Exhibit 4.1
EXECUTION VERSION
==============================================================================
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 2005-10
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Table of Contents
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Page
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ARTICLE I. DEFINITIONS
13
Section 1.01 Defined
Terms..................................................................................13
Section 1.02 Certain
Interpretive
Provisions................................................................61
ARTICLE II. CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
61
Section 2.01 Conveyance
of Mortgage
Loans...................................................................61
Section 2.02 Acceptance
by Trustee of the Mortgage
Loans....................................................68
Section 2.03
Representations, Warranties and Covenants of the Master Servicer
and the Sellers...............74
Section 2.04
Representations and Warranties of the
Depositor................................................92
Section 2.05 Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases................94
Section 2.06
Authentication and Delivery of
Certificates....................................................95
Section 2.07 Covenants
of the Master
Servicer...............................................................95
ARTICLE III. ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
95
Section 3.01 Master
Servicer to Service Mortgage
Loans......................................................95
Section 3.02
Subservicing; Enforcement of the Obligations of Master
Servicer................................97
Section 3.03 Rights of
the Depositor, the Sellers, the Certificateholders, the NIM Insurer
and the
Trustee in Respect of the Master
Servicer......................................................98
Section 3.04 Trustee to
Act as Master
Servicer..............................................................98
Section 3.05 Collection
of Mortgage Loan Payments; Certificate Account; Distribution
Account;
Pre-Funding Account; Seller Shortfall Interest
Requirement.....................................99
Section 3.06 Collection
of Taxes, Assessments and Similar Items; Escrow
Accounts...........................102
Section 3.07 Access to
Certain Documentation and Information Regarding the Mortgage
Loans..................103
Section 3.08 Permitted
Withdrawals from the Certificate Account, Distribution Account,
Carryover
Reserve Fund and the Principal Reserve
Fund...................................................103
Section 3.09
[Reserved]....................................................................................106
Section 3.10
Maintenance of Hazard
Insurance...............................................................106
Section 3.11
Enforcement of Due-On-Sale Clauses; Assumption
Agreements.....................................107
Section 3.12
Realization Upon Defaulted Mortgage Loans; Determination of Excess
Proceeds and
Realized Losses; Repurchase of Certain Mortgage
Loans.........................................108
Section 3.13 Trustee to
Cooperate; Release of Mortgage
Files...............................................112
Section 3.14 Documents,
Records and Funds in Possession of Master Servicer to be Held for
the
Trustee.......................................................................................113
Section 3.15 Servicing
Compensation........................................................................113
Section 3.16 Access to
Certain
Documentation...............................................................114
Section 3.17 Annual
Statement as to
Compliance.............................................................114
i
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Section 3.18 Annual
Independent Public Accountants' Servicing Statement; Financial
Statements..............114
Section 3.19 The
Corridor
Contracts........................................................................115
Section 3.20 Prepayment
Charges............................................................................115
ARTICLE IV. DISTRIBUTIONS AND ADVANCES BY
THE MASTER SERVICER
117
Section 4.01 Advances;
Remittance
Reports..................................................................117
Section 4.02 Reduction
of Servicing Compensation in Connection with Prepayment Interest
Shortfalls.........118
Section 4.03
[Reserved]....................................................................................118
Section 4.04
Distributions.................................................................................119
Section 4.05 Monthly
Statements to
Certificateholders......................................................128
Section 4.06
[Reserved]....................................................................................131
Section 4.07 Carryover
Reserve
Fund........................................................................131
Section 4.08 Credit
Comeback Excess
Account................................................................132
ARTICLE V. THE CERTIFICATES
133
Section 5.01 The
Certificates..............................................................................133
Section 5.02
Certificate Register; Registration of Transfer and Exchange of
Certificates...................135
Section 5.03 Mutilated,
Destroyed, Lost or Stolen
Certificates.............................................139
Section 5.04 Persons
Deemed
Owners.........................................................................139
Section 5.05 Access to
List of Certificateholders' Names and
Addresses.....................................139
Section 5.06 Book-Entry
Certificates.......................................................................140
Section 5.07 Notices to
Depository.........................................................................141
Section 5.08 Definitive
Certificates.......................................................................141
Section 5.09
Maintenance of Office or
Agency...............................................................141
ARTICLE VI. THE DEPOSITOR, THE MASTER
SERVICER AND THE SELLERS
142
Section 6.01 Respective
Liabilities of the Depositor, the Master Servicer and the
Sellers..................142
Section 6.02 Merger or
Consolidation of the Depositor, the Master Servicer or the
Sellers..................142
Section 6.03 Limitation
on Liability of the Depositor, the Sellers, the Master Servicer,
the NIM
Insurer and
Others............................................................................142
Section 6.04 Limitation
on Resignation of Master
Servicer..................................................143
Section 6.05 Errors and
Omissions Insurance; Fidelity
Bonds................................................143
ARTICLE VII. DEFAULT; TERMINATION OF MASTER
SERVICER
144
Section 7.01 Events of
Default.............................................................................144
Section 7.02 Trustee to
Act; Appointment of
Successor......................................................146
Section 7.03
Notification to
Certificateholders............................................................147
ii
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ARTICLE VIII. CONCERNING THE TRUSTEE
147
Section 8.01 Duties of
Trustee.............................................................................147
Section 8.02 Certain
Matters Affecting the
Trustee.........................................................149
Section 8.03 Trustee
Not Liable for Mortgage
Loans.........................................................150
Section 8.04 Trustee May Own
Certificates..................................................................150
Section 8.05 Master
Servicer to Pay Trustee's Fees and
Expenses............................................150
Section 8.06
Eligibility Requirements for
Trustee..........................................................151
Section 8.07
Resignation and Removal of
Trustee............................................................151
Section 8.08 Successor
Trustee.............................................................................152
Section 8.09 Merger or
Consolidation of
Trustee............................................................153
Section 8.10
Appointment of Co-Trustee or Separate
Trustee.................................................153
Section 8.11 Tax
Matters...................................................................................154
Section 8.12
[RESERVED]....................................................................................157
Section 8.13 Access to
Records of the
Trustee..............................................................157
Section 8.14 Suits for
Enforcement.........................................................................157
ARTICLE IX. TERMINATION
157
Section 9.01
Termination upon Liquidation or Repurchase of all Mortgage
Loans..............................157
Section 9.02 Final
Distribution on the
Certificates........................................................158
Section 9.03 Additional
Termination
Requirements...........................................................159
ARTICLE X. MISCELLANEOUS PROVISIONS
160
Section 10.01
Amendment.....................................................................................160
Section 10.02 Recordation of
Agreement;
Counterparts........................................................162
Section 10.03 Governing
Law.................................................................................162
Section 10.04 Intention of
Parties..........................................................................163
Section 10.05
Notices.......................................................................................163
Section 10.06 Severability of
Provisions....................................................................164
Section 10.07
Assignment....................................................................................164
Section 10.08 Limitation on
Rights of
Certificateholders....................................................165
Section 10.09 Inspection and
Audit
Rights...................................................................165
Section 10.10 Certificates
Nonassessable and Fully
Paid.....................................................166
Section 10.11 Rights of NIM
Insurer.........................................................................166
</TABLE>
Exhibits
--------
EXHIBIT A
Forms of Certificates
EXHIBIT A-1
Form
of Class AF-1 Certificate
EXHIBIT A-2
Form
of Class AF-2 Certificate
EXHIBIT A-3
Form
of Class AF-3 Certificate
EXHIBIT A-4
Form
of Class AF-4 Certificate
EXHIBIT A-5
Form
of Class AF-5 Certificate
EXHIBIT A-6
Form
of Class AF-6 Certificate
EXHIBIT A-7
Form
of Class MF-1 Certificate
iii
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EXHIBIT A-8
Form
of Class MF-2 Certificate
EXHIBIT A-9
Form
of Class MF-3 Certificate
EXHIBIT A-10
Form of
Class MF-4 Certificate
EXHIBIT A-11
Form of
Class MF-5 Certificate
EXHIBIT A-12
Form of
Class MF-6 Certificate
EXHIBIT A-13
Form of
Class MF-7 Certificate
EXHIBIT A-14
Form of
Class MF-8 Certificate
EXHIBIT A-16
Form of
Class BF Certificate
EXHIBIT A-17
Form of
Class 2-AV-1 Certificate
EXHIBIT A-18
Form of
Class 3-AV-1 Certificate
EXHIBIT A-19
Form of
Class 3-AV-2 Certificate
EXHIBIT A-20
Form of
Class 3-AV-3 Certificate
EXHIBIT A-21
Form of
Class MV-1 Certificate
EXHIBIT A-22
Form of
Class MV-2 Certificate
EXHIBIT A-23
Form of
Class MV-3 Certificate
EXHIBIT A-24
Form of
Class MV-4 Certificate
EXHIBIT A-25
Form of
Class MV-5 Certificate
EXHIBIT A-26
Form of
Class MV-6 Certificate
EXHIBIT A-27 Form of
Class MV-7 Certificate
EXHIBIT A-28
Form of
Class MV-8 Certificate
EXHIBIT A-29
Form of
Class MV-9 Certificate
EXHIBIT A-30
Form of
Class MV-10 Certificate
EXHIBIT A-31
Form of
Class BV Certificate
EXHIBIT B
Forms of Class P Certificate
EXHIBIT B-1
Form
of Class PF Certificate
EXHIBIT B-2
Form
of Class PV Certificate
EXHIBIT C
Forms of Class C Certificate
EXHIBIT C-1
Form
of Class CF Certificate
EXHIBIT C-2
Form
of Class CV Certificate
EXHIBIT D
Form of Class A-R Certificate
EXHIBIT E
Form of Tax Matters Person Certificate (Class A-R)
EXHIBIT F
Mortgage Loan Schedule
EXHIBIT F-1
List of
Mortgage Loans
EXHIBIT F-2
Mortgage Loans for which All or a
Portion of a Related Mortgage File is
not Delivered to the Trustee on or
prior to the Closing Date
EXHIBIT G
Forms of Certification of Trustee
EXHIBIT G-1
Form
of Initial Certification of Trustee
(Initial Mortgage Loans)
EXHIBIT G-2
Form
of Interim Certification of Trustee
EXHIBIT G-3
Form
of Delay Delivery Certification
EXHIBIT G-4
Form
of Initial Certification of Trustee
(Subsequent Mortgage Loans)
EXHIBIT H
Form of Final Certification of Trustee
EXHIBIT I
Transfer Affidavit for Class A-R Certificates
EXHIBIT J-1
Form of Transferor Certificate for Class A-R Certificates
EXHIBIT J-2
Form of Transferor Certificate for Private Certificates
iv
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EXHIBIT K
Form of Investment Letter (Non-Rule 144A)
EXHIBIT L
Form of Rule 144A Letter
EXHIBIT M
Form of Request for Document Release
EXHIBIT N
Form of Request for File Release
EXHIBIT O
Copy of Depository Agreement
EXHIBIT P
Form of Subsequent Transfer Agreement
EXHIBIT Q
Form of Corridor Contracts
EXHIBIT Q-1
Form
of Class AF-1 Corridor Contract
EXHIBIT Q-2
Form
of Class 2-AV-1 Corridor Contract
EXHIBIT Q-3
Form
of Class 3-AV Corridor Contract
EXHIBIT Q-4
Form
of Adjustable Rate Subordinate Corridor Contract
EXHIBIT R
[Reserved]
EXHIBIT S-1
Form of Corridor Contract Assignment Agreement
EXHIBIT S-2
Form of Corridor Contract Administration Agreement
EXHIBIT T
Officer's Certificate with respect to Prepayments
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. 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-through rates and Corresponding Loan
Groups as set forth below.
<PAGE>
Initial
Pass-Through
Corresponding
REMIC 1 Interests
Balance
Rate Loan
Group(s)
--------------------------------
------------ ------------- ----------------
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-XF..........................
(3)
(7)
1
R-1-XV..........................
(3)
(7)
2 and 3
R-1-PF..........................
$100
(8)
N/A
R-1-PV..........................
$100
(9)
N/A
R-1-R...........................
(4)
(4)
N/A
---------------
(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
2
<PAGE>
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-PF
Interest is entitled to all Prepayment Charges collected
with respect to the Mortgage Loans in Loan Group 1. It pays no
interest.
(9) The R-1-PV
Interest is entitled to all Prepayment Charges collected
with respect to the Mortgage Loans in Loan Group 2 and Loan Group
3.
It pays no interest.
On each Distribution Date, the Interest Funds and the Principal
Distribution Amount of the Corresponding
Loan Groups shall be distributed with
respect to the REMIC 1 Interests in the
following manner:
(1) Interest. Interest is to be distributed with respect to
each
REMIC 1 Interest at the rate, or according
to the formulas, described above.
(2) Principal. For any Distribution Date (and the related
Accrual
Period) through the Distribution Date in
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,
(1) Loan Group 1 and the REMIC 2
Interests that correspond to Loan Group 1
are referred to, from time to time,
as the "Fixed Loan Group" and the "Fixed
Interests," respectively, and (2)
Loan Group 2 and Loan Group 3 and the REMIC
2 Interests corresponding to Loan
Group 2 and Loan Group 3 are referrred to,
from time to time, as the "Variable
Loan Groups" and the "Variable Interests,"
respectively.
Initial
Pass-Through
Corresponding
REMIC 2 Interests
Balance Rate
Loan Group
---------------------------------------
--------- -------------- ---------------
R-2-F .............................
(1)
(2)
1
R-2-A-2 (0.9% of SCB Group 2)......
(3)
(4)
2
R-2-B-2 (0.1% of SCB Group 2)......
(3)
(4)
2
R-2-C-2 (0.9% of ASCB Group 2).....
(3)
(4)
2
R-2-D-2 (0.1% of ASCB Group 2).....
(3)
(4)
2
R-2-E-2 (Excess of Group 2)........
(3)
(4)
2
R-2-A-3 (0.9% of SCB Group 3)......
(3)
(5)
3
R-2-B-3 (0.1% of SCB Group 3)......
(3)
(5)
3
3
<PAGE>
Initial
Pass-Through
Corresponding
REMIC 2 Interests
Balance Rate
Loan Group
---------------------------------------
--------- -------------- ---------------
R-2-C-3 (0.9% of ASCB Group 3).....
(3)
(5)
3
R-2-D-3 (0.1% of ASCB Group 3).....
(3)
(5)
3
R-2-E-3 (Excess of Group 3)........
(3)
(5)
3
R-2-PF.............................
$100
(6)
N/A
R-2-PV.............................
$100
(7)
N/A
R-2-R..............................
(8)
(8)
N/A
R-2-XF.............................
(9)
(10)
N/A
R-2-XV.............................
(9)
(11)
N/A
---------------
(1) The Class
F Interest will have a principal balance equal to the
principal balance of the R-1-1-I and R-1-1-S Interests.
(2) A rate
equal to the weighted average of the pass-through rates of the
R-1-1-I and R-1-1-S Interests (Loan Group 1 Net Rate Cap").
(3) With
respect to the Variable Interests, each REMIC 2 Interest having
an "R-2-A-" designation (each, an "R-2-A Interest") will have a
principal balance initially equal to 0.9% of the Subordinate
Component Balance ("SCB") of its Corresponding Loan Group. Each
REMIC
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
Subordinate
Component Balance ("ASCB") of its Corresponding Loan Group.
Each
REMIC 2 Interest having an "R-2-D-" designation (each, an
"R-2-D
Interest") will have a principal balance initially equal to 0.1%
of
the ASCB of its Corresponding Loan Group. The initial principal
balance of each REMIC 2 Interest having an "R-2-E-" designation
(each, an "R-2-E Interest") will equal the excess of its
Corresponding Loan Group over the initial aggregate principal
balances of the R-2-A, R-2-B, R-2-C and R-2-D Interests
corresponding
to such Loan Group.
(4) A rate
equal to the weighted average of the pass-through rates of the
R-1-2-I and R-1-2-S Interests ("Loan Group 2 Net Rate Cap")..
(5) A rate
equal to the weighted average of the pass-through rates of the
R-1-3-I and R-1-3-S Interests. ("Loan Group 3 Net rate Cap").
(6) The R-2-PF
Interest is entitled to all amounts payable with respect
to the R-1-PF Interest. It pays no interest.
(7) The R-2-PV
Interest is entitled to all amounts payable with respect
to the R-1-PV Interest. It pays no interest.
(8) 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.
4
<PAGE>
(9) This REMIC
2 Interest pays no principal.
(10) This REMIC 2
Interest is entitled to all amounts payable with respect
to the R-1-XF Interest.
(11) This REMIC 2 Interest
is entitled to all amounts payable with respect
to the R-1-XV Interest.
On each Distribution Date, the Interest Funds and the
Principal Distribution Amounts payable with
respect to the REMIC 1 Interests
shall be payable with respect to the REMIC
2 Interests in the following
manner:
(1) Interest. Interest is to be distributed with respect to
each
REMIC 2 Interest at the rate, or according
to the formulas, described above.
(2) Principal. All Principal Distribution Amounts arising with
respect to Loan Group 1 shall be allocated
to the Fixed Interests.
(3) Principal if no Cross-Over Situation Exists. If no
Cross-Over
Situation exists with respect to any
Variable Interest, then the Principal
Distribution Amounts payable with respect
to each Variable Loan Group will be
payable: first to cause the Variable Loan
Group's corresponding R-2-A, R-2-B,
R-2-C and R-2-D Interests to equal,
respectively, 0.9% of the SCB, 0.1% of the
SCB, 0.9% of the ASCB and 0.1% of the ASCB,
of the Corresponding Loan Group,
and then to the corresponding R-2-E
Interest.
(4) Principal if a Cross-Over Situation Exists. If a Cross-Over
Situation exists with respect to the R-2-A
and R-2-B Interests then:
(a) if the Calculation Rate in respect of the outstanding R-2-A
and
R-2-B Interests is less than the Adjustable
Rate Subordinate Net Rate Cap,
Principal Relocation Payments will be made
proportionately to the outstanding
R-2-A Interests prior to any other
principal distributions from each such
Variable Loan Group; and
(b) if the Calculation Rate in respect of the outstanding R-2-A
and
R-2-B Interests is greater than the
Adjustable Rate Subordinate Net Rate Cap,
Principal Relocation Payments will be made
proportionately to the outstanding
R-2-B Interests prior to any other
principal distributions from each such
Variable Loan Group.
In each case, Principal Relocation Payments
will be made so as to cause the
Calculation Rate in respect of the
outstanding R-2-A and R-2-B Interests to
equal the Adjustable Rate Subordinate Net
Rate Cap. With respect to each
Variable Loan Group, if (and to the extent
that) the sum of (a) the principal
payments comprising the Principal
Distribution Amount payable for the related
Distribution Date and (b) the Realized
Losses, are insufficient to make the
necessary reductions of principal on the
R-2-A and R-2-B Interests, then
interest will be added to the Variable Loan
Group's R-2-E Interest.
(c) The outstanding aggregate R-2-A and R-2-B Interests for
both
Variable Loan Groups will not be reduced
below 1 percent of the excess of (i)
the aggregate outstanding Stated
5
<PAGE>
Principal Balances of all Variable Loan
Groups as of the end of any Due Period
over (ii) the Senior Certificates related
to the Variable Loan Groups as of
the related Distribution Date (after taking
into account distributions of
principal on such Distribution Date).
If (and to the extent that) the limitation
in paragraph (c) prevents the
distribution of principal to the R-2-A and
R-2-B Interests of a Variable Loan
Group, and if the Variable Loan Group's
corresponding R-2-E Interest has
already been reduced to zero, then the
excess principal from that Variable
Loan Group will be paid to the R-2-E
Interest of the other Variable Loan
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 Variable Loan Group of
the corresponding R-2-E Interest that
receives such payment has a Group Net
Rate Cap below the Group Net Rate Cap of
the Variable Loan Group making the
payment, then the payment will be treated
by REMIC 2 as a Realized Loss.
Conversely, if the Variable Loan Group of
the R-2-E Interest that receives
such payment has a Group Net Rate Cap above
the Group Net Rate Cap of the
Variable Loan Group making the payment,
then the payment will be treated by
REMIC 2 as a reimbursement for prior
Realized Losses.
If a Cross-Over Situation exists with
respect to the R-2-C and R-2-D Interests
then:
(d) if the Calculation Rate in respect of the outstanding R-2-C
and
R-2-D Interests is less than the Modified
Adjustable Rate Subordinate Net Rate
Cap, Principal Relocation Payments will be
made proportionately to the R-2-C
Interests prior to any other principal
distributions from each such Variable
Loan Group; and
(e) if the Calculation Rate in respect of the outstanding R-2-C
and
R-2-D Interests is greater than the
Modified Adjustable Rate Subordinate Net
Rate Cap, Principal Relocation Payments
will be made proportionately to the
outstanding R-2-D Interests prior to any
other principal distributions from
each such Variable Loan Group.
In each case, Principal Relocation Payments
will be made so as to cause the
Calculation Rate in respect of the
outstanding R-2-C and R-2-D Interests to
equal the Modified Adjustable Rate
Subordinate Net Rate Cap. With respect to
each Variable Loan Group, if (and to the
extent that) the sum of (a) the
principal payments comprising the Principal
Distribution Amount payable for
the related Distribution Date and (b) the
Realized Losses, are insufficient to
make the necessary reductions of principal
on the R-2-C and R-2-D Interests,
then interest will be added to the Variable
Loan Group's R-2-E Interest.
(f) The outstanding aggregate R-2-C and R-2-D Interests for all
Variable Loan Groups will not be reduced
below 1 percent of the excess of (i)
the aggregate outstanding Stated Principal
Balances of all Variable Loan
Groups as of the end of any Due Period over
(ii) the Senior Certificates
related to the Variable Loan Groups as of
the related Distribution Date (after
taking into account distributions of
principal on such Distribution Date).
If (and to the extent that) the limitation
in paragraph (f) prevents the
distribution of principal to the R-2-C and
R-2-D Interests of a Variable Loan
Group, and if the Variable Loan Group's
R-2-E Interest has already been
reduced to zero, then the excess principal
from that Variable Loan Group will
be paid to the R-2-E Interests of the other
Variable Loan Group, the aggregate
R-2-C
6
<PAGE>
and R-2-D Interests of which are less than
one percent of the Adjusted
Subordinate Component Balance. If the
Variable Loan Group of the R-2-E
Interest that receives such payment has a
Group Net Rate Cap below the Group
Net Rate Cap of the Variable Loan Group
making the payment, then the payment
will be treated by REMIC 2 as a Realized
Loss. Conversely, if the Variable
Loan Group of the R-2- E Interest that
receives such payment has a Group Net
Rate Cap above the Group Net Rate Cap of
the Variable Loan Group making the
payment, then the payment will be treated
by REMIC 2 as a reimbursement for
prior Realized Losses.
7
<PAGE>
REMIC 3:
The REMIC 3 Regular Interests will have the
principal balances, pass-through
rates and Corresponding Classes of
Certificates as set forth in the following
table:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Pass-Through
Corresponding Class of
REMIC 3 Interests
Initial Principal Balance
Rate
Certificates
-------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
R-3-AF-1......................
(1)
(2)
AF-1
-------------------------------------------------------------------------------------------------------------------
R-3-AF-2......................
(1)
(2)
AF-2
-------------------------------------------------------------------------------------------------------------------
R-3-AF-3......................
(1)
(2)
AF-3
-------------------------------------------------------------------------------------------------------------------
R-3-AF-4......................
(1)
(2)
AF-4
-------------------------------------------------------------------------------------------------------------------
R-3-AF-5......................
(1)
(2)
AF-5
-------------------------------------------------------------------------------------------------------------------
R-3-AF-6......................
(1)
(2)
AF-6
-------------------------------------------------------------------------------------------------------------------
R-3-MF-1......................
(1)
(2)
MF-1
-------------------------------------------------------------------------------------------------------------------
R-3-MF-2......................
(1)
(2)
MF-2
-------------------------------------------------------------------------------------------------------------------
R-3-MF-3......................
(1)
(2)
MF-3
-------------------------------------------------------------------------------------------------------------------
R-3-MF-4......................
(1)
(2)
MF-4
-------------------------------------------------------------------------------------------------------------------
R-3-MF-5......................
(1)
(2)
MF-5
-------------------------------------------------------------------------------------------------------------------
R-3-MF-6......................
(1)
(2)
MF-6
-------------------------------------------------------------------------------------------------------------------
R-3-MF-7......................
(1)
(2)
MF-7
-------------------------------------------------------------------------------------------------------------------
R-3-MF-8......................
(1)
(2)
MF-8
-------------------------------------------------------------------------------------------------------------------
R-3-BF........................
(1)
(2)
BF
-------------------------------------------------------------------------------------------------------------------
R-3-PF........................
$100
(3)
PF
-------------------------------------------------------------------------------------------------------------------
R-3-F-Accrual.................
(1)
(2)
N/A
-------------------------------------------------------------------------------------------------------------------
R-3-2-AV-1....................
(4)
(5)
2-AV-1
-------------------------------------------------------------------------------------------------------------------
R-3-3-AV-1....................
(4)
(5)
3-AV-1
-------------------------------------------------------------------------------------------------------------------
R-3-3-AV-2....................
(4)
(5)
3-AV-2
-------------------------------------------------------------------------------------------------------------------
R-3-3-AV-3....................
(4)
(5)
3-AV-3
-------------------------------------------------------------------------------------------------------------------
R-3-MV-1......................
(4)
(5)
MV-1
-------------------------------------------------------------------------------------------------------------------
R-3-MV-2......................
(4)
(5)
MV-2
-------------------------------------------------------------------------------------------------------------------
R-3-MV-3......................
(4)
(5)
MV-3
-------------------------------------------------------------------------------------------------------------------
R-3-MV-4......................
(4)
(5)
MV-4
-------------------------------------------------------------------------------------------------------------------
R-3-MV-5......................
(4)
(5)
MV-5
-------------------------------------------------------------------------------------------------------------------
R-3-MV-6......................
(4)
(5)
MV-6
-------------------------------------------------------------------------------------------------------------------
R-3-MV-7......................
(4)
(5)
MV-7
-------------------------------------------------------------------------------------------------------------------
R-3-MV-8......................
(4)
(5)
MV-8
-------------------------------------------------------------------------------------------------------------------
R-3-MV-9......................
(4)
(5)
MV-9
-------------------------------------------------------------------------------------------------------------------
R-3-MV-10.....................
(4)
(5)
MV-10
-------------------------------------------------------------------------------------------------------------------
R-3-BV........................
(4)
(5)
BV
-------------------------------------------------------------------------------------------------------------------
R-3-$100......................
$100
(6)
A-R
-------------------------------------------------------------------------------------------------------------------
R-3-V-Accrual.................
(4)
(5)
N/A
-------------------------------------------------------------------------------------------------------------------
R-3-PV........................
$100
(7)
PV
-------------------------------------------------------------------------------------------------------------------
R-3-R.........................
(8)
(8)
N/A
-------------------------------------------------------------------------------------------------------------------
R-3-XF........................
(9)
(10)
CF
-------------------------------------------------------------------------------------------------------------------
R-3-XV........................
(9)
(11)
CV
-------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
(1) This REMIC 3 Interest has a principal
balance that is initially equal to
50% of its Corresponding Certificate Class
issued by the Master REMIC.
Principal payments, both scheduled and
prepaid, Realized Losses, Subsequent
Recoveries and interest accruing on the
R-3-F-Accrual Interest will be
allocated to this class to maintain its
size relative to its Corresponding
Certificate Class (that is, 50%) with any
excess payments of principal,
Realized Losses and Subsequent Recoveries
being allocated to the R-3-F-Accrual
Interest in such manner as to cause the
principal balance of the R-3-F-Accrual
Interest to have a principal balance equal
to (a) 50% of the Loan Group 1
principal balance plus (b) 50% of the Fixed
Rate Overcollateralized Amount for
such Distribution Date.
(2) The pass-through rate with respect to
any Distribution Date (and the
related Accrual Period) for this REMIC 3
Interest is a per annum rate equal to
the Group 1 Net Rate Cap.
(3) The R-3-PF Interest is entitled to all
amounts collected with respect to
the R-2-PF Interest. It pays no
interest.
(4)This REMIC 3 Interest has a principal
balance that is initially equal to
50% of its Corresponding Certificate Class
issued by the Master REMIC.
Principal payments, both scheduled and
prepaid, Realized Losses, Subsequent
Recoveries and interest accruing on the
R-3-V-Accrual Interest will be
allocated to this class to maintain its
size relative to its Corresponding
Certificate Class (that is, 50%) with any
excess payments of principal,
Realized Losses and Subsequent Recoveries
being allocated to the R-3-V-Accrual
Interest in such manner as to cause the
principal balance of the R-3-V-Accrual
Interest to have a principal balance equal
to (a) 50% of the Loan Group 2 and
Loan Group 3 principal balances plus (b)
50% of the Adjustable Rate
Overcollateralized Amount for such
Distribution Date.
(5) The pass-through rate with respect to
any Distribution Date (and the
related Accrual Period) for this REMIC 3
Interest is a per annum rate equal to
the weighted average of the Group 2 Net
rate Cap and the Group 3 Net Rate Cap
("Blended Net Rate Cap").
(6) This REMIC 3 Interest pays no
interest.
(7) The R-3-PV Interest is entitled to all
amounts collected with respect to
the R-2-PV Interest. It pays no
interest.
(8) 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...
(9) This REMIC 3 Interest pays no
principal.
(10) This REMIC 3 Interest is entitled to
all amounts payable with respect to
the R-2-XF Interest.
(11) This REMIC 3 Interest is entitled to
all amounts payable with respect to
the R-2-XV Interest.
9
<PAGE>
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 as described
above.
10
<PAGE>
The following table specifies the class designation,
interest rate, and principal amount for
each class of Master REMIC Interest:
Original Certificate
Pass-Through
Class
Principal Balance
Rate
--------------------------
------------------------ -------------------------
Class AF-1................
$81,794,000
(1)
Class AF-2................
$15,915,000
(1)
Class AF-3................
$50,357,000
(1)
Class AF-4................
$14,691,000
(1)
Class AF-5................
$21,744,000
(1)
Class AF-6................
$25,000,000
(1)
Class MF-1................
$7,250,000
(1)
Class MF-2................
$6,625,000
(1)
Class MF-3................
$4,125,000
(1)
Class MF-4................
$3,625,000
(1)
Class MF-5................
$3,250,000
(1)
Class MF-6................
$3,125,000
(1)
Class MF-7................
$2,750,000
(1)
Class MF-8................
$2,375,000
(1)
Class BF..................
$2,500,000
(1)
Class 2-AV-1..............
$273,131,000
(1)
Class 3-AV-1..............
$43,518,000
(1)
Class 3-AV-2..............
$37,822,000
(1)
Class 3-AV-3..............
$3,529,000
(1)
Class MV-1................
$26,750,000
(1)
Class MV-2................
$26,250,000
(1)
Class MV-3................
$9,000,000
(1)
Class MV-4................
$10,500,000
(1)
Class MV-5................
$9,500,000
(1)
Class MV-6................
$6,250,000
(1)
Class MV-7................
$8,500,000
(1)
Class MV-8................
$6,000,000
(1)
Class MV-9................
$7,750,000
(1)
Class MV-10...............
$8,250,000
(1)
Class BV..................
$5,000,000
(1)
Class CF..................
(2)
(3)
Class CV..................
(2)
(4)
Class PF..................
$100
(5)
Class PV..................
$100
(5)
Class A-R.................
$100
(6)
(1) The
Certificates will accrue interest at the related Pass-Through
Rates identified
in this Agreement. For federal income tax purposes,
the Pass Through Rate in respect of (i) each of the Class AF,
Class
MF and Class BF Certificates will be subject to a cap equal to
the
Fixed Rate Net Rate Cap, (ii) the Class 2-AV-1 Certificates will
be
subject to a cap equal to the Class 2-AV-1 Net Rate Cap, (iii)
the
Class 3-AV Certificates will be subject to a cap equal to the
Class
3-AV Net Rate Cap, and (iv) the Class MV Certificates and the
Class
BV Certificates will be subject to a cap equal to the lesser of
the
Modified Adjustable Rate Subordinate Net Rate Cap and the
Adjustable
Rate Subordinate Net Rate Cap.
11
<PAGE>
(2) The Class
CF and Class CV Certificates will have Certificate
Principal Balances equal to the Fixed Rate Overcollateralized
Amount
and Adjustable Rate Overcollateralized Amount, respectively.
(3) For each
Interest Accrual Period the Class CF Certificates are
entitled to an amount (the "Class CF Distributable Amount") equal
to
the sum of (a) the interest payable on the R-3-XF Interests and (b)
a
specified portion of the interest on the REMIC 3 Regular
Interests
having an "F" designation in the column entitled "REMIC 3
Interests"
(other than the R-3-PF and R-3-XF Interests) equal to the excess
of
the Group 1 Rate Net Rate Cap over the product of two and the
weighted average interest rate of the REMIC 3 Regular Interests
having an "F" designation in the column entitled "REMIC 3
Interests"
(other than the R-3-PF and R-3-XF Interests) with each such
Class
other than the R-3-F-Accrual Interest, subject to a cap and a
floor
equal to the Pass-Through Rate of the Corresponding Master
REMIC
Class and the R-3-F-Accrual Interest subject to a cap of 0.00%.
The
Pass-Through Rate of the Class CF Certificates shall be a rate
sufficient to entitle it to all interest accrued on the REMIC 1
Group
1 "I" and "S" Interests less the interest accrued on the other
F
Class interests issued by the Master REMIC. The Class CF
Distributable Amount for any Distribution Date is payable from
current interest on the Group 1 Mortgage Loans and from any
Principal
Remittance Amount for Loan Group 1 not distributed to the Class
AF,
Class MF and Class BF Certificates due to a decrease in the
Fixed
Rate Overcollateralization Target Amount with respect to any
Distribution Date.
(4) For each
Interest Accrual Period the Class CV Certificates are
entitled to an amount (the "Class CV Distributable Amount") equal
to
the sum of (a) the interest payable on the R-3-XV Interests and (b)
a
specified portion of the interest on the REMIC 3 Regular
Interests
having a "V" designation in the column entitled "REMIC 3
Interests"
(other than the R-3-PV and R-3-XV Interests) equal to the excess
of
the Blended Net Rate Cap over the product of two and the
weighted
average interest rate of the REMIC 3 Regular Interests having a
"V"
designation in the column entitled "REMIC 3 Interests" (other
than
the R-3-PV and R-3-XV Interests) with each such Class other than
the
R-3-V-Accrual Interest, subject to a cap and a floor equal to
the
Pass-Through Rate of the Corresponding Master REMIC Class and
the
R-3-V-Accrual Interest subject to a cap of 0.00%. The
Pass-Through
Rate of the Class CV Certificates shall be a rate sufficient to
entitle it to all interest accrued on the REMIC 1 Group 2 and Group
3
"I" and "S" Interests less the interest accrued on the other V
Class
interests issued by the Master REMIC . The Class CV
Distributable
Amount for any Distribution Date is payable from current interest
on
the Group 2 and Group 3 Mortgage Loans and from any Principal
Remittance Amounts for Loan Group 2 and Loan Group 3 not
distributed
to the Class AV, Class MV and Class BV Certificates due to a
decrease
in the Adjustable Rate Overcollateralization Target Amount with
respect to any
Distribution Date.
(5) For each
Distribution Date the Class PF and Class PV Certificates are
entitled to all Prepayment Charges distributed with respect to
the
R-3-PF and R-3-PV Interests, respectively.
(6) The Class
A-R Certificates represent the sole class of residual
interest in each REMIC created hereunder. The Class A-R
Certificates
are not entitled to distributions of interest.
The foregoing REMIC structure is intended to cause all of
the cash from the Mortgage Loans to flow
through to the Master REMIC as cash
flow on a REMIC regular interest, without
creating any shortfall--actual or
potential (other than for credit losses) to
any REMIC regular interest. It is
not intended that the Class A-R
Certificates be entitled to any cash flows
pursuant to this Agreement except as
provided in Section 3.08(a) hereunder,
(that is, its entitlement to $100).
12
<PAGE>
ARTICLE I.
DEFINITIONS
Section 1.01 Defined Terms.
--------------
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise
requires, shall have the following
meanings:
Accrual Period: With respect to any Distribution Date and
each Class of Adjustable Rate Certificates,
the period commencing on the
immediately preceding Distribution Date
(or, in the case of the first
Distribution Date, the Closing Date) and
ending on the day immediately
preceding such Distribution Date. With
respect to any Distribution Date and
each Class of Fixed Rate Certificates and
the Class C Certificates, the
calendar month preceding the month in which
such Distribution Date occurs. All
calculations of interest on the Adjustable
Rate Certificates will be made on
the basis of the actual number of days
elapsed in the related Accrual Period
and on a 360-day year. All calculations of
interest on the Fixed Rate
Certificates and Class C Certificates will
be made on the basis of a 360-day
year consisting of twelve 30-day
months.
Adjustable Rate Certificates: The Class AF-1 Certificates,
the Class AV Certificates and the
Adjustable Rate Subordinate Certificates.
Adjustable Rate Cumulative Loss Trigger Event: With respect
to any Distribution Date on or after the
Adjustable Rate Stepdown Date, an
Adjustable Rate Cumulative Loss Trigger
Event occurs if (x) the aggregate
amount of Realized Losses on the Mortgage
Loans in Loan Group 2 and Loan Group
3 from the Cut-off Date for each such
Mortgage Loan to (and including) the
last day of the related Due Period (reduced
by the aggregate amount of any
Subsequent Recoveries related to the
Mortgage Loans in Loan Group 2 and Loan
Group 3 received through the last day of
that Due Period) exceeds (y) the
applicable percentage, for such
Distribution Date, of the sum of the aggregate
Cut-off Date Principal Balance of the
Initial Mortgage Loans in Loan Group 2
and Loan Group 3, the Group 2 Pre-Funded
Amount and the Group 3 Pre-Funded
Amount, as set forth below:
13
<PAGE>
<TABLE>
<CAPTION>
Distribution Date
Percentage
-----------------
----------
<S>
<C>
October 2007 -- September 2008.................... 0.75% with
respect to October 2007, plus
an additional 1/12th of 1.00% for each
month thereafter through September 2008
October 2008 -- September 2009.................... 1.75% with
respect to October 2008, plus
an additional 1/12th of 1.00% for each
month thereafter through September 2009
October 2009 -- September 2010................... 2.75% with
respect to October 2009, plus
an additional 1/12th of 0.75% for each
month thereafter through September 2010
October 2010 -- September 2011................... 3.50% with
respect to October 2010, plus
an additional 1/12th of 0.75% for each
month thereafter through September 2011
October 2011 -- September 2012................... 4.25% with
respect to October 2011, plus
an additional 1/12th of 0.25% for each
month thereafter through September 2012
October 2012 and thereafter...................... 4.50%
</TABLE>
Adjustable Rate Delinquency Trigger Event: With respect to any
Distribution Date on or after the
Adjustable Rate Stepdown Date, an Adjustable
Rate Delinquency Trigger Event exists if
the Rolling Sixty-Day Delinquency
Rate for Outstanding Mortgage Loans in Loan
Group 2 and Loan Group 3 equals or
exceeds the product of (x) the Adjustable
Rate Senior Enhancement Percentage
for such Distribution Date and (y) the
applicable percentage listed below for
the most senior class of outstanding Class
AV Certificates and Adjustable Rate
Subordinate Certificates:
Class
Percentage
---------------------------- ----------
AV
35.00%
MV-1
43.00%
MV-2
55.75%
MV-3
62.00%
MV-4
71.50%
MV-5
82.75%
MV-6
92.50%
MV-7
109.75%
MV-8
126.50%
MV-9
157.75%
MV-10
213.75%
BF
272.25%
14
<PAGE>
Adjustable Rate Excess Overcollateralization Amount: With
respect to any Distribution Date, is the
excess, if any, of the Adjustable
Rate Overcollateralized Amount on that
Distribution Date over the Adjustable
Rate Overcollateralization Target
Amount.
Adjustable Rate Loan Group Excess Cashflow: With respect to
any Distribution Date the sum of (i) the
amount remaining after the
distribution of interest to
Certificateholders for such Distribution Date
pursuant to Section 4.04(b)(iii)(b), (ii)
the amount remaining after the
distribution of principal to
Certificateholders for such Distribution Date,
pursuant to Section 4.04(d)(1)(B)(ii) or
4.04(d)(2)(C) and (iii) the
Adjustable Rate Overcollateralization
Reduction Amount for such Distribution
Date.
Adjustable Rate Mortgage Loans: The Mortgage Loans
identified in the Mortgage Loan Schedule as
having a Mortgage Rate which is
adjustable in accordance with the terms of
the related Mortgage Note.
Adjustable Rate
OC Floor: For any Distribution Date, an
amount equal to 0.50% of the sum of the
aggregate Cut-off Date Principal
Balance of the Initial Mortgage Loans in
Loan Group 2 and Loan Group 3, the
Group 2 Pre-Funded Amount and the Group 3
Pre-Funded Amount.
Adjustable Rate Overcollateralization Deficiency Amount:
With respect to any Distribution Date, the
amount, if any, by which the
Adjustable Rate Overcollateralization
Target Amount exceeds the Adjustable
Rate Overcollateralized Amount on such
Distribution Date (after giving effect
to distribution of the Principal
Distribution Amount (other than the portion
thereof consisting of the Extra Principal
Distribution Amount) for Loan Group
2 and Loan Group 3 on such Distribution
Date).
Adjustable Rate Overcollateralization Reduction Amount: With
respect to any Distribution Date, an amount
equal to the lesser of (i) the
Adjustable Rate Excess
Overcollateralization Amount for such Distribution Date
and (ii) the aggregate Principal Remittance
Amount for Loan Group 2 and Loan
Group 3 for such Distribution Date.
Adjustable Rate Overcollateralization Target Amount: With
respect to any Distribution Date (a) prior
to the Adjustable Rate Stepdown
Date, an amount equal to 3.65% of the sum
of the aggregate Cut-off Date
Principal Balance of the Initial Mortgage
Loans in Loan Group 2 and Loan Group
3, the Group 2 Pre-Funded Amount and the
Group 3 Pre-Funded Amount and (b) on
or after the Adjustable Rate Stepdown Date,
the greater of (i) an amount equal
to 7.30% of the aggregate Stated Principal
Balance of the Mortgage Loans in
Loan Group 2 and Loan Group 3 for the
current Distribution Date and (ii) the
Adjustable Rate OC Floor; provided,
however, that if an Adjustable Rate
Trigger Event is in effect on any
Distribution Date, the Adjustable Rate
Overcollateralization Target Amount will be
the Adjustable Rate
Overcollateralization Target Amount as in
effect for the prior Distribution
Date.
Adjustable Rate Overcollateralized Amount: With respect to
any Distribution Date, the amount, if any,
by which (x) the sum of the
aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 2 and
Loan Group 3 for such Distribution Date and
any amount
15
<PAGE>
on deposit in the Pre-Funding Account in
respect of Loan Group 2 and Loan
Group 3 exceeds (y) the sum of the
aggregate Certificate Principal Balance of
the Class AV Certificates and the
Adjustable Rate Subordinate Certificates as
of such Distribution Date (after giving
effect to distributions of the
Principal Remittance Amount for Loan Group
2 and Loan Group 3 on such
Distribution Date and, in the case of the
Distribution Date immediately
following the end of the Funding Period,
any amounts to be released from the
Pre-Funding Account in respect of Loan
Group 2 and Loan Group 3).
Adjustable Rate Senior Enhancement Percentage: With respect
to a Distribution Date on or after the
Adjustable Rate Stepdown Date, the
fraction (expressed as a percentage) (1)
the numerator of which is the excess
of (a) the aggregate Stated Principal
Balance of the Mortgage Loans in Loan
Group 2 and Loan Group 3 for the preceding
Distribution Date over (b) (i)
before the Certificate Principal Balances
of the Class AV Certificates have
been reduced to zero, the sum of the
Certificate Principal Balances of the
Class AV Certificates, or (ii) after such
time, the Certificate Principal
Balance of the most senior class of
Adjustable Rate Subordinate Certificates
outstanding, as of the preceding Master
Servicer Advance Date, and (2) the
denominator of which is the aggregate
Stated Principal Balance of the Mortgage
Loans in Loan Group 2 and Loan Group 3 for
the preceding Distribution Date.
Adjustable Rate Stepdown Date: The earlier to occur of: (1)
the Distribution Date on which the
aggregate Certificate Principal Balance of
the Class AV Certificates is reduced to
zero, and (2) the later to occur of
(x) the Distribution Date in October 2008
and (y) the first Distribution Date
on which the aggregate Certificate
Principal Balance of the Class AV
Certificates (after calculating anticipated
distributions on such Distribution
Date) is less than or equal to 43.20% of
the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group
2 and Loan Group 3 for such
Distribution Date.
Adjustable Rate Subordinate Certificates: Any Class MV-1,
Class MV-2, Class MV-3, Class MV-4, Class
MV-5, Class MV-6, Class MV-7, Class
MV-8, Class MV-9, Class MV-10 or Class BV
Certificates.
Adjustable Rate Subordinate Class Principal Distribution
Amount: With respect to any Distribution
Date and any Class of Adjustable Rate
Subordinate Certificates, the excess of (1)
the sum of (a) the aggregate
Certificate Principal Balance of the Class
AV Certificates (after taking into
account distribution of the Class AV
Principal Distribution Amount for such
Distribution Date), (b) the aggregate
Certificate Principal Balance of any
Class(es) of Adjustable Rate Subordinate
Certificates that are senior to the
subject Class (in each case, after taking
into account distribution of the
Adjustable Rate Subordinate Class Principal
Distribution Amount(s) for such
senior Class(es) of Certificates for such
Distribution Date), and (c) the
Certificate Principal Balance of the
subject Class of Adjustable Rate
Subordinate Certificates immediately prior
to such Distribution Date over (2)
the lesser of (a) the product of (x) 100%
minus the Stepdown Target
Subordination Percentage for the subject
Class of Certificates and (y) the
aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 2 and
Loan Group 3 for such Distribution Date and
(b) the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group
2 and Loan Group 3 for such
Distribution Date minus the Adjustable Rate
OC Floor; provided, however, that
if such Class of Adjustable Rate
Subordinate Certificates is the only Class of
Adjustable Rate Subordinate Certificates
outstanding on such Distribution
Date,
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that Class will be entitled to receive the
entire remaining Principal
Distribution Amount for Loan Group 2 and
Loan Group 3 until the Certificate
Principal Balance thereof is reduced to
zero.
Adjustable Rate Subordinate 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.
Adjustable Rate Subordinate Corridor Contract Termination
Date: With respect to the Adjustable Rate
Subordinate Corridor Contract, the
Distribution Date in August 2009.
Adjustable Rate Subordinate Net Rate Cap: With respect to
any Distribution Date and each Class of
Adjustable Rate Subordinate
Certificates, the weighted average of (a)
the weighted average Adjusted Net
Mortgage Rate of the Mortgage Loans in Loan
Group 2 on such Distribution Date
(weighted by an amount equal to the
positive difference (if any) of the sum of
the aggregate Stated Principal Balance of
the Mortgage Loans in Loan Group 2
and the amount on deposit in the
Pre-Funding Account in respect of Loan Group
2 over the outstanding Certificate
Principal Balance of the Class 2-AV-1
Certificates) and (b) the weighted average
Adjusted Net Mortgage Rate of the
Mortgage Loans in Loan Group 3 on such
Distribution Date (weighted by an
amount equal to the positive difference (if
any) of the sum of the aggregate
Stated Principal Balance of the Mortgage
Loans in Loan Group 3 and the amount
on deposit in the Pre-Funding Account in
respect of Loan Group 3 over the
outstanding aggregate Certificate Principal
Balance of the Class 3-AV
Certificates), adjusted to an effective
rate reflecting the calculation of
interest on the basis of the actual number
of days elapsed during the related
Accrual Period and a 360-day year.
Adjustable Rate Trigger Event: With respect to any
Distribution Date on or after the
Adjustable Rate Stepdown Date, either an
Adjustable Rate Delinquency Trigger Event
with respect to that Distribution
Date or an Adjustable Rate Cumulative Loss
Trigger Event with respect to that
Distribution Date.
Adjusted Net Mortgage Rate: As to each Mortgage Loan, the
Mortgage Rate less the related Expense Fee
Rate.
Adjusted Subordinate Component Balance: With respect to any
Distribution Date and for any Variable Loan
Group, (i) the principal balance
of such Variable Loan Group as of the first
day of the related Due Period
(after giving effect to Principal
Prepayments received in the Prepayment
Period ending during such Due Period) less
(ii) the product of (a) the
Adjustable Rate Overcollateralized Amount
and (b)(I) the principal balance of
such Variable Loan Group, divided by (II)
the sum of the principal balance of
both Variable Loan Groups, in each case as
of the first day of the related Due
Period, less (iii) the aggregate
Certificate Principal Balance of the related
Classes of Senior Certificates in either
case immediately prior to such
Distribution Date.
Adjustment Date: As to each Adjustable Rate Mortgage Loan,
each date on which the related Mortgage
Rate is subject to adjustment, as
provided in the related Mortgage Note.
Advance: The aggregate of the advances required to be made
by the Master Servicer with respect to any
Distribution Date pursuant to
Section 4.01, the amount of any such
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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 (i) Loan Group 1 and
the Fixed Rate Subordinate
Certificates, the amount, if any, by which,
the aggregate Certificate
Principal Balance of the Fixed Rate
Certificates (after all distributions of
principal on such Distribution Date)
exceeds the sum of (x) the Stated
Principal Balance of the Mortgage Loans in
Loan Group 1 for such Distribution
Date and (y) the amount on deposit in the
Pre-Funding Account in respect of
Loan Group 1 and (ii) Loan Group 2 and Loan
Group 3 and the Adjustable Rate
Subordinate Certificates, the amount, if
any, by which, the aggregate
Certificate Principal Balance of the
Adjustable Rate Certificates (after all
distributions of principal on such
Distribution Date) exceeds the sum of (x)
the aggregate Stated Principal Balance of
the Mortgage Loans in Loan Group 2
and Loan Group 3 and (y) the amount on
deposit in the Pre-Funding Account in
respect of Loan Group 2 and Loan Group
3.
Appraised Value: The appraised value of the Mortgaged
Property based upon the appraisal made for
the originator of the related
Mortgage Loan by an independent fee
appraiser at the time of the origination
of the related Mortgage Loan, or the sales
price of the Mortgaged Property at
the time of such origination, whichever is
less, or with respect to any
Mortgage Loan originated in connection with
a refinancing, the appraised value
of the Mortgaged Property based upon the
appraisal made at the time of such
refinancing.
Bankruptcy Code: Title
11 of the United States Code.
Book-Entry Certificates: Any of the Certificates that shall
be registered in the name of the Depository
or its nominee, the ownership of
which is reflected on the books of the
Depository or on the books of a person
maintaining an account with the Depository
(directly, as
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<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 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
2005-10". 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-31,
Exhibits B-1 and B-2, Exhibits C-1 and
C-2, Exhibit D and Exhibit E.
Certificate Account: The separate Eligible Account created
and initially maintained by the Master
Servicer pursuant to Section 3.05(b)
with a depository institution in the name
of the Master Servicer for the
benefit of the Trustee on behalf of the
Certificateholders and designated
"Countrywide Home Loans Servicing LP in
trust for registered Holders of CWABS,
Inc., Asset-Backed Certificates, Series
2005-10". Funds in the Certificate
Account shall be held in trust for the
Certificateholders for the uses and
purposes set forth in this Agreement.
Certificate Owner: With respect to a Book-Entry Certificate,
the person that is the beneficial owner of
such Book-Entry Certificate.
Certificate Principal Balance: As to any Certificate (other
than the Class C Certificates) and as of
any Distribution Date, the Initial
Certificate Principal Balance of such
Certificate (A) less the sum of (i) all
amounts distributed with respect to such
Certificate in reduction of the
Certificate Principal Balance thereof on
previous Distribution Dates pursuant
to Section 4.04(c) or 4.04(d) and (ii) with
respect to any Class of
Subordinate Certificates, any Applied
Realized Loss Amounts allocated to such
Certificate on previous Distribution Dates
pursuant to Section 4.04(j), and
(B) increased by, with respect to any Class
of Subordinate Certificates, any
Subsequent Recoveries allocated to such
Class of Certificate pursuant to
Section 4.04(k) on such Distribution Date.
References herein to the
Certificate Principal Balance
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<PAGE>
of a Class of Certificates shall mean the
Certificate Principal Balances of
all Certificates in such Class. The Class C
Certificates do not have a
Certificate Principal Balance. With respect
to any Certificate (other than the
Class C Certificates) of a Class and any
Distribution Date, the portion of the
Certificate Principal Balance of such Class
represented by such Certificate
equal to the product of the Percentage
Interest evidenced by such Certificate
and the Certificate Principal Balance of
such Class.
Certificate Register: The register maintained pursuant to
Section 5.02 hereof.
Certificateholder or Holder: The person in whose name a
Certificate is registered in the
Certificate Register (initially, Cede & Co.,
as nominee for the Depository, in the case
of any Class of Book-Entry
Certificates), except that solely for the
purpose of giving any consent
pursuant to this Agreement, any Certificate
registered in the name of the
Depositor or any affiliate of the Depositor
shall be deemed not to be
Outstanding and the Voting Interest
evidenced thereby shall not be taken into
account in determining whether the
requisite amount of Voting Interests
necessary to effect such consent has been
obtained; provided that if any such
Person (including the Depositor) owns 100%
of the Voting Interests evidenced
by a Class of Certificates, such
Certificates shall be deemed to be
Outstanding for purposes of any provision
hereof (other than the second
sentence of Section 10.01 hereof) that
requires the consent of the Holders of
Certificates of a particular Class as a
condition to the taking of any action
hereunder. The Trustee is entitled to rely
conclusively on a certification of
the Depositor or any affiliate of the
Depositor in determining which
Certificates are registered in the name of
an affiliate of the Depositor.
CHL: Countrywide Home Loans, Inc., a New York corporation,
and its successors and assigns.
CHL Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule for which CHL is
the applicable Seller.
Class: All Certificates bearing the same Class designation
as set forth in Section 5.01 hereof.
Class 2-AV-1 Certificate: Any Certificate designated as a
"Class 2-AV-1 Certificate" on the face
thereof, in the form of Exhibit A-17
hereto, representing the right to
distributions as set forth herein.
Class 2-AV-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.
Class 2-AV-1 Corridor Contract Termination Date: With
respect to the Class 2-AV-1 Corridor
Contract, the Distribution Date in
February 2009.
Class 2-AV-1 Net Rate Cap: For any Distribution Date, the
weighted average Adjusted Net Mortgage Rate
of the Mortgage Loans in Loan
Group 2 for such Distribution Date,
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.
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<PAGE>
Class 2-AV-1 Principal Distribution Amount: With respect to
any Distribution Date, the product of (x)
the Class AV Principal Distribution
Target Amount and (y) a fraction, the
numerator of which is the Class 2-AV-1
Principal Distribution Target Amount and
the denominator of which is the sum
of the Class 2-AV-1 Principal Distribution
Target Amount and Class 3-AV
Principal Distribution Target Amount.
Class 2-AV-1 Principal Distribution Target Amount: With
respect to any Distribution Date, the
excess of (1) the aggregate Certificate
Principal Balance of the Class 2-AV-1
Certificates immediately prior to such
Distribution Date, over (2) the lesser of
(x) 43.20% of the aggregate Stated
Principal Balance of the Mortgage Loans in
Loan Group 2 for such Distribution
Date and (y) the aggregate Stated Principal
Balance of the Mortgage Loans in
Loan Group 2 for such Distribution Date
minus 0.50% of the sum of the
aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 2 as of
the Cut-off Date and the original Group 2
Pre-Funded Amount.
Class 3-AV-1 Certificate: Any Certificate designated as a
"Class 3-AV-1 Certificate" on the face
thereof, in the form of Exhibit A-18
hereto, representing the right to
distributions as set forth herein.
Class 3-AV-2 Certificate: Any Certificate designated as a
"Class 3-AV-2 Certificate" on the face
thereof, in the form of Exhibit A-19
hereto, representing the right to
distributions as set forth herein.
Class 3-AV-3 Certificate: Any Certificate designated as a
"Class 3-AV-3 Certificate" on the face
thereof, in the form of Exhibit A-20
hereto, representing the right to
distributions as set forth herein.
Class 3-AV Certificate: Any Class 3-AV-1, Class 3-AV-2 or
Class 3-AV-3 Certificate.
Class 3-AV Corridor Contract: The transaction evidenced by
the related Confirmation (as assigned to
the Corridor Contract Administrator
pursuant to the Corridor Contract
Assignment Agreement), a form of which is
attached hereto as Exhibit Q-3.
Class 3-AV Corridor Contract Termination Date: With respect
to the Class 3-AV Corridor Contract, the
Distribution Date in August 2009.
Class 3-AV Net Rate Cap: For any Distribution Date, the
weighted average Adjusted Net Mortgage Rate
of the Mortgage Loans in Loan
Group 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-AV Principal Distribution Amount: With respect to
any Distribution Date, the product of (x)
the Class AV Principal Distribution
Target Amount and (y) a fraction, the
numerator of which is the Class 3-AV
Principal Distribution Target Amount and
the denominator of which is the sum
of the Class 2-AV-1 Principal Distribution
Target Amount and the Class 3-AV
Principal Distribution Target Amount.
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<PAGE>
Class 3-AV Principal Distribution Target Amount: With
respect to any Distribution Date, the
excess of (1) the aggregate Certificate
Principal Balance of the Class 3-AV
Certificates immediately prior to such
Distribution Date, over (2) the lesser of
(x) 43.20% 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 AF Certificate: Any Class AF-1, Class AF-2, Class
AF-3, Class AF-4, Class AF-5 or Class AF-6
Certificate.
Class AF Principal Distribution Amount: With respect to any
Distribution Date, the excess of (1) the
aggregate Certificate Principal
Balance of the Class AF Certificates
immediately prior to such Distribution
Date, over (2) the lesser of (x) 65.00% of
the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group
1 for such Distribution Date and
(y) the aggregate Stated Principal Balance
of the Mortgage Loans in Loan Group
1 for such Distribution Date minus the
Fixed Rate OC Floor.
Class AF-1 Certificate: Any Certificate designated as a
"Class AF-1 Certificate" on the face
thereof, in the form of Exhibit A-1
hereto, representing the right to
distributions as set forth herein.
Class AF-1 Corridor Contract: The transaction evidenced by
the related Confirmation (as assigned to
the Corridor Contract Administrator
pursuant to the Corridor Contract
Assignment Agreement), a form of which is
attached hereto as Exhibit Q-1.
Class AF-1 Corridor Contract Termination Date: With respect
to the Class AF-1 Corridor Contract, the
Distribution Date in July 2007.
Class AF-2 Certificate: Any Certificate designated as a
"Class AF-2 Certificate" on the face
thereof, in the form of Exhibit A-2
hereto, representing the right to
distributions as set forth herein.
Class AF-3 Certificate: Any Certificate designated as a
"Class AF-3 Certificate" on the face
thereof, in the form of Exhibit A-3
hereto, representing the right to
distributions as set forth herein.
Class AF-4 Certificate: Any Certificate designated as a
"Class AF-4 Certificate" on the face
thereof, in the form of Exhibit A-4
hereto, representing the right to
distributions as set forth herein.
Class AF-5 Certificate: Any Certificate designated as a
"Class AF-5 Certificate" on the face
thereof, in the form of Exhibit A-5
hereto, representing the right to
distributions as set forth herein.
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<PAGE>
Class AF-6 Certificate: Any Certificate designated as a
"Class AF-6 Certificate" on the face
thereof, in the form of Exhibit A-6
hereto, representing the right to
distributions as set forth herein.
Class AF-6 Portion: With respect to any Distribution Date, a
percentage, expressed as a fraction, the
numerator of which is the Certificate
Principal Balance of the Class AF-6
Certificates immediately prior to such
Distribution Date and the denominator of
which is the aggregate Certificate
Principal Balance of all Classes of the
Class AF Certificates immediately
prior to such Distribution Date.
Class A-R Certificate: Any Certificate designated as a
"Class A-R Certificate" on the face
thereof, in the form of Exhibit D hereto
or, in the case of the Tax Matters Person
Certificate, Exhibit E hereto, in
either case representing the right to
distributions as set forth herein.
Class AV Certificate: Any Class 2-AV-1 or Class 3-AV
Certificate.
Class AV Principal Distribution Allocation Amount: With
respect to any Distribution Date, (a) in
the case of the Class 2-AV-1
Certificates, the Class 2-AV-1 Principal
Distribution Amount and (b) in the
case of the Class 3-AV Certificates, the
Class 3-AV Principal Distribution
Amount.
Class AV Principal Distribution Target Amount: With respect
to any Distribution Date will equal the
excess of: (1) the aggregate
Certificate Principal Balance of the Class
AV Certificates immediately prior
to such Distribution Date, over (2) the
lesser of (i) 43.20% of the aggregate
Stated Principal Balance of the Mortgage
Loans in Loan Group 2 and Loan Group
3 for such Distribution Date and (ii) the
aggregate Stated Principal Balance
of the Mortgage Loans in Loan Group 2 and
Loan Group 3 for such Distribution
Date minus the Adjustable Rate OC
Floor.
Class BF Certificate: Any Certificate designated as a "Class
BF Certificate" on the face thereof, in the
form of Exhibit A-16 hereto,
representing the right to distributions as
set forth herein.
Class BV Certificate: Any Certificate designated as a "Class
BV Certificate" on the face thereof, in the
form of Exhibit A-31 hereto,
representing the right to distributions as
set forth herein.
Class C Certificate:
Any Class CF or Class CV Certificate.
Class CF Certificate: Any Certificate designated as a "Class
CF Certificate" on the face thereof, in the
form of Exhibit C-1 hereto,
representing the right to distributions as
set forth herein.
Class CF Distributable Amount: As defined in the Preliminary
Statement.
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<PAGE>
Class CV Certificate: Any Certificate designated as a "Class
CV Certificate" on the face thereof, in the
form of Exhibit C-2 hereto,
representing the right to distributions as
set forth herein.
Class CV Distributable Amount: As defined in the Preliminary
Statement.
Class MF-1 Certificate: Any Certificate designated as a
"Class MF-1 Certificate" on the face
thereof, in the form of Exhibit A-7
hereto, representing the right to
distributions as set forth herein.
Class MF-2 Certificate: Any Certificate designated as a
"Class MF-2 Certificate" on the face
thereof, in the form of Exhibit A-8
hereto, representing the right to
distributions as set forth herein.
Class MF-3 Certificate: Any Certificate designated as a
"Class MF-3 Certificate" on the face
thereof, in the form of Exhibit A-9
hereto, representing the right to
distributions as set forth herein.
Class MF-4 Certificate: Any Certificate designated as a
"Class MF-4 Certificate" on the face
thereof, in the form of Exhibit A-10
hereto, representing the right to
distributions as set forth herein.
Class MF-5 Certificate: Any Certificate designated as a
"Class MF-5 Certificate" on the face
thereof, in the form of Exhibit A-11
hereto, representing the right to
distributions as set forth herein.
Class MF-6 Certificate: Any Certificate designated as a
"Class MF-6 Certificate" on the face
thereof, in the form of Exhibit A-12
hereto, representing the right to
distributions as set forth herein.
Class MF-7 Certificate: Any Certificate designated as a
"Class MF-7 Certificate" on the face
thereof, in the form of Exhibit A-13
hereto, representing the right to
distributions as set forth herein.
Class MF-8 Certificate: Any Certificate designated as a
"Class MF-8 Certificate" on the face
thereof, in the form of Exhibit A-14
hereto, representing the right to
distributions as set forth herein.
Class MF Certificate: Any Class MF-1, Class MF-2, Class
MF-3, Class MF-4, Class MF-5, Class MF-6,
Class MF-7 or Class MF-8
Certificate.
Class MV-1 Certificate: Any Certificate designated as a
"Class MV-1 Certificate" on the face
thereof, in the form of Exhibit A-21
hereto, representing the right to
distributions as set forth herein.
Class MV-2 Certificate: Any Certificate designated as a
"Class MV-2 Certificate" on the face
thereof, in the form of Exhibit A-22
hereto, representing the right to
distributions as set forth herein.
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<PAGE>
Class MV-3 Certificate: Any Certificate designated as a
"Class MV-3 Certificate" on the face
thereof, in the form of Exhibit A-23
hereto, representing the right to
distributions as set forth herein.
Class MV-4 Certificate: Any Certificate designated as a
"Class MV-4 Certificate" on the face
thereof, in the form of Exhibit A-24
hereto, representing the right to
distributions as set forth herein.
Class MV-5 Certificate: Any Certificate designated as a
"Class MV-5 Certificate" on the face
thereof, in the form of Exhibit A-25
hereto, representing the right to
distributions as set forth herein.
Class MV-6 Certificate: Any Certificate designated as a
"Class MV-6 Certificate" on the face
thereof, in the form of Exhibit A-26
hereto, representing the right to
distributions as set forth herein.
Class MV-7 Certificate: Any Certificate designated as a
"Class MV-7 Certificate" on the face
thereof, in the form of Exhibit A-27
hereto, representing the right to
distributions as set forth herein.
Class MV-8 Certificate: Any Certificate designated as a
"Class MV-8 Certificate" on the face
thereof, in the form of Exhibit A-28
hereto, representing the right to
distributions as set forth herein.
Class MV-9 Certificate: Any Certificate designated as a
"Class MV-9 Certificate" on the face
thereof, in the form of Exhibit A-29
hereto, representing the right to
distributions as set forth herein.
Class MV-10 Certificate: Any Certificate designated as a
"Class MV-10 Certificate" on the face
thereof, in the form of Exhibit A-30
hereto, representing the right to
distributions as set forth herein.
Class MV Certificate: Any Class MV-1, Class MV-2, Class
MV-3, Class MV-4, Class MV-5, Class MV-6,
Class MV-7, Class MV-8, Class MV-9
or Class MV-10 Certificate.
Class P Certificate: Any Class PF Certificate or Class PV
Certificate.
Class PF Certificate: Any Certificate designated as a "Class
PF Certificate" on the face thereof, in the
form of Exhibit B-1 hereto,
representing the right to distributions as
set forth herein.
Class PF Principal Distribution Date: The first Distribution
Date that occurs after the end of the
latest Prepayment Charge Period for all
Mortgage Loans in Loan Group 1 that have a
Prepayment Charge Period.
Class PV Certificate: Any Certificate designated as a "Class
PV Certificate" on the face thereof, in the
form of Exhibit B-2 hereto,
representing the right to distributions as
set forth herein.
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<PAGE>
Class PV Principal Distribution Date: The first Distribution
Date that occurs after the end of the
latest Prepayment Charge Period for all
Mortgage Loans in Loan Group 2 and Loan
Group 3 that have a Prepayment Charge
Period.
Closing Date: September 20, 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 1,
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 AF-1 Corridor Contract, Class
2-AV-1 Corridor Contract, Class 3-AV
Corridor Contract or Adjustable Rate
Subordinate Corridor Contract, as
applicable.
Corridor Contract Administration Agreement: The corridor
contract administration agreement dated as
of the Closing Date among CHL, the
Trustee and the Corridor Contract
Administrator, a form of which is attached
hereto as Exhibit S-2.
Corridor Contract Administrator: The Bank of New York, in
its capacity as corridor contract
administrator under the Corridor Contract
Administration Agreement.
Corridor Contract Assignment Agreement: The Assignment
Agreement dated as of the Closing Date
among CHL, the Corridor Contract
Administrator and the Corridor Contract
Counterparty, a form of which is
attached hereto as Exhibit S-1.
Corridor Contract Counterparty: JPMorgan Chase Bank, N.A.,
and its successors.
Corridor Contract Termination Date: The Adjustable Rate
Subordinate Corridor Contract Termination
Date, Class 2-AV-1 Corridor Contract
Termination Date, Class 3-AV Corridor
Contract Termination Date and Class AF-1
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
2005-10". 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: With respect to any Distribution Date
and Loan Group 2 and Loan Group 3 (after
taking into account principal
distributions on such Distribution Date), a
Cross-Over Situation shall exist
(i) with respect to the R-2-A, R-2-B and
R-2-C Interests, if the R-2-A, R-2-B
and R-2-C Interests are in the aggregate
less than 1% of the Subordinate
Component Balance of Loan Group 2 and Loan
Group 3.
Current Interest: With respect to each Class of Interest
Bearing Certificates and each Distribution
Date, the interest accrued at the
applicable Pass-Through Rate for the
applicable Accrual Period on the
Certificate Principal Balance of such Class
immediately prior to such
Distribution Date, plus any amount
previously distributed with respect to
interest for such Class that is recovered
as a voidable preference by a
trustee in bankruptcy.
Cut-off Date: 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
27
<PAGE>
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
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: The Initial Mortgage Loans
identified on the Mortgage Loan Schedule
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 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 in
each Loan Group, not later than the
Closing Date and with respect to at least
10% of the Subsequent Mortgage Loans
in each Loan Group conveyed on a Subsequent
Transfer Date, not later than such
Subsequent Transfer Date, (B) with respect
to at least an additional 40% of
the Initial Mortgage Loans, not later than
20 days after the Closing Date, and
not later than 20 days after the relevant
Subsequent Transfer Date with
respect to the remaining Subsequent
Mortgage Loans conveyed on such Subsequent
Transfer Date, and (C) with respect to the
remaining Initial Mortgage Loans,
not later than thirty days after the
Closing Date. To the extent that
Countrywide Home Loans, Inc. shall be in
possession of any Mortgage Files with
respect to any Delay Delivery Mortgage
Loan, until delivery of such Mortgage
File to the 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.
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<PAGE>
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, the Trustee and the initial
Depository, dated as of the Closing Date,
substantially in the form of Exhibit
O.
Depository Participant: A broker, dealer, bank or other
financial institution or other person for
whom from time to time a Depository
effects book-entry transfers and pledges of
securities deposited with the
Depository.
Determination Date: With respect to any Distribution Date,
the 15th day of the month of such
Distribution Date or, if such 15th day is
not a Business Day, the immediately
preceding Business Day.
Distribution Account: The separate Eligible Account created
and maintained by the Trustee pursuant to
Section 3.05(c) in the name of the
Trustee for the benefit of the
Certificateholders and designated "The Bank of
New York, in trust for registered Holders
of CWABS, Inc., Asset-Backed
Certificates, Series 2005-10". Funds in the
Distribution Account shall be held
in trust for the Certificateholders for the
uses and purposes set forth in
this Agreement.
Distribution Account Deposit Date: As to any Distribution
Date, 1:00 p.m. Pacific time on the
Business Day immediately preceding such
Distribution Date.
Distribution Date: The 25th day of each month, or if such
day is not a Business Day, on the first
Business Day thereafter, commencing in
October 2005.
29
<PAGE>
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 as evidenced by a
letter from each Rating Agency to the
Trustee. Eligible Accounts may bear
interest, and may include, if otherwise
qualified under this definition,
accounts maintained with the Trustee.
Eligible Repurchase Month: As defined in Section 3.12(d)
hereof.
ERISA: The Employee Retirement Income Security Act of 1974,
as amended.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment underwriting or private
placement that meets the applicable
requirements of the Underwriter's
Exemption.
ERISA-Restricted Certificates: The Class A-R Certificates,
Class P Certificates, Class C Certificates
and Certificates of any Class that
ceases to satisfy the applicable rating
requirement under the Underwriter's
Exemption.
Escrow Account: As defined in Section 3.06 hereof.
Event of Default: As defined in Section 7.01 hereof.
Excess Proceeds: With respect to any Liquidated Mortgage
Loan, the amount, if any, by which the sum
of any Liquidation Proceeds and
Subsequent Recoveries are in excess of the
sum of (i) the unpaid principal
balance of such Liquidated Mortgage Loan as
of the date of
30
<PAGE>
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 and (ii) the
Trustee Fee Rate.
Extra Principal Distribution Amount: With respect to any
Distribution Date and (A) Loan Group 1, the
lesser of (1) the Fixed Rate
Overcollateralization Deficiency Amount and
(2) the sum of the Fixed Rate Loan
Group Excess Cashflow and the Credit
Comeback Excess Amount available for
payment thereof and (B) each of Loan Group
2 and Loan Group 3, the lesser of
(1) the Adjustable Rate
Overcollateralization Deficiency Amount and (2) the
Adjustable Rate Loan Group Excess Cashflow
available for payment thereof, to
be allocated between Loan Group 2 and Loan
Group 3, pro rata, based on the
Principal Remittance Amount for each such
Loan Group for such Distribution
Date.
Fannie Mae: The Federal National Mortgage Association, a
federally chartered and privately owned
corporation organized and existing
under the Federal National Mortgage
Association Charter Act, or any successor
thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor thereto.
Five-Year Hybrid Mortgage Loan: A Mortgage Loan having a
Mortgage Rate that is fixed for 60 months
after origination thereof before
such Mortgage Rate becomes subject to
adjustment.
Fixed Rate Certificates: The Class AF-2, Class AF-3, Class
AF-4, Class AF-5, Class AF-6, Class MF-1,
Class MF-2, Class MF-3, Class MF-4,
Class MF-5, Class MF-6, Class MF-7, Class
MF-8 and Class BF Certificates.
Fixed Rate Cumulative Loss Trigger Event: With respect to a
Distribution Date on or after the Fixed
Rate Stepdown Date, a Fixed Rate
Cumulative Loss Trigger Event occurs if (x)
the aggregate amount of Realized
Losses on the Mortgage Loans in Loan Group
1 from the Cut-off Date for each
such Mortgage Loan to (and including) the
last day of the related Due Period
(reduced by the aggregate amount of any
Subsequent Recoveries related to Loan
Group 1 received through the last day of
that Due Period) exceeds (y) the
applicable percentage, for such
Distribution Date, of the sum of the aggregate
Cut-off Date Principal Balance of the
Initial Mortgage Loans in Loan Group 1
and the Group 1 Pre-Funded Amount, as set
forth below:
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<PAGE>
<TABLE>
<CAPTION>
Distribution Date
Percentage
-----------------
----------
<S>
<C>
October 2007 -- September 2008..................... 0.75% with
respect to October 2007, plus an
additional 1/12th of 1.00% for each month
thereafter through September 2008
October 2008 -- September 2009..................... 1.75% with
respect to October 2008, plus an
additional 1/12th of 1.00% for each month
thereafter through September 2009
October 2009 -- September 2010..................... 2.75% with
respect to October 2009, plus an
additional 1/12th of 0.75% for each month
thereafter through September 2010
October 2010 -- September 2011..................... 3.50% with
respect to October 2010, plus an
additional 1/12th of 0.75% for each month
thereafter through September 2011
October 2011 -- September 2012..................... 4.25% with
respect to October 2011, plus an
additional 1/12th of 0.25% for each month
thereafter through September 2012
October 2011 and thereafter....................... 4.50%
</TABLE>
Fixed Rate Delinquency Trigger Event: With respect to any
Distribution Date on or after the Fixed
Rate Stepdown Date, a Fixed Rate
Delinquency Trigger Event exists if the
Rolling Sixty-Day Delinquency Rate for
Outstanding Mortgage Loans in Loan Group 1
equals or exceeds the product of
(x) the Fixed Rate Senior Enhancement
Percentage for such Distribution Date
and (y) the applicable percentage listed
below for the most senior class of
outstanding Class AF Certificates and Fixed
Rate Subordinate Certificates:
Class
Percentage
---------------------------- ----------
AF
45.50%
MF-1
54.50%
MF-2
66.75%
MF-3
77.25%
MF-4
90.00%
MF-5
105.50%
MF-6
126.50%
MF-7
153.25%
MF-8
187.25%
BF
245.00%
Fixed Rate Excess Overcollateralization Amount: With respect
to any Distribution Date, is the excess, if
any, of the Fixed Rate
Overcollateralized Amount for such
32
<PAGE>
Distribution Date over the Fixed Rate
Overcollateralization Target Amount for
that Distribution Date.
Fixed Rate Loan Group Excess Cashflow: With respect to any
Distribution Date the sum of (i) the amount
remaining after the distribution
of interest to Certificateholders for such
Distribution Date pursuant to
Section 4.04(a)(ii)(b), (ii) the amount
remaining after the distribution of
principal to Certificateholders for such
Distribution Date pursuant to Section
4.04(c)(1)(C) or 4.04(c)(2)(C) and (iii)
the Fixed Rate Overcollateralization
Reduction Amount for such Distribution
Date.
Fixed Rate Net Rate Cap: For any Distribution Date, the
weighted average Adjusted Net Mortgage Rate
on the Mortgage Loans in Loan
Group 1 for such Distribution Date,
adjusted in the case of the Class AF-1
Certificates only, to an effective rate
reflecting the calculation of interest
on the basis of the actual number of days
elapsed during the related Accrual
Period and a 360-day year.
Fixed Rate Mortgage Loans: The Mortgage Loans identified in
the Mortgage Loan Schedule as having a
Mortgage Rate which is fixed for the
life of the related Mortgage and any Credit
Comeback Loans, including in each
case any Mortgage Loans delivered in
replacement thereof.
Fixed Rate OC Floor: An amount equal to 0.50% of the sum of
the aggregate Cut-off Date Principal
Balance of the Initial Mortgage Loans in
Loan Group 1 and the Group 1 Pre-Funded
Amount.
Fixed Rate Overcollateralization Deficiency Amount: With
respect to any Distribution Date, the
amount, if any, by which the Fixed Rate
Overcollateralization Target Amount exceeds
the Fixed Rate Overcollateralized
Amount on such Distribution Date (after
giving effect to distribution of the
Principal Distribution Amount (other than
the portion thereof consisting of
the Extra Principal Distribution Amount)
for Loan Group 1 on such Distribution
Date).
Fixed Rate Overcollateralization Reduction Amount: With
respect to any Distribution Date, an amount
equal to the lesser of (i) the
Fixed Rate Excess Overcollateralization
Amount for such Distribution Date and
(ii) the aggregate Principal Remittance
Amount for Loan Group 1 for such
Distribution Date.
Fixed Rate Overcollateralization Target Amount: With respect
to any Distribution Date (a) prior to the
Fixed Rate Stepdown Date, an amount
equal to 3.25% of the sum of the aggregate
Cut-off Date Principal Balance of
the Initial Mortgage Loans in Loan Group 1
and the Group 1 Pre-Funded Amount
and (b) on or after the Fixed Rate Stepdown
Date, the greater of (i) an amount
equal to 6.50% of the aggregate Stated
Principal Balance of the Mortgage Loans
in Loan Group 1 for the current
Distribution Date and (ii) the Fixed Rate OC
Floor; provided, however, that if a Fixed
Rate Trigger Event is in effect on
any Distribution Date, the Fixed Rate
Overcollateralization Target Amount will
be the Fixed Rate Overcollateralization
Target Amount as in effect for the
prior Distribution Date.
33
<PAGE>
Fixed Rate Overcollateralized Amount: With respect to any
Distribution Date, the amount, if any, by
which (x) the sum of the aggregate
Stated Principal Balance of the Mortgage
Loans in Loan Group 1 for such
Distribution Date and any amount on deposit
in the Pre-Funding Account in
respect of Loan Group 1 exceeds (y) the
aggregate Certificate Principal
Balance of the Class AF Certificates and
the Fixed Rate Subordinate
Certificates as of such Distribution Date
(after giving effect to
distributions of the Principal Remittance
Amount from Loan Group 1 on such
Distribution Date and, in the case of
Distribution Date immediately following
the end of the Funding Period, any amounts
to be released from the Pre-Funding
Account in respect of Loan Group 1).
Fixed Rate Senior Enhancement Percentage: With respect to a
Distribution Date on or after the Fixed
Rate Stepdown Date, the fraction
(expressed as a percentage) (1) the
numerator of which is the excess of (a)
the aggregate Stated Principal Balance of
the Mortgage Loans in Loan Group 1
for the preceding Distribution Date over
(b) before the Certificate Principal
Balances of the Class AF Certificates have
been reduced to zero, the sum of
the Certificate Principal Balances of the
Class AF Certificates, or (ii) after
such time, the Certificate Principal
Balance of the most senior class of Fixed
Rate Subordinate Certificates outstanding,
as of the preceding Master Servicer
Advance Date, and (2) the denominator of
which is the aggregate Stated
Principal Balance of the Mortgage Loans in
Loan Group 1 for the preceding
Distribution Date.
Fixed Rate Subordinate Class Principal Distribution Amount:
With respect to any Distribution Date and
any Class of Fixed Rate Subordinate
Certificates the excess of (1) the sum of
(a) the aggregate Certificate
Principal Balance of the Class AF
Certificates (after taking into account
distribution of the Class AF Principal
Distribution Amount for such
Distribution Date), (b) the aggregate
Certificate Principal Balance of any
Class(es) of Fixed Rate Subordinate
Certificates that are senior to the
subject Class (in each case, after taking
into account distribution of the
Fixed Rate Subordinate Class Principal
Distribution Amount(s) for such senior
Class(es) of Certificates for such
Distribution Date), and (c) the Certificate
Principal Balance of such Class of Fixed
Rate Subordinate Certificates
immediately prior to the subject
Distribution Date over (2) the lesser of (a)
the product of (x) 100% minus the Stepdown
Target Subordination Percentage for
the subject Class of Certificates and (y)
the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group
1 for such Distribution Date and
(b) the aggregate Stated Principal Balance
of the Mortgage Loans in Loan Group
1 for such Distribution Date minus the
Fixed Rate OC Floor; provided, however,
that if such Class of Fixed Rate
Subordinate Certificates is the only Class of
Fixed Rate Subordinate Certificates
outstanding on such Distribution Date,
that Class will be entitled to receive the
entire remaining Principal
Distribution Amount for Loan Group 1 until
the Certificate Principal Balance
thereof is reduced to zero.
Fixed Rate Stepdown Date: The earlier to occur of: (1) the
Distribution Date on which the aggregate
Certificate Principal Balance of the
Class AF Certificates is reduced to zero,
and (2) the later to occur of (x)
the Distribution Date in October 2008 and
(y) the first Distribution Date on
which the aggregate Certificate Principal
Balance of the Class AF Certificates
(after calculating anticipated
distributions on such Distribution Date) is
less than or equal to 65.00% of the
aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 1 for such
Distribution Date.
34
<PAGE>
Fixed Rate Subordinate Certificates: The Class MF-1, Class
MF-2, Class MF-3, Class MF-4, Class MF-5,
Class MF-6, Class MF-7, Class MF-8
and Class BF Certificates.
Fixed Rate Trigger Event: With respect to any Distribution
Date on or after the Fixed Rate Stepdown
Date, consists of either a Fixed Rate
Delinquency Trigger Event with respect to
that Distribution Date or a Fixed
Rate Cumulative Loss Trigger Event with
respect to that Distribution Date.
Freddie Mac: The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United
States created and existing under
Title III of the Emergency Home Finance Act
of 1970, as amended, or any
successor thereto.
Funding Period: The period from the Closing Date to and
including the earlier to occur of (x) the
date the amount in the Pre-Funding
Account is less than $175,000 and (y)
November 4, 2005.
Gross Margin: The percentage set forth in the related
Mortgage Note for the Adjustable Rate
Mortgage Loans to be added to the Index
for use in determining the Mortgage Rate on
each Adjustment Date, and which is
set forth in the Mortgage Loan Schedule for
the Adjustable Rate Mortgage
Loans.
Group 1 Mortgage Loans: The group of Mortgage Loans
identified in the related Mortgage Loan
Schedule as "Group 1 Mortgage Loans",
including in each case any Mortgage Loans
delivered in replacement thereof.
Group 1 Pre-Funded Amount: The portion of the Pre-Funded
Amount allocable for purchase of Subsequent
Mortgage Loans as Group 1 Mortgage
Loans on the Closing Date, which shall
equal $5,713,277.21.
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 is the Adjustable
Rate Overcollateralization
Reduction Amount for such Distribution Date
multiplied by a fraction, the
numerator of which is (x) the Principal
Remittance Amount for Loan Group 2 for
such Distribution Date, and the denominator
of which is (y) the aggregate
Principal Remittance Amount for Loan Group
2 and Loan Group 3 for such
Distribution Date.
Group 2 Pre-Funded Amount: The portion of the Pre-Funded
Amount allocable for purchase of Subsequent
Mortgage Loans as Group 2 Mortgage
Loans on the Closing Date, which shall
equal $11,748,827.89.
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.
35
<PAGE>
Group 3 Overcollateralization Reduction Amount: With respect
to any Distribution Date is the Adjustable
Rate 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
2 and Loan Group 3 for such
Distribution Date.
Group 3 Pre-Funded Amount: The portion of the Pre-Funded
Amount allocable for purchase of Subsequent
Mortgage Loans as Group 3 Mortgage
Loans on the Closing Date, which shall
equal $2,796,555.42.
Group Net Rate Cap: With respect to Loan Group 2, the Class
2-AV-1 Net Rate Cap, and with respect to
Loan Group 3, the Class 3-AV Net Rate
Cap.
Index: As to any Adjustable Rate Mortgage Loan on any
Adjustment Date related thereto, the index
for the adjustment of the Mortgage
Rate set forth as such in the related
Mortgage Note, such index in general
being the average of the London interbank
offered rates for six-month U.S.
dollar deposits in the London market, as
set forth in The Wall Street Journal,
as most recently announced as of a date 45
days prior to such Adjustment Date
or, if the Index ceases to be published in
The Wall Street Journal or becomes
unavailable for any reason, then the Index
shall be a new index selected by
the Master Servicer, based on comparable
information.
Initial Adjustment Date: As to any Adjustable Rate Mortgage
Loan, the first Adjustment Date following
the origination of such Mortgage
Loan.
Initial Certificate Account Deposit: An amount equal to the
aggregate of all amounts in respect of (i)
principal of the Initial Mortgage
Loans due after the Initial Cut-off Date
and received by the Master Servicer
before the Closing Date and not applied in
computing the Cut-off Date
Principal Balance thereof and (ii) interest
on the Initial Mortgage Loans due
after the Initial Cut-off Date and received
by the Master Servicer before the
Closing Date.
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.
36
<PAGE>
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 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.
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 16, 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.
37
<PAGE>
Investment Letter: As
defined in Section 5.02(b).
Latest Possible Maturity Date: The Distribution Date
following the third anniversary of the
scheduled maturity date of the Mortgage
Loan having the latest scheduled maturity
date as of the Cut-off Date.
LIBOR Business Day: Any day on which banks in the City of
London, England and New York City, U.S.A.
are open and conducting transactions
in foreign currency and exchange.
Liquidated Mortgage Loan: With respect to any Distribution
Date, a defaulted Mortgage Loan that has
been liquidated through deed-in-lieu
of foreclosure, foreclosure sale, trustee's
sale or other realization as
provided by applicable law governing the
real property subject to the related
Mortgage and any security agreements and as
to which the Master Servicer has
certified in the related Prepayment Period
that it has received all amounts it
expects to receive in connection with such
liquidation.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or
complete liquidation of Mortgage
Loans, whether through trustee's sale,
foreclosure sale or otherwise or
amounts received in connection with any
condemnation or partial release of a
Mortgaged Property and any other proceeds
received in connection with an REO
Property received in connection with or
prior to such Mortgage Loan becoming a
Liquidated Mortgage Loan (other than the
amount of such net proceeds
representing any profit realized by the
Master Servicer in connection with the
disposition of any such properties), less
the sum of related unreimbursed
Advances, Servicing Fees and Servicing
Advances.
Loan Group: Any of Loan Group 1, Loan Group 2 or Loan Group 3.
Loan Group 1: The
Group 1 Mortgage Loans.
Loan Group 2: The
Group 2 Mortgage Loans.
Loan Group 3: The
Group 3 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.
38
<PAGE>
Majority Holder: The Holders of Certificates evidencing at
least 51% of the Voting Rights allocated to
such Class of Certificates.
Margin: With respect to any Accrual Period and Class of
Adjustable Rate Certificates, the per annum
rate indicated in the following
table:
-------------------------------------------------------------
Class
Margin (1)
Margin (2)
-------------------------------------------------------------
Class AF-1................
0.160%
0.160%
-------------------------------------------------------------
Class 2-AV-1..............
0.250%
0.500%
-------------------------------------------------------------
Class 3-AV-1..............
0.150%
0.300%
-------------------------------------------------------------
Class 3-AV-2..............
0.290%
0.580%
-------------------------------------------------------------
Class 3-AV-3..............
0.420%
0.840%
-------------------------------------------------------------
Class MV-1................
0.460%
0.690%
-------------------------------------------------------------
Class MV-2................
0.480%
0.720%
-------------------------------------------------------------
Class MV-3................
0.500%
0.750%
-------------------------------------------------------------
Class MV-4................
0.600%
0.900%
-------------------------------------------------------------
Class MV-5................
0.640%
0.960%
-------------------------------------------------------------
Class MV-6................
0.690%
1.035%
-------------------------------------------------------------
Class MV-7................
1.150%
1.725%
-------------------------------------------------------------
Class MV-8................
1.320%
1.980%
-------------------------------------------------------------
Class MV-9................
1.800%
2.700%
-------------------------------------------------------------
Class MV-10...............
2.500%
3.750%
-------------------------------------------------------------
Class BV..................
2.500%
3.750%
-------------------------------------------------------------
(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.
39
<PAGE>
MERS Mortgage Loan: Any Mortgage Loan registered with MERS
on the MERS(R) System.
MERS(R) System: The system of recording transfers of
mortgages electronically maintained by
MERS.
MIN: The Mortgage Identification Number for any MERS
Mortgage Loan.
Minimum Mortgage Rate: With respect to each Adjustable Rate
Mortgage Loan, the minimum rate of interest
set forth as such in the related
Mortgage Note.
Modified Adjustable Rate Subordinate Net Rate Cap: With
respect to any Distribution Date, the
weighted average of the Group 2 Net Rate
Cap and the Group 3-Net Rate Cap weighted
on the basis of the respective
Adjusted Subordinate Component Balance of
their corresponding Loan Groups. For
federal income tax purposes, the Modified
Adjustable Rate Subordinate Net Rate
Cap will be the Calculation Rate in respect
of the R-2-C and R-2-D Interests.
Modified Mortgage Loan: As defined in Section 3.12(a).
MOM Loan: Any Mortgage Loan, as to which MERS is acting as
mortgagee, solely as nominee for the
originator of such Mortgage Loan and its
successors and assigns.
Monthly Statement: The statement delivered to the
Certificateholders pursuant to Section
4.05.
Moody's: Moody's Investors Service, Inc. and its successors.
Mortgage: The mortgage, deed of trust or other instrument
creating a first lien on or first priority
ownership interest in an estate in
fee simple in real property securing a
Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01
hereof pertaining to a particular Mortgage
Loan and any additional documents
delivered to the 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;
40
<PAGE>
(iii) the Appraised Value;
(iv) the Initial Mortgage Rate;
(v) the maturity date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the first payment date of the Mortgage Loan;
(ix) the Scheduled Payment in effect as of the
Cut-off Date;
(x) the Loan-to-Value Ratio at origination;
(xi) a code indicating whether the residential
dwelling at the time of origination was represented to be
owner-occupied;
(xii) a code indicating whether the residential
dwelling is either (a) a detached single-family dwelling,
(b) a two-family residential property, (c) a three-family
residential property, (d) a four-family residential
property, (e) planned unit development, (f) a low-rise
condominium unit, (g) a high-rise condominium unit or (h)
manufactured housing;
(xiii) a code indicating whether such Mortgage Loan
is a Credit Comeback Loan;
(xiv) [Reserved];
(xv) [Reserved];
(xvi) the purpose of the Mortgage Loan;
(xvii) with respect to each Adjustable Rate
Mortgage Loan:
(a) the frequency of each Adjustment Date;
(b) the next Adjustment Date;
(c) the Maximum Mortgage Rate;
(d) the Minimum Mortgage Rate;
(e) the Mortgage Rate as of the Cut-off Date;
(f) the related Initial Periodic Rate Cap and
Subsequent Periodic Rate Cap; and
41
<PAGE>
(g)
the Gross Margin;
(xviii) a code
indicating whether the Mortgage
Loan is a CHL Mortgage Loan, a Park Monaco
Mortgage Loan or a Park Sienna Mortgage
Loan;
(xix) the
premium rate for any lender-paid
mortgage insurance, if applicable; and
(xx)
a code indicating whether the Mortgage
Loan is a Fixed Rate Mortgage Loan or an
Adjustable Rate Mortgage Loan.
Such schedule shall also set forth the
total of the amounts described under
(vii) above for all of the Mortgage Loans
and for each Loan Group. The
Mortgage Loan Schedule shall be deemed to
include each Loan Number and
Borrower Identification Mortgage Loan
Schedule delivered pursuant to Section
2.01(f) and all the related Subsequent
Mortgage Loans and Subsequent Mortgage
Loan information included therein.
Mortgage Loans: Such of the Group 1 Mortgage Loans, Group 2
Mortgage Loans and Group 3 Mortgage Loans
transferred and assigned to the
Trustee pursuant to the provisions hereof
and any Subsequent Transfer
Agreement as from time to time are held as
part of the Trust Fund (including
any REO Property), the mortgage loans so
held being identified in the Mortgage
Loan Schedule, notwithstanding foreclosure
or other acquisition of title of
the related Mortgaged Property. Any
mortgage loan that was intended by the
parties hereto to be transferred to the
Trust Fund as indicated by such
Mortgage Loan Schedule which is in fact not
so transferred for any reason,
including a breach of the representation
contained in Section 2.02 hereof,
shall continue to be a Mortgage Loan
hereunder until the Purchase Price with
respect thereto has been paid to the Trust
Fund.
Mortgage Note: The original executed note or other evidence
of indebtedness evidencing the indebtedness
of a Mortgagor under a Mortgage
Loan.
Mortgage Pool: The aggregate of the Mortgage Loans
identified in the Mortgage Loan
Schedule.
Mortgage Rate: The annual rate of interest borne by a
Mortgage Note from time to time; provided,
however, the Mortgage Rate for each
Credit Comeback Loan shall be treated for
all purposes of payments on the
Certificates, including the calculation of
the Pass-Through Rates and the
applicable Net Rate Cap, as reduced by
0.375% on the Due Date following the
end of each of the first four annual
periods after the origination date,
irrespective of whether the Mortgagor
qualifies for the reduction by having a
good payment history.
Mortgaged Property: The underlying property securing a
Mortgage Loan.
Mortgagor: The obligors on a Mortgage Note.
42
<PAGE>
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%
NAS Principal Distribution Amount: For any Distribution
Date, an amount equal to the product of (i)
the Class AF-6 Portion for such
Distribution Date, (ii) any amounts
distributed to the Class AF Certificates
pursuant to Section 4.04(c) and 4.04(e)(1)
for such Distribution Date and
(iii) the NAS Factor for such Distribution
Date.
Net Mortgage Rate: As to each Mortgage Loan, and at any
time, the per annum rate equal to the
Mortgage Rate less the Servicing Fee
Rate.
Net Rate Cap: With respect to any Distribution Date, and (i)
each Class of Class AF Certificates and the
Fixed Rate Subordinate
Certificates, the Fixed Rate Net Rate Cap,
(ii) each Class of Class 2-AV-1
Certificates, the Class 2-AV-1 Net Rate
Cap, (iii) each Class of Class 3-AV
Certificates, the Class 3-AV Net Rate Cap
and (iv) each Class of Adjustable
Rate Subordinate Certificates, the
Adjustable Rate Subordinate Net Rate Cap.
Net Rate Carryover: With respect to any Class of Interest
Bearing Certificates and any Distribution
Date, the sum of (A) the excess of
(i) the amount of interest that such Class
would otherwise have accrued for
such Distribution Date had the Pass-Through
Rate for such Class and the
related Accrual Period not been determined
based on the applicable Net Rate
Cap, over (ii) the amount of interest
accrued on such Class at the applicable
Net Rate Cap for such Distribution Date and
(B) the Net Rate Carryover for
such Class for all previous Distribution
Dates not previously paid pursuant to
Section 4.04, together with interest
thereon at the then-applicable
Pass-Through Rate for such Class, without
giving effect to the applicable Net
Rate Cap.
NIM Insurer: Any insurer guarantying at the request of CHL
certain payments under notes backed or
secured by the Class C or Class P
Certificates.
Nonrecoverable Advance: Any portion of an Advance previously
made or proposed to be made by the Master
Servicer that, in the good faith
judgment of the Master Servicer, will not
or, in the case of a current
delinquency, would not, be ultimately
recoverable by the Master Servicer from
the related Mortgagor, related Liquidation
Proceeds or otherwise.
Non-United States Person: A Person that is not a citizen or
resident of the United States, a
corporation, partnership, or other entity
(treated as a corporation or a partnership
for federal income tax purposes)
created or organized in or under the laws
of the United States, any state
thereof or the District of Columbia, an
estate whose income from sources
without the United States is includible in
gross income for United States
federal income tax purposes
43
<PAGE>
regardless of its connection with the
conduct of a trade or business within
the United States, or a trust if a court
within the United States is able to
exercise primary supervision over the
administration of the trust and one or
more United States persons have authority
to control all substantial decisions
of the trustor.
Officer's Certificate: A certificate (i) in the case of the
Depositor, signed by the Chairman of the
Board, the Vice Chairman of the
Board, the President, a Managing Director,
a Vice President (however
denominated), an Assistant Vice President,
the Treasurer, the Secretary, or
one of the Assistant Treasurers or
Assistant Secretaries of the Depositor,
(ii) in the case of the Master Servicer,
signed by the President, an Executive
Vice President, a Vice President, an
Assistant Vice President, the Treasurer,
or one of the Assistant Treasurers or
Assistant Secretaries of Countrywide GP,
Inc., its general partner or (iii) if
provided for in this Agreement, signed
by a Servicing Officer, as the case may be,
and delivered to the Depositor and
the Trustee, as the case may be, as
required by this Agreement.
One-Month LIBOR: With respect to any Accrual Period for the
Adjustable Rate Certificates, the rate
determined by the Trustee on the
related Interest Determination Date on the
basis of the rate for U.S. dollar
deposits for one month that appears on
Telerate Screen Page 3750 as of 11:00
a.m. (London time) on such Interest
Determination Date; provided that the
parties hereto acknowledge that One-Month
LIBOR calculated for the first
Accrual Period for the Adjustable Rate
Certificates shall equal 3.79625% per
annum. If such rate does not appear on such
page (or such other page as may
replace that page on that service, or if
such service is no longer offered,
such other service for displaying One-Month
LIBOR or comparable rates as may
be reasonably selected by the Trustee),
One-Month LIBOR for the applicable
Accrual Period for the Adjustable Rate
Certificates will be the Reference Bank
Rate. If no such quotations can be obtained
by the Trustee and no Reference
Bank Rate is available, One-Month LIBOR
will be One-Month LIBOR applicable to
the preceding Accrual Period for the
Adjustable Rate Certificates.
Opinion of Counsel: A written opinion of counsel, who may be
counsel for the Depositor or the Master
Servicer, reasonably acceptable to
each addressee of such opinion; provided
that with respect to Section 6.04 or
10.01, or the interpretation or application
of the REMIC Provisions, such
counsel must (i) in fact be independent of
the Depositor and the Master
Servicer, (ii) not have any direct
financial interest in the Depositor or the
Master Servicer or in any affiliate of
either and (iii) not be connected with
the Depositor or the Master Servicer as an
officer, employee, promoter,
underwriter, trustee, partner, director or
person performing similar
functions.
Optional Termination: The termination of the Trust Fund
provided hereunder pursuant to the purchase
of the Mortgage Loans pursuant to
clause (a) of the first sentence of Section
9.01 hereof.
Optional Termination Date: The first Distribution Date on
which the aggregate Stated Principal
Balance of the Mortgage Loans is less
than or equal to 10% of the sum of the
aggregate Cut-off Date Principal
Balance of the Initial Mortgage Loans and
the Pre-Funded Amount.
44
<PAGE>
Original Value: The value of the property underlying a
Mortgage Loan based, in the case of the
purchase of the underlying Mortgaged
Property, on the lower of an appraisal
satisfactory to the Master Servicer or
the sales price of such property or, in the
case of a refinancing, on an
appraisal satisfactory to the Master
Servicer.
OTS: The Office of
Thrift Supervision.
Outstanding: With respect to the Certificates as of any date
of determination, all Certificates
theretofore executed and authenticated
under this Agreement except:
(i) Certificates theretofore canceled by the
Trustee or delivered to the Trustee for cancellation; and
(ii) Certificates in exchange for which or in lieu
of which other Certificates have been executed and delivered
by the Trustee pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Distribution Date, a
Mortgage Loan with a Stated Principal
Balance greater than zero that was not
the subject of a Principal Prepayment in
full, and that did not become a
Liquidated Mortgage Loan, prior to the end
of the related Prepayment Period.
Ownership Interest: As to any Certificate, any ownership
interest in such Certificate including any
interest in such Certificate as the
Holder thereof and any other interest
therein, whether direct or indirect,
legal or beneficial.
Park Monaco: Park Monaco Inc., a Delaware corporation, and
its successors and assigns.
Park Monaco Mortgage Loans: The Mortgage Loans identified as
such on the Mortgage Loan Schedule for
which Park Monaco is the applicable
Seller.
Park Sienna: Park Sienna LLC, a Delaware limited liability
company, and its successors and
assigns.
Park Sienna Mortgage Loans: The Mortgage Loans identified as
such on the Mortgage Loan Schedule for
which Park Sienna is the applicable
Seller.
Pass-Through Rate: With respect to any Accrual Period and
each Class of Adjustable Rate Certificates
the lesser of (x) One-Month LIBOR
for such Accrual Period plus the Margin for
such Class and Accrual Period and
(y) the applicable Net Rate Cap for such
Class and the related Distribution
Date. With respect to any Accrual Period
and each Class of Fixed Rate
Certificates, the lesser of (x) the per
annum rate set forth in the following
table for such Class and Accrual Period and
(y) the applicable Net Rate Cap
for such Class and the related Distribution
Date.
45
<PAGE>
----------------------------------------------------------------
Class
Pass-Through Rate (1) Pass-Through Rate (2)
----------------------------------------------------------------
AF-2
4.493%
4.493%
----------------------------------------------------------------
AF-3
4.638%
4.638%
----------------------------------------------------------------
AF-4
5.075%
5.075%
----------------------------------------------------------------
AF-5
5.362%
5.862%
----------------------------------------------------------------
AF-6
4.915%
4.915%
----------------------------------------------------------------
MF-1
5.163%
5.163%
----------------------------------------------------------------
MF-2
5.213%
5.213%
----------------------------------------------------------------
MF-3
5.263%
5.263%
----------------------------------------------------------------
MF-4
5.362%
5.362%
----------------------------------------------------------------
MF-5
5.461%
5.461%
----------------------------------------------------------------
MF-6
5.610%
5.610%
----------------------------------------------------------------
MF-7
5.750%
5.750%
----------------------------------------------------------------
MF-8
5.750%
5.750%
----------------------------------------------------------------
BF
5.750%
5.750%
----------------------------------------------------------------
(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;
(iii) commercial or finance company paper which is
then receiving the highest commercial or finance company
paper rating of each Rating Agency, or such lower rating as
each Rating Agency has confirmed in writing is sufficient
for the ratings originally assigned to the Certificates by
such Rating Agency;
(iv) certificates of deposit, demand or time
deposits, or bankers' acceptances issued by any depository
institution or trust company incorporated under the laws of
the United States or
of any state thereof and subject to
46
<PAGE>
supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or long
term unsecured debt obligations of such depository
institution or trust company (or in the case of the
principal depository institution in a holding company
system, the commercial paper or long-term unsecured debt
obligations of such holding company, but only if Moody's is
not a Rating Agency) are then rated one of the two highest
long-term and the highest short-term ratings of each such
Rating Agency for such securities, or such lower ratings as
each Rating Agency has confirmed in writing is sufficient
for the ratings originally assigned to the Certificates by
such Rating Agency;
(v) repurchase obligations with respect to any
security described in clauses (i) and (ii) above, in either
case entered into with a depository institution or trust
company (acting as principal) described in clause (iv)
above;
(vi) securities (other than stripped bonds,
stripped coupons or instruments sold at a purchase price in
excess of 115% of the face amount thereof) bearing interest
or sold at a discount issued by any corporation incorporated
under the laws of the United States or any state thereof
which, at the time of such investment, have one of the two
highest long term ratings of each Rating Agency (except (x)
if the Rating Agency is Moody's, such rating shall be the
highest commercial paper rating of S&P for any such
securities) and (y), or such lower rating as each Rating
Agency has confirmed in writing is sufficient for the
ratings originally assigned to the Certificates by such
Rating Agency;
(vii) interests in any money market fund which at
the date of acquisition of the interests in such fund and
throughout the time such interests are held in such fund has
the
highest applicable long term rating by each Rating
Agency or such lower rating as each Rating Agency has
confirmed in writing is sufficient for the ratings
originally assigned to the Certificates by such Rating
Agency;
(viii) short term investment funds sponsored by any
trust company or national banking association incorporated
under the laws of the United States or any state thereof
which on the date of acquisition has been rated by each
Rating Agency in their respective highest applicable rating
category or such lower rating as each Rating Agency has
confirmed in writing is sufficient for the ratings
originally assigned to the Certificates by such Rating
Agency; and
(ix) such other relatively risk free investments
having a specified
stated maturity and bearing interest or
sold at a discount acceptable to each Rating Agency as will
not result in the downgrading or withdrawal of the rating
then assigned to the Certificates by any Rating Agency, as
evidenced by a signed writing delivered by each Rating
Agency, and reasonably acceptable to the NIM Insurer, as
evidenced by a signed writing delivered by the NIM Insurer;
provided, that no such instrument shall be
a Permitted Investment if such
instrument (i) evidences the right to
receive interest only payments with
respect to the obligations underlying such
instrument, (ii) is purchased at a
premium or (iii) is purchased at a deep
discount; provided
47
<PAGE>
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.
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.
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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 $20,258,760.52.
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 2005-10." Funds in the
Pre-Funding Account shall be held
in trust for the Certificateholders for the
uses and purposes set forth in
this Agreement and shall not be a part of
any REMIC created hereunder,
provided, however that any investment
income earned from Permitted Investments
made with funds in the Pre-Funding Account
will be for the account of CHL.
Prepayment Assumption: The applicable rate of prepayment, as
described in the Prospectus Supplement
relating to the Certificates.
Prepayment Charge: With respect to any Mortgage Loan, the
charges or premiums, if any, due in
connection with a full or partial
prepayment of such Mortgage Loan within the
related Prepayment Charge Period
in accordance with the terms thereof (other
than any Master Servicer
Prepayment Charge Payment Amount).
Prepayment Charge Period: With respect to any Mortgage Loan,
the period of time during which a
Prepayment Charge may be imposed.
Prepayment Charge Schedule: As of the Initial Cut-off Date
with respect to each Initial Mortgage Loan
and as of the Subsequent Cut-off
Date with respect to each Subsequent
Mortgage Loan, a list attached hereto as
Schedule I (including the Prepayment Charge
Summary attached thereto), setting
forth the following information with
respect to each Prepayment Charge:
(i) the Mortgage Loan identifying number;
(ii) a code indicating the type of Prepayment
Charge;
(iii) the state of origination of the related
Mortgage Loan;
(iv) the date on which the first monthly payment
was due on the related Mortgage Loan;
(v) the term of the related Prepayment Charge; and
(vi) the principal balance of the related Mortgage
Loan as of the Cut-off Date.
As of the Closing Date, the Prepayment Charge Schedule shall
contain the necessary information for each
Initial Mortgage Loan. The
Prepayment Charge Schedule shall
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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,
minus (iv) (a) the Fixed Rate
Overcollateralization Reduction Amount for
such Distribution Date, in the case
of Loan Group 1, (b) the Group 2
Overcollateralization Reduction Amount for
such Distribution Date, in the case of Loan
Group 2 and (c) the Group 3
Overcollateralization Reduction Amount for
such Distribution Date, in the case
of Loan Group 3.
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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
2005-10". 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 MV-10, Class BV, Class C
and Class P Certificates.
Prospectus: The prospectus dated June 10, 2005, relating to
asset-backed securities to be sold by the
Depositor.
Prospectus Supplement: The prospectus supplement dated
September 15, 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.
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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 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
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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 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
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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 Insurance Policy: With respect to any Mortgage
Loan, any insurance policy that is required
to be maintained from time to time
under this Agreement.
Required Carryover Reserve Fund Deposit: With respect to any
Distribution Date, an amount equal to the
excess of (i) $10,000 over (ii) the
amount of funds on deposit in the Carryover
Reserve Fund.
Responsible Officer: When used with respect to the Trustee,
any Vice President, any Assistant Vice
President, the Secretary, any Assistant
Secretary, any Trust Officer or any other
officer of the Trustee customarily
performing functions similar to those
performed by any of the above designated
officers and also to whom, with respect to
a particular matter, such matter is
referred because of such officer's
knowledge of and familiarity with the
particular subject.
Rolling Sixty-Day Delinquency Rate: With respect to any
Distribution Date 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.
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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:
(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 amount of Current
Interest and Interest Carry Forward Amount
due and payable on the Interest
Bearing Certificates, over (y) Interest
Funds
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otherwise available to pay Current Interest
and the Interest Carry Forward
Amount on the Interest Bearing Certificates
for such Distribution Date (after
giving effect to the addition of any
amounts in clause (a) of this definition
of Seller Shortfall Interest Requirement to
Interest Funds for such
Distribution Date).
Senior Certificates: The Class AF, Class AV and Class A-R
Certificates.
Servicing Advances: All customary, reasonable and necessary
"out of pocket" costs and expenses incurred
in the performance by the Master
Servicer of its servicing obligations
hereunder, including, but not limited
to, the cost of (i) the preservation,
restoration and protection of a
Mortgaged Property, (ii) any enforcement or
judicial proceedings, including
foreclosures, (iii) the management and
liquidation of any REO Property and
(iv) compliance with the obligations under
Section 3.10.
Servicing Fee: As to each Mortgage Loan and any Distribution
Date, an amount equal to one month's
interest at the Servicing Fee Rate on the
Stated Principal Balance of such Mortgage
Loan for the preceding Distribution
Date or, in the event of any payment of
interest that accompanies a Principal
Prepayment in full made by the Mortgagor,
interest at the Servicing Fee Rate
on the Stated Principal Balance of such
Mortgage Loan for the period covered
by such payment of interest.
Servicing Fee Rate: With respect to each Mortgage Loan,
0.50% per annum.
Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the
administration and servicing of the
Mortgage Loans whose name and facsimile
signature appear on a list of
servicing officers furnished to the Trustee
by the Master Servicer on the
Closing Date pursuant to this Agreement, as
such list may from time to time be
amended.
Sixty-Day Delinquency Rate: With respect to any Distribution
Date and any Loan Group or Loan Groups, a
fraction, expressed as a percentage,
the numerator of which is the aggregate
Stated Principal Balance for such
Distribution Date of all Mortgage Loans in
such Loan Group or Loan Groups 60
or more days delinquent as of the close of
business on the last day of the
calendar month preceding such Distribution
Date (including Mortgage Loans in
foreclosure, bankruptcy and REO Properties)
and the denominator of which is
the aggregate Stated Principal Balance for
such Distribution Date of all
Mortgage Loans in such Loan Group or Loan
Groups.
Stated Principal Balance: With respect to any Mortgage Loan
or related REO Property (i) as of the
Cut-off Date, the unpaid principal
balance of the Mortgage Loan as of such
date (before any adjustment to the
amortization schedule for any moratorium or
similar waiver or grace period),
after giving effect to any partial
prepayments or Liquidation Proceeds
received prior to such date and to the
payment of principal due on or prior to
such date and irrespective any delinquency
in payment by the related
Mortgagor, and (ii) as of any other
Distribution Date, the Stated Principal
Balance of the Mortgage Loan as of its
Cut-off Date, minus the sum of (a) the
principal portion of the Scheduled Payments
(x) due with respect to such
Mortgage Loan during each Due Period ending
prior to such Distribution Date
and (y) that were received by the Master
Servicer as of the close of business
on the Determination Date related to
such
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Distribution Date or with respect to which
Advances were made as of the Master
Servicer Advance Date related to such
Distribution Date, (b) all Principal
Prepayments with respect to such Mortgage
Loan received by the Master Servicer
during each Prepayment Period ending prior
to such Distribution Date and (c)
all Liquidation Proceeds collected with
respect to such Mortgage Loan during
each Due Period ending prior to such
Distribution Date, to the extent applied
by the Master Servicer as recoveries of
principal in accordance with Section
3.12. The Stated Principal Balance of any
Mortgage Loan that becomes a
Liquidated Mortgage Loan will be zero on
each date following the Due Period in
which such Mortgage Loan becomes a
Liquidated Mortgage Loan. References herein
to the Stated Principal Balance of the
Mortgage Loans at any time shall mean
the aggregate Stated Principal Balance of
all Mortgage Loans in the Trust Fund
as of such time, and references herein to
the Stated Principal Balance of a
Loan Group at any time shall mean the
aggregate Stated Principal Balance of
all Mortgage Loans in such Loan Group at
such time.
Stepdown Target Subordination Percentage: For any Class of
Subordinate Certificates, the respective
percentage indicated in the following
table:
Stepdown Target
Subordination
Percentage
---------------
Class MF-1.....................
29.20%
Class MF-2.....................
23.90%
Class MF-3.....................
20.60%
Class MF-4.....................
17.70%
Class MF-5.....................
15.10%
Class MF-6.....................
12.60%
Class MF-7.....................
10.40%
Class MF-8.....................
8.50%
Class BF.......................
6.50%
Class MV-1.....................
