii)
any amounts distributed to the Class
2-A Certificates pursuant to Section
4.04(b) and 4.04(c)(1) for such
Distribution Date and (iii) the NAS Factor
for such Distribution Date.
Class 2-A-5 Portion: With respect to any Distribution Date, a
percentage, expressed as a fraction, the
numerator of which is the Certificate
Principal Balance of the Class 2-A-5
Certificates immediately prior to such
Distribution Date and the denominator of
which is the aggregate Certificate
Principal Balance of all Classes of the
Class 2-A Certificates immediately
prior to such Distribution Date.
Class 2-A Certificate: Any Class 2-A-1, Class 2-A-2, Class
2-A-3,
Class 2-A-4 or Class 2-A-5 Certificate.
Class 2-A-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-2.
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<PAGE>
Class 2-A-1 Corridor Contract Termination Date: With respect to
the Class 2-A-1 Corridor Contract, the
Distribution Date in May 2007.
Class 2-A Net Rate Cap: For any Distribution Date, the weighted
average Adjusted Net Mortgage Rate on the
Mortgage Loans in Loan Group 2 for
such Distribution Date, adjusted in the
case of the Class 2-A-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 2-A Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the
Senior Principal Distribution Target
Amount and (y) a fraction, the numerator of
which is the Class 2-A Principal
Distribution Target Amount and the
denominator of which is the sum of the
Class 1-A Principal Distribution Target
Amount, the Class 2-A Principal
Distribution Target Amount, the Class 3-A
Principal Distribution Target Amount
and the Class 4-A Principal Distribution
Target Amount.
Class 2-A Principal Distribution Target Amount: With respect to
any Distribution Date, the excess of (1)
the aggregate Certificate Principal
Balance of the Class 2-A Certificates
immediately prior to such Distribution
Date, over (2) the lesser of (x) 54.70% of
the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group
2 for such Distribution Date and
(y) the aggregate Stated Principal Balance
of the Mortgage Loans in Loan Group
2 for such Distribution Date minus 0.50% of
the sum of the aggregate Stated
Principal Balance of the Mortgage Loans in
Loan Group 2 as of the Cut-off Date
and the original Group 2 Pre-Funded
Amount.
Class 3-A Certificate: Any Certificate designated as a "Class
3-A
Certificate" on the face thereof, in the
form of Exhibit A-12 hereto,
representing the right to distributions as
set forth herein.
Class 3-A Corridor Contract: The transaction evidenced by the
related Confirmation (as assigned to the
Corridor Contract Administrator
pursuant to the Corridor Contract
Assignment Agreement), a form of which is
attached hereto as Exhibit Q-3.
Class 3-A Corridor Contract Termination Date: With respect to
the
Class 3-A Corridor Contract, the
Distribution Date in June 2008.
Class 3-A Net Rate Cap: For any Distribution Date, the weighted
average Adjusted Net Mortgage Rate on 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 3-A Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the
Senior Principal Distribution Target
Amount and (y) a fraction, the numerator of
which is the Class 3-A Principal
Distribution Target Amount and the
denominator of which is the sum of the
Class 1-A Principal Distribution Target
Amount, the Class 2-A Principal
Distribution Target Amount, the Class 3-A
Principal Distribution Target Amount
and the Class 4-A Principal Distribution
Target Amount.
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<PAGE>
Class 3-A Principal Distribution Target Amount: With respect to
any Distribution Date, the excess of (1)
the Certificate Principal Balance of
the Class 3-A Certificates immediately
prior to such Distribution Date, over
(2) the lesser of (x) 54.70% of the
aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 3 for such
Distribution Date and (y) the
aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 3 for
such Distribution Date minus 0.50% of the
sum of the aggregate Stated
Principal Balance of the Mortgage Loans in
Loan Group 3 as of the Cut-off Date
and the original Group 3 Pre-Funded
Amount.
Class 4-A Certificate: Any Certificate designated as a "Class
4-A
Certificate" on the face thereof, in the
form of Exhibit A-13 hereto,
representing the right to distributions as
set forth herein.
Class 4-A Corridor Contract: The transaction evidenced by the
related Confirmation (as assigned to the
Corridor Contract Administrator
pursuant to the Corridor Contract
Assignment Agreement), a form of which is
attached hereto as Exhibit Q-4.
Class 4-A Corridor Contract Termination Date: With respect to
the
Class 4-A Corridor Contract, the
Distribution Date in June 2008.
Class 4-A Net Rate Cap: For any Distribution Date, the weighted
average Adjusted Net Mortgage Rate on 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 4-A Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the
Senior Principal Distribution Target
Amount and (y) a fraction, the numerator of
which is the Class 4-A Principal
Distribution Target Amount and the
denominator of which is the sum of the
Class 1-A Principal Distribution Target
Amount, the Class 2-A Principal
Distribution Target Amount, the Class 3-A
Principal Distribution Target Amount
and the Class 4-A Principal Distribution
Target Amount.
Class 4-A Principal Distribution Target Amount: With respect to
any Distribution Date, the excess of (1)
the Certificate Principal Balance of
the Class 4-A Certificates immediately
prior to such Distribution Date, over
(2) the lesser of (x) 54.70% 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
such Distribution Date minus 0.50% of the
sum of the aggregate Stated
Principal Balance of the Mortgage Loans in
Loan Group 4 as of the Cut-off Date
and the original Group 4 Pre-Funded
Amount.
Class A-R Certificate: Any Certificate designated as a "Class
A-R
Certificate" on the face thereof, in the
form of Exhibit D hereto or, in the
case of the Tax Matters Person Certificate,
Exhibit E hereto, in either case
representing the right to distributions as
set forth herein.
Class A Certificate: Any Class 1-A, Class 2-A, Class 3-A or
Class
4-A Certificate.
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<PAGE>
Class B Certificate: Any Certificate designated as a "Class B
Certificate" on the face thereof, in the
form of Exhibit A-22 hereto,
representing the right to distributions as
set forth herein.
Class C Certificate: Any Certificate designated as a "Class C
Certificate" on the face thereof, in the
form of Exhibit C hereto,
representing the right to distributions as
set forth herein.
Class C Distributable Amount: As defined in the Preliminary
Statement.
Class M-1 Certificate: Any Certificate designated as a "Class
M-1
Certificate" on the face thereof, in the
form of Exhibit A-14 hereto,
representing the right to distributions as
set forth herein.
Class M-2 Certificate: Any Certificate designated as a "Class
M-2
Certificate" on the face thereof, in the
form of Exhibit A-15 hereto,
representing the right to distributions as
set forth herein.
Class M-3 Certificate: Any Certificate designated as a "Class
M-3
Certificate" on the face thereof, in the
form of Exhibit A-16 hereto,
representing the right to distributions as
set forth herein.
Class M-4 Certificate: Any Certificate designated as a "Class
M-4
Certificate" on the face thereof, in the
form of Exhibit A-17 hereto,
representing the right to distributions as
set forth herein.
Class M-5 Certificate: Any Certificate designated as a "Class
M-5
Certificate" on the face thereof, in the
form of Exhibit A-18 hereto,
representing the right to distributions as
set forth herein.
Class M-6 Certificate: Any Certificate designated as a "Class
M-6
Certificate" on the face thereof, in the
form of Exhibit A-19 hereto,
representing the right to distributions as
set forth herein.
Class M-7 Certificate: Any Certificate designated as a "Class
M-7
Certificate" on the face thereof, in the
form of Exhibit A-20 hereto,
representing the right to distributions as
set forth herein.
Class M-8 Certificate: Any Certificate designated as a "Class
M-8
Certificate" on the face thereof, in the
form of Exhibit A-21 hereto,
representing the right to distributions as
set forth herein.
Class P Certificate: Any Certificate designated as a "Class P
Certificate" on the face thereof, in the
form of Exhibit B hereto,
representing the right to distributions as
set forth herein.
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<PAGE>
Class P Principal Distribution Date: The first Distribution
Date
that occurs after the end of the latest
Prepayment Charge Period for all
Mortgage Loans that have a Prepayment
Charge Period.
Closing Date: September 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 September 30, 2005
evidencing a transaction between the
Corridor Contract Counterparty and CHL
relating to the Corridor Contracts.
Corporate Trust Office: The designated office of the Trustee in
the State of New York where at any
particular time its corporate trust
business with respect to this Agreement
shall be administered, which office at
the date of the execution of this Agreement
is located at 101 Barclay Street,
New York, New York 10286 (Attention:
Corporate Trust MBS Administration),
telephone: (212) 815-3236, facsimile: (212)
815-3986.
Corridor Contract: The Class 1-A-1 Corridor Contract, Class
2-A-1
Corridor Contract, Class 3-A Corridor
Contract, Class 4-A Corridor Contract or
Subordinate Corridor Contract, as
applicable.
Corridor Contract Administration Agreement: The corridor
contract
administration agreement dated as of the
Closing Date among CHL, the Trustee
and the Corridor Contract Administrator, a
form of which is attached hereto as
Exhibit S-2.
Corridor Contract Administrator: The Bank of New York, in its
capacity as corridor contract administrator
under the Corridor Contract
Administration Agreement.
Corridor Contract Assignment Agreement: The Assignment
Agreement
dated as of the Closing Date among CHL, the
Corridor Contract Administrator
and the Corridor Contract Counterparty, a
form of which is attached hereto as
Exhibit S-1.
Corridor Contract Counterparty: WestLB AG and its successors.
Corridor Contract Termination Date: The Class 1-A-1 Corridor
Contract Termination Date, Class 2-A-1
Corridor Contract Termination Date,
Class 3-A Corridor Contract Termination
Date, Class 4-A Corridor Contract
Termination Date and Subordinate Corridor
Contract Termination Date, as
applicable.
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<PAGE>
Credit Bureau Risk Score: A statistical credit score obtained
by
CHL in connection with the origination of a
Mortgage Loan.
Credit Comeback Excess Account: The separate Eligible Account
created and initially maintained by the
Trustee pursuant to Section 4.08 in
the name of the Trustee for the benefit of
the Certificateholders and
designated "The Bank of New York in trust
for registered Holders of CWABS,
Inc., Asset-Backed Certificates, Series
2005-12". 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
interest on prepayments received during the
related Prepayment Period with
respect to the Credit Comeback Loans, other
than Prepayment Interest Excess,
(iii) all Advances relating to interest
with respect to the Credit Comeback
Loans, (iv) all Compensating Interest with
respect to the Credit Comeback
Loans and (v) 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 Fixed Rate Mortgage Loan for which
the
related Mortgage Rate is subject to
reduction (not exceeding 0.375% per annum)
for good payment history of Scheduled
Payments by the related Mortgagor.
Cross-Over Situation: For any Distribution Date and for each
Loan
Group (after taking into account principal
distributions on such Distribution
Date) with respect to (1) the Class A and
Class B REMIC 2 Interests, a
situation in which the Class A and Class B
Interests corresponding to any Loan
Group are in the aggregate less than 1% of
the Subordinate Component Balance
of the Loan Group to which they correspond
and (2) the Class C and Class D
REMIC 2 Interests, a situation in which the
Class C and Class D Interests
corresponding to any Loan Group are in the
aggregate less than 1% of the
Adjusted Subordinate Component Balance of
the Loan Group to which they
correspond.
Cumulative Loss Trigger Event: With respect to a Distribution
Date
on or after the Stepdown Date, a Cumulative
Loss Trigger Event will be in
effect if (x) the aggregate amount of
Realized Losses on the Mortgage Loans
from (and including) the Cut-off Date for
each such Mortgage Loan to (and
including) the last day of the related Due
Period (reduced by the aggregate
amount of any Subsequent Recoveries
received through the last day of that Due
Period) exceeds (y) the applicable
percentage, for such Distribution Date, of
the sum of the aggregate Cut-off Date
Principal Balance of the Initial
Mortgage Loans and the Pre-Funded Amount,
as set forth below:
22
<PAGE>
Distribution Date
Percentage
-----------------
----------
October 2007 -- September 2008....1.50% with respect to October
2007, plus an additional
1/12th of 1.50% for each
month thereafter through
September 2008
October 2008 -- September 2009....3.00% with respect to October
2008, plus an additional
1/12th of 1.75% for each
month thereafter through
September 2009
October 2009 -- September 2010....4.75% with respect to October
2009, plus an additional
1/12th of 1.25% for each
month thereafter through
September 2010
October 2010 -- September 2011....6.00% with respect to October
2010, plus an additional
1/12th of 0.75% for each
month thereafter through
September 2011
October 2011 and thereafter...... 6.75%
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) September 1, 2005 and (y) the date
of origination of such Mortgage Loan
(the "Initial Cut-off Date"), and in the
case of any Subsequent Mortgage Loan,
the later of (x) the first day of the month
of the related Subsequent Transfer
Date and (y) the date of origination of
such Subsequent Mortgage Loan (the
related "Subsequent Cut-off Date"). When
used with respect to any Mortgage
Loan the "Cut-off Date" shall mean the
related Cut-off Date.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid principal balance thereof as of the
close of business on the Cut-off
Date after application of all payments of
principal due on or prior to the
Cut-off Date, whether or not received, and
all Principal Prepayments received
on or prior to the Cut-off Date, but
without giving effect to any installments
of principal received in respect of Due
Dates after the Cut-off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent
jurisdiction in a proceeding under the
Bankruptcy Code in the Scheduled Payment
for such Mortgage Loan that became
final and non-appealable, except such a
reduction resulting from a Deficient
Valuation or any other reduction that
results in a permanent forgiveness of
principal.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation by a court of competent
jurisdiction of the Mortgaged Property in an
amount less than the then outstanding
23
<PAGE>
indebtedness under such Mortgage Loan, or
any reduction in the amount of
principal to be paid in connection with any
Scheduled Payment that results in
a permanent forgiveness of principal, which
valuation or reduction results
from an order of such court that is final
and non-appealable in a proceeding
under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.06.
Delay Delivery Mortgage Loans: (i) The Initial Mortgage Loans
identified on the schedule of Mortgage
Loans hereto set forth on Exhibit F-2
hereof for which all or a portion of a
related Mortgage File is not delivered
to the Trustee on or prior to the Closing
Date, and (ii) the Subsequent
Mortgage Loans identified on the schedule
of Subsequent Mortgage Loans set
forth in Annex A to each related Subsequent
Transfer Agreement for which all
or a portion of the related Mortgage File
is not delivered to the Trustee on
or prior to the related Subsequent Transfer
Date. The Depositor shall deliver
(or cause delivery of) the Mortgage Files
to the Trustee: (A) with respect to
at least 50% of the Initial Mortgage Loans,
not later than the Closing Date
and with respect to at least 10% of the
Subsequent Mortgage Loans conveyed on
a Subsequent Transfer Date, not later than
such Subsequent Transfer Date, (B)
with respect to at least an additional 40%
of the Initial Mortgage Loans, not
later than 20 days after the Closing 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 Trustee as provided in
Section 2.01, Countrywide Home Loans, Inc.
shall hold such files as agent and
in trust for the Trustee.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced
by a Replacement Mortgage Loan.
Delinquency Trigger Event: With respect to any Distribution
Date
on or after the Stepdown Date, a
Delinquency Trigger Event will be in effect
if the Rolling Sixty-Day Delinquency Rate
for Outstanding Mortgage Loans
equals or exceeds the product of (x) the
Senior Enhancement Percentage for
such Distribution Date and (y) the
applicable percentage listed below for the
most senior Class of Interest-Bearing
Certificates:
Class
Percentage
Class 1-A, 2-A, 3-A
and 4-A...............
35.000%
Class M-1.............
42.517%
Class M-2.............
51.311%
Class M-3.............
58.941%
Class M-4.............
68.341%
Class
M-5.............
80.076%
Class M-6.............
96.091%
Class M-7............. 115.730%
Class M-8............. 142.838%
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<PAGE>
Class
Percentage
Class B............... 186.529%
Delinquent: A Mortgage Loan is "delinquent" if any payment due
thereon is not made pursuant to the terms
of such Mortgage Loan by the close
of business on the day such payment is
scheduled to be due. A Mortgage Loan is
"30 days delinquent" if such payment has
not been received by the close of
business on the corresponding day of the
month immediately succeeding the
month in which such payment was due, or, if
there is no such corresponding day
(e.g., as when a 30-day month follows a
31-day month in which a payment was
due on the 31st day of such month), then on
the last day of such immediately
succeeding month. Similarly for "60 days
delinquent," "90 days delinquent" and
so on.
Denomination: With respect to each Certificate, the amount set
forth on the face thereof as the "Initial
Certificate Balance of this
Certificate" or, if not the foregoing, the
Percentage Interest appearing on
the face thereof, as applicable.
Depositor: CWABS, Inc., a Delaware corporation, or its
successor
in interest.
Depository: The initial Depository shall be The Depository
Trust
Company, the nominee of which is Cede &
Co., or any other organization
registered as a "clearing agency" pursuant
to Section 17A of the Securities
Exchange Act of 1934, as amended. The
Depository shall initially be the
registered Holder of the Book-Entry
Certificates. The Depository shall at all
times be a "clearing corporation" as
defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New
York.
Depository Agreement: With respect to the Book-Entry
Certificates,
the agreement among the Depositor and the
initial Depository, dated as of the
Closing Date, substantially in the form of
Exhibit O.
Depository Participant: A broker, dealer, bank or other
financial
institution or other person for whom from
time to time a Depository effects
book-entry transfers and pledges of
securities deposited with the Depository.
Determination Date: With respect to any Distribution Date, the
15th day of the month of such Distribution
Date or, if such 15th day is not a
Business Day, the immediately preceding
Business Day.
Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to
Section 3.05(c) in the name of the
Trustee for the benefit of the
Certificateholders and designated "The Bank of
New York, in trust for registered Holders
of CWABS, Inc., Asset-Backed
Certificates, Series 2005-12". 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.
25
<PAGE>
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
October 2005.
Due Date: With respect to any Mortgage Loan and Due Period, the
due date for Scheduled Payments of interest
and/or principal on that Mortgage
Loan occurring in such Due Period as
provided in the related Mortgage Note.
Due Period: With respect to any Distribution Date, the period
beginning on the second day of the calendar
month preceding the calendar month
in which such Distribution Date occurs and
ending on the first day of the
month in which such Distribution Date
occurs.
Eligible Account: Any of (i) an account or accounts maintained
with a federal or state chartered
depository institution or trust company, the
long-term unsecured debt obligations and
short-term unsecured debt obligations
of which (or, in the case of a depository
institution or trust company that is
the principal subsidiary of a holding
company, the debt obligations of such
holding company, if Moody's is not a Rating
Agency) are rated by each Rating
Agency in one of its two highest long-term
and its highest short-term rating
categories respectively, at the time any
amounts are held on deposit therein,
or (ii) an account or accounts in a
depository institution or trust company in
which such accounts are insured by the FDIC
(to the limits established by the
FDIC) and the uninsured deposits in which
accounts are otherwise secured such
that, as evidenced by an Opinion of Counsel
delivered to the Trustee and to
each Rating Agency, the Certificateholders
have a claim with respect to the
funds in such account or a perfected first
priority security interest against
any collateral (which shall be limited to
Permitted Investments) securing such
funds that is superior to claims of any
other depositors or creditors of the
depository institution or trust company in
which such account is maintained,
or (iii) a trust account or accounts
maintained with the corporate trust
department of a federal or state chartered
depository institution or trust
company having capital and surplus of not
less than $50,000,000, acting in its
fiduciary capacity or (iv) any other
account acceptable to the Rating Agencies
without reduction or withdrawal of their
then-current ratings of the
Certificates (without regard to the Class
2-A-3 Policy, in the case of the
Class 2-A-3 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.
26
<PAGE>
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 2-A-3 Premium and any Class
2-A-3 Reimbursement Amount to the Class
2-A-3 Insurer, in each case for such
Distribution Date pursuant to Section
4.04(a)(iii)(b), (ii) the amount
remaining after the distribution of
principal to Certificateholders and the
payment of any unpaid Class 2-A-3 Premium
and any unpaid Class 2-A-3
Reimbursement Amount to the Class 2-A-3
Insurer, in each case for such
Distribution Date, pursuant to Section
4.04(b)(1)(B)(ii) or 4.04(b)(2)(D) and
(iii) the Overcollateralization Reduction
Amount for such Distribution Date.
Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of
the Overcollateralized Amount for
such Distribution Date over the
Overcollateralization Target Amount for such
Distribution Date.
Excess Proceeds: With respect to any Liquidated Mortgage Loan,
the
amount, if any, by which the sum of any
Liquidation Proceeds and Subsequent
Recoveries are in excess of the sum of (i)
the unpaid principal balance of
such Liquidated Mortgage Loan as of the
date of liquidation of such Liquidated
Mortgage Loan plus (ii) interest at the
Mortgage Rate from the Due Date as to
which interest was last paid or advanced to
Certificateholders (and not
reimbursed to the Master Servicer) up to
the Due Date in the month in which
Liquidation Proceeds are required to be
distributed on the Stated Principal
Balance of such Liquidated Mortgage Loan
outstanding during each Due Period as
to which such interest was not paid or
advanced.
Expense Fee Rate: With respect to any Mortgage Loan, the sum of
(i) the Servicing Fee Rate, (ii) the
Trustee Fee Rate, and (iii) with respect
to any Mortgage Loan covered by a lender
paid mortgage insurance policy, the
related mortgage insurance premium
rate.
Extra
Principal Distribution Amount: With respect to any
Distribution Date and each of Loan Group 1,
Loan Group 2, Loan Group 3 and
Loan Group 4, the lesser of (1) the
Overcollateralization Deficiency Amount
and (2) the sum of the Excess Cashflow and
the Credit Comeback Excess Cashflow
available for payment thereof, to be
allocated between Loan Group 1, 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.
Fiscal Agent: As defined in the Class 2-A-3 Policy.
Five-Year Hybrid Mortgage Loan: A Mortgage Loan having a
Mortgage
Rate that is fixed for 60 months after
origination thereof before such
Mortgage Rate becomes subject to
adjustment.
27
<PAGE>
Fixed Rate Certificates: The Class 1-A-2, Class 1-A-3, Class
1-A-4, Class 1-A-5, Class 1-A-6, Class
2-A-2, Class 2-A-3, Class 2-A-4 and
Class 2-A-5 Certificates.
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.
Freddie Mac: The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United
States created and existing under
Title III of the Emergency Home Finance Act
of 1970, as amended, or any
successor thereto.
Funding Period: The period from the Closing Date to and
including
the earlier to occur of (x) the date the
amount in the Pre-Funding Account is
less than $175,000 and (y) November 14,
2005.
Gross Margin: The percentage set forth in the related Mortgage
Note to be added to the Index for use in
determining the Mortgage Rate for
each Adjustable Rate Mortgage Loan on each
of its Adjustment Dates.
Group 1/2/3/4 Net Rate Cap: For each Distribution Date, the
weighted average of the Group 1 Net Rate
Cap, Group 2 Net Rate Cap, Group 3
Net Rate Cap and Group 4 Net Rate Cap
weighted on the basis of the respective
Subordinate Component Balances of their
corresponding Loan Groups. For federal
income tax purposes, the Subordinate Net
Rate Cap will be the Calculation Rate
in respect of the Class A and Class B
Interests in REMIC 2.
Group 1 Mortgage Loans: The group of Mortgage Loans identified
in
the related Mortgage Loan Schedule as
"Group 1 Mortgage Loans", including in
each case any Mortgage Loans delivered in
replacement thereof.
Group 1 Overcollateralization Reduction Amount: With respect to
any Distribution Date, the
Overcollateralization Reduction Amount for such
Distribution Date multiplied by a fraction,
the numerator of which is (x) the
Principal Remittance Amount for Loan Group
1 for such Distribution Date, and
the denominator of which is (y) the
aggregate Principal Remittance Amount for
Loan Group 1, Loan Group 2, Loan Group 3
and Loan Group 4 for such
Distribution Date.
Group 1 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent
Mortgage Loans as Group 1 Mortgage Loans
on the Closing Date, which shall equal
$1,220.00.
Group 2 Mortgage Loans: The group of Mortgage Loans identified
in
the related Mortgage Loan Schedule as
"Group 2 Mortgage Loans", including in
each case any Mortgage Loans delivered in
replacement thereof.
Group 2 Overcollateralization Reduction Amount: With respect to
any Distribution Date, the
Overcollateralization Reduction Amount for such
Distribution Date multiplied by a fraction,
the numerator of which is (x) the
Principal Remittance Amount for Loan
28
<PAGE>
Group 2 for such Distribution Date, and the
denominator of which is (y) the
aggregate Principal Remittance Amount for
Loan Group 1, Loan Group 2, Loan
Group 3 and Loan Group 4 for such
Distribution Date.
Group 2
Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent
Mortgage Loans as Group 2 Mortgage Loans
on the Closing Date, which shall equal
$267.95.
Group 3 Mortgage Loans: The group of Mortgage Loans identified
in
the related Mortgage Loan Schedule as
"Group 3 Mortgage Loans", including in
each case any Mortgage Loans delivered in
replacement thereof.
Group 3 Overcollateralization Reduction Amount: With respect to
any Distribution Date, the
Overcollateralization Reduction Amount for such
Distribution Date multiplied by a fraction,
the numerator of which is (x) the
Principal Remittance Amount for Loan Group
3 for such Distribution Date, and
the denominator of which is (y) the
aggregate Principal Remittance Amount for
Loan Group 1, Loan Group 2, Loan Group 3
and Loan Group 4 for such
Distribution Date.
Group 3 Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent
Mortgage Loans as Group 3 Mortgage Loans
on the Closing Date, which shall equal
$179.28.
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 Overcollateralization Reduction Amount: With respect to
any Distribution Date, the
Overcollateralization Reduction Amount for such
Distribution Date multiplied by a fraction,
the numerator of which is (x) the
Principal Remittance Amount for Loan Group
4 for such Distribution Date, and
the denominator of which is (y) the
aggregate Principal Remittance Amount for
Loan Group 1, Loan Group 2, Loan Group 3
and Loan Group 4 for such
Distribution Date.
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
$597.28.
Group Net Rate Cap. With respect to Loan Group 1, the Class 1-A
Net Rate Cap, with respect to Loan Group 2,
the Class 2-A Net Rate Cap, with
respect to Loan Group 3, the Class 3-A Net
Rate Cap, and with respect to Loan
Group 4, the Class 4-A 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
29
<PAGE>
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.
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 Rate Mortgage
Loan,
the Mortgage Rate in effect prior to the
Initial Adjustment Date.
Initial Periodic Rate Cap: With respect to each Adjustable Rate
Mortgage Loan, the percentage specified in
the related Mortgage Note that
limits the permissible increase or decrease
in the Mortgage Rate on its
initial Adjustment Date.
Insolvency Proceeding: As defined in Section 4.06(h).
Insurance Policy: With respect to any Mortgage Loan included in
the Trust Fund, any insurance policy,
including all riders and endorsements
thereto in effect with respect to such
Mortgage Loan, including any
replacement policy or policies for any
Insurance Policy.
Insurance Proceeds: Proceeds paid in respect of the Mortgage
Loans
(other than by the Class 2-A-3 Insurer
under the Class 2-A-3 Policy) pursuant
to any Insurance Policy or any other
insurance policy covering a Mortgage
Loan, to the extent such proceeds are
payable to the mortgagee under the
Mortgage, the Master Servicer or the
trustee under the deed of trust and are
not applied to the restoration of the
related Mortgaged Property or released
to the Mortgagor in accordance with the
procedures that the Master Servicer
would follow in servicing mortgage loans
held for its own account, in each
case other than any amount included in such
Insurance Proceeds in respect of
Insured Expenses and received prior to such
Mortgage Loan becoming a
Liquidated Mortgage Loan.
Insured
Expenses: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the
Mortgage Loans.
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<PAGE>
Insured Payment: As defined in the Class 2-A-3 Policy.
Interest-Bearing Certificates: The Fixed Rate Certificates and
the
Adjustable Rate Certificates.
Interest Carry Forward Amount: With respect to each Class of
Interest-Bearing Certificates and each
Distribution Date, the excess of (i)
the Current Interest for such Class with
respect to prior Distribution Dates
over (ii) the amount actually distributed
to such Class with respect to
interest on such prior Distribution
Dates.
Interest Determination Date: With respect to the first Accrual
Period for the Adjustable Rate
Certificates, September 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.
Interest Remittance Amount: With respect to the Mortgage Loans
in
each Loan Group and any Distribution Date,
(x) the sum, without duplication,
of (i) all scheduled interest collected
during the related Due Period (for the
avoidance of doubt, other than Credit
Comeback Excess Amounts) with respect to
the related Mortgage Loans less the related
Servicing Fee, (ii) all interest
on prepayments received during the related
Prepayment Period with respect to
such Mortgage Loans, other than Prepayment
Interest Excess, (iii) all related
Advances relating to interest with respect
to such Mortgage Loans, (iv) all
related Compensating Interest with respect
to such Mortgage Loans, (v)
Liquidation Proceeds with respect to such
Mortgage Loans collected during the
related Due Period (to the extent such
Liquidation Proceeds relate to
interest) and (vi) the related Seller
Shortfall Interest Requirement, less (y)
all reimbursements to the Master Servicer
during the related Due Period for
Advances of interest previously made
allocable to such Loan Group.
Investment Letter: As defined in Section 5.02(b).
Last Scheduled Distribution Date: With respect to the Class
2-A-3
Certificates and the Class 2-A-3 Policy,
the Distribution Date occurring in
December 2035.
Latest
Possible Maturity Date: The Distribution Date following the
third anniversary of the scheduled maturity
date of the Mortgage Loan having
the latest scheduled maturity date as of
the Cut-off Date.
LIBOR Business Day: Any day on which banks in the City of
London,
England and New York City, U.S.A. are open
and conducting transactions in
foreign currency and exchange.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan that has been
liquidated through deed-in-lieu of
foreclosure, foreclosure sale, trustee's
sale or other realization as provided
by applicable law governing the real
property
31
<PAGE>
subject to the related Mortgage and any
security agreements and as to which
the Master Servicer has certified in the
related Prepayment Period that it has
received all amounts it expects to receive
in connection with such
liquidation.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or
complete liquidation of Mortgage
Loans, whether through trustee's sale,
foreclosure sale or otherwise or
amounts received in connection with any
condemnation or partial release of a
Mortgaged Property and any other proceeds
received in connection with an REO
Property received in connection with or
prior to such Mortgage Loan becoming a
Liquidated Mortgage Loan (other than the
amount of such net proceeds
representing any profit realized by the
Master Servicer in connection with the
disposition of any such properties), less
the sum of related unreimbursed
Advances, Servicing Fees and Servicing
Advances.
Loan Group: 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 Number and Borrower Identification Mortgage Loan Schedule:
With respect to any Subsequent Transfer
Date, the Loan Number and Borrower
Identification Mortgage Loan Schedule
delivered in connection with such
Subsequent Transfer Date pursuant to
Section 2.01(f). Each Loan Number and
Borrower Identification Mortgage Loan
Schedule shall contain the information
specified in the definition of "Mortgage
Loan Schedule" with respect to the
Subsequent Mortgage Loans conveyed on such
Subsequent Transfer Date, and each
Loan Number and Borrower Identification
Mortgage Loan Schedule shall be deemed
to be included in the Mortgage Loan
Schedule.
Loan-to-Value Ratio: The fraction, expressed as a percentage,
the
numerator of which is the original
principal balance of the related Mortgage
Loan and the denominator of which is the
Appraised Value of the related
Mortgaged Property.
Majority Holder: The Holders of Certificates evidencing at
least
51% of the Voting Rights allocated to such
Class of Certificates.
Margin: With respect to any Accrual Period and Class of
Adjustable
Rate Certificates, the per annum rate
indicated in the following table:
------------------------------------------------------
Class
Margin (1) Margin (2)
------------------------------------------------------
Class 1-A-1................ 0.150%
0.150%
------------------------------------------------------
Class 2-A-1................ 0.110%
0.110%
------------------------------------------------------
Class 3-A.................. 0.260%
0.520%
------------------------------------------------------
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<PAGE>
------------------------------------------------------
Class
Margin (1) Margin (2)
------------------------------------------------------
Class 4-A.................. 0.280%
0.560%
------------------------------------------------------
Class M-1.................. 0.470%
0.705%
------------------------------------------------------
Class M-2.................. 0.490%
0.735%
------------------------------------------------------
Class M-3.................. 0.510%
0.765%
------------------------------------------------------
Class M-4.................. 0.600%
0.900%
------------------------------------------------------
Class M-5.................. 0.640%
0.960%
------------------------------------------------------
Class M-6.................. 0.700%
1.050%
------------------------------------------------------
Class M-7.................. 1.250%
1.875%
------------------------------------------------------
Class M-8.................. 1.350%
2.025%
------------------------------------------------------
Class B.................... 1.800%
2.700%
------------------------------------------------------
(1) For any Accrual Period
relating to any Distribution Date occurring on or
prior to
the Optional Termination Date.
(2) For any Accrual Period
relating to any Distribution Date occurring after
the
Optional Termination Date.
Master Servicer: Countrywide Home Loans Servicing LP, a Texas
limited partnership, and its successors and
assigns, in its capacity as master
servicer hereunder.
Master Servicer Advance Date: As to any Distribution Date, the
Business Day immediately preceding such
Distribution Date.
Master Servicer Prepayment Charge Payment Amount: The amounts
(i)
payable by the Master Servicer in respect
of any Prepayment Charges waived
other than in accordance with the standard
set forth in the first sentence of
Section 3.20(a), or (ii) collected from the
Master Servicer in respect of a
remedy for the breach of the representation
made by CHL set forth in Section
3.20(c).
Maximum Mortgage Rate: With respect to each Adjustable Rate
Mortgage Loan, the maximum rate of interest
set forth as such in the related
Mortgage Note.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under
the laws of the State of Delaware, or
any successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on
the
MERS(R) System.
MERS(R) System: The system of recording transfers of mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage
Loan.
Minimum Mortgage
Rate: With respect to each Adjustable Rate
Mortgage Loan, the minimum rate of interest
set forth as such in the related
Mortgage Note.
Modified Mortgage Loan: As defined in Section 3.12(a).
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<PAGE>
MOM Loan: Any Mortgage Loan, as to which MERS is acting as
mortgagee, solely as nominee for the
originator of such Mortgage Loan and its
successors and assigns.
Monthly Statement: The statement delivered to the
Certificateholders pursuant to Section
4.05.
Moody's: Moody's Investors Service, Inc. and its successors.
Mortgage: The mortgage, deed of trust or other instrument
creating
a first lien on or first priority ownership
interest in an estate in fee
simple in real property securing a Mortgage
Note.
Mortgage File: The mortgage documents listed in Section 2.01
hereof pertaining to a particular Mortgage
Loan and any additional documents
delivered to the Trustee to be added to the
Mortgage File pursuant to this
Agreement.
Mortgage Loan Schedule: The list of Mortgage Loans (as from
time
to time amended by the Master Servicer to
reflect the deletion of Liquidated
Mortgage Loans and Deleted Mortgage Loans
and the addition of (x) Replacement
Mortgage Loans pursuant to the provisions
of this Agreement and (y) Subsequent
Mortgage Loans pursuant to the provisions
of this Agreement and any Subsequent
Transfer Agreement) transferred to the
Trustee as part of the Trust Fund and
from time to time subject to this
Agreement, attached hereto as Exhibit F-1,
setting forth in the following information
with respect to each Mortgage Loan:
(i)
the loan number;
(ii) the
Loan Group;
(iii) the
Appraised Value;
(iv) the
Initial Mortgage Rate;
(v)
the maturity date;
(vi) the
original principal balance;
(vii) the
Cut-off Date Principal Balance;
(viii) the first
payment date of the Mortgage Loan;
(ix) the
Scheduled Payment in effect as of the Cut-off
Date;
(x)
the Loan-to-Value Ratio at origination;
(xi) a
code indicating whether the residential dwelling at
the time of origination was represented to be owner-occupied;
(xii) a code
indicating whether the residential dwelling is
either (a) a detached single-family dwelling, (b) a two-family
residential property, (c) a three-
34
<PAGE>
family residential property, (d) a four-family residential
property, (e) planned unit development, (f) a low-rise
condominium
unit, (g) a high-rise condominium unit or (h) manufactured
housing;
(xiii) a code
indicating whether such Mortgage Loan is a
Credit Comeback Loan;
(xiv) the
purpose of the Mortgage Loan;
(xv) 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;
(xvi) a code
indicating whether the Mortgage Loan is a CHL
Mortgage Loan, a Park Monaco Mortgage Loan or a Park Sienna
Mortgage Loan; and
(xvii) the premium
rate for any lender-paid mortgage
insurance, if applicable; and
(xviii) a code indicating whether the Mortgage Loan is a
Fixed Rate Mortgage Loan or an Adjustable Rate Mortgage Loan.
Such schedule shall also set forth the
total of the amounts described under
(vii) above for all of the Mortgage Loans
and for each Loan Group. The
Mortgage Loan Schedule shall be deemed to
include each Loan Number and
Borrower Identification Mortgage Loan
Schedule delivered pursuant to Section
2.01(f) and all the related Subsequent
Mortgage Loans and Subsequent Mortgage
Loan information included therein.
Mortgage Loans: Such of the mortgage loans transferred and
assigned to the Trustee pursuant to the
provisions hereof and any Subsequent
Transfer Agreement as from time to time are
held as part of the Trust Fund
(including any REO Property), the mortgage
loans so 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
35
<PAGE>
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
------------------------------------------------ ------------
October 2005 - September 2008...................
0%
October 2008 - September 2010...................
45%
October 2010 - September 2011...................
80%
October 2011 - September 2012................... 100%
October 2012 and thereafter..................... 300%
Net
Mortgage Rate: As to each Mortgage Loan, and at any time, the
per annum rate equal to the Mortgage Rate
less the Servicing Fee Rate.
Net Rate Cap: With respect to any Distribution Date, (i) with
respect to each Class of Class 1-A
Certificates, the Class 1-A Net Rate Cap,
(ii) with respect to each Class of Class
2-A Certificates (other than the
Class 2-A-3 Certificates), the Class 2-A
Net Rate Cap, (iii) with respect to
the Class 2-A-3 Certificates, the Class 2-A
Net Rate Cap less the Class 2-A-3
Policy Premium Rate, (iv) with respect to
the Class 3-A Certificates, the
Class 3-A Net Rate Cap, (v) with respect to
the Class 4-A Certificates, the
Class 4-A Net Rate Cap and (vi) with
respect to each Class of Subordinate
Certificates, the Subordinate Net Rate
Cap.
Net Rate Carryover: With respect to any Class of
Interest-Bearing
Certificates and any Distribution Date, the
sum of (A) the excess of (i) the
amount of interest that such Class would
otherwise have accrued for such
Distribution Date had the Pass-Through Rate
for such Class and the related
Accrual Period not been determined based on
the applicable Net Rate Cap, over
(ii) the amount of interest accrued on such
Class at the applicable Net Rate
Cap for such Distribution Date and (B) the
Net Rate Carryover for such Class
for all previous Distribution Dates not
previously paid pursuant to Section
4.04, together with interest thereon at the
then-
36
<PAGE>
applicable Pass-Through Rate for such
Class, without giving effect to the
applicable Net Rate Cap.
NIM Insurer: Any insurer guarantying at the request of CHL
certain
payments under notes backed or secured by
the Class C or Class P Certificates.
Nonrecoverable Advance: Any portion of an Advance previously
made
or proposed to be made by the Master
Servicer that, in the good faith judgment
of the Master Servicer, will not or, in the
case of a current delinquency,
would not, be ultimately recoverable by the
Master Servicer from the related
Mortgagor, related Liquidation Proceeds or
otherwise.
Non-United States Person : A Person that is not a citizen or
resident of the United States, a
corporation, partnership, or other entity
(treated as a corporation or a partnership
for federal income tax purposes)
created or organized in or under the laws
of the United States, any state
thereof or the District of Columbia, an
estate whose income from sources
without the United States is includible in
gross income for United States
federal income tax purposes regardless of
its connection with the conduct of a
trade or business within the United States,
or a trust if a court within the
United States is able to exercise primary
supervision over the administration
of the trust and one or more United States
persons have authority to control
all substantial decisions of the
trustor.
OC Floor: With respect to any Distribution Date, an amount
equal
to 0.50% of the sum of the aggregate
Cut-off Date Principal Balance of the
Initial Mortgage Loans and the Pre-Funded
Amount.
Officer's Certificate: A certificate (i) in the case of the
Depositor, signed by the Chairman of the
Board, the Vice Chairman of the
Board, the President, a Managing Director,
a Vice President (however
denominated), an Assistant Vice President,
the Treasurer, the Secretary, or
one of the Assistant Treasurers or
Assistant Secretaries of the Depositor,
(ii) in the case of the Master Servicer,
signed by the President, an Executive
Vice President, a Vice President, an
Assistant Vice President, the Treasurer,
or one of the Assistant Treasurers or
Assistant Secretaries of Countrywide GP,
Inc., its general partner or (iii) if
provided for in this Agreement, signed
by a Servicing Officer, as the case may be,
and delivered to the Depositor and
the Trustee, as the case may be, as
required by this Agreement.
One-Month LIBOR: With respect to any Accrual Period for the
Adjustable Rate Certificates, the rate
determined by the Trustee on the
related Interest Determination Date on the
basis of the rate for U.S. dollar
deposits for one month that appears on
Telerate Screen Page 3750 as of 11:00
a.m. (London time) on such Interest
Determination Date; provided that the
parties hereto acknowledge that One-Month
LIBOR calculated for the first
Accrual Period for the Adjustable Rate
Certificates shall equal 3.84063% 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
37
<PAGE>
One-Month LIBOR applicable to the preceding
Accrual Period for the Adjustable
Rate Certificates.
Opinion of Counsel: A written opinion of counsel, who may be
counsel for the Depositor or the Master
Servicer, reasonably acceptable to
each addressee of such opinion; provided
that with respect to Section 6.04 or
10.01, or the interpretation or application
of the REMIC Provisions, such
counsel must (i) in fact be independent of
the Depositor and the Master
Servicer, (ii) not have any direct
financial interest in the Depositor or the
Master Servicer or in any affiliate of
either and (iii) not be connected with
the Depositor or the Master Servicer as an
officer, employee, promoter,
underwriter, trustee, partner, director or
person performing similar
functions.
Optional Termination: The termination of the Trust Fund
provided
hereunder pursuant to the purchase of the
Mortgage Loans pursuant to clause
(a) of the first sentence of Section 9.01
hereof.
Optional Termination Date: The first Distribution Date on which
the aggregate Stated Principal Balance of
the Mortgage Loans is less than or
equal to 10% of the sum of the aggregate
Cut-off Date Principal Balance of the
Initial Mortgage Loans and the Pre-Funded
Amount.
Original Value: The value of the property underlying a Mortgage
Loan based, in the case of the purchase of
the underlying Mortgaged Property,
on the lower of an appraisal satisfactory
to the Master Servicer or the sales
price of such property or, in the case of a
refinancing, on an appraisal
satisfactory to the Master Servicer.
OTS: The Office of Thrift Supervision.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore
executed and authenticated under
this Agreement except:
(i) Certificates theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; and
(ii) Certificates in exchange for which or in lieu of which
other Certificates have been executed and delivered by the
Trustee
pursuant
to this Agreement.
Outstanding Mortgage Loan: As of any Distribution Date, a
Mortgage
Loan with a Stated Principal Balance
greater than zero that was not the
subject of a Principal Prepayment in full,
and that did not become a
Liquidated Mortgage Loan, prior to the end
of the related Prepayment Period.
Overcollateralization Deficiency Amount: With respect to any
Distribution Date, the amount, if any, by
which the Overcollateralization
Target Amount exceeds the
Overcollateralized Amount on such Distribution Date
(after giving effect to distribution of the
Principal Distribution Amount
(other than the portion thereof consisting
of the Extra Principal Distribution
Amount) on such Distribution Date).
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<PAGE>
Overcollateralization Reduction Amount: With respect to any
Distribution Date, an amount equal to the
lesser of (i) the Excess
Overcollateralization Amount for such
Distribution Date and (ii) the aggregate
Principal Remittance Amount for Loan Group
1, Loan Group 2, Loan Group 3 and
Loan Group 4 for such Distribution
Date.
Overcollateralization Target Amount: With respect to any
Distribution Date (a) prior to the Stepdown
Date, an amount equal to 4.25% of
the sum of the aggregate Cut-off Date
Principal Balance of the Initial
Mortgage Loans and the Pre-Funded Amount
and (b) on or after the Stepdown
Date, the greater of (i) an amount equal to
8.50% of the aggregate Stated
Principal Balance of the Mortgage Loans for
the current Distribution Date and
(ii) the OC Floor; provided, however, that
if a Trigger Event is in effect on
any Distribution Date, the
Overcollateralization Target Amount will be the
Overcollateralization Target Amount as in
effect for the prior Distribution
Date.
Overcollateralized Amount: With respect to any Distribution
Date,
the amount, if any, by which (x) the sum of
the aggregate Stated Principal
Balance of the Mortgage Loans for such
Distribution Date and any amount on
deposit in the Pre-Funding Account exceeds
(y) the aggregate Certificate
Principal Balance of the Interest-Bearing
Certificates as of such Distribution
Date (after giving effect to distribution
of the Principal Distribution Amount
to be made on such Distribution Date other
than the portion thereof consisting
of the Extra Principal Distribution
Amount.
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)
------------------------------------------------------------
1-A-2
4.847%
4.847%
------------------------------------------------------------
1-A-3
4.947%
4.947%
------------------------------------------------------------
1-A-4
5.323%
5.323%
------------------------------------------------------------
1-A-5
5.557%
6.057%
------------------------------------------------------------
1-A-6
5.165%
5.165%
------------------------------------------------------------
2-A-2
4.898%
4.898%
------------------------------------------------------------
2-A-3
5.069%
5.069%
------------------------------------------------------------
2-A-4
5.575%
6.075%
------------------------------------------------------------
2-A-5
5.245%
5.245%
------------------------------------------------------------
(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 2-A-3
Policy,
in the case of the Class 2-A-3 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 2-A-3 Policy, in the case of the Class 2-A-3
Certificates);
(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
40
<PAGE>
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 2-A-3 Policy, in the case
of
the Class 2-A-3 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 2-A-3 Policy, in the case of the Class 2-A-3
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 2-A-3
Policy,
in the case of the Class 2-A-3 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 2-A-3 Policy, in the case
of
the Class 2-A-3 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 assigned to
the
Certificates by any Rating Agency (without regard to the Class
2-A-3 Policy, in the case of the Class 2-A-3 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;
41
<PAGE>
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
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.
42
<PAGE>
Person: Any individual, corporation, partnership, limited
liability company, joint venture,
association, joint-stock company, trust,
unincorporated organization or government,
or any agency or political
subdivision thereof.
Pool Stated Principal Balance: The aggregate of the Stated
Principal Balances of the Mortgage Loans
which were Outstanding Mortgage
Loans.
Pre-Funded Amount: The amount deposited in the Pre-Funding
Account
on the Closing Date, which shall equal
$2,264.51.
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 2005-12." Funds in the
Pre-Funding Account shall be held
in trust for the Certificateholders for the
uses and purposes set forth in
this Agreement and shall not be a part of
any REMIC created hereunder,
provided, however that any investment
income earned from Permitted Investments
made with funds in the Pre-Funding Account
will be for the account of CHL.
Preference Claim: As defined in Section 4.06(h).
Prepayment Assumption: The applicable rate of prepayment, as
described in the Prospectus Supplement
relating to the Certificates.
Prepayment Charge: With respect to any Mortgage Loan, the
charges
or premiums, if any, due in connection with
a full or partial prepayment of
such Mortgage Loan within the related
Prepayment Charge Period in accordance
with the terms thereof (other than any
Master Servicer Prepayment Charge
Payment Amount).
Prepayment Charge Period: With respect to any Mortgage Loan,
the
period of time during which a Prepayment
Charge may be imposed.
Prepayment Charge Schedule: As of the Initial Cut-off Date with
respect to each Initial Mortgage Loan and
as of the Subsequent Cut-off Date
with respect to each Subsequent Mortgage
Loan, a list attached hereto as
Schedule I (including the Prepayment Charge
Summary attached thereto), setting
forth the following information with
respect to each Prepayment Charge:
(i) the Mortgage Loan identifying number;
(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
43
<PAGE>
(vi) the principal balance of the related Mortgage Loan as
of the Cut-off Date.
As of the Closing Date, the Prepayment Charge Schedule shall
contain the necessary information for each
Initial Mortgage Loan. The
Prepayment Charge Schedule shall be amended
by the Master Servicer upon the
sale of any Subsequent Mortgage Loans to
the Trust Fund. In addition, the
Prepayment Charge Schedule shall be amended
from time to time by the Master
Servicer in accordance with the provisions
of this Agreement and a copy of
each related amendment shall be furnished
by the Master Servicer to the Class
P and Class C Certificateholders and the
NIM Insurer.
Prepayment Interest Excess: With respect to any Distribution
Date,
for each Mortgage Loan that was the subject
of a Principal Prepayment during
the period from the related Due Date to the
end of the related Prepayment
Period, any payment of interest received in
connection therewith (net of any
applicable Servicing Fee) representing
interest accrued for any portion of
such month of receipt.
Prepayment Interest Shortfall: With respect to any Distribution
Date, for each Mortgage Loan that was the
subject of a partial Principal
Prepayment or a Principal Prepayment in
full during the period from the
beginning of the related Prepayment Period
to the Due Date in such Prepayment
Period (other than a Principal Prepayment
in full resulting from the purchase
of a Mortgage Loan pursuant to Section
2.02, 2.03, 2.04, 3.12 or 9.01 hereof)
and for each Mortgage Loan that became a
Liquidated Mortgage Loan during the
related Due Period, the amount, if any, by
which (i) one month's interest at
the applicable Net Mortgage Rate on the
Stated Principal Balance of such
Mortgage Loan immediately prior to such
prepayment (or liquidation) or in the
case of a partial Principal Prepayment on
the amount of such prepayment (or
Liquidation Proceeds) exceeds (ii) the
amount of interest paid or collected in
connection with such Principal Prepayment
or such Liquidation Proceeds.
Prepayment Period: As to any Distribution Date and related Due
Date, the period beginning with the opening
of business on the sixteenth day
of the calendar month preceding the month
in which such Distribution Date
occurs (or, with respect to the first
Distribution Date, the period beginning
with the opening of business on the day
immediately following the Initial
Cut-off Date) and ending on the close of
business on the fifteenth day of the
month in which such Distribution Date
occurs.
Prime Rate: The prime commercial lending rate of The Bank of
New
York, as publicly announced to be in effect
from time to time. The Prime Rate
shall be adjusted 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,
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<PAGE>
minus (iv) (a) the amount of any Group 1
Overcollateralization Reduction
Amount, in the case of Loan Group 1, (b)
the amount of any Group 2
Overcollateralization Reduction Amount, in
the case of Loan Group 2, (b) the
amount of any Group 3 Overcollateralization
Reduction Amount, in the case of
Loan Group 3 and (d) the amount of any
Group 4 Overcollateralization Reduction
Amount, in the case of Loan Group 4.
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
with respect to such Distribution
Date, (ii) Principal Prepayments collected
in the related Prepayment Period,
with respect to the Mortgage Loans, (iii)
the Stated Principal Balance of each
Mortgage Loan that was repurchased by a
Seller or purchased by the Master
Servicer with respect to such Distribution
Date, (iv) the amount, if any, by
which the aggregate unpaid principal
balance of any Replacement Mortgage Loans
delivered by the Sellers in connection with
a substitution of a Mortgage Loan
is less than the aggregate unpaid principal
balance of any Deleted Mortgage
Loans and (v) all Liquidation Proceeds (to
the extent such Liquidation
Proceeds related to principal) and
Subsequent Recoveries collected during the
related Due Period; less (b) all Advances
relating to principal and certain
expenses reimbursable pursuant to Section
6.03 and reimbursed during the
related Due Period, in each case with
respect to such Loan Group.
Principal Reserve Fund: The separate Eligible Account created
and
initially maintained by the Trustee
pursuant to Section 3.08 in the name of
the Trustee for the benefit of the
Certificateholders and designated "The Bank
of New York in trust for registered Holders
of CWABS, Inc., Asset-Backed
Certificates, Series 2005-12". Funds in the
Principal Reserve Fund shall be
held in trust for the Certificateholders
for the uses and purposes set forth
in this Agreement.
Private Certificates:
The Class C and Class P Certificates.
Prospectus: The prospectus dated June 10, 2005, relating to
asset-backed securities to be sold by the
Depositor.
45
<PAGE>
Prospectus Supplement: The prospectus supplement dated
September
28, 2005, relating to the public offering
of the certain Classes of
Certificates offered thereby.
PTCE 95-60: As defined in Section 5.02(b).
PUD: A Planned Unit Development.
Purchase Price: With respect to any Mortgage Loan (x) required
to
be (1) repurchased by a Seller or purchased
by the Master Servicer, as
applicable, pursuant to Section 2.02, 2.03
or 3.12 hereof or (2) repurchased
by the Depositor pursuant to Section 2.04
hereof, or (y) that the Master
Servicer has a right to purchase pursuant
to Section 3.12 hereof, an amount
equal to the sum of (i) 100% of the unpaid
principal balance (or, if such
purchase or repurchase, as the case may be,
is effected by the Master
Servicer, the Stated Principal Balance) of
the Mortgage Loan as of the date of
such purchase, (ii) accrued interest
thereon at the applicable Mortgage Rate
(or, if such purchase or repurchase, as the
case may be, is effected by the
Master Servicer, at the Net Mortgage Rate)
from (a) the date through which
interest was last paid by the Mortgagor
(or, if such purchase or repurchase,
as the case may be, is effected by the
Master Servicer, the date through which
interest was last advanced and not
reimbursed by the Master Servicer) to (b)
the Due Date in the month in which the
Purchase Price is to be distributed to
Certificateholders and (iii) any costs,
expenses and damages incurred by the
Trust Fund resulting from any violation of
any predatory or abusive lending
law in connection with such Mortgage
Loan.
Rating Agency: Each of Moody's and S&P. If any such
organization
or its successor is no longer in existence,
"Rating Agency" shall be a
nationally recognized statistical rating
organization, or other comparable
Person, designated by the Depositor, notice
of which designation shall be
given to the Trustee. References herein to
a given rating category of a Rating
Agency shall mean such rating category
without giving effect to any modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan,
an
amount (not less than zero or more than the
Stated Principal Balance of the
Mortgage Loan) as of the date of such
liquidation, equal to (i) the Stated
Principal Balance of such Liquidated
Mortgage Loan as of the date of such
liquidation, minus (ii) the Liquidation
Proceeds, if any, received in
connection with such liquidation during the
month in which such liquidation
occurs, to the extent applied as recoveries
of principal of the Liquidated
Mortgage Loan. With respect to each
Mortgage Loan that has become the subject
of a Deficient Valuation, (i) if the value
of the related Mortgaged Property
was reduced below the principal balance of
the related Mortgage Note, the
amount by which the value of the Mortgaged
Property was reduced below the
principal balance of the 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
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Certificates are no longer Book-Entry
Certificates, the last Business Day of
the month preceding the month of such
Distribution Date. With respect to the
Fixed Rate Certificates and the Class A-R,
Class C and Class P Certificates,
the last Business Day of the month
preceding the month of a Distribution Date.
Reference Bank Rate: With respect to any Accrual Period, the
arithmetic mean (rounded upwards, if
necessary, to the nearest whole multiple
of 0.03125%) of the offered rates for
United States dollar deposits for one
month that are quoted by the Reference
Banks as of 11:00 a.m., New York City
time, on the related Interest Determination
Date to prime banks in the London
interbank market for a period of one month
in amounts approximately equal to
the outstanding aggregate Certificate
Principal Balance of the Adjustable Rate
Certificates on such Interest Determination
Date, provided that at least two
such Reference Banks provide such rate. If
fewer than two offered rates
appear, the Reference Bank Rate will be the
arithmetic mean (rounded upwards,
if necessary, to the nearest whole multiple
of 0.03125%) of the rates quoted
by one or more major banks in New York
City, selected by the Trustee, as of
11:00 a.m., New York City time, on such
date for loans in U.S. dollars to
leading European banks for a period of one
month in amounts approximately
equal to the aggregate Certificate
Principal Balance of the Adjustable Rate
Certificates on such Interest Determination
Date.
Reference Banks: Barclays Bank PLC, Deutsche Bank and NatWest,
N.A., provided that if any of the foregoing
banks are not suitable to serve as
a Reference Bank, then any leading banks
selected by the Trustee which are
engaged in transactions in Eurodollar
deposits in the international
Eurocurrency market (i) with an established
place of business in London,
England, (ii) not controlling, under the
control of or under common control
with the Depositor, CHL or the Master
Servicer and (iii) which have been
designated as such by the Trustee.
Refinancing Mortgage Loan: Any Mortgage Loan originated in
connection with the refinancing of an
existing mortgage loan.
Regular Certificate: Any Certificate other than the Class A-R
Certificates.
Relief Act: The Servicemembers Civil Relief Act.
REMIC Provisions: Provisions of the federal income tax law
relating to real estate mortgage investment
conduits which appear at section
860A through 860G of Subchapter M of
Chapter 1 of the Code, and related
provisions, and regulations and rulings
promulgated thereunder, as the
foregoing may be in effect from time to
time.
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
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the Scheduled Payment due in the month of
substitution, not in excess of, and
not less than 90% of the Stated Principal
Balance of the Deleted Mortgage
Loan; (ii) with respect to any Fixed Rate
Mortgage Loan, have a Mortgage Rate
not less than or no more than 1% per annum
higher than the Mortgage Rate of
the Deleted Mortgage Loan and, with respect
to any Adjustable Rate Mortgage
Loan: (a) have a Maximum Mortgage Rate no
more than 1% per annum higher or
lower than the Maximum Mortgage Rate of the
Deleted Mortgage Loan; (b) have a
Minimum Mortgage Rate no more than 1% per
annum higher or lower than the
Minimum Mortgage Rate of the Deleted
Mortgage Loan; (c) have the same Index
and intervals between Adjustment Dates as
that of the Deleted Mortgage Loan;
(d) have a Gross Margin not more than 1%
per annum higher or lower than that
of the Deleted Mortgage Loan; and (e) have
an Initial Periodic Rate Cap and a
Subsequent Periodic Rate Cap each not more
than 1% lower than that of the
Deleted Mortgage Loan; (iii) have the same
or higher credit quality
characteristics than that of the Deleted
Mortgage Loan; (iv) be accruing
interest at a rate not more than 1% per
annum higher or lower than that of the
Deleted Mortgage Loan; (v) have a
Loan-to-Value Ratio no higher than that of
the Deleted Mortgage Loan; (vi) have a
remaining term to maturity not greater
than (and not more than one year less than)
that of the Deleted Mortgage Loan;
(vii) not permit conversion of the Mortgage
Rate from a fixed rate to a
variable rate or vice versa; (viii) provide
for a Prepayment Charge on terms
substantially similar to those of the
Prepayment Charge, if any, of the
Deleted Mortgage Loan; (ix) have the same
occupancy type and lien priority as
the Deleted Mortgage Loan; and (x) comply
with each representation and
warranty set forth in Section 2.03 as of
the date of substitution; provided,
however, that notwithstanding the
foregoing, to the extent that compliance
with clause (x) of this definition would
cause a proposed Replacement Mortgage
Loan to fail to comply with one or more of
clauses (i), (ii), (iv), (viii)
and/or (ix) of this definition, then such
proposed Replacement Mortgage Loan
must comply with clause (x) and need not
comply with one or more of clauses
(i), (ii), (iv), (viii) and/or (ix), to the
extent, and only to the extent,
necessary to assure that the Replacement
Mortgage Loan otherwise complies with
clause (x).
Representing Party: As defined in Section 2.03(e).
Request for Document Release: A Request for Document Release
submitted by the Master Servicer to the
Trustee, substantially in the form of
Exhibit M.
Request for File Release: A Request for File Release submitted
by
the Master Servicer to the Trustee,
substantially in the form of Exhibit N.
Required Carryover Reserve Fund Deposit: With respect to any
Distribution Date, an amount equal to the
excess of (i) $10,000 over (ii) the
amount of funds on deposit in the Carryover
Reserve Fund.
Required Distributions: As defined in the Class 2-A-3 Policy.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy that is required to be
maintained from time to time under
this Agreement.
Responsible Officer: When used with respect to the Trustee, any
Vice President, any Assistant Vice
President, the Secretary, any Assistant
Secretary, any Trust Officer or any
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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 or any similar state or
local law; (b) without giving effect to any
extension granted or agreed to by
the Master Servicer pursuant to Section
3.05(a); and (c) on the assumption
that all other amounts, if any, due under
such Mortgage Loan are paid when
due.
Securities Act: The Securities Act of 1933, as amended.
Sellers: CHL, in its capacity as seller of the CHL Mortgage
Loans
to the Depositor, Park Monaco, in its
capacity as seller of the Park Monaco
Mortgage Loans to the Depositor and Park
Sienna, in its capacity as seller of
the Park Sienna Mortgage Loans to the
Depositor.
Seller Shortfall Interest Requirement: With respect to the
Distribution Date in each of October 2005,
November 2005 and December 2005, is
the sum of:
(a) the product of: (1) the excess of the aggregate Stated
Principal Balances for such Distribution
Date of all the Mortgage Loans in the
Mortgage Pool (including the Subsequent
Mortgage Loans, if any) owned by the
Trust Fund at the beginning of the related
Due Period, over the aggregate
Stated Principal Balance for such
Distribution Date of such Mortgage Loans
(including such Subsequent Mortgage Loans,
if any) that have a scheduled
payment of interest due in the related Due
Period, and (2) a fraction, the
numerator of which is the weighted average
Net Mortgage Rate of all the
Mortgage Loans in the Mortgage Pool
(including such Subsequent Mortgage Loans,
if any) (weighted on the basis of the
Stated Principal Balances thereof for
such Distribution Date) and the denominator
of which is 12; and
(b) the lesser of:
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(i) the product of: (1) the amount on deposit in the
Pre-Funding Account at the beginning of the
related Due Period, and (2) a
fraction, the numerator of which is the
weighted average Net Mortgage Rate of
the Mortgage Loans (including Subsequent
Mortgage Loans, if any) owned by the
Trust Fund at the beginning of the related
Due Period (weighted on the basis
of the Stated Principal Balances thereof
for such Distribution Date) and the
denominator of which is 12; and
(ii) the excess of (x) the sum of (1) the amount of Current
Interest and Interest Carry Forward Amount
due and payable on the
Interest-Bearing Certificates and (2) the
Class 2-A-3 Premium, in each case
for such Distribution Date, over (y)
Interest Funds otherwise available to pay
(1) Current Interest and the Interest Carry
Forward Amount on the
Interest-Bearing Certificates and (2) the
Class 2-A-3 Premium, in each case
for such Distribution Date (after giving
effect to the addition of any amounts
in clause (a) of this definition of Seller
Shortfall Interest Requirement to
Interest Funds for such Distribution
Date).
Senior Certificates: The Class A and Class A-R Certificates.
Senior Enhancement Percentage: With respect to a Distribution
Date
on or after the Stepdown Date, the fraction
(expressed as a percentage) (1)
the numerator of which is the excess of (a)
the aggregate Stated Principal
Balance of the Mortgage Loans for the
preceding Distribution Date over (b) (i)
before the Certificate Principal Balances
of the Senior Certificates have been
reduced to zero, the sum of the Certificate
Principal Balances of the Senior
Certificates, or (ii) after the Certificate
Principal Balances of the Senior
Certificates have been reduced to zero, the
Certificate Principal Balance of
the most senior Class of Subordinate
Certificates outstanding, as of the
related Master Servicer Advance Date, and
(2) the denominator of which is the
aggregate Stated Principal Balance of the
Mortgage Loans for the preceding
Distribution Date.
Senior Principal Distribution Allocation Amount: With respect
to
any Distribution Date, (a) in the case of
the Class 1-A Certificates, the
Class 1-A Principal Distribution Amount,
(b) in the case of the Class 2-A
Certificates, the Class 2-A Principal
Distribution Amount, (c) in the case of
the Class 3-A Certificates, the Class 3-A
Principal Distribution Amount and
(d) in the case of the Class 4-A
Certificates, the Class 4-A Principal
Distribution Amount.
Senior Principal Distribution Target Amount: With respect to
any
Distribution Date will equal the excess of:
(1) the aggregate Certificate
Principal Balance of the Class 1-A, Class
2-A, Class 3-A and Class 4-A
Certificates immediately prior to such
Distribution Date, over (2) the lesser
of (i) 54.70% of the aggregate Stated
Principal Balance of the Mortgage Loans
for such Distribution Date and (ii) the
aggregate Stated Principal Balance of
the Mortgage Loans for such Distribution
Date minus the OC Floor.
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
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foreclosures, (iii) the management and
liquidation of any REO Property and
(iv) compliance with the obligations under
Section 3.10.
Servicing Fee: As to each Mortgage Loan and any Distribution
Date,
an amount equal to one month's interest at
the Servicing Fee Rate on the
Stated Principal Balance of such Mortgage
Loan for the preceding Distribution
Date or, in the event of any payment of
interest that accompanies a Principal
Prepayment in full made by the Mortgagor,
interest at the Servicing Fee Rate
on the Stated Principal Balance of such
Mortgage Loan for the period covered
by such payment of interest.
Servicing Fee Rate: With respect to each Mortgage Loan, 0.50%
per
annum.
Servicing Officer: Any officer of the Master Servicer involved
in,
or responsible for, the administration and
servicing of the Mortgage Loans
whose name and facsimile signature appear
on a list of servicing officers
furnished to the Trustee by the Master
Servicer on the Closing Date pursuant
to this Agreement, as such list may from
time to time be amended.
Sixty-Day Delinquency Rate: With respect to any Distribution
Date
on or after the 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
on the Determination Date related to such
Distribution Date or with respect to
which Advances were made as of the Master
Servicer Advance Date related to
such Distribution Date, (b) all Principal
Prepayments with respect to such
Mortgage Loan received by the Master
Servicer during each Prepayment Period
ending prior to such Distribution Date and
(c) all Liquidation Proceeds
collected with respect to such Mortgage
Loan during each Due Period ending
prior to such Distribution Date, to the
extent applied by the Master Servicer
as recoveries of principal in accordance
with Section 3.12. The Stated
Principal Balance of any Mortgage Loan that
becomes a Liquidated Mortgage Loan
will be zero on each date following the Due
Period in which such Mortgage Loan
becomes a Liquidated Mortgage Loan.
References herein to the Stated Principal
Balance of the Mortgage Loans at any time
shall mean the aggregate Stated
Principal Balance of all Mortgage Loans in
the Trust Fund as of such time, and
references herein to the Stated Principal
Balance of a Loan
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Group at any time shall mean the aggregate
Stated Principal Balance of all
Mortgage Loans in such Loan Group at such
time.
Stepdown Date: The earlier to occur of (a) the Distribution
Date
on which the aggregate Certificate
Principal Balance of the Senior
Certificates is reduced to zero, and (b)
the later to occur of (x) the
Distribution Date in October 2008 and (y)
the first Distribution Date on which
the aggregate Certificate Principal Balance
of the Senior Certificates (after
calculating anticipated distributions on
such Distribution Date) is less than
or equal to 54.70% of the aggregate Stated
Principal Balance of the Mortgage
Loans for such Distribution Date.
Stepdown Target Subordination Percentage: For each Class of
Subordinate Certificates, the respective
percentage indicated in the following
table:
Stepdown Target
Subordination
Percentage
---------------------
Class M-1....................
37.30%
Class M-2....................
30.90%
Class M-3....................
26.90%
Class M-4....................
23.20%
Class M-5....................
19.80%
Class M-6....................
16.50%
Class M-7....................
13.70%
Class M-8....................
11.10%
Class B......................
8.50%
Subordinate Certificates: The Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class B
Certificates.
Subordinate Class Principal Distribution Amount: With respect
to
any Distribution Date and any Class of
Subordinate Certificates, the excess of
(1) the sum of (a) the aggregate
Certificate Principal Balance of the Class A
Certificates (after taking into account
distribution of the Senior Principal
Distribution Target Amount for such
Distribution Date), (b) the aggregate
Certificate Principal Balance of any
Class(es) of Subordinate Certificates
that are senior to the subject Class (in
each case, after taking into account
distribution of the Subordinate Class
Principal Distribution Amount(s) for
such senior Class(es) of Certificates for
such Distribution Date), and (c) the
Certificate Principal Balance of the
subject Class of Subordinate Certificates
immediately prior to such Distribution Date
over (2) the lesser of (a) the
product of (x) 100% minus the Stepdown
Target Subordination Percentage for the
subject Class of Certificates and (y) the
aggregate Stated Principal Balance
of the Mortgage Loans for such Distribution
Date and (b) the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date minus the
OC Floor; provided, however, that if such
Class of Subordinate Certificates is
the only Class of Subordinate Certificates
outstanding on such Distribution
Date, that Class will be entitled to
receive the entire remaining Principal
Distribution Amount for Loan Group 1, Loan
Group 2, Loan Group 3 and Loan
Group 4 until the Certificate Principal
Balance thereof is reduced to zero.
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<PAGE>
Subordinate Component Balance: With respect to any Distribution
Date and for each of Loan Group 1, Loan
Group 2, Loan Group 3 and Loan Group
4, the excess of the principal balance of
the Mortgage Loans in such Loan
Group as of the first day of the related
Due Period (after giving effect to
Principal Prepayments received in the
Prepayment Period ending during such Due
Period) over the aggregate Certificate
Principal Balance of the Class 1-A
Certificates in the case of Loan Group 1,
the aggregate Certificate Principal
Balance of the Class 2-A Certificates in
the case of Loan Group 2, the
Certificate Principal Balance of the Class
3-A Certificates in the case of
Loan Group 3, and the Certificate Principal
Balance of the Class 4-A
Certificates in the case of Loan Group 4,
in each case immediately prior to
that Distribution Date.
Subordinate Corridor Contract: The transaction evidenced by the
related Confirmation (as assigned to the
Corridor Contract Administrator
pursuant to the Corridor Contract
Assignment Agreement), a form of which is
attached hereto as Exhibit Q-5.
Subordinate Corridor
Contract Termination Date: With respect
to
the Subordinate Corridor Contract, the
Distribution Date in August 2012.
Subordinate Net Rate Cap: With respect to any Distribution Date
and each Class of Subordinate Certificates,
the weighted average of (a) the
weighted average Adjusted Net Mortgage Rate
of the Mortgage Loans in Loan
Group 1 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 1 and the
amount on deposit in the
Pre-Funding Account in respect of Loan
Group 1 over the outstanding aggregate
Certificate Principal Balance of the Class
1-A Certificates), (b) 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 2-A Certificates), (c)
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 Certificate
Principal Balance of the Class 3-A
Certificates) and (d) 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 Certificate Principal Balance
of the Class 4-A Certificates),
adjusted to an effective rate reflecting
the calculation of interest on the
basis of the actual number of days elapsed
during the related Accrual Period
and a 360-day year.
Subsequent Certificate Account Deposit: With respect to any
Subsequent Transfer Date, an amount equal
to the aggregate of all amounts in
respect of (i) principal of the related
Subsequent Mortgage Loans due after
the related Subsequent Cut-off Date and
received by the Master Servicer on or
before such Subsequent Transfer Date and
not applied in computing the Cut-off
Date Principal Balance thereof and (ii)
interest on the such Subsequent
Mortgage
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<PAGE>
Loans due after such Subsequent Cut-off
Date and received by the Master
Servicer on or before the Subsequent
Transfer Date.
Subsequent Cut-off Date: As defined in the definition of
Cut-off
Date.
Subsequent Mortgage Loan: Any Mortgage Loan conveyed to the
Trustee on a Subsequent Transfer Date, and
listed on the related Loan Number
and Borrower Identification Mortgage Loan
Schedule delivered pursuant to
Section 2.01(f). When used with respect to
a single Subsequent Transfer Date,
"Subsequent Mortgage Loan" shall mean a
Subsequent Mortgage Loan conveyed to
the Trustee on such Subsequent Transfer
Date.
Subsequent Periodic Rate Cap: With respect to each Adjustable
Rate
Mortgage Loan, the percentage specified in
the related Mortgage Note that
limits permissible increases and decreases
in the Mortgage Rate on any
Adjustment Date (other than the initial
Adjustment Date).
Subsequent Recoveries:
As to any Distribution Date, with respect
to a Liquidated Mortgage Loan that resulted
in a Realized Loss in a prior
calendar month, unexpected amounts received
by the Master Servicer (net of any
related expenses permitted to be reimbursed
pursuant to Section 3.08 and 3.12)
specifically related to such Liquidated
Mortgage Loan after the classification
of such Mortgage Loan as a Liquidated
Mortgage Loan.
Subsequent Transfer Agreement: A Subsequent Transfer Agreement
substantially in the form of Exhibit P
hereto, executed and delivered by the
Sellers, the Depositor and the Trustee as
provided in Section 2.01(d).
Subsequent Transfer Date: For any Subsequent Transfer
Agreement,
the "Subsequent Transfer Date" identified
in such Subsequent Transfer
Agreement; provided, however, the
Subsequent Transfer Date for any Subsequent
Transfer Agreement must be a Business Day
and may not be a date earlier than
the date on which the Subsequent Transfer
Agreement is executed and delivered
by the parties thereto pursuant to Section
2.01(d).
Subsequent Transfer Date Purchase Amount: With respect to any
Subsequent Transfer Date, the "Subsequent
Transfer Date Purchase Amount"
identified in the related Subsequent
Transfer Agreement which shall be an
estimate of the aggregate Stated Principal
Balances of the Subsequent Mortgage
Loans identified in such Subsequent
Transfer Agreement.
Subsequent Transfer Date Transfer Amount: With respect to any
Subsequent Transfer Date, an amount equal
to the lesser of (i) the aggregate
Stated Principal Balances as of the related
Subsequent Cut-off Dates of the
Subsequent Mortgage Loans conveyed on such
Subsequent Transfer Date, as listed
on the related Loan Number and Borrower
Identification Mortgage Loan Schedule
delivered pursuant to Section 2.01(f) and
(ii) the amount on deposit in the
Pre-Funding Account.
Subservicer: As defined in Section 3.02(a).
Subservicing Agreement: As defined in Section 3.02(a).
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Substitution Adjustment Amount: The meaning ascribed to such
term
pursuant to Section 2.03(e).
Substitution Amount: With respect to any Mortgage Loan
substituted
pursuant to Section 2.03(e), the excess of
(x) the principal balance of the
Mortgage Loan that is substituted for, over
(y) the principal balance of the
related substitute Mortgage Loan, each
balance being determined as of the date
of substitution.
Tax Matters Person: The person designated as "tax matters
person"
in the manner provided under Treasury
regulation ss. 1.860F-4(d) and Treasury
regulation ss. 301.6231(a)(7)-1. Initially,
this person shall be the Trustee.
Tax Matters Person Certificate: With respect to the Master
REMIC,
REMIC 1 and REMIC 2, the Class A-R
Certificate with a Denomination of $0.05
and in the form of Exhibit E hereto.
Terminator: As defined in Section 9.01.
Three-Year Hybrid Mortgage Loan: A Mortgage Loan having a
Mortgage
Rate that is fixed for 36 months after
origination thereof before such
Mortgage Rate becomes subject to
adjustment.
Transfer: Any direct or indirect transfer or sale of any
Ownership
Interest in a Certificate.
Transfer Affidavit: As defined in Section 5.02(c).
Transferor Certificate: As defined in Section 5.02(b).
Trigger Event: With respect to any Distribution Date on or
after
the Stepdown Date, either a Delinquency
Trigger Event with respect to that
Distribution Date or a Cumulative Loss
Trigger Event with respect to that
Distribution Date.
Trust Fund: The corpus of the trust created hereunder
consisting
of (i) the Mortgage Loans and all interest
and principal received on or with
respect thereto after the Cut-off Date to
the extent not applied in computing
the Cut-off Date Principal Balance thereof,
exclusive of interest not required
to be deposited in the Certificate Account
pursuant to Section 3.05(b)(2);
(ii) the Certificate Account, the
Distribution Account, the Principal Reserve
Fund, the Carryover Reserve Fund, the
Credit Comeback Excess Account, the
Pre-Funding Account and all amounts
deposited therein pursuant to the
applicable provisions of this Agreement;
(iii) the rights to receive certain
proceeds of the Corridor Contracts as
provided in the Corridor Contract
Administration Agreement, (iv) property
that secured a Mortgage Loan and has
been acquired by foreclosure, deed in lieu
of foreclosure or otherwise; (v)
the mortgagee's rights under the Insurance
Policies with respect to the
Mortgage Loan; (vi) the rights of the
Trustee for the benefit of the Class
2-A-3 Certificateholders under the Class
2-A-3 Policy; and (vii) all proceeds
of the conversion, voluntary or
involuntary, of any of the foregoing into cash
or other liquid property.
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Trustee: The Bank of New York, a New York banking corporation,
not
in its individual capacity, but solely in
its capacity as trustee for the
benefit of the Certificateholders under
this Agreement, and any successor
thereto, and any corporation or national
banking association resulting from or
surviving any consolidation or merger to
which it or its successors may be a
party and any successor trustee as may from
time to time be serving as
successor trustee hereunder.
Trustee Advance Notice: As defined in Section 4.01(d).
Trustee Advance Rate: With respect to any Advance made by the
Trustee pursuant to Section 4.01(d), a per
annum rate of interest determined
as of the date of such Advance equal to the
Prime Rate in effect on such date
plus 5.00%.
Trustee Fee: As to any Distribution Date, an amount equal to
one-twelfth of the Trustee Fee Rate
multiplied by the sum of (i) the Pool
Stated Principal Balance and (ii) any
amounts remaining in the Pre-Funding
Account (excluding any investment earnings
thereon) with respect to such
Distribution Date.
Trustee Fee Rate: With respect to each Mortgage Loan, the per
annum rate agreed upon in writing on or
prior to the Closing Date by the
Trustee and the Depositor, which is 0.009%
per annum.
Two-Year Hybrid Mortgage Loan: A Mortgage Loan having a
Mortgage
Rate that is fixed for 24 months after
origination thereof before such
Mortgage Rate becomes subject to
adjustment.
Underwriter's Exemption: Prohibited Transaction Exemption
2002-41,
67 Fed. Reg. 54487 (2002), as amended (or
any successor thereto), or any
substantially similar administrative
exemption granted by the U.S. Department
of Labor.
Underwriters: Countrywide Securities Corporation, Deutsche Bank
Securities Inc. and Greenwich Capital
Markets, Inc.
Unpaid Realized Loss Amount: For any Class of Subordinate
Certificates and any Distribution Date, (x)
the portion of the aggregate
Applied Realized Loss Amount previously
allocated to that Class remaining
unpaid from prior Distribution Dates minus
(y) any increase in the Certificate
Principal Balance of that Class due to the
allocation of Subsequent Recoveries
to the Certificate Principal Balance of
that Class pursuant to Section
4.04(h).
Voting Rights: The voting rights of all the Certificates that
are
allocated to any Certificates for purposes
of the voting provisions hereunder.
Voting Rights allocated to each Class of
Certificates shall be allocated 97%
to the Certificates other than the Class
A-R, Class C and Class P Certificates
(with the allocation among the Certificates
to be in proportion to the
Certificate Principal Balance of each Class
relative to the Certificate
Principal Balance of all other such
Classes), and 1% to each of the Class A-R,
Class C and Class P Certificates. Voting
Rights will be allocated among the
Certificates of each such Class in
accordance with their respective Percentage
Interests. Notwithstanding any of the
foregoing, on any date on which any
Class 2-A-3 Certificates are outstanding or
any amounts are owed the Class
2-A-3 Insurer under
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<PAGE>
this Agreement, unless a Class 2-A-3
Insurer Default shall have occurred and
be continuing, the Class 2-A-3 Insurer will
be entitled to exercise the Voting
Rights of the Class 2-A-3
Certificateholders, without the consent of the Class
2-A-3 Certificateholders, and the Class
2-A-3 Certificateholders may exercise
such rights only with the prior written
consent of the Class 2-A-3 Insurer.
Section 1.02 Certain Interpretive Provisions.
All terms defined in this Agreement shall have the defined
meanings when used in any certificate,
agreement or other document delivered
pursuant hereto unless otherwise defined
therein. For purposes of this
Agreement and all such certificates and
other documents, unless the context
otherwise requires: (a) accounting terms
not otherwise defined in this
Agreement, and accounting terms partly
defined in this Agreement to the extent
not defined, shall have the respective
meanings given to them under generally
accepted accounting principles; (b) the
words "hereof," "herein" and
"hereunder" and words of similar import
refer to this Agreement (or the
certificate, agreement or other document in
which they are used) as a whole
and not to any particular provision of this
Agreement (or such certificate,
agreement or document); (c) references to
any Section, Schedule or Exhibit are
references to Sections, Schedules and
Exhibits in or to this Agreement, and
references to any paragraph, subsection,
clause or other subdivision within
any Section or definition refer to such
paragraph, subsection, clause or other
subdivision of such Section or definition;
(d) the term "including" means
"including without limitation"; (e)
references to any law or regulation refer
to that law or regulation as amended from
time to time and include any
successor law or regulation; (f) references
to any agreement refer to that
agreement as amended from time to time; and
(g) references to any Person
include that Person's permitted successors
and assigns.
ARTICLE II.
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage Loans.
(a) Each Seller hereby sells, transfers, assigns, sets over and
otherwise conveys to the Depositor, without
recourse, all the right, title and
interest of such Seller in and to the
applicable Initial Mortgage Loans,
including all interest and principal
received and receivable by such Seller on
or with respect to applicable Initial
Mortgage Loans after the Initial Cut-off
Date (to the extent not applied in
computing the Cut-off Date Principal
Balance thereof) or deposited into the
Certificate Account by the Master
Servicer on behalf of such Seller as part
of the Initial Certificate Account
Deposit as provided in this Agreement,
other than principal due on the
applicable Initial Mortgage Loans on or
prior to the Initial Cut-off Date and
interest accruing prior to the Initial
Cut-off Date. The Master Servicer
confirms that, on behalf of the Sellers,
concurrently with the transfer and
assignment, it has deposited into the
Certificate Account the Initial
Certificate Account Deposit.
Immediately upon the conveyance of the Initial Mortgage Loans
referred to in the preceding paragraph, the
Depositor (i) sells, transfers,
assigns, sets over and otherwise conveys to
the Trustee for benefit of the
Certificateholders and the Class 2-A-3
Insurer, without recourse,
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<PAGE>
all right title and interest in the Initial
Mortgage Loans and (ii) causes the
Class 2-A-3 Insurer to deliver the Class
2-A-3 Policy to the Trustee.
CHL further agrees (x) to cause The Bank of New York to enter
into
the Corridor Contract Administration
Agreement as Corridor Contract
Administrator and (y) to assign all of its
right, title and interest in and to
the interest rate corridor transaction
evidenced by each Confirmation, and to
cause all of its obligations in respect of
such transaction to be assumed by,
the Corridor Contract Administrator, on the
terms and conditions set forth in
the Corridor Contract Assignment
Agreement.
(b) Subject to the execution and delivery of the related
Subsequent Transfer Agreement as provided
by Section 2.01(d) and the terms and
conditions of this Agreement, each Seller
sells, transfers, assigns, sets over
and otherwise conveys to the Depositor,
without recourse, on each Subsequent
Transfer Date, all the right, title and
interest of such Seller in and to the
related Subsequent Mortgage Loans,
including all interest and principal
received and receivable by such Seller on
or with respect to such Subsequent
Mortgage Loans after the related Subsequent
Cut-off Date (to the extent not
applied in computing the Cut-off Date
Principal Balance thereof) or deposited
into the Certificate Account by the Master
Servicer on behalf of such Seller
as part of any related Subsequent
Certificate Account Deposit as provided in
this Agreement, other than principal due on
such Subsequent Mortgage Loans on
or prior to the related Subsequent Cut-off
Date and interest accruing prior to
the related Subsequent Cut-off Date.
Immediately upon the conveyance of the Subsequent Mortgage
Loans
referred to in the preceding paragraph, the
Depositor sells, transfers,
assigns, sets over and otherwise conveys to
the Trustee for benefit of the
Certificateholders and the Class 2-A-3
Insurer, without recourse, all right
title and interest in the Subsequent
Mortgage Loans.
(c) Each Seller has entered into this Agreement in
consideration
for the purchase of the Mortgage Loans by
the Depositor and has agreed to take
the actions specified herein. The
Depositor, concurrently with the execution
and delivery of this Agreement, hereby
sells, transfers, assigns and otherwise
conveys to the Trustee for the use and
benefit of the Certificateholders,
without recourse, all right title and
interest in the portion of the Trust
Fund not otherwise conveyed to the Trustee
pursuant to Section 2.01(a) or (b).
(d) On any Business Day during the Funding Period designated by
CHL to the Trustee, the Sellers, the
Depositor and the Trustee shall complete,
execute and deliver a Subsequent Transfer
Agreement. After the execution and
delivery of such Subsequent Transfer
Agreement, on the Subsequent Transfer
Date, the Trustee shall set aside in the
Pre-Funding Account an amount equal
to the related Subsequent Transfer Date
Purchase Amount.
(e) The transfer of Subsequent Mortgage Loans on the Subsequent
Transfer Date is subject to the
satisfaction of each of the following
conditions:
(1) the Trustee and the Underwriters will be provided
Opinions
of Counsel addressed to the Rating Agencies as with respect to
the sale
of the Subsequent Mortgage Loans conveyed on such Subsequent
Transfer
Date (such opinions being
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<PAGE>
substantially similar to the opinions delivered on the Closing Date
to
the Rating
Agencies with respect to the sale of the Initial Mortgage
Loans on
the Closing Date), to be delivered as provided in Section
2.01(f);
(2) the execution and delivery of such Subsequent Transfer
Agreement
or conveyance of the related Subsequent Mortgage Loans does
not result
in a reduction or withdrawal of any ratings assigned to the
Certificates by the Rating Agencies (without regard to the Class
2-A-3
Policy, in
the case of the Class 2-A-3 Certificates);
(3) the Depositor shall deliver to the Trustee an Officer's
Certificate confirming the satisfaction of each of the conditions
set
forth in
this Section 2.01(e) required to be satisfied by such
Subsequent
Transfer Date;
(4) each Subsequent Mortgage Loan conveyed on such
Subsequent
Transfer Date satisfies the representations and warranties
applicable
to it under this Agreement, provided, however, that with
respect to
a breach of a representation and warranty with respect to a
Subsequent
Mortgage Loan set forth in this clause (4), the obligation
under
Section 2.03(e) of this Agreement of the applicable Seller, to
cure,
repurchase or replace such Subsequent Mortgage Loan shall
constitute
the sole remedy against such Seller respecting such breach
available
to Certificateholders, the Depositor or the Trustee;
(5) the Subsequent Mortgage Loans conveyed on such
Subsequent
Transfer Date were selected in a manner reasonably believed
not to be
adverse to the interests of the Certificateholders;
(6) no Subsequent Mortgage Loan conveyed on such Subsequent
Transfer
Date was 30 or more days delinquent;
(7) following the conveyance of the Subsequent Mortgage
Loans on
such Subsequent Transfer Date, the characteristics of each Loan
Group will
not vary by more than the amount specified below (other than
the
percentage of Mortgage Loans secured by Mortgaged Properties
located
in the
State of California, which will not exceed 50% of the Mortgage
Pool and
the percentage of mortgage loans in the Credit Grade Categories
of "C" or
below, which will not exceed 10% of the Mortgage Loans in each
Loan
Group) from the characteristics listed below; provided that for
the
purpose of
making such calculations, the characteristics for any Initial
Mortgage
Loan made will be taken as of the Initial Cut-off Date and the
characteristics for any Subsequent Mortgage Loans will be taken as
of
the
Subsequent Cut-off Date;
Loan Group 1
Permitted
Variance or
Characteristic
Value
Range
----------------------------------------------- ------------ --------------
Average Stated Principal
Balance............... $187,831
10%
Weighted Average Mortgage
Rate................. 6.787%
0.10%
Weighted Average Original Loan-to-Value
Ratio.. 76.70%
3%
Weighted Average Remaining Term to
Maturity.... 352
months
3 months
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<PAGE>
Weighted Average Credit Bureau Risk
Score...... 629
points
5 points
Loan Group 2
Permitted
Variance or
Characteristic
Value
Range
----------------------------------------------- ------------ --------------
Average Stated Principal
Balance............
$178,890
10%
Weighted Average Mortgage
Rate..............
7.388%
0.10%
Weighted Average Original Loan-to-Value
Ratio
83.13%
3%
Weighted Average Remaining Term to
Maturity. 359 months
3 months
Weighted Average Credit Bureau Risk
Score... 599 points
5 points
Loan Group 3
Permitted
Variance or
Characteristic
Value
Range
----------------------------------------------- ------------ --------------
Average Stated Principal
Balance............
$173,362
10%
Weighted Average Mortgage
Rate..............
7.267%
0.10%
Weighted Average Original Loan-to-Value
Ratio
83.36%
3%
Weighted Average Remaining Term to
Maturity. 357 months
3 months
Weighted Average Credit Bureau Risk
Score... 602 points
5 points
Loan Group 4
Permitted
Variance or
Characteristic
Value
Range
----------------------------------------------- ------------ --------------
Average Stated Principal
Balance............
$368,285
10%
Weighted Average Mortgage
Rate..............
6.959%
0.10%
Weighted Average Original Loan-to-Value
Ratio
85.26%
3%
Weighted Average Remaining Term to
Maturity. 357 months
3 months
Weighted Average Credit Bureau Risk
Score... 609 points
5 points
(8) none of the Sellers or the Depositor is insolvent and
neither of
the Sellers nor the Depositor will be rendered insolvent by
the
conveyance of Subsequent Mortgage Loans on such Subsequent
Transfer
Date;
and
(9) the Trustee and the Underwriters will be provided with
an Opinion
of Counsel, which Opinion of Counsel shall not be at the
expense of
either the Trustee or the Trust Fund, addressed to the
Trustee,
to the effect that such purchase of Subsequent Mortgage Loans
will not (i) result in the
imposition of the tax on "prohibited
transactions" on the Trust Fund or contributions after the Startup
Date,
as defined
in Sections 860F(a)(2) and 860G(d) of the Code, respectively
or (ii)
cause any REMIC
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<PAGE>
formed
hereunder to fail to qualify as a REMIC, such opinion to be
delivered
as provided in Section 2.01(f).
The Trustee shall not be required to investigate or otherwise
verify compliance with these conditions,
except for its own receipt of
documents specified above, and shall be
entitled to rely on the required
Officer's Certificate.
(f) Within six Business Days after each Subsequent Transfer
Date,
upon (1) delivery to the Trustee by the
Depositor of the Opinions of Counsel
referred to in Section 2.01(e)(1) and
(e)(9), (2) delivery to the Trustee by
CHL (on behalf of each Seller) of a Loan
Number and Borrower Identification
Mortgage Loan Schedule reflecting the
Subsequent Mortgage Loans conveyed on
such Subsequent Transfer Date and the Loan
Group into which each Subsequent
Mortgage Loan was conveyed, (3) deposit in
the Certificate Account by the
Master Servicer on behalf of the Sellers of
the applicable Subsequent
Certificate Account Deposit, and (4)
delivery to the Trustee by the Depositor
of an Officer's Certificate confirming the
satisfaction of each of the
conditions precedent set forth in this
Section 2.01(f), the Trustee shall pay
the applicable Seller the Subsequent
Transfer Date Transfer Amount from such
funds that were set aside in the
Pre-Funding Account pursuant to Section
2.01(d). The positive difference, if any,
between the Subsequent Transfer Date
Transfer Amount and the Subsequent Transfer
Date Purchase Amount shall be
re-invested by the Trustee in the
Pre-Funding Account.
The Trustee shall not be required to investigate or otherwise
verify compliance with the conditions set
forth in the preceding paragraph,
except for its own receipt of documents
specified above, and shall be entitled
to rely on the required Officer's
Certificate.
Within thirty days after each Subsequent Transfer Date, the
Depositor shall deliver to the Trustee a
letter of a nationally recognized
firm of independent public accountants
stating whether or not the Subsequent
Mortgage Loans conveyed on such Subsequent
Transfer Date conform to the
characteristics described in Section
2.01(e)(6) and (7).
(g) In connection with the transfer and assignment of each
Mortgage Loan, the Depositor has delivered
to, and deposited with, the Trustee
(or, in the case of the Delay Delivery
Mortgage Loans, will deliver to, and
deposit with, the Trustee within the time
periods specified in the definition
of Delay Delivery Mortgage Loans) (except
as provided in clause (vi) below)
for the benefit of the Certificateholders,
the following documents or
instruments with respect to each such
Mortgage Loan so assigned (with respect
to each Mortgage Loan, clause (i) through
(vi) below, together, the "Mortgage
File" for each such Mortgage Loan):
(i) the original Mortgage Note, endorsed by manual or
facsimile signature in blank in the following form: "Pay to the
order of ________________ without recourse", with all
intervening
endorsements that show a complete chain of endorsement from the
originator to the Person endorsing the Mortgage Note (each such
endorsement being sufficient to transfer all right, title and
interest of the party so endorsing, as noteholder or assignee
thereof, in and to that Mortgage Note), or, if the original
Mortgage Note has been lost or destroyed and not replaced, an
original lost note affidavit, stating that the original
Mortgage
Note was lost or destroyed, together with a copy of the related
Mortgage Note;
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<PAGE>
(ii) in the case of each Mortgage Loan that is not a MERS
Mortgage Loan, the original recorded Mortgage, and in the case
of
each MERS Mortgage Loan, the original Mortgage, noting the
presence of the MIN of the Mortgage Loan and language
indicating
that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a
MOM
Loan, with evidence of recording indicated thereon, or a copy
of
the Mortgage certified by the public recording office in which
such Mortgage has been recorded;
(iii) in the case of each Mortgage Loan that is not a MERS
Mortgage Loan, a duly executed assignment of the Mortgage to
"Asset-Backed Certificates, Series 2005-12, CWABS, Inc., by The
Bank of New York, a New York banking corporation, as trustee
under
the Pooling and Servicing Agreement dated as of September 1,
2005,
without recourse" (each such assignment, when duly and validly
completed, to be in recordable form and sufficient to effect
the
assignment of and transfer to the assignee thereof, under the
Mortgage to which such assignment relates);
(iv) the original recorded assignment or assignments of the
Mortgage together with all interim recorded assignments of such
Mortgage (noting the presence of a MIN in the case of each MERS
Mortgage Loan);
(v) the original or copies of each assumption, modification,
written assurance or
substitution agreement, if any; and
&nb
