The Pooling and Servicing Agreement
EXECUTION
COPY
CWALT,
INC.,
Depositor
COUNTRYWIDE
HOME LOANS, INC.,
Seller
PARK
GRANADA LLC,
Seller
PARK
MONACO INC.,
Seller
PARK
SIENNA LLC,
Seller
COUNTRYWIDE
HOME LOANS SERVICING LP,
Master
Servicer
and
THE
BANK
OF NEW YORK,
Trustee
___________________________________
Dated
as
of February 1, 2007
___________________________________
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2007-J1
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Table
of Contents
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Page
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ARTICLE
I DEFINITIONS
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SECTION
1.01.
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General
Defined Terms and Defined Terms Related to the Group I
Certificates.
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I-1
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SECTION
1.02.
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Defined
Terms Related to the Group II Certificates.
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I-38
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SECTION
1.03.
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Certain
Interpretive Provisions.
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I-46
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ARTICLE
II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES
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SECTION
2.01.
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Conveyance
of Mortgage Loans.
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II-1
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SECTION
2.02.
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Acceptance
by Trustee of the Mortgage Loans.
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II-7
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SECTION
2.03.
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Representations,
Warranties and Covenants of the Sellers and Master
Servicer.
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II-10
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SECTION
2.04.
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Representations
and Warranties of the Depositor as to the Mortgage Loans.
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II-13
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SECTION
2.05.
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Delivery
of Opinion of Counsel in Connection with Substitutions.
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II-13
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SECTION
2.06.
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Execution
and Delivery of Certificates.
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II-14
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SECTION
2.07.
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REMIC
Matters.
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II-14
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SECTION
2.08.
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Covenants
of the Master Servicer.
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II-14
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ARTICLE
III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
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SECTION
3.01.
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Master
Servicer to Service Mortgage Loans.
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III-1
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SECTION
3.02.
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Subservicing;
Enforcement of the Obligations of Subservicers.
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III-2
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SECTION
3.03.
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Rights
of the Depositor, the NIM Insurer and the Trustee in Respect of
the Master
Servicer.
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III-2
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SECTION
3.04.
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Trustee
to Act as Master Servicer.
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III-2
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SECTION
3.05.
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Collection
of Mortgage Loan Payments; Certificate Account; Distribution Account;
Pre-Funding Account; Capitalized Interest Account; the Supplemental
Interest Trust and the Corridor Contract Reserve Fund; the Principal
Reserve Fund; Carryover Reserve Fund.
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III-3
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SECTION
3.06.
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Collection
of Taxes, Assessments and Similar Items; Escrow Accounts.
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III-8
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SECTION
3.07.
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Access
to Certain Documentation and Information Regarding the Mortgage
Loans.
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III-8
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SECTION
3.08.
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Permitted
Withdrawals from the Certificate Account, the Distribution Account,
the
Corridor Contract Reserve Fund, the Principal Reserve Fund and
the
Carryover Rserve Fund.
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III-9
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SECTION
3.09.
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Maintenance
of Hazard Insurance; Maintenance of Primary Insurance
Policies.
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III-11
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SECTION
3.10.
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Enforcement
of Due-on-Sale Clauses; Assumption Agreements.
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III-12
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SECTION
3.11.
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Realization
Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
Loans.
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III-13
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SECTION
3.12.
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Trustee
to Cooperate; Release of Mortgage Files.
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III-16
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SECTION
3.13.
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Documents,
Records and Funds in Possession of Master Servicer to be Held for
the
Trustee.
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III-17
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i
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SECTION
3.14.
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Servicing
Compensation.
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III-17
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SECTION
3.15.
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Access
to Certain Documentation.
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III-18
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SECTION
3.16.
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Annual
Statement as to Compliance.
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III-18
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SECTION
3.17.
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Errors
and Omissions Insurance; Fidelity Bonds.
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III-19
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SECTION
3.18.
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The
Corridor Contract.
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III-19
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SECTION
3.19.
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Prepayment
Charges.
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III-19
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ARTICLE
IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
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SECTION
4.01.
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Advances.
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IV-1
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SECTION
4.02.
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Priorities
of Distribution to Group I Certificates.
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IV-2
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SECTION
4.03.
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[Reserved].
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IV-8
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SECTION
4.04.
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Priorities
of Distribution to Group II Certificates..
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IV-8
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SECTION
4.05.
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Cross-Collateralization
for Alternative Loan Group I; Adjustments to Group I Available
Funds.
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IV-11
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SECTION
4.06.
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Monthly
Statements to Certificateholders.
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IV-12
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SECTION
4.07.
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Determination
of Pass-Through Rates for COFI Certificates.
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IV-13
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SECTION
4.08.
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Determination
of Pass-Through Rates for LIBOR Certificates.
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IV-13
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SECTION
4.09.
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Distributions
from the Corridor Contract Reserve Fund.
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IV-15
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SECTION
4.10.
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Class
3-A-2 Policy Matters.
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IV-15
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ARTICLE
V THE CERTIFICATES
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SECTION
5.01.
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The
Certificates.
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V-1
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SECTION
5.02.
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Certificate
Register; Registration of Transfer and Exchange of
Certificates.
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V-1
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SECTION
5.03.
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Mutilated,
Destroyed, Lost or Stolen Certificates.
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V-5
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SECTION
5.04.
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Persons
Deemed Owners.
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V-6
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SECTION
5.05.
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Access
to List of Certificateholders’ Names and Addresses.
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V-6
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SECTION
5.06.
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Maintenance
of Office or Agency.
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V-6
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SECTION
5.07.
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Depositable
and Exchangeable Certificates.
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V-6
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ARTICLE
VI THE DEPOSITOR AND THE MASTER SERVICER
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SECTION
6.01.
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Respective
Liabilities of the Depositor and the Master Servicer.
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VI-1
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SECTION
6.02.
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Merger
or Consolidation of the Depositor or the Master Servicer.
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VI-1
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SECTION
6.03.
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Limitation
on Liability of the Depositor, the Sellers, the Master Servicer,
the NIM
Insurer and Others.
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VI-1
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SECTION
6.04.
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Limitation
on Resignation of Master Servicer.
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VI-2
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ARTICLE
VII DEFAULT
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SECTION
7.01.
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Events
of Default.
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VII-1
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SECTION
7.02.
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Trustee
to Act; Appointment of Successor.
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VII-3
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SECTION
7.03.
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Notification
to Certificateholders.
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VII-4
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ii
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ARTICLE
VIII CONCERNING THE TRUSTEE
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SECTION
8.01.
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Duties
of Trustee.
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VIII-1
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SECTION
8.02.
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Certain
Matters Affecting the Trustee.
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VIII-2
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SECTION
8.03.
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Trustee
Not Liable for Certificates or Mortgage Loans.
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VIII-2
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SECTION
8.04.
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Trustee
May Own Certificates.
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VIII-3
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SECTION
8.05.
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Trustee’s
Fees and Expenses.
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VIII-3
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SECTION
8.06.
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Eligibility
Requirements for Trustee.
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VIII-3
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SECTION
8.07.
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Resignation
and Removal of Trustee.
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VIII-4
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SECTION
8.08.
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Successor
Trustee.
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VIII-5
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SECTION
8.09.
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Merger
or Consolidation of Trustee.
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VIII-5
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SECTION
8.10.
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Appointment
of Co-Trustee or Separate Trustee.
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VIII-5
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SECTION
8.11.
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Tax
Matters.
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VIII-7
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SECTION
8.12.
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Monitoring
of Significance Percentage.
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VIII-9
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ARTICLE
IX TERMINATION
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SECTION
9.01.
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Termination
upon Liquidation or Purchase of all Mortgage Loans.
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IX-1
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SECTION
9.02.
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Final
Distribution on the Certificates.
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IX-2
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SECTION
9.03.
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Additional
Termination Requirements.
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IV-4
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SECTION
9.04.
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Auction
of the Mortgage Loans and REO Properties in Aggregate Loan Group
II.
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IV-5
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ARTICLE
X MISCELLANEOUS PROVISIONS
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SECTION
10.01.
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Amendment.
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X-1
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SECTION
10.02.
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Recordation
of Agreement; Counterparts.
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X-2
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SECTION
10.03.
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Governing
Law.
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X-3
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SECTION
10.04.
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Intention
of Parties.
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X-3
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SECTION
10.05.
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Notices.
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X-4
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SECTION
10.06.
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Severability
of Provisions.
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X-5
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SECTION
10.07.
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Assignment.
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X-5
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SECTION
10.08.
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Limitation
on Rights of Certificateholders.
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X-5
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SECTION
10.09.
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Inspection
and Audit Rights.
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X-6
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SECTION
10.10.
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Certificates
Nonassessable and Fully Paid.
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X-6
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SECTION
10.11.
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[Reserved].
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X-7
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SECTION
10.12.
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Protection
of Assets.
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X-7
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SECTION
10.13.
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Rights
of NIM Insurer.
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X-7
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ARTICLE
XI EXCHANGE ACT REPORTING
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SECTION
11.01.
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Filing
Obligations.
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XI-1
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SECTION
11.02.
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Form
10-D Filings.
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XI-1
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SECTION
11.03.
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Form
8-K Filings.
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XI-2
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SECTION
11.04.
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Form
10-K Filings.
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XI-2
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SECTION
11.05.
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Xxxxxxxx-Xxxxx
Certification.
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XI-3
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iii
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SECTION
11.06.
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Form
15 Filing.
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XI-3
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SECTION
11.07.
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Report
on Assessment of Compliance and Attestation.
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XI-3
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SECTION
11.08.
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Use
of Subservicers and Subcontractors.
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XI-5
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SECTION
11.09.
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Amendments.
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XI-5
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SECTION
11.10.
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Reconciliation
of Accounts.
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XI-6
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iv
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SCHEDULES
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Schedule
I:
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Mortgage
Loan Schedule
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S-I-1
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Schedule
II-A:
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Representations
and Warranties of Countrywide
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S-II-A-1
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Schedule
II-B:
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Representations
and Warranties of Park Granada
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S-II-B-1
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Schedule
II-C
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Representations
and Warranties of Park Monaco Inc.
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S-II-C-1
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Schedule
II-D
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Representations
and Warranties of Park Sienna LLC
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S-II-D-1
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Schedule
III-A:
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Representations
and Warranties of Countrywide as to the Mortgage Loans
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S-III-A-1
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Schedule
III-B:
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Representations
and Warranties of Countrywide as to the Countrywide
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Mortgage
Loans
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S-III-B-1
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Schedule
III-C:
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Representations
and Warranties of Park Granada as to the Park Granada
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Mortgage
Loans
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S-III-C-1
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Schedule
III-D
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Representations
and Warranties of Park Monaco Inc. as to the Park Monaco Inc. Mortgage
Loans
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S-III-D-1
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Schedule
III-E
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Representations
and Warranties of Park Sienna LLC as to the Park Sienna LLC Mortgage
Loans
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S-III-E-1
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Schedule
IV:
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Representations
and Warranties of the Master Servicer
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S-IV-1
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Schedule
V:
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Principal
Balance Schedules (if applicable)
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S-V-1
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Schedule
VI:
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Form
of Monthly Master Servicer Report
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S-VI-I
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Schedule
VII:
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Prepayment
Charge Schedule
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S-VII-1
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Schedule
VIII:
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Schedule
of Available Exchanges of Depositable Certificates for Exchangeable
Certificates
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S-VIII-I
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EXHIBITS
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Exhibit
A:
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Form
of Senior Certificate and Exchangeable Certificate (excluding Notional
Amount Certificates)
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A-1
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Exhibit
B:
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Form
of Subordinated Certificate
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B-1
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Exhibit
C-1:
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Form
of Residual Certificate
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C-1-1
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Exhibit
C-2:
|
Form
of Prepayment Certificate
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C-2-1
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Exhibit
C-3
|
Form
of Class C Certificate
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C-3-1
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Exhibit
C-4:
|
[Reserved]
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C-4-1
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Exhibit
D:
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Form
of Notional Amount Certificate
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D-1
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Exhibit
E:
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Form
of Reverse of Certificates
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E-1
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Exhibit
F-1:
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Form
of Initial Certification of Trustee (Initial Mortgage
Loans)
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F-1-1
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Exhibit
F-2:
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Form
of Initial Certification of Trustee (Supplemental Mortgage
Loans)
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F-2-1
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Exhibit
G-1:
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Form
of Delay Delivery Certification of Trustee (Initial Mortgage
Loans)
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G-1-1
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Exhibit
G-2:
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Form
of Delay Delivery Certification of Trustee (Supplemental Mortgage
Loans)
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G-2-1
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Exhibit
H-1:
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Form
of Final Certification of Trustee (Initial Mortgage Loans)
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X-0-0
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Xxxxxxx
X-0:
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Form
of Final Certification of Trustee (Supplemental Mortgage
Loans)
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H-2-1
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Exhibit
I:
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Form
of Transfer Affidavit
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I-1
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Exhibit
J-1:
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Form
of Transferor Certificate (Residual)
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X-0-0
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Xxxxxxx
X-0:
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Form
of Transferor Certificate (Private)
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J-2-1
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Exhibit
K:
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Form
of Investment Letter [Non-Rule 144A]
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K-1
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Exhibit
L-1:
|
Form
of Rule 000X Xxxxxx
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X-0-0
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Xxxxxxx
X-0:
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Form
of ERISA Letter (Covered Certificates)
|
L-2-1
|
v
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Exhibit
M:
|
Form
of Request for Release (for Trustee)
|
M-1
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Exhibit
N:
|
Form
of Request for Release of Documents (Mortgage Loan - Paid in Full,
Repurchased and Replaced)
|
N-1
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Exhibit
O:
|
Form
of Financial Guaranty Insurance Policy
|
O-1
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Exhibit
P:
|
Form
of Supplemental Transfer Agreement
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P-1
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Exhibit
Q:
|
Standard
& Poor’s LEVELS® Version 5.7 Glossary Revised, Appendix
E
|
Q-1
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Exhibit
R:
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Form
of Corridor Contract
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R-1
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Exhibit
S-1:
|
Form
of Corridor Contract Assignment Agreement
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S-1-1
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Exhibit
S-2:
|
[Reserved]
|
S-2-1
|
|
Exhibit
T:
|
Form
of Officer’s Certificate with respect to Prepayments
|
T-1
|
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Exhibit
U:
|
Monthly
Report
|
U-1
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|
Exhibit
V-1:
|
Form
of Performance Certification (Subservicer)
|
V-1-1
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|
Exhibit
V-2:
|
Form
of Performance Certification (Trustee)
|
V-2-1
|
|
Exhibit
W:
|
Form
of Servicing Criteria to be Addressed in Assessment of Compliance
Statement
|
W-1
|
|
Exhibit
X:
|
List
of Item 1119 Parties
|
X-1
|
|
Exhibit
Y:
|
Form
of Xxxxxxxx-Xxxxx Certification (Replacement of Master
Servicer)
|
Y-1
|
THIS
POOLING AND SERVICING AGREEMENT, dated as of February 1, 2007, among CWALT,
INC., a Delaware corporation, as depositor (the “Depositor”), COUNTRYWIDE HOME
LOANS, INC. (“Countrywide”), a New York corporation, as a seller (a “Seller”),
PARK GRANADA LLC (“Park Granada”), a Delaware limited liability company, as a
seller (a “Seller”), PARK MONACO INC. (“Park Monaco”), a Delaware corporation,
as a seller (a “Seller”), PARK SIENNA LLC (“Park Sienna”), a Delaware limited
liability company, as a seller (a “Seller”) COUNTRYWIDE HOME LOANS SERVICING LP,
a Texas limited partnership, as master servicer (the “Master Servicer”), and THE
BANK OF NEW YORK, a banking corporation organized under the laws of the State
of
New York, as trustee (the “Trustee”).
WITNESSETH
THAT
In
consideration of the mutual agreements herein contained, the parties hereto
agree as follows:
PRELIMINARY
STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates. For federal income tax purposes, the
Trustee shall treat the Trust Fund as consisting of, among other things (1)
a
trust (the “ES Trust”) beneath which are one chain of three real estate mortgage
investment conduits (or in the alternative, the “Sub-WAC(SW) REMIC,” the Strip
(ST) REMIC” and the “Master REMIC”) and shall make all elections as necessary
for such treatment (2) another chain of REMICs consisting of two REMICs (or
in
the alternative, the “Lower Tier (LTR) REMIC,” and the “Upper Tier (UTR)
REMIC”).
The
Sub
WAC REMIC will hold all the assets of the Trust Fund relating to Loan Group
1
and Loan Group 2 (other than the Pre-Funding Account and the Capitalized
Interest Account) and will issue several classes of uncertificated Sub WAC
REMIC
Interests. The Class SW-A-R Interest is hereby designated as the
residual interest in the Sub WAC REMIC and each other Sub WAC REMIC Interest
is
hereby designated as a regular interest in the Sub WAC REMIC. The ST
REMIC will hold all the regular interests in the Sub WAC REMIC and will issue
several classes of uncertificated ST REMIC Interests. The Class
ST-A-R Interest is hereby designated as the residual interest in the ST REMIC
and each other ST REMIC Interest is hereby designated as a regular interest
in
the ST REMIC. The Master REMIC will hold all the regular interests in the
ST
REMIC and will issue several classes of uncertificated Master REMIC
Interests. The Class MR-A-R Interest is hereby designated as the
residual interest in the Master REMIC and each other Master REMIC Interest
is
hereby designated as a regular interest in the Master REMIC.
vi
The
ES
Trust shall hold the Class SW-A-R Interest, Class ST-A-R Interest, the Class
MR-A-R Interest and all Master REMIC regular interests and the ES Trust shall
issue the Group I Certificates. Each Group I Certificate, other than
the Class A-R Certificate, will represent ownership of one or more of the
Master
REMIC regular interests held by the ES Trust. The Class A-R
Certificate will represent ownership of the Class SW-A-R Interest, Class
ST-A-R
Interest and the Class MR-A-R, which are, respectively, the sole Classes
of
REMIC residual interest in each of the Sub WAC REMIC, ST REMIC and the Master
REMIC.
For
federal income tax purposes the Trustee shall treat the ES Trust as a Grantor
Trust and shall treat each Holder of an ES Trust Certificate as the owner
of the
individual, underlying assets represented by such ES Trust
Certificate. In addition, to the fullest extent possible, ownership
of an ES Trust Certificate shall be treated as direct ownership of the
individual, underlying assets represented by such ES Trust Certificate for
federal income tax reporting purposes.
The
Lower
Tier REMIC will hold all the assets of the Trust Fund relating to Loan Group
3
and will issue several classes of uncertificated Lower Tier REMIC
Interests. The Class LTR-A-R Interest is hereby designated as the
residual interest in the Lower Tier REMIC and each other Lower
Tier REMIC Interest is hereby designated as a regular interest in the
Lower Tier REMIC. The Upper Tier REMIC will hold all the regular
interests in the Lower Tier REMIC (other than the Class LTR-A-R Interest)
and
will issue several classes of Certificates. The Class 3-A-R Interest
is hereby designated as the residual interest in the Upper Tier REMIC and
each
other Upper Tier REMIC Interest is hereby designated as a regular interest
in
the Master REMIC. The Class 3-A-R Certificates will also represent
ownership of the Class LTR-A-R Interest. All other Group II
Certificates will represent one or more Classes of regular interests in the
Upper Tier REMIC.
The
“latest possible maturity date,” for federal income tax purposes, of all REMIC
regular interests created hereby will be the Latest Possible Maturity
Date.
The
ES
Trust, the Corridor Contract, the Supplemental Interest Trust and the Corridor
Contract Reserve Fund will not form part of any REMIC.
-
I
-
THE
ES
TRUST, SUB-WAC REMIC, STRIP REMIC AND MASTER REMIC
The
following table sets forth characteristics of the ES Trust Certificates,
together with the minimum denominations and integral multiples in excess
thereof
in which such Classes shall be issuable (except that one Residual Certificate
representing the Tax Matters Person Certificate may be issued in a different
amount):
2
|
Class
Designation
|
Initial
Maximum Class Certificate Balance
|
Pass-Through
Rate
(per annum)
|
Minimum
Denomination
|
Integral
Multiples in Excess of Minimum
|
Classes
of Master REMIC Interests Represented
(1)
|
|
Class
1-A-1
|
$125,000,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X.
|
|
Class
1-A-2
|
$20,881,000
|
5.75%
|
$1,000
|
$1
|
MR-1-A-2
|
|
Class
1-A-3
|
$8,438,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X.
|
|
Class
1-A-4
|
$18,540,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X, XX-0-X-0X0, XX-0-X-0X0, MR-1-A-4E,
XX-0-X-0X.
XX-0-X-0X, XX-0-X-0X, XX-0-X-0X.
|
|
Class
1-A-5
|
$18,540,000
|
5.25%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X0, XX-0-X-0X0, XX-0-X-0X,
|
|
Class
1-A-6
|
$18,540,000
|
5.50%
|
$25,000
|
$1
|
MR-1-A-4A
and (MR-1-A-4B or MR-1-A-4C) MR-1-A-4D and (MR-1-A-4E or
MR-1-A-4F).
MR-1-A-4G and ( MR-1-A-4H or MR-1-A-4I).
|
|
Class
1-A-7
|
$1,612,173(2)
|
5.75%
|
$25,000(3)
|
$1(3)
|
MR-1-A-4B
and/or MR-1-A-4C, MR-1-A-4E and or XX-0-X-0X. XX-0-X-0X and or
MR-1-A-4I..
|
|
Class
1-A-8
|
$17,767,500
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X, XX-0-X-0X0, XX-0-X-0X, XX-0-X-0X. XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X.
|
|
Class
1-A-9
|
$772,500
|
(4)
|
$25,000
|
$1
|
MR-1-A-4-D1
|
|
Class
1-A-10
|
$17,367,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X,
|
|
Class
1-A-11
|
$1,173,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0X0,
XX-0-X-0X0, XX-0-X-0X, XX-0-X-0X. XX-0-X-0X, XX-0-X-0X,
XX-0-X-0X.
|
|
Class
1-A-12
|
$133,438,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X.
|
|
Class
1-A-13
|
$133,438,000
|
5.25%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X
|
|
Class
1-A-14
|
$133,438,000
|
5.50%
|
$25,000
|
$1
|
MR-1-A-1A
and (MR-1-A-1B or MR-1-A-1C) MR-1-A-3A and (MR-1-A-3B or
MR-1-A-3C).
|
|
Class
1-A-15
|
$11,603,304(2)
|
5.75%
|
$25,000(3)
|
$1(3)
|
(MR-1-A-1B
and/or MR-1-A-1C) and (MR-1-A-3B and/or
MR-1-A-3C).
|
|
Class
2-A-1
|
$10,000,000
|
(5)
|
$25,000
|
$1
|
MR-2-A-1
|
|
Class
2-A-2
|
$10,000,000(2)
|
(6)
|
$25,000(3)
|
$1(3)
|
MR-2-A-1
|
|
Class
2-A-3
|
$26,500,000
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X
|
|
Class
2-A-4
|
$2,000,000
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X
|
|
Class
2-A-5
|
$11,500,000
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X
|
|
Class
2-A-6
|
$40,000,000
|
(7)
|
$25,000
|
$1
|
MR-2-A-6
|
|
Class
2-A-7
|
$40,000,000(2)
|
(8)
|
$25,000(3)
|
$1(3)
|
MR-2-A-7
|
|
Class
2-A-8
|
$58,572,000
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X
|
|
Class
2-A-9
|
$5,714,000
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X
|
|
Class
2-A-10
|
$38,568,000
|
6.00%
|
$25,000
|
$1
|
XX-0-X-00X,
XX-0-X-00X, XX-0-X-00X
|
|
Class
2-A-11
|
$26,500,000
|
5.25%
|
$25,000
|
$1
|
MR-2-A-3A
|
|
Class
2-A-12
|
$26,500,000
|
5.50%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X
|
|
Class
2-A-13
|
$26,500,000
|
5.75%
|
$25,000
|
$1
|
MR-2-A-3A, MR-2-A-3C.
|
|
Class
2-A-14
|
$3,312,500(2)
|
6.00%
|
$25,000(3)
|
$1(3)
|
MR-2-A-3B
and/or MR-2-A-3C
|
|
Class
2-A-15
|
$2,000,000
|
5.25%
|
$25,000
|
$1
|
MR-2-A-4A
|
|
Class
2-A-16
|
$2,000,000
|
5.50%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X
|
|
Class
2-A-17
|
$2,000,000
|
5.75%
|
$25,000
|
$1
|
MR-2-A-4A, MR-2-A-4C.
|
|
Class
2-A-18
|
$250,000(2)
|
6.00%
|
$25,000(3)
|
$1(3)
|
MR-2-A-4B
and/or MR-2-A-4C
|
|
Class
2-A-19
|
$11,500,000
|
5.25%
|
$25,000
|
$1
|
MR-2-A-5A
|
|
Class
2-A-20
|
$11,500,000
|
5.50%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X
|
|
Class
2-A-21
|
$11,500,000
|
5.75%
|
$25,000
|
$1
|
MR-2-A-5A, MR-2-A-5C.
|
|
Class
2-A-22
|
$1,437,500(2)
|
6.00%
|
$25,000(3)
|
$1(3)
|
MR-2-A-5B
and/or MR-2-A-5C
|
|
Class
2-A-23
|
$58,572,000
|
5.25%
|
$25,000
|
$1
|
MR-2-A-8A
|
|
Class
2-A-24
|
$58,572,000
|
5.50%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X
|
|
Class
2-A-25
|
$58,572,000
|
5.75%
|
$25,000
|
$1
|
MR-2-A-8A, MR-2-A-8C.
|
|
Class
2-A-26
|
$7,321,500(2)
|
6.00%
|
$25,000(3)
|
$1(3)
|
MR-2-A-8B
and/or MR-2-A-8C
|
|
Class
2-A-27
|
$5,714,000
|
5.25%
|
$25,000
|
$1
|
MR-2-A-9A
|
|
Class
2-A-28
|
$5,714,000
|
5.50%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X
|
|
Class
2-A-29
|
$5,714,000
|
5.75%
|
$25,000
|
$1
|
MR-2-A-9A, MR-2-A-9C.
|
|
Class
2-A-30
|
$714,250(2)
|
6.00%
|
$25,000(3)
|
$1(3)
|
MR-2-A-9B
and/or MR-2-A-9C
|
|
Class
2-A-31
|
$38,568,000
|
5.25%
|
$25,000
|
$1
|
MR-2-A-10A
|
|
Class
2-A-32
|
$38,568,000
|
5.50%
|
$25,000
|
$1
|
MR-2-A-10A,
MR-2-A-10B
|
|
Class
2-A-33
|
$38,568,000
|
5.75%
|
$25,000
|
$1
|
MR-2-A-10A, MR-2-A-10C.
|
|
Class
2-A-34
|
$4,821,000(2)
|
6.00%
|
$25,000(3)
|
$1(3)
|
MR-2-A-10B
and/or MR-2-A-10C
|
|
Class
2-A-35
|
$64,286,000
|
5.25%
|
$25,000
|
$1
|
MR-2-A-8A,
MR-2-A-9A
|
|
Class
2-A-36
|
$64,286,000
|
5.50%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X, XX-0-X-0X
|
|
Class
2-A-37
|
$64,286,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0X, XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X.
|
|
Class
2-A-38
|
$8,035,750(2)
|
6.00%
|
$25,000(3)
|
$1(3)
|
MR-2-A-8B
and/or MR-2-A-8C, MR-2-A-9B and/or MR-2-A-9C
|
|
Class
2-A-39
|
$28,500,000
|
5.25%
|
$25,000
|
$1
|
MR-2-A-3A,
MR-2-A-4A
|
|
Class
2-A-40
|
$28,500,000
|
5.50%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X, XX-0-X-0X
|
|
Class
2-A-41
|
$28,500,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0X, XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X.
|
|
Class
2-A-42
|
$3,562,500(2)
|
6.00%
|
$25,000(3)
|
$1(3)
|
MR-2-A-3B
and/or MR-2-A-3C, MR-2-A-4B and/or MR-2-A-4C
|
|
Class
2-A-43
|
$28,500,000
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X, XX-0-X-0X, XX-0-X-0X, XX-0-X-0X
|
|
Class
2-A-44
|
$64,286,000
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X, XX-0-X-0X, XX-0-X-0X, XX-0-X-0X
|
|
Class
X
|
$385,884,298(2)
|
(9)
|
$25,000(3)
|
$1(3)
|
MR-X
|
|
Class
PO
|
$164,880
|
(4)
|
$25,000
|
$1
|
MR-PO
|
|
Class A-R(10)
|
$100
|
5.75%
|
(10)
|
(10)
|
MR-A-R,
ST-A-R, SW-A-R
|
|
Class
M
|
$13,144,500
|
(11)
|
$25,000
|
$1
|
MR-M
|
|
Class
B-1
|
$4,905,000
|
(11)
|
$25,000
|
$1
|
MR-B-1
|
|
Class
B-2
|
$3,139,000
|
(11)
|
$25,000
|
$1
|
MR-B-2
|
|
Class
B-3
|
$2,158,100
|
(11)
|
$100,000
|
$1
|
MR-B-3
|
|
Class
B-4
|
$1,765,700
|
(11)
|
$100,000
|
$1
|
MR-B-4
|
|
Class
B-5
|
$1,373,565
|
(11)
|
$100,000
|
$1
|
MR-B-5
|
|
Class
P
|
$100
|
(12)
|
(12)
|
(12)
|
MR-P
|
__________________________________________
|
(1)
|
See
Schedule VIII for information regarding the Recombinations of the
Depositable and Exchangeable Certificates related to these uncertificated
Master REMIC Interests.
|
|
(2)
|
This
Class will be a Class of Notional Amount Certificates, will have
no Class
Certificate Balance and will bear interest on its Notional
Amount.
|
|
(3)
|
Minimum
denomination is based on the Notional Amount of such
Class.
|
|
(4)
|
The
Class 1-A-9 and Class PO Certificates are Principal Only Certificates
and
will not receive any distributions of
interest.
|
|
(5)
|
The
Pass-Through Rate for the Class 2-A-1 Certificates for the Interest
Accrual Period for each Distribution Date will be a per annum rate
equal
to LIBOR plus 0.20%, subject to a maximum and minimum Pass-Through
Rate of
6.00% and 0.20% per annum, respectively. The Pass-Through Rate
for the Class 2-A-1 Certificates for the Interest Accrual Period
for the
first Distribution Date is 5.52% per
annum.
|
|
(6)
|
The
Pass-Through Rate for the Class 2-A-2 Certificates for the Interest
Accrual Period for each Distribution Date will be a per annum rate
equal
to 5.80% minus LIBOR, subject to a maximum and minimum Pass-Through
Rate
of 5.80% and 0.00% per annum, respectively. The Pass-Through
Rate for the Class 2-A-2 Certificates for the Interest Accrual
Period for
the first Distribution Date is 0.48% per
annum.
|
|
(7)
|
The
Pass-Through Rate for the Class 2-A-6 Certificates for the Interest
Accrual Period for each Distribution Date will be a per annum rate
equal
to LIBOR plus 0.60%, subject to a maximum and minimum Pass-Through
Rate of
6.00% and 0.60% per annum, respectively. The Pass-Through Rate
for the Class 2-A-6 Certificates for the Interest Accrual Period
for the
first Distribution Date is 5.92% per
annum.
|
3
|
(8)
|
The
Pass-Through Rate for the Class 2-A-7 Certificates for the Interest
Accrual Period for each Distribution Date will be a per annum rate
equal
to 5.40% minus LIBOR, subject to a maximum and minimum Pass-Through
Rate
of 5.40% and 0.00% per annum, respectively. The Pass-Through
Rate for the Class 2-A-7 Certificates for the Interest Accrual
Period for
the first Distribution Date is 0.08% per
annum.
|
|
(9)
|
The
Pass-Through Rate for the Class X Certificates during the Interest
Accrual
Period for each Distribution Date will equal the weighted average
of the
Pass-Through Rates of the Class X-1 and the Class X-2 Components,
weighted
on the basis of their respective Component Notional Amounts immediately
prior to such Distribution Date. The Pass-Through Rate for the
Class X
Certificates for the Interest Accrual Period for the first Distribution
Date is 0.66332% per annum.
|
|
(10)
|
The
Class A-R Certificates represent the sole Class of residual interest
in
the Master REMIC and in Lower Tier REMIC. The Class A R
Certificate shall be issued by the ES Trust as two separate certificates,
one with an initial Certificate Balance of $99.99 and the Tax Matters
Person Certificate with an initial Certificate Balance of
$0.01.
|
|
(11)
|
The
Pass-Through Rate for each Class of Group I Subordinated Certificates
for
the Interest Accrual Period related to each Distribution Date will
be a
per annum rate equal to the sum of:
|
|
|
·
|
5.75%
multiplied by the excess of the aggregate Stated Principal Balance
of the
Mortgage Loans in Loan Group 1 as of the Due Date in the month
preceding
the calendar month of that Distribution Date (after giving effect
to
Principal Prepayments received in the Prepayment Period related
to such
prior Due Date) over the aggregate Class Certificate Balance of
the Group
1 Senior Certificates immediately prior to that Distribution Date,
and
|
|
|
·
|
6.00%
multiplied by the excess of the aggregate Stated Principal Balance
of the
Mortgage Loans in Loan Group 2 as of the Due Date in the month
preceding
the calendar month of that Distribution Date (after giving effect
to
Principal Prepayments received in the Prepayment Period related
to such
prior Due Date) over the aggregate Class Certificate Balance of
the Group
2 Senior Certificates immediately prior to that Distribution
Date,
|
divided
by the aggregate Class Certificate Balance of the Group I Subordinated
Certificates immediately prior to that Distribution Date. The
Pass-Through Rate for each Class of Group I Subordinated Certificates for
the
Interest Accrual Period for the first Distribution Date is 5.88179%
per annum
|
(12)
|
The
Class P Certificates will also have a notional amount equal to
the
aggregate Stated Principal Balance of the Mortgage Loans in Aggregate
Loan
Group I with a Prepayment Charge. The Class P Certificates are
issuable in minimum notional amounts equal to a 20% Percentage
Interest
and any amount in excess thereof.
|
4
The
following table specifies the class designation, interest rate, and principal
amount for each class of Master REMIC Interest:
|
Master
REMIC Interest
|
Initial
Principal Balance
|
Interest
Rate
|
Possible
Corresponding ES Trust Certificates
|
|
MR-1-A-1A
|
$125,000,000
|
5.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$125,000,000
|
0.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$125,000,000
|
0.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX
0-X-0
|
$20,881,000
|
5.75%
|
0-X-0
|
|
XX-0-X-0X
|
$8,438,000
|
5.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$8,438,000
|
0.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$8,438,000
|
0.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X
|
$17,367,000
|
5.25%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$17,367,000
|
0.25%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0
|
|
XX-0-X-0X(0)
|
$17,367,000
|
0.25%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0
|
|
XX-0-X-0X0
|
$772,500
|
0.00%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0, 0-X-00, 0-X-00
|
|
XX-0-X-0X0(0)
|
$772,500
|
5.25%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$772,500
|
0.25%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0
|
|
XX-0-X-0X(0)
|
$772,500
|
0.25%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0
|
|
XX-0-X-0X
|
$400,500
|
5.25%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$400,500
|
0.25%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0
|
|
XX-0-X-0X(0)
|
$400,500
|
0.25%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0
|
|
XX-0-X-0
|
$10,000,000
|
(2)
|
2-A-1
|
|
MR-2-A-2(1)
|
$10,000,000
|
(3)
|
2-A-2
|
|
MR-2-A-3A
|
$26,500,000
|
5.25%
|
2-A-3, 2-A-11,
0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$26,500,000
|
0.25%
|
0-X-0, 0-X-00,
0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$26,500,000
|
0.50%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00 0-X-00, 0-X-00
|
|
XX-0-X-0X
|
$2,000,000
|
5.25%
|
2-A-4, 2-A-15,
0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$2,000,000
|
0.25%
|
0-X-0, 0-X-00,
0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$2,000,000
|
0.50%
|
0-X-0, 0-X-00,
0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X
|
$11,500,000
|
5.25%
|
0-X-0, 0-X-00,
0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$11,500,000
|
0.25%
|
0-X-0, 0-X-00,
0-X-00
|
|
XX-0-X-0X(0)
|
$11,500,000
|
0.50%
|
2-A-5, 2-A-21,
2-A-22.
|
|
MR-2-A-6
|
$40,000,000
|
(4)
|
2-A-6
|
|
MR-2-A-7(1)
|
$40,000,000
|
(5)
|
2-A-7
|
|
MR-2-A-8A
|
$58,572,000
|
5.25%
|
2-A-8, 2-A-23,
0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$58,572,000
|
0.25%
|
0-X-0, 0-X-00,
0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$58,572,000
|
0.50%
|
0-X-0, 0-X-00,
0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X
|
$5,714,000
|
5.25%
|
2-A-9, 2-A-27,
0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$5,714,000
|
0.25%
|
0-X-0, 0-X-00,
0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$5,714,000
|
0.50%
|
0-X-0, 0-X-00,
0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-00X
|
$38,568,000
|
5.25%
|
0-X-00, 0-X-00,
0-X-00, 0-X-00
|
|
XX-0-X-00X(0)
|
$38,568,000
|
0.25%
|
0-X-00, 0-X-00,
0-X-00
|
|
XX-0-X-00X(0)
|
$38,568,000
|
0.50%
|
0-X-00, 0-X-00,
0-X-00
|
|
XX-X
|
(6)
|
(6)
|
X
|
|
MR-1-$100
|
$100
|
5.75%
|
A-R
|
|
MR-PO
|
$164,880
|
(7)
|
PO
|
|
MR-M
|
$13,144,500
|
(8)
|
M
|
|
MR-B-1
|
$4,905,000
|
(8)
|
B-1
|
|
MR-B-2
|
$3,139,000
|
(8)
|
B-2
|
|
MR-B-3
|
$2,158,100
|
(8)
|
B-3
|
|
MR-B-4
|
$1,765,700
|
(8)
|
B-4
|
|
MR-B-5
|
$1,373,565
|
(8)
|
B-5
|
|
MR-A-R(9)
|
$100
|
(7)
|
A-R
|
|
MR-P
|
$100
|
(10)
|
M-P
|
|
(1)
|
This
Class will be a Class of Notional Amount Master REMIC Interest,
will have
no principle balance and will bear interest on its notional
amount.
|
|
(2)
|
The
Class MR-2-A-1 Master REMIC Interests will bear interest during
each
Interest Accrual Period at a per annum rate of LIBOR plus 0.20%,
subject
to a maximum and minimum Pass-Through Rate of 6.00% and 0.20% per
annum,
respectively.
|
|
(3)
|
The
Class MR-2-A-2 Master REMIC Interests will bear interest during
each
Interest Accrual Period at a per annum rate of 5.80% minus LIBOR,
subject
to a maximum and minimum Pass-Through Rate of 5.80% and 0.00% per
annum,
respectively.
|
|
(4)
|
The
Class MR-2-A-6 Master REMIC Interests will bear interest during
each
Interest Accrual Period at a per annum rate of LIBOR plus 0.60%,
subject
to a maximum and minimum Pass-Through Rate of 6.00% and 0.60% per
annum,
respectively.
|
5
|
(5)
|
The
Class MR-2-A-7 Master REMIC Interests will bear interest during
each Interest Accrual Period at a per annum rate of 5.40% minus
LIBOR,
subject to a maximum and minimum Pass-Through Rate of 5.40% and
0.00% per
annum, respectively.
|
|
(6)
|
The
MR-X Master REMIC Interest is entitled to receive on each Distribution
Date all amounts payable with respect to the ST-X ST REMIC
Interest.
|
|
(7)
|
This
Class of Master REMIC Interest pays no
interest.
|
|
(8)
|
Master
REMIC Interests will bear interest during each Interest Accrual
Period at
a per annum rate equal to the Subordinate Pass-through
Rate.
|
|
(9)
|
The
Class MR-A-R Master REMIC Interest represents the sole Class of
residual
interest in the Master REMIC..
|
|
(10)
|
(10)
The MR-P Master REMIC Interest is entitled to all amounts payable
with
respect to the ST-P ST REMIC
Interest
|
The
following table specifies the class designation, interest rate, and principal
amount for each class of Strip REMIC Interests:
|
Strip
REMIC Interest
|
Initial
Principal Balance
|
Interest
Rate
|
Corresponding
Master REMIC Interest
|
|
ST-1-A-1
|
$125,000,000
|
5.75%
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X(0)
|
|
XX-0-X-0
|
$20,881,000
|
5.75%
|
XX-0-X-0
|
|
XX-0-X-0
|
$8,438,000
|
5.75%
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X(0)
|
|
XX-0-X-0X
|
$17,367,000
|
5.75%
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X(0)
|
|
XX-0-X-0X
|
$772,500
|
5.75%
|
XX-0-X-0X0,
XX-0-X-0X0, XX-0-X-0X, XX-0-X-0X(0)
|
|
XX-0-X-0X
|
$400,500
|
5.75%
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X(0)
|
|
ST-X
|
(6)
|
(7)
|
MR-X
|
|
ST-2-A-1
|
$10,000,000
|
6.00%
|
XX-0-X-0,
XX-0-X-0(0)
|
|
XX-0-X-0
|
$26,500,000
|
6.00%
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X(0)
|
|
XX-0-X-0
|
$2,000,000
|
6.00%
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X(00)
|
|
XX-0-X-0
|
$11,500,000
|
6.00%
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X(00)
|
|
XX-0-X-0
|
$40,000,000
|
6.00%
|
XX-0-X-0,
XX-0-X-0 (12)
|
|
ST-2-A-8
|
$58,572,000
|
6.00%
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X(00)
|
|
XX-0-X-0
|
$5,714,000
|
6.00%
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X(00)
|
|
ST-2-A-10
|
$38,568,000
|
6.00%
|
XX-0-X-00X,
XX-0-X-00X, XX-0-X-00X(00)
|
|
ST-1-$100
|
$100.00
|
5.75%
|
MR-A-R
|
|
ST-PO
|
$164,880
|
(16)
|
MR-PO
|
|
ST-M
|
$13,144,500
|
(17)
|
MR-M
|
|
ST-B-1
|
$4,905,000
|
(17)
|
XX-X-0
|
|
XX-X-0
|
$3,139,000
|
(17)
|
XX-X-0
|
|
XX-X-0
|
$2,158,100
|
(17)
|
XX-X-0
|
|
XX-X-0
|
$1,765,700
|
(17)
|
MR-B-4
|
|
ST-B-5
|
$1,373,565
|
(17)
|
MR-B-5
|
|
ST-A-R
|
(18)
|
(18)
|
N/A
|
|
ST-P
|
(19)
|
(19)
|
MR-P
|
|
(1)
|
For
each Distribution Date, each of the Class MR-1-A-1B and MR-1-A-1C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-1-A-1 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-1-A-1B and MR-1-A-1C Master
REMIC
Interests are each entitled to interest payable on the Class ST-1-A-1
Strip REMIC Interest at a per annum rate equal to
0.25%.
|
|
(2)
|
For
each Distribution Date, each of the Class MR-1-A-3B and MR-1-A-3C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-1-A-3 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-1-A-3B and MR-1-A-3C Master
REMIC
Interests are each entitled to interest payable on the Class ST-1-A-3
Strip REMIC Interest at a per annum rate equal to
0.25%.
|
|
(3)
|
For
each Distribution Date, each of the Class MR-1-A-4B and MR-1-A-4C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-1-A-4A Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-1-A-4B and MR-1-A-4C Master
REMIC
Interests are each entitled to interest payable on the Class ST-1-A-4A
Strip REMIC Interest at a per annum rate equal to
0.25%.
|
|
(4)
|
For
each Distribution Date, each of the Class MR-1-A-4D2, Class MR-1-A-4E
and
MR-1-A-4F Master REMIC Interests are entitled to specified portions
of the
interest payable on the Class ST-1-A-4B Strip REMIC
Interest. Specifically, for each Distribution Date, the Class
MR-1-A-4D2, Class MR-1-A-4E and MR-1-A-4F Master REMIC Interests
are each
entitled to interest payable on the Class ST-1-A-4B Strip REMIC
Interest at a per annum rate equal to 5.25%, 0.25% and 0.25%,
respectively.
|
|
(5)
|
For
each Distribution Date, each of the Class MR-1-A-4H and MR-1-A-4I
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-1-A-4C Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-1-A-4H and MR-1-A-4I Master
REMIC
Interests are each entitled to interest payable on the Class ST-1-A-4C
Strip REMIC Interest at a per annum rate equal to
0.25%.
|
|
(6)
|
This
Class of Strip REMIC Interest pays no
principal.
|
|
(7)
|
For
each Distribution Date, the Class ST-X Strip REMIC Interest is
entitled to
all the interest payable with respect to the Class SW-X-1 Sub WAC
REMIC
Interest and the Class SW-X-2 Sub WAC REMIC
Interest.
|
6
|
(8)
|
For
each Distribution Date, the Class MR-2-A-2 Master REMIC Interest
is
entitled to a specified portion of the interest payable on each
of the
Class ST-2-A-1 ST REMIC Interest. Specifically, for each
Distribution Date, the Class MR-2-A-2 Master REMIC Interest is
entitled to
interest payable on the Class ST-2-A-1 ST REMIC Interest at a
per annum rate equal to 5.80% minus LIBOR, but not less than
0.00%.
|
|
(9)
|
For
each Distribution Date, each of the Class MR-2-A-3B and MR-2-A-3C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-2-A-3 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-2-A-3B and MR-2-A-3C Master
REMIC
Interests are each entitled to interest payable on the Class ST-2-A-3
Strip REMIC Interest at a per annum rate equal to 0.25% and
0.50%, respectively.
|
|
(10)
|
For
each Distribution Date, each of the Class MR-2-A-4B and MR-2-A-4C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-2-A-4 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-2-A-4B and MR-2-A-4C Master
REMIC
Interests are each entitled to interest payable on the Class ST-2-A-4
Strip REMIC Interest at a per annum rate equal to 0.25% and
0.50%, respectively.
|
|
(11)
|
For
each Distribution Date, each of the Class MR-2-A-5B and MR-2-A-5C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-2-A-5 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-2-A-5B and MR-2-A-5C Master
REMIC
Interests are each entitled, respectively, to interest payable
on the
Class ST-1-A-5 Strip REMIC Interest at a per annum rate equal
to 0.25% and 0.50%.
|
|
(12)
|
For
each Distribution Date, the Class MR-2-A-7 Master REMIC Interest
is
entitled to a specified portion of the interest payable on each
of the
Class ST-2-A-6 ST REMIC Interest. Specifically, for each
Distribution Date, the Class MR-2-A-7 Master REMIC Interest is
entitled to
interest payable on the Class ST-2-A-6 ST REMIC Interest at a
per annum rate equal to 5.40% minus LIBOR, but not less than
0.00%.
|
|
(13)
|
For
each Distribution Date, each of the Class MR-2-A-8B and MR-2-A-8C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-2-A-8 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-2-A-8B and MR-2-A-8C Master
REMIC
Interests are each entitled, respectively, to interest payable
on the
Class ST-2-A-8 Strip REMIC Interest at a per annum rate equal
to 0.25% and 0.50%.
|
|
(14)
|
For
each Distribution Date, each of the Class MR-2-A-9B and MR-2-A-9C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-2-A-9 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-2-A-9B and MR-2-A-9C Master
REMIC
Interests are each entitled to interest payable on the Class ST-2-A-9
Strip REMIC Interest at a per annum rate equal to 0.25% and 0.50%,
respectively.
|
|
(15)
|
For
each Distribution Date, each of the Class MR-2-A-10B and MR-2-A-10C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-2-A-10 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-2-A-10B and MR-2-A-1C Master
REMIC
Interests are each entitled to interest payable on the Class ST-1-A-10
Strip REMIC Interest at a per annum rate equal to 0.25% and
0.50%, respectively.
|
|
(16)
|
This
class of Master REMIC Interest pays no interest. It is entitled
to all amounts payable with respect to the SW-PO-1 and SW-PO-2
Sub WAC
REMIC Interests
|
7
|
(17)
|
The
Subordinate Pass-Through Rate.
|
|
(18)
|
The
ST-A-R is the sole class of residual interest in the Strip
REMIC. It pays no interest or
principal.
|
|
(19)
|
The
ST-P ST REMIC Interest is entitled to all amounts payable with
respect to
the SW-P Sub WAC REMIC Interest.
|
On
each
Distribution Date, interest shall be payable on the ST REMIC Interests according
the formulas described above, and principal, Realized Losses and Subsequent
Recoveries shall be allocated among the ST REMIC Interests in the same manner
that such items are allocated among their corresponding Master REMIC Interest
Classes.
The
following table specifies the class designation, interest rate, and principal
amount for each class of Sub WAC REMIC Interests:
|
Sub
WAC
REMIC
Interest Designation
|
Initial
Principal
Balance
|
Interest
Rate
|
Corresponding
Loan
Group
|
|
SW-A-1
|
(1)
|
5.75%
|
1
|
|
SW-B-1
|
(1)
|
5.75%
|
1
|
|
SW-C-1
|
(1)
|
5.75%
|
1
|
|
SW-PO-1
|
$136,139.00
|
(2)
|
1
|
|
SW-X-1
|
(3)
|
(4)
|
1
|
|
SW-A-2
|
(1)
|
6.00%
|
2
|
|
SW-B-2
|
(1)
|
6.00%
|
2
|
|
SW-C-2
|
(1)
|
6.00%
|
2
|
|
SW-PO-2
|
$28,740.00
|
(2)
|
2
|
|
SW-X-2
|
(3)
|
(5)
|
2
|
|
SW-A-R
|
(6)
|
(6)
|
N/A
|
|
SW-P
|
$100
|
(2)(7)
|
1
and 2
|
|
(1)
|
Each
Class A Sub WAC REMIC Interest will have an initial principal balance
equal to 0.90% of the Subordinated Portion of its corresponding
Loan
Group. Each Class B Sub WAC REMIC Interest will have an initial
principal balance equal to 0.10% of the Subordinated Portion of
its
corresponding Loan Group. Each Class C Sub WAC REMIC Interest
will have an initial principal balance equal to the excess of its
corresponding Loan Group (as reduced by the Component Balance of
the
related Class PO Component) over the initial aggregate principal
balances
of the Class A and Class B Sub WAC REMIC Interests corresponding
to that
Loan Group. Hereafter, the Class A, Class B and Class C Sub WAC
REMIC Interests are referred to as “Tracking
Interests.”
|
|
(2)
|
This
Class of Sub WAC REMIC Interest does not pay any
interest.
|
|
(3)
|
This
Class of Sub WAC REMIC Interest does not pay any
principal.
|
|
(4)
|
This
Class of Sub WAC REMIC Interest is entitled to receive on each
Distribution Date a specified portion of the interest payable on
the
Non-Discount Mortgage Loans in the corresponding Loan
Group. Specifically, for each related Distribution Date, this
Class of Sub WAC REMIC Interest is entitled to interest accruals
on each
Non-Discount Mortgage Loan in excess of an Adjusted Net Mortgage
Rate of
5.75% per annum.
|
8
|
(5)
|
This
Class of Sub WAC REMIC Interest is entitled to receive on each
Distribution Date a specified portion of the interest payable on
the
Non-Discount Mortgage Loans in the corresponding Loan
Group. Specifically, for each related Distribution Date, this
Class of Sub WAC REMIC Interest is entitled to interest accruals
on each
Non-Discount Mortgage Loan in excess of an Adjusted Net Mortgage
Rate of
6.00% per annum.
|
|
(6)
|
The
Class SW-A-R Sub WAC REMIC Interest is the sole class of residual
interest
in the Sub WAC REMIC. It does not pay any interest or
principal.
|
|
(7)
|
The
SW-P Sub WAC REMIC Interest is entitled to all the Prepayment Charges
payable with respect to the Mortgage Loans in Aggregate Loan Group
I
|
On
each
Distribution Date, the Available Funds shall be distributed with respect
to the
Sub WAC REMIC Interests in the following manner:
|
|
(1)
|
Interest. Interest
is to be distributed with respect to each Sub WAC REMIC Interest
at the
rates, or according to the formulas, described
above.
|
|
|
(2)
|
Prepayment
Charges. all the Prepayment Charges payable with respect to
the Mortgage Loans in Aggregate Loan Group I are allocated to the
SW-P Sub
WAC REMIC Interest.
|
|
|
(3)
|
Initial
Allocations of Realized Losses and
Principal.
|
|
|
(a)
|
The
Trustee shall first allocate the Realized Losses on the Group 1
Mortgage
Loans (including any reductions in previously allocated Realized
Losses on
the Group 1 Mortgage Loans attributable to any related Subsequent
Recoveries), and distribute the principal on the Group 1 Mortgage
Loans
between the SW-PO-1 Interests and the SW-1 Tracking Interests in
the same
manner that such amounts are allocated to or distributed between
(a) the
Class PO-1 Component of the Class PO Certificates and (b) the remaining
Group 1 Certificates and the Assumed Balance of the Class Certificate
Balance of each Class of Subordinated Certificates related to the
Group 1
Mortgage Loans.
|
|
|
(b)
|
The
Trustee shall first allocate the Realized Losses on the Group 2
Mortgage
Loans (including any reductions in previously allocated Realized
Losses on
the Group 2 Mortgage Loans attributable to any related Subsequent
Recoveries), and distribute the principal on the Group 2 Mortgage
Loans
between the Class SW-PO-2 Interest and the SW-2 Tracking Interests
in the
same manner that such amounts are allocated to or distributed between
(a)
the Class PO-2 Component of the Class PO Certificates and (b) the
remaining Group 2 Senior Certificates and the Assumed Balance of
the Class
Certificate Balance of each Class of Subordinated Certificates
related to
the Group 2 Mortgage Loans.
|
|
|
(4)
|
Subsequent
Allocations. Amounts allocated to the Tracking Interests of
each group in accordance with Paragraph 2, above, shall be further
allocated as described below.
|
9
|
|
(5)
|
Principal,
if no Cross-Over Situation Exists. If no Cross-Over
Situation exists with respect to any Class of Tracking Interests,
principal amounts allocated with respect to the Tracking Interests
related
to each Loan Group in Aggregate Loan Group I in accordance with
Paragraph
2, shall be further allocated: first to cause such Loan Group’s
corresponding Class A and Class B Tracking Interests to equal,
respectively, 0.90% of the Subordinated Portion and 0.10% of the
Subordinated Portion; and second to such Loan Group’s corresponding Class
C Tracking Interest;
|
|
|
(6)
|
Principal,
if a Cross-Over Situation Exists. If a Cross-Over Situation
exists with respect to the Class A and Class B Tracking
Interests:
|
|
|
(a)
|
If
the Calculation Rate in respect of the outstanding Class A and
Class B
Tracking Interests is less than the Subordinate Pass-Through Rate,
Principal Relocation Payments will be made proportionately to the
outstanding Class A Tracking Interests prior to any other principal
distributions from each such Loan
Group.
|
|
|
(b)
|
If
the Calculation Rate in respect of the outstanding Class A and
Class B
Tracking Interests is greater than the Subordinate Pass-Through
Rate,
Principal Relocation Payments will be made proportionately to the
outstanding Class B Tracking Interests prior to any other principal
distributions from each such Loan
Group.
|
In
each
case, Principal Relocation Payments will be made so as to cause the Calculation
Rate in respect of the outstanding Class A and Class B Tracking Interests
to
equal the Subordinate Pass-Through Rate. With respect to each Loan
Group in Aggregate Loan Group I, if (and to the extent that) the sum of (a)
the
principal payments received as of the Due Date (as adjusted for amounts
allocated to the related Class PO Component) and (b) the Realized Losses
(as
adjusted for amounts allocated to the related Class PO Component), are
insufficient to make the necessary reductions of principal on the Class A
and
Class B Tracking Interests, then interest will be added to such Loan Group’s
Class C Tracking Interest.
|
|
(c)
|
Unless
required to achieve the Calculation Rate, the outstanding aggregate
Class
A and Class B Tracking Interests for all Loan Groups in Aggregate
Loan
Group I will not be reduced below 1 percent of the excess of (i)
the
aggregate outstanding principal balances of all Loan Groups in
Aggregate
Loan Group I (as adjusted for amounts allocated to the related
Class PO
Component) as of the Due Date (reduced by principal prepayments
received
in the Prepayment Period related to that Due Date that are to be
distributed on the related Distribution Date) over (ii) the aggregate
Class Certificate Balance of the Group I Senior Certificates 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 Class A and Class B Tracking Interests of a Loan Group,
and if
such Loan Group’s Class C Tracking Interest has already been reduced to zero,
then the excess principal from that Loan Group (as adjusted for amounts
allocated to the related Class PO Component) will be paid to the Class C
Tracking Interests of the other Loan Group in Aggregate Loan Group I if the
aggregate Class A and Class B Tracking Interests of such Loan Group are less
than one percent of the Subordinated Portion. If the Loan Group
corresponding to the Class C Tracking Interest that receives such payment
has a
weighted average Adjusted Net Mortgage Rate below the weighted average Adjusted
Net Mortgage Rate of the Loan Group making the payment, then the payment
will be
treated by the Sub WAC REMIC as a Realized Loss. Conversely, if the
Loan Group corresponding to the Class C Tracking Interest that receives such
payment has a weighted average Adjusted Net Mortgage Rate above the weighted
average Adjusted Net Mortgage Rate of the Loan Group making the payment,
then
the payment will be treated by the Sub WAC REMIC as a reimbursement
for prior Realized Losses.
10
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.
-
II
-
THE
UPPER
TIER REMIC AND THE LOWER TIER REMIC
The
following table specifies the class designation, interest rate, and principal
amount for each class of Lower Tier REMIC Interests:
|
Lower
Tier REMIC Interest
|
Initial
Principal Balance
|
Interest
Rate
|
Corresponding
Master REMIC Certificate
|
|
LTR-3-A-1
|
(1)
|
(3)
|
3-A-1
|
|
LTR-3-A-2
|
(1)
|
(3)
|
3-A-2
|
|
LTR-3-A-3
|
(1)
|
(3)
|
3-A-3
|
|
LTR-3-A-4
|
(1)
|
(3)
|
3-A-4
|
|
LTR-3-A-5
|
(1)
|
(3)
|
3-A-5
|
|
LTR-3-M-1
|
(1)
|
(3)
|
3-M-1
|
|
LTR-3-M-2
|
(1)
|
(3)
|
3-M-2
|
|
LTR-3-M-3
|
(1)
|
(3)
|
3-M-3
|
|
LTR-3-B
|
(1)
|
(3)
|
3-B
|
|
LTR-3-C
|
(2)
|
(3)
|
3-C
|
|
LTR-3-P
|
$ 100
|
(4)(5)
|
3-P
|
|
LTR-$100
|
$ 100
|
(5)
|
3-A-R
|
|
LTR-A-R
|
(6)
|
(6)
|
N/A
|
|
(1)
|
This
LTR REMIC Interest has a principal balance that is initially equal
to 100%
of its Corresponding Certificate Class issued by the Upper Tier
REMIC. Principal payments, both scheduled and prepaid, Realized
Losses and Subsequent Recoveries attributable to Loan Group 3 will
be
allocated to this Class to maintain its size relative to its Corresponding
Certificate Class.
|
|
(2)
|
This
LTR REMIC Interest has a principal balance that is initially equal
to 100%
of the Overcollateralization Amount. Principal payments, both
scheduled and prepaid, Realized Losses and Subsequent Recoveries
attributable to Loan Group 3 will be allocated to this class to
maintain
its size relative to the Overcollateralization
Amount.
|
|
(3)
|
The
pass-through rate with respect to any Distribution Date (and the
related
Interest Accrual Period) for this LTR REMIC Interest is a per annum
rate
equal to the weighted average Adjusted Net Mortgage Rate of the
Mortgage
Loans in Loan Group 3 (the “Pool Net Rate
Cap”).
|
|
(4)
|
This
LTR REMIC Interest is entitled to all Prepayment Charges with respect
to
the Mortgage Loans in Loan Group 3.
|
11
|
(5)
|
This
LTR REMIC Interest pays no
interest.
|
|
(6)
|
The
LTR-A-R is the sole class of residual interest in the Lower Tier
REMIC. It pays no interest
or principal.
|
On
each
Distribution Date, the Group II Interest Funds and the Group II Principal
Distribution Amount shall be payable with respect to the LTR REMIC Interests
in
the following manner:
|
|
(1)
|
Interest. Interest
is to be distributed with respect to each LTR REMIC Interest at
the rate,
or according to the formulas, described
above.
|
|
|
(2)
|
Principal. the
Group II Principal Distribution Amount shall be allocated among
the LTR
REMIC Interests as described above.
|
|
|
(3)
|
Prepayment
Charges. Prepayment Charges shall be allocated to the
LTR-3-P REMIC Interest.
|
The
following table sets forth characteristics of the Upper Tier REMIC Certificates,
together with minimum denominations and integral multiples in excess thereof
in
which such Classes shall be issuable (except that one Certificate of each
Class
of Group II Certificates may be issued in a different amount and, in addition,
one Residual Certificate representing the Tax Matters Person Certificate
may be
issued in a different amount):
|
Class
Designation
|
Initial
Class
Certificate
Balance
|
Pass-Through
Rate
(per
annum)
|
Minimum
Denomination
|
Integral
Multiples
in
Excess of
Minimum
|
|
Class
3-A-1
|
$70,043,000
|
5.917%
(1)
|
$25,000.00
|
$1,000.00
|
|
Class
3-A-2
|
$70,043,000
|
5.729%
(1)
|
$25,000.00
|
$1,000.00
|
|
Class
3-A-3
|
$ 2,724,000
|
6.088%
(1)
|
$25,000.00
|
$1,000.00
|
|
Class
3-A-4
|
$31,868,000
|
5.755%
(1)
|
$25,000.00
|
$1,000.00
|
|
Class
3-A-5
|
$ 7,967,000
|
5.750%
(1)
|
$25,000.00
|
$1,000.00
|
|
Class
3-M-1
|
$ 4,282,000
|
6.00%
(1)
|
$25,000.00
|
$1,000.00
|
|
Class
3-M-2
|
$ 2,888,000
|
6.00%
(1)
|
$25,000.00
|
$1,000.00
|
|
Class
3-M-3
|
$ 4,582,000
|
6.00%
(1)
|
$25,000.00
|
$1,000.00
|
|
Class
3-B
|
$ 1,693,000
|
6.00%
(1)
|
$25,000.00
|
$1,000.00
|
|
Class
3-C
|
(2)
|
(3)
|
N/R
|
N/R
|
|
Class
3-P
|
$100
(6)
|
(4)
|
(5)
|
(5)
|
|
Class
A-R
|
$ 100
|
(6)
|
(6)
|
(6)
|
________________________________________
|
(1)
|
The
Pass-Through Rate for this Class of Upper Tier REMIC Certificates
will be
subject to an interest rate cap equal to the Pool Net Rate
Cap.
|
|
(2)
|
The
Class 3-C Interests have no principal balance. For Federal
income tax purposes, the Class
3-C Certificates will be treated as having a Class Certificate
Balance
equal to the Overcollateralized Amount.
|
|
12
|
(3)
|
For
each Interest Accrual Period the Class 3-C Certificates are entitled
to an
amount (the “Class 3-C Distributable Amount”) equal to the sum of (a) the
interest payable on the LTR-3-C Interest and (b) a specified portion
of
the interest payable on the Lower Tier REMIC Regular Interests
(other than
the LTR-$100, LTR-3-C and LTR-3-P Interests) equal to the excess
of the
Pool Net Rate Cap over the weighted average interest rate of the
Lower
Tier REMIC Interests (other than the LTR-$100, LTR-3-C and LTR-3-P
Interests) with each such Class subject to a cap and a floor equal
to the
interest rate of the corresponding Class of Upper Tier REMIC
Certificates. The interest rate of the Class 3-C Certificates
shall be a rate sufficient to entitle it to an amount equal to
all
interest accrued on the Mortgage Loans in Loan Group 3 less the
interest
accrued on the other Certificates issued by the Upper Tier
REMIC. The Class 3-C Distributable Amount for any Distribution
Date is payable from current interest on the Mortgage Loans and
any
related Overcollateralization Reduction Amount for that Distribution
Date.
|
|
(4)
|
This
Class of Upper Tier REMIC Certificates makes no interest
payments.
|
|
(5)
|
The
Class 3-P Certificates will also have a notional amount equal to
the
aggregate Stated Principal Balance of the Mortgage Loans in Aggregate
Loan
Group II with a Prepayment Charge. The Class P Certificates are
issuable in minimum notional amounts equal to a 20% Percentage
Interest
and any amount in excess thereof.
|
|
(6)
|
The
Class 3-A-R Certificates represent the sole Class of residual interest
in
the Upper Tier REMIC and in the Lower Tier REMIC. The Class
3-A-R Certificate shall be issued as two separate Certificates,
one with
an initial Class Certificate Balance of $99.99 and the Tax Matters
Person
Certificate with an initial Class Certificate Balance of
$0.01.
|
The
foregoing REMIC structure is intended to cause all of the cash from the Mortgage
Loans to flow through to the Upper Tier 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.
13
Set
forth
below are designations of Classes or Components of Certificates and other
defined terms to the categories used herein:
Accretion
Directed Certificates
None.
Accretion
Directed Components
None.
Accrual
Certificates
None.
Accrual
Components
None.
Book-Entry
Certificates
All
Classes of Certificates other than the Physical Certificates.
COFI
Certificates
None.
Combined
Certificates
None.
Component
Certificates
Class
X
and Class PO Certificates.
Components
For
purposes of calculating distributions of principal and/or interest, the
Component Certificates, if any, will be comprised of multiple payment components
having the designations, Initial Component Balances or Notional Amounts,
as
applicable, and Pass-Through Rates set forth below:
|
Designation
|
Initial
Component
Balance/
Initial Component Notional Amount
|
Pass-Through
Rate
|
||
|
Class
X-1
|
$180,910,300
(1)
|
(2)
|
||
|
Class
X-2
|
$204,973,997
(1)
|
(3)
|
||
|
Class
PO-1
|
$136,139
|
(4)
|
||
|
Class
PO-2
|
$28,740
|
(4)
|
(1)
This
Component is a notional amount component, will have no Component Principal
Balance and will bear interest on its Notional Amount.
(2)
The
Pass-Through Rate for the Class X-1 Component for the Interest Accrual Period
for any Distribution Date will equal the excess of (a) the weighted average
of
the Adjusted Net Mortgage Rates of the Non-Discount Mortgage Loans in Loan
Group
1, weighted on the basis of the Stated Principal Balances thereof as of the
Due
Date in the preceding calendar month (after giving effect to Principal
Prepayments received in the Prepayment Period related to such prior Due Date),
over (b) 5.75%. The Pass-Through Rate for the Class X-1 Component for
the Interest Accrual Period for the first Distribution Date is 0.45419% per
annum.
(3)
The
Pass-Through Rate for the Class X-2 Component for the Interest Accrual Period
for any Distribution Date will equal the excess of (a) the weighted average
of
the Adjusted Net Mortgage Rates of the Non-Discount Mortgage Loans in Loan
Group
2, weighted on the basis of the Stated Principal Balances thereof as of the
Due
Date in the preceding calendar month (after giving effect to Principal
Prepayments received in the Prepayment Period related to such prior Due Date),
over (b) 6.00%. The Pass-Through Rate for the Class X-2 Component for
the Interest Accrual Period for the first Distribution Date is 0.84789% per
annum.
14
(4)
This
Component does not bear interest.
Delay
Certificates
All
interest-bearing Classes of Certificates other than the Non-Delay Certificates,
if any.
Depositable
Certificates
Class
1-A-1, Class 1-A-3, Class 1-A-4, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class
2-A-8, Class 2-A-9 and Class 2-A-10 Certificates
ERISA-Restricted
Certificates
The
Residual Certificates and Private Certificates and any Certificate of a Class
that does not have or no longer has a rating of at least BBB – or its equivalent
from at least one Rating Agency.
Exchangeable
Certificates
Class
1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10,
Class
1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-15, Class 2-A-11,
Class 2-A-12, Class 2-A-13, Class 2-A-14, Class 2-A-15, Class 2-A-16, Class
2-A-17, Class 2-A-18, Class 2-A-19, Class 2-A-20, Class 2-A-21, Class 2-A-22,
Class 2-A-23, Class 2-A-24, Class 2-A-25, Class 2-A-26, Class 2-A-27, Class
2-A-28, Class 2-A-29, Class 2-A-30, Class 2-A-31, Class 2-A-32, Class 2-A-33,
Class 2-A-34, Class 2-A-35, Class 2-A-36, Class 2-A-37, Class 2-A-38, Class
2-A-39, Class 2-A-40, Class 2-A-41, Class 2-A-42, Class 2-A-43 and Class
2-A-44
Certificates.
Floating
Rate Certificates.
Class
2-A-1 and Class 2-A-6 Certificates.
Group
1
Certificates
Group
1
Senior Certificates and the portions of the Group I Subordinated Certificates
related to Loan Group 1.
Group
1
Senior Certificates
Class
1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4 and Class A-R Certificates and
the
Class X-1 and Class PO-1 Components.
Group
2
Certificates
Group
2
Senior Certificates and the portions of the Group I Subordinated Certificates
related to Loan Group 2.
Group
2
Senior Certificates
Class 2-A-1,
Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7,
Class 2-A-8, Class 2-A-9 and Class 2-A-10 Certificates and the Class X-2
and
Class PO-2 Components.
Group
3
Certificates
Group
3
Senior Certificates and Group II Subordinated Certificates.
15
Group
3
Senior Certificates
Class 3-A-1,
Class 3-A-2, Class 3-A-3, Class 3-A-4, Class 3-A-5 and Class 3-A-R
Certificates.
Group
I
Certificates
Group
1
Certificates and Group 2 Certificates.
Group
I-B
Certificates
Class B-1,
Class B-2, Class B-3, Class B-4 and Class B-5
Certificates.
Group
I
Senior Certificates
Group
1
Senior Certificates and Group 2 Senior Certificates.
Group
I
Subordinated Certificates
Class
M,
Class B-1, Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates.
Group
II
Certificates
Group
3
Certificates.
Group
II
Senior Certificates
Group
3
Senior Certificates.
Group
II
Subordinated Certificates
Class
3-M-1, Class 3-M-2, Class 3-M-3 and Class 3-B Certificates.
Inverse
Floating Rate Certificates
Class
2-A-2 and Class 2-A-7 Certificates.
LIBOR
Certificates
The
Floating Rate Certificates and the Inverse Floating Rate
Certificates.
Non-Delay
Certificates
LIBOR
Certificates.
Notional
Amount Certificates
Class
1-A-7, Class 1-A-15, Class 2-A-2, Class 2-A-7, Class 2-A-14, Class
2-A-18, Class 2-A-22, Class 2-A-26, Class 2-A-30, Class 2-A-34, Class 2-A-38,
Class 2-A-42 and Class X Certificates.
Notional
Amount Components
Class
X-1
and Class X-2 Components.
Offered
Certificates
All
Classes of Certificates other than the Private Certificates.
Physical
Certificates
Private
Certificates and the Residual Certificates.
Planned
Principal Classes
None.
Prepayment
Certificates
Class
P
and Class 3-P Certificates.
Principal
Only Certificates
Class
1-A-9 and Class PO Certificates.
Private
Certificates
Class
P,
Class B-3, Class B-4, Class B-5, Class 3-P and Class 3-C
Certificates.
Rating
Agencies
Fitch,
S&P and Xxxxx’x.
Regular
Certificates
All
Classes of Certificates, other than the Residual Certificates.
Residual
Certificates
Class A-R
and Class 3-A-R Certificates.
16
Scheduled
Principal Classes
None.
Senior
Certificate Group
The
Group
1 Senior Certificates, the Group 2 Senior Certificates, the Group 3 Senior
Certificates, the Group I Senior Certificates or the Group II Senior
Certificates, as the context requires.
Senior
Certificates
Group
I
Senior Certificates and Group II Senior Certificates.
Subordinated
Certificates
Group
I
Subordinated Certificates and Group II Subordinated Certificates.
Targeted
Principal Classes
None.
Underwriter
Countrywide
Securities Corporation.
With
respect to any of the foregoing designations as to which the corresponding
reference is “None,” all defined terms and provisions herein relating solely to
such designations shall be of no force or effect, and any calculations herein
incorporating references to such designations shall be interpreted without
reference to such designations and amounts. Defined terms and
provisions herein relating to statistical rating agencies not designated
above
as Rating Agencies shall be of no force or effect.
If
the
aggregate Stated Principal Balance of the Initial Mortgage Loans in each
of Loan
Group 1, Loan Group 2 and Loan Group 3 on the Closing Date is equal to or
greater than the aggregate Class Certificate Balance of each of the Group 1
Certificates, the Group 2 Certificates and the Group 3 Certificates,
respectively, as of such date, all references herein to “Aggregate Supplemental
Purchase Amount”, “Aggregate Supplemental Transfer Amount”, “Capitalized
Interest Account”, “Capitalized Interest Requirement”, “Funding Period”,
“Funding Period Distribution Date”, “Remaining Non-PO Pre-Funded
Amount”, “Remaining PO Pre-Funded Amount”, “Pre-Funded Amount”, “Supplemental
Cut-off Date”, “Pre-Funding Account”, “Supplemental Mortgage Loan”,
“Supplemental Transfer Agreement” and “Supplemental Transfer Date” for that Loan
Group shall be of no force or effect and all provisions herein related thereto
shall similarly be of no force or effect.
17
ARTICLE
I
DEFINITIONS
|
|
SECTION
1.01.
|
General
Defined Terms and Defined Terms Related to the Group I
Certificates.
|
Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
Account: The
Escrow Account, the Certificate Account, the Distribution Account, the
Pre-Funding Account, the Capitalized Interest Account, the Corridor Contract
Reserve Fund, the Class 3-A-2 Reserve Fund, the Principal Reserve Fund, the
Exchangeable Certificates Distribution Account, the Carryover Reserve Fund
or
any other account related to the Trust Fund or the Mortgage Loans.
Accretion
Directed Certificates: As specified in the Preliminary
Statement.
Accretion
Direction Rule: Not
applicable.
Accrual
Amount: With
respect to any Class of Accrual Certificates or any Accrual Component
and any Distribution Date prior to
the related
Accrual Termination Date, the amount
allocable to interest on such Class of Accrual Certificates or Accrual Component
with respect to such Distribution
Date pursuant to Section
4.02(a).
Accrual
Certificates: As specified in the Preliminary
Statement.
Accrual
Components: As specified in the Preliminary
Statement.
Accrual
Termination Date: Not applicable.
Additional
Designated Information: As defined in Section 11.02.
Adjusted
Mortgage Rate: As to each Mortgage Loan, and at any time, the per
annum rate equal to the Mortgage Rate less the Master Servicing Fee
Rate.
Adjusted
Net Mortgage Rate: As to each Mortgage Loan, and at any time, the
per annum rate equal to the Mortgage Rate less the sum of the Trustee Fee
Rate
and the Master Servicing Fee Rate. For purposes of determining
whether any Substitute Mortgage Loan in Aggregate Loan Group I is a Discount
Mortgage Loan or a Non-Discount Mortgage Loan and for purposes of calculating
the applicable PO Percentage and the applicable Non-PO Percentage, each
Substitute Mortgage Loan in Aggregate Loan Group I shall be deemed to have
an
Adjusted Net Mortgage Rate equal to the Adjusted Net Mortgage Rate of the
Deleted Mortgage Loan for which it is substituted.
Advance: As
to a Loan Group, the payment required to be made by the Master Servicer with
respect to any Distribution Date pursuant to Section 4.01, the amount of
any
such payment being equal to the aggregate of payments of principal and interest
on the Mortgage Loans in such Loan Group 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, together with an amount equivalent to interest
on
each Mortgage Loan as to which the related Mortgaged Property is an REO Property
(net of any net income from such REO Property), less the aggregate amount
of any
such delinquent payments that the Master Servicer has determined would
constitute a Nonrecoverable Advance, if advanced.
I-1
Aggregate
Loan Group: Either Aggregate Loan Group I or Aggregate Loan Group
II, as applicable.
Aggregate
Loan Group I: Collectively, Loan Group 1 and Loan Group 2.
Aggregate
Loan Group II: Loan Group 3.
Aggregate
Loan Group I Optional Termination: The termination of the Group I
Certificates in connection with the purchase of the Mortgage Loans in Aggregate
Loan Group I pursuant to Section 9.01(a) hereof.
Aggregate
Loan Group I Optional Termination Date: The first Distribution
Date on which the aggregate Stated Principal Balance of the Mortgage Loans
in
Aggregate Loan Group I is less than or equal to 10% of the sum of (i) the
aggregate Stated Principal Balance of the Mortgage Loans in Aggregate Loan
Group
I as of the Initial Cut-off Date and (ii) the sum of the Pre-Funded Amounts
with
respect to Loan Group 1 and Loan Group 2, if any
Aggregate
Planned Balance: With respect to any group of Planned Principal
Classes or Components and any Distribution Date, the amount set forth for
such
group for such Distribution Date in Schedule V hereto.
Aggregate
Supplemental Purchase Amount: With respect to any Supplemental
Transfer Date and Loan Group, the applicable “Aggregate Supplemental Purchase
Amount” identified in the related Supplemental Transfer Agreement for such Loan
Group, which shall be an estimate of the aggregate Stated Principal Balances
of
the Supplemental Mortgage Loans to be included in such Loan Group identified
in
such Supplemental Transfer Agreement.
Aggregate
Supplemental Transfer Amount: With respect to any Supplemental
Transfer Date and Loan Group, the aggregate Stated Principal Balance as of
the
related Supplemental Cut-off Date of the Supplemental Mortgage Loans to be
included in such Loan Group conveyed on such Supplemental Transfer Date,
as
listed on the revised Mortgage Loan Schedule delivered pursuant to Section
2.01(f); provided, however, that such amount shall not exceed the amount
on
deposit in the Pre-Funding Account allocated to purchasing Supplemental Mortgage
Loans for such Loan Group.
Aggregate
Targeted Balance: With respect to any group of Targeted Principal
Classes or Components and any Distribution Date, the amount set forth for
such
group for such Distribution Date in Schedule V hereto.
Agreement: This
Pooling and Servicing Agreement and all amendments or supplements
hereto.
Allocable
Share: As to any Distribution Date and any Mortgage Loan in
Aggregate Loan Group I (i) with respect to each Class PO Component, zero,
(ii)
with respect to each Class X Component, (a) the ratio that the excess, if
any,
of the Adjusted Net Mortgage Rate with respect to such Mortgage Loan in
Aggregate Loan Group I, over, the related Required Coupon bears to such Adjusted
Net Mortgage Rate or (b) if the Adjusted Net Mortgage Rate with respect to
such
Mortgage Loan in Aggregate Loan Group I does not exceed the related Required
Coupon, zero, and (iii) with respect to each other Class of Group I Certificates
the product of (a) the lesser of (I) the ratio that the related Required
Coupon
bears to the Adjusted Net Mortgage Rate of such Mortgage Loan and (II) one,
multiplied by (b) the ratio that the amount calculated with respect to such
Distribution Date (A) with respect to the Senior Certificates of the related
Senior Certificate Group, pursuant to clause (i) of the definition of Class
Optimal Interest Distribution Amount (without giving effect to any reduction
of
such amount pursuant to Section 4.02(d)) and (B) with respect to the Group
I
Subordinated Certificates, pursuant to the definition of Assumed Interest
Amount
or after a Senior Termination Date pursuant to clause (i) of the definition
of
Class Optimal Interest Distribution Amount (without giving effect to any
reduction of such amount pursuant to Section 4.02(d)) bears to the amount
calculated with respect to such Distribution Date for each Class of Certificates
pursuant to clause (i) of the definition of Class Optimal Interest Distribution
Amount (without giving effect to any reduction of such amount pursuant to
Section 4.02(d)) or the definition of Assumed Interest Amount, as
applicable.
I-2
Amount
Available for Senior Principal: As to any Distribution Date and
(a) Loan Group 1, the Group I Available Funds for such Distribution Date
and
Loan Group, reduced by the aggregate amount distributable (or allocable to
the
Accrual Amount, if applicable) on such Distribution Date in respect of interest
on the related Senior Certificates pursuant to Section 4.02(a)(1)(ii) and
(b)
Loan Group 2, the Group I Available Funds for such Distribution Date and
Loan
Group, reduced by the aggregate amount distributable (or allocable to the
Accrual Amount, if applicable) on such Distribution Date in respect of interest
on the related Senior Certificates pursuant to Section
4.02(a)(2)(ii).
Amount
Held for Future Distribution: As to any Distribution Date and
Mortgage Loans in a Loan Group, the aggregate amount held in the Certificate
Account at the close of business on the related Determination Date on account
of
(i) Principal Prepayments received after the related Prepayment Period and
Liquidation Proceeds and Subsequent Recoveries received in the month of such
Distribution Date relating to such Loan Group and (ii) all Scheduled Payments
due after the related Due Date relating to such Loan Group.
Applicable
Credit Support Percentage: As defined in Section
4.02(e).
Appraised
Value: With respect to any Mortgage Loan, the Appraised Value of
the related Mortgaged Property shall be: (i) with respect to a Mortgage Loan
other than a Refinancing Mortgage Loan, the lesser of (a) the value of the
Mortgaged Property based upon the appraisal made at the time of the origination
of such Mortgage Loan and (b) the sale price of the Mortgaged Property at
the
time of the origination of such Mortgage Loan; (ii) with respect to a
Refinancing Mortgage Loan other than a Streamlined Documentation Mortgage
Loan,
the value of the Mortgaged Property based upon the appraisal made-at the
time of
the origination of such Refinancing Mortgage Loan; and (iii) with respect
to a
Streamlined Documentation Mortgage Loan, (a) if the loan-to-value ratio with
respect to the Original Mortgage Loan at the time of the origination thereof
was
80% or less and the loan amount of the new mortgage loan is $650,000 or less,
the value of the Mortgaged Property based upon the appraisal made at the
time of
the origination of the Original Mortgage Loan and (b) if the loan-to-value
ratio
with respect to the Original Mortgage Loan at the time of the origination
thereof was greater than 80% or the loan amount of the new loan being originated
is greater than $650,000, the value of the Mortgaged Property based upon
the
appraisal (which may be a drive-by appraisal) made at the time of the
origination of such Streamlined Documentation Mortgage Loan.
Assumed
Balance: For a Distribution Date and Loan Group in Aggregate Loan Group I,
an amount equal to the Subordinated Percentage for that Distribution Date
relating to that Loan Group of the aggregate of the applicable Non-PO Percentage
of the Stated Principal Balance of each Mortgage Loan in such Loan Group
as of
the Due Date occurring in the month prior to the month of that Distribution
Date
(after giving effect to Principal Prepayments received in the Prepayment
Period
related to such Due Date).
Assumed
Interest Amount: With respect to any Distribution Date and each
Class of Group I Subordinated Certificates, one month’s interest accrued during
the related Interest Accrual Period at the Pass-Through Rate for such Class
on
the applicable Subordinated Portion immediately prior to that Distribution
Date.
I-3
Bankruptcy
Code: The United States Bankruptcy Reform Act of 1978, as
amended.
Book-Entry
Certificates: As specified in the Preliminary
Statement.
Business
Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day
on which banking institutions in the City of New York, New York, or the States
of California or Texas or the city 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, the product of (i) 10 and (ii)
the weighted average rate of the outstanding Class A and Class B Interests,
treating each Class A Interest as having an interest rate equal to 0.00%
per
annum.
Capitalized
Interest Account: The separate Eligible Account designated as such and
created and maintained by the Trustee pursuant to Section 3.05(h)
hereof. The Capitalized Interest Account shall be treated as an
“outside reserve fund” under applicable Treasury regulations and shall not be
part of any REMIC. Except as provided in Section 3.05(h) hereof, any
investment earnings on the amounts on deposit in the Capitalized Interest
Account shall be treated as owned by the Depositor and will be taxable to
the
Depositor.
Capitalized
Interest Requirement: With respect to each Funding Period Distribution Date
and any Loan Group, the excess, if any, of (a) the sum of (1) the amount
calculated pursuant to clause (i) of the definition of Class Optimal
Interest Distribution Amount for each Class of related Certificates for
such Distribution Date, (2) the portion of the Trustee Fee allocated to such
Loan Group and (3) with respect to Loan Group 3, the Class 3-A-2 Premium,
over
(b) with respect to each Mortgage Loan in that Loan Group, (1) 1/12 of the
product of the related Adjusted Mortgage Rate and the related Stated Principal
Balance as of the related Due Date (prior to giving effect to any Scheduled
Payment due on such Mortgage Loan on such Due Date) minus (2) any related
reductions required by Section 4.02(d) hereof. On the Closing Date,
the amount deposited in the Capitalized Interest Account shall be $153,974.19
of
which $11,278.82 will be allocated to Loan Group 1, $105,379.09 will be
allocated to Loan Group 2 and $37,316.28 will be allocated to Loan Group
3.
Ceiling
Rate: With respect to each Class of Covered Certificates, the
percentages set forth below:
|
Class
of Covered Certificates
|
Ceiling
Rate
|
|
|
Class
2-A-1
Certificates
|
9.30%
|
|
|
Class
2-A-6
Certificates
|
8.90%
|
Certificate: Any
one of the Certificates executed by the Trustee in substantially the forms
attached hereto as exhibits.
Certificate
Account: The separate Eligible Account or Accounts created and
maintained by the Master Servicer pursuant to Section 3.05 with a depository
institution, initially Countrywide Bank, N.A., in the name of the Master
Servicer for the benefit of the Trustee on behalf of Certificateholders and
designated “Countrywide Home Loans Servicing LP, in trust for the registered
holders of Alternative Loan Trust 2007-J1, Mortgage Pass-Through Certificates,
Series 2007-J1.”
I-4
Certificate
Balance: With respect to any Certificate at any date, other than
a Notional Amount Certificate or, the maximum dollar amount of principal
to
which the Holder thereof is then entitled hereunder, such amount being equal
to
the Denomination thereof (A) plus any increase in the Certificate Balance
of
such Certificate pursuant to Section 4.02 due to the receipt of Subsequent
Recoveries, (B) minus the sum of (i) all distributions of principal previously
made with respect thereto and (ii) in the case of the Group I Certificates,
all
Realized Losses allocated thereto, in the case of the Group II Certificates,
any
Applied Realized Loss Amounts allocated to such Certificate on previous
Distribution Dates pursuant to Section 4.02 without duplication and, in the
case
of any Class of Subordinated Certificates, all other reductions in Certificate
Balance previously allocated thereto pursuant to Section 4.04 and (C) in
the
case of any Class of Accrual Certificates, increased by the Accrual Amount
added
to the Class Certificate Balance of such Class prior to such
date. The Notional Amount Certificates have no Certificate
Balances. Exclusively for the purpose of determining any subrogation
rights of the Class 3-A-2 Insurer arising under Section 4.10 hereof,
“Certificate Balance” of the Class 3-A-2 Certificates shall not be reduced by
the amount of any payments made by MBIA in respect of principal on such
Certificates under the Class 3-A-2 Policy, except to the extent such payment
shall have been reimbursed to the Class 3-A-2 Insurer pursuant to the provisions
of this Agreement
Certificate
Group: The Group 1 Certificates, the Group 2 Certificates, the Group 3
Certificates, the Group I Certificates or the Group II Certificates as the
context requires.
Certificate
Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Book-Entry Certificate. For the
purposes of this Agreement, in order for a Certificate Owner to enforce any
of
its rights hereunder, it shall first have to provide evidence of its beneficial
ownership interest in a Certificate that is reasonably satisfactory to the
Trustee, the Depositor, and/or the Master Servicer, as applicable.
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, 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 Percentage Interest evidenced thereby shall not be
taken
into account in determining whether the requisite amount of Percentage Interests
necessary to effect such consent has been obtained; provided, however, that
if
any such Person (including the Depositor) owns 100% of the Percentage 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.
Certification
Party: As defined in Section 11.05.
Certifying
Person: As defined in Section 11.05.
Class: All
Certificates bearing the same class designation as set forth in the Preliminary
Statement.
Class
2-A-1 Corridor Contract: With respect to the Class 2-A-1
Certificates, the transaction evidenced by the related Confirmation, a form
of
which is attached hereto as Exhibit R.
I-5
Class
2-A-6 Corridor Contract: With respect to the Class 2-A-6
Certificates, the transaction evidenced by the related Confirmation, a form
of
which is attached hereto as Exhibit R.
Class Certificate
Balance: With respect to any Class and as to any date of
determination, the aggregate of the Certificate Balances of all Certificates
of
such Class as of such date.
Class Interest
Shortfall: As to any Distribution Date and Class of Group I
Certificates, the amount by which the amount described in clause (i) of the
definition of Class Optimal Interest Distribution Amount for such
Class exceeds the amount of interest actually distributed on such
Class on such Distribution Date pursuant to such clause (i).
Class
M-A-R Interests: As defined in the Preliminary Statement.
Class Optimal
Interest Distribution Amount: With respect to any Distribution
Date and interest bearing Class of Group I Certificates or, with respect to
any interest-bearing Component, the sum of (i) one month’s interest accrued
during the related Interest Accrual Period at the Pass-Through Rate for such
Class on the related Class Certificate Balance, Component Balance,
Notional Amount or Component Notional Amount, as applicable, immediately
prior
to such Distribution Date, subject to reduction as provided in Section 4.02(d)
and (ii) any Class Unpaid Interest Amounts for such Class or
Component. Interest shall be calculated on the basis of a 360-day
year consisting of twelve 30-day months.
Class
P Principal Distribution
Date: As to
either Class of Prepayment Certificates, the first Distribution Date that
occurs
after the end of the latest Prepayment Charge Period for all Mortgage Loans
in
the related Aggregate Loan Group that have a Prepayment
Charge.
Class
PO Component: The Class PO-1 or Class PO-2 Component, as
applicable.
Class PO
Deferred Amount: As to any Distribution Date and Loan Group in
Aggregate Loan Group I, the aggregate of the applicable PO Percentage of
each
Realized Loss on a Discount Mortgage Loan in that Loan Group to be allocated
to
the related Class PO Component on such Distribution Date on or prior to the
Senior Credit Support Depletion Date or previously allocated to such Class
PO
Component and not yet paid to the Holders of the Class PO
Certificates.
Class
ST-A-R Interests: As defined in the Preliminary Statement.
Class
ST REMIC Interests: As defined in the Preliminary Statement.
Class Subordination
Percentage: With respect to any Distribution Date and each
Class of Group I Subordinated Certificates, the quotient (expressed as a
percentage) of (a) the Class Certificate Balance of such
Class of Group I Subordinated Certificates immediately prior to
such Distribution Date divided by (b) the aggregate of the
Class Certificate Balances immediately prior to such Distribution Date of
all Classes of Group I Certificates.
Class
SW-A-R Interests: As defined in the Preliminary Statement.
Class
Sub WAC REMIC Interests: As defined in the Preliminary
Statement.
Class Unpaid
Interest Amounts: As to any Distribution Date and Class of
interest bearing Group I Certificates, the amount by which the aggregate
Class Interest Shortfalls for such Class on prior Distribution Dates
exceeds the amount distributed on such Class on prior Distribution Dates
pursuant to clause (ii) of the definition of Class Optimal Interest
Distribution Amount.
I-6
Closing
Date: February 28, 2007.
Code: The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
COFI: The
Monthly Weighted Average Cost of Funds Index for the Eleventh District Savings
Institutions published by the Federal Home Loan Bank of San
Francisco.
COFI
Certificates: As specified in the Preliminary
Statement.
Combined
Certificates: As specified in the Preliminary
Statement.
Combined
Certificates Payment Rule: Not applicable.
Commission: The
U.S. Securities and Exchange Commission.
Compensating
Interest: As to any Distribution Date and Loan Group an amount
equal to the product of one-twelfth of 0.125% and the aggregate Stated Principal
Balance of the Mortgage Loans in such Loan Group as of the Due Date in the
prior
calendar month.
Component: As
specified in the Preliminary Statement.
Component
Balance: With respect to any Component and any Distribution Date,
the Initial Component Balance thereof on the Closing Date, (A) plus any increase
in the Component Balance of such Component pursuant to Section 4.02 due to
the
receipt of Subsequent Recoveries, (B) minus the sum of all amounts applied
in
reduction of the principal balance of such Component and Realized Losses
allocated thereto on previous Distribution Dates.
Component
Certificates: As specified in the Preliminary
Statement.
Component
Notional Amount: With respect to any Distribution Date and the
Class X-1 and Class X-2 Components, an amount equal to the aggregate of the
Stated Principal Balances of the Non-Discount Mortgage Loans in the related
Loan
Group as of the Due Date in the preceding calendar month (after giving effect
to
Principal Prepayments received in the Prepayment Period related to such Due
Date).
Confirmation: With
respect to the Class 2-A-1 Corridor Contract, the amended Confirmation
(reference FXNEC9158), dated February 26, 2007, evidencing a transaction
between
Bear Xxxxxxx Financial Products, Inc. and Countrywide Home Loans,
Inc. With respect to the Class 2-A-6 Corridor Contract, the
Confirmation (reference 2448728 / 2448727), dated February 27, 2007, evidencing
a transaction between Bank of America, N.A. and the Supplemental Interest
Trustee.
Coop
Shares: Shares issued by a Cooperative Corporation.
Cooperative
Corporation: The entity that holds title (fee or an acceptable leasehold
estate) to the real property and improvements constituting the Cooperative
Property and which governs the Cooperative Property, which Cooperative
Corporation must qualify as a Cooperative Housing Corporation under Section
216
of the Code.
Cooperative
Loan: Any Mortgage Loan secured by Coop Shares and a Proprietary
Lease.
Cooperative
Property: The real property and improvements owned by the Cooperative
Corporation, including the allocation of individual dwelling units to the
holders of the Coop Shares of the Cooperative Corporation.
I-7
Cooperative
Unit: A single family dwelling located in a Cooperative
Property.
Corporate
Trust Office: The designated office of the Trustee in the State
of New York at which 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 000 Xxxxxxx Xxxxxx, 0X, Xxx Xxxx,
Xxx
Xxxx 00000 (Attn: Mortgage-Backed Securities Group, CWALT, Inc.
Series 2007-J1), facsimile no. (000) 000-0000, and which is the address to
which notices to and correspondence with the Trustee should be
directed.
Corridor
Contract: The Class 2-A-1 Corridor Contract or the Class 2-A-6
Corridor Contract, as applicable.
Corridor
Contract Assignment Agreement: With respect to the Class 2-A-1
Corridor Contract, the agreement, dated as of the Closing Date, among
Countrywide Home Loans, Inc., the Supplemental Interest Trustee and Bear
Xxxxxxx
Financial Products, Inc., a form of which is attached hereto as Exhibit
S-1.
Corridor
Contract Counterparty: Bank of America, N.A. or Bear Xxxxxxx
Financial Products Inc., as applicable.
Corridor
Contract Reserve Fund: The separate fund created and initially
maintained by the Supplemental Interest Trustee pursuant to Section 3.05(i)
in
the name of the Supplemental Interest Trustee for the benefit of the Holders
of
the Covered Certificates and designated “The Bank of New York in trust for
registered holders of CWALT, Inc., Alternative Loan Trust 2007-J1, Mortgage
Pass-Through Certificates, Series 2007-J1.” Funds in the Corridor
Contract Reserve Fund shall be held in trust for the Holders of the Covered
Certificates for the uses and purposes set forth in this
Agreement. For all federal income tax purposes, the Corridor Contract
Reserve Fund will be beneficially owned by the Underwriter.
Corridor
Contract Scheduled Termination Date: With respect to the Class
2-A-1 Corridor Contract, the Distribution Date in July 2012. With
respect to the Class 2-A-6 Corridor Contract, the Distribution Date in January
2010.
Countrywide: Countrywide
Home Loans, Inc., a New York corporation, and its successors and assigns
in its
capacity as the seller of the Countrywide Mortgage Loans to the
Depositor.
Countrywide
Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule for which Countrywide is the applicable
Seller.
Covered
Certificates: The Class 2-A-1 and Class 2-A-6
Certificates.
Cross-Over
Situation: For any Distribution Date and for each Loan Group in Aggregate
Loan Group I (after taking into account principal distributions on such
Distribution Date) with respect to the Class A and Class B Lower Tier REMIC
Interests, a situation in which the Class A and Class B Interests corresponding
to any Loan Group in Aggregate Loan Group I are in the aggregate less than
1% of
the Subordinated Portion of the Loan Group to which they
correspond.
Cut-off
Date: In the case of
any Initial
Mortgage Loan, the Initial Cut-off Date, and in the case of any Supplemental
Mortgage Loan, the related Supplemental Cut-off Date.
Cut-off
Date Pool Principal
Balance: As
to each Aggregate Loan Group,
an amount equal to the
sum
of (x)
the related Initial
Cut-off Date Pool Principal
Balance plus (y)
the
amount, if any,
deposited in the Pre-Funding Account
on the Closing Date and allocated to the
Loan Group(s) in
such Aggregate Loan Group.
I-8
Cut-off
Date Principal Balance: As to any Mortgage Loan, the Stated
Principal Balance thereof as of the close of business on the Cut-off
Date.
Debt
Service Reduction: With respect to any Mortgage Loan in Aggregate
Loan Group I, a reduction by a court of competent jurisdiction in a proceeding
under the Bankruptcy Code in the Scheduled Payment for such Mortgage Loan
which
became final and non-appealable, except such a reduction resulting from a
Deficient Valuation or any reduction that results in a permanent forgiveness
of
principal.
Defective
Mortgage Loan: Any Mortgage Loan which is required to be
repurchased pursuant to Section 2.02 or 2.03.
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 the 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 which is final and non-appealable in
a
proceeding under the Bankruptcy Code.
Definitive
Certificates: Any Certificate evidenced by a Physical Certificate
and any Certificate issued in lieu of a Book-Entry Certificate pursuant to
Section 5.02(e).
Delay
Certificates: As specified in the Preliminary Statement.
Delay
Delivery Certification: As defined in Section 2.02(a)
hereof.
Delay
Delivery Mortgage Loans: The Mortgage Loans for which all or a
portion of a related Mortgage File is not delivered to the Trustee on the
Closing Date or Supplemental Transfer Date, as applicable. The number
of Delay Delivery Mortgage Loans shall not exceed 50% of the aggregate number
of
Initial Mortgage Loans in a Loan Group as of the Closing Date and 90% of
the
Supplemental Mortgage Loans conveyed on a Supplemental Transfer Date to a
Loan
Group. To the extent that Countrywide Home Loans Servicing LP 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 Servicing LP shall hold such files
as
Master Servicer hereunder, as agent and in trust for the Trustee.
Deleted
Mortgage Loan: As defined in Section 2.03(c) hereof.
Denomination: With
respect to each Certificate, the amount set forth on the face thereof as
the
“Initial Certificate Balance of this Certificate” or the “Initial Notional
Amount of this Certificate” or, if neither of the foregoing, the Percentage
Interest appearing on the face thereof.
Depositor: CWALT,
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., as 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.
I-9
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: As to any Distribution Date, the 22nd day of each month or
if such 22nd day is not a Business Day the next preceding Business Day;
provided, however, that if such 22nd day or such Business Day, whichever
is
applicable, is less than two Business Days prior to the related Distribution
Date, the Determination Date shall be the first Business Day which is two
Business Days preceding such Distribution Date.
Discount
Mortgage Loan: Any Mortgage Loan in a Loan Group in Aggregate
Loan Group I with an Adjusted Net Mortgage Rate that is less than the Required
Coupon for that Loan Group.
Distribution
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 Alternative Loan Trust 2007-J1, Mortgage Pass-Through
Certificates, Series 2007-J1.” 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, 12:30 p.m.
Pacific time on the Business Day immediately preceding such Distribution
Date.
Distribution
Date: The 25th day of each calendar month after the initial
issuance of the Certificates, or if such 25th day is not a Business Day,
the
next succeeding Business Day, commencing in March, 2007.
Due
Date: With respect to any Distribution Date, the related Due Date
is the first day of the month in which that Distribution Date
occurs.
XXXXX: The
Commission’s Electronic Data Gathering, Analysis and Retrieval
system.
Eligible
Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company, the
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) have the highest
short-term ratings of Moody’s or Fitch and one of the two highest short-term
ratings of S&P, if S&P is a Rating Agency, 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
(a) the trust department of a federal or state chartered depository institution
or (b) a trust company, acting in its fiduciary capacity or (iv) any other
account acceptable to each Rating Agency. Eligible Accounts may bear
interest, and may include, if otherwise qualified under this definition,
accounts maintained with the Trustee.
Eligible
EPD Protected Mortgage Loan: A Mortgage Loan that (i) was
originated not more than one year prior to the Closing Date or the related
Supplemental Transfer Date, as applicable, (ii) was purchased by a Seller
or one
of its affiliates pursuant to a purchase agreement containing provisions
under
which the seller thereunder has become obligated to repurchase such Mortgage
Loan from Countrywide due to a Scheduled Payment due on or prior to the first
Scheduled Payment owing to the Trust Fund becoming delinquent and (iii) was
not
purchased through Countrywide Home Loan Inc.’s Correspondent Lending
Division.
I-10
Eligible
Repurchase Month: As defined in Section 3.11 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 requirements of the Underwriter’s
Exemption.
ERISA-Restricted
Certificate: As specified in the Preliminary
Statement.
Escrow
Account: The Eligible Account or Accounts established and
maintained pursuant to Section 3.06(a) 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 received with
respect to such Mortgage Loan during the calendar month in which such Mortgage
Loan became a Liquidated Mortgage Loan plus any Subsequent Recoveries received
with respect to such Mortgage Loan, net of any amounts previously reimbursed
to
the Master Servicer as Nonrecoverable Advance(s) with respect to such Mortgage
Loan pursuant to Section 3.08(a)(iii), exceeds (i) the unpaid principal balance
of such Liquidated Mortgage Loan as of the Due Date in the month in which
such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest
at
the Mortgage Rate from the Due Date as to which interest was last paid or
advanced (and not reimbursed) to Certificateholders up to the Due Date
applicable to the Distribution Date immediately following the calendar month
during which such liquidation occurred.
Exchange
Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
Exchange
Act Reports: Any reports on Form 10-D, Form 8-K and Form 10-K
required to be filed by the Depositor with respect to the Trust Fund under
the
Exchange Act.
Exchange
Fee: As defined in Section 5.07(e).
Exchangeable
Certificates: As specified in the Preliminary
Statement.
Exchangeable
Certificates Distribution Account: The separate Eligible Account
created and maintained by the Trustee on behalf of the ES Trust pursuant
to
Section 5.07(a) in the name of the Trustee for the benefit of the Holders
of the
Exchangeable Certificates and designated “The Bank of New York in trust for
registered Holders of Alternative Loan Trust 2007-J1, Mortgage Pass-Through
Certificates, Series 2007-J1.” Funds in the Exchangeable Certificates
Distribution Account shall be held in trust for the Certificateholders for
the
uses and purposes set forth in this Agreement.
Expense
Rate: As to each Mortgage Loan, the sum of the Master Servicing
Fee Rate and the Trustee Fee Rate.
FDIC: The
Federal Deposit Insurance Corporation, or any successor thereto.
I-11
FHLMC: 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.
Final
Certification: As defined in Section 2.02(a) hereof.
FIRREA: The
Financial Institutions Reform, Recovery, and Enforcement Act of
1989.
Fitch: Fitch,
Inc., or any successor thereto. If Fitch is designated as a Rating
Agency in the Preliminary Statement, for purposes of Section 10.05(b) the
address for notices to Fitch shall be Fitch, Inc., Xxx Xxxxx Xxxxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential Mortgage
Surveillance Group, or such other address as Fitch may hereafter furnish
to the
Depositor and the Master Servicer.
FNMA: 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.
Form
10-D Disclosure Item: With respect to any Person, any material
litigation or governmental proceedings pending against such Person, or against
any of the Trust Fund, the Depositor, the Trustee, the co-trustee, the Master
Servicer or any Subservicer if such Person has actual knowledge
thereof.
Form
10-K Disclosure Item: With respect to any Person, (a) any Form
10-D Disclosure Item and (b) any affiliations or relationships between such
Person and any Item 1119 Party.
Funding
Period: The period from the Closing Date until the earliest of
(i) the date on which the amount on deposit in the Pre-Funding Account is
less
than $150,000, or (ii) an Event of Default occurs or (iii) March 31,
2007.
Funding
Period Distribution Date: Each Distribution Date during the
Funding Period and, if the Funding Period ends after the Distribution Date
in a
month, the immediately succeeding Distribution Date.
Group
1 Certificates: As specified in the Preliminary
Statement.
Group
1 Priority Amount: With respect to any Distribution Date, the sum of (i) the
product of (A) the Scheduled Principal Distribution Amount, (B) the Shift
Percentage and (C) the Group 1 Priority Percentage and (ii) the product of
(A)
the Unscheduled Principal Distribution Amount, (B) the Shift Percentage and
(C)
the Group 1 Priority Percentage.
Group
1 Priority Percentage: As to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the Class
Certificate Balance of the Class 1-A-4 Certificates immediately prior to
such
Distribution Date and the denominator of which is the aggregate of the
applicable Non-PO Percentage of the Stated Principal Balance of each Mortgage
Loan in Loan Group 1 as of the Due Date in the month preceding the month
of such
Distribution Date (after giving effect to Principal Prepayments received
in the
Prepayment Period related to that prior Due Date).
Group
1 Senior Certificates: As specified in the Preliminary
Statement.
Group
2 Certificates: As specified in the Preliminary
Statement.
I-12
Group
2 Senior Certificates: As specified in the Preliminary
Statement.
Group
3 Certificates: As specified in the Preliminary
Statement.
Group
3 Senior Certificates: As specified in the Preliminary
Statement.
Group
I Available Funds: As to any Distribution Date and the Mortgage
Loans in a Loan Group in Aggregate Loan Group I, the sum of (a) the aggregate
amount held in the Certificate Account at the close of business on the related
Determination Date, including any Subsequent Recoveries, in respect of such
Mortgage Loans net of the related Amount Held for Future Distribution, net
of
the related Prepayment Charges received and net of amounts permitted to be
withdrawn from the Certificate Account pursuant to clauses (i) –(viii),
inclusive, of Section 3.08(a) in respect of such Mortgage Loans, and amounts
permitted to be withdrawn from the Distribution Account pursuant to clauses
(i)
–(v), inclusive, of Section 3.08(b) in respect of such Mortgage Loans, (b)
the
amount of the related Advance, (c) in connection with Defective Mortgage
Loans
in such Loan Group, as applicable, the aggregate of the Purchase Prices and
Substitution Adjustment Amounts deposited on the related Distribution Account
Deposit Date, (d) on each Funding Period Distribution Date, the amount, if
any,
transferred from the Capitalized Interest Account in respect of the applicable
Capitalized Interest Requirement, and (e) on the last Funding Period
Distribution Date, the amount, if any, transferred from the Pre-Funding Account
representing the Remaining Non-PO Pre-Funded Amount with respect to that
Loan
Group and the Remaining PO Pre-Funded Amount with respect to that Loan Group;
provided, however, that after a Senior Termination Date, Group I Available
Funds
with respect to the Loan Group relating to the remaining Senior Certificate
Group related to Aggregate Loan Group I shall include the Group I Available
Funds from the other Loan Group in Aggregate Loan Group I after all
distributions are made on the Senior Certificates of the other Senior
Certificate Group related to Aggregate Loan Group I and on any Distribution
Date
thereafter, Group I Available Funds for Aggregate Loan Group I shall be
calculated based upon all the Mortgage Loans in Aggregate Loan Group I, as
opposed to the Mortgage Loans in the related Loan Group. The Holders
of the Class P Certificates will be entitled to all Prepayment Charges received
on the Mortgage Loans in Aggregate Loan Group I and such amounts will not
be
available for distribution to the Holders of any other Class of
Certificates.
Group
I Certificates: As specified in the Preliminary
Statement
Group
I Senior Certificates: As specified in the Preliminary
Statement.
Group
II Certificates: As specified in the Preliminary
Statement
Group
II Senior Certificates: As specified in the Preliminary
Statement.
Index: With
respect to any Interest Accrual Period for the COFI Certificates, if any,
the
then-applicable index used by the Trustee pursuant to Section 4.07 to determine
the applicable Pass-Through Rate for such Interest Accrual Period for the
COFI
Certificates.
Indirect
Participant: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a custodial
relationship with a Depository Participant.
Initial
Certification: As defined in Section
2.02(a) hereof.
Initial
Component Balance: As specified in the Preliminary
Statement.
I-13
Initial
Cut-off Date: With respect to any Initial Mortgage Loan, the
later of (i) the date of origination of such Mortgage Loan and (ii) February
1,
2007.
Initial
Cut-off Date Pool Principal Balance: As to Aggregate Loan Group I
and Aggregate Loan Group II, $371,443,786.03 and $199,177,324.13,
respectively.
Initial
LIBOR Rate: 5.32% per annum.
Initial
Mortgage Loan: A Mortgage Loan conveyed to the Trust Fund on the
Closing Date pursuant to this Agreement as identified on the Mortgage Loan
Schedule delivered to the Trustee on the Closing Date.
Insurance
Policy: With respect to any Mortgage Loan included in the Trust
Fund, any insurance policy other than the Class 3-A-2 Policy, including all
riders and endorsements thereto in effect, including any replacement policy
or
policies for any Insurance Policies.
Insurance
Proceeds: Proceeds paid by an insurer pursuant to any Insurance
Policy, in each case other than any amount included in such Insurance Proceeds
in respect of Insured Expenses.
Insured
Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.
Interest
Accrual Period: With respect to each Class of Delay Certificates,
its corresponding Sub WAC REMIC Regular Interest and any Distribution Date,
the
calendar month prior to the month of such Distribution Date. With
respect to any Class of Non-Delay Certificates, its corresponding Sub WAC
REMIC
Regular Interest and any Distribution Date, the one month period commencing
on
the 25th day of the month preceding the month in which such Distribution
Date
occurs and ending on the 24th day of the month in which such Distribution
Date
occurs.
Interest
Determination Date: With respect to (a) any Interest Accrual
Period for any LIBOR Certificates and (b) any Interest Accrual Period for
the
COFI Certificates for which the applicable Index is LIBOR, the second Business
Day prior to the first day of such Interest Accrual Period.
Interest
Distribution Amount: With respect to any Distribution Date, the
related Class Optimal Interest Distribution Amount prior to any reduction
pursuant to Section 4.02(d).
Item
1119 Party: The Depositor, any Seller, the Master Servicer, the
Trustee, any Subservicer, any originator identified in the Prospectus
Supplement, the Corridor Contract Counterparties and any other material
transaction party, as identified in Exhibit X hereto, as updated pursuant
to
Section 11.04.
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.
Lender
PMI Mortgage Loan: Certain Mortgage Loans as to which the lender
(rather than the borrower) acquires the Primary Insurance Policy and charges
the
related borrower an interest premium.
LIBOR: The
London interbank offered rate for one-month United States dollar deposits
calculated in the manner described in Section 4.08.
I-14
LIBOR
Certificates: As specified in the Preliminary
Statement.
Limited
Exchange Act Reporting Obligations: The obligations of the Master
Servicer under Section 3.16(b), Section 6.02 and Section 6.04 with respect
to
notice and information to be provided to the Depositor and Article XI (except
Section 11.07(a)(1) and (2)).
Liquidated
Mortgage Loan: With respect to any Distribution Date, a defaulted
Mortgage Loan (including any REO Property) which was liquidated in the calendar
month preceding the month of such Distribution Date and as to which the Master
Servicer has determined (in accordance with this Agreement) that it has received
all amounts it expects to receive in connection with the liquidation of such
Mortgage Loan, including the final disposition of an REO Property.
Liquidation
Proceeds: Amounts, including Insurance Proceeds, received in
connection with the partial or complete liquidation of defaulted 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,
less the sum of related unreimbursed Master Servicing Fees, Servicing Advances
and Advances.
Loan
Group: Any of Loan Group 1, Loan Group 2 or Loan Group 3, as
applicable.
Loan
Group 1: All Mortgage Loans identified as Group 1 Mortgage Loans
on the Mortgage Loan Schedule.
Loan
Group 2: All Mortgage Loans identified as Group 2 Mortgage Loans
on the Mortgage Loan Schedule.
Loan
Group 3: All Mortgage Loans identified as Group 3 Mortgage Loans
on the Mortgage Loan Schedule.
Loan-to-Value
Ratio: With respect to any Mortgage Loan and as to any date of
determination, the fraction (expressed as a percentage) the numerator of
which
is the principal balance of the related Mortgage Loan at such date of
determination and the denominator of which is the Appraised Value of the
related
Mortgaged Property.
Lost
Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Lower
Tier REMIC: As specified in the Preliminary
Statement.
Lower
Tier REMIC Interest: As specified in the Preliminary
Statement.
Class
LTR-A R Interest: As specified in the Preliminary
Statement.
Maintenance: With
respect to any Cooperative Unit, the rent paid by the Mortgagor to the
Cooperative Corporation pursuant to the Proprietary Lease.
Majority
in Interest: As to any Class of Regular Certificates, the
Holders of Certificates of such Class evidencing, in the aggregate, at
least 51% of the Percentage Interests evidenced by all Certificates of such
Class.
Master
REMIC: As described in the Preliminary Statement.
I-15
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, 12:30 p.m.
Pacific time on the Business Day immediately preceding such Distribution
Date.
Master
Servicing Fee: As to each Mortgage Loan and any Distribution
Date, an amount payable out of each full payment of interest received on
such
Mortgage Loan and equal to one-twelfth of the Master Servicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of the
Due
Date in the month preceding the month of such Distribution Date, subject
to
reduction as provided in Section 3.14.
Master
Servicing Fee Rate: With respect to each Mortgage Loan, the per
annum rate set forth on the Mortgage Loan Schedule.
MERS: Mortgage
Electronic Registration Systems, Inc., a corporation organized and existing
under the laws of the State of Delaware, or any successor thereto.
MERS
Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS
System.
MERS
®
System: The system of recording transfers of mortgages
electronically maintained by MERS.
Middle
Tier REMIC: As specified in the Preliminary
Statement.
Middle
Tier REMIC Interest: As specified in the Preliminary
Statement.
Middle
Tier REMIC Regular Interest: As specified in the Preliminary
Statement.
MIN: The
Mortgage Identification Number for any MERS Mortgage Loan.
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 4.06.
Moody’s: Xxxxx’x
Investors Service, Inc., or any successor thereto. If Xxxxx’x is
designated as a Rating Agency in the Preliminary Statement, for purposes
of
Section 10.05(b) the address for notices to Moody’s shall be Xxxxx’x Investors
Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Residential Pass-Through Monitoring, or such other address as Moody’s may
hereafter furnish to the Depositor or the Master Servicer.
Mortgage: The
mortgage, deed of trust or other instrument creating a first lien on an estate
in fee simple or leasehold interest 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
Loans: Such of the mortgage loans as from time to time are
transferred and assigned to the Trustee pursuant to the provisions hereof
and
any Supplemental Transfer Agreement and that are held as a 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.
I-16
Mortgage
Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Master Servicer to reflect the addition of Substitute Mortgage
Loans, the addition of any Supplemental Mortgage Loans pursuant to the
provisions of this Agreement and any Supplemental Transfer Agreement and
the
deletion of Deleted Mortgage Loans pursuant to the provisions of this Agreement)
transferred to the Trustee as part of the Trust Fund and from time to time
subject to this Agreement, attached hereto as Schedule I, setting forth the
following information with respect to each Mortgage Loan by Loan
Group:
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(i)
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the
loan number;
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(ii)
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the
Mortgagor’s name and the street address of the Mortgaged Property,
including the zip code;
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(iii)
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the
maturity date;
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(iv)
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the
original principal balance;
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(v)
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the
Cut-off Date Principal Balance;
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(vi)
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the
first payment date of the Mortgage
Loan;
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(vii)
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the
Scheduled Payment in effect as of the Cut-off
Date;
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(viii)
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the
Loan-to-Value Ratio at origination;
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(ix)
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a
code indicating whether the residential dwelling at the time of
origination was represented to be
owner-occupied;
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(x)
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a
code indicating whether the residential dwelling is either (a)
a detached
single family dwelling (b) a dwelling in a de minimis PUD, (c)
a
condominium unit or PUD (other than a de minimis PUD), (d) a two-
to
four-unit residential property or (e) a Cooperative
Unit;
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(xi)
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the
Mortgage Rate;
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(xii)
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a
code indicating whether the Mortgage Loan is a Countrywide Mortgage
Loan,
a Park Granada Mortgage Loan, a Park Monaco Mortgage Loan or a
Park Sienna
Mortgage Loan;
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(xiii)
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a
code indicating whether the Mortgage Loan is a Lender PMI Mortgage
Loan
and, in the case of any Lender PMI Mortgage Loan, a percentage
representing the amount of the related interest premium charged
to the
borrower;
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(xiv)
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the
purpose for the Mortgage Loan;
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(xv)
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the
type of documentation program pursuant to which the Mortgage Loan
was
originated;
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(xvi)
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the
direct servicer as of the Cut-off Date and the Master Servicing
Fee Rate;
and
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I-17
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(xvii)
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a
code indicating whether the Mortgage Loan is a MERS Mortgage
Loan.
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Such
schedule shall also set forth the total of the amounts described under (iv)
and
(v) above for all of the Mortgage Loans and for each Loan Group and Aggregate
Loan Group. Countrywide shall update the Mortgage Loan Schedule in
connection with each Supplemental Transfer Agreement within a reasonable
period
of time after delivery to it of the Schedule of Supplemental Mortgage Loans
attached to the related Supplemental Transfer Agreement as Schedule A
thereto.
Mortgage
Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage
Loan.
Mortgage
Rate: The annual rate of interest borne by a Mortgage Note from
time to time, net of any interest premium charged by the mortgagee to obtain
or
maintain any Primary Insurance Policy.
Mortgaged
Property: The underlying property securing a Mortgage Loan,
which, with respect to a Cooperative Loan, is the related Coop Shares and
Proprietary Lease.
Mortgagor: The
obligor(s) on a Mortgage Note.
National
Cost of Funds Index: The National Monthly Median Cost of Funds
Ratio to SAIF-Insured Institutions published by the Office of Thrift
Supervision.
Net
Prepayment Interest Shortfalls: As to any Distribution Date and
Loan Group in an Aggregate Loan Group, the amount by which the aggregate
of the
Prepayment Interest Shortfalls for such Loan Group for such Distribution
Date
exceeds an amount equal to the sum of (a) the Compensating Interest for such
Loan Group and Distribution Date and (b) the excess, if any, of the Compensating
Interest for the other Loan Group in such Aggregate Loan Group, if any, for
such
Distribution Date over the Prepayment Interest Shortfalls experienced by
the
Mortgage Loans in such other Loan Group.
Non-Delay
Certificates: As specified in the Preliminary
Statement.
Non-Discount
Mortgage Loan: Any Mortgage Loan in a Loan Group in Aggregate
Loan Group I with an Adjusted Net Mortgage Rate that is greater than or equal
to
the Required Coupon for that Loan Group.
Non-PO
Formula Principal Amount: As to any Distribution Date and Loan
Group in Aggregate Loan Group I, the sum of (i) the sum of the applicable
Non-PO
Percentage of (a) the principal portion of each Scheduled Payment (without
giving effect to any reductions thereof caused by any Debt Service Reductions
or
Deficient Valuations) due on each Mortgage Loan in the related Loan Group
on the
related Due Date, (b) the Stated Principal Balance of each Mortgage Loan
in the
related Loan Group that was repurchased by a Seller or purchased by the Master
Servicer pursuant to this Agreement as of such Distribution Date, (c) the
Substitution Adjustment Amount in connection with any Deleted Mortgage Loan
in
such Loan Group received with respect to such Distribution Date, (d) any
Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal
of Mortgage Loans in the related Loan Group that are not yet Liquidated Mortgage
Loans received during the calendar month preceding the month of such
Distribution Date, (e) with respect to each Mortgage Loan in such Loan Group
that became a Liquidated Mortgage Loan during the calendar month preceding
the
month of such Distribution Date, the amount of the Liquidation Proceeds
allocable to principal received during the calendar month preceding the month
of
such Distribution Date with respect to such Mortgage Loan, and (f) all Principal
Prepayments for such Loan Group received during the related Prepayment Period,
(ii) (A) any Subsequent Recoveries for such Loan Group received during the
calendar month preceding the month of such Distribution Date, or (B) with
respect to Subsequent Recoveries attributable to a Discount Mortgage Loan
in
such Loan Group which incurred a Realized Loss after the Senior Credit Support
Depletion Date, the Non-PO Percentage of any such Subsequent Recoveries received
during the calendar month preceding the month of such Distribution Date and
(iii) on the last Funding Period Distribution Date, the Remaining Non-PO
Pre-Funded Amount for such Loan Group.
I-18
Non-PO
Percentage: As to any Discount Mortgage Loan in a Loan Group in
Aggregate Loan Group I, a fraction (expressed as a percentage) the numerator
of
which is the Adjusted Net Mortgage Rate of such Discount Mortgage Loan and
the
denominator of which is the Required Coupon for such Loan Group. As
to any Non-Discount Mortgage Loan, 100%.
Non-PO
Pool Balance: As to any Loan Group in Aggregate Loan Group I and
any Due Date, the excess, if any, of (i) the aggregate Stated Principal Balance
of all Mortgage Loans in the related Loan Group over (ii) the sum of the
PO
Percentage of the Stated Principal Balance of each Discount Mortgage Loan
in
that Loan Group.
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 be ultimately recoverable by the Master Servicer from
the
related Mortgagor, related Liquidation Proceeds, Subsequent Recoveries or
otherwise.
Notice
of Final Distribution: The notice to be provided pursuant to
Section 9.02 to the effect that final distribution on any of the Certificates
shall be made only upon presentation and surrender thereof.
Notional
Amount: With respect to the Interest Accrual Period with
respect to any Distribution Date and:
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·
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the
Class 1-A-7 Certificates, an amount equal to the sum of (i) the
product of
(a) the Class Certificate Balance of the Class 1-A-5 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.50 and the denominator of which is 5.75
and (ii)
the product of (a) the Class Certificate Balance of the Class 1-A-6
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.25 and the denominator of
which is
5.75;
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·
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the
Class 1-A-15 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 1-A-13 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.50 and the denominator of which is 5.75
and (ii)
the product of (a) the Class Certificate Balance of the Class 1-A-14
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.25 and the denominator of
which is
5.75;
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·
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the
Class 2-A-2 Certificates, an amount equal to the Class Certificate
Balance
of the Class 2-A-1 Certificates immediately prior to such Distribution
Date;
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·
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the
Class 2-A-7 Certificates, an amount equal to the Class Certificate
Balance
of the Class 2-A-6 Certificates immediately prior to such Distribution
Date;
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·
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the
Class 2-A-14 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2-A-11 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.75 and the denominator of which is 6.00,
(ii) the
product of (a) the Class Certificate Balance of the Class 2-A-12
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.50 and the denominator of
which is
6.00 and (iii) the product of (a) the Class Certificate Balance
of the
Class 2-A-13 Certificates immediately prior to such Distribution
Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of
which is 6.00;
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I-19
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·
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the
Class 2-A-18 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2-A-15 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.75 and the denominator of which is 6.00,
(ii) the
product of (a) the Class Certificate Balance of the Class 2-A-16
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.50 and the denominator of
which is
6.00 and (iii) the product of (a) the Class Certificate Balance
of the
Class 2-A-17 Certificates immediately prior to such Distribution
Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of
which is 6.00;
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|
|
·
|
the
Class 2-A-22 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2-A-19 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.75 and the denominator of which is 6.00,
(ii) the
product of (a) the Class Certificate Balance of the Class 2-A-20
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.50 and the denominator of
which is
6.00 and (iii) the product of (a) the Class Certificate Balance
of the
Class 2-A-21 Certificates immediately prior to such Distribution
Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of
which is 6.00;
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|
|
·
|
the
Class 2-A-26 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2-A-23 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.75 and the denominator of which is 6.00,
(ii) the
product of (a) the Class Certificate Balance of the Class 2-A-24
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.50 and the denominator of
which is
6.00 and (iii) the product of (a) the Class Certificate Balance
of the
Class 2-A-25 Certificates immediately prior to such Distribution
Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of
which is 6.00;
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|
|
·
|
the
Class 2-A-30 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2-A-27 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.75 and the denominator of which is 6.00,
(ii) the
product of (a) the Class Certificate Balance of the Class 2-A-28
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.50 and the denominator of
which is
6.00 and (iii) the product of (a) the Class Certificate Balance
of the
Class 2-A-29 Certificates immediately prior to such Distribution
Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of
which is 6.00;
|
|
|
·
|
the
Class 2-A-34 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2-A-31 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.75 and the denominator of which is 6.00,
(ii) the
product of (a) the Class Certificate Balance of the Class 2-A-32
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.50 and the denominator of
which is
6.00 and (iii) the product of (a) the Class Certificate Balance
of the
Class 2-A-33 Certificates immediately prior to such Distribution
Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of
which is 6.00;
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I-20
|
|
·
|
the
Class 2-A-38 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2-A-35 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.75 and the denominator of which is 6.00,
(ii) the
product of (a) the Class Certificate Balance of the Class 2-A-36
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.50 and the denominator of
which is
6.00 and (iii) the product of (a) the Class Certificate Balance
of the
Class 2-A-37 Certificates immediately prior to such Distribution
Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of
which is 6.00;
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|
|
·
|
the
Class 2-A-42 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2-A-39 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.75 and the denominator of which is 6.00,
(ii) the
product of (a) the Class Certificate Balance of the Class 2-A-40
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.50 and the denominator of
which is
6.00 and (iii) the product of (a) the Class Certificate Balance
of the
Class 2-A-41 Certificates immediately prior to such Distribution
Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of
which is 6.00; and
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|
|
·
|
the
Class X Certificates, an amount equal to the aggregate Component
Notional
Amount of the Class X-1 and Class X-2 Components immediately prior
to such
Distribution Date.
|
Notional
Amount Certificates: As specified in the Preliminary
Statement.
Offered
Certificates: As specified in the Preliminary
Statement.
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
(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 or (iv) in the case of any other Person, signed
by
an authorized officer of such Person.
Opinion
of Counsel: A written opinion of counsel, who may be counsel for
a Seller, the Depositor or the Master Servicer, including, in-house counsel,
reasonably acceptable to the Trustee; provided, however, that with respect
to
the interpretation or application of the REMIC Provisions, such counsel must
(i)
in fact be independent of a Seller, the Depositor and the Master Servicer,
(ii)
not have any direct financial interest in a Seller, the Depositor or the
Master
Servicer or in any affiliate thereof, and (iii) not be connected with a Seller,
the Depositor or the Master Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar
functions.
Original
Applicable Credit Support Percentage: With respect to each of the
following Classes of Certificates, the corresponding percentage described
below,
as of the Closing Date:
|
Class
of Certificates
|
Original
Applicable Credit Support Percentage
|
|
Class
M
|
6.75%
|
|
Class
B-1
|
3.40%
|
|
Class
B-2
|
2.15%
|
|
Class
B-3
|
1.35%
|
|
Class
B-4
|
0.80%
|
|
Class
B-5
|
0.35%
|
I-21
Original
Mortgage Loan: The mortgage loan refinanced in connection with
the origination of a Refinancing Mortgage Loan.
Original
Subordinate Principal Balance: On or prior to a Senior
Termination Date, the Subordinated Percentage for a Loan Group in Aggregate
Loan
Group I of the aggregate of the applicable Non-PO Percentage of the Stated
Principal Balance of each Mortgage Loan in such Loan Group as of the Cut-off
Date; or if such date is after a Senior Termination Date, the aggregate Class
Certificate Balance of the Group I Subordinated Certificates as of the Closing
Date.
OTS: The
Office of Thrift Supervision.
Outside
Reference Date: As to any Interest Accrual Period for the COFI
Certificates, the close of business on the tenth day thereof.
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 Due Date, a Mortgage Loan with a Stated
Principal Balance greater than zero, which was not the subject of a Principal
Prepayment in Full prior to such Due Date or during the Prepayment Period
related to such Due Date and which did not become a Liquidated Mortgage Loan
prior to such Due Date.
Overcollateralized
Group: As defined in Section 4.05.
Ownership
Interest: As to any Residual 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
Granada: Park Granada LLC, a Delaware limited liability company,
and its successors and assigns, in its capacity as the seller of the Park
Granada Mortgage Loans to the Depositor.
Park
Granada Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule for which Park Granada is the applicable
Seller.
Park
Monaco: Park Monaco Inc., a Delaware corporation, and its
successors and assigns, in its capacity as the seller of the Park Monaco
Mortgage Loans to the Depositor.
Park
Monaco Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule for which Park Monaco is the applicable
Seller.
I-22
Park
Sienna: Park Sienna LLC, a Delaware limited liability company,
and its successors and assigns, in its capacity as the seller of the Park
Sienna
Mortgage Loans to the Depositor.
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: For any interest bearing Class of Certificates or
Component, the per annum rate set forth or calculated in the manner described
in
the Preliminary Statement.
Percentage
Interest: As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made on the related Class,
such percentage interest being set forth on the face thereof or equal to
the
percentage obtained by dividing the Denomination of such Certificate by the
aggregate of the Denominations of all Certificates of the same
Class.
Performance
Certification: As defined in Section 11.05.
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 will not result in
the
downgrading or withdrawal of the ratings then assigned to the Certificates
by each Rating Agency (without regard to the Class 3-A-2
Policy);
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|
|
(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 will not result in the downgrading or withdrawal of the ratings
then
assigned to the Certificates by each Rating Agency (without regard
to the
Class 3-A-2 Policy);
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|
|
(iv)
|
certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the
laws of the
United States or of any state thereof and subject to supervision
and
examination by federal and/or state banking authorities, provided
that the
commercial paper and/or long term unsecured debt obligations of
such
depository institution or trust company (or in the case of the
principal
depository institution in a holding company system, the commercial
paper
or long-term unsecured debt obligations of such holding company,
but only
if Xxxxx’x is not a Rating Agency) are then rated one of the two highest
long-term and the highest short-term ratings of each Rating Agency
for
such securities, or such lower ratings as will not result in the
downgrading or withdrawal of the rating then assigned to the Certificates
by either Rating Agency (without regard to the Class 3-A-2
Policy);
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|
|
(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;
|
I-23
|
|
(vi)
|
units
of a taxable money-market portfolio having the highest rating assigned
by
each Rating Agency (except if Fitch is a Rating Agency and has
not rated
the portfolio, the highest rating assigned by Moody’s) and restricted to
obligations issued or guaranteed by the United States of America
or
entities whose obligations are backed by the full faith and credit
of the
United States of America and repurchase agreements collateralized
by such
obligations; and
|
|
|
(vii)
|
such
other relatively risk free investments 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
(without regard to the Class 3-A-2 Policy) by either 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
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument.
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)
which 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)(l) of the Code) with respect
to
any Residual 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 created or organized in or under the laws of the United States,
any
state thereof or the District of Columbia, or an estate or trust 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 the authority to control
all substantial decisions of the trust unless such Person has furnished the
transferor and the Trustee with a duly completed Internal Revenue Service
Form
W-8ECI or any applicable successor form, and (vii) any other Person so
designated by the Depositor based upon an Opinion of Counsel that the Transfer
of an Ownership Interest in a Residual Certificate to such Person may cause
any
REMIC hereunder to fail to qualify as a REMIC at any time that the 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, joint venture, limited liability company,
association, joint-stock company, trust, unincorporated organization or
government, or any agency or political subdivision thereof.
Physical
Certificate: As specified in the Preliminary
Statement.
Plan: An
“employee benefit plan” as defined in section 3(3) of ERISA that is subject to
Title I of ERISA, a “plan” as defined in section 4975 of the Code that is
subject to section 4975 of the Code, or any Person investing on behalf of
or
with plan assets (as defined in 29 CFR §2510.3-101 or otherwise under ERISA) of
such an employee benefit plan or plan.
I-24
Planned
Balance: Not applicable.
Planned
Principal Classes: As specified in the Preliminary
Statement.
PO
Formula Principal Amount: As to any Distribution Date and any Class PO
Component, the sum of (i) the sum of the applicable PO Percentage of (a)
the
principal portion of each Scheduled Payment (without giving effect to any
reductions thereof caused by any Debt Service Reductions or Deficient
Valuations) due on each Mortgage Loan in the related Loan Group on the related
Due Date, (b) the Stated Principal Balance of each Mortgage Loan in the related
Loan Group that was repurchased by the applicable Seller or purchased by
the
Master Servicer pursuant to this Agreement as of such Distribution Date,
(c) the
Substitution Adjustment Amount in connection with any Deleted Mortgage Loan
in
the related Loan Group received with respect to such Distribution Date, (d)
any
Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal
of Mortgage Loans in the related Loan Group that are not yet Liquidated Mortgage
Loans received during the calendar month preceding the month of such
Distribution Date, (e) with respect to each Mortgage Loan in the related
Loan
Group that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received with respect to such Mortgage Loan during
the
calendar month preceding the month of such Distribution Date with respect
to
such Mortgage Loan, and (f) all Principal Prepayments with respect to the
Mortgage Loans in the related Loan Group received during the related Prepayment
Period, (ii) with respect to Subsequent Recoveries attributable to a Discount
Mortgage Loan in the related Loan Group which incurred a Realized Loss after
the
Senior Credit Support Depletion Date, the PO Percentage of any such Subsequent
Recoveries on the Mortgage Loans in such Loan Group received during the calendar
month preceding the month of such Distribution Date and (iii) on the last
Funding Period Distribution Date, the Remaining PO Pre-Funded Amount related
to
the applicable Loan Group.
PO
Percentage: As to any Discount Mortgage Loan in a Loan Group in
Aggregate Loan Group I, a fraction (expressed as a percentage) the numerator
of
which is the excess of the Required Coupon for such Loan Group over the Adjusted
Net Mortgage Rate of such Discount Mortgage Loan and the denominator of which
is
such Required Coupon. As to any Non-Discount Mortgage Loan,
0%.
PO
Sublimit: With respect to Loan Group 1 and Loan Group 2, $40,759
and $27,100, respectively.
Pool
Characteristics: With respect to the Mortgage Loans in each Loan
Group as of the Cut-off Date, the characteristics set forth in the sixth
bullet
point under “The Mortgage Pool—Conveyance of Supplemental Mortgage Loans” set
forth on page S-59 of the Prospectus Supplement.
Pool
Stated Principal Balance: As to any Aggregate Loan group and date
of determination, the aggregate of the Stated Principal Balances of the
Outstanding Mortgage Loans in such Aggregate Loan Group plus the amount on
deposit in the Pre-Funding Account allocated to the Loan Group(s) in such
Aggregate Loan Group, exclusive of any investment income included
therein.
Pre-Funded
Amount: The amount deposited in the Pre-Funding Account on the
Closing Date, which shall equal $28,203,654 of which $2,194,322 will be
allocated to Loan Group 1, $18,725,738 will be allocated to Loan Group 2
and
$7,283,594 will be allocated to Loan Group 3.
I-25
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 Alternative Loan Trust 2007-J1, Mortgage Pass-Through
Certificates, Series 2007-J1.” 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 shall be for the account of the
Depositor.
Prepayment
Certificates: As specified in the Preliminary
Statement.
Prepayment
Charge: With respect to any Mortgage Loan, the charges or
premiums, if any, due in connection with a full or partial Principal Prepayment
of such Mortgage Loan within the related Prepayment Charge Period in accordance
with the terms thereof.
Prepayment
Charge Amount: As to any Distribution Date, the sum of the
Prepayment Charges collected on the Mortgage Loans in an Aggregate Loan Group
during the related Prepayment Period and any amounts in respect of such Mortgage
Loans paid pursuant to Section 3.19 for such Distribution Date.
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 Cut-off Date with respect to each
Mortgage Loan, a list attached hereto as Schedule VII, 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 Mortgage Loan. 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 Holders of the Prepayment Certificates
and the Class 3-C Certificates and the NIM Insurer.
Prepayment
Interest Excess: As to any Principal Prepayment received by
Countrywide Home Loans Servicing LP from the first day through the fifteenth
day
of any calendar month (other than the calendar month in which the Initial
Cut-off Date occurs), all amounts paid by the related Mortgagor in respect
of
interest on such Principal Prepayment. All Prepayment Interest Excess
shall be paid to the Master Servicer as additional master servicing
compensation.
Prepayment
Interest Shortfall: As to any Distribution Date, Mortgage Loan
and Principal Prepayment received (a) by Countrywide Home Loans Servicing
LP on
or after the sixteenth day of the month preceding the month of such Distribution
Date (or, in the case of the first Distribution Date, on or after February
1,
2007) and on or before the last day of the month preceding the month of such
Distribution Date or (b) by any other servicer during the month preceding
the
month of such Distribution Date, the amount, if any, by which one month’s
interest at the related Mortgage Rate, net of the Master Servicing Fee Rate,
on
such Principal Prepayment exceeds the amount of interest paid in connection
with
such Principal Prepayment.
I-26
Prepayment
Period: As to any Distribution Date and the related Due Date (i)
with respect to any Mortgage Loan directly serviced by Countrywide Home Loans
Servicing LP, the period from the 16th day of a calendar month (or, in the
case
of the first Distribution Date, from February 1, 2007) through the 15th day
of
the following calendar month and (ii) with respect to any other Mortgage
Loan,
the calendar month immediately preceding the month of that Distribution
Date.
Prepayment
Shift Percentage: Not applicable.
Primary
Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage
Loan.
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
Only Certificates: As specified in the Preliminary Statement.
Principal
Prepayment: Any payment of principal by a Mortgagor on a Mortgage
Loan that is received in advance of its scheduled Due Date and is not
accompanied by an amount 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
Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Principal
Relocation Payment: A payment from any Loan Group in Aggregate
Loan Group I to any Lower Tier REMIC Regular Interest other than a Regular
Interest corresponding to that Loan Group as provided in the Preliminary
Statement. Principal Relocation Payments from a Loan Group shall be
made of the amounts in respect of principal from the Mortgage Loans of the
Loan
Group and shall include a proportionate allocation of the Realized Losses
from
the Mortgage Loans of the Loan Group
Principal
Reserve Fund: A separate Eligible Account created and maintained
by the Trustee pursuant to Section 3.05(j) with a depository institution
in the
name of the Trustee for the benefit of the Holders of the Prepayment
Certificates specified in Section 3.05(j) and designated “The Bank of New York,
Principal Reserve Fund in trust for registered holders of CWALT 2007-J1
Alternative Loan Trust, Mortgage Pass-Through Certificates, Series 2007-J1,
Class P and Class 3-P”.
Private
Certificate: As specified in the Preliminary
Statement.
Pro
Rata Share: As to any Distribution Date, the Subordinated
Principal Distribution Amount for Loan Group 1 or Loan Group 2 and any Class
of
Group I Subordinated Certificates, the portion of each such Subordinated
Principal Distribution Amount allocable to such Class, equal to the product
of
the Subordinated Principal Distribution Amount on such Distribution Date
and a
fraction, the numerator of which is the related Class Certificate Balance
thereof and the denominator of which is the aggregate of the
Class Certificate Balances of the Group I Subordinated
Certificates.
I-27
Proprietary
Lease: With respect to any Cooperative Unit, a lease or occupancy agreement
between a Cooperative Corporation and a holder of related Coop
Shares.
Prospectus: The
Prospectus dated November 14, 2006 generally relating to the mortgage
pass-through certificates to be sold by the Depositor.
Prospectus
Supplement: The Prospectus Supplement dated February 27, 2007
relating to the Offered Certificates.
PUD: Planned
Unit Development.
Purchase
Price: With respect to any Mortgage Loan required to be purchased
by a Seller pursuant to Section 2.02 or 2.03 hereof or purchased at the
option of the Master Servicer pursuant to Section 3.11, an amount equal to
the sum of (i) 100% of the unpaid principal balance of the Mortgage Loan on
the date of such purchase, (ii) accrued interest thereon at the applicable
Mortgage Rate (or at the applicable Adjusted Mortgage Rate if (x) the
purchaser is the Master Servicer or (y) if the purchaser is Countrywide and
Countrywide is an affiliate of the Master Servicer) from the date through
which
interest was last paid by the Mortgagor to the Due Date in the month in which
the Purchase Price is to be distributed to Certificateholders and (iii) costs
and damages incurred by the Trust Fund in connection with a repurchase pursuant
to Section 2.03 hereof that arises out of a violation of any predatory or
abusive lending law with respect to the related Mortgage Loan.
Qualified
Insurer: A mortgage guaranty insurance company duly qualified as
such under the laws of the state of its principal place of business and each
state having jurisdiction over such insurer in connection with the insurance
policy issued by such insurer, duly authorized and licensed in such states
to
transact a mortgage guaranty insurance business in such states and to write
the
insurance provided by the insurance policy issued by it, approved as a
FNMA-approved mortgage insurer and having a claims paying ability rating
of at
least “AA” or equivalent rating by a nationally recognized statistical rating
organization. Any replacement insurer with respect to a Mortgage Loan
must have at least as high a claims paying ability rating as the insurer
it
replaces had on the Closing Date.
Rating
Agency: Each of the Rating Agencies specified in the Preliminary
Statement. If any such organization or a successor is no longer in
existence, “Rating Agency” shall be such nationally recognized statistical
rating organization, or other comparable Person, identified as a “Rating Agency”
under the Underwriter’s Exemption as is 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 the Liquidated Mortgage Loan as of the date of such liquidation,
plus
(ii) interest at the Adjusted Net Mortgage Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders
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
from time to time, minus (iii) the Liquidation Proceeds, if any, received
during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Adjusted Net Mortgage Rate and to principal
of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan which
has become the subject of a Deficient Valuation, 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.
I-28
To
the
extent the Master Servicer receives Subsequent Recoveries with respect to
any
Liquidated Mortgage Loan, the amount of the Realized Loss with respect to
that
Mortgage Loan will be reduced by such Subsequent Recoveries.
Recognition
Agreement: With respect to any Cooperative Loan, an agreement between the
Cooperative Corporation and the originator of such Mortgage Loan which
establishes the rights of such originator in the Cooperative
Property.
Recombination
Group: The Class or Classes of Depositable Certificates and the
related Class or Classes of Exchangeable Certificates included within any
particular “Recombination” specified in Schedule VIII.
Record
Date: With respect to any Distribution Date and the Delay
Certificates, the close of business on the last Business Day of the month
preceding the month of a Distribution Date. With respect to any
Distribution Date and the Non-Delay 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.
Reference
Bank: As defined in Section 4.08(b).
Refinancing
Mortgage Loan: Any Mortgage Loan originated in connection with
the refinancing of an existing mortgage loan.
Regular
Certificates: As specified in the Preliminary
Statement.
Regulation
AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB),
17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and
subject to such clarification and interpretation as have been provided by
the
Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
staff
of the Commission, or as may be provided by the Commission or its staff from
time to time.
Relief
Act: The Servicemembers Civil Relief Act.
Relief
Act Reductions: With respect to any Distribution Date and any
Mortgage Loan in Aggregate Loan Group I as to which there has been a reduction
in the amount of interest collectible thereon for the most recently ended
calendar month as a result of the application of the Relief Act or any similar
state laws, the amount, if any, by which (i) interest collectible on such
Mortgage Loan for the most recently ended calendar month is less than (ii)
interest accrued thereon for such month pursuant to the Mortgage
Note.
Remaining
Non-PO Pre-Funded Amount: With respect to the last Funding Period
Distribution Date and a Loan Group in Aggregate Loan Group I, the excess
of the
amount on deposit in the Pre-Funding Account with respect to that Loan Group
on
such date over the Remaining PO Pre-Funded Amount with respect to that Loan
Group.
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Remaining
PO Pre-Funded Amount: With respect to the last Funding Period
Distribution Date and a Loan Group in Aggregate Loan Group I, the excess
of the
PO Sublimit with respect to that Loan Group over the product of the applicable
PO Percentage of the Stated Principal Balance of each Supplemental Mortgage
Loan
with respect to that Loan Group as of the related Supplemental Cut-off
Date.
REMIC: A
“real estate mortgage investment conduit” within the meaning of section 860D of
the Code.
REMIC
Change of Law: Any proposed, temporary or final regulation,
revenue ruling, revenue procedure or other official announcement or
interpretation relating to REMICs and the REMIC Provisions issued after the
Closing Date.
REMIC
Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations promulgated thereunder, as the foregoing may be in effect from
time
to time as well as provisions of applicable state laws.
REO
Property: A Mortgaged Property acquired by the Trust Fund through
foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Reportable
Event: Any event required to be reported on Form 8-K and, in any
event, the following:
(a) entry
into a definitive agreement related to the Trust Fund, the Certificates or
the
Mortgage Loans, or an amendment to a Transaction Document, even if the Depositor
is not a party to such agreement (e.g., a servicing agreement with a servicer
contemplated by Item 1108(a)(3) of Regulation AB);
(b) termination
of a Transaction Document (other than by expiration of the agreement on its
stated termination date or as a result of all parties completing their
obligations under such agreement), even if the Depositor is not a party to
such
agreement (e.g., a servicing agreement with a servicer contemplated by Item
1108(a)(3) of Regulation AB);
(c) with
respect to the Master Servicer only, if the Master Servicer becomes aware
of any
bankruptcy or receivership with respect to Countrywide, the Depositor, the
Master Servicer, any Subservicer, the Trustee, any enhancement or support
provider contemplated by Items 1114(b) or 1115 of Regulation AB, or any other
material party contemplated by Item 1101(d)(1) of Regulation AB;
(d) with
respect to the Trustee, the Master Servicer and the Depositor only, the
occurrence of an early amortization, performance trigger or other event,
including an Event of Default under this Agreement;
(e) the
resignation, removal, replacement, substitution of the Master Servicer, any
Subservicer or the Trustee;
(f) with
respect to the Master Servicer only, if the Master Servicer becomes aware
that
(i) any material enhancement or support specified in Item 1114(a)(1) through
(3)
of Regulation AB or Item 1115 of Regulation AB that was previously applicable
regarding one or more Classes of the Certificates has terminated other than
by
expiration of the contract on its stated termination date or as a result
of all
parties completing their obligations under such agreement; (ii) any material
enhancement specified in Item 1114(a)(1) through (3) of Regulation AB or
Item
1115 of Regulation AB has been added with respect to one or more Classes
of the
Certificates; or (iii) any existing material enhancement or support specified
in
Item 1114(a)(1) through (3) of Regulation AB or Item 1115 of Regulation AB
with
respect to one or more Classes of the Certificates has been materially amended
or modified; and
I-30
(g) with
respect to the Trustee, the Master Servicer and the Depositor only, a required
distribution to Holders of the Certificates is not made as of the required
Distribution Date under this Agreement.
Reporting
Subcontractor: With respect to the Master Servicer or the
Trustee, any Subcontractor determined by such Person pursuant to Section
11.08(b) to be “participating in the servicing function” within the meaning of
Item 1122 of Regulation AB. References to a Reporting Subcontractor
shall refer only to the Subcontractor of such Person and shall not refer
to
Subcontractors generally.
Request
for Release: The Request for Release submitted by the Master
Servicer to the Trustee, substantially in the form of Exhibits M and N, as
appropriate.
Required
Coupon: With respect to the Mortgage Loans in Loan Group 1, 5.75%
per annum and with respect to the Mortgage Loans in Loan Group 2, 6.00% per
annum.
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.
Residual
Certificates: As specified in the Preliminary
Statement.
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.
Restricted
Classes: As defined in Section 4.02(e).
Xxxxxxxx-Xxxxx
Certification: As defined in Section 11.05.
S&P: Standard
& Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. If
S&P is designated as a Rating Agency in the Preliminary Statement, for
purposes of Section 10.05(b) the address for notices to S&P shall be
Standard & Poor’s, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Mortgage Surveillance Monitoring, or such other address as S&P may hereafter
furnish to the Depositor and the Master Servicer.
Scheduled
Balances: Not applicable.
Scheduled
Classes: As specified in the Preliminary Statement.
Scheduled
Payment: The scheduled monthly payment on a Mortgage Loan due on
any Due Date allocable to principal and/or interest on such Mortgage Loan
which,
unless otherwise specified herein, shall give effect to any related Debt
Service
Reduction and any Deficient Valuation that affects the amount of the monthly
payment due on such Mortgage Loan.
I-31
Scheduled
Principal Distribution Amount: As to any Distribution Date and
Loan Group in Aggregate Loan Group I, an amount equal to the sum of the Non-PO
Percentage of all amounts described in subclauses (a) through (d) of clause
(i)
of the definition of Non-PO Formula Principal Amount for such Loan Group
and
Distribution Date.
Securities
Act: The Securities Act of 1933, as amended.
Seller: Countrywide,
Park Granada, Park Monaco or Park Sienna, as applicable.
Senior
Certificate Group: As specified in the Preliminary
Statement
Senior
Certificates: As specified in the Preliminary
Statement.
Senior
Credit Support Depletion Date: The date on which the
Class Certificate Balance of each Class of Group I Subordinated
Certificates has been reduced to zero.
Senior
Percentage: As to any Senior Certificate Group related to
Aggregate Loan Group I and Distribution Date, the percentage equivalent of
a
fraction, not in excess of 100%, the numerator of which is the aggregate
Class
Certificate Balance of the Senior Certificates of such Senior Certificate
Group
(other than the related Class PO Component and Class X Component) immediately
prior to such Distribution Date and the denominator of which is the aggregate
of
the applicable Non-PO Percentage of the Stated Principal Balance of each
Mortgage Loan in the related Loan Group as of the Due Date occurring in the
month prior to the month of such Distribution Date (after giving effect to
Principal Prepayments received in the Prepayment Period related to such prior
Due Date); provided, however, that on any Distribution Date after a Senior
Termination Date, the Senior Percentage for the Senior Certificates of the
remaining Senior Certificate Group is the percentage equivalent of a fraction,
the numerator of which is the aggregate Class Certificate Balance of the
Senior
Certificates (other than the related Class PO Component and Class X Component)
of such remaining Senior Certificate Group immediately prior to such
Distribution Date and the denominator of which is the aggregate Class
Certificate Balance of all Classes of Group I Certificates (other than the
Class
PO Certificates and the Notional Amount Certificates) immediately prior to
such
Distribution Date.
Senior
Prepayment Percentage: As to a Senior Certificate Group related
to Aggregate Loan Group I and any Distribution Date during the five years
beginning on the first Distribution Date, 100%. The Senior Prepayment
Percentage for any Distribution Date occurring on or after the fifth anniversary
of the first Distribution Date will, except as provided herein, be as follows:
for any Distribution Date in the first year thereafter, the related Senior
Percentage plus 70% of the related Subordinated Percentage for such Distribution
Date; for any Distribution Date in the second year thereafter, the related
Senior Percentage plus 60% of the related Subordinated Percentage for such
Distribution Date; for any Distribution Date in the third year thereafter,
the
related Senior Percentage plus 40% of the related Subordinated Percentage
for
such Distribution Date; for any Distribution Date in the fourth year thereafter,
the related Senior Percentage plus 20% of the related Subordinated Percentage
for such Distribution Date; and for any Distribution Date thereafter, the
related Senior Percentage for such Distribution Date (unless on any Distribution
Date the Senior Percentage exceeds the initial Senior Percentage of such
Senior
Certificate Group, in which case the Senior Prepayment Percentage for each
Senior Certificate Group related to Aggregate Loan Group I for such Distribution
Date will once again equal 100%). Notwithstanding the foregoing, no
decrease in any Senior Prepayment Percentage will occur unless both of the
Senior Step Down Conditions are satisfied with respect to all of the Loan
Groups
in Aggregate Loan Group I.
I-32
Senior
Principal Distribution Amount: As to any Distribution Date and
Senior Certificate Group related to Aggregate Loan Group I, the sum of (i)
the
sum, not less than zero, of the related Senior Percentage of the applicable
Non-PO Percentage of all amounts described in subclauses (a) through (d)
of
clause (i) of the definition of “Non-PO Formula Principal Amount” with respect
to the related Loan Group for such Distribution Date, (ii) with respect to
each
Mortgage Loan in the related Loan Group that became a Liquidated Mortgage
Loan
during the calendar month preceding the month of such Distribution Date,
the
lesser of (x) the related Senior Percentage of the applicable Non-PO Percentage
of the Stated Principal Balance of such Mortgage Loan and (y) the related
Senior
Prepayment Percentage of the applicable Non-PO Percentage of the amount of
the
Liquidation Proceeds allocable to principal received with respect to such
Mortgage Loan, and (iii) the sum of (x) the related Senior Prepayment Percentage
of the applicable Non-PO Percentage of the amounts described in subclause
(f) of
clause (i) of the definition of “Non-PO Formula Principal Amount” with respect
to the related Loan Group for such Distribution Date plus (y) on the last
Funding Period Distribution Date, the amount, if any, of the Remaining Non-PO
Pre-Funded Amount plus (z) the Senior Prepayment Percentage of any Subsequent
Recoveries described in clause (ii) of the definition of “Non-PO Formula
Principal Amount” for such Distribution Date; provided, however, on any
Distribution Date after a Senior Termination Date, the Senior Principal
Distribution Amount for the remaining Senior Certificate Group in Aggregate
Loan
Group I will be calculated pursuant to the above formula based on all the
Mortgage Loans in Aggregate Loan Group I, as opposed to the Mortgage Loans
in
the related Loan Group and, if such Distribution Date is a Senior Termination
Date, shall be reduced by the amount of the principal distribution made pursuant
to (a) if the Group 1 Senior Certificates are reduced to zero on such date,
Section 4.02(a)(1)(iv)(y) and (b) if the Group 2 Senior Certificates are
reduced
to zero on such date, Section 4.02(a)(2)(iv)(y).
Senior
Step Down Conditions: With respect to the Mortgage Loans in a Loan Group in
Aggregate Loan Group I as of the first Distribution Date as to which any
decrease in the Senior Prepayment Percentage applies:, (i) the outstanding
principal balance of all Mortgage Loans delinquent 60 days or more (including
Mortgage Loans in foreclosure, REO Property and Mortgage Loans the mortgagors
of
which are in bankruptcy) (averaged over the preceding six month period),
as a
percentage of (a) if such date is on or prior to a Senior Termination Date,
the
Subordinated Percentage for such Loan Group of the aggregate of the applicable
Non-PO Percentage of the aggregate Stated Principal Balance of the Mortgage
Loans in that Loan Group, or (b) if such date is after a Senior Termination
Date, the aggregate Class Certificate Balance of the Group I Subordinated
Certificates on such Distribution Date, does not equal or exceed 50%, and
(ii)
cumulative Realized Losses on the Mortgage Loans in each Loan Group in Aggregate
Loan Group I do not exceed: (a) commencing with the Distribution Date on
the
fifth anniversary of the first Distribution Date, 30% of the Original
Subordinate Principal Balance, (b) commencing with the Distribution Date
on the
sixth anniversary of the first Distribution Date, 35% of the Original
Subordinate Principal Balance, (c) commencing with the Distribution Date
on the
seventh anniversary of the first Distribution Date, 40% of the Original
Subordinate Principal Balance, (d) commencing with the Distribution Date
on the
eighth anniversary of the first Distribution Date, 45% of the Original
Subordinate Principal Balance, and (e) commencing with the Distribution Date
on
the ninth anniversary of the first Distribution Date, 50% of the Original
Subordinate Principal Balance.
Senior
Termination Date: For any Senior Certificate Group related to
Aggregate Loan Group I, the Distribution Date on which the aggregate Class
Certificate Balance of the Senior Certificates in such Senior Certificate
Group
(other than the related Class PO Component) has been reduced to
zero.
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, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
expenses reimbursable to the Master Servicer pursuant to Section 3.11 and
any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Section 3.09.
I-33
Servicing
Criteria: The “servicing criteria” set forth in Item 1122(d) of
Regulation AB.
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.
Shift
Percentage: As to any Distribution Date occurring during the five
years beginning on the first Distribution Date, 0%. For any
Distribution Date occurring on or after the fifth anniversary of the first
Distribution Date as follows: for any Distribution Date in the first year
thereafter, 30%; for any Distribution Date in the second year thereafter,
40%;
for any Distribution Date in the third year thereafter, 60%; for any
Distribution Date in the fourth year thereafter, 80%; and for any Distribution
Date thereafter, 100%.
SR-A-R
Interest: The sole Class of “residual interest” in the Subsidiary
REMIC.
Startup
Day: The Closing Date.
Stated
Principal Balance: As to any Mortgage Loan and Due Date, the
unpaid principal balance of such Mortgage Loan as of such Due Date, as specified
in the amortization schedule at the time relating thereto (before any adjustment
to such amortization schedule by reason of any moratorium or similar waiver
or
grace period) after giving effect to the sum of: (i) any previous partial
Principal Prepayments and the payment of principal due on such Due Date,
irrespective of any delinquency in payment by the related Mortgagor, (ii)
Liquidation Proceeds allocable to principal (other than with respect to any
Liquidated Mortgage Loan) received in the prior calendar month and Principal
Prepayments received through the last day of the related Prepayment Period,
in
each case, with respect to that Mortgage Loan and (iii) any Realized Loss
previously incurred in connection with a Deficient Valuation. The
Stated Principal Balance of any Mortgage Loan that becomes a Liquidated Mortgage
Loan will be zero.
Streamlined
Documentation Mortgage Loan: Any Mortgage Loan originated
pursuant to Countrywide’s Streamlined Loan Documentation Program then in
effect. For the purposes of this Agreement, a Mortgagor is eligible
for a mortgage pursuant to Countrywide’s Streamlined Loan Documentation Program
if that Mortgagor is refinancing an existing mortgage loan that was originated
or acquired by Countrywide where, among other things, the mortgage loan has
not
been more than 30 days delinquent in payment during the previous twelve-month
period.
Strike
Rate: With respect to each Class of Covered Certificates, the
applicable rate set forth below:
|
Class
of Covered
Certificates
|
Strike
Rate
|
|
|
Class
2-A-1
Certificates
|
5.80%
|
|
|
Class
2-A-6
Certificates
|
5.40%
|
Subcontractor: Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing (as “servicing” is commonly understood by participants in the
mortgage-backed securities market) of Mortgage Loans but performs one or
more
discrete functions identified in Item 1122(d) of Regulation AB with respect
to
the Mortgage Loans under the direction or authority of the Master Servicer
or a
Subservicer or the Trustee, as the case may be.
I-34
Subordinated
Certificates: As specified in the Preliminary
Statement.
Subordinated
Percentage: As to any Loan Group in Aggregate Loan Group I and
Distribution Date on or prior to a Senior Termination Date, 100% minus the
Senior Percentage for the Senior Certificate Group relating to such Loan
Group
for such Distribution Date. As to any Distribution Date after a
Senior Termination Date, 100% minus the Senior Percentage for such Distribution
Date.
Subordinated
Portion: For any Distribution Date and Aggregate Loan Group I, an
amount equal to the aggregate Stated Principal Balance of the Mortgage Loans
in
the related Loan Group in Aggregate Loan Group I as of the end of the Prepayment
Period related to the immediately preceding Distribution Date, minus the
aggregate Class Certificate Balance of the related Senior Certificates
immediately prior to such Distribution Date.
Subordinated
Prepayment Percentage: As to any Distribution Date and Loan Group
in Aggregate Loan Group I, 100% minus the related Senior Prepayment Percentage
for such Distribution Date.
Subordinated
Principal Distribution Amount: With respect to any Distribution
Date and Loan Group in Aggregate Loan Group I, an amount equal to the excess
of
(A) the sum, not less than zero, of (i) the Subordinated Percentage
of the applicable Non-PO Percentage for such Loan Group of all amounts described
in subclauses (a) through (d) of clause (i) of the definition of “Non-PO Formula
Principal Amount” for such Distribution Date, (ii) with respect to each Mortgage
Loan that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the applicable Non-PO Percentage of
the
amount of the Liquidation Proceeds allocated to principal received with respect
thereto remaining after application thereof pursuant to clause (ii) of the
definition of Senior Principal Distribution Amount, up to the Subordinated
Percentage for such Loan Group of the applicable Non-PO Percentage of the
Stated
Principal Balance of such Mortgage Loan, (iii) the related Subordinated
Prepayment Percentage of the applicable Non-PO Percentage of all amounts
described in subclause (f) of clause (i) of the definition of “Non-PO Formula
Principal Amount” for such Loan Group and Distribution Date, and (iv) the
related Subordinated Prepayment Percentage of any Subsequent Recoveries
described in clause (ii) of the definition of “Non-PO Formula Principal Amount”
for such Distribution Date, over (B) the amount of any payments in respect
of
Class PO Deferred Amounts for the related Class PO Component on the related
Distribution Date, provided, however, that on any Distribution Date after
a
Senior Termination Date, the Subordinated Principal Distribution Amount will
not
be calculated by Loan Group but will equal the amount calculated pursuant
to the
formula set forth above based on the applicable Subordinated Percentage or
Subordinated Prepayment Percentage, as applicable, for the Group I Subordinated
Certificates for such Distribution Date with respect to all of the Mortgage
Loans in Aggregate Loan Group I as opposed to the Mortgage Loans in the related
Loan Group.
Subordinate
Pass-Through Rate: For the Interest Accrual Period related to
each Distribution Date and the Group I Subordinated Certificates, a per annum
rate equal to (1) the sum of the following for each Loan Group in Aggregate
Loan
Group I: the product of (x) the Required Coupon of the Loan Group and
(y) the related Subordinated Portion immediately prior to that Distribution
Date, divided by (2) the aggregate Class Certificate Balance of the Group
I
Subordinated Certificates immediately prior to that Distribution
Date.
Subsequent
Recoveries: As to any Distribution Date, with respect to a
Liquidated Mortgage Loan that resulted in a Realized Loss in a prior calendar
month, unexpected amounts received by the Master Servicer (net of any related
expenses permitted to be reimbursed pursuant to Section 3.08) specifically
related to such Liquidated Mortgage Loan.
I-35
Subservicer: Any
person to whom the Master Servicer has contracted for the servicing of all
or a
portion of the Mortgage Loans pursuant to Section 3.02 hereof.
Substitute
Mortgage Loan: A Mortgage Loan substituted by the applicable
Seller for a Deleted Mortgage Loan which must, on the date of such substitution,
as confirmed in a Request for Release, substantially in the form of Exhibit
M,
(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 more than 10% less than the Stated Principal Balance of the Deleted Mortgage
Loan; (ii) be accruing interest at a rate no lower than and not more than
1% per
annum higher than, that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value
Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a remaining
term to maturity no greater than (and not more than one year less than that
of)
the Deleted Mortgage Loan; (v) not be a Cooperative Loan unless the Deleted
Mortgage Loan was a Cooperative Loan and (vi) comply with each representation
and warranty set forth in Section 2.03 hereof.
Substitution
Adjustment Amount: The meaning ascribed to such term pursuant to
Section 2.03.
Supplemental
Cut-off Date: With respect to any Supplemental Mortgage Loan, the
later of (i) the date of origination of such Mortgage Loan and (ii) the first
day of the month in which the related Supplemental Transfer Date
occurs.
Supplemental
Interest Trust: The separate trust created under this Agreement
pursuant to Section 3.05(i).
Supplemental
Interest Trustee: The Bank of New York, a New York banking
corporation, not in its individual capacity, but solely in its capacity as
trustee of the Supplemental Interest Trust for the benefit of the Holders
of the
Covered Certificates under this Agreement, and any successor thereto, and
any
corporation or national banking association resulting from or surviving any
consolidation or merger to which it or its successors may be a party and
any
successor trustee as may from time to time be serving as successor trustee
hereunder.
Supplemental
Mortgage Loan: Any Mortgage Loan, other than an Initial Mortgage
Loan, conveyed to the Trust Fund pursuant to Section 2.01 hereof and to a
Supplemental Transfer Agreement, which Mortgage Loan shall be listed on the
revised Mortgage Loan Schedule delivered pursuant to this Agreement and on
Schedule A to such Supplemental Transfer Agreement. When used with
respect to a single Supplemental Transfer Date, Supplemental Mortgage Loan
shall
mean a Supplemental Mortgage Loan conveyed to the Trust Fund on that
Supplemental Transfer Date.
Supplemental
Transfer Agreement: A Supplemental Transfer Agreement
substantially in the form of Exhibit P hereto, executed and delivered by
the
related Seller or Sellers, the Master Servicer, the Depositor and the Trustee
as
provided in Section 2.01 hereof.
Supplemental
Transfer Date: For any Supplemental Transfer Agreement, the date
the related Supplemental Mortgage Loans are transferred to the Trust Fund
pursuant to the related Supplemental Transfer Agreement.
Targeted
Balance: Not applicable.
Targeted
Principal Classes: As specified in the Preliminary
Statement.
I-36
Tax
Matters Person: The person designated as “tax matters person” in
the manner provided under Treasury regulation § 1.860F-4(d) and Treasury
regulation § 301.6231(a)(7)-1. Initially, the Tax Matters Person
shall be the Trustee.
Tax
Matters Person Certificate: Each of the Class A-R
Certificate and Class 3-A-R Certificate with a Denomination of
$0.01.
Transaction
Documents: This Agreement, the Corridor Contracts, the Corridor
Contract Assignment Agreement and any other document or agreement entered
into
in connection with the Trust Fund, the Certificates or the Mortgage
Loans.
Transfer: Any
direct or indirect transfer or sale of any Ownership Interest in a Residual
Certificate.
Trust
Fund: The corpus of the trust created hereunder consisting of (i)
the Mortgage Loans and all interest and principal received on or with respect
thereto after the Cut-off Date to the extent not applied in computing the
Cut-off Date Principal Balance thereof; (ii) the Certificate Account, the
Distribution Account, the Pre-Funding Account, the Capitalized Interest Account,
the Principal Reserve Fund, the Exchangeable Certificates Distribution Account,
the Carryover Reserve Fund, the Class 3-A-2 Reserve Fund and all amounts
deposited therein pursuant to the applicable provisions of this Agreement;
(iii)
property that secured a Mortgage Loan and has been acquired by foreclosure,
deed-in-lieu of foreclosure or otherwise; (iv) with respect to the Class
3-A-2
Certificates only, the Class 3-A-2 Policy and (v) all proceeds of the
conversion, voluntary or involuntary, of any of the foregoing.
Trustee: The
Bank of New York and its successors and, if a successor trustee is appointed
hereunder, such successor.
Trustee
Advance Rate: With respect to any Advance made by the Trustee
pursuant to Section 4.01(b), a per annum rate of interest determined as of
the
date of such Advance equal to the Prime Rate in effect on such date plus
5.00%.
Trustee
Fee: As to either Aggregate Loan Group and any Distribution Date,
an amount equal to one-twelfth of the Trustee Fee Rate multiplied by the
sum of
(i) the related Pool Stated Principal Balance and (ii) any amounts remaining
in
the Pre-Funding Account (excluding any investment earnings thereon) with
respect
to such Distribution Date and allocated to the Loan Group(s) in such Aggregate
Loan Group.
Trustee
Fee Rate: With respect to each Mortgage Loan, 0.009% per
annum.
Undercollateralized
Group: As defined in Section 4.05.
Underwriter’s
Exemption: Prohibited Transaction Exemption 2002-41, 67 Fed. Reg.
54487 (2002), as amended (or any successor thereto), or any substantially
similar administrative exemption granted by the U.S. Department of
Labor.
Underwriter: As
specified in the Preliminary Statement.
Unscheduled
Principal Distribution Amount: As to any Distribution Date and
Loan Group in Aggregate Loan Group I, an amount equal to the sum of (i) with
respect to each Mortgage Loan that became a Liquidated Mortgage Loan during
the
calendar month preceding the month of such Distribution Date, the applicable
Non-PO Percentage of the Liquidation Proceeds allocable to principal received
with respect to such Mortgage Loan, (ii) the applicable Non-PO Percentage
of the
amount described in subclause (f) of clause (i) of the definition of “Non-PO
Formula Principal Amount” for such Distribution Date and (iii) any Subsequent
Recoveries described in clause (ii) of the definition of “Non-PO Formula
Principal Amount” for such Distribution Date.
I-37
Upper
Tier REMIC: As specified in the Preliminary
Statement.
Upper
Tier REMIC Certificates: As specified in the Preliminary
Statement.
Voting
Rights: The portion of the voting rights of all of the
Certificates in Certificate Group I or Certificate Group II, as applicable
which
is allocated to any Certificate. As of any date of determination,
(a) 1% of all Voting Rights for the Group I Certificates or Group II
Certificates shall be allocated to each Class of related Senior
Certificates that have a Notional Amount, if any (such Voting Rights to be
allocated among the holders of Certificates of each such Class in
accordance with their respective Percentage Interests), and (b) the
remaining Voting Rights for such Certificate Group (or 100% of the Voting
Rights
for such Certificate Group if there is no such Class of Notional Amount
Certificates) shall be allocated among Holders of the remaining Classes of
related Senior and Subordinated Certificates in proportion to the Certificate
Balances of their respective Certificates on such date. Each Class of
Exchangeable Certificates will be allocated a proportionate share of the
Voting
Rights allocated to the related Classes of Depositable Certificates that
have
been surrendered.
Yield
Supplement Amount: For any Distribution Date and Class of Covered
Certificates on or prior to the applicable Corridor Contract Scheduled
Termination Date on which LIBOR exceeds the related Strike Rate, interest
for
the related Interest Accrual Period on the Class Certificate Balance of such
Class of Covered Certificates immediately prior to such Distribution Date
at a
rate equal to the excess of (i) the lesser of LIBOR and the related Ceiling
Rate
over (ii) the related Strike Rate.
|
|
SECTION
1.02.
|
Defined
Terms Related to the Group II
Certificates.
|
Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
40-Year
Mortgage Loans: The Mortgage Loans in Aggregate Loan Group II
that have original terms to maturity of 40-years.
Acceptable
Bid Amount: Either (i) a bid equal to or greater than the Minimum
Auction Amount or (ii) the highest bid submitted by a Qualified Bidder in
an
auction if the Directing Certificateholder agrees to pay the related Auction
Supplement Amount.
Aggregate
Loan Group II Optional Termination: The termination of the Group
II Certificates in connection with the purchase of the Mortgage Loans in
Aggregate Loan Group II pursuant to Section 9.01(b) hereof.
Aggregate
Loan Group II Optional Termination Date: The first Distribution
Date on which the aggregate Stated Principal Balance of the Mortgage Loans
in
Aggregate Loan Group II is less than or equal to 10% of the sum of (i) the
aggregate Stated Principal Balance of the Initial Mortgage Loans in Aggregate
Loan Group II as of the Initial Cut-off Date and (ii) the Pre-Funded Amount
with
respect to Loan Group 3, if any.
Applied
Realized Loss Amount: With respect to any Distribution Date and
the Group II Certificates, the sum of the Realized Losses which are to be
applied in reduction of the Class Certificate Balance of any such Class of
Certificates pursuant to this Agreement, which, in the case of the Group
II
Subordinated Certificates, shall equal the amount, if any, by which the
aggregate Class Certificate Balance of all Group II Certificates (after all
distributions of principal on such Distribution Date) exceeds the sum of
the
aggregate Stated Principal Balance of the Mortgage Loans in Aggregate Loan
Group
II as of the Due Date in the month in which such Distribution Date occurs
and
any amounts in the Pre-Funding Account with respect to Loan Group
3. With respect to each Class of Group II Senior Certificates and any
Distribution Date on or after which the aggregate Class Certificate Balance
of
the Group II Subordinated Certificates and the Overcollateralized Amount
is
equal to zero, the pro rata share (based on the Class Certificate Balance
of
each such Class) of the amount, if any, by which the aggregate Class Certificate
Balance of the Group II Senior Certificates (after all distributions of
principal on such Distribution Date) exceeds the aggregate Stated Principal
Balance of the Mortgage Loans in Aggregate Loan Group II as of the Due Date
in
the month in which such Distribution Date occurs.
I-38
Auction
Supplement Amount: As defined in Section 9.04(c).
Bid
Determination Date: As defined in Section 9.04(b).
Carryover
Reserve Fund: The separate Eligible Account created and initially
maintained by the Trustee pursuant to Section 3.05(k) in the name of the
Trustee
for the benefit of the Holders of the Group II Certificates and designated
“The
Bank of New York in trust for registered holders of CWALT, Inc., Alternative
Loan Trust 2007-J1, Mortgage Pass Through Certificates, Series
2007-J1.” Funds in the Carryover Reserve Fund shall be held in trust
for the Holders of the Group II Certificates for the uses and purposes set
forth
in this Agreement.
Class
3-A-2 Available Funds: With respect to the Class 3-A-2 Policy and
any Distribution Date, funds allocated from amounts available pursuant to
this
Agreement to make distributions on the Class 3-A-2 Certificates on such
Distribution Date, including without limitation amounts on deposit in the
Distribution Account.
Class
3-A-2 Insurer: MBIA Insurance Corporation and its successors and
assigns.
Class
3-A-2 Policy: The irrevocable Certificate Guaranty Insurance
Policy No. 492550, including any endorsements thereto, issued by the Class
3-A-2
Insurer with respect to the Class 3-A-2 Certificates.
Class
3-A-2 Premium: With respect to the Class 3-A-2 Policy and any
Distribution Date, the product of (i) one-twelfth (1/12), (ii) the Class
Certificate Balance of the Class 3-A-2 Certificates immediately prior to
such
Distribution Date and (b) the Class 3-A-2 Premium Rate.
Class
3-A-2 Premium Rate: With respect to the Class 3-A-2 Policy, 0.07% per
annum.
Class
3-A-2 Reserve Fund: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 4.10(c) in the name of the
Trustee
for the benefit of the Holders of the Class 3-A-2 Certificates and designated
“The Bank of New York in trust for registered holders of Alternative Loan
Trust
2007-J1, Mortgage Pass-Through Certificates, Series 2007-J1, Class
3-A-2”. Funds in the Class 3-A-2 Reserve Fund shall be held in trust
for the Holders of the Class 3-A-2 Certificates and the Class 3-A-2 Insurer
for
the uses and purposes set forth in this Agreement
Class
3-C Distributable Amount: As defined in the Preliminary
Statement.
Countrywide
Servicing: Countrywide Home Loans Servicing LP, a Texas limited partnership
and its successors and assigns.
I-39
Cumulative
Loss Trigger Event: With respect to a Distribution Date on or after the
Stepdown Date, the aggregate amount of Realized Losses on the Mortgage Loans
in
Aggregate Loan Group II from (and including) the Cut-off Date to (and including)
the related Due Date (reduced by the aggregate amount of Subsequent Recoveries
received from the Cut-off Date through the Prepayment Period related to that
Due
Date) exceeds the applicable percentage, for such Distribution Date, of the
sum
of (x) the aggregate Stated Principal Balance of the Initial Mortgage Loans
in
Aggregate Loan Group II as of the Initial Cut-off Date and (y) the Pre-Funded
Amount for Loan Group 3 as set forth below:
|
Distribution
Date
|
Percentage
|
|
March
2009 – February 2010
|
0.35%
with respect to March 2009, plus an additional 1/12th of
0.45% for each month thereafter through February 2010
|
|
March
2010 – February 2011
|
0.80%
with respect to March 2010, plus an additional 1/12th of
0.65% for each month thereafter through February 2011
|
|
March
2011 – February 2012
|
1.45%
with respect to March 2011, plus an additional 1/12th of
0.60% for each month thereafter through February 2012
|
|
March
2012 – February 2013
|
2.05%
with respect to March 2012, plus an additional 1/12th of
0.35% for each month thereafter through February 2013
|
|
March
2013 – February 2014
|
2.40%
with respect to March 2013, plus an additional 1/12th of
0.05% for each month thereafter through February 2014
|
|
March
2014 and thereafter
|
2.45%
|
Current
Interest: With respect to each Class of Group II Certificates and
each Distribution Date, the interest accrued at the applicable Pass-Through
Rate
for the applicable Interest Accrual Period on the Class Certificate Balance
of
such Class immediately prior to such Distribution Date.
Deficiency
Amount: With respect to the Class 3-A-2 Policy and any
Distribution Date, the excess, if any, of Required Distributions for such
Distribution Date over the Class 3-A-2 Available Funds.
Delinquency
Trigger Event: With respect to a Distribution Date on or after the Stepdown
Date, if the Rolling Sixty-Day Delinquency Rate for the outstanding Mortgage
Loans in Aggregate Loan Group II equals or exceeds the product of (x) the
Senior
Enhancement Percentage for such Distribution Date and (y) the applicable
percentage listed below for the most senior Class of Outstanding Group II
Certificates:
|
Class
|
Percentage
|
|
|
Group
II Senior Certificates
|
42.20%
|
|
|
3-M-1
|
56.95%
|
|
|
3-M-2
|
74.52%
|
|
|
3-M-3
|
145.94%
|
|
|
3-B
|
225.97%
|
Directing
Certificateholder: As defined in Section 9.04(a).
I-40
Excess
Cashflow: With respect to any Distribution Date the sum of (i)
the amount remaining as set forth in Section 4.04(a)(iv), (ii) the amount
remaining as set forth in Section 4.04(b)(i)(K) or 4.04(b)(ii)(C), as
applicable, in each case for such Distribution Date and (iii) the
Overcollateralization Reduction Amount for that Distribution Date, if
any.
Excess
Overcollateralization Amount: With respect to any Distribution
Date, the excess, if any, of the Overcollateralized Amount for the Distribution
Date over the Overcollateralization Target Amount for the Distribution
Date.
Final
Scheduled Distribution Date: With respect to the Class
3-A-2 Policy, the Distribution Date occurring in the month following the
month
of the scheduled maturity date of the Group 3 Mortgage Loan having the latest
scheduled maturity date.
Fixed
Rate: With respect to the Interest Accrual Period for any
Distribution Date and Class of Group II Certificates, the per annum rate
indicated in the following table:
|
Class
|
Fixed
Rate (1)
|
Fixed
Rate (2)
|
|
Class
3-A-1
|
5.917%
|
6.417%
|
|
Class
3-A-2
|
5.729%
|
6.229%
|
|
Class
3-A-3
|
6.088%
|
6.588%
|
|
Class
3-A-4
|
5.755%
|
6.255%
|
|
Class
3-A-5
|
5.750%
|
6.250%
|
|
Class
3-M-1
|
6.000%
|
6.500%
|
|
Class
3-M-2
|
6.000%
|
6.500%
|
|
Class
3-M-3
|
6.000%
|
6.500%
|
|
Class
3-B
|
6.000%
|
6.500%
|
|
|
(1)
|
For
the Interest Accrual Period related to any Distribution Date occurring
on
or prior to the Aggregate Loan Group II Optional Termination
Date.
|
|
|
(2)
|
For
the Interest Accrual Period related to any Distribution Date occurring
after the Aggregate Loan Group II Optional Termination
Date.
|
Group
3 Mortgage Loan: All Mortgage Loans in Loan Group 3.
Group
3 Priority Amount: For any Distribution Date, the product of (a)
the Lockout Percentage, (b) a fraction, the numerator of which is the aggregate
Class Certificate Balance of the Class 3-A-4 and Class 3-A-5 Certificates
immediately prior to such Distribution Date and the denominator of which
is the
aggregate Class Certificate Balance of the Group II Senior Certificates
immediately prior to such Distribution Date and (c) the principal to be
distributed to the Group II Senior Certificates.
Group
II Interest Funds: With respect to any Distribution Date and
Aggregate Loan Group II, the excess of the Group II Interest Remittance Amount
over the Trustee Fee for Aggregate Loan Group II for such Distribution
Date.
Group
II Interest Remittance Amount: With respect to the Mortgage Loans
in Aggregate Loan Group II and any Distribution Date, (x) the sum, without
duplication, of (i) all scheduled interest on the Mortgage Loans in Aggregate
Loan Group II due on the related Due Date and received on or prior to the
related Determination Date, less the related Master Servicing Fee and any
payments made in respect of premiums on Lender PMI Mortgage Loans, (ii) all
interest on Principal Prepayments on the Mortgage Loans in Aggregate Loan
Group
II, other than Prepayment Interest Excess, (iii) all Advances relating to
interest, (iv) all Compensating Interest, (v) Liquidation Proceeds received
during the related Prepayment Period (to the extent such Liquidation Proceeds
relate to interest) and (vi) with respect to Loan Group 3, on each Funding
Period Distribution Date, the amount, if any, transferred from the Capitalized
Interest Account in respect of the applicable Capitalized Interest Requirement
with respect to such Loan Group less (y) all reimbursements to the Master
Servicer since the immediately preceding Due Date for Advances of interest
previously made with respect to such Mortgage Loans.
I-41
Group
II Principal Distribution Amount: With respect to each
Distribution Date, the sum of: (1) the excess of (A) the Group II Principal
Remittance Amount for such Distribution Date over (B) the Overcollateralization
Reduction Amount for such Distribution Date, and (2) the Extra Principal
Distribution Amount for such Distribution Date.
Group
II Principal Remittance Amount: As to any Distribution Date, (x)
the sum, without duplication, of (a) the principal portion of each Scheduled
Payment (without giving effect to any reductions thereof caused by any Debt
Service Reductions or Deficient Valuations) due on each Mortgage Loan in
Aggregate Loan Group II (other than a Liquidated Mortgage Loan) on the related
Due Date, (b) the principal portion of the Purchase Price of each Mortgage
Loan
in Aggregate Loan Group II that was repurchased by the applicable Seller
or
purchased by the Master Servicer pursuant to this Agreement as of such
Distribution Date, (c) the Substitution Adjustment Amount in connection with
any
Deleted Mortgage Loan in Aggregate Loan Group II received with respect to
such
Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable
to recoveries of principal of Mortgage Loans in Aggregate Loan Group II that
are
not yet Liquidated Mortgage Loans received during the calendar month preceding
the month of such Distribution Date, (e) with respect to each Mortgage Loan
in
Aggregate Loan Group II that became a Liquidated Mortgage Loan during the
related Prepayment Period, the amount of the Liquidation Proceeds allocable
to
principal received during such Prepayment Period with respect to such Mortgage
Loan, (f) all Principal Prepayments on the Mortgage Loans in Aggregate Loan
Group II received during the related Prepayment Period, (g) with respect
to the
Class 3-A-2 Certificates only, any payments made by the Class 3-A-2 Insurer
under the Class 3-A-2 Policy, (h) any Subsequent Recoveries on the Mortgage
Loans in Aggregate Loan Group II received during the related Prepayment Period
and (i) with respect to the last Funding Period Distribution Date, the remaining
Pre-Funded Amount allocated to Loan Group 3 minus (y) all Advances on the
Mortgage Loans in Aggregate Loan Group II relating to principal and certain
expenses with respect to Aggregate Loan Group 3 reimbursable pursuant to
Section
6.03 and reimbursed since the immediately preceding Due Date.
Group
II Senior Principal Distribution Amount: As to any Distribution
Date, the excess of (x) the aggregate Class Certificate Balance of the Group
II
Senior Certificates immediately prior to such Distribution Date, over (y)
the
lesser of (i) 83.40% of the aggregate Stated Principal Balance of the Mortgage
Loans in Aggregate Loan Group II as of the Due Date in the month of such
Distribution Date (after giving effect to Principal Prepayments received
in the
related Prepayment Period) and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans in Aggregate Loan Group II as of the Due Date in the month
of
such Distribution Date (after giving effect to Principal Prepayments received
in
the related Prepayment Period), minus the OC Floor.
Insured
Payment: With respect to the Class 3-A-2 Policy, (i) as of any
Distribution Date, any Deficiency Amount and (ii) any Preference
Amount.
Interest
Carry Forward Amount: With respect to each Class of Group II
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.
I-42
Lockout
Percentage: For any Distribution Date, the percentage listed
below for such Distribution Date:
|
Distribution
Date
|
Lockout
Percentage
|
|
|
March
2007 – February 2010
|
0%
|
|
|
March
2010 – February 2012
|
45%
|
|
|
March
2012 – February 2013
|
80%
|
|
|
March
2013 – February 2014
|
100%
|
|
|
March
2014 and thereafter
|
300%
|
Minimum
Auction Amount: With respect to any auction of the Mortgage Loans
and any REO Properties in Aggregate Loan Group II pursuant to Section 9.04,
the
sum of (i) the Termination Price that would be payable by the NIM Insurer
if the
Group II Optional Termination were exercised in the following calendar month
pursuant to Section 9.01 and (ii) all reasonable fees and expenses incurred
by
the Trustee in connection with any auction conducted pursuant to Section
9.04.
Net
Rate Cap: For each Distribution Date and the Group II
Certificates, the weighted average Adjusted Net Mortgage Rate on the Mortgage
Loans in Aggregate Loan Group II as of the Due Date in the prior calendar
month
(except for the first Distribution Date, after giving effect to Principal
Prepayments received in the Prepayment Period related to that prior Due
Date).
Net
Rate Carryover: For any Class of Group II 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 not been determined based on the Net Rate
Cap,
over (ii) the amount of interest accrued on such Class at the Net Rate Cap
for
such Distribution Date and (B) the unpaid portion of any such excess for
such
Class for all previous Distribution Dates not previously paid pursuant to
Section 4.02, together with interest thereon at the then applicable Pass-Through
Rate for such Class, without giving effect to the Net Rate Cap.
NIM
Insurer: Any insurer guarantying at the request of Countrywide certain
payments under notes backed or secured by the Class 3-C or Class 3-P
Certificates.
OC
Floor: With respect to any Distribution Date (i) prior to the
Distribution Date in March 2027, an amount equal to the product of (a) 0.50%
and
(b) the sum of (1) the aggregate Stated Principal Balance of the Initial
Mortgage Loans in Aggregate Loan Group II as of the Initial Cut-off Date
and (2)
the Pre-Funded Amount with respect to Loan Group 3 and (ii) on any Distribution
Date on or after the Distribution Date in March 2027, the greater of (a)
the
amount calculated in clause (i) and (b) the sum of (x) the aggregate Stated
Principal Balance of the 40-Year Mortgage Loans as of the Due Date in the
month
of that Distribution Date (after giving effect to Principal Prepayments received
in the related Prepayment Period) and (y) 0.10% of the sum of (1) the aggregate
Stated Principal Balance of the Initial Mortgage Loans in Aggregate Loan
Group
II as of the Initial Cut-off Date and (2) the Pre-Funded Amount with respect
to
Loan Group 3.
Overcollateralization
Deficiency Amount: With respect to any Distribution
Date, the amount, if any, by which the Overcollateralization Target Amount
exceeds the Overcollateralized Amount on such Distribution Date (after giving
effect to distributions of the Group II Principal Remittance Amount on such
Distribution Date).
I-43
Overcollateralization
Reduction Amount: With respect to any Distribution Date, the lesser of (i)
the Excess Overcollateralization Amount for such Distribution Date and (ii)
the
Group II Principal Remittance Amount for such Distribution Date.
Overcollateralization
Target Amount: With respect to any Distribution Date, (i) prior
to the Stepdown Date, an amount equal to the product of (1) 1.55% and (2)
the
sum of (a) the aggregate Stated Principal Balance of the Initial Mortgage
Loans
in Aggregate Loan Group II as of the Initial Cut-off Date and (b) the Pre-Funded
Amount with respect to Loan Group 3 and (ii) on or after the Stepdown Date,
an
amount equal to the greater of (a) the product of (1) 3.10% and (2) the
aggregate Stated Principal Balance of the Mortgage Loans in Aggregate Loan
Group
II as of the Due Date in the month of that Distribution Date (after giving
effect to Principal Prepayments, the principal portion of any Liquidation
Proceeds and any Subsequent Recoveries received in the related Prepayment
Period
in such case, with respect to Aggregate Loan Group II) and (b) the OC Floor;
provided, however, that if a Trigger Event is in effect on any Distribution
Date, the Overcollateralization Target Amount will be the Overcollateralization
Target Amount as in effect for the prior Distribution Date.
Overcollateralized
Amount: For any Distribution Date, the amount, if any, by which
(x) the sum of (i) the aggregate Stated Principal Balance of the Mortgage
Loans
in Aggregate Loan Group II as of the Due Date in the month of that Distribution
Date and (ii) any amount in the Pre-Funding Account allocated to Loan Group
3
exceeds (y) the aggregate Class Certificate Balance of the Group II Certificates
as of such Distribution Date (after giving effect to distributions of the
Group
II Principal Remittance Amount to be made on such Distribution
Date).
Pass
Through Rate: With respect to any Interest Accrual Period and
each Class of Group II Certificates (other than the Class 3-A-2 Certificates),
the lesser of (x) the Fixed Rate for such Interest Accrual Period for such
Class
and (y) the Net Rate Cap for such Class and the related Distribution
Date. With respect to any Interest Accrual Period and the Class 3-A-2
Certificates, the lesser of (x) the Fixed Rate for such Interest Accrual
Period
for such Class and (y) the excess of (i) the Net Rate Cap for such Class
and the
related Distribution Date over (ii) the Class 3-A-2 Premium Rate.
Preference
Amount: Any amount previously distributed to a Class 3-A-2
Certificateholder on the Class 3-A-2 Certificates that is recoverable and
sought
to be recovered as a voidable preference by a trustee in bankruptcy pursuant
to
the Bankruptcy Code in accordance with a final nonappealable order of a court
having competent jurisdiction.
Qualified
Bidder: With respect to any auction pursuant to Section 9.04, any
institution that is a regular purchaser and/or seller in the secondary market
of
residential mortgage loans as determined by the Trustee (or any advisor on
its
behalf), in its sole discretion, and any holder of an interest in the Class
3-C
Certificates; provided, however, that neither Countrywide nor any of its
affiliates shall constitute a Qualified Bidder.
Reimbursement
Amount: With respect to any Distribution Date, the aggregate
amount actually paid by the Class 3-A-2 Insurer to the Trustee in respect
of
Insured Amounts and Preference Amounts which have not been previously repaid
to
the Class 3-A-2 Insurer.
Required
Distributions: With respect to the Class 3-A-2 Policy, (a) with
respect to any Distribution Date, the sum of (i) the amount of interest that
has
accrued on the Class 3-A-2 Certificates at the applicable Pass-Through Rate
during the applicable Interest Accrual Period with respect to the Class 3-A-2
Certificates, net of any interest shortfalls resulting from Prepayment Interest
Shortfalls and any interest shortfalls resulting from the application of
the
Relief Act, or similar state or local laws and (ii) if such Distribution
Date is
not the Final Scheduled Distribution Date, the amount of any Applied Realized
Loss Amounts, if any, allocated to the Class 3-A-2 Certificates and (b) on
the
Final Scheduled Distribution Date, the Class Certificate Balance of the Class
3-A-2 Certificates (after giving effect to all distributions to be made on
such
Distribution Date). Required Distributions do not include any Net
Rate Carryover.
I-44
Rolling
Sixty-Day Delinquency Rate: With respect to any Distribution Date
on or after the Stepdown Date, the average of the Sixty-Day Delinquency Rates
for such Distribution Date and the two immediately preceding Distribution
Dates.
Senior
Enhancement Percentage: With respect to a Distribution Date on
and after the Stepdown Date, the fraction (expressed as a percentage) (1)
the
numerator of which is the excess of (a) the aggregate Stated Principal Balance
of the Mortgage Loans in Aggregate Loan Group II for the preceding Distribution
Date over (b) (i) before the Class Certificate Balances of the Group II Senior
Certificates have been reduced to zero, the sum of the Class Certificate
Balances of the Group II Senior Certificates, or (ii) after the Class
Certificate Balances of the Group II Senior Certificates have been reduced
to
zero, the Class Certificate Balance of the most senior Class of Group II
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 Aggregate Loan Group II for the preceding Distribution
Date.
Sixty-Day
Delinquency Rate: With respect to any Distribution Date on or
after the Stepdown Date, a fraction, expressed as a percentage, the numerator
of
which is the aggregate Stated Principal Balance of all Mortgage Loans in
Aggregate Loan Group II 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 the Mortgage Loans in Aggregate Loan Group II as of
the
related Due Date.
Stepdown
Date: The earlier to occur of: (1) the Distribution Date
immediately following the Distribution Date on which the aggregate Class
Certificate Balance of the Group II Senior Certificates is reduced to zero,
and
(2) the later to occur of (x) the Distribution Date in March 2010 and (y)
the
first Distribution Date on which the aggregate Class Certificate Balance
of the
Group II Senior Certificates is less than or equal to 83.40% of the aggregate
Stated Principal Balance of the Mortgage Loans in Aggregate Loan Group II
as of
the Due Date in the month of that Distribution Date (after giving effect
to
Principal Prepayments, the principal portion of Liquidation Proceeds and
any
Subsequent Recoveries received in the Prepayment Period related to that prior
Due Date).
Stepdown
Target Subordination Percentage: With respect to any Class of
Group II Subordinated Certificates, the respective percentage indicated in
the
following table:
|
Stepdown
Target
Subordination
Percentage
|
|
|
Class
3-M-1
|
12.300%
|
|
Class
3-M-2
|
9.400%
|
|
Class
3-M-3
|
4.800%
|
|
Class
3-B
|
3.100%
|
Sub
WAC REMIC: As defined in the Preliminary Statement.
ST
REMIC: As defined in the Preliminary Statement.
I-45
Subordinated
Class Principal Distribution Target Amount: With respect to any
Distribution Date and any Class of Group II Subordinated Certificates will
equal
the excess of: (1) the sum of: (a) the aggregate Class
Certificate Balance of the Group II Senior Certificates (after taking into
account the distribution of the related Group II Senior Principal Distribution
Amount for such Distribution Date), (b) the aggregate Class Certificate Balance
of any Class(es) of Group II Subordinated Certificates that are senior to
the
subject Class (in each case, after taking into account distribution of the
Subordinated Class Principal Distribution Target Amount(s) for such more
senior
Class(es) of Certificates for such Distribution Date), and (c) the Class
Certificate Balance of the subject Class of Group II Subordinated 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 Aggregate Loan Group II for such Distribution Date
and (b)
the aggregate Stated Principal Balance of the Mortgage Loans in Aggregate
Loan
Group II for such Distribution Date minus the OC Floor; provided, however,
that
if such Class of Group II Subordinated Certificates is the only Class of
Group
II Subordinated Certificates outstanding on such Distribution Date, that
Class
will be entitled to receive the entire remaining Group II Principal Distribution
Amount until its Class Certificate Balance is reduced to zero.
Successful
Auction: An auction held pursuant to Section 9.04 at which at
least three Qualified Bidders submitted bids and at least one of those bids
was
an Acceptable Bid Amount.
Termination
Price: As defined in Section 9.01(b).
Terminator: As
defined in Section 9.01(b).
Trigger
Event: With respect to a Distribution Date on or after the
Stepdown Date, either a Delinquency Trigger Event or a Cumulative Loss Trigger
Event is in effect with respect to that Distribution Date.
Unpaid
Realized Loss Amount: For any Class of Group II Certificates, (x)
the portion of the aggregate Applied Realized Loss Amount previously allocated
to that Class remaining unpaid from prior Distribution Dates (in the case
of the
Class 3-A-2 Certificates, as reduced by any payment made by the Class 3-A-2
Insurer in respect of principal of that Class under the Class 3-A-2
Policy) minus (y) any increase in the Class Certificate Balance of
that Class of Subsequent Recoveries to the Class Certificate Balance of that
Class pursuant to Section 4.04(g).
Winning
Bidder: With respect to a Successful Auction, the Qualified
Bidder that bids the highest price.
|
|
SECTION
1.03.
|
Certain
Interpretive Provisions.
|
All
terms
defined in this Agreement shall have the defined meanings when used in any
certificate, agreement or other document delivered pursuant hereto unless
otherwise defined therein. For purposes of this Agreement and all such
certificates and other documents, unless the context otherwise requires:
(a)
accounting terms not otherwise defined in this Agreement, and accounting
terms
partly defined in this Agreement to the extent not defined, shall have the
respective meanings given to them under generally accepted accounting
principles; (b) the words “hereof,” “herein” and “hereunder” and words of
similar import refer to this Agreement (or the certificate, agreement or
other
document in which they are used) as a whole and not to any particular provision
of this Agreement (or such certificate, agreement or document); (c) references
to any Section, Schedule or Exhibit are references to Sections, Schedules
and
Exhibits in or to this Agreement, and references to any paragraph, subsection,
clause or other subdivision within any Section or definition refer to such
paragraph, subsection, clause or other subdivision of such Section or
definition; (d) the term “including” means “including without limitation”; (e)
references to any law or regulation refer to that law or regulation as amended
from time to time and include any successor law or regulation; (f) references
to
any agreement refer to that agreement as amended from time to time; (g)
references to any Person include that Person’s permitted successors and assigns;
and (h) a Mortgage Loan is “30 days delinquent” if any Scheduled Payment has not
been received by the close of business on the day immediately preceding the
Due
Date on which the next Scheduled Payment is due. Similarly for “60
days delinquent,” “90 days delinquent” and so on.
I-46
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
REPRESENTATIONS
AND WARRANTIES
|
|
SECTION
2.01.
|
Conveyance
of Mortgage Loans.
|
(a) Each
Seller, concurrently with the execution and delivery hereof, hereby sells,
transfers, assigns, sets over and otherwise conveys to the Depositor, without
recourse, all its respective right, title and interest in and to the related
Initial Mortgage Loans, including all interest and principal received or
receivable by such Seller, on or with respect to the applicable Initial Mortgage
Loans after the Initial Cut-off Date and all interest and principal payments
on
the related Initial Mortgage Loans received prior to the Initial Cut-off
Date in
respect of installments of interest and principal due thereafter, but not
including payments of principal and interest due and payable on such Initial
Mortgage Loans, on or before the Initial Cut-off Date. On or prior to
the Closing Date, Countrywide shall deliver to the Depositor or, at the
Depositor’s direction, to the Trustee or other designee of the Depositor, the
Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule
(except that, in the case of the Delay Delivery Mortgage Loans (which may
include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco
Mortgage Loans and Park Sienna Mortgage Loans), such delivery may take place
within thirty (30) days following the Closing Date or twenty (20) days following
the applicable Supplemental Transfer Date, as applicable). Such
delivery of the Mortgage Files shall be made against payment by the Depositor
of
the purchase price, previously agreed to by the Sellers and Depositor, for
the
Mortgage Loans. With respect to any Initial Mortgage Loan that does
not have a first payment date on or before the Due Date in the month of the
first Distribution Date or any Supplemental Mortgage Loan that does not have
a
first payment date on or before the Due Date in the month after the related
Supplemental Transfer Date, Countrywide shall deposit into the Distribution
Account on or before the Distribution Account Deposit Date relating to the
first
applicable Distribution Date, an amount equal to one month’s interest at the
related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such
Mortgage Loan.
(b) Immediately
upon the conveyance of the Initial Mortgage Loans referred to in clause (a),
the
Depositor sells, transfers, assigns, sets over and otherwise conveys to the
Trustee for the benefit of the Certificateholders, without recourse, all
the
right, title and interest of the Depositor in and to the Trust Fund together
with the Depositor’s right to require each Seller to cure any breach of a
representation or warranty made herein by such Seller or to repurchase or
substitute for any affected Mortgage Loan in accordance herewith. In
addition, on or prior to the Closing Date, the Depositor shall cause the
Class
3-A-2 Insurer to deliver the Class 3-A-2 Policy to the Trustee.
(c) In
connection with the transfer and assignment set forth in clause (b) above,
the
Depositor has delivered or caused to be delivered to the Trustee (or, in
the
case of the Delay Delivery Mortgage Loans that are Initial Mortgage Loans,
will
deliver or cause to be delivered to the Trustee within thirty (30) days
following the Closing Date and in the case of the Delay Delivery Mortgage
Loans
that are Supplemental Mortgage Loans, will deliver or cause to be delivered
to
the Trustee within twenty (20) days following the applicable Supplemental
Transfer Date) for the benefit of the Certificateholders the following documents
or instruments with respect to each Mortgage Loan so assigned:
(i) (A) the
original Mortgage Note endorsed by manual or facsimile signature in blank
in the
following form: “Pay to the order of ____________ without recourse,” with all
intervening endorsements showing a complete chain of endorsement from the
originator to the Person endorsing the Mortgage Note (each such endorsement
being sufficient to transfer all right, title and interest of the party so
endorsing, as noteholder or assignee thereof, in and to that Mortgage Note);
or
II-1
(B) with
respect to any Lost Mortgage Note, a lost note affidavit from Countrywide
stating that the original Mortgage Note was lost or destroyed, together with
a
copy of such Mortgage Note;
(ii) except
as provided below and for each Mortgage Loan that is not a MERS Mortgage
Loan,
the original recorded Mortgage or a copy of such Mortgage, with recording
information, certified by Countrywide as being a true and complete copy of
the
Mortgage (or, in the case of a Mortgage for which the related Mortgaged Property
is located in the Commonwealth of Puerto Rico, a true copy of the Mortgage
certified as such by the applicable notary) and in the case of each MERS
Mortgage Loan, the original Mortgage or a copy of such mortgage, with recording
information, noting the presence of the MIN of the Mortgage Loans and either
language indicating that the Mortgage Loan is a MOM Loan if the Mortgage
Loan is
a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the
original Mortgage and the assignment thereof to MERS, with evidence of recording
indicated thereon, or a copy of the Mortgage certified by the public recording
office in which such Mortgage has been recorded;
(iii) in
the case of each Mortgage Loan that is not a MERS Mortgage Loan, a duly executed
assignment of the Mortgage, or a copy of such assignment, with recording
information, (which may be included in a blanket assignment or assignments),
together with, except as provided below, all interim recorded assignments
of
such mortgage or a copy of such assignment, with recording information, (each
such assignment, when duly and validly completed, to be in recordable form
and
sufficient to effect the assignment of and transfer to the assignee thereof,
under the Mortgage to which the assignment relates); provided that, if the
related Mortgage has not been returned from the applicable public recording
office, such assignment of the Mortgage may exclude the information to be
provided by the recording office; provided, further, that such assignment
of
Mortgage need not be delivered in the case of a Mortgage for which the related
Mortgaged Property is located in the Commonwealth of Puerto Rico;
(iv) the
original or copies of each assumption, modification, written assurance or
substitution agreement, if any;
(v) except
as provided below, the original or duplicate original lender’s title policy or a
printout of the electronic equivalent and all riders thereto; and
(vi) in
the case of a Cooperative Loan, the originals of the following documents
or
instruments:
(A) The
Coop Shares, together with a stock power in blank;
(B) The
executed Security Agreement;
(C) The
executed Proprietary Lease;
(D) The
executed Recognition Agreement;
(E) The
executed UCC-1 financing statement with evidence of recording thereon which
have
been filed in all places required to perfect the Seller’s interest in the Coop
Shares and the Proprietary Lease; and
II-2
(F) The
executed UCC-3 financing statements or other appropriate UCC financing
statements required by state law, evidencing a complete and unbroken line
from
the mortgagee to the Trustee with evidence of recording thereon (or in a
form
suitable for recordation).
In
addition, in connection with the assignment of any MERS Mortgage Loan, each
Seller agrees that it will cause, at the Trustee’s expense, the MERS® System to
indicate that the Mortgage Loans sold by such Seller to the Depositor have
been
assigned by that Seller to the Trustee in accordance with this Agreement
(and
any Supplemental Transfer Agreement, as applicable) for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer
files
the information required by the MERS® System to identify the series of the
Certificates issued in connection with such Mortgage Loans. Each
Seller further agrees that it will not, and will not permit the Master Servicer
to, and the Master Servicer agrees that it will not, alter the information
referenced in this paragraph with respect to any Mortgage Loan sold by such
Seller to the Depositor during the term of this Agreement unless and until
such
Mortgage Loan is repurchased in accordance with the terms of this
Agreement.
In
the
event that in connection with any Mortgage Loan that is not a MERS Mortgage
Loan
the Depositor cannot deliver (a) the original recorded Mortgage, or a copy
of such Mortgage, with recording information, (b) all interim recorded
assignments, or a copy of such assignments, with recording information, or
(c) the lender’s title policy or a copy of the lender’s title policy
(together with all riders thereto) satisfying the requirements of
clause (ii), (iii) or (v) above, respectively, concurrently with the
execution and delivery of this Agreement because such document or documents
have
not been returned from the applicable public recording office in the case
of
clause (ii) or (iii) above, or because the title policy has not been
delivered to either the Master Servicer or the Depositor by the applicable
title
insurer in the case of clause (v) above, the Depositor shall promptly
deliver to the Trustee, in the case of clause (ii) or (iii) above, such
original Mortgage or a copy of such Mortgage, with recording information,
or
such interim assignment or a copy of such assignment, with recording
information, as the case may be, with evidence of recording indicated thereon
upon receipt thereof from the public recording office, or a copy thereof,
certified, if appropriate, by the relevant recording office, but in no event
shall any such delivery of the original Mortgage and each such interim
assignment or a copy thereof, certified, if appropriate, by the relevant
recording office, be made later than one year following the Closing Date,
or, in
the case of clause (v) above, no later than 120 days following the Closing
Date; provided, however, in the event the Depositor is unable to
deliver by such date each Mortgage and each such interim assignment by reason
of
the fact that any such documents have not been returned by the appropriate
recording office, or, in the case of each such interim assignment, because
the
related Mortgage has not been returned by the appropriate recording office,
the
Depositor shall deliver such documents to the Trustee as promptly as possible
upon receipt thereof and, in any event, within 720 days following the Closing
Date. The Depositor shall forward or cause to be forwarded to the
Trustee (a) from time to time additional original documents evidencing an
assumption or modification of a Mortgage Loan and (b) any other documents
required to be delivered by the Depositor or the Master Servicer to the
Trustee. In the event that the original Mortgage is not delivered and
in connection with the payment in full of the related Mortgage Loan and the
public recording office requires the presentation of a “lost instruments
affidavit and indemnity” or any equivalent document, because only a copy of the
Mortgage can be delivered with the instrument of satisfaction or reconveyance,
the Master Servicer shall execute and deliver or cause to be executed and
delivered such a document to the public recording office. In the case
where a public recording office retains the original recorded Mortgage or
in the
case where a Mortgage is lost after recordation in a public recording office,
Countrywide shall deliver to the Trustee a copy of such Mortgage certified
by
such public recording office to be a true and complete copy of the original
recorded Mortgage.
II-3
As
promptly as practicable subsequent to such transfer and assignment, and in
any
event, within one hundred and twenty (120) days after such transfer and
assignment, the Trustee shall (A) as the assignee thereof, affix the following
language to each assignment of Mortgage: “CWALT Series 0000-X0, Xxx
Xxxx xx Xxx Xxxx as trustee”, (B) cause such assignment to be in proper form for
recording in the appropriate public office for real property records and
(C)
cause to be delivered for recording in the appropriate public office for
real
property records the assignments of the Mortgages to the Trustee, except
that
(i) with respect to any assignments of Mortgage as to which the Trustee has
not
received the information required to prepare such assignment in recordable
form,
the Trustee’s obligation to do so and to deliver the same for such recording
shall be as soon as practicable after receipt of such information and in
any
event within thirty (30) days after receipt thereof and (ii) the Trustee
need
not cause to be recorded any assignment which relates to a Mortgage Loan,
the
Mortgaged Property and Mortgage File relating to which are located in any
jurisdiction (including Puerto Rico) under the laws of which the recordation
of
such assignment is not necessary to protect the Trustee’s and the
Certificateholders’ interest in the related Mortgage Loan as evidenced by an
opinion of counsel delivered by Countrywide to the Trustee within 90 days
of the
Closing Date (which opinion may be in the form of a “survey” opinion and is not
required to be delivered by counsel admitted to practice law in the jurisdiction
as to which such legal opinion applies). In the case of Mortgage
Loans that have been prepaid in full as of the Closing Date, the Depositor,
in
lieu of delivering the above documents to the Trustee, will deposit in the
Certificate Account the portion of such payment that is required to be deposited
in the Certificate Account pursuant to Section 3.05 hereof.
In
the
case of Mortgage Loans that have been prepaid in full as of the Closing Date,
the Depositor, in lieu of delivering the above documents to the Trustee,
will
deposit in the Certificate Account the portion of such payment that is required
to be deposited in the Certificate Account pursuant to Section 3.05
hereof.
Notwithstanding
anything to the contrary in this Agreement, within thirty (30) days after
the
Closing Date with respect to the Initial Mortgage Loans, Countrywide (on
its own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna) shall
either
(i) deliver to the Depositor, or at the Depositor’s direction, to the Trustee or
other designee of the Depositor the Mortgage File as required pursuant to
this
Section 2.01 for each Delay Delivery Mortgage Loan or (ii) either (A) substitute
a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B)
repurchase the Delay Delivery Mortgage Loan, which substitution or repurchase
shall be accomplished in the manner and subject to the conditions set forth
in
Section 2.03 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage
Loan for purposes of such Section 2.03); provided, however, that if Countrywide
fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within
the
thirty (30) day period provided in the prior sentence, Countrywide (on its
own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna) shall
use its
best reasonable efforts to effect a substitution, rather than a repurchase
of,
such Deleted Mortgage Loan and provided further that the cure period provided
for in Section 2.02 or in Section 2.03 shall not apply to the initial delivery
of the Mortgage File for such Delay Delivery Mortgage Loan, but rather
Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and
Park Sienna) shall have five (5) Business Days to cure such failure to
deliver. At the end of such thirty (30) day period the Trustee shall
send a Delay Delivery Certification for the Delay Delivery Mortgage Loans
delivered during such thirty (30) day period in accordance with the provisions
of Section 2.02.
Notwithstanding
anything to the contrary in this Agreement, within twenty (20) days after
a
Supplemental Transfer Date with respect to all of the Supplemental Mortgage
Loans sold to the Depositor on such Supplemental Transfer Date, Countrywide
(on
its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
shall
either (i) deliver to the Depositor, or at the Depositor’s direction, to the
Trustee or other designee of the Depositor the Mortgage File as required
pursuant to this Section 2.01 for each Delay Delivery Mortgage Loan or (ii)
(A)
substitute a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan
or
(B) repurchase the Delay Delivery Mortgage Loan, which substitution or
repurchase shall be accomplished in the manner and subject to the conditions
set
forth in Section 2.03 (treating each Delay Delivery Mortgage Loan as a Deleted
Mortgage Loan for purposes of such Section 2.03); provided, however, that
if
Countrywide fails to deliver a Mortgage File for any Delay Delivery Mortgage
Loan within the twenty (20) day period provided in the prior sentence,
Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and
Park Sienna) shall use its best reasonable efforts to effect a substitution,
rather than a repurchase of, such Deleted Mortgage Loan and provided further
that the cure period provided for in Section 2.02 or in Section 2.03 shall
not
apply to the initial delivery of the Mortgage File for such Delay Delivery
Mortgage Loan, but rather Countrywide (on its own behalf and on behalf of
Park
Granada, Park Monaco and Park Sienna) shall have five (5) Business Days to
cure
such failure to deliver. At the end of such twenty (20) day period
the Trustee shall send a Delay Delivery Certification for the Delay Delivery
Mortgage Loans delivered during such twenty (20) day period in accordance
with
the provisions of Section 2.02.
II-4
(d) Subject
to the execution and delivery of the related Supplemental Transfer Agreement
as
provided in Section 2.01(e) hereof and the terms and conditions of this
Agreement, each Seller sells, transfers, assigns, sets over and otherwise
conveys to the Depositor, without recourse, on each Supplemental Transfer
Date,
with respect to each Supplemental Mortgage Loan sold by such Seller to the
Depositor, all the right, title and interest of that Seller in and to the
Supplemental Mortgage Loans sold by it identified in such Supplemental Transfer
Agreement, including all interest and principal received and receivable by
such
Seller on or with respect to the related Supplemental Mortgage Loans on and
after the related Supplemental Cut-off Date (to the extent not applied in
computing the Cut-off Date Principal Balance thereof) or deposited into the
Certificate Account by the related Seller, other than principal and interest
due
on such Supplemental Mortgage Loans prior to the related Supplemental Cut-off
Date.
Immediately
upon the conveyance of the Supplemental Mortgage Loans referred to in the
preceding paragraph, the Depositor sells, transfers, assigns, sets over and
otherwise conveys to the Trustee for benefit of the Certificateholders, without
recourse, all right title and interest in all of the Supplemental Mortgage
Loans.
Each
Seller has entered into this Agreement in consideration for the purchase
of the
Mortgage Loans sold by such Seller to the Depositor and has agreed to take
the
actions specified herein. The Depositor, concurrently with the
execution and delivery of this Agreement, hereby sells, transfers, assigns
and
otherwise conveys to the Trustee for the use and benefit of the
Certificateholders, without recourse, all right title and interest in the
portion of the Trust Fund not otherwise conveyed to the Trust Fund pursuant
to
Sections 2.01(a) or (b).
(e) Upon
five (5) Business Days written notice to the Trustee, the Depositor, the
Master
Servicer (if the Master Servicer is not a Seller), the Class 3-A-2 Insurer
and
the Rating Agencies, on any other Business Day during the Funding Period
designated by Countrywide, Park Granada, Park Monaco and Park Sienna, if
applicable, the Depositor and the Trustee shall complete, execute and deliver
a
Supplemental Transfer Agreement so long as no Rating Agency has provided
notice
that the execution and delivery of such Supplemental Transfer Agreement will
result in a reduction or withdrawal of any ratings assigned to the Certificates
(without regard to the Class 3-A-2 Policy). After the execution and
delivery of such Supplemental Transfer Agreement, on the Supplemental Transfer
Date, the Trustee shall set aside in the Pre-Funding Account an amount equal
to
the Aggregate Supplemental Purchase Amount.
The
transfer of Supplemental Mortgage Loans and the other property and rights
relating to them on a Supplemental Transfer Date is subject to the satisfaction
of each of the following conditions:
II-5
(i) each
Supplemental Mortgage Loan conveyed on such Supplemental Transfer Date satisfies
the representations and warranties applicable to it under this Agreement;
provided, however, that with respect to a breach of a representation and
warranty with respect to a Supplemental Mortgage Loan, the obligation under
Section 2.03(c) of this Agreement of Countrywide, Park Granada, Park Monaco
and
Park Sienna, if applicable, to cure, repurchase or replace such Supplemental
Mortgage Loan shall constitute the sole remedy against such Seller respecting
such breach available to Certificateholders, the Depositor or the
Trustee;
(ii) the
Trustee, the Underwriter and the Rating Agencies are provided with an Opinion
of
Counsel or Opinions of Counsel with respect to the tax treatment of the Trust
Fund, to be delivered as provided pursuant to Section 2.01(f);
(iii) the
Rating Agencies and the Underwriter are provided with an Opinion of Counsel
or
Opinions of Counsel with respect to the validity of the conveyance of the
Supplemental Mortgage Loans conveyed on such Supplemental Transfer Date,
to be
delivered as provided pursuant to Section 2.01(f);
(iv) the
execution and delivery of such Supplemental Transfer Agreement or conveyance
of
the related Supplemental Mortgage Loans does not result in a reduction or
withdrawal of any ratings assigned to the Certificates by the Rating Agencies
(without regard to the Class 3-A-2 Policy);
(v) the
Supplemental Mortgage Loans conveyed on such Supplemental Transfer Date were
selected in a manner reasonably believed not to be adverse to the interests
of
the Certificateholders;
(vi) no
Supplemental Mortgage Loan conveyed on such Supplemental Transfer date was
30 or
more days delinquent;
(vii) the
aggregate of the PO Percentages of the Stated Principal Balance of all
Supplemental Mortgage Loans in Loan Group 1 or Loan Group 2 shall not exceed
the
related PO Sublimit;
(viii) following
the conveyance of the Supplemental Mortgage Loans on such Supplemental Transfer
Date to the Trust Fund, the characteristics of the Mortgage Loans will comply
with the Pool Characteristics for the applicable Loan Group (including the
permitted variances listed therein); provided, that for the purpose of making
these calculations, the characteristics for any Initial Mortgage Loan made
will
be taken as of the Initial Cut-off Date and the characteristics for any
Supplemental Mortgage Loan will be taken as of the related Supplemental Cut-off
Date;
(ix) none
of the Sellers or the Depositor shall be insolvent or shall be rendered
insolvent as a result of such transfer; and
(x) the
Depositor shall have delivered to the Trustee an Officer’s Certificate
confirming the satisfaction of each of these conditions precedent.
The
Trustee shall not be required to investigate or otherwise verify compliance
with
these conditions, except for its own receipt of documents specified above,
and
shall be entitled to rely on the required Officer’s Certificate.
II-6
(f) Within
seven Business Days after each Supplemental Transfer Date, upon (1) delivery
to
the Trustee by the Depositor or Countrywide of the Opinions of Counsel referred
to in Sections 2.01(e)(ii) and (iii), (2) delivery to the Trustee by Countrywide
of a revised Mortgage Loan Schedule reflecting the Supplemental Mortgage
Loans
conveyed on such Supplemental Transfer Date to the Loan Group into which
each
Supplement Mortgage Loan was conveyed and (3) delivery to the Trustee by
the
Depositor of an Officer’s Certificate confirming the satisfaction of each of the
conditions precedent set forth in this Section 2.01(f), the Trustee shall
pay to
each Seller the portion of the Aggregate Supplemental Transfer Amount for
a Loan
Group used to purchase Supplemental Mortgage Loans for that Loan Group from
such
Seller from those funds that were set aside in the Pre-Funding Account pursuant
to Section 2.01(e). The positive difference, if any, between the
Aggregate Supplemental Transfer Amount for a Loan Group and the Aggregate
Supplemental Purchase Amount for that Loan Group shall be reinvested by the
Trustee in the Pre-Funding Account and shall remain designated as a portion
of
the Pre-Funded Amount allocated to that Loan Group.
(g) The
Trustee shall not be required to investigate or otherwise verify compliance
with
the conditions set forth in the preceding paragraph, except for its own receipt
of documents specified above, and shall be entitled to rely on the required
Officer’s Certificate.
Within
thirty days after the final Supplemental Transfer Date, the Depositor shall
deliver to the Trustee a letter of a nationally recognized firm of independent
public accountants stating whether or not the Supplemental Mortgage Loans
conveyed on such Supplemental Transfer Date conform to the characteristics
in
Section 2.01(e)(vi), (vii) and (viii).
(h) Neither
the Depositor nor the Trust will acquire or hold any Mortgage Loan that would
violate the representations made by Countrywide set forth in clause (48)
of
Schedule III-A hereto.
|
|
SECTION
2.02.
|
Acceptance
by Trustee of the Mortgage
Loans.
|
(a) The
Trustee acknowledges receipt of the documents identified in the Initial
Certification in the form annexed hereto as Exhibit F-1 and declares that
it holds and will hold such documents and the other documents delivered to
it
constituting the Mortgage Files, and that it holds or will hold such other
assets as are included in the Trust Fund, in trust for the exclusive use
and
benefit of all present and future Certificateholders. The Trustee
acknowledges that it will maintain possession of the Mortgage Notes in the
State
of California, unless otherwise permitted by the Rating Agencies.
The
Trustee agrees to execute and deliver on the Closing Date to the Depositor,
the
Master Servicer and Countrywide (on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna) an Initial Certification in the form
annexed hereto as Exhibit F-1. Based on its review and examination,
and only as to the documents identified in such Initial Certification, the
Trustee acknowledges that such documents appear regular on their face and
relate
to such Initial Mortgage Loan. The Trustee shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine, enforceable
or appropriate for the represented purpose or that they have actually been
recorded in the real estate records or that they are other than what they
purport to be on their face.
On
or
about the thirtieth (30th) day after the Closing Date, the Trustee shall
deliver
to the Depositor, the Master Servicer and Countrywide (on its own behalf
and on
behalf of Park Granada, Park Monaco and Park Sienna) a Delay Delivery
Certification with respect to the Initial Mortgage Loans in the form annexed
hereto as Exhibit G-1, with any applicable exceptions noted
thereon.
II-7
Not
later
than 90 days after the Closing Date, the Trustee shall deliver to the Depositor,
the Master Servicer and Countrywide (on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna) a Final Certification with respect
to the
Initial Mortgage Loans in the form annexed hereto as Exhibit H-1, with any
applicable exceptions noted thereon. If, in the course of such
review, the Trustee finds any document constituting a part of a Mortgage
File
which does not meet the requirements of Section 2.01, the Trustee shall list
such as an exception in the Final Certification; provided, however that the
Trustee shall not make any determination as to whether (i) any endorsement
is
sufficient to transfer all right, title and interest of the party so endorsing,
as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any
assignment is in recordable form or is sufficient to effect the assignment
of
and transfer to the assignee thereof under the mortgage to which the assignment
relates. Countrywide (on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna) shall promptly correct or cure such
defect
within 90 days from the date it was so notified of such defect and, if
Countrywide does not correct or cure such defect within such period, Countrywide
(on its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage
Loan, which substitution shall be accomplished in the manner and subject
to the
conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan
from
the Trustee within 90 days from the date Countrywide (on its own behalf and
on
behalf of Park Granada, Park Monaco and Park Sienna) was notified of such
defect
in writing at the Purchase Price of such Mortgage Loan; provided, however,
that
in no event shall such substitution or purchase occur more than 540 days
from
the Closing Date, except that if the substitution or purchase of a Mortgage
Loan
pursuant to this provision is required by reason of a delay in delivery of
any
documents by the appropriate recording office, and there is a dispute between
either the Master Servicer or Countrywide (on its own behalf and on behalf
of
Park Granada, Park Monaco and Park Sienna) and the Trustee over the location
or
status of the recorded document, then such substitution or purchase shall
occur
within 720 days from the Closing Date. The Trustee shall deliver
written notice to each Rating Agency within 270 days from the Closing Date
indicating each Mortgage Loan (a) which has not been returned by the appropriate
recording office or (b) as to which there is a dispute as to location or
status of such Mortgage Loan. Such notice shall be delivered every 90
days thereafter until the related Mortgage Loan is returned to the
Trustee. Any such substitution pursuant to (a) above or purchase
pursuant to (b) above shall not be effected prior to the delivery to the
Trustee
of the Opinion of Counsel required by Section 2.05 hereof, if any, and any
substitution pursuant to (a) above shall not be effected prior to the additional
delivery to the Trustee of a Request for Release substantially in the form
of
Exhibit N. No substitution is permitted to be made in any calendar
month after the Determination Date for such month. The Purchase Price
for any such Mortgage Loan shall be deposited by Countrywide (on its own
behalf
and on behalf of Park Granada, Park Monaco and Park Sienna) in the Certificate
Account on or prior to the Distribution Account Deposit Date for the
Distribution Date in the month following the month of repurchase and, upon
receipt of such deposit and certification with respect thereto in the form
of
Exhibit N hereto, the Trustee shall release the related Mortgage File to
Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and
Park Sienna) and shall execute and deliver at Countrywide’s (on its own behalf
and on behalf of Park Granada, Park Monaco and Park Sienna) request such
instruments of transfer or assignment prepared by Countrywide, in each case
without recourse, as shall be necessary to vest in Countrywide (on its own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna), or its
designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.
If pursuant to the foregoing provisions Countrywide (on its own behalf and
on
behalf of Park Granada, Park Monaco and Park Sienna) repurchases an Initial
Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either
(i)
cause MERS to execute and deliver an assignment of the Mortgage in recordable
form to transfer the Mortgage from MERS to Countrywide (on its own behalf
and on
behalf of Park Granada, Park Monaco and Park Sienna) or its designee and
shall
cause such Mortgage to be removed from registration on the MERS® System in
accordance with MERS’ rules and regulations or (ii) cause MERS to designate on
the MERS® System Countrywide (on its own behalf and on behalf of Park Granada,
Park Monaco and Park Sienna) or its designee as the beneficial holder of
such
Mortgage Loan.
II-8
(b) Upon
delivery of the Supplemental Mortgage Loans pursuant to a Supplemental Transfer
Agreement, the Trustee shall acknowledge receipt of the documents identified
in
any Supplemental Certification in the form annexed hereto as Exhibit F-2
and
declare that it will hold such documents and the other documents delivered
to it
constituting the Mortgage Files, and that it will hold such other assets
as are
included in the Trust Fund, in trust for the exclusive use and benefit of
all
present and future Certificateholders. The Trustee acknowledges that
it will maintain possession of the Mortgage Notes in the State of California,
unless otherwise permitted by the Rating Agencies.
The
Trustee agrees to execute and deliver on the Supplemental Transfer Date to
the
Depositor, the Master Servicer and Countrywide (on its own behalf and on
behalf
of Park Granada, Park Monaco and Park Sienna) a Supplemental Certification
in
the form annexed hereto as Exhibit F-2. Based on its review and
examination, and only as to the documents identified in such Supplemental
Certification, the Trustee shall acknowledge that such documents appear regular
on their face and relate to such Supplemental Mortgage Loan. The
Trustee shall be under no duty or obligation to inspect, review or examine
said
documents, instruments, certificates or other papers to determine that the
same
are genuine, enforceable or appropriate for the represented purpose or that
they
have actually been recorded in the real estate records or that they are other
than what they purport to be on their face.
On
or
about the twentieth (20th) day after the Supplemental Transfer Date, the
Trustee
shall deliver to the Depositor, the Master Servicer and Countrywide (on its
own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna) a Delay
Delivery Certification with respect to the Supplemental Mortgage Loans in
the
form annexed hereto as Exhibit G-2, with any applicable exceptions noted
thereon.
Not
later
than 90 days after the final Supplemental Transfer Date, the Trustee shall
deliver to the Depositor, the Master Servicer and Countrywide (on its own
behalf
and on behalf of Park Granada, Park Monaco and Park Sienna) a Final
Certification with respect to the Supplemental Mortgage Loans in the form
annexed hereto as Exhibit H-2, with any applicable exceptions noted
thereon.
(c) If,
in the course of such review of the Mortgage Files relating to the Supplemental
Mortgage Loans, the Trustee finds any document constituting a part of a Mortgage
File which does not meet the requirements of Section 2.01, the Trustee shall
list such as an exception in the Final Certification; provided, however that
the
Trustee shall not make any determination as to whether (i) any endorsement
is
sufficient to transfer all right, title and interest of the party so endorsing,
as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any
assignment is in recordable form or is sufficient to effect the assignment
of
and transfer to the assignee thereof under the mortgage to which the assignment
relates. Countrywide (on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna) shall promptly correct or cure such
defect
within 90 days from the date it was so notified of such defect and, if
Countrywide does not correct or cure such defect within such period, Countrywide
(on its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage
Loan, which substitution shall be accomplished in the manner and subject
to the
conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan
from
the Trustee within 90 days from the date Countrywide (on its own behalf and
on
behalf of Park Granada, Park Monaco and Park Sienna) was notified of such
defect
in writing at the Purchase Price of such Mortgage Loan; provided, however,
that
in no event shall such substitution or purchase occur more than 540 days
from
the Closing Date, except that if the substitution or purchase of a Mortgage
Loan
pursuant to this provision is required by reason of a delay in delivery of
any
documents by the appropriate recording office, and there is a dispute between
either the Master Servicer or Countrywide (on its own behalf and on behalf
of
Park Granada, Park Monaco and Park Sienna) and the Trustee over the location
or
status of the recorded document, then such substitution or purchase shall
occur
within 720 days from the Closing Date. The Trustee shall deliver
written notice to each Rating Agency and the Class 3-A-2 Insurer within 270
days
from the Closing Date indicating each Mortgage Loan (a) which has not been
returned by the appropriate recording office or (b) as to which there is
a
dispute as to location or status of such Mortgage Loan. Such notice
shall be delivered every 90 days thereafter until the related Mortgage Loan
is
returned to the Trustee. Any such substitution pursuant to (a) above
or purchase pursuant to (b) above shall not be effected prior to the delivery
to
the Trustee of the Opinion of Counsel required by Section 2.05 hereof, if
any,
and any substitution pursuant to (a) above shall not be effected prior to
the
additional delivery to the Trustee of a Request for Release substantially
in the
form of Exhibit N. No substitution is permitted to be made in any
calendar month after the Determination Date for such month. The
Purchase Price for any such Mortgage Loan shall be deposited by Countrywide
(on
its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
in
the Certificate Account on or prior to the Distribution Account Deposit Date
for
the Distribution Date in the month following the month of repurchase and,
upon
receipt of such deposit and certification with respect thereto in the form
of
Exhibit N hereto, the Trustee shall release the related Mortgage File to
Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and
Park Sienna) and shall execute and deliver at Countrywide’s (on its own behalf
and on behalf of Park Granada, Park Monaco and Park Sienna) request such
instruments of transfer or assignment prepared by Countrywide, in each case
without recourse, as shall be necessary to vest in Countrywide (on its own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna), or a
designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.
If pursuant to the foregoing provisions Countrywide (on its own behalf and
on
behalf of Park Granada, Park Monaco and Park Sienna) repurchases a Supplemental
Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either
(i)
cause MERS to execute and deliver an assignment of the Mortgage in recordable
form to transfer the Mortgage from MERS to Countrywide (on its own behalf
and on
behalf of Park Granada, Park Monaco and Park Sienna) and shall cause such
Mortgage to be removed from registration on the MERS® System in accordance with
MERS’ rules and regulations or (ii) cause MERS to designate on the MERS® System
Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and
Park Sienna) or its designee as the beneficial holder of such Mortgage
Loan.
II-9
(d) The
Trustee shall retain possession and custody of each Mortgage File in accordance
with and subject to the terms and conditions set forth herein. The
Master Servicer shall promptly deliver to the Trustee, upon the execution
or
receipt thereof, the originals of such other documents or instruments
constituting the Mortgage File as come into the possession of the Master
Servicer from time to time.
(e) It
is understood and agreed that the respective obligations of each Seller to
substitute for or to purchase any Mortgage Loan sold to the Depositor by
it
which does not meet the requirements of Section 2.01 above shall constitute
the
sole remedy respecting such defect available to the Trustee, the Depositor
and
any Certificateholder against that Seller.
|
|
SECTION
2.03.
|
Representations,
Warranties and Covenants of the Sellers and Master
Servicer.
|
(a) Countrywide
hereby makes the representations and warranties set forth in
(i) Schedule II-A, Schedule II-B, Schedule II-C and Schedule II-D
hereto, and by this reference incorporated herein, to the Depositor, the
Master
Servicer and the Trustee, as of the Closing Date, (ii) Schedule III-A
hereto, and by this reference incorporated herein, to the Depositor, the
Master
Servicer and the Trustee, as of the Closing Date, or if so specified therein,
as
of the Initial Cut-off Date with respect to all of the Initial Mortgage Loans
and as of the related Supplemental Cut-off Date with respect to all of the
Supplemental Mortgage Loans, and (iii) Schedule III-B hereto, and by
this reference incorporated herein, to the Depositor, the Master Servicer
and
the Trustee, as of the Closing Date, or if so specified therein, as of the
Initial Cut-off Date with respect to the Initial Mortgage Loans that are
Countrywide Mortgage Loans and as of the related Supplemental Cut-off Date
with
respect to the Supplemental Mortgage Loans that are Countrywide Mortgage
Loans. Park Granada hereby makes the representations and warranties
set forth in (i) Schedule II-B hereto, and by this reference
incorporated herein, to the Depositor, the Master Servicer and the Trustee,
as
of the Closing Date and (ii) Schedule III-C hereto, and by this
reference incorporated herein, to the Depositor, the Master Servicer and
the
Trustee, as of the Closing Date, or if so specified therein, as of the Initial
Cut-off Date with respect to the Initial Mortgage Loans that are Park Granada
Mortgage Loans and as of the related Supplemental Cut-off Date with respect
to
the Supplemental Mortgage Loans that are Park Granada Mortgage
Loans. Park Monaco hereby makes the representations and warranties
set forth in (i) Schedule II-C hereto, and by this reference incorporated
herein, to the Depositor, the Master Servicer and the Trustee, as of the
Closing
Date and (ii) Schedule III-D hereto, and by this reference incorporated herein,
to the Depositor, the Master Servicer and the Trustee, as of the Closing
Date,
or if so specified therein, as of the Initial Cut-off Date with respect to
the
Initial Mortgage Loans that are Park Monaco Mortgage Loans and as of the
related
Supplemental Cut-off Date with respect to the Supplemental Mortgage Loans
that
are Park Monaco Mortgage Loans. Park Sienna hereby makes the
representations and warranties set forth in (i) Schedule II-D hereto, and
by
this reference incorporated herein, to the Depositor, the Master Servicer
and
the Trustee, as of the Closing Date and (ii) Schedule III-E hereto, and by
this
reference incorporated herein, to the Depositor, the Master Servicer and
the
Trustee, as of the Closing Date, or if so specified therein, as of the Initial
Cut-off Date with respect to the Initial Mortgage Loans that are Park Sienna
Mortgage Loans and as of the related Supplemental Cut-off Date with respect
to
the Supplemental Mortgage Loans that are Park Sienna Mortgage
Loans.
II-10
(b) The
Master Servicer hereby makes the representations and warranties set forth
in
Schedule IV hereto, and by this reference incorporated herein, to the Depositor
and the Trustee, as of the Closing Date.
(c) Upon
discovery by any of the parties hereto of a breach of a representation or
warranty with respect to a Mortgage Loan made pursuant to Section 2.03(a)
or a
breach of a representation or warranty with respect to a Supplemental Mortgage
Loan under Section 2.01(e)(i) that materially and adversely affects the
interests of the Certificateholders in that Mortgage Loan, the party discovering
such breach shall give prompt notice thereof to the other parties and the
NIM
Insurer. Each Seller hereby covenants that within 90 days of the
earlier of its discovery or its receipt of written notice from any party
of a
breach of any representation or warranty with respect to a Mortgage Loan
sold by
it pursuant to Section 2.03(a) and with respect to a breach of a representation
and warranty with respect to a Supplemental Mortgage Loan sold by it under
Section 2.01(e)(i) which materially and adversely affects the interests of
the
Certificateholders in that Mortgage Loan, it shall cure such breach in all
material respects, and if such breach is not so cured, shall, (i) if such
90-day
period expires prior to the second anniversary of the Closing Date, remove
such
Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in
its place a Substitute Mortgage Loan, in the manner and subject to the
conditions set forth in this Section; or (ii) repurchase the affected Mortgage
Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner
set
forth below; provided, however, that any such substitution pursuant to (i)
above
shall not be effected prior to the delivery to the Trustee of the Opinion
of
Counsel required by Section 2.05 hereof, if any, and any such substitution
pursuant to (i) above shall not be effected prior to the additional delivery
to
the Trustee of a Request for Release substantially in the form of Exhibit
N and
the Mortgage File for any such Substitute Mortgage Loan. The Seller
repurchasing a Mortgage Loan pursuant to this Section 2.03(c) shall promptly
reimburse the Master Servicer and the Trustee for any expenses reasonably
incurred by the Master Servicer or the Trustee in respect of enforcing the
remedies for such breach. With respect to the representations and
warranties described in this Section which are made to the best of a Seller’s
knowledge, if it is discovered by either the Depositor, a Seller or the Trustee
that the substance of such representation and warranty is inaccurate and
such
inaccuracy materially and adversely affects the value of the related Mortgage
Loan or the interests of the Certificateholders therein, notwithstanding
that
Seller’s lack of knowledge with respect to the substance of such representation
or warranty, such inaccuracy shall be deemed a breach of the applicable
representation or warranty.
II-11
With
respect to any Substitute Mortgage Loan or Loans, sold to the Depositor by
a
Seller, Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and Park Sienna) shall deliver to the Trustee for the benefit of the
Certificateholders the Mortgage Note, the Mortgage, the related assignment
of
the Mortgage, and such other documents and agreements as are required by
Section
2.01, with the Mortgage Note endorsed and the Mortgage assigned as required
by
Section 2.01. No substitution is permitted to be made in any calendar
month after the Determination Date for such month. Scheduled Payments
due with respect to Substitute Mortgage Loans in the month of substitution
shall
not be part of the Trust Fund and will be retained by the related Seller
on the
next succeeding Distribution Date. For the month of substitution,
distributions to Certificateholders will include the monthly payment due
on any
Deleted Mortgage Loan for such month and thereafter that Seller shall be
entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend the Mortgage Loan Schedule for
the benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans
and
the Master Servicer shall deliver the amended Mortgage Loan Schedule to the
Trustee. Upon such substitution, the Substitute Mortgage Loan or
Loans shall be subject to the terms of this Agreement in all respects, and
the
related Seller shall be deemed to have made with respect to such Substitute
Mortgage Loan or Loans, as of the date of substitution, the representations
and
warranties made pursuant to Section 2.03(a) with respect to such Mortgage
Loan. Upon any such substitution and the deposit to the Certificate
Account of the amount required to be deposited therein in connection with
such
substitution as described in the following paragraph, the Trustee shall release
the Mortgage File held for the benefit of the Certificateholders relating
to
such Deleted Mortgage Loan to the related Seller and shall execute and deliver
at such Seller’s direction such instruments of transfer or assignment prepared
by Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and
Park Sienna), in each case without recourse, as shall be necessary to vest
title
in that Seller, or its designee, the Trustee’s interest in any Deleted Mortgage
Loan substituted for pursuant to this Section 2.03.
For
any
month in which a Seller substitutes one or more Substitute Mortgage Loans
for
one or more Deleted Mortgage Loans, the Master Servicer will determine the
amount (if any) by which the aggregate principal balance of all Substitute
Mortgage Loans sold to the Depositor by that Seller as of the date of
substitution is less than the aggregate Stated Principal Balance of all Deleted
Mortgage Loans repurchased by that Seller (after application of the scheduled
principal portion of the monthly payments due in the month of
substitution). The amount of such shortage (the “Substitution
Adjustment Amount”) plus an amount equal to the aggregate of any unreimbursed
Advances with respect to such Deleted Mortgage Loans shall be deposited in
the
Certificate Account by Countrywide (on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna) on or before the Distribution Account
Deposit Date for the Distribution Date in the month succeeding the calendar
month during which the related Mortgage Loan became required to be purchased
or
replaced hereunder.
In
the
event that a Seller shall have repurchased a Mortgage Loan, the Purchase
Price
therefor shall be deposited in the Certificate Account pursuant to Section
3.05
on or before the Distribution Account Deposit Date for the Distribution Date
in
the month following the month during which that Seller became obligated
hereunder to repurchase or replace such Mortgage Loan and upon such deposit
of
the Purchase Price, the delivery of the Opinion of Counsel required by Section
2.05 and receipt of a Request for Release in the form of Exhibit N hereto,
the
Trustee shall release the related Mortgage File held for the benefit of the
Certificateholders to such Person, and the Trustee shall execute and deliver
at
such Person’s direction such instruments of transfer or assignment prepared by
such Person, in each case without recourse, as shall be necessary to transfer
title from the Trustee. It is understood and agreed that the
obligation under this Agreement of any Person to cure, repurchase or replace
any
Mortgage Loan as to which a breach has occurred and is continuing shall
constitute the sole remedy against such Persons respecting such breach available
to Certificateholders, the Depositor or the Trustee on their
behalf.
II-12
The
representations and warranties made pursuant to this Section 2.03 shall survive
delivery of the respective Mortgage Files to the Trustee for the benefit
of the
Certificateholders.
|
|
SECTION
2.04.
|
Representations
and Warranties of the Depositor as to the Mortgage
Loans.
|
The
Depositor hereby represents and warrants to the Trustee with respect to each
Initial Mortgage Loan as of the date hereof or such other date set forth
herein
that as of the Closing Date, and following the transfer of the Initial Mortgage
Loans to it by each Seller, the Depositor had good title to the Initial Mortgage
Loans and the Mortgage Notes were subject to no offsets, defenses or
counterclaims.
The
Depositor hereby assigns, transfers and conveys to the Trustee all of its
rights
with respect to the Mortgage Loans including, without limitation, the
representations and warranties of each Seller made pursuant to Section
2.03(a)(ii) hereof, together with all rights of the Depositor to require
each
Seller to cure any breach thereof or to repurchase or substitute for any
affected Mortgage Loan in accordance with this Agreement.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 2.04 shall survive delivery of the Mortgage Files to the
Trustee. Upon discovery by the Depositor or the Trustee of a breach
of any of the foregoing representations and warranties set forth in this
Section
2.04 (referred to herein as a “breach”), which breach materially and adversely
affects the interest of the Certificateholders, the party discovering such
breach shall give prompt written notice to the others and to each Rating
Agency
and the NIM Insurer.
|
|
SECTION
2.05.
|
Delivery
of Opinion of Counsel in Connection with
Substitutions.
|
(a) Notwithstanding
any contrary provision of this Agreement, no substitution pursuant to Section
2.02 or Section 2.03 shall be made more than 90 days after the Closing Date
unless Countrywide delivers to the Trustee an Opinion of Counsel, which Opinion
of Counsel shall not be at the expense of either the Trustee or the Trust
Fund,
addressed to the Trustee, to the effect that such substitution will not (i)
result in the imposition of the tax on “prohibited transactions” on the Trust
Fund or contributions after the Startup Date, as defined in Sections 860F(a)(2)
and 860G(d) of the Code, respectively, or (ii) cause any REMIC created hereunder
to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
(b) Upon
discovery by the Depositor, a Seller, the Master Servicer, or the Trustee
that
any Mortgage Loan does not constitute a “qualified mortgage” within the meaning
of Section 860G(a)(3) of the Code, the party discovering such fact shall
promptly (and in any event within five (5) Business Days of discovery) give
written notice thereof to the other parties and the NIM Insurer. In
connection therewith, the Trustee shall require Countrywide (on its own behalf
and on behalf of Park Granada, Park Monaco and Park Sienna), at its option,
to
either (i) substitute, if the conditions in Section 2.03(c) with respect
to
substitutions are satisfied, a Substitute Mortgage Loan for the affected
Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days
of
such discovery in the same manner as it would a Mortgage Loan for a breach
of
representation or warranty made pursuant to Section 2.03. The Trustee
shall reconvey to Countrywide the Mortgage Loan to be released pursuant hereto
in the same manner, and on the same terms and conditions, as it would a Mortgage
Loan repurchased for breach of a representation or warranty contained in
Section
2.03.
II-13
|
|
SECTION
2.06.
|
Execution
and Delivery of Certificates.
|
The
Trustee acknowledges the transfer and assignment to it of the Trust Fund
and,
concurrently with such transfer and assignment, has executed and delivered
to or
upon the order of the Depositor, the Certificates in authorized denominations
evidencing directly or indirectly the entire ownership of the Trust
Fund. The Trustee agrees to hold the Trust Fund and exercise the
rights referred to above for the benefit of all present and future Holders
of
the Certificates and to perform the duties set forth in this Agreement, to
the
end that the interests of the Holders of the Certificates may be adequately
and
effectively protected.
|
|
SECTION
2.07.
|
REMIC
Matters.
|
The
Preliminary Statement sets forth the designations and “latest possible maturity
date” for federal income tax purposes of all interests created
hereby. The “Startup Day” for purposes of the REMIC Provisions shall
be the Closing Date. The “tax matters person” with respect to each
REMIC hereunder shall be the Trustee and the Trustee shall hold the Tax Matters
Person Certificate. Each REMIC’s fiscal year shall be the calendar
year.
|
|
SECTION
2.08.
|
Covenants
of the Master Servicer.
|
The
Master Servicer hereby covenants to the Depositor and the Trustee as
follows:
(a) the
Master Servicer shall comply in the performance of its obligations under
this
Agreement with all reasonable rules and requirements of the insurer under
each
Required Insurance Policy; and
(b) no
written information, certificate of an officer, statement furnished in writing
or written report delivered to the Depositor, any affiliate of the Depositor
or
the Trustee and prepared by the Master Servicer pursuant to this Agreement
will
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make such information, certificate, statement or report not
misleading.
II-14
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
MORTGAGE LOANS
|
|
SECTION
3.01.
|
Master
Servicer to Service Mortgage
Loans.
|
For
and
on behalf of the Certificateholders, the Master Servicer shall service and
administer the Mortgage Loans in accordance with the terms of this Agreement
and
customary and usual standards of practice of prudent mortgage loan
servicers. In connection with such servicing and administration, the
Master Servicer shall have full power and authority, acting alone and/or
through
Subservicers as provided in Section 3.02 hereof, subject to the terms hereof
(i)
to execute and deliver, on behalf of the Certificateholders and the Trustee,
customary consents or waivers and other instruments and documents, (ii) to
consent to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages (but only in the manner provided in this Agreement),
(iii) to collect any Insurance Proceeds and other Liquidation Proceeds (which,
for the purpose of this Section, includes any Subsequent Recoveries), and
(iv)
to effectuate foreclosure or other conversion of the ownership of the Mortgaged
Property securing any Mortgage Loan; provided that the Master Servicer shall
not
take any action that is inconsistent with or prejudices the interests of
the
Trust Fund or the Certificateholders in any Mortgage Loan or the rights and
interests of the Depositor, the Trustee and the Certificateholders under
this
Agreement. The Master Servicer shall represent and protect the
interests of the Trust Fund in the same manner as it protects its own interests
in mortgage loans in its own portfolio in any claim, proceeding or litigation
regarding a Mortgage Loan, and shall not make or permit any modification,
waiver
or amendment of any Mortgage Loan which would cause any REMIC created hereunder
to fail to qualify as a REMIC or result in the imposition of any tax under
Section 860F(a) or Section 860G(d) of the Code. Without limiting the
generality of the foregoing, the Master Servicer, in its own name or in the
name
of the Depositor and the Trustee, is hereby authorized and empowered by the
Depositor and the Trustee, when the Master Servicer believes it appropriate
in
its reasonable judgment, to execute and deliver, on behalf of the Trustee,
the
Depositor, the Certificateholders or any of them, any and all instruments
of
satisfaction or cancellation, or of partial or full release or discharge
and all
other comparable instruments, with respect to the Mortgage Loans, and with
respect to the Mortgaged Properties held for the benefit of the
Certificateholders. The Master Servicer shall prepare and deliver to
the Depositor and/or the Trustee such documents requiring execution and delivery
by either or both of them as are necessary or appropriate to enable the Master
Servicer to service and administer the Mortgage Loans to the extent that
the
Master Servicer is not permitted to execute and deliver such documents pursuant
to the preceding sentence. Upon receipt of such documents, the
Depositor and/or the Trustee shall execute such documents and deliver them
to
the Master Servicer. The Master Servicer further is authorized and
empowered by the Trustee, on behalf of the Certificateholders and the Trustee,
in its own name or in the name of the Subservicer, when the Master Servicer
or
the Subservicer, as the case may be, believes it appropriate in its best
judgment to register any Mortgage Loan on the MERS® System, or cause the removal
from the registration of any Mortgage Loan on the MERS® System, to execute and
deliver, on behalf of the Trustee and the Certificateholders or any of them,
any
and all instruments of assignment and other comparable instruments with respect
to such assignment or re-recording of a Mortgage in the name of MERS, solely
as
nominee for the Trustee and its successors and assigns.
In
accordance with the standards of the preceding paragraph, the Master Servicer
shall advance or cause to be advanced funds as necessary for the purpose
of
effecting the payment of taxes and assessments on the Mortgaged Properties,
which advances shall be reimbursable in the first instance from related
collections from the Mortgagors pursuant to Section 3.06, and further as
provided in Section 3.08. The costs incurred by the Master Servicer,
if any, in effecting the timely payments of taxes and assessments on the
Mortgaged Properties and related insurance premiums shall not, for the purpose
of calculating monthly distributions to the Certificateholders, be added
to the
Stated Principal Balances of the related Mortgage Loans, notwithstanding
that
the terms of such Mortgage Loans so permit.
III-1
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SECTION
3.02.
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Subservicing;
Enforcement of the Obligations of
Subservicers.
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(a) The
Master Servicer may arrange for the subservicing of any Mortgage Loan by
a
Subservicer pursuant to a subservicing agreement; provided, however, that
such
subservicing arrangement and the terms of the related subservicing agreement
must provide for the servicing of such Mortgage Loans in a manner consistent
with the servicing arrangements contemplated under this Agreement; provided,
however, that the NIM Insurer shall have consented to such subservicing
agreements (which consent shall not be unreasonably withheld). Unless
the context otherwise requires, references in this Agreement to actions taken
or
to be taken by the Master Servicer in servicing the Mortgage Loans include
actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Notwithstanding the provisions of any subservicing
agreement, any of the provisions of this Agreement relating to agreements
or
arrangements between the Master Servicer and a Subservicer or reference to
actions taken through a Subservicer or otherwise, the Master Servicer shall
remain obligated and liable to the Depositor, the Trustee, the Class 3-A-2
Insurer and the Certificateholders for the servicing and administration of
the
Mortgage Loans in accordance with the provisions of this Agreement without
diminution of such obligation or liability by virtue of such subservicing
agreements or arrangements or by virtue of indemnification from the Subservicer
and to the same extent and under the same terms and conditions as if the
Master
Servicer alone were servicing and administering the Mortgage
Loans. All actions of each Subservicer performed pursuant to the
related subservicing agreement shall be performed as an agent of the Master
Servicer with the same force and effect as if performed directly by the Master
Servicer.
(b) For
purposes of this Agreement, the Master Servicer shall be deemed to have received
any collections, recoveries or payments with respect to the Mortgage Loans
that
are received by a Subservicer regardless of whether such payments are remitted
by the Subservicer to the Master Servicer.
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SECTION
3.03.
|
Rights
of the Depositor, the NIM Insurer and the Trustee in Respect of
the Master
Servicer.
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The
Depositor may, but is not obligated to, enforce the obligations of the Master
Servicer hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer hereunder
and in connection with any such defaulted obligation to exercise the related
rights of the Master Servicer hereunder; provided that the Master Servicer
shall
not be relieved of any of its obligations hereunder by virtue of such
performance by the Depositor or its designee. Neither the Trustee,
the NIM Insurer nor the Depositor shall have any responsibility or liability
for
any action or failure to act by the Master Servicer nor shall the Trustee
or the
Depositor be obligated to supervise the performance of the Master Servicer
hereunder or otherwise.
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SECTION
3.04.
|
Trustee
to Act as Master Servicer.
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In
the
event that the Master Servicer shall for any reason no longer be the Master
Servicer hereunder (including by reason of an Event of Default or termination
by
the Depositor), the Trustee or its successor shall thereupon assume all of
the
rights and obligations of the Master Servicer hereunder arising thereafter
(except that the Trustee shall not be (i) liable for losses of the Master
Servicer pursuant to Section 3.09 hereof or any acts or omissions of the
predecessor Master Servicer hereunder), (ii) obligated to make Advances if
it is
prohibited from doing so by applicable law, (iii) obligated to effectuate
repurchases or substitutions of Mortgage Loans hereunder including, but not
limited to, repurchases or substitutions of Mortgage Loans pursuant to Section
2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer
pursuant to Section 2.03 or (v) deemed to have made any representations and
warranties of the Master Servicer hereunder). Any such assumption
shall be subject to Section 7.02 hereof. If the Master Servicer shall
for any reason no longer be the Master Servicer (including by reason of any
Event of Default or termination by the Depositor), the Trustee or its successor
shall succeed to any rights and obligations of the Master Servicer under
each
subservicing agreement.
III-2
The
Master Servicer shall, upon request of the Trustee, but at the expense of
the
Master Servicer, deliver to the assuming party all documents and records
relating to each subservicing agreement or substitute subservicing agreement
and
the Mortgage Loans then being serviced thereunder and an accounting of amounts
collected or held by it and otherwise use its best efforts to effect the
orderly
and efficient transfer of the substitute subservicing agreement to the assuming
party.
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SECTION
3.05.
|
Collection
of Mortgage Loan Payments; Certificate Account; Distribution Account;
Pre-Funding Account; Capitalized Interest Account; the Supplemental
Interest Trust and the Corridor Contract Reserve Fund; the Principal
Reserve Fund; Carryover Reserve
Fund.
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(a) The
Master Servicer shall make reasonable efforts in accordance with the customary
and usual standards of practice of prudent mortgage servicers to collect
all
payments called for under the terms and provisions of the Mortgage Loans
to the
extent such procedures shall be consistent with this Agreement and the terms
and
provisions of any related Required Insurance Policy. Consistent with
the foregoing, the Master Servicer may in its discretion (i) waive any late
payment charge or, subject to Section 3.19, any Prepayment Charge or penalty
interest in connection with the prepayment of a Mortgage Loan and (ii) extend
the due dates for payments due on a Mortgage Note for a period not greater
than
180 days; provided, however, that the Master Servicer cannot extend the maturity
of any such Mortgage Loan past the date on which the final payment is due
on the
latest maturing Mortgage Loan as of the Cut-off Date. In the event of
any such arrangement, the Master Servicer shall make Advances on the related
Mortgage Loan in accordance with the provisions of Section 4.01 during the
scheduled period in accordance with the amortization schedule of such Mortgage
Loan without modification thereof by reason of such arrangements. In
addition, the NIM Insurer’s prior written consent shall be required for any
waiver of Prepayment Charges on Mortgage Loans in Aggregate Loan Group II
or for
the extension of the due dates for payments due on a Mortgage Note related
to a
Mortgage Loan in Aggregate Loan Group II, if the aggregate number of outstanding
Mortgage Loans in Aggregate Loan Group II that have been granted such waivers
or
extensions exceeds 5% of the aggregate number of Mortgage Loans in Aggregate
Loan Group II. The Master Servicer shall not be required to institute
or join in litigation with respect to collection of any payment (whether
under a
Mortgage, Mortgage Note or otherwise or against any public or governmental
authority with respect to a taking or condemnation) if it reasonably believes
that enforcing the provision of the Mortgage or other instrument pursuant
to
which such payment is required is prohibited by applicable law.
(b) The
Master Servicer shall establish and maintain a Certificate Account into which
the Master Servicer shall deposit or cause to be deposited no later than
two
Business Days after receipt (or, if the current long-term credit rating of
Countrywide is reduced below “A-” by S&P or Fitch, or “A3” by
Xxxxx’x, the Master Servicer shall deposit or cause to be deposited on a daily
basis within one Business Day of receipt), except as otherwise specifically
provided herein, the following payments and collections remitted by Subservicers
or received by it in respect of Mortgage Loans in an Aggregate Loan Group
subsequent to the Cut-off Date (other than in respect of principal and interest
due on those Mortgage Loans on or before the Cut-off Date) and the following
amounts in respect of the Mortgage Loans in an Aggregate Loan Group required
to
be deposited hereunder:
III-3
(i) all
payments on account of principal on those Mortgage Loans, including Principal
Prepayments;
(ii) all
payments on account of interest on those Mortgage Loans, net of the related
Master Servicing Fee, Prepayment Interest Excess and any lender paid mortgage
insurance premiums;
(iii) all
payments on account of Prepayment Charges on those Mortgage Loans;
(iv) all
Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds, other
than
proceeds to be applied to the restoration or repair of the Mortgaged Property
or
released to the Mortgagor in accordance with the Master Servicer’s normal
servicing procedures;
(v) any
amount required to be deposited by the Master Servicer or the Depositor pursuant
to Section 3.05(e) in connection with any losses on Permitted Investments
for
which it is responsible;
(vi) any
amounts required to be deposited by the Master Servicer pursuant to Section
3.09(c) and in respect of net monthly rental income from REO Property pursuant
to Section 3.11 hereof;
(vii) all
related Substitution Adjustment Amounts;
(viii) all
related Advances made by the Master Servicer pursuant to Section 4.01;
and
(ix) any
other amounts required to be deposited hereunder.
In
addition, with respect to any Mortgage Loan that is subject to a buydown
agreement, on each Due Date for such Mortgage Loan, in addition to the monthly
payment remitted by the Mortgagor, the Master Servicer shall cause funds
to be
deposited into the Certificate Account in an amount required to cause an
amount
of interest to be paid with respect to such Mortgage Loan equal to the amount
of
interest that has accrued on such Mortgage Loan from the preceding Due Date
at
the Mortgage Rate net of the related Master Servicing Fee.
The
foregoing requirements for remittance by the Master Servicer shall be exclusive,
it being understood and agreed that, without limiting the generality of the
foregoing, payments in the nature of late payment charges or assumption fees,
if
collected, need not be remitted by the Master Servicer. In the event
that the Master Servicer shall remit any amount not required to be remitted,
it
may at any time withdraw or direct the institution maintaining the Certificate
Account to withdraw such amount from the Certificate Account, any provision
herein to the contrary notwithstanding. Such withdrawal or direction
may be accomplished by delivering written notice thereof to the Trustee or
such
other institution maintaining the Certificate Account which describes the
amounts deposited in error in the Certificate Account. The Master
Servicer shall maintain adequate records with respect to all withdrawals
made
pursuant to this Section. All funds deposited in the Certificate
Account shall be held in trust for the Certificateholders until withdrawn
in
accordance with Section 3.08.
(c) [Reserved].
(d) The
Trustee shall establish and maintain, on behalf of the Certificateholders,
the
Distribution Account. The Trustee shall, promptly upon receipt,
deposit in the Distribution Account and retain therein the
following:
III-4
(i) the
aggregate amount remitted by the Master Servicer to the Trustee pursuant
to
Section 3.08(a)(ix);
(ii) any
amount deposited by the Master Servicer or the Depositor pursuant to Section
3.05(e) in connection with any losses on Permitted Investments for which
it is
responsible; and
(iii) any
other amounts deposited hereunder which are required to be deposited in the
Distribution Account.
In
the
event that the Master Servicer shall remit any amount not required to be
remitted, it may at any time direct the Trustee to withdraw such amount from
the
Distribution Account, any provision herein to the contrary
notwithstanding. Such direction may be accomplished by delivering an
Officer’s Certificate to the Trustee which describes the amounts deposited in
error in the Distribution Account. All funds deposited in the
Distribution Account shall be held by the Trustee in trust for the
Certificateholders until disbursed in accordance with this Agreement or
withdrawn in accordance with Section 3.08. In no event shall the
Trustee incur liability for withdrawals from the Distribution Account at
the
direction of the Master Servicer.
(e) Each
institution at which the Certificate Account, the Pre-Funding Account, the
Capitalized Interest Account or the Distribution Account is maintained shall
invest the funds therein as directed in writing by the Master Servicer in
Permitted Investments, which shall mature not later than (i) in the case
of the
Certificate Account, the Pre-Funding Account or the Capitalized Interest
Account
the second Business Day next preceding the related Distribution Account Deposit
Date (except that if such Permitted Investment is an obligation of the
institution that maintains such account, then such Permitted Investment shall
mature not later than the Business Day next preceding such Distribution Account
Deposit Date) and (ii) in the case of the Distribution Account, the Business
Day
next preceding the Distribution Date (except that if such Permitted Investment
is an obligation of the institution that maintains such fund or account,
then
such Permitted Investment shall mature not later than such Distribution Date)
and, in each case, shall not be sold or disposed of prior to its
maturity. All such Permitted Investments shall be made in the name of
the Trustee, for the benefit of the Certificateholders. All income
and gain net of any losses realized from any such investment of funds on
deposit
in the Certificate Account, or the Distribution Account shall be for the
benefit
of the Master Servicer as servicing compensation and shall be remitted to
it
monthly as provided herein. The amount of any realized losses in the
Certificate Account or the Distribution Account incurred in any such account
in
respect of any such investments shall promptly be deposited by the Master
Servicer in the Certificate Account or paid to the Trustee for deposit into
the
Distribution Account, as applicable. The amount of any losses in the
Pre-Funding Account or the Capitalized Interest Account incurred in respect
of
any such investments shall promptly be deposited by the Depositor in the
Pre-Funding Account or the Capitalized Interest Account, as
applicable. All income or gain (net of any losses) realized from any
such investment of funds on deposit in the Capitalized Interest Account shall
be
credited to the Capitalized Interest Account. The Trustee in its
fiduciary capacity shall not be liable for the amount of any loss incurred
in
respect of any investment or lack of investment of funds held in the Certificate
Account, the Pre-Funding Account, the Capitalized Interest Account or the
Distribution Account and made in accordance with this Section 3.05.
(f) The
Master Servicer shall give notice to the Trustee, each Seller, each Rating
Agency and the Depositor of any proposed change of the location of the
Certificate Account prior to any change thereof. The Trustee shall
give notice to the Master Servicer, each Seller, each Rating Agency and the
Depositor of any proposed change of the location of the Distribution Account,
the Principal Reserve Fund, the Capitalized Interest Account or the Pre-Funding
Account prior to any change thereof. The Supplemental Interest
Trustee shall give notice to the Master Servicer, each Seller, each Rating
Agency and the Depositor of any proposed change of the location of the Corridor
Contract Reserve Fund prior to any change thereof.
III-5
(g) The
Trustee shall establish and maintain, on behalf of the Certificateholders,
the
Pre-Funding Account. On the Closing Date Countrywide shall remit the
Pre-Funded Amount to the Trustee for deposit in the Pre-Funding
Account. On each Supplemental Transfer Date, upon satisfaction of the
conditions for such Supplemental Transfer Date set forth in Section 2.01(e),
with respect to the related Supplemental Transfer Agreement, the Trustee
shall
pay to each Seller selling Supplemental Mortgage Loans to the Depositor on
such
Supplemental Transfer Date the portion of the Aggregate Supplemental Transfer
Amount held in escrow pursuant to Section 2.01(e) as payment of the purchase
price for the Supplemental Mortgage Loans sold by such Seller. If at
any time the Depositor becomes aware that the Cut-off Date Stated Principal
Balance of Supplemental Mortgage Loans reflected on any Supplemental Transfer
Agreement exceeds the actual Cut-off Date Stated Principal Balance of the
relevant Supplemental Mortgage Loans, the Depositor may so notify the Trustee
and the Trustee shall redeposit into the Pre-Funding Account the excess reported
to it by the Depositor.
If
any
funds remain in the Pre-Funding Account at the end of the Funding Period,
to the
extent that they represent earnings on the amounts originally deposited into
the
Pre-Funding Account, the Trustee shall distribute them to the order of the
Depositor. The remaining funds shall be transferred to the
Distribution Account to be included as part of principal distributions to
the
Class PO Certificates, to the extent of each Remaining PO Pre-Funded Amount
and
to the other Classes of Senior Certificates (x) related to Aggregate Loan
Group
I, to the extent of each Remaining Non-PO Pre-Funded Amount and (y) the Group
3
Senior Certificates, as applicable.
(h) The
Trustee shall establish and maintain, on behalf of the Certificateholders,
the
Capitalized Interest Account. On the Closing Date, Countrywide shall
remit the aggregate Capitalized Interest Requirement to the Trustee for deposit
in the Capitalized Interest Account. On each Distribution Account Deposit
Date
related to a Funding Period Distribution Date, upon satisfaction of the
conditions for such Supplemental Transfer Date set forth in Section 2.01(e),
with respect to the related Supplemental Transfer Agreement, the Trustee
shall
transfer from the Capitalized Interest Account to the Distribution Account
an
amount equal to the Capitalized Interest Requirement (which, to the extent
required, may include investment earnings on amounts on deposit therein)
with
respect to the amount remaining in the Pre-Funding Account for the related
Distribution Date as identified by Countrywide in the Supplemental Transfer
Agreement.
If
any
funds remain in the Capitalized Interest Account at the end of the Funding
Period, the Trustee shall make the transfer described in the preceding paragraph
if necessary for the remaining Funding Period Distribution Date and the Trustee
shall distribute any remaining funds in the Capitalized Interest Account
to the
order of the Depositor.
(i) On
the Closing Date, there is hereby established a separate trust (the
“Supplemental Interest Trust”), the assets of which shall consist of the
Corridor Contract Reserve Fund and the Supplemental Interest Trustee’s rights
and obligations under each Corridor Contract and the Corridor Contract
Assignment Agreement. The Supplemental Interest Trust shall be
maintained by the Supplemental Interest Trustee, who initially, shall be
the
Trustee.
On
the
Closing Date, the Supplemental Interest Trustee shall establish and maintain
in
its name, in trust for the benefit of the Holders of the Covered Certificates,
the Corridor Contract Reserve Fund, and shall deposit $1,000 therein upon
receipt from or on behalf of the Depositor of such amount. All funds
on deposit in the Corridor Contract Reserve Fund shall be held separate and
apart from, and shall not be commingled with, any other moneys, including
without limitation, other moneys held by the Trustee pursuant to this
Agreement.
III-6
On
each
Distribution Date, the Supplemental Interest Trustee shall deposit into the
Corridor Contract Reserve Fund all amounts received in respect of each Corridor
Contract for the related Interest Accrual Period. The Supplemental Interest
Trustee shall make withdrawals from the Corridor Contract Reserve Fund to
make
distributions pursuant to Section 4.09 exclusively (other than as expressly
provided for in Section 3.08). Notwithstanding anything to the
contrary in this Agreement, the Supplemental Interest Trustee shall be allowed
to transfer funds in the Corridor Contract Reserve Fund to the Trustee to
facilitate, for administrative purposes, distribution of such funds to
Certificateholders through the Distribution Account.
Funds
in
the Corridor Contract Reserve Fund shall be invested by the Supplemental
Interest Trustee in The Bank of New York cash reserves. All such
Permitted Investments shall be made in the name of the Supplemental Interest
Trustee, for the benefit of the Holders of the Covered
Certificates. Any net investment earnings on such amounts shall be
retained therein until withdrawn as provided in Section 3.08. Any
losses incurred in the Corridor Contract Reserve Fund in respect of any such
investments shall be charged against amounts on deposit in the Corridor Contract
Reserve Fund (or such investments) immediately as realized. The
Supplemental Interest Trustee shall not be liable for the amount of any loss
incurred in respect of any investment or lack of investment of funds held
in the
Corridor Contract Reserve Fund and made in accordance with this Section
3.05. The Corridor Contract Reserve Fund will not constitute an asset
of the Trust Fund or any REMIC created hereunder.
(j) The
Trustee shall establish and maintain, on behalf of the Prepayment
Certificateholders, a Principal Reserve Fund in the name of the
Trustee. On the Closing Date, the Depositor shall deposit into the
Principal Reserve Fund $200. Funds on deposit in the Principal
Reserve Fund shall not be invested.
(k) On
the Closing Date, the Trustee shall establish and maintain in its name, in
trust
for the benefit of the Holders of the Group II Certificates, the Carryover
Reserve Fund and shall deposit $1,000 therein upon receipt from or on behalf
of
the Depositor of such amount. The Carryover Reserve Fund shall be an
Eligible Account, and funds on deposit therein shall be held separate and
apart
from, and shall not be commingled with, any other moneys, including without
limitation, other moneys held by the Trustee pursuant to this
Agreement.
Funds
in
the Carryover Reserve Fund may be invested in Permitted Investments at the
direction of the majority Holder of the Class 3-C Certificates, which Permitted
Investments shall mature not later than the Business Day immediately preceding
the first Distribution Date that follows the date of such investment (except
that if such Permitted Investment is an obligation of the institution that
maintains the Carryover Reserve Fund, then such Permitted Investment shall
mature not later than such Distribution Date) and shall not be sold or disposed
of prior to maturity. All such Permitted Investments shall be made in
the name of the Trustee, for the benefit of the Holders of the Class 3-C
Certificates. In the absence of such written direction, all funds in the
Carryover Reserve Fund shall be invested by the Trustee in The Bank of New
York
cash reserves. Any net investment earnings on such amounts shall be
retained therein until withdrawn as provided in Section 3.08. Any
losses incurred in the Carryover Reserve Fund in respect of any such investments
shall be charged against amounts on deposit in the Carryover Reserve Fund
(or
such investments) immediately as realized. The Trustee shall not be
liable for the amount of any loss incurred in respect of any investment or
lack
of investment of funds held in the Carryover Reserve Fund and made in accordance
with this Section 3.05. The Carryover Reserve Fund will not
constitute an asset of any REMIC created hereunder. The Class 3-C
Certificates shall evidence ownership of the Carryover Reserve Fund for federal
tax purposes.
III-7
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SECTION
3.06.
|
Collection
of Taxes, Assessments and Similar Items; Escrow
Accounts.
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(a) To
the extent required by the related Mortgage Note and not violative of current
law, the Master Servicer shall establish and maintain one or more accounts
(each, an “Escrow Account”) and deposit and retain therein all collections from
the Mortgagors (or advances by the Master Servicer) for the payment of taxes,
assessments, hazard insurance premiums or comparable items for the account
of
the Mortgagors. Nothing herein shall require the Master Servicer to
compel a Mortgagor to establish an Escrow Account in violation of applicable
law.
(b) Withdrawals
of amounts so collected from the Escrow Accounts may be made only to effect
timely payment of taxes, assessments, hazard insurance premiums, condominium
or
PUD association dues, or comparable items, to reimburse the Master Servicer
out
of related collections for any payments made pursuant to Sections 3.01 hereof
(with respect to taxes and assessments and insurance premiums) and 3.09 hereof
(with respect to hazard insurance), to refund to any Mortgagors any sums
determined to be overages, to pay interest, if required by law or the terms
of
the related Mortgage or Mortgage Note, to Mortgagors on balances in the Escrow
Account or to clear and terminate the Escrow Account at the termination of
this
Agreement in accordance with Section 9.01 hereof. The Escrow Accounts
shall not be a part of the Trust Fund.
(c) The
Master Servicer shall advance any payments referred to in Section 3.06(a)
that
are not timely paid by the Mortgagors on the date when the tax, premium or
other
cost for which such payment is intended is due, but the Master Servicer shall
be
required so to advance only to the extent that such advances, in the good
faith
judgment of the Master Servicer, will be recoverable by the Master Servicer
out
of Insurance Proceeds, Liquidation Proceeds or otherwise.
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SECTION
3.07.
|
Access
to Certain Documentation and Information Regarding the Mortgage
Loans.
|
The
Master Servicer shall afford each Seller, the Depositor, the NIM Insurer
and the
Trustee reasonable access to all records and documentation regarding the
Mortgage Loans and all accounts, insurance information and other matters
relating to this Agreement, such access being afforded without charge, but
only
upon reasonable request and during normal business hours at the office
designated by the Master Servicer.
Upon
reasonable advance notice in writing, the Master Servicer will provide to
each
Certificateholder and/or Certificate Owner which is a savings and loan
association, bank or insurance company certain reports and reasonable access
to
information and documentation regarding the Mortgage Loans sufficient to
permit
such Certificateholder and/or Certificate Owner to comply with applicable
regulations of the OTS or other regulatory authorities with respect to
investment in the Certificates; provided that the Master Servicer shall be
entitled to be reimbursed by each such Certificateholder and/or Certificate
Owner for actual expenses incurred by the Master Servicer in providing such
reports and access. Upon request, the Master Servicer shall furnish
to the Trustee and the NIM Insurer its most recent publicly available financial
statements and any other information relating to its capacity to perform
its
obligations under this Agreement reasonably requested by the NIM
Insurer.
III-8
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SECTION
3.08.
|
Permitted
Withdrawals from the Certificate Account, the Distribution Account,
the
Corridor Contract Reserve Fund, the Principal Reserve Fund and
the
Carryover Reserve Fund.
|
(a) The
Master Servicer may from time to time make withdrawals from the Certificate
Account from funds relating to an Aggregate Loan Group for the following
purposes applicable to such Aggregate Loan Group:
(i) to
pay to the Master Servicer (to the extent not previously retained by the
Master
Servicer) the servicing compensation to which it is entitled pursuant to
Section
3.14, and to pay to the Master Servicer, as additional servicing compensation,
earnings on or investment income with respect to funds in or credited to
the
Certificate Account;
(ii) to
reimburse each of the Master Servicer and the Trustee for unreimbursed Advances
made by it, such right of reimbursement pursuant to this subclause (ii) being
limited to amounts received on the Mortgage Loan(s) in respect of which any
such
Advance was made;
(iii) to
reimburse each of the Master Servicer and the Trustee for any Nonrecoverable
Advance previously made by it;
(iv) to
reimburse the Master Servicer for Insured Expenses from the related Insurance
Proceeds;
(v) to
reimburse the Master Servicer for (a) unreimbursed Servicing Advances, the
Master Servicer’s right to reimbursement pursuant to this clause (a) with
respect to any Mortgage Loan being limited to amounts received on such Mortgage
Loan(s) which represent late recoveries of the payments for which such advances
were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Master
Servicing Fees as provided in Section 3.11 hereof;
(vi) to
pay to the purchaser, with respect to each Mortgage Loan or property acquired
in
respect thereof that has been purchased pursuant to Section 2.02, 2.03 or
3.11,
all amounts received thereon after the date of such purchase;
(vii) to
reimburse the Sellers, the Master Servicer, the NIM Insurer or the Depositor
for
expenses incurred by any of them and reimbursable pursuant to Section 6.03
hereof;
(viii) to
withdraw any amount deposited in the Certificate Account and not required
to be
deposited therein;
(ix) on
or prior to the Distribution Account Deposit Date, to withdraw an amount
equal
to the sum of (a) the Group I Available Funds, (b) the Group II Interest
Funds,
(c) the Group II Principal Remittance Amount, (d) each Prepayment Charge
Amount
and (e) the Trustee Fee for such Distribution Date and remit such amount
to the
Trustee for deposit in the Distribution Account; and
(x) to
clear and terminate the Certificate Account upon termination of this Agreement
pursuant to Section 9.01 hereof.
The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and
(vi). Prior to making any withdrawal from the Certificate Account
pursuant to subclause (iii), the Master Servicer shall deliver to the Trustee
an
Officer’s Certificate of a Servicing Officer indicating the amount of any
previous Advance determined by the Master Servicer to be a Nonrecoverable
Advance and identifying the related Mortgage Loans(s), and their respective
portions of such Nonrecoverable Advance.
III-9
(b) The
Trustee shall withdraw funds from amounts on deposit in the Distribution
Account
in respect of an Aggregate Loan Group for distributions to Holders of the
related Certificates and the Class 3-A-2 Insurer in the manner specified
in this
Agreement (and to withhold from the amounts so withdrawn, the amount of any
taxes that it is authorized to withhold pursuant to the third paragraph of
Section 8.11). In addition, the Trustee may from time to time make
withdrawals from the Distribution Account for the following
purposes:
(i) to
pay to itself the Trustee Fee for the related Distribution Date;
(ii) to
pay to the Master Servicer as additional servicing compensation earnings
on or
investment income with respect to funds in the Distribution
Account;
(iii) to
withdraw and return to the Master Servicer any amount deposited in the
Distribution Account and not required to be deposited therein;
(iv) to
reimburse the Trustee for any unreimbursed Advances made by it pursuant to
Section 4.01(b) hereof, such right of reimbursement pursuant to this subclause
(iv) being limited to (x) amounts received on the related Mortgage Loan(s)
in
respect of which any such Advance was made and (y) amounts not otherwise
reimbursed to the Trustee pursuant to Section 3.08(a)(ii) hereof;
(v) to
reimburse the Trustee for any Nonrecoverable Advance previously made by the
Trustee pursuant to Section 4.01(b) hereof, such right of reimbursement pursuant
to this subclause (v) being limited to amounts not otherwise reimbursed to
the
Trustee pursuant to Section 3.08(a)(iii) hereof; and
(vi) to
clear and terminate the Distribution Account upon termination of the Agreement
pursuant to Section 9.01 hereof.
(c) The
Supplemental Interest Trustee shall withdraw funds from the Corridor Contract
Reserve Fund for distribution to the Covered Certificates in the manner
specified in Section 4.09 (and to withhold from the amounts so withdrawn
the
amount of any taxes that it is authorized to retain pursuant to the third
paragraph of Section 8.11). In addition, the Supplemental Interest
Trustee may from time to time make withdrawals from the Corridor Contract
Reserve Fund for the following purposes:
(i) to
withdraw any amount deposited in the Corridor Contract Reserve Fund and not
required to be deposited therein; and
(ii) to
clear and terminate the Corridor Contract Reserve Fund upon the earlier of
(i)
the reduction of the aggregate Class Certificate Balance of the Covered
Certificates to zero, and (ii) the termination of this Agreement pursuant
to
Section 9.01.
(d) On
the Business Day before each applicable Class P Principal Distribution Date,
the
Trustee shall transfer from the Principal Reserve Fund to the Distribution
Account $100 and shall distribute such amount to the applicable Class of
Class P
Certificates on such Class P Principal Distribution Date. Following
the distributions to be made in accordance with the preceding sentence on
the
last Class P Principal Distribution Date, the Trustee shall then terminate
the
Principal Reserve Fund.
III-10
(e) The
Trustee shall withdraw funds from the Carryover Reserve Fund for distribution
to
the Group II Certificates and the Class 3-C Certificates in the manner specified
in Section 4.04(d) (and to withhold from the amounts so withdrawn the amount
of
any taxes that it is authorized to retain pursuant to the third paragraph
of
Section 8.11). In addition, the Trustee may from time to time make
withdrawals from the Carryover Reserve Fund for the following
purposes:
(i) to
withdraw any amount deposited in the Carryover Reserve Fund and not required
to
be deposited therein; and
(ii) to
clear and terminate the Carryover Reserve Fund upon the termination of this
Agreement pursuant to Section 9.01.
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|
SECTION
3.09.
|
Maintenance
of Hazard Insurance; Maintenance of Primary Insurance
Policies.
|
(a) The
Master Servicer shall cause to be maintained, for each Mortgage Loan, hazard
insurance with extended coverage in an amount that is at least equal to the
lesser of (i) the maximum insurable value of the improvements securing such
Mortgage Loan or (ii) the greater of (y) the outstanding principal balance
of
the Mortgage Loan and (z) an amount such that the proceeds of such policy
shall
be sufficient to prevent the Mortgagor and/or the mortgagee from becoming
a
co-insurer. Each such policy of standard hazard insurance shall
contain, or have an accompanying endorsement that contains, a standard mortgagee
clause. Any amounts collected by the Master Servicer under any such
policies (other than the amounts to be applied to the restoration or repair
of
the related Mortgaged Property or amounts released to the Mortgagor in
accordance with the Master Servicer’s normal servicing procedures) shall be
deposited in the Certificate Account. Any cost incurred by the Master
Servicer in maintaining any such insurance shall not, for the purpose of
calculating monthly distributions to the Certificateholders or remittances
to
the Trustee for their benefit, be added to the principal balance of the Mortgage
Loan, notwithstanding that the terms of the Mortgage Loan so
permit. Such costs shall be recoverable by the Master Servicer out of
late payments by the related Mortgagor or out of the proceeds of liquidation
of
the Mortgage Loan or Subsequent Recoveries to the extent permitted by Section
3.08 hereof. It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. If the Mortgaged Property is
located at the time of origination of the Mortgage Loan in a federally
designated special flood hazard area and such area is participating in the
national flood insurance program, the Master Servicer shall cause flood
insurance to be maintained with respect to such Mortgage Loan. Such
flood insurance shall be in an amount equal to the least of (i) the outstanding
principal balance of the related Mortgage Loan, (ii) the replacement value
of
the improvements which are part of such Mortgaged Property, and (iii) the
maximum amount of such insurance available for the related Mortgaged Property
under the national flood insurance program.
(b) The
Master Servicer shall not take any action which would result in non-coverage
under any applicable Primary Insurance Policy of any loss which, but for
the
actions of the Master Servicer, would have been covered
thereunder. The Master Servicer shall not cancel or refuse to renew
any such Primary Insurance Policy that is in effect at the date of the initial
issuance of the Certificates and is required to be kept in force hereunder
unless the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with a Qualified Insurer.
III-11
Except
with respect to any Lender PMI Mortgage Loans, the Master Servicer shall
not be
required to maintain any Primary Insurance Policy (i) with respect to any
Mortgage Loan with a Loan-to-Value Ratio less than or equal to 80% as of
any
date of determination or, based on a new appraisal, the principal balance
of
such Mortgage Loan represents 80% or less of the new appraised value or (ii)
if
maintaining such Primary Insurance Policy is prohibited by applicable
law. With respect to the Lender PMI Mortgage Loans, the Master
Servicer shall maintain the Primary Insurance Policy for the life of such
Mortgage Loans, unless otherwise provided for in the related Mortgage Note
or
prohibited by law.
The
Master Servicer agrees to effect the timely payment of the premiums on each
Primary Insurance Policy, and such costs not otherwise recoverable shall
be
recoverable by the Master Servicer from the related proceeds of liquidation
and
Subsequent Recoveries.
(c) In
connection with its activities as Master Servicer of the Mortgage Loans,
the
Master Servicer agrees to present on behalf of itself, the Trustee and
Certificateholders, claims to the insurer under any Primary Insurance Policies
and, in this regard, to take such reasonable action as shall be necessary
to
permit recovery under any Primary Insurance Policies respecting defaulted
Mortgage Loans. Any amounts collected by the Master Servicer under
any Primary Insurance Policies shall be deposited in the Certificate
Account.
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|
SECTION
3.10.
|
Enforcement
of Due-on-Sale Clauses; Assumption
Agreements.
|
(a) Except
as otherwise provided in this Section, when any property subject to a Mortgage
has been conveyed by the Mortgagor, the Master Servicer shall to the extent
that
it has knowledge of such conveyance, enforce any due-on-sale clause contained
in
any Mortgage Note or Mortgage, to the extent permitted under applicable law
and
governmental regulations, but only to the extent that such enforcement will
not
adversely affect or jeopardize coverage under any Required Insurance
Policy. Notwithstanding the foregoing, the Master Servicer is not
required to exercise such rights with respect to a Mortgage Loan if the Person
to whom the related Mortgaged Property has been conveyed or is proposed to
be
conveyed satisfies the terms and conditions contained in the Mortgage Note
and
Mortgage related thereto and the consent of the mortgagee under such Mortgage
Note or Mortgage is not otherwise so required under such Mortgage Note or
Mortgage as a condition to such transfer. In the event that the
Master Servicer is prohibited by law from enforcing any such due-on-sale
clause,
or if coverage under any Required Insurance Policy would be adversely affected,
or if nonenforcement is otherwise permitted hereunder, the Master Servicer
is
authorized, subject to Section 3.10(b), to take or enter into an assumption
and
modification agreement from or with the person to whom such property has
been or
is about to be conveyed, pursuant to which such person becomes liable under
the
Mortgage Note and, unless prohibited by applicable state law, the Mortgagor
remains liable thereon, provided that the Mortgage Loan shall continue to
be
covered (if so covered before the Master Servicer enters such agreement)
by the
applicable Required Insurance Policies. The Master Servicer, subject
to Section 3.10(b), is also authorized with the prior approval of the insurers
under any Required Insurance Policies to enter into a substitution of liability
agreement with such Person, pursuant to which the original Mortgagor is released
from liability and such Person is substituted as Mortgagor and becomes liable
under the Mortgage Note. Notwithstanding the foregoing, the Master
Servicer shall not be deemed to be in default under this Section by reason
of
any transfer or assumption which the Master Servicer reasonably believes
it is
restricted by law from preventing, for any reason whatsoever.
(b) Subject
to the Master Servicer’s duty to enforce any due-on-sale clause to the extent
set forth in Section 3.10(a) hereof, in any case in which a Mortgaged Property
has been conveyed to a Person by a Mortgagor, and such Person is to enter
into
an assumption agreement or modification agreement or supplement to the Mortgage
Note or Mortgage that requires the signature of the Trustee, or if an instrument
of release signed by the Trustee is required releasing the Mortgagor from
liability on the Mortgage Loan, the Master Servicer shall prepare and deliver
or
cause to be prepared and delivered to the Trustee for signature and shall
direct, in writing, the Trustee to execute the assumption agreement with
the
Person to whom the Mortgaged Property is to be conveyed and such modification
agreement or supplement to the Mortgage Note or Mortgage or other instruments
as
are reasonable or necessary to carry out the terms of the Mortgage Note or
Mortgage or otherwise to comply with any applicable laws regarding assumptions
or the transfer of the Mortgaged Property to such Person. In
connection with any such assumption, no material term of the Mortgage Note
may
be changed. In addition, the substitute Mortgagor and the Mortgaged
Property must be acceptable to the Master Servicer in accordance with its
underwriting standards as then in effect. Together with each such
substitution, assumption or other agreement or instrument delivered to the
Trustee for execution by it, the Master Servicer shall deliver an Officer’s
Certificate signed by a Servicing Officer stating that the requirements of
this
subsection have been met in connection therewith. The Master Servicer
shall notify the Trustee that any such substitution or assumption agreement
has
been completed by forwarding to the Trustee the original of such substitution
or
assumption agreement, which in the case of the original shall be added to
the
related Mortgage File and shall, for all purposes, be considered a part of
such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. Any fee collected by the Master Servicer
for entering into an assumption or substitution of liability agreement will
be
retained by the Master Servicer as additional servicing
compensation.
III-12
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|
SECTION
3.11.
|
Realization
Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
Loans.
|
(a) The
Master Servicer shall use reasonable efforts to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, the Master Servicer
shall
follow such practices and procedures as it shall deem necessary or advisable
and
as shall be normal and usual in its general mortgage servicing activities
and
meet the requirements of the insurer under any Required Insurance Policy;
provided, however, that the Master Servicer shall not be required to expend
its
own funds in connection with any foreclosure or towards the restoration of
any
property unless it shall determine (i) that such restoration and/or foreclosure
will increase the proceeds of liquidation of the Mortgage Loan after
reimbursement to itself of such expenses and (ii) that such expenses will
be
recoverable to it through the proceeds of liquidation of the Mortgage Loan
and
Subsequent Recoveries (respecting which it shall have priority for purposes
of
withdrawals from the Certificate Account). The Master Servicer shall
be responsible for all other costs and expenses incurred by it in any such
proceedings; provided, however, that it shall be entitled to reimbursement
thereof from the proceeds of liquidation of the Mortgage Loan and Subsequent
Recoveries with respect to the related Mortgaged Property, as provided in
the
definition of Liquidation Proceeds. If the Master Servicer has
knowledge that a Mortgaged Property which the Master Servicer is contemplating
acquiring in foreclosure or by deed in lieu of foreclosure is located within
a 1
mile radius of any site listed in the Expenditure Plan for the Hazardous
Substance Clean Up Bond Act of 1984 or other site with environmental or
hazardous waste risks known to the Master Servicer, the Master Servicer will,
prior to acquiring the Mortgaged Property, consider such risks and only take
action in accordance with its established environmental review
procedures.
With
respect to any REO Property, the deed or certificate of sale shall be taken
in
the name of the Trustee for the benefit of the Certificateholders, or its
nominee, on behalf of the Certificateholders. The Trustee’s name
shall be placed on the title to such REO Property solely as the Trustee
hereunder and not in its individual capacity. The Master Servicer
shall ensure that the title to such REO Property references the Pooling and
Servicing Agreement and the Trustee’s capacity thereunder. Pursuant
to its efforts to sell such REO Property, the Master Servicer shall either
itself or through an agent selected by the Master Servicer protect and conserve
such REO Property in the same manner and to such extent as is customary in
the
locality where such REO Property is located and may, incident to its
conservation and protection of the interests of the Certificateholders, rent
the
same, or any part thereof, as the Master Servicer deems to be in the best
interest of the Certificateholders for the period prior to the sale of such
REO
Property. The Master Servicer shall prepare for and deliver to the
Trustee a statement with respect to each REO Property that has been rented
showing the aggregate rental income received and all expenses incurred in
connection with the maintenance of such REO Property at such times as is
necessary to enable the Trustee to comply with the reporting requirements
of the
REMIC Provisions. The net monthly rental income, if any, from such
REO Property shall be deposited in the Certificate Account no later than
the
close of business on each Determination Date. The Master Servicer
shall perform the tax reporting and withholding required by Sections 1445
and
6050J of the Code with respect to foreclosures and abandonments, the tax
reporting required by Section 6050H of the Code with respect to the receipt of
mortgage interest from individuals and any tax reporting required by Section
6050P of the Code with respect to the cancellation of indebtedness by certain
financial entities, by preparing such tax and information returns as may
be
required, in the form required, and delivering the same to the Trustee for
filing.
III-13
In
the
event that the Trust Fund acquires any Mortgaged Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage
Loan,
the Master Servicer shall dispose of such Mortgaged Property as soon as
practicable in a manner that maximizes the Liquidation Proceeds thereof,
but in
no event later than three years after its acquisition by the Trust
Fund. In that event, the Trustee shall have been supplied with an
Opinion of Counsel to the effect that the holding by the Trust Fund of such
Mortgaged Property subsequent to a three-year period, if applicable, will
not
result in the imposition of taxes on “prohibited transactions” of any REMIC
hereunder as defined in section 860F of the Code or cause any REMIC hereunder
to
fail to qualify as a REMIC at any time that any Certificates are outstanding,
the Trust Fund may continue to hold such Mortgaged Property (subject to any
conditions contained in such Opinion of Counsel) after the expiration of
such
three-year period. Notwithstanding any other provision of this
Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented
(or
allowed to continue to be rented) or otherwise used for the production of
income
by or on behalf of the Trust Fund in such a manner or pursuant to any terms
that
would (i) cause such Mortgaged Property to fail to qualify as “foreclosure
property” within the meaning of section 860G(a)(8) of the Code or (ii) subject
any REMIC hereunder to the imposition of any federal, state or local income
taxes on the income earned from such Mortgaged Property under Section 860G(c)
of
the Code or otherwise, unless the Master Servicer has agreed to indemnify
and
hold harmless the Trust Fund with respect to the imposition of any such
taxes.
In
the
event of a default on a Mortgage Loan one or more of whose obligor is not
a
United States Person, as that term is defined in Section 7701(a)(30) of the
Code, in connection with any foreclosure or acquisition of a deed in lieu
of
foreclosure (together, “foreclosure”) in respect of such Mortgage Loan, the
Master Servicer will cause compliance with the provisions of Treasury Regulation
Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that
no
withholding tax obligation arises with respect to the proceeds of such
foreclosure except to the extent, if any, that proceeds of such foreclosure
are
required to be remitted to the obligors on such Mortgage Loan.
The
decision of the Master Servicer to foreclose on a defaulted Mortgage Loan
shall
be subject to a determination by the Master Servicer that the proceeds of
such
foreclosure would exceed the costs and expenses of bringing such a
proceeding. The income earned from the management of any REO
Properties, net of reimbursement to the Master Servicer for expenses incurred
(including any property or other taxes) in connection with such management
and
net of unreimbursed Master Servicing Fees, Advances and Servicing Advances,
shall be applied to the payment of principal of and interest on the related
defaulted Mortgage Loans (with interest accruing as though such Mortgage
Loans
were still current) and all such income shall be deemed, for all purposes
in
this Agreement, to be payments on account of principal and interest on the
related Mortgage Notes and shall be deposited into the Certificate
Account. To the extent the net income received during any calendar
month is in excess of the amount attributable to amortizing principal and
accrued interest at the related Mortgage Rate on the related Mortgage Loan
for
such calendar month, such excess shall be considered to be a partial prepayment
of principal of the related Mortgage Loan.
III-14
The
proceeds from any liquidation of a Mortgage Loan, as well as any income from
an
REO Property, will be applied in the following order of priority: first,
to
reimburse the Master Servicer for any related unreimbursed Servicing Advances
and Master Servicing Fees; second, to reimburse the Master Servicer or the
Trustee for any unreimbursed Advances; third, to reimburse the Certificate
Account for any Nonrecoverable Advances (or portions thereof) that were
previously withdrawn by the Master Servicer or the Trustee pursuant to Section
3.08(a)(iii) that related to such Mortgage Loan; fourth, to accrued and unpaid
interest (to the extent no Advance has been made for such amount or any such
Advance has been reimbursed) on the Mortgage Loan or related REO Property,
at
the Adjusted Net Mortgage Rate to the Due Date occurring in the month in
which
such amounts are required to be distributed; and fifth, as a recovery of
principal of the Mortgage Loan. Excess Proceeds, if any, from the
liquidation of a Liquidated Mortgage Loan will be retained by the Master
Servicer as additional servicing compensation pursuant to Section
3.14.
The
Master Servicer, in its sole discretion, shall have the right to purchase
for
its own account from the Trust Fund any Mortgage Loan which is 151 days or
more
delinquent at a price equal to the Purchase Price; provided, however, that
the
Master Servicer may only exercise this right on or before the next to the
last
day of the calendar month which such Mortgage Loan became 151 days delinquent
(such month, the “Eligible Repurchase Month”); provided further, that any such
Mortgage Loan which becomes current but thereafter becomes delinquent may
be
purchased by the Master Servicer pursuant to this Section in any ensuing
Eligible Repurchase Month. The Master Servicer, in its sole
discretion, shall also have the right to purchase for its own account from
the
Trust Fund at a price equal to the Purchase Price any Eligible EPD Protected
Mortgage Loan. The Master Servicer’s right to purchase any such
Eligible EPD Protected Mortgage Loan shall expire on the 270th day following
the
date on which such Mortgage Loan became an Eligible EPD Protected Mortgage
Loan. The Purchase Price for any Mortgage Loan purchased under this
Section 3.11 shall be deposited in the Certificate Account and the Trustee,
upon
receipt of a certificate from the Master Servicer in the form of Exhibit
N
hereto, shall release or cause to be released to the purchaser of such Mortgage
Loan the related Mortgage File and shall execute and deliver such instruments
of
transfer or assignment prepared by the purchaser of such Mortgage Loan, in
each
case without recourse, as shall be necessary to vest in the purchaser of
such
Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser
of
such Mortgage Loan shall succeed to all the Trustee’s right, title and interest
in and to such Mortgage Loan and all security and documents related
thereto. Such assignment shall be an assignment outright and not for
security. The purchaser of such Mortgage Loan shall thereupon own
such Mortgage Loan, and all security and documents, free of any further
obligation to the Trustee or the Certificateholders with respect
thereto.
(b) Countrywide
may agree to a modification of any Mortgage Loan (the “Modified Mortgage Loan”)
if (i) the modification is in lieu of a refinancing and (ii) the Mortgage
Rate
on the Modified Mortgage Loan is approximately a prevailing market rate for
newly-originated mortgage loans having similar terms and (iii) Countrywide
purchases the Modified Mortgage Loan from the Trust Fund as described below.
Effective immediately after the modification, and, in any event, on the same
Business Day on which the modification occurs, all interest of the Trustee
in
the Modified Mortgage Loan shall automatically be deemed transferred and
assigned to Countrywide and all benefits and burdens of ownership thereof,
including the right to accrued interest thereon from the date of modification
and the risk of default thereon, shall pass to Countrywide. The Master Servicer
shall promptly deliver to the Trustee a certification of a Servicing Officer
to
the effect that all requirements of this paragraph have been satisfied with
respect to the Modified Mortgage Loan. For federal income tax
purposes, the Trustee shall account for such purchase as a prepayment in
full of
the Modified Mortgage Loan.
III-15
Countrywide
shall remit the Purchase Price for any Modified Mortgage Loan to the Master
Servicer for deposit into the Certificate Account pursuant to Section 3.05
within one Business Day after the purchase of the Modified Mortgage Loan.
Upon
receipt by the Trustee of written notification of any such deposit signed
by a
Servicing Officer, the Trustee shall release to Countrywide the related Mortgage
File and shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, as shall be necessary to vest in Countrywide
any
Modified Mortgage Loan previously transferred and assigned pursuant hereto.
Countrywide covenants and agrees to indemnify the Trust Fund against any
liability for any “prohibited transaction” taxes and any related interest,
additions, and penalties imposed on the Trust Fund established hereunder
as a
result of any modification of a Mortgage Loan effected pursuant to this
subsection (b), any holding of a Modified Mortgage Loan by the Trust Fund
or any
purchase of a Modified Mortgage Loan by Countrywide (but such obligation
shall
not prevent Countrywide or any other appropriate Person from in good faith
contesting any such tax in appropriate proceedings and shall not prevent
Countrywide from withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings). Countrywide shall have no right of
reimbursement for any amount paid pursuant to the foregoing indemnification,
except to the extent that the amount of any tax, interest, and penalties,
together with interest thereon, is refunded to the Trust Fund or
Countrywide.
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|
SECTION
3.12.
|
Trustee
to Cooperate; Release of Mortgage
Files.
|
Upon
the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer
of a
notification that payment in full will be escrowed in a manner customary
for
such purposes, the Master Servicer will immediately notify the Trustee by
delivering, or causing to be delivered a “Request for Release” substantially in
the form of Exhibit N. Upon receipt of such request, the Trustee
shall promptly release the related Mortgage File to the Master Servicer,
and the
Trustee shall at the Master Servicer’s direction execute and deliver to the
Master Servicer the request for reconveyance, deed of reconveyance or release
or
satisfaction of mortgage or such instrument releasing the lien of the Mortgage
in each case provided by the Master Servicer, together with the Mortgage
Note
with written evidence of cancellation thereon. The Master Servicer is
authorized to cause the removal from the registration on the MERS System
of such
Mortgage and to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of satisfaction
or
cancellation or of partial or full release. Expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall
be
chargeable to the related Mortgagor. From time to time and as shall
be appropriate for the servicing or foreclosure of any Mortgage Loan, including
for such purpose, collection under any policy of flood insurance, any fidelity
bond or errors or omissions policy, or for the purposes of effecting a partial
release of any Mortgaged Property from the lien of the Mortgage or the making
of
any corrections to the Mortgage Note or the Mortgage or any of the other
documents included in the Mortgage File, the Trustee shall, upon delivery
to the
Trustee of a Request for Release in the form of Exhibit M signed by a Servicing
Officer, release the Mortgage File to the Master Servicer. Subject to
the further limitations set forth below, the Master Servicer shall cause
the
Mortgage File or documents so released to be returned to the Trustee when
the
need therefor by the Master Servicer no longer exists, unless the Mortgage
Loan
is liquidated and the proceeds thereof are deposited in the Certificate Account,
in which case the Master Servicer shall deliver to the Trustee a Request
for
Release in the form of Exhibit N, signed by a Servicing Officer.
If
the
Master Servicer at any time seeks to initiate a foreclosure proceeding in
respect of any Mortgaged Property as authorized by this Agreement, the Master
Servicer shall deliver or cause to be delivered to the Trustee, for signature,
as appropriate, any court pleadings, requests for trustee’s sale or other
documents necessary to effectuate such foreclosure or any legal action brought
to obtain judgment against the Mortgagor on the Mortgage Note or the Mortgage
or
to obtain a deficiency judgment or to enforce any other remedies or rights
provided by the Mortgage Note or the Mortgage or otherwise available at law
or
in equity.
III-16
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|
SECTION
3.13.
|
Documents,
Records and Funds in Possession of Master Servicer to be Held for
the
Trustee.
|
Notwithstanding
any other provisions of this Agreement, the Master Servicer shall transmit
to
the Trustee as required by this Agreement all documents and instruments in
respect of a Mortgage Loan coming into the possession of the Master Servicer
from time to time and shall account fully to the Trustee for any funds received
by the Master Servicer or which otherwise are collected by the Master Servicer
as Liquidation Proceeds, Insurance Proceeds or Subsequent Recoveries in respect
of any Mortgage Loan. All Mortgage Files and funds collected or held
by, or under the control of, the Master Servicer in respect of any Mortgage
Loans, whether from the collection of principal and interest payments or
from
Liquidation Proceeds and any Subsequent Recoveries, including but not limited
to, any funds on deposit in the Certificate Account, shall be held by the
Master
Servicer for and on behalf of the Trustee and shall be and remain the sole
and
exclusive property of the Trustee, subject to the applicable provisions of
this
Agreement. The Master Servicer also agrees that it shall not create,
incur or subject any Mortgage File or any funds that are deposited in the
Certificate Account, Distribution Account or any Escrow Account, or any funds
that otherwise are or may become due or payable to the Trustee for the benefit
of the Certificateholders, to any claim, lien, security interest, judgment,
levy, writ of attachment or other encumbrance, or assert by legal action
or
otherwise any claim or right of setoff against any Mortgage File or any funds
collected on, or in connection with, a Mortgage Loan, except, however, that
the
Master Servicer shall be entitled to set off against and deduct from any
such
funds any amounts that are properly due and payable to the Master Servicer
under
this Agreement.
|
|
SECTION
3.14.
|
Servicing
Compensation.
|
As
compensation for its activities hereunder, the Master Servicer shall be entitled
to retain or withdraw from the Certificate Account an amount equal to the
Master
Servicing Fee; provided, that the aggregate Master Servicing Fee with respect
to
an Aggregate Loan Group and any Distribution Date shall be reduced (i) by
an
amount equal to the aggregate of the Prepayment Interest Shortfalls on all
of
the Mortgage Loans, if any, with respect to such Aggregate Loan Group and
Distribution Date, but not to exceed the Compensating Interest for such
Aggregate Loan Group and Distribution Date, and (ii) with respect to the
first
Distribution Date, an amount equal to any amount to be deposited into the
Distribution Account by the Depositor pursuant to Section 2.01(a) and not
so
deposited.
Additional
servicing compensation in the form of Excess Proceeds, Prepayment Interest
Excess, assumption fees, late payment charges and all income and gain net
of any
losses realized from Permitted Investments on funds in the Certificate Account
and Distribution Account shall be retained by the Master Servicer to the
extent
not required to be deposited in the Certificate Account pursuant to Section
3.05
hereof. The Master Servicer shall be required to pay all expenses
incurred by it in connection with its master servicing activities hereunder
(including payment of any premiums for hazard insurance and any Primary
Insurance Policy and maintenance of the other forms of insurance coverage
required by this Agreement) and shall not be entitled to reimbursement therefor
except as specifically provided in this Agreement.
III-17
|
|
SECTION
3.15.
|
Access
to Certain Documentation.
|
The
Master Servicer shall provide to the OTS and the FDIC and to comparable
regulatory authorities supervising Holders and/or Certificate Owners and
the
examiners and supervisory agents of the OTS, the FDIC and such other
authorities, access to the documentation regarding the Mortgage Loans required
by applicable regulations of the OTS and the FDIC. Such access shall
be afforded without charge, but only upon reasonable and prior written request
and during normal business hours at the offices designated by the Master
Servicer. Nothing in this Section shall limit the obligation of the
Master Servicer to observe any applicable law prohibiting disclosure of
information regarding the Mortgagors and the failure of the Master Servicer
to
provide access as provided in this Section as a result of such obligation
shall
not constitute a breach of this Section.
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|
SECTION
3.16.
|
Annual
Statement as to Compliance.
|
(a) The
Master Servicer shall deliver to the Depositor and the Trustee on or before
March 15 of each year, commencing with its 2008 fiscal year, an Officer’s
Certificate stating, as to the signer thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year (or
applicable portion thereof) and of the performance of the Master Servicer
under
this Agreement has been made under such officer’s supervision and (ii) to the
best of such officer’s knowledge, based on such review, the Master Servicer has
fulfilled all its obligations under this Agreement in all material respects
throughout such year (or applicable portion thereof), or, if there has been
a
failure to fulfill any such obligation in any material respect, specifying
each
such failure known to such officer and the nature and status
thereof.
(b) The
Master Servicer shall cause each Subservicer to deliver to the Depositor
and the
Trustee on or before March 15 of each year, commencing with its 2008 fiscal
year, an Officer’s Certificate stating, as to the signer thereof, that (i) a
review of the activities of such Subservicer during the preceding calendar
year
(or applicable portion thereof) and of the performance of the Subservicer
under
the applicable Subservicing Agreement or primary servicing agreement, has
been
made under such officer’s supervision and (ii) to the best of such officer’s
knowledge, based on such review, such Subservicer has fulfilled all its
obligations under the applicable Subservicing Agreement or primary servicing
agreement, in all material respects throughout such year (or applicable portion
thereof), or, if there has been a failure to fulfill any such obligation
in any
material respect, specifying each such failure known to such officer and
the
nature and status thereof.
(c) The
Trustee shall forward a copy of each such statement to each Rating
Agency.
III-18
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|
SECTION
3.17.
|
Errors
and Omissions Insurance; Fidelity
Bonds.
|
The
Master Servicer shall for so long as it acts as master servicer under this
Agreement, obtain and maintain in force (a) a policy or policies of insurance
covering errors and omissions in the performance of its obligations as Master
Servicer hereunder and (b) a fidelity bond in respect of its officers, employees
and agents. Each such policy or policies and bond shall, together,
comply with the requirements from time to time of FNMA or FHLMC for persons
performing servicing for mortgage loans purchased by FNMA or
FHLMC. In the event that any such policy or bond ceases to be in
effect, the Master Servicer shall obtain a comparable replacement policy
or bond
from an insurer or issuer, meeting the requirements set forth above as of
the
date of such replacement.
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|
SECTION
3.18.
|
The
Corridor Contract.
|
Countrywide
shall assign all of its right, title and interest in and to the Class 2-A-1
Corridor Contract to, and shall cause all of its obligations in respect of
such
transaction to be assumed by, the Supplemental Interest Trustee on behalf
of the
Supplemental Interest Trust, on the terms and conditions set forth in the
Corridor Contract Assignment Agreement. The Supplemental
Interest Trustee will enter into the Class 2-A-6 Corridor Contract with the
applicable Corridor Contract Counterparty for the benefit of the Class 2-A-6
Certificates. The Corridor Contracts and the Supplemental Interest
Trustee’s rights under the Corridor Contract Assignment Agreement will not be
assets of the Trust Fund or any REMIC. The Corridor Contracts and the
Supplemental Interest Trustee’s rights under the Corridor Contract Assignment
Agreement instead will be assets of the Supplemental Interest
Trust. The Trustee, on behalf of the Supplemental Interest Trust,
shall cause to be deposited any amounts received from time to time with respect
to the Corridor Contracts into the Corridor Contract Reserve Fund.
The
Trustee, on behalf of the Supplemental Interest Trust, shall act as calculation
agent and/or shall terminate any Corridor Contract, upon the occurrence of
certain events of default or termination events to the extent specified
thereunder. Upon any such termination, the applicable Corridor
Contract Counterparty will be obligated to pay the Trustee, for the benefit
of
the Supplemental Interest Trust, an amount in respect of such
termination. Any amounts received by the Trustee for the benefit of
the Supplemental Interest Trust in respect of the termination of a Corridor
Contract shall be deposited and held in the Corridor Contract Reserve Fund
and
applied on future Distribution Dates to pay the Yield Supplement Amount on
the
related Class of Covered Certificates.
Any
amounts remaining in the Corridor Contract Reserve Fund on the Distribution
Date
immediately following the earlier of (x) the latest Corridor Contract Scheduled
Termination Date and (y) the date on which the aggregate Class Certificate
Balance of the Covered Certificates has been reduced to zero, will be
distributed to Countrywide, and will not be available for payment of any
Yield
Supplement Amounts on the Covered Certificates.
|
|
SECTION
3.19.
|
Prepayment
Charges.
|
(a) Notwithstanding
anything in this Agreement to the contrary, in the event of a Principal
Prepayment in full or in part of a Mortgage Loan, the Master Servicer may
not
waive any Prepayment Charge or portion thereof required by the terms of the
related Mortgage Note unless (i) such Mortgage Loan is in default or the
Master
Servicer believes that such a default is imminent, and the Master Servicer
determines that such waiver would maximize recovery of Liquidation Proceeds
for
such Mortgage Loan, taking into account the value of such Prepayment Charge,
or
(ii) (A) the enforceability thereof is limited (1) by bankruptcy, insolvency,
moratorium, receivership, or other similar law relating to creditors’ rights
generally or (2) due to acceleration in connection with a foreclosure or
other
involuntary payment, or (B) the enforceability is otherwise limited or
prohibited by applicable law. In the event of a Principal Prepayment
in full or in part with respect to any Mortgage Loan, the Master Servicer
shall
deliver to the Trustee an Officer’s Certificate substantially in the form of
Exhibit T no later than the third Business Day following the immediately
succeeding Determination Date with a copy to the Holders of the Prepayment
Certificates. If the Master Servicer has waived or does not collect
all or a portion of a Prepayment Charge relating to a Principal Prepayment
in
full or in part due to any action or omission of the Master Servicer, other
than
as provided above, the Master Servicer shall deliver to the Trustee, together
with the Principal Prepayment in full or in part, the amount of such Prepayment
Charge (or such portion thereof as had been waived) for deposit into the
Certificate Account (not later than 1:00 p.m. Pacific time on the immediately
succeeding Master Servicer Advance Date, in the case of such Prepayment Charge)
for distribution in accordance with the terms of this Agreement.
III-19
(b) Upon
discovery by the Master Servicer or a Responsible Officer of the Trustee
of a
breach of the foregoing subsection (a), the party discovering the breach
shall
give prompt written notice to the other parties.
(c) Countrywide
represents and warrants to the Depositor and the Trustee, as of the Closing
Date, that the information in the Prepayment Charge Schedule (including the
attached prepayment charge summary) is complete and accurate in all material
respects at the dates as of which the information is furnished and each
Prepayment Charge is permissible and enforceable in accordance with its terms
under applicable state law, except as the enforceability thereof is limited
due
to acceleration in connection with a foreclosure or other involuntary
payment.
(d) Upon
discovery by the Master Servicer or a Responsible Officer of the Trustee
of a
breach of the foregoing clause (c) that materially and adversely affects
right
of the Holders of the Prepayment Certificates to any Prepayment Charge, the
party discovering the breach shall give prompt written notice to the other
parties. Within 60 days of the earlier of discovery by the Master Servicer
or
receipt of notice by the Master Servicer of breach, the Master Servicer shall
cure the breach in all material respects or shall pay into the Certificate
Account the amount of the Prepayment Charge that would otherwise be due from
the
Mortgagor, less any amount representing such Prepayment Charge previously
collected and paid by the Master Servicer into the Certificate
Account.
III-20
ARTICLE
IV
DISTRIBUTIONS
AND
ADVANCES
BY THE MASTER SERVICER
|
|
SECTION
4.01.
|
Advances.
|
(a) The
Master Servicer shall determine on or before each Master Servicer Advance
Date
whether it is required to make an Advance pursuant to the definition
thereof. If the Master Servicer determines it is required to make an
Advance, it shall, on or before the Master Servicer Advance Date, either
(i)
deposit into the Certificate Account an amount equal to the Advance or (ii)
make
an appropriate entry in its records relating to the Certificate Account that
any
Amount Held for Future Distribution for the applicable Loan Group has been
used
by the Master Servicer in discharge of its obligation to make any such
Advance. Any funds so applied shall be replaced by the Master
Servicer by deposit in the Certificate Account no later than the close of
business on the next Master Servicer Advance Date. The Master
Servicer shall be entitled to be reimbursed from the Certificate Account
for all
Advances of its own funds made pursuant to this Section as provided in Section
3.08. The obligation to make Advances with respect to any Mortgage
Loan shall continue if such Mortgage Loan has been foreclosed or otherwise
terminated and the related Mortgaged Property has not been
liquidated.
(b) If
the Master Servicer determines that it will be unable to comply with its
obligation to make the Advances as and when described in the second sentence
of
Section 4.01(a), it shall use its best efforts to give written notice thereof
to
the Trustee (each such notice a “Trustee Advance Notice”; and such notice may be
given by telecopy), not later than 3:00 P.M., New York time, on the Business
Day
immediately preceding the related Master Servicer Advance Date, specifying
the
amount that it will be unable to deposit (each such amount an “Advance
Deficiency”) and certifying that such Advance Deficiency constitutes an Advance
hereunder and is not a Nonrecoverable Advance. If the Trustee
receives a Trustee Advance Notice on or before 3:30 P.M., New York time on
a
Master Servicer Advance Date, the Trustee shall, not later than 3:00 P.M.,
New
York time, on the related Distribution Date, deposit in the Distribution
Account
an amount equal to the Advance Deficiency identified in such Trustee Advance
Notice unless it is prohibited from so doing by applicable
law. Notwithstanding the foregoing, the Trustee shall not be required
to make such deposit if the Trustee shall have received written notification
from the Master Servicer that the Master Servicer has deposited or caused
to be
deposited in the Certificate Account an amount equal to such Advance
Deficiency. All Advances made by the Trustee pursuant to this Section
4.01(b) shall accrue interest on behalf of the Trustee at the Trustee Advance
Rate from and including the date such Advances are made to but excluding
the
date of repayment, with such interest being an obligation of the Master Servicer
and not the Trust Fund. The Master Servicer shall reimburse the
Trustee for the amount of any Advance made by the Trustee pursuant to this
Section 4.01(b) together with accrued interest, not later than the fifth
day
following the related Master Servicer Advance Date. In the event that
the Master Servicer does not reimburse the Trustee in accordance with the
requirements of the preceding sentence, the Trustee shall have the right,
but
not the obligation, to immediately (a) terminate all of the rights and
obligations of the Master Servicer under this Agreement in accordance with
Section 7.01 and (b) subject to the limitations set forth in Section 3.04,
assume all of the rights and obligations of the Master Servicer
hereunder.
(c) The
Master Servicer shall, not later than the close of business on the second
Business Day immediately preceding each Distribution Date, deliver to the
Trustee a report (in form and substance reasonably satisfactory to the Trustee)
that indicates (i) the Mortgage Loans with respect to which the Master Servicer
has determined that the related Scheduled Payments should be advanced and
(ii)
the amount of the related Scheduled Payments. The Master Servicer
shall deliver to the Trustee on the related Master Servicer Advance Date
an
Officer’s Certificate of a Servicing Officer indicating the amount of any
proposed Advance determined by the Master Servicer to be a Nonrecoverable
Advance.
IV-1
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|
SECTION
4.02.
|
Priorities
of Distribution to Group I
Certificates.
|
(a) (1) With
respect to Group I Available Funds applicable to Loan Group 1, on each
Distribution Date, the Trustee shall withdraw such Available Funds from the
Distribution Account and apply such funds to distributions on the specified
Classes of Group 1 Senior Certificates in the following order, in each case,
to
the extent of such Available Funds remaining:
(i) [Reserved];
(ii) concurrently,
to each interest-bearing Class of Group 1 Senior Certificates, an amount
allocable to interest equal to the related Class Optimal Interest Distribution
Amount, any shortfall being allocated among such Classes in proportion to
the
amount of the Class Optimal Interest Distribution Amount, with respect to
the
Group 1 Certificates, that would have been distributed in the absence of
such
shortfall, provided that prior to an Accrual Termination Date, the related
Accrual Amount shall be distributed as provided in Section
4.02(a)(1)(iii);
(iii) [Reserved];
(iv) to
each Class of Group 1 Senior Certificates, concurrently, as
follows:
(x) to
the Class PO-1 Component, the related PO Formula Principal Amount, until
the
Component Balance thereof is reduced to zero; and
(y) the
related Non-PO Formula Principal Amount, up to the amount of the Senior
Principal Distribution Amount for Loan Group 1 for such Distribution Date,
in
the following order:
1. to
the Class A-R Certificates, until its Class Certificate Balance is reduced
to
zero; and
2. to
the Class 1-A-4 Certificates, the Group 1 Priority Amount, until its Class
Certificate Balance is reduced to zero;
3. concurrently
to the Class 1-A-1 and Class 1-A-3 Certificates, pro rata, until their
respective Class Certificate Balances are reduced to zero;
4. to
the Class 1-A-2 Certificates, until its Class Certificate Balance is reduced
to
zero; and
5. to
the Class 1-A-4 Certificates, without regard to the Group 1 Priority Amount,
until its Class Certificate Balance is reduced to zero; and
(v) to
the Class PO-1 Component, any related Class PO Deferred Amount, up to an
amount
not to exceed the amount calculated pursuant to clause (A) of the definition
of
the Subordinated Principal Distribution Amount actually received or advanced
for
such Distribution Date (with such amount to be allocated first from amounts
calculated pursuant to clauses (A)(i) and (ii) then clause (iii) of
the definition of Subordinated Principal Distribution Amount);
IV-2
(2) With
respect to the Group I Available Funds available to Loan Group 2 on each
Distribution Date, the Trustee shall withdraw such Available Funds from the
Distribution Account and apply such funds to distributions on the specified
Classes of Group 2 Senior Certificates in the following order, in each case,
to
the extent of such Available Funds remaining:
(1) [Reserved];
(2) concurrently,
to each interest-bearing Class of Group 2 Senior Certificates, an amount
allocable to interest equal to the related Class Optimal Interest Distribution
Amount, any shortfall being allocated among such Classes in proportion to
the
amount of the Class Optimal Interest Distribution Amount, with respect to
the
Group 2 Certificates, that would have been distributed in the absence of
such
shortfall; provided that prior to an Accrual Termination Date, the related
Accrual Amount shall be distributed as provided in Section
4.02(a)(2)(iii);
(3) [reserved];
(4) to
each Class of Group 2 Senior Certificates, concurrently, as
follows:
(x) to
the Class PO-2 Component, the related PO Formula Principal Amount, until
the
Component Balance thereof is reduced to zero; and
(y) the
related Non-PO Formula Principal Amount, up to the amount of the Senior
Principal Distribution Amount for Loan Group 2 for such Distribution Date,
concurrently:
1. 25.0000000000%
in the following order:
(a) in
an amount up to $100 on each Distribution Date, to the Class 2-A-1 Certificates,
until its Class Certificate Balance is reduced to zero;
(b) in
an amount up to $42,000 on each Distribution Date, to the Class 2-A-5
Certificates, until its Class Certificate Balance is reduced to
zero;
(c) beginning
with the Distribution Date in September 2007, in an amount up to $172,000
on
each Distribution Date, sequentially, to the Class 2-A-3 and Class 2-A-4
Certificates, in that order, until their respective Class Certificate Balances
are reduced to zero; and
(d) sequentially,
to the Class 2-A-1, Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates,
in
that order, until their respective Class Certificate Balances are reduced
to
zero; and
2. 74.0736515706%
in the following order:
(a) in
an amount up to $300 on each Distribution Date, to the Class 2-A-6 Certificates,
until its Class Certificate Balance is reduced to zero;
IV-3
(b) in
an amount up to $121,000 on each Distribution Date, to the Class 2-A-10
Certificates, until its Class Certificate Balance is reduced to
zero;
(c) beginning
with the Distribution Date in September 2007, in an amount up to $495,000
on
each Distribution Date, sequentially, to the Class 2-A-8 and Class 2-A-9
Certificates, in that order, until their respective Class Certificate Balances
are reduced to zero; and
(d) sequentially,
to the Class 2-A-6, Class 2-A-8, Class 2-A-9 and Class 2-A-10 Certificates,
in
that order, until their respective Class Certificate Balances are reduced
to
zero; and
(vi) to
the Class PO-2 Component, any related Class PO Deferred Amount, up to an
amount
not to exceed the amount calculated pursuant to clause (A) of the definition
of
the Subordinated Principal Distribution Amount actually received or advanced
for
such Distribution Date (with such amount to be allocated first from amounts
calculated pursuant to clauses (A)(i) and (ii) then clause
(iii) of the definition of Subordinated Principal Distribution
Amount).
(3) On
each Distribution Date, after making the distributions described in Section
4.02(a)(1) and Section 4.02(a)(2) above, the remaining Group I Available
Funds
from each of Loan Group 1 and Loan Group 2 will be distributed to the Senior
Certificates to the extent provided in Section 4.05 hereof.
(4) On
each Distribution Date, Group I Available Funds from both Loan Groups in
Aggregate Loan Group I remaining after making the distributions described
in
Sections 4.02(a)(1), 4.02(a)(2) and 4.02(a)(3) above, will be distributed
to the
Subordinated Certificates and the Class A-R Certificates in the following
order
and priority and, in each case, to the extent of such funds
remaining:
(A) to
the Class M Certificates, an amount allocable to interest equal to the Class
Optimal Interest Distribution Amount for such Class for such Distribution
Date;
(B) to
the Class M Certificates, an amount allocable to principal equal to its Pro
Rata
Share for such Distribution Date until the Class Certificate Balance thereof
is
reduced to zero;
(C) to
the Class B-1 Certificates, an amount allocable to interest equal to the
Class
Optimal Interest Distribution Amount for such Class for such Distribution
Date;
(D) to
the Class B-1 Certificates, an amount allocable to principal equal to its
Pro
Rata Share for such Distribution Date until the Class Certificate Balance
thereof is reduced to zero;
(E) to
the Class B-2 Certificates, an amount allocable to interest equal to the
Class
Optimal Interest Distribution Amount for such Class for such Distribution
Date;
(F) to
the Class B-2 Certificates, an amount allocable to principal equal to its
Pro
Rata Share for such Distribution Date until the Class Certificate Balance
thereof is reduced to zero;
(G) to
the Class B-3 Certificates, an amount allocable to interest equal to the
Class
Optimal Interest Distribution Amount for such Class for such Distribution
Date;
IV-4
(H) to
the Class B-3 Certificates, an amount allocable to principal equal to its
Pro
Rata Share for such Distribution Date until the Class Certificate Balance
thereof is reduced to zero;
(I) to
the Class B-4 Certificates, an amount allocable to interest equal to the
Class
Optimal Interest Distribution Amount for such Class for such Distribution
Date;
(J) to
the Class B-4 Certificates, an amount allocable to principal equal to its
Pro
Rata Share for such Distribution Date until the Class Certificate Balance
thereof is reduced to zero;
(K) to
the Class B-5 Certificates, an amount allocable to interest equal to the
Class
Optimal Interest Distribution Amount for such Class for such Distribution
Date;
(L) to
the Class B-5 Certificates, an amount allocable to principal equal to its
Pro
Rata Share for such Distribution Date until the Class Certificate Balance
thereof is reduced to zero; and
(M) to
the Class A-R Certificates, any remaining funds (other than the $100 held
in
trust for the Class P Certificates) in the Trust Fund.
If
any
Class of Depositable Certificates has been surrendered to the Trustee for
Exchangeable Certificates, the Trustee, as holder of such surrendered
Depositable Certificates, shall deposit any amounts distributable to such
Class
of Depositable Certificates in this Section 4.02(a) into the Exchangeable
Certificates Distribution Account and shall distribute such amounts to the
Holders of the related Class or Classes of Exchangeable Certificates pursuant
to
Section 5.07(b).
On
each
Distribution Date, all amounts representing Prepayment Charges on the Mortgage
Loans in Aggregate Loan Group I received during the related Prepayment Period
will be distributed to the Holders of the Class P Certificates.
On
any
Distribution Date, amounts distributed in respect of Class PO Deferred Amounts
will not reduce the Component Balance of the related Class PO
Component.
On
any
Distribution Date, to the extent the Amount Available for Senior Principal
for a
Loan Group is insufficient to make the full distribution required to be made
pursuant to the applicable subclauses (iv)(x) above, (A) the amount
distributable on the applicable Class PO Component in respect of principal
pursuant to such subclause (iv)(x), shall be equal to the product of (1)
the
Amount Available for Senior Principal for such Loan Group and (2) a fraction,
the numerator of which is the related PO Formula Principal Amount and the
denominator of which is the sum of such PO Formula Principal Amount and the
applicable Senior Principal Distribution Amount and (B) the amount distributable
on the related Senior Certificates, other than the applicable Class PO
Component, in respect of principal pursuant to such clause (iv)(y) shall
be
equal to the product of (1) such Amount Available for Senior Principal and
(2) a
fraction, the numerator of which is the applicable Senior Principal Distribution
Amount and the denominator of which is the sum of such Senior Principal
Distribution Amount and the related PO Formula Principal Amount.
(b) On
each Distribution Date prior to and including the applicable Accrual Termination
Date with respect to each Class or Component of Accrual Certificates, the
Accrual Amount for such Class or Component for such Distribution Date shall
not
(except as provided in the second to last sentence in this paragraph) be
distributed as interest with respect to such Class or Component of Accrual
Certificates, but shall instead be added to the related Class Certificate
Balance or Component Balance of such Class or Component, as applicable, on
the related Distribution Date. With respect to any Distribution Date
prior to and including the applicable Accrual Termination Date on which
principal payments on any Class or Component of Accrual Certificates are
distributed pursuant to Section 4.02(a)(1)(iv)(y) or Section 4.02(a)(2)(iv)(y),
as applicable, the related Accrual Amount shall be deemed to have been added
on
such Distribution Date to the related Class Certificate Balance or Component
Balance (and included in the amount distributable on the related Class or
Classes or Component of Accretion Directed Certificates pursuant to Section
4.02(a)(1)(iii) or Section 4.02(a)(2)(iii), as applicable, for such Distribution
Date) and the related distribution thereon shall be deemed to have been applied
concurrently towards the reduction of all or a portion of the amount so added
and, to the extent of any excess, towards the reduction of the Class Certificate
Balance or Component Balance of such Class or Component of Accrual Certificates
immediately prior to such Distribution Date. Notwithstanding any such
distribution, each such Class or Component shall continue to be a Class of
Accrual Certificates on each subsequent Distribution Date until the applicable
Accrual Termination Date.
IV-5
(c) On
each Distribution Date on or after the Senior Credit Support Depletion Date,
notwithstanding the allocation and priority set forth in Section
4.02(a)(1)(iv)(y) and Section 4.02(a)(2)(iv)(y), the portion of Group I
Available Funds for Loan Group 1 and Loan Group 2 available to be distributed
as
principal of the Senior Certificates (other than the Class PO-1 and Class
PO-2
Components) for Loan Group 1 and Loan Group 2, as applicable, shall be
distributed concurrently, as principal, on such Classes, pro rata, on the
basis
of their respective Class Certificate Balances, until the Class Certificate
Balances thereof are reduced to zero.
(d) On
each Distribution Date, the amount referred to in clause (i) of the definition
of Class Optimal Interest Distribution Amount for each Class of Certificates
for
such Distribution Date shall be reduced for each Class of Senior Certificates
of
a Senior Certificate Group and each Class of Subordinated Certificates by
(i)
the related Class’ pro rata share of Net Prepayment Interest Shortfalls for such
Loan Group based (x) with respect to a Class of Senior Certificates, on the
related Class Optimal Interest Distribution Amount and (y) with respect to
a
Class of Subordinated Certificates on or prior to a Senior Termination Date
on
the Assumed Interest Amount and after such Senior Termination Date, the related
Class’ Class Optimal Interest Distribution Amount for such Distribution Date,
without taking into account such Net Prepayment Interest Shortfalls, and
(ii)
the related Class’ Allocable Share of the interest portion of the related Debt
Service Reduction and each Relief Act Reduction for the Mortgage Loans in
the
related Loan Group (or, after the Senior Credit Support Depletion Date, any
Mortgage Loan) incurred during the calendar month preceding the month of
such
Distribution Date.
(e) Notwithstanding
the priority and allocation contained in Section 4.02(a)(4), if, on any
Distribution Date, with respect to any Class of Subordinated Certificates
(other than the Class of Subordinated Certificates then outstanding with
the
highest priority of distribution), the sum of the related
Class Subordination Percentages of such Class and of all Classes of
Subordinated Certificates which have a higher numerical Class designation
than such Class (the “Applicable Credit Support Percentage”) is less than
the Original Applicable Credit Support Percentage for such Class, no
distribution of Principal Prepayments will be made to any such Classes (the
“Restricted Classes”) and the amount of such Principal Prepayments otherwise
distributable to the Restricted Classes shall be distributed to any Classes
of
Subordinated Certificates having lower numerical Class designations than
such Class, pro rata, based on their respective Class Certificate Balances
immediately prior to such Distribution Date and shall be distributed in the
sequential order provided in Section 4.02(a)(4).
(f) (1) On
or prior to each Determination Date, the Trustee shall determine the total
amount of Realized Losses with respect to Aggregate Loan Group I and the
related
Distribution Date. For purposes of allocating losses to the Group I
Subordinated Certificates, the Class M Certificates will be deemed to have
a
lower numerical Class designation, and to be of a higher relative payment
priority, than each other Class of Group I Subordinated
Certificates.
IV-6
Realized
Losses with respect to Aggregate Loan Group I and any Distribution Date shall
be
allocated as follows:
(i) the
applicable PO Percentage of any Realized Loss on a Mortgage Loan in a Loan
Group
in Aggregate Loan Group I, shall be allocated to the related Class PO Component,
until the Component Balance thereof is reduced to zero; and
(ii) the
applicable Non-PO Percentage of any Realized Loss for a Loan Group in Aggregate
Loan Group I shall be allocated first to the Group I Subordinated Certificates
in reverse order of their respective numerical Class designations (beginning
with the Class of Group I Subordinated Certificates then outstanding with
the
highest numerical Class designation) until the respective Class Certificate
Balance of each such Class is reduced to zero, and second to the Classes
of
Certificates of the related Senior Certificate Group (other than any Notional
Amount Certificates, if applicable, and the related Class PO Component),
pro
rata, on the basis of their respective Class Certificate Balances, or, in
the
case of any Class of Accrual Certificates or Accrual Component, on the basis
of
the lesser of its respective Class Certificate Balance or Component Balance,
as
applicable, and its respective initial Class Certificate Balance or Component
Balance, as applicable, in each case immediately prior to the related
Distribution Date, until the respective Class Certificate Balance or Component
Balance of each such Class or Component is reduced to zero; provided,
however, that the Non-PO Percentage of any Realized Losses on the Mortgage
Loans
in Loan Group 1 that would otherwise be allocated to the Class 1-A-1
Certificates will instead be allocated the Class 1-A-3 Certificates, until
the
Class Certificate Balance of the Class 1-A-3 Certificates is reduced to
zero.
(2) The
Class Certificate Balance of the Class of Group I Subordinated Certificates
then
outstanding with the highest numerical Class designation shall be reduced
on
each Distribution Date by the sum of (i) the amount of any payments on the
Class
PO Certificates in respect of Class PO Deferred Amounts and (ii) the amount,
if
any, by which the aggregate of the Class Certificate Balances of all outstanding
Classes of Group I Senior and Group I Subordinated Certificates (after giving
effect to the distribution of principal and the allocation of Realized Losses
and Class PO Deferred Amounts on such Distribution Date) exceeds the Pool
Stated
Principal Balance for Aggregate Loan Group I for the following Distribution
Date
and any amounts in the Pre-Funding Account for Aggregate Loan Group I as
of that
Distribution Date.
(3) Any
Realized Losses allocated to a Class of Certificates or any reduction in
the
Class Certificate Balance of a Class of Certificates pursuant to Section
4.04(a)
above shall be allocated among the Certificates of such Class in proportion
to
their respective Certificate Balances.
(4) Any
allocation of Realized Losses to a Certificate or to any Component or any
reduction in the Certificate Balance or Component Balance of a Certificate
or
Component, pursuant to Section 4.04(a) above shall be accomplished by reducing
the Certificate Balance or Component Balance thereof, as applicable, immediately
following the distributions made on the related Distribution Date in accordance
with the definition of “Certificate Balance” or “Component Balance,” as the case
may be
IV-7
(g) If
the amount of a Realized Loss on a Mortgage Loan in a Loan Group in Aggregate
Loan Group I has been reduced by application of Subsequent Recoveries with
respect to such Mortgage Loan, the amount of such Subsequent Recoveries will
be
applied sequentially, in the order of payment priority, to increase the Class
Certificate Balance of each related Class of Group I Certificates to which
Realized Losses have been allocated, but in each case by not more than the
amount of Realized Losses previously allocated to that Class of Certificates
pursuant to Section 4.02(f). Holders of such Certificates will not be
entitled to any payment in respect of the Class Optimal Interest Distribution
Amount on the amount of such increases for any Interest Accrual Period preceding
the Distribution Date on which such increase occurs. Any such
increases shall be applied pro rata to the Certificate Balance of each
Certificate of such Class.
|
|
SECTION
4.03.
|
[Reserved].
|
|
|
SECTION
4.04.
|
Priorities
of Distribution to Group II
Certificates..
|
(a) Distributions
of Group II Interest Funds. On each Distribution Date, the Group II
Interest Funds for such Distribution Date shall be allocated by the Trustee
from
the Distribution Account in the following order:
(i) concurrently:
(a) to
the Class 3-A-2 Insurer, the Class 3-A-2 Premium and any Reimbursement Amount;
and
(b) concurrently,
to each Class of Group II Senior Certificates, the Current Interest and Interest
Carry Forward Amount for each such Class and such Distribution Date, pro
rata,
based on the amount of interest each such Class is entitled to receive on
such
Distribution Date;
(ii) sequentially,
to the Class 3-M-1, Class 3-M-2, Class 3-M-3 and Class 3-B Certificates,
in that
order, the Current Interest for each such Class and such Distribution Date;
and
(iv) any
remainder as part of the Excess Cashflow.
(b) Distributions
of Group II Principal Distribution Amount. On each Distribution Date,
the Group II Principal Distribution Amount for such Distribution Date shall
be
allocated by the Trustee from the Distribution Account in the following order
with all distributions pursuant to this clause (b) being made first from
the
Group II Principal Remittance Amount:
(i) For
each Distribution Date prior to the Stepdown Date or on which a Trigger Event
is
in effect, sequentially:
(A) to
the Class 3-A-R Certificates, until its Class Certificate Balance is reduced
to
zero;
(B) concurrently,
to the Class 3-A-4 and Class 3-A-5 Certificates, the Group 3 Priority Amount,
pro rata, until their respective Class Certificate Balances are reduced to
zero;
(C) in
an amount up to $1,000 on each Distribution Date, to the Class 3-A-1
Certificates, until its Class Certificate Balance is reduced to
zero;
IV-8
(D) in
an amount equal to the product of (i) 0.75% and (ii) the initial Class
Certificate Balance of the Class 3-A-2 Certificates on each Distribution
Date,
sequentially, to the Class 3-A-2 Insurer, any remaining monthly Class 3-A-2
Premium and any remaining Reimbursement Amount, in each case that has not
been
paid from Group II Interest Funds for the Distribution Date, and then to
the
Class 3-A-2 Certificates, until its Class Certificate Balance is reduced
to
zero;
(E) to
the Class 3-A-1 Certificates, until its Class Certificate Balance is reduced
to
zero;
(F) sequentially,
to the Class 3-A-2 Insurer, any remaining monthly Class 3-A-2 Premium and
any
remaining Reimbursement Amount, in each case that has not been paid from
Group
II Interest Funds for the Distribution Date, and then to the Class 3-A-2
Certificates, until its Class Certificate Balance is reduced to
zero;
(G) to
the Class 3-A-3 Certificates, until its Class Certificate Balance is reduced
to
zero;
(H) concurrently,
to the Class 3-A-4 and Class 3-A-5 Certificates, without regard to the Group
3
Priority Amount, pro rata, until their respective Class Certificate Balances
are
reduced to zero;
(I) to
the Class 3-A-2 Insurer, any remaining monthly Class 3-A-2 Premium and any
remaining Reimbursement Amount, in each case that has not been paid from
Group
II Interest Funds for the Distribution Date;
(J) sequentially,
to the Class 3-M-1, Class 3-M-2, Class 3-M-3 and Class 3-B Certificates,
in that
order, until their respective Class Certificate Balances are reduced to zero;
and
(K) any
remainder as part of the Excess Cashflow.
(ii) For
each Distribution Date on or after the Stepdown Date and so long as a Trigger
Event is not in effect, sequentially:
(A) in
an amount up to the Group II Senior Principal Distribution Amount,
sequentially:
(1) concurrently,
to the Class 3-A-4 and Class 3-A-5 Certificates, the Group 3 Priority Amount,
pro rata, until their respective Class Certificate Balances are reduced to
zero;
(2) in
an amount up to $1,000 on each Distribution Date, to the Class 3-A-1
Certificates, until its Class Certificate Balance is reduced to
zero;
(3) in
an amount equal to the product of (i) 0.75% and (ii) the initial Class
Certificate Balance of the Class 3-A-2 Certificates on each Distribution
Date,
sequentially, to the Class 3-A-2 Insurer, any remaining monthly Class 3-A-2
Premium and any remaining Reimbursement Amount, in each case that has not
been
paid from Group II Interest Funds for the Distribution Date, and then to
the
Class 3-A-2 Certificates, until its Class Certificate Balance is reduced
to
zero;
IV-9
(4) to
the Class 3-A-1 Certificates, until its Class Certificate Balance is reduced
to
zero;
(5) sequentially,
to the Class 3-A-2 Insurer, any remaining monthly Class 3-A-2 Premium and
any
remaining Reimbursement Amount, in each case that has not been paid from
Group
II Interest Funds for the Distribution Date, and then to the Class 3-A-2
Certificates, until its Class Certificate Balance is reduced to
zero;
(6) to
the Class 3-A-3 Certificates, until its Class Certificate Balance is reduced
to
zero;
(7) concurrently,
to the Class 3-A-4 and Class 3-A-5 Certificates, without regard to the Group
3
Priority Amount, pro rata, until their respective Class Certificate Balances
are
reduced to zero;
(8) to
the Class 3-A-2 Insurer, any remaining monthly Class 3-A-2 Premium and any
remaining Reimbursement Amount, in each case that has not been paid from
Group
II Interest Funds for the Distribution Date;
(B) sequentially
to the Class 3-M-1, Class 3-M-2, Class 3-M-3 and Class 3-B Certificates,
in that
order, the Subordinated Class Principal Distribution Target Amount for each
such
Class, in each case until its Class Certificate Balance is reduced to zero;
and
(C) any
remainder as part of the Excess Cashflow.
(c) Distributions
of Excess Cashflow. With respect to any Distribution Date, any Excess
Cashflow will be paid to the Classes of Group II Certificates in the following
order, in each case to the extent of remaining Excess Cashflow:
(i) to
the Classes of Group II Certificates then entitled to receive distributions
in
respect of principal, in an aggregate amount equal to the Extra Principal
Distribution Amount payable to the Classes of Group II Certificates as part
of
the Group II Principal Distribution Amount pursuant to Section 4.04(b)
hereof;
(ii) concurrently,
to each Class of Group II Senior Certificates and to the Class 3-A-2 Insurer,
pro rata based on their Unpaid Realized Loss Amounts (in the case of the
Group
II Senior Certificates) and any unpaid Reimbursement Amount (in the case
of the
Class 3-A-2 Insurer), in each case in an amount equal to the Unpaid Realized
Loss Amount for the Class or the unpaid Reimbursement Amount, as the case
may
be;
(iii) sequentially,
to the Class 3-M-1, Class 3-M-2, Class 3-M-3 and Class 3-B Certificates,
in that
order, in each case first in an amount equal to any Interest Carry Forward
Amount for such Class and then in an amount equal to the Unpaid Realized
Loss
Amount for such Class;
(iv) to
the Carryover Reserve Fund and then from the Carryover Reserve Fund,
concurrently, to the Classes of Group II Certificates, in an amount up to
their
pro rata share based on their respective Class Certificate Balances to the
extent needed to pay any unpaid Net Rate Carryover for each such Class; and
then
any Excess Cashflow remaining after such allocation to pay Net Rate Carryover
based on Class Certificate Balances of the Certificates will be distributed
concurrently to each Class of Group II Certificates with respect to which
there
remains any unpaid Net Rate Carryover, pro rata, based on the amount of such
unpaid Net Rate Carryover;
IV-10
(v) to
the Class 3-C Certificateholders, an amount up to the Class 3-C Distributable
Amount for such Distribution Date; and
(vi) to
the Class 3-A-R Certificates.
(d) To
the extent that a Class of Group II Certificates receives interest in excess
of
the Net Rate Cap, such interest shall be deemed to have been paid to the
Carryover Reserve Fund and then paid by the Carryover Reserve Fund to those
Certificateholders. For purposes of the Code, amounts deemed
deposited in the Carryover Reserve Fund shall be deemed to have first been
distributed to the Class 3-C Certificates.
(e) On
each Distribution Date, the Prepayment Charge Amount with respect to Loan
Group
3 shall be allocated and paid to the Class 3-P Certificates.
(f) Application
of Applied Realized Loss Amounts. On each Distribution Date, the
Trustee shall allocate the Applied Realized Loss Amount to reduce (i) the
Class
Certificate Balances of the Group II Subordinated Certificates, sequentially,
to
the Class 3-B, Class 3-M-3, Class 3-M-2 and Class 3-M-1 Certificates, in
that
order, until their respective Class Certificate Balances are reduced to zero,
and (ii) the Class Certificate Balance of each Class of Group II Senior
Certificates, on a pro rata basis according to their respective Class
Certificate Balances, until the respective Class Certificate Balances of
such
Classes have been reduced to zero, except that any amount otherwise allocated
to
the Class 3-A-4 Certificates will instead be allocated to the Class 3-A-5
Certificates, until its Class Certificate Balance is reduced to
zero. Any Realized Losses that would otherwise be allocated to the
Class 3-A-2 Certificates will be covered by, and result in a draw on, the
Class
3-A-2 Policy.
(g) Application
of Subsequent Recoveries. If Subsequent Recoveries have been received
with respect to a Liquidated Mortgage Loan in Aggregate Loan Group II, the
amount of such Subsequent Recoveries will be applied, first, concurrently,
to
the Classes of Group II Senior Certificates, pro rata based on the Unpaid
Realized Loss Amounts for each Class, to increase the Class Certificate Balance
of the Group II Senior Certificates in an amount up to the amount of Unpaid
Realized Losses on each such Class of Certificates; provided, however that
any
amounts otherwise allocable to the Class 3-A-5 Certificates will be allocated
to
the Class 3-A-4 Certificates in an amount up to the Unpaid Realized Loss
Amount
for that Class and, second, to the Classes of Group II Subordinated Certificates
in the order of payment priority, to increase the Class Certificate Balance
of
each Class of Group II Subordinated Certificates to which Realized Losses
have
been allocated, but in each case by not more than the amount of Unpaid Realized
Losses on that Class of Certificates. Provided, further that to the
extent any Applied Realized Loss Amount was covered under the Class 3-A-2
Policy, the Class 3-A-2 Insurer shall be paid the portion of any Subsequent
Recoveries otherwise allocable to the Class 3-A-2 Certificates (determined
without regard to the payment under the Class 3-A-2 Policy). Holders
of such Certificates will not be entitled to any payment in respect of Current
Interest on the amount of such increases for any Interest Accrual Period
preceding the Distribution Date on which such increase occurs. Any
such increases shall be applied pro rata to the Certificate Balance of each
Certificate of such Class.
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|
SECTION
4.05.
|
Cross-Collateralization
for Alternative Loan Group I; Adjustments to Group I Available
Funds.
|
(a) [Reserved].
IV-11
(b) If
on any Distribution Date the aggregate Class Certificate Balance of the Senior
Certificates in a Senior Certificate Group related to Aggregate Loan Group
I
(other than the related Class PO Component) is greater than the Non-PO Pool
Balance in the related Loan Group (the “Undercollateralized Group”), then the
Trustee shall reduce the Group I Available Funds of the other Loan Group
(the
“Overcollateralized Group”), as follows:
(1) to
add to the Group I Available Funds of the Undercollateralized Group an amount
equal to the Group I Available Funds of the Overcollateralized Group remaining
after making distributions to the Senior Certificates of the Overcollateralized
Group on such Distribution Date pursuant to Section 4.02; and
(2) to
the Senior Certificates, other than the related Class PO Component, of the
Undercollateralized Group, to the extent of the principal portion of Group
I
Available Funds of the Overcollateralized Group remaining after making
distributions to the Senior Certificates of the Overcollateralized Group
on such
Distribution Date pursuant to Section 4.02, until the aggregate Class
Certificate Balance of the Senior Certificates, other than the related Class
PO
Component of such Undercollateralized Group, equals the Non-PO Pool Balance
of
the related Loan Group.
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|
SECTION
4.06.
|
Monthly
Statements to
Certificateholders.
|
(a) Concurrently
with each distribution on a Distribution Date, the Trustee will forward by
electronic delivery to each Rating Agency and make available to
Certificateholders and the Class 3-A-2 Insurer on the Trustee’s website
(xxxx://xxx.xxxxxxxxxxxxxxxxxxxx.xxx) a statement generally setting forth
the
information contained in Exhibit U hereto. Such statement shall also
indicate whether any exchanges of Exchangeable Certificates or Depositable
Certificates have occurred since the immediately preceding Distribution Date
and, if applicable, the Class designation, Class Certificate Balance or Notional
Amount and Pass-Through Rate of any Classes of Certificates that were received
by a Certificateholder as a result of such exchange as well as any Net
Prepayment Interest Shortfalls and Realized Losses allocated to such
Certificates as a result of such exchange.
(b) The
Trustee’s responsibility for disbursing the above information to the
Certificateholders is limited to the availability, timeliness and accuracy
of
the information provided by the Master Servicer.
(c) On
or before the fifth Business Day following the end of each Prepayment Period
(but in no event later than the third Business Day prior to the related
Distribution Date), the Master Servicer shall deliver to the Trustee (which
delivery may be by electronic data transmission) a report in substantially
the
form set forth as Schedule VI hereto.
(d) Within
a reasonable period of time after the end of each calendar year, the Trustee
shall cause to be furnished to each Person who at any time during the calendar
year was a Certificateholder, a statement containing the information set
forth
in items (1), (2) and (7) of Exhibit U aggregated for such calendar year
or
applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Trustee shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be provided by the Trustee pursuant to any requirements of the Code
as
from time to time in effect.
IV-12
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|
SECTION
4.07.
|
Determination
of Pass-Through Rates for COFI
Certificates.
|
The
Pass-Through Rate for each Class of COFI Certificates for each Interest
Accrual Period after the initial Interest Accrual Period shall be determined
by
the Trustee as provided below on the basis of the Index and the applicable
formulae appearing in footnotes corresponding to the COFI Certificates in
the
table relating to the Certificates in the Preliminary Statement.
Except
as
provided below, with respect to each Interest Accrual Period following the
initial Interest Accrual Period, the Trustee shall not later than two Business
Days prior to such Interest Accrual Period but following the publication
of the
applicable Index determine the Pass-Through Rate at which interest shall
accrue
in respect of the COFI Certificates during the related Interest Accrual
Period.
Except
as
provided below, the Index to be used in determining the respective Pass-Through
Rates for the COFI Certificates for a particular Interest Accrual Period
shall
be COFI for the second calendar month preceding the Outside Reference Date
for
such Interest Accrual Period. If at the Outside Reference Date for
any Interest Accrual Period, COFI for the second calendar month preceding
such
Outside Reference Date has not been published, the Trustee shall use COFI
for
the third calendar month preceding such Outside Reference Date. If
COFI for neither the second nor third calendar months preceding any Outside
Reference Date has been published on or before the related Outside Reference
Date, the Index for such Interest Accrual Period and for all subsequent Interest
Accrual Periods shall be the National Cost of Funds Index for the third calendar
month preceding such Interest Accrual Period (or the fourth preceding calendar
month if such National Cost of Funds Index for the third preceding calendar
month has not been published by such Outside Reference Date). In the
event that the National Cost of Funds Index for neither the third nor fourth
calendar months preceding an Interest Accrual Period has been published on
or
before the related Outside Reference Date, then for such Interest Accrual
Period
and for each succeeding Interest Accrual Period, the Index shall be LIBOR,
determined in the manner set forth below.
With
respect to any Interest Accrual Period for which the applicable Index is
LIBOR,
LIBOR for such Interest Accrual Period will be established by the Trustee
on the
related Interest Determination Date as provided in Section 4.08.
In
determining LIBOR and any Pass-Through Rate for the COFI Certificates or
any
Reserve Interest Rate, the Trustee may conclusively rely and shall be protected
in relying upon the offered quotations (whether written, oral or on the Reuters
Screen) from the Reference Banks or the New York City banks as to LIBOR or
the
Reserve Interest Rate, as appropriate, in effect from time to
time. The Trustee shall not have any liability or responsibility to
any Person for (i) the Trustee’s selection of New York City banks for purposes
of determining any Reserve Interest Rate or (ii) its inability, following
a
good-faith reasonable effort, to obtain such quotations from the Reference
Banks
or the New York City banks or to determine such arithmetic mean, all as provided
for in this Section 4.07.
The
establishment of LIBOR and each Pass-Through Rate for the COFI Certificates
by
the Trustee shall (in the absence of manifest error) be final, conclusive
and
binding upon each Holder of a Certificate and the Trustee.
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|
SECTION
4.08.
|
Determination
of Pass-Through Rates for LIBOR
Certificates.
|
(a) On
each Interest Determination Date so long as any Certificates, the Pass-Through
Rates on which are determined by reference to LIBOR, are Outstanding, the
Trustee will determine LIBOR on the basis of the British Bankers’ Association
(“BBA”) “Interest Settlement Rate” for one-month deposits in U.S. dollars as
quoted on the Bloomberg Terminal as of each LIBOR Determination
Date.
IV-13
(b) If
on any Interest Determination Date, LIBOR cannot be determined as provided
in
paragraph (A) of this Section 4.08, the Trustee shall either (i) request
each
Reference Bank to inform the Trustee of the quotation offered by its principal
London office for making one-month United States dollar deposits in leading
banks in the London interbank market, as of 11:00 a.m. (London time) on such
Interest Determination Date or (ii) in lieu of making any such request, rely
on
such Reference Bank quotations that appear at such time on the Reuters Screen
LIBO Page (as defined in the International Swap Dealers Association Inc.
Code of
Standard Wording, Assumptions and Provisions for Swaps, 1986 Edition), to
the
extent available. LIBOR for a Class of LIBOR Certificates for the
next Interest Accrual Period will be established by the Trustee on each interest
Determination Date as follows:
(i) If
on any Interest Determination Date two or more Reference Banks provide such
offered quotations, LIBOR for the next applicable Interest Accrual Period
shall
be the arithmetic mean of such offered quotations (rounding such arithmetic
mean
upwards if necessary to the nearest whole multiple of 1/32%).
(ii) If
on any Interest Determination Date only one or none of the Reference Banks
provides such offered quotations, LIBOR for the next Interest Accrual Period
shall be whichever is the higher of (i) LIBOR as determined on the previous
Interest Determination Date or (ii) the Reserve Interest Rate. The
“Reserve Interest Rate” shall be the rate per annum which the Trustee determines
to be either (i) the arithmetic mean (rounded upwards if necessary to the
nearest whole multiple of 1/32%) of the one-month United States dollar lending
rates that New York City banks selected by the Trustee are quoting, on the
relevant Interest Determination Date, to the principal London offices of
at
least two of the Reference Banks to which such quotations are, in the opinion
of
the Trustee, being so made, or (ii) in the event that the Trustee can determine
no such arithmetic mean, the lowest one-month United States dollar lending
rate
which New York City banks selected by the Trustee are quoting on such Interest
Determination Date to leading European banks.
(iii) If
on any Interest Determination Date the Trustee is required but is unable
to
determine the Reserve Interest Rate in the manner provided in paragraph (b)
above, LIBOR for the related Classes of Certificates shall be LIBOR as
determined on the preceding applicable Interest Determination
Date. If on the initial LIBOR Determination Date the Trustee is
required but unable to determine LIBOR in the manner provided above, LIBOR
for
the next Interest Accrual Period shall be the Initial LIBOR Rate.
Until
all
of the Certificates with Pass-Through Rates determined by reference to LIBOR
are
paid in full, the Trustee will at all times retain at least four Reference
Banks
for the purpose of determining LIBOR with respect to each Interest Determination
Date. The Master Servicer initially shall designate the Reference
Banks. Each “Reference Bank” shall be a leading bank engaged in
transactions in Eurodollar deposits in the international Eurocurrency market,
shall not control, be controlled by, or be under common control with, the
Trustee and shall have an established place of business in London. If
any such Reference Bank should be unwilling or unable to act as such or if
the
Master Servicer should terminate its appointment as Reference Bank, the Trustee
shall promptly appoint or cause to be appointed another Reference
Bank. The Trustee shall have no liability or responsibility to any
Person for (i) the selection of any Reference Bank for purposes of determining
LIBOR or (ii) any inability to retain at least four Reference Banks which
is
caused by circumstances beyond its reasonable control.
IV-14
(c) The
Pass-Through Rate for each Class of Certificates with a Pass-Through Rate
determined by reference to LIBOR for each Interest Accrual Period shall be
determined by the Trustee on each Interest Determination Date so long as
such
Certificates are Outstanding on the basis of LIBOR and the respective formulae
appearing in the applicable footnotes in the tables relating to the Certificates
in the Preliminary Statement.
In
determining LIBOR, any Pass-Through Rate for the Certificates with Pass-Through
Rates determined by reference to LIBOR, any Interest Settlement Rate, or
any
Reserve Interest Rate, the Trustee may conclusively rely and shall be protected
in relying upon the offered quotations (whether written, oral or on the Dow
Xxxxx Markets) from the BBA designated banks, the Reference Banks or the
New
York City banks as to LIBOR, the Interest Settlement Rate or the Reserve
Interest Rate, as appropriate, in effect from time to time. The
Trustee shall not have any liability or responsibility to any Person for
(i) the
Trustee’s selection of New York City banks for purposes of determining any
Reserve Interest Rate or (ii) its inability, following a good-faith reasonable
effort, to obtain such quotations from, the BBA designated banks, the Reference
Banks or the New York City banks or to determine such arithmetic mean, all
as
provided for in this Section 4.08.
The
establishment of LIBOR and each such Pass-Through Rate by the Trustee shall
(in
the absence of manifest error) be final, conclusive and binding upon each
Holder
of a Certificate and the Trustee.
|
|
SECTION
4.09.
|
Distributions
from the Corridor Contract Reserve
Fund.
|
(a) With
respect to each Class of Covered Certificates, on each Distribution Date
on or
prior to the earlier of (i) the related Corridor Contract Scheduled Termination
Date and (ii) the date on which the Class Certificate Balance of such Class
of
Covered Certificates is reduced to zero, amounts on deposit in the Corridor
Contract Reserve Fund with respect to the related Corridor Contract will
be
withdrawn therefrom and distributed to such Class of Covered Certificates
to the
extent needed to pay any Yield Supplement Amount of such Class of Covered
Certificates for such Distribution Date.
(b) Any
amounts remaining in the Corridor Contract Reserve Fund after the earlier
of (i)
the date on which the aggregate Class Certificate Balance of the Covered
Certificates has been reduced to zero and (ii) the latest Corridor Contract
Scheduled Termination Date, will be distributed to Countrywide.
|
|
SECTION
4.10.
|
Class
3-A-2 Policy Matters.
|
(a) If,
on the third Business Day before any Distribution Date, the Trustee determines
that the Class 3-A-2 Available Funds for such Distribution Date distributable
to
the Holders of the Class 3-A-2 Certificates pursuant to Section 4.04 will
be
insufficient to pay the Insured Amount on such Distribution Date, the Trustee
shall determine the amount of any such deficiency and shall give notice to
the
Class 3-A-2 Insurer, if any, by telephone or telecopy of the amount of such
deficiency, confirmed in writing by notice substantially in the form of Exhibit
A to the Class 3-A-2 Policy by 12:00 noon, New York City time on such third
Business Day. The Class 3-A-2 Policy will not cover any Net Rate Carryover
on
the Class 3-A-2 Certificates on such Distribution Date.
(b) In
the event the Trustee receives a certified copy of an order of the appropriate
court that any scheduled payment of principal or interest on a Class 3-A-2
Certificate has been voided in whole or in part as a preference payment under
applicable bankruptcy law, the Trustee shall (i) promptly notify the Class
3-A-2
Insurer, and (ii) comply with the provisions of the Class 3-A-2 Policy to
obtain
payment by The Class 3-A-2 Insurer of such voided scheduled
payment. In addition, the Trustee shall mail notice to all Holders of
the Class 3-A-2 Certificates so affected that, in the event that any such
Holder’s scheduled payment is so recovered, such Holder will be entitled to
payment pursuant to the terms of the Class 3-A-2 Policy a copy of which shall
be
made available to such Holders by the Trustee. The Trustee shall
furnish to the Class 3-A-2 Insurer, if any, its records listing the payments
on
the affected Class 3-A-2 Certificates, if any, that have been made by the
Trustee and subsequently recovered from the affected Holders, and the dates
on
which such payments were made by the Trustee.
IV-15
(c) At
the time of the execution hereof, and for the purposes hereof, the Trustee
shall
establish a separate special purpose trust account in the name of the Trustee
for the benefit of Holders of the Class 3-A-2 Certificates (the “Class 3-A-2
Reserve Fund”) over which the Trustee shall have exclusive control and sole
right of withdrawal. The Class 3-A-2 Reserve Fund shall be an
Eligible Account. The Trustee shall deposit any amount paid under the
Class 3-A-2 Policy into the Class 3-A-2 Reserve Fund and distribute such
amount
only for the purposes of making the payments to Holders of the Class 3-A-2
Certificates in respect of the Insured Amount for which the related claim
was
made under the Class 3-A-2 Policy. Such amounts shall be allocated by
the Trustee to Holders of Class 3-A-2 Certificates affected by such shortfalls
in the same manner as principal and interest payments are to be allocated
with
respect to such Certificates pursuant to Section 4.04. It shall not
be necessary for such payments to be made by checks or wire transfers separated
from the checks or wire transfers used to make regular payments hereunder
with
funds withdrawn from the Distribution Account. However, any payments
made on the Class 3-A-2 Certificates from funds in the Class 3-A-2 Reserve
Fund
shall be noted as provided in subsection (e) below. Funds held in the
Class 3-A-2 Reserve Fund shall not be invested by the Trustee.
(d) Any
funds received from the Class 3-A-2 Insurer for deposit into the Class 3-A-2
Reserve Fund pursuant to the Class 3-A-2 Policy in respect of a Distribution
Date or otherwise as a result of any claim under the Class 3-A-2 Policy shall
be
applied by the Trustee directly to the payment in full (i) of the Insured
Amount
due on such Distribution Date on the Class 3-A-2 Certificates, or (ii) of
other
amounts payable under the Class 3-A-2 Policy. Funds received by the
Trustee as a result of any claim under the Class 3-A-2 Policy shall be used
solely for payment to the Holders of the Class 3-A-2 Certificates and may
not be
applied for any other purpose, including, without limitation, satisfaction
of
any costs, expenses or liabilities of the Trustee, the Master Servicer, any
Seller, the Depositers, the NIM Insurer or the Trust Fund. Any funds
remaining in the Class 3-A-2 Reserve Fund on the first Business Day after
each
Distribution Date shall be remitted promptly to the Class 3-A-2 Insurer in
accordance with the instructions set forth in Section 5.01.
(e) The
Trustee shall keep complete and accurate records in respect of (i) all funds
remitted to it by the Class 3-A-2 Insurer and deposited into the Class 3-A-2
Reserve Fund and (ii) the allocation of such funds to (A) payments of interest
on and principal in respect of any Class 3-A-2 Certificates, (B) Applied
Realized Loss Amounts allocated to the Class 3-A-2 Certificates and (C) the
amount of funds available to make distributions on the Class 3-A-2 Certificates
pursuant to Section 4.04. The Class 3-A-2 Insurer shall have the
right to inspect such records at reasonable times during normal business
hours
upon three Business Days’ prior notice to the Trustee.
(f) The
Trustee acknowledges, and each Holder of a Class 3-A-2 Certificate by its
acceptance of the Class 3-A-2 Certificate agrees, that, without the need
for any
further action on the part of the Class 3-A-2 Insurer or the Trustee, to
the
extent the Class 3-A-2 Insurer makes payments, directly or indirectly, on
account of principal of or interest on any Class 3-A-2 Certificates, the
Class
3-A-2 Insurer will be fully subrogated to the rights of the Holders of such
Class 3-A-2 Certificates to receive such principal and interest from the
Trust
Fund. The Holders of the Class 3-A-2 Certificates, by acceptance of
the Class 3-A-2 Certificates, assign their rights as Holders of the Class
3-A-2
Certificates to the extent of the Class 3-A-2 Insurer’s interest with respect to
amounts paid under the Class 3-A-2 Policy. Anything herein to the
contrary notwithstanding, solely for purposes of determining the Class 3-A-2
Insurer’s rights, as applicable, as subrogee for payments distributable pursuant
to Section 4.04, any payment with respect to distributions to the Class 3-A-2
Certificates which is made with funds received pursuant to the terms of the
Class 3-A-2 Policy, shall not be considered payment of the Class 3-A-2
Certificates from the Trust Fund and shall not result in the distribution
or the
provision for the distribution in reduction of the Class Certificate Balance
of
the Class 3-A-2 Certificates within the meaning of Article IV.
IV-16
(g) Upon
its becoming aware of the occurrence of an Event of Default, the Trustee
shall
promptly notify the Class 3-A-2 Insurer of such Event of Default.
(h) The
Trustee shall promptly notify the Class 3-A-2 Insurer of either of the following
as to which it has actual knowledge: (A) the commencement of any proceeding
by
or against the Depositor commenced under the United States bankruptcy code
or
any other applicable bankruptcy, insolvency, receivership, rehabilitation
or
similar law (an “Insolvency Proceeding”) and (B) the making of any claim in
connection with any Insolvency Proceeding seeking the avoidance as a
preferential transfer (a “Preference Claim”) of any distribution made with
respect to the Class 3-A-2 Certificates as to which it has actual
knowledge. Each Holder of a Class 3-A-2 Certificate, by its purchase
of Class 3-A-2 Certificates, and the Trustee hereby agrees that the Class
3-A-2
Insurer (so long as no Class 3-A-2 Insurer Default exists) may at any time
during the continuation of any proceeding relating to a Preference Claim
direct
all matters relating to such Preference Amount, including, without limitation,
(i) the direction of any appeal of any order relating to any Preference Amount
and (ii) the posting of any surety, supersedeas or performance bond pending
any
such appeal. In addition and without limitation of the foregoing, the
Class 3-A-2 Insurer shall be subrogated to the rights of the Trustee and
each
Holder of a Class 3-A-2 Certificate in the conduct of any Preference Claim,
including, without limitation, all rights of any party to an adversary
proceeding action with respect to any court order issued in connection with
any
such Preference Claim.
(i) The
Master Servicer shall designate a Class 3-A-2 Insurer Contact Person who
shall
be available to the Class 3-A-2 Insurer upon the Class 3-A-2 Insurer’s request
to provide reasonable access to information regarding the Mortgage Loans
in
Aggregate Loan Group II.
(j) The
Trustee shall surrender the Class 3-A-2 Policy to the Class 3-A-2 Insurer
for
cancellation upon the reduction of the Class Certificate Balance of the Class
3-A-2 Certificates to zero.
(k) The
Trustee shall send to the Class 3-A-2 Insurer the reports prepared pursuant
to
Sections 3.16 and 11.07 and the statements prepared pursuant to Section 4.06,
as
well as any other statements or communications sent to Holders of the Class
3-A-2 Certificates and/or the Rating Agencies, in each case at the same time
such reports, statements and communications are otherwise sent.
(l) For
so long as there is no continuing default by the Class 3-A-2 Insurer under
its
obligations under the Class 3-A-2 Policy (a “Class 3-A-2 Insurer Default”), each
Holder of a Class 3-A-2 Certificate agrees that the Class 3-A-2 Insurer shall
be
treated by the Depositor, the Master Servicer, the Sellers and the Trustee
as if
the Class 3-A-2 Insurer were the Holder of all of the Class 3-A-2 Certificates
for the purpose (and solely for the purpose) of the giving of any consent,
the
making of any direction or the exercise of any voting or other control rights
otherwise given to the Holders of the Class 3-A-2 Certificates hereunder
without
the consent of the Holders of the Class 3-A-2 Certificates and the Holders
of
the Class 3-A-2 Certificates may exercise such rights only with the prior
written consent of the Class 3-A-2 Insurer.
IV-17
(m) With
respect to this Section 4.10, (i) the terms “Receipt” and “Received” shall mean
actual delivery to the Class 3-A-2 Insurer and the Fiscal Agent, if any,
prior
to 12:00 noon, New York City time, on a Business Day; delivery either on
a day
that is not a Business Day or after 12:00 noon, New York City time, shall
be
deemed to be Receipt on the next succeeding Business Day. If any
notice or certificate given under the Class 3-A-2 Policy by the Trustee is
not
in proper form or is not properly completed, executed or delivered, or contains
any misstatement, it shall be deemed not to have been Received. The
Class 3-A-2 Insurer, if any, shall promptly so advise the Trustee and the
Trustee may submit an amended notice and (ii) “Business Day” means any day other
than (A) a Saturday or Sunday or (B) a day on which the Class 3-A-2 Insurer
or
banking institutions in the City of New York, New York, or the city in which
the
Corporate Trust Office of the Trustee is located, are authorized or obligated
by
law or executive order to be closed.
(n) Under
the terms of the Class 3-A-2 Policy, Insured Amounts will not include, and
the
Class 3-A-2 Policy will not cover interest shortfalls due to any Net Prepayment
Interest Shortfalls, Relief Act Reductions, Debt Service Reductions, Net
Interest Shortfalls, Net Rate Carryover or any taxes, withholding or other
charges imposed by any governmental authority.
IV-18
ARTICLE
V
THE
CERTIFICATES
|
|
SECTION
5.01.
|
The
Certificates.
|
The
Certificates shall be substantially in the forms attached hereto as
exhibits. The Certificates shall be issuable in registered form, in
the minimum denominations, integral multiples in excess thereof (except that
one
Certificate in each Class may be issued in a different amount which must be
in excess of the applicable minimum denomination) and aggregate denominations
per Class as set forth in the Preliminary Statement.
Subject
to Section 9.02 hereof respecting the final distribution on the Certificates,
on
each Distribution Date the Trustee shall make distributions to each
Certificateholder of record on the preceding Record Date either (x) by wire
transfer in immediately available funds to the account of such holder at
a bank
or other entity having appropriate facilities therefor, if (i) such Holder
has
so notified the Trustee at least five Business Days prior to the related
Record
Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B)
100% of the Class Certificate Balance of any Class of Certificates or
(C) Certificates of any Class with aggregate principal Denominations of not
less than $1,000,000 or (y) by check mailed by first class mail to such
Certificateholder at the address of such holder appearing in the Certificate
Register. Payments to the Class 3-A-2 Insurer shall be made by wire
transfer of immediately available funds to the following account, unless
the
Class 3-A-2 Insurer notifies the Trustee in writing: Account Name:
MBIA Insurance Corporation, Account Number 000-0-000000, Bank – JPMorgan Chase
Bank, ABA Number 000-000-000, Re CWALT 2007-J1 – Policy No. 492550 Class 3-A-2
Certificates.
The
Certificates shall be executed by manual or facsimile signature on behalf
of the
Trustee by an authorized officer. Certificates bearing the manual or
facsimile signatures of individuals who were, at the time when such signatures
were affixed, authorized to sign on behalf of the Trustee shall bind the
Trustee, notwithstanding that such individuals or any of them have ceased
to be
so authorized prior to the countersignature and delivery of such Certificates
or
did not hold such offices at the date of such Certificate. No
Certificate shall be entitled to any benefit under this Agreement, or be
valid
for any purpose, unless countersigned by the Trustee by manual signature,
and
such countersignature upon any Certificate shall be conclusive evidence,
and the
only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates shall be dated the date of their
countersignature. On the Closing Date, the Trustee shall countersign
the Certificates to be issued at the direction of the Depositor, or any
affiliate thereof.
The
Depositor shall provide, or cause to be provided, to the Trustee on a continuous
basis, an adequate inventory of Certificates to facilitate
transfers.
|
|
SECTION
5.02.
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
(a) The
Trustee shall maintain, or cause to be maintained in accordance with the
provisions of Section 5.06 hereof, a Certificate Register for the Trust Fund
in
which, subject to the provisions of subsections (b) and (c) below and to
such
reasonable regulations as it may prescribe, the Trustee shall provide for
the
registration of Certificates and of transfers and exchanges of Certificates
as
herein provided. Upon surrender for registration of transfer of any
Certificate, the Trustee shall execute and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the
same
Class and aggregate Percentage Interest.
V-1
At
the
option of a Certificateholder, Certificates may be exchanged for other
Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest upon surrender of the Certificates
to be
exchanged at the office or agency of the Trustee. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate, and deliver the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or
surrendered for registration of transfer or exchange shall be accompanied
by a
written instrument of transfer in form satisfactory to the Trustee duly executed
by the holder thereof or his attorney duly authorized in writing.
No
service charge to the Certificateholders shall be made for any registration
of
transfer or exchange of Certificates, but payment of a sum sufficient to
cover
any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Certificates may be required.
All
Certificates surrendered for registration of transfer or exchange shall be
cancelled and subsequently destroyed by the Trustee in accordance with the
Trustee’s customary procedures.
(b) No
transfer of a Private Certificate shall be made unless such transfer is made
pursuant to an effective registration statement under the Securities Act
and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such state securities laws. In the event that a
transfer is to be made in reliance upon an exemption from the Securities
Act and
such laws, in order to assure compliance with the Securities Act and such
laws,
the Certificateholder desiring to effect such transfer and such
Certificateholder’s prospective transferee shall each certify to the Trustee in
writing the facts surrounding the transfer in substantially the forms set
forth
in Exhibit J (the “Transferor Certificate”) and (i) deliver a letter in
substantially the form of either Exhibit K (the “Investment Letter”) or Exhibit
L-1 (the “Rule 144A Letter”) or (ii) there shall be delivered to the Trustee at
the expense of the transferor an Opinion of Counsel that such transfer may
be
made pursuant to an exemption from the Securities Act; provided, however,
that
in the case of the delivery of an Investment Letter in connection with the
transfer of any Class 3-C or Class 3-P Certificate to a transferee that is
formed with the purpose of issuing notes backed by such Class 3-C or Class
3-P
Certificate, as the case may be, clause (b) and (c) of the form of Investment
Letter shall not be applicable and shall be deleted by such
transferee. The Depositor shall provide to any Holder of a Private
Certificate and any prospective transferee designated by any such Holder,
information regarding the related Certificates and the Mortgage Loans and
such
other information as shall be necessary to satisfy the condition to eligibility
set forth in Rule 144A(d)(4) for transfer of any such Certificate without
registration thereof under the Securities Act pursuant to the registration
exemption provided by Rule 144A. The Trustee and the Master Servicer
shall cooperate with the Depositor in providing the Rule 144A information
referenced in the preceding sentence, including providing to the Depositor
such
information regarding the Certificates, the Mortgage Loans and other matters
regarding the Trust Fund as the Depositor shall reasonably request to meet
its
obligation under the preceding sentence. Each Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree
to,
indemnify the Trustee, the Depositor, the Sellers, the NIM Insurer and the
Master Servicer against any liability that may result if the transfer is
not so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of an ERISA-Restricted Certificate shall be made unless the Trustee
shall have received either (i) a representation from the transferee of such
Certificate acceptable to and in form and substance satisfactory to the Trustee
(in the event such Certificate is a Private Certificate, such requirement
is
satisfied only by the Trustee’s receipt of a representation letter from the
transferee substantially in the form of Exhibit K or Exhibit L-1, or in the
event such Certificate is a Residual Certificate, such requirement is satisfied
only by the Trustee’s receipt of a representation letter from the transferee
substantially in the form of Exhibit I), to the effect that (x) such transferee
is not a Plan or (y) in the case of a Certificate that is an ERISA-Restricted
Certificate and that has been the subject of an ERISA-Qualifying Underwriting,
a
representation that the transferee is an insurance company which is purchasing
such Certificate with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of
such Certificate satisfy the requirements for exemptive relief under Sections
I
and III of PTCE 95-60 or (ii) in the case of any ERISA-Restricted Certificate
presented for registration in the name of a Plan, an Opinion of Counsel
satisfactory to the Trustee, which Opinion of Counsel shall not be an expense
of
either the Trustee, the Master Servicer or the Trust Fund, addressed to the
Trustee and the Master Servicer, to the effect that the purchase and holding
of
such ERISA-Restricted Certificate will not result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code, and will
not
subject the Trustee or the Master Servicer to any obligation in addition
to
those expressly undertaken in this Agreement or to any liability. For
purposes of the preceding sentence, with respect to an ERISA-Restricted
Certificate that is not a Residual Certificate, in the event the representation
letter or Opinion of Counsel referred to in the preceding sentence is not
so
furnished, one of the representations in clause (i), as appropriate, shall
be
deemed to have been made to the Trustee by the transferee’s (including an
initial acquiror’s) acceptance of the ERISA-Restricted
Certificate. Notwithstanding anything else to the contrary herein,
any purported transfer of an ERISA-Restricted Certificate to or on behalf
of a
Plan without the delivery to the Trustee of an Opinion of Counsel satisfactory
to the Trustee as described above shall be void and of no effect.
V-2
Prior
to
the termination of the Supplemental Interest Trust, no transfer of a Covered
Certificate (other than a transfer of a Covered Certificate to an affiliate
of
the Depositor (either directly or through a nominee) in connection with the
initial issuance of the Certificates) shall be made unless the Trustee shall
have received a representation letter from the transferee of such Covered
Certificate substantially in the form of Exhibit L-2 to the effect that (i)
such
transferee is not a Plan, or (ii) that the purchase and holding of the Covered
Certificate satisfies the requirements for exemptive relief under XXXX 00-00,
XXXX 00-0, XXXX 00-00, XXXX 00-00, XXXX 96-23, the service provider exemption
provided by Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code
or a
similar exemption. In the event that such a representation letter is
not delivered, one of the foregoing representations, as appropriate, shall
be
deemed to have been made by the transferee’s (including an initial acquiror’s)
acceptance of the Covered Certificate. In the event that such
representation is violated, such transfer or acquisition shall be void and
of no
effect.
To
the
extent permitted under applicable law (including, but not limited to, ERISA),
the Trustee shall be under no liability to any Person for any registration
of or
transfer of any ERISA-Restricted Certificate or Covered Certificate that
is in
fact not permitted by this Section 5.02(b) or for making any payments due
on
such Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of this Agreement so long as the transfer
was registered by the Trustee in accordance with the foregoing
requirements.
(c) Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions, and the rights of each
Person acquiring any Ownership Interest in a Residual Certificate are expressly
subject to the following provisions:
(i) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Trustee of
any
change or impending change in its status as a Permitted Transferee.
(ii) Except
in connection with (i) the registration of the Tax Matters Person Certificate
in
the name of the Trustee or (ii) any registration in the name of, or transfer
of
a Residual Certificate to, an affiliate of the Depositor (either directly
or
through a nominee) in connection with the initial issuance of the Certificates,
no Ownership Interest in a Residual Certificate may be registered on the
Closing
Date or thereafter transferred, and the Trustee shall not register the Transfer
of any Residual Certificate unless the Trustee shall have been furnished
with an
affidavit (a “Transfer Affidavit”) of the initial owner or the proposed
transferee in the form attached hereto as Exhibit I.
V-3
(iii) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (A) to obtain a Transfer Affidavit from any other Person to whom
such Person attempts to Transfer its Ownership Interest in a Residual
Certificate, (B) to obtain a Transfer Affidavit from any Person for whom
such
Person is acting as nominee, trustee or agent in connection with any Transfer
of
a Residual Certificate and (C) not to Transfer its Ownership Interest in
a
Residual Certificate or to cause the Transfer of an Ownership Interest in
a
Residual Certificate to any other Person if it has actual knowledge that
such
Person is not a Permitted Transferee and to provide to the Trustee a certificate
substantially in the form attached hereto as Exhibit J-1 stating that it
has no
knowledge that such Person is not a Permitted Transferee.
(iv) Any
attempted or purported Transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section 5.02(c) shall
be
absolutely null and void and shall vest no rights in the purported
Transferee. If any purported transferee shall become a Holder of a
Residual Certificate in violation of the provisions of this Section 5.02(c),
then the last preceding Permitted Transferee shall be restored to all rights
as
Holder thereof retroactive to the date of registration of Transfer of such
Residual Certificate. The Trustee shall be under no liability to any
Person for any registration of Transfer of a Residual Certificate that is
in
fact not permitted by Section 5.02(b) and this Section 5.02(c) or for making
any
payments due on such Certificate to the Holder thereof or taking any other
action with respect to such Holder under the provisions of this Agreement
so
long as the Transfer was registered after receipt of the related Transfer
Affidavit, Transferor Certificate and either the Rule 144A Letter or the
Investment Letter, if required. The Trustee shall be entitled but not
obligated to recover from any Holder of a Residual Certificate that was in
fact
not a Permitted Transferee at the time it became a Holder or, at such subsequent
time as it became other than a Permitted Transferee, all payments made on
such
Residual Certificate at and after either such time. Any such payments
so recovered by the Trustee shall be paid and delivered by the Trustee to
the
last preceding Permitted Transferee of such Certificate.
(v) The
Depositor shall use its best efforts to make available, upon receipt of written
request from the Trustee, all information necessary to compute any tax imposed
under Section 860E(e) of the Code as a result of a Transfer of an Ownership
Interest in a Residual Certificate to any Holder who is not a Permitted
Transferee.
The
restrictions on Transfers of a Residual Certificate set forth in this Section
5.02(c) shall cease to apply (and the applicable portions of the legend on
a
Residual Certificate may be deleted) with respect to Transfers occurring
after
delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel
shall
not be an expense of the Trust Fund, the Trustee, the Master Servicer or
any
Seller, to the effect that the elimination of such restrictions will not
cause
any REMIC hereunder to fail to qualify as a REMIC at any time that the
Certificates are outstanding or result in the imposition of any tax on the
Trust
Fund, a Certificateholder or another Person. Each Person holding or
acquiring any Ownership Interest in a Residual Certificate hereby consents
to
any amendment of this Agreement which, based on an Opinion of Counsel furnished
to the Trustee, is reasonably necessary (a) to ensure that the record ownership
of, or any beneficial interest in, a Residual Certificate is not transferred,
directly or indirectly, to a Person that is not a Permitted Transferee and
(b)
to provide for a means to compel the Transfer of a Residual Certificate which
is
held by a Person that is not a Permitted Transferee to a Holder that is a
Permitted Transferee.
V-4
(d) The
preparation and delivery of all certificates and opinions referred to above
in
this Section 5.02 in connection with transfer shall be at the expense of
the
parties to such transfers.
(e) Except
as provided below, the Book-Entry Certificates shall at all times remain
registered in the name of the Depository or its nominee and at all times:
(i)
registration of the Certificates may not be transferred by the Trustee except
to
another Depository; (ii) the Depository shall maintain book-entry records
with
respect to the Certificate Owners and with respect to ownership and transfers
of
such Book-Entry Certificates; (iii) ownership and transfers of registration
of
the Book-Entry Certificates on the books of the Depository shall be governed
by
applicable rules established by the Depository; (iv) the Depository may collect
its usual and customary fees, charges and expenses from its Depository
Participants; (v) the Trustee shall deal with the Depository, Depository
Participants and indirect participating firms as representatives of the
Certificate Owners of the Book-Entry Certificates for purposes of exercising
the
rights of holders under this Agreement, and requests and directions for and
votes of such representatives shall not be deemed to be inconsistent if they
are
made with respect to different Certificate Owners; and (vi) the Trustee may
rely
and shall be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants and furnished by the
Depository Participants with respect to indirect participating firms and
persons
shown on the books of such indirect participating firms as direct or indirect
Certificate Owners.
All
transfers by Certificate Owners of Book-Entry Certificates shall be made
in
accordance with the procedures established by the Depository Participant
or
brokerage firm representing such Certificate Owner. Each Depository
Participant shall only transfer Book-Entry Certificates of Certificate Owners
it
represents or of brokerage firms for which it acts as agent in accordance
with
the Depository’s normal procedures.
If
(x)
(i) the Depository or the Depositor advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository, and (ii) the Trustee or the Depositor is
unable
to locate a qualified successor or (y) after the occurrence of an Event of
Default, Certificate Owners representing at least 51% of the Certificate
Balance
of the Book-Entry Certificates together advise the Trustee and the Depository
through the Depository Participants in writing that the continuation of a
book-entry system through the Depository is no longer in the best interests
of
the Certificate Owners, the Trustee shall notify all Certificate Owners,
through
the Depository, of the occurrence of any such event and of the availability
of
definitive, fully-registered Certificates (the “Definitive Certificates”) to
Certificate Owners requesting the same. Upon surrender to the Trustee
of the related Class of Certificates by the Depository, accompanied by the
instructions from the Depository for registration, the Trustee shall issue
the
Definitive Certificates. Neither the Master Servicer, the Depositor
nor the Trustee shall be liable for any delay in delivery of such instruction
and each may conclusively rely on, and shall be protected in relying on,
such
instructions. The Master Servicer shall provide the Trustee with an
adequate inventory of certificates to facilitate the issuance and transfer
of
Definitive Certificates. Upon the issuance of Definitive Certificates
all references herein to obligations imposed upon or to be performed by the
Depository shall be deemed to be imposed upon and performed by the Trustee,
to
the extent applicable with respect to such Definitive Certificates and the
Trustee shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder; provided that the Trustee shall not by virtue
of
its assumption of such obligations become liable to any party for any act
or
failure to act of the Depository.
|
|
SECTION
5.03.
|
Mutilated,
Destroyed, Lost or Stolen
Certificates.
|
If
(a)
any mutilated Certificate is surrendered to the Trustee, or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (b) there is delivered to the Master Servicer and the Trustee
(and the Class 3-A-2 Insurer with respect to any Class 3-A-2 Certificates)
such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute, countersign
and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or
stolen Certificate, a new Certificate of like Class, tenor and Percentage
Interest. In connection with the issuance of any new Certificate
under this Section 5.03, the Trustee may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. Any replacement Certificate issued pursuant to
this Section 5.03 shall constitute complete and indefeasible evidence of
ownership, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.
V-5
|
|
SECTION
5.04.
|
Persons
Deemed Owners.
|
The
Master Servicer, the Trustee, the NIM Insurer, the Class 3-A-2 Insurer and
any
agent of the Master Servicer, the Trustee, the NIM Insurer or the Class 3-A-2
Insurer may treat the Person in whose name any Certificate is registered
as the
owner of such Certificate for the purpose of receiving distributions as provided
in this Agreement and for all other purposes whatsoever, and neither the
Master
Servicer, the Trustee, the NIM Insurer, the Class 3-A-2 Insurer and any agent
of
the Master Servicer, the Trustee, the NIM Insurer or the Class 3-A-2 Insurer
shall be affected by any notice to the contrary.
|
|
SECTION
5.05.
|
Access
to List of Certificateholders’ Names and
Addresses.
|
If
three
or more Certificateholders and/or Certificate Owners (a) request such
information in writing from the Trustee, (b) state that such Certificateholders
and/or Certificate Owners desire to communicate with other Certificateholders
and/or Certificate Owners with respect to their rights under this Agreement
or
under the Certificates, and (c) provide a copy of the communication which
such
Certificateholders and/or Certificate Owners propose to transmit, or if the
Depositor or Master Servicer shall request such information in writing from
the
Trustee, then the Trustee shall, within ten Business Days after the receipt
of
such request, (x) provide the Depositor, the Master Servicer or such
Certificateholders and/or Certificate Owners at such recipients’ expense the
most recent list of the Certificateholders of such Trust Fund held by the
Trustee, if any, and (y) assist the Depositor, the Master Servicer or such
Certificateholders and/or Certificate Owners at such recipients’ expense with
obtaining from the Depository a list of the related Depository Participants
acting on behalf of Certificate Owners of Book Entry
Certificates. The Depositor and every Certificateholder and
Certificate Owner, by receiving and holding a Certificate or beneficial interest
therein, agree that the Trustee shall not be held accountable by reason of
the
disclosure of any such information as to the list of the Certificateholders
and/or Depository Participants hereunder, regardless of the source from which
such information was derived.
|
|
SECTION
5.06.
|
Maintenance
of Office or Agency.
|
The
Trustee will maintain or cause to be maintained at its expense an office
or
offices or agency or agencies in New York City where Certificates may be
surrendered for registration of transfer or exchange. The Trustee
initially designates its Corporate Trust Office for such
purposes. The Trustee will give prompt written notice to the
Certificateholders and the Class 3-A-2 Insurer of any change in such location
of
any such office or agency.
|
|
SECTION
5.07.
|
Depositable
and Exchangeable Certificates.
|
(a) On
the Closing Date, there is hereby established a separate trust (the “ES Trust”),
which shall be a Grantor Trust for federal income tax purposes. The
ES Trust shall be maintained by the Trustee in its name, for the benefit
of the
Holders of the Group I Certificates and the Exchangeable
Certificates. The assets of the ES Trust shall consist of the LTR-A-R
Interest and the uncertificated Master REMIC Interests, which have been placed
in the ES Trust through the efforts of the Underwriter. The LTR-A-R
Interest and the uncertificated Master REMIC Interests in the ES Trust shall
be
held by the Trustee. On the Closing Date, the ES Trust shall issue
the several Classes of Certificates. Each Class of Exchangeable
Certificates shall be issued on the Closing Date with a Class Certificate
Balance of zero. Upon the sale of the Group I Certificates on the
Closing Date, the Exchangeable Certificates shall be placed with the Trustee
through the efforts of the Underwriter to be held to facilitate the exchange
of
Depositable and Exchangeable Certificates on and after the Closing
Date. Among the Depositable and Exchangeable Certificates, the
beneficial interest of the uncertificated Master REMIC Interests shall be
represented by the related Depositable Certificates until such Depositable
Certificates have been exchanged for Exchangeable Certificates, at which
time,
such Exchangeable Certificates shall represent those uncertificated Master
REMIC
Interests.
V-6
The
Trustee, as trustee of the ES Trust, shall establish and maintain, on behalf
of
the Holders of the Exchangeable Certificates, the Exchangeable Certificates
Distribution Account. All funds on deposit in the Exchangeable
Certificates Distribution Account shall be held separate and apart from,
and
shall not be commingled with, any other moneys, including without limitation,
other moneys held by the Trustee pursuant to this Agreement.
On
each
Distribution Date, the Trustee, as holder of any surrendered Depositable
Certificates, shall deposit in the Exchangeable Certificates Distribution
Account any amounts distributable to the surrendered Depositable Certificates
pursuant to Section 4.02. For the avoidance of doubt, if on any
Distribution Date no Classes of Depositable Certificates have been surrendered
or if all Classes of Exchangeable Certificates have been exchanged for
Depositable Certificates according to Section 5.07(e), then no amounts will
be
deposited in the Exchangeable Certificates Deposit Account on such Distribution
Date.
On
each
Distribution Date, the Trustee shall make withdrawals from the Exchangeable
Certificates Distribution Account to make distributions to the Classes of
Exchangeable Certificates then entitled to distributions pursuant to Section
5.07(b).
Funds
in
the Exchangeable Certificates Distribution Account shall remain
uninvested.
(b) On
each Distribution Date, the Trustee shall withdraw funds on deposit in the
Exchangeable Certificates Distribution Account on deposit therein from
distributions to the surrendered Depositable Certificates for such Distribution
Date and distribute such amount to the Holders of each related Class of
Exchangeable Certificates. Amounts related to interest distributed to
the surrendered Depositable Certificates shall be distributed as interest
to the
related Class or Classes of Exchangeable Certificates pursuant to Section
4.02(a)(ii). All distributions of principal to the Exchangeable
Certificates shall be made pro rata among the Classes of Exchangeable
Certificates within each Recombination Group unless specifically provided
for
otherwise in Schedule VIII. All distributions that are made with
respect to a particular Class of Exchangeable Certificates shall be made
pro
rata among all Certificates of such Class in proportion to their respective
Class Certificate Balances.
In
addition, the Trustee may from time to time make withdrawals from the
Exchangeable Certificates Distribution Account for the following
purposes:
(i) to
withdraw any amount deposited in the Exchangeable Certificates Distribution
Account and not required to be deposited therein; and
V-7
(ii) to
clear and terminate the Exchangeable Certificates Distribution Account upon
the
termination of this Agreement.
(c) On
each Distribution Date on which a Class of Exchangeable Certificates shall
be
entitled to receive distributions pursuant to Section 5.07(b), such Class
shall
be allocated a proportionate share of the Net Prepayment Interest Shortfalls
and
Relief Act Shortfalls allocable to the Classes of Depositable Certificates
in
the related Recombination Group.
(d) On
each Distribution Date on which a Class of Exchangeable Certificates shall
be
entitled to receive distributions pursuant to Section 5.07(b), such Class
shall
be allocated a proportionate share of the Realized Losses allocable to the
Classes of Depositable Certificates in the related Recombination
Group.
(e) Upon
the presentation and surrender of the Depositable Certificates, the Holder
thereof transfers, assigns, sets over and otherwise conveys to the Trustee
of
the ES Trust, all of such Holder’s right, title and interest in and to such
Depositable Certificates, including all payments of interest thereon received
after the month of the exchange. The Trustee on behalf of the ES
Trust shall furnish written acknowledgement to the Holder of such surrendered
Certificate of the transfer and assignment to it of such Depositable
Certificates.
At
the
request of the Holder of a Class or Classes of Depositable Certificates,
and
upon the surrender of such Depositable Certificates, the Trustee shall deliver
such Exchangeable Certificates as set forth in such Recombination Group in
the
respective Denominations determined based on the proportion that the initial
Class Certificate Balance or initial Notional Amounts of such Exchangeable
Certificates bear to the initial Class Certificate Balances of the Depositable
Certificates, as set forth in Schedule VIII, which shall represent in the
aggregate, the entire beneficial ownership of the Master REMIC Interests
related
to such surrendered Certificates. In addition, at the request of the
Holder of a Class or Classes of Exchangeable Certificates, and upon the
surrender of such Exchangeable Certificates, the Trustee shall exchange such
Exchangeable Certificates for another Class or Classes of Exchangeable
Certificates or the related surrendered Depositable Certificates, as set
forth
in Schedule VIII. There shall be no limitation on the number of
exchanges authorized pursuant to this Section 5.07.
Holders
may exchange their Certificates according to this Section 5.07(e) by (i)
providing notice to the Trustee no later than three (3) Business Days prior
to
the date on which the Holder wishes to make such exchange (the “Exchange Date”),
which Exchange Date is subject to the Trustee’s approval and shall not be the
first or last Business Day of the month, (ii) remitting the Exchange Fee,
as
determined in the next paragraph, to the Trustee and (iii) remitting the
beneficial interest in the Depositable Certificates or the Exchangeable
Certificates, as applicable, to the Trustee. Any such notice to the
Trustee (A) may be provided to the Trustee by email at xxxxxxx@xxxxxxxx.xxx
or
by telephone at (000) 000-0000, (B) must include (i) the Certificateholder’s
letterhead, (ii) a medallion stamp guarantee or be signed by an authorized
signatory and be presented with an incumbency certificate and (iii) set forth
the following information: (a) the CUSIP number of both the Certificates
to be
exchanged and the Certificates to be received, (b) the outstanding Class
Certificate Balance and the initial Class Certificate Balance of the
Certificates to be exchanged, (c) the Certificateholder’s DTC participant number
and (d) the proposed Exchange Date, and (C) is irrevocable beginning on the
second Business Day prior to the Exchange Date. Such exchange will be
completed by the Trustee upon the receipt by the Trustee of the Exchange
Fee and
the beneficial interest in the Depositable Certificates or the Exchangeable
Certificates, as applicable.
The
preparation of all Certificates referred to in this Section 5.07(e) in
connection with an exchange shall be at the expense of the parties to such
exchanges. For each exchange, the Certificateholder must pay the
Trustee a fee (the “Exchange Fee”) equal to 1/32 of 1% of the current Class
Certificate Balance of the Certificates to be Exchanged but in no event shall
the fee be less than $2,000 or greater than $25,000.
V-8
ARTICLE
VI
THE
DEPOSITOR AND THE MASTER SERVICER
|
|
SECTION
6.01.
|
Respective
Liabilities of the Depositor and the Master
Servicer.
|
The
Depositor and the Master Servicer shall each be liable in accordance herewith
only to the extent of the obligations specifically and respectively imposed
upon
and undertaken by them herein.
|
|
SECTION
6.02.
|
Merger
or Consolidation of the Depositor or the Master
Servicer.
|
The
Depositor will keep in full effect its existence, rights and franchises as
a
corporation under the laws of the United States or under the laws of one
of the
states thereof and will obtain and preserve its qualification to do business
as
a foreign corporation in each jurisdiction in which such qualification is
or
shall be necessary to protect the validity and enforceability of this Agreement,
or any of the Mortgage Loans and to perform its duties under this
Agreement. The Master Servicer will keep in effect its existence,
rights and franchises as a limited partnership under the laws of the United
States or under the laws of one of the states thereof and will obtain and
preserve its qualification or registration to do business as a foreign
partnership in each jurisdiction in which such qualification or registration
is
or shall be necessary to protect the validity and enforceability of this
Agreement or any of the Mortgage Loans and to perform its duties under this
Agreement.
Any
Person into which the Depositor or the Master Servicer may be merged or
consolidated, or any Person resulting from any merger or consolidation to
which
the Depositor or the Master Servicer shall be a party, or any person succeeding
to the business of the Depositor or the Master Servicer, shall be the successor
of the Depositor or the Master Servicer, as the case may be, hereunder, without
the execution or filing of any paper or any further act on the part of any
of
the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the successor or surviving Person to the Master Servicer shall
be
qualified to service mortgage loans on behalf of FNMA or FHLMC.
As
a
condition to the effectiveness of any merger or consolidation, at least 15
calendar days prior to the effective date of any merger or consolidation
of the
Master Servicer, the Master Servicer shall provide (x) written notice to
the
Depositor of any successor pursuant to this Section and (y) in writing and
in
form and substance reasonably satisfactory to the Depositor, all information
reasonably requested by the Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to a replacement Master
Servicer.
|
|
SECTION
6.03.
|
Limitation
on Liability of the Depositor, the Sellers, the Master Servicer,
the NIM
Insurer and Others.
|
None
of
the Depositor, the Master Servicer, the NIM Insurer or any Seller or any
of the
directors, officers, employees or agents of the Depositor, the Master Servicer,
the NIM Insurer or any Seller shall be under any liability to the
Certificateholders for any action taken or for refraining from the taking
of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Master Servicer, any Seller or any such Person against any breach of
representations or warranties made by it herein or protect the Depositor,
the
Master Servicer, any Seller or any such Person from any liability which would
otherwise be imposed by reasons of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard
of
obligations and duties hereunder. The Depositor, the Master Servicer,
the NIM Insurer, each Seller and any director, officer, employee or agent
of the
Depositor, the Master Servicer, the NIM Insurer or each Seller may
rely in good faith on any document of any kind prima facie properly executed
and
submitted by any Person respecting any matters arising hereunder. The
Depositor, the Master Servicer, the NIM Insurer, each Seller and any director,
officer, employee or agent of the Depositor, the Master Servicer, the NIM
Insurer or any Seller shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any audit,
controversy or judicial proceeding relating to a governmental taxing authority
or any legal action relating to this Agreement or the Certificates, other
than
any loss, liability or expense related to any specific Mortgage Loan or Mortgage
Loans (except as any such loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement) and any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or gross negligence
in the
performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder. None of the Depositor, the Master
Servicer, the NIM Insurer or any Seller shall be under any obligation to
appear
in, prosecute or defend any legal action that is not incidental to its
respective duties hereunder and which in its opinion may involve it in any
expense or liability; provided, however, that any of the Depositor, the Master
Servicer, the NIM Insurer or any Seller may in its discretion undertake any
such
action that it may deem necessary or desirable in respect of this Agreement
and
the rights and duties of the parties hereto and interests of the Trustee
and the
Certificateholders hereunder. In such event, the legal expenses and
costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of Aggregate Loan Group I or Aggregate Loan Group II,
as
applicable, and the Depositor, the Master Servicer, the NIM Insurer and each
Seller shall be entitled to be reimbursed therefor out of the Certificate
Account.
VI-1
|
|
SECTION
6.04.
|
Limitation
on Resignation of Master
Servicer.
|
The
Master Servicer shall not resign from the obligations and duties hereby imposed
on it except (a) upon appointment of a successor servicer that is reasonably
acceptable to the Trustee and the NIM Insurer and the written confirmation
from
each Rating Agency (which confirmation shall be furnished to the Depositor,
the
Trustee and the NIM Insurer) that such a resignation will not cause such
Rating
Agency to reduce the then-current rating of any of the Certificates (determined
without regard to the Class 3-A-2 Policy) or (b) upon determination that
its
duties hereunder are no longer permissible under applicable law. Any
such determination under clause (b) permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered
to
the Trustee. No resignation of the Master Servicer shall become
effective until the Trustee or a successor master servicer shall have assumed
the Master Servicer’s responsibilities, duties, liabilities (other than those
liabilities arising prior to the appointment of such successor) and obligations
hereunder and the Depositor shall have received the information described
in the
following sentence. As a condition to the effectiveness of any such
resignation, at least 15 calendar days prior to the effective date of such
resignation, the Master Servicer shall provide (x) written notice to the
Depositor of any successor pursuant to this Section and (y) in writing and
in
form and substance reasonably satisfactory to the Depositor, all information
reasonably requested by the Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to the resignation of
the
Master Servicer.
VI-2
ARTICLE
VII
DEFAULT
|
|
SECTION
7.01.
|
Events
of Default.
|
“Event
of
Default,” wherever used herein, means any one of the following
events:
(i) any
failure by the Master Servicer to deposit in the Certificate Account or remit
to
the Trustee any payment required to be made under the terms of this Agreement,
which failure shall continue unremedied for five days after the date upon
which
written notice of such failure shall have been given to the Master Servicer
by
the Trustee, the NIM Insurer or the Depositor or to the Master Servicer,
the NIM
Insurer and the Trustee by the Holders of Certificates having not less than
25%
of the Voting Rights evidenced by the Certificates; or
(ii) any
failure by the Master Servicer to observe or perform in any material respect
any
other of the covenants or agreements on the part of the Master Servicer
contained in this Agreement (except with respect to a failure related to
a
Limited Exchange Act Reporting Obligation), which failure materially affects
the
rights of Certificateholders, that failure continues unremedied for a period
of
60 days after the date on which written notice of such failure shall have
been
given to the Master Servicer by the Trustee, the NIM Insurer or the Depositor,
or to the Master Servicer and the Trustee by the Holders of Certificates
evidencing not less than 25% of the Voting Rights evidenced by the
Certificates; provided, however, that the sixty-day cure period shall
not apply to the initial delivery of the Mortgage File for Delay Delivery
Mortgage Loans nor the failure to substitute or repurchase in lieu of delivery;
or
(iii) a
decree or order of a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a receiver or liquidator
in
any insolvency, readjustment of debt, marshalling of assets and liabilities
or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall
have been entered against the Master Servicer and such decree or order shall
have remained in force undischarged or unstayed for a period of 60 consecutive
days; or
(iv) the
Master Servicer shall consent to the appointment of a receiver or liquidator
in
any insolvency, readjustment of debt, marshalling of assets and liabilities
or
similar proceedings of or relating to the Master Servicer or all or
substantially all of the property of the Master Servicer; or
(v) the
Master Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of, or commence a
voluntary case under, any applicable insolvency or reorganization statute,
make
an assignment for the benefit of its creditors, or voluntarily suspend payment
of its obligations; or
(vi) the
Master Servicer shall fail to reimburse in full the Trustee within five days
of
the Master Servicer Advance Date for any Advance made by the Trustee pursuant
to
Section 4.01(b) together with accrued and unpaid interest.
If
an
Event of Default described in clauses (i) to (vi) of this Section shall occur,
then, and in each and every such case, so long as such Event of Default shall
not have been remedied, the Trustee may, or, if an Event of Default described
in
clauses (i) to (v) of this Section shall occur, then, and in each and every
such
case, so long as such Event of Default shall not have been remedied, at the
direction of either the NIM Insurer or the Holders of Certificates related
to
the affected Aggregate Loan Group evidencing not less than 66-2/3% of the
Voting
Rights evidenced by such Certificates, the Trustee shall, by notice in writing
to the Master Servicer (with a copy to each Rating Agency and the Depositor),
terminate all of the rights and obligations of the Master Servicer under
this
Agreement and in and to the Mortgage Loans and the proceeds thereof, other
than
its rights as a Certificateholder hereunder.
VII-1
In
addition, if during the period that the Depositor is required to file Exchange
Act Reports with respect to the Trust Fund, the Master Servicer shall fail
to
observe or perform any of the obligations that constitute a Limited Exchange
Act
Reporting Obligation or the obligations set forth in Section 3.16(a) or Section
11.07(a)(1) and (2), and such failure continues for the lesser of 10 calendar
days or such period in which the applicable Exchange Act Report can be filed
timely (without taking into account any extensions), so long as such failure
shall not have been remedied, the Trustee shall, but only at the direction
of
the Depositor, terminate all of the rights and obligations of the Master
Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder hereunder. The
Depositor shall not be entitled to terminate the rights and obligations of
the
Master Servicer if a failure of the Master Servicer to identify a Subcontractor
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB was attributable solely to the role or functions of such
Subcontractor with respect to mortgage loans other than the Mortgage
Loans.
On
and
after the receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer hereunder, whether with respect to the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee. The
Trustee shall thereupon make any Advance which the Master Servicer failed
to
make subject to Section 4.01 hereof whether or not the obligations of the
Master
Servicer have been terminated pursuant to this Section. The Trustee
is hereby authorized and empowered to execute and deliver, on behalf of the
Master Servicer, as attorney-in-fact or otherwise, any and all documents
and
other instruments, and to do or accomplish all other acts or things necessary
or
appropriate to effect the purposes of such notice of termination, whether
to
complete the transfer and endorsement or assignment of the Mortgage Loans
and
related documents, or otherwise. Unless expressly provided in such
written notice, no such termination shall affect any obligation of the Master
Servicer to pay amounts owed pursuant to Article VIII. The Master
Servicer agrees to cooperate with the Trustee in effecting the termination
of
the Master Servicer’s responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee of all cash amounts which shall at
the
time be credited to the Certificate Account, or thereafter be received with
respect to the Mortgage Loans.
Notwithstanding
any termination of the activities of the Master Servicer hereunder, the Master
Servicer shall be entitled to receive, out of any late collection of a Scheduled
Payment on a Mortgage Loan which was due prior to the notice terminating
such
Master Servicer’s rights and obligations as Master Servicer hereunder and
received after such notice, that portion thereof to which such Master Servicer
would have been entitled pursuant to Sections 3.08(a)(i) through (viii),
and any
other amounts payable to such Master Servicer hereunder the entitlement to
which
arose prior to the termination of its activities hereunder.
If
the
Master Servicer is terminated, the Trustee shall provide the Depositor in
writing and in form and substance reasonably satisfactory to the Depositor,
all
information reasonably requested by the Depositor in order to comply with
its
reporting obligation under Item 6.02 of Form 8-K with respect to a successor
master servicer in the event the Trustee should succeed to the duties of
the
Master Servicer as set forth herein.
VII-2
|
|
SECTION
7.02.
|
Trustee
to Act; Appointment of
Successor.
|
On
and
after the time the Master Servicer receives a notice of termination pursuant
to
Section 7.01 hereof, the Trustee shall, subject to and to the extent provided
in
Section 3.04, be the successor to the Master Servicer in its capacity as
master
servicer under this Agreement and the transactions set forth or provided
for
herein and shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Master Servicer by the terms and provisions
hereof and applicable law including the obligation to make Advances pursuant
to
Section 4.01. As compensation therefor, the Trustee shall be entitled
to all funds relating to the Mortgage Loans that the Master Servicer would
have
been entitled to charge to the Certificate Account or Distribution Account
if
the Master Servicer had continued to act hereunder. Notwithstanding
the foregoing, if the Trustee has become the successor to the Master Servicer
in
accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling
to so act, or shall, if it is prohibited by applicable law from making Advances
pursuant to Section 4.01 or if it is otherwise unable to so act, (i) appoint
any
established mortgage loan servicing institution reasonably acceptable to
the NIM
Insurer (as evidenced by the prior written consent of the NIM Insurer), or
(ii)
if it is unable for 60 days to appoint a successor servicer reasonably
acceptable to the NIM Insurer, petition a court of competent jurisdiction
to
appoint, any established mortgage loan servicing institution, the appointment
of
which does not adversely affect the then- current rating of the Certificates
(determined without regard to the Class 3-A-2 Policy) and the NIM Insurer
guaranteed notes (without giving any effect to any policy or guaranty provided
by the NIM Insurer), by each Rating Agency as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder. Any successor
to the Master Servicer shall be an institution which is a FNMA and FHLMC
approved seller/servicer in good standing, which has a net worth of at least
$15,000,000, and which is willing to service the Mortgage Loans and (i) executes
and delivers to the Depositor and the Trustee an agreement accepting such
delegation and assignment, which contains an assumption by such Person of
the
rights, powers, duties, responsibilities, obligations and liabilities of
the
Master Servicer (other than liabilities of the Master Servicer under Section
6.03 hereof incurred prior to termination of the Master Servicer under Section
7.01), with like effect as if originally named as a party to this Agreement;
and
provided further that each Rating Agency acknowledges that its rating of
the
Certificates in effect immediately prior to such assignment and delegation
will
not be qualified or reduced (determined without regard to the Class 3-A-2
Policy), as a result of such assignment and delegation and (ii) provides
to the
Depositor in writing fifteen days prior to the effective date of such
appointment and in form and substance reasonably satisfactory to the Depositor,
all information reasonably requested by the Depositor in order to comply
with
its reporting obligation under Item 6.02 of Form 8-K with respect to a
replacement master servicer. The Trustee shall provide written notice
to the Depositor of such successor pursuant to this Section. Pending
appointment of a successor to the Master Servicer hereunder, the Trustee,
unless
the Trustee is prohibited by law from so acting, shall, subject to Section
3.04
hereof, act in such capacity as hereinabove provided. In connection
with such appointment and assumption, the Trustee may make such arrangements
for
the compensation of such successor out of payments on Mortgage Loans as it
and
such successor shall agree; provided, however, that no such compensation
shall
be in excess of the Master Servicing Fee permitted to be paid to the Master
Servicer hereunder. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate
any
such succession. Neither the Trustee nor any other successor master
servicer shall be deemed to be in default hereunder by reason of any failure
to
make, or any delay in making, any distribution hereunder or any portion thereof
or any failure to perform, or any delay in performing, any duties or
responsibilities hereunder, in either case caused by the failure of the Master
Servicer to deliver or provide, or any delay in delivering or providing,
any
cash, information, documents or records to it.
Any
successor to the Master Servicer as master servicer shall give notice to
the NIM
Insurer and the Mortgagors of such change of servicer and shall, during the
term
of its service as master servicer maintain in force the policy or policies
that
the Master Servicer is required to maintain pursuant to Section
3.09.
VII-3
In
connection with the termination or resignation of the Master Servicer hereunder,
either (i) the successor Master Servicer, including the Trustee if the Trustee
is acting as successor Master Servicer, shall represent and warrant that
it is a
member of MERS in good standing and shall agree to comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the Mortgage Loans that are registered with MERS, or (ii) the predecessor
Master Servicer shall cooperate with the successor Master Servicer either
(x) in
causing MERS to execute and deliver an assignment of Mortgage in recordable
form
to transfer the Mortgage from MERS to the Trustee and to execute and deliver
such other notices, documents and other instruments as may be necessary or
desirable to effect a transfer of such Mortgage Loan or servicing of such
Mortgage Loan on the MERS® System to the successor Master Servicer or (y) in
causing MERS to designate on the MERS® System the successor Master Servicer as
the servicer of such Mortgage Loan. The predecessor Master Servicer
shall file or cause to be filed any such assignment in the appropriate recording
office. The successor Master Servicer shall cause such assignment to
be delivered to the Trustee promptly upon receipt of the original with evidence
of recording thereon or a copy certified by the public recording office in
which
such assignment was recorded.
|
|
SECTION
7.03.
|
Notification
to Certificateholders.
|
(a) Upon
any termination of or appointment of a successor to the Master Servicer,
the
Trustee shall give prompt written notice thereof to Certificateholders, the
Class 3-A-2 Insurer and to each Rating Agency.
(b) Within
60 days after the occurrence of any Event of Default, the Trustee shall transmit
by mail to all Certificateholders notice of each such Event of Default hereunder
known to the Trustee, unless such Event of Default shall have been cured
or
waived.
VII-4
ARTICLE
VIII
CONCERNING
THE TRUSTEE
|
|
SECTION
8.01.
|
Duties
of Trustee.
|
The
Trustee, prior to the occurrence of an Event of Default and after the curing
of
all Events of Default that may have occurred, shall undertake to perform
such
duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred and remains
uncured, the Trustee shall exercise such of the rights and powers vested
in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the
conduct
of such person’s own affairs.
The
Trustee, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee
that
are specifically required to be furnished pursuant to any provision of this
Agreement shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee shall not be responsible
for the accuracy or content of any such resolution, certificate, statement,
opinion, report, document, order or other instrument.
No
provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act
or its
own willful misconduct; provided, however, that:
(i) unless
an Event of Default known to the Trustee shall have occurred and be continuing,
the duties and obligations of the Trustee shall be determined solely by the
express provisions of this Agreement, the Trustee shall not be liable except
for
the performance of such duties and obligations as are specifically set forth
in
this Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and the Trustee may conclusively rely, as to
the
truth of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee and conforming
to the
requirements of this Agreement which it believed in good faith to be genuine
and
to have been duly executed by the proper authorities respecting any matters
arising hereunder;
(ii) the
Trustee shall not be liable for an error of judgment made in good faith by
a
Responsible Officer or Responsible Officers of the Trustee, unless it shall
be
finally proven that the Trustee was negligent in ascertaining the pertinent
facts;
(iii) the
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with the direction
of
Holders of Certificates evidencing not less than 25% of the Voting Rights
of
Certificates relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee under this Agreement; and
(iv) without
in any way limiting the provisions of this Section 8.01 or Section 8.02 hereof,
the Trustee shall be entitled to rely conclusively on the information delivered
to it by the Master Servicer in a Trustee Advance Notice in determining whether
it is required to make an Advance under Section 4.01(b), shall have no
responsibility to ascertain or confirm any information contained in any Trustee
Advance Notice, and shall have no obligation to make any Advance under Section
4.01(b) in the absence of a Trustee Advance Notice or actual knowledge of
a
Responsible Officer of the Trustee that (A) such Advance was not made by
the
Master Servicer and (B) such Advance is not a Nonrecoverable
Advance.
VIII-1
|
|
SECTION
8.02.
|
Certain
Matters Affecting the Trustee.
|
Except
as
otherwise provided in Section 8.01:
(i) the
Trustee may request and rely upon and shall be protected in acting or refraining
from acting upon any resolution, Officers’ Certificate, certificate of auditors
or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document believed
by
it to be genuine and to have been signed or presented by the proper party
or
parties and the Trustee shall have no responsibility to ascertain or confirm
the
genuineness of any signature of any such party or parties;
(ii) the
Trustee may consult with counsel, financial advisers or accountants and the
advice of any such counsel, financial advisers or accountants and any Opinion
of
Counsel shall be full and complete authorization and protection in respect
of
any action taken or suffered or omitted by it hereunder in good faith and
in
accordance with such Opinion of Counsel;
(iii) the
Trustee shall not be liable for any action taken, suffered or omitted by
it in
good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(iv) the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing so to do by the NIM Insurer or Holders of
Certificates evidencing not less than 25% of the Voting Rights allocated
to each
Class of Certificates;
(v) the
Trustee may execute any of the trusts or powers hereunder or perform any
duties
hereunder either directly or by or through agents, accountants or
attorneys;
(vi) the
Trustee shall not be required to risk or expend its own funds or otherwise
incur
any financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers hereunder if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
against
such risk or liability is not assured to it;
(vii) the
Trustee shall not be liable for any loss on any investment of funds pursuant
to
this Agreement (other than as issuer of the investment security);
(viii) the
Trustee shall not be deemed to have knowledge of an Event of Default until
a
Responsible Officer of the Trustee shall have received written notice thereof;
and
(ix) the
Trustee shall be under no obligation to exercise any of the trusts, rights
or
powers vested in it by this Agreement or to institute, conduct or defend
any
litigation hereunder or in relation hereto at the request, order or direction
of
the NIM Insurer or any of the Certificateholders, pursuant to the provisions
of
this Agreement, unless the NIM Insurer or such Certificateholders shall have
offered to the Trustee reasonable security or indemnity satisfactory to the
Trustee against the costs, expenses and liabilities which may be incurred
therein or thereby.
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|
SECTION
8.03.
|
Trustee
Not Liable for Certificates or Mortgage
Loans.
|
The
recitals contained herein and in the Certificates shall be taken as the
statements of the Depositor or a Seller, as the case may be, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Agreement or of
the
Certificates or of any Mortgage Loan or related document or of MERS or the
MERS
System other than with respect to the Trustee’s execution and counter-signature
of the Certificates. The Trustee shall not be accountable for the use
or application by the Depositor or the Master Servicer of any funds paid
to the
Depositor or the Master Servicer in respect of the Mortgage Loans or deposited
in or withdrawn from the Certificate Account by the Depositor or the Master
Servicer.
VIII-2
|
|
SECTION
8.04.
|
Trustee
May Own Certificates.
|
The
Trustee in its individual or any other capacity may become the owner or pledgee
of Certificates with the same rights as it would have if it were not the
Trustee.
|
|
SECTION
8.05.
|
Trustee’s
Fees and Expenses.
|
The
Trustee, as compensation for its activities hereunder, shall be entitled
to
withdraw from funds in the Distribution Account in respect of an Aggregate
Loan
Group on each Distribution Date an amount equal to the related Trustee Fee
for
such Distribution Date. The Trustee and any director, officer,
employee or agent of the Trustee shall be indemnified by the Master Servicer
and
held harmless against any loss, liability or expense (including reasonable
attorney’s fees) (i) incurred in connection with any claim or legal action
relating to (a) this Agreement, (b) the Certificates or (c) in connection
with
the performance of any of the Trustee’s duties hereunder, other than any loss,
liability or expense incurred by reason of willful misfeasance, bad faith
or
negligence in the performance of any of the Trustee’s duties hereunder or
incurred by reason of any action of the Trustee taken at the direction of
the
Certificateholders and (ii) resulting from any error in any tax or information
return prepared by the Master Servicer. Such indemnity shall survive
the termination of this Agreement or the resignation or removal of the Trustee
hereunder. Without limiting the foregoing, the Master Servicer
covenants and agrees, except as otherwise agreed upon in writing by the
Depositor and the Trustee, and except for any such expense, disbursement
or
advance as may arise from the Trustee’s negligence, bad faith or willful
misconduct, to pay or reimburse the Trustee, for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance
with
any of the provisions of this Agreement with respect to: (A) the
reasonable compensation and the expenses and disbursements of its counsel
not
associated with the closing of the issuance of the Certificates, (B) the
reasonable compensation, expenses and disbursements of any accountant, engineer
or appraiser that is not regularly employed by the Trustee, to the extent
that
the Trustee must engage such persons to perform acts or services hereunder
and
(C) printing and engraving expenses in connection with preparing any Definitive
Certificates. Except as otherwise provided herein, the Trustee shall
not be entitled to payment or reimbursement for any routine ongoing expenses
incurred by the Trustee in the ordinary course of its duties as Trustee,
Registrar, Tax Matters Person or Paying Agent hereunder or for any other
expenses.
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|
SECTION
8.06.
|
Eligibility
Requirements for Trustee.
|
The
Trustee hereunder shall at all times be a corporation or association organized
and doing business under the laws of a state or the United States of America,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000, subject to supervision or
examination by federal or state authority and with a credit rating which
would
not cause either of the Rating Agencies to reduce or withdraw their respective
then current ratings of the Certificates (determined without regard to the
Class
3-A-2 Policy) (or having provided such security from time to time as is
sufficient to avoid such reduction) as evidenced in writing by each Rating
Agency. If such corporation or association publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 8.06 the combined capital and surplus of such corporation or association
shall be deemed to be its combined capital and surplus as set forth in its
most
recent report of condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 8.06, the Trustee shall resign immediately in the manner and with
the
effect specified in Section 8.07 hereof. The entity serving as
Trustee may have normal banking and trust relationships with the Depositor
and
its affiliates or the Master Servicer and its affiliates; provided, however,
that such entity cannot be an affiliate of the Master Servicer other than
the
Trustee in its role as successor to the Master Servicer.
VIII-3
|
|
SECTION
8.07.
|
Resignation
and Removal of Trustee.
|
The
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice of resignation to the Depositor, the Master Servicer
and each Rating Agency not less than 60 days before the date specified in
such
notice when, subject to Section 8.08, such resignation is to take effect,
and
acceptance by a successor trustee in accordance with Section 8.08 meeting
the
qualifications set forth in Section 8.06. If no successor trustee
meeting such qualifications shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice or resignation,
the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
As
a
condition to the effectiveness of any such resignation, at least 15 calendar
days prior to the effective date of such resignation, the Trustee shall provide
(x) written notice to the Depositor of any successor pursuant to this Section
and (y) in writing and in form and substance reasonably satisfactory to the
Depositor, all information reasonably requested by the Depositor in order
to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect
to
the resignation of the Trustee.
If
at any
time (i) the Trustee shall cease to be eligible in accordance with the
provisions of Section 8.06 hereof and shall fail to resign after written
request
thereto by the NIM Insurer or the Depositor, (ii) the Trustee shall become
incapable of acting, or shall be adjudged as bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, (iii)
a
tax is imposed with respect to the Trust Fund by any state in which the Trustee
or the Trust Fund is located and the imposition of such tax would be avoided
by
the appointment of a different trustee, or (iv) during the period that the
Depositor is required to file Exchange Act Reports with respect to the Trust
Fund, the Trustee fails to comply with its obligations under the last sentence
of Section 7.01, in the preceding paragraph, Section 8.09 or Article XI and
such
failure is not remedied within the lesser of 10 calendar days or such period
in
which the applicable Exchange Act Report can be filed timely (without taking
into account any extensions), then, in the case of clauses (i) through (iii),
the Depositor, the NIM Insurer or the Master Servicer, and in the case of
clause
(iv), the Depositor, may remove the Trustee and appoint a successor trustee,
reasonably acceptable to the NIM Insurer, by written instrument, in triplicate,
one copy of which instrument shall be delivered to the Trustee, one copy
of
which shall be delivered to the Master Servicer, one copy of which shall
be
delivered to the NIM Insurer and one copy of which shall be delivered to
the
successor trustee.
The
Holders of Certificates entitled to at least 51% of the Voting Rights may
at any
time remove the Trustee and appoint a successor trustee by written instrument
or
instruments, in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered
by the
successor Trustee to the Master Servicer, one complete set to the Trustee
so
removed, one complete set to the NIM Insurer, one complete set to the successor
so appointed and one complete set to the Depositor, together with a written
description of the basis of such removal. Notice of any removal of
the Trustee shall be given to each Rating Agency by the successor
trustee.
VIII-4
Any
resignation or removal of the Trustee and appointment of a successor trustee
pursuant to any of the provisions of this Section 8.07 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
8.08 hereof.
|
|
SECTION
8.08.
|
Successor
Trustee.
|
Any
successor trustee appointed as provided in Section 8.07 hereof shall execute,
acknowledge and deliver to the Depositor and to its predecessor trustee and
the
Master Servicer an instrument accepting such appointment hereunder and thereupon
the resignation or removal of the predecessor trustee shall become effective
and
such successor trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of
its
predecessor hereunder, with the like effect as if originally named as trustee
herein. The Depositor, the Master Servicer and the predecessor trustee shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
trustee all such rights, powers, duties, and obligations.
No
successor trustee shall accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 8.06 hereof, is reasonably acceptable to
the NIM
Insurer, its appointment shall not adversely affect the then- current ratings
of
the Certificates (without regard t the Class 3-A-2 Policy) and such successor
trustee has provided to the Depositor in writing and in form and substance
reasonably satisfactory to the Depositor, all information reasonably requested
by the Depositor in order to comply with its reporting obligation under Item
6.02 of Form 8-K with respect to a replacement Trustee.
Upon
acceptance of appointment by a successor trustee as provided in this Section
8.08, the Depositor shall mail notice of the succession of such trustee
hereunder to the NIM Insurer, the Class 3-A-2 Insurer and all Holders of
Certificates. If the Depositor fails to mail such notice within 10
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the
Depositor.
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|
SECTION
8.09.
|
Merger
or Consolidation of Trustee.
|
Any
corporation into which the Trustee may be merged or converted or with which
it
may be consolidated or any corporation resulting from any merger, conversion
or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the business of the Trustee, shall be the successor of the
Trustee
hereunder, provided that such corporation shall be eligible under the provisions
of Section 8.06 hereof without the execution or filing of any paper or further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
As
a
condition to the effectiveness of any merger or consolidation, at least 15
calendar days prior to the effective date of any merger or consolidation
of the
Trustee, the Trustee shall provide (x) written notice to the Depositor of
any
successor pursuant to this Section and (y) in writing and in form and substance
reasonably satisfactory to the Depositor, all information reasonably requested
by the Depositor in order to comply with its reporting obligation under Item
6.02 of Form 8-K with respect to a replacement Trustee.
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|
SECTION
8.10.
|
Appointment
of Co-Trustee or Separate
Trustee.
|
Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust
Fund
or property securing any Mortgage Note may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee and reasonably acceptable to the NIM Insurer to act as co-trustee
or
co-trustees jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Trust Fund, and to vest in such Person or Persons,
in
such capacity and for the benefit of the Certificateholders and the Class
3-A-2
Insurer, such title to the Trust Fund or any part thereof, whichever is
applicable, and, subject to the other provisions of this Section 8.10, such
powers, duties, obligations, rights and trusts as the Master Servicer and
the
Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt
by it
of a request to do so, or in the case an Event of Default shall have occurred
and be continuing, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
8.06 and no notice to Certificateholders of the appointment of any co-trustee
or
separate trustee shall be required under Section 8.08.
VIII-5
Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:
(i) To
the extent necessary to effectuate the purposes of this Section 8.10, all
rights, powers, duties and obligations conferred or imposed upon the Trustee,
except for the obligation of the Trustee under this Agreement to advance
funds
on behalf of the Master Servicer, shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly (it being understood that such separate trustee or co-trustee is
not
authorized to act separately without the Trustee joining in such act), except
to
the extent that under any law of any jurisdiction in which any particular
act or
acts are to be performed (whether as Trustee hereunder or as successor to
the
Master Servicer hereunder), the Trustee shall be incompetent or unqualified
to
perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the applicable Trust Fund
or any
portion thereof in any such jurisdiction) shall be exercised and performed
singly by such separate trustee or co-trustee, but solely at the direction
of
the Trustee;
(ii) No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder and such appointment shall not, and
shall not be deemed to, constitute any such separate trustee or co-trustee
as
agent of the Trustee;
(iii) The
Trustee may at any time accept the resignation of or remove any separate
trustee
or co-trustee; and
(iv) The
Master Servicer, and not the Trustee, shall be liable for the payment of
reasonable compensation, reimbursement and indemnification to any such separate
trustee or co-trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to
have
been given to each of the separate trustees and co-trustees, when and as
effectively as if given to each of them. Every instrument appointing
any separate trustee or co-trustee shall refer to this Agreement and the
conditions of this Article VIII. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested
with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject
to
all the provisions of this Agreement, specifically including every provision
of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be
filed with the Trustee and a copy thereof given to the Master Servicer and
the
Depositor.
Any
separate trustee or co-trustee may, at any time, constitute the Trustee its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by
the
Trustee, to the extent permitted by law, without the appointment of a new
or
successor trustee.
VIII-6
|
|
SECTION
8.11.
|
Tax
Matters.
|
It
is
intended that the assets with respect to which any REMIC election is to be
made,
as set forth in the Preliminary Statement, shall constitute, and that the
conduct of matters relating to such assets shall be such as to qualify such
assets as, a “real estate mortgage investment conduit” as defined in and in
accordance with the REMIC Provisions. In furtherance of such
intention, the Trustee covenants and agrees that it shall act as agent (and
the
Trustee is hereby appointed to act as agent) on behalf of any such REMIC
and
that in such capacity it shall: (a) prepare and file, or cause to be
prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment
Conduit Income Tax Return (Form 1066 or any successor form adopted by the
Internal Revenue Service) and prepare and file or cause to be prepared and
filed
with the Internal Revenue Service and applicable state or local tax authorities
income tax or information returns for each taxable year with respect to any
such
REMIC, containing such information and at the times and in the manner as
may be
required by the Code or state or local tax laws, regulations, or rules, and
furnish or cause to be furnished to Certificateholders the schedules, statements
or information at such times and in such manner as may be required thereby;
(b)
within thirty days of the Closing Date, furnish or cause to be furnished
to the
Internal Revenue Service, on Forms 8811 or as otherwise may be required by
the
Code, the name, title, address, and telephone number of the person that the
holders of the Certificates may contact for tax information relating thereto,
together with such additional information as may be required by such Form,
and
update such information at the time or times in the manner required by the
Code;
(c) make or cause to be made elections that such assets be treated as a REMIC
on
the federal tax return for its first taxable year (and, if necessary, under
applicable state law); (d) prepare and forward, or cause to be prepared and
forwarded, to the Certificateholders and to the Internal Revenue Service
and, if
necessary, state tax authorities, all information returns and reports as
and
when required to be provided to them in accordance with the REMIC Provisions,
including without limitation, the calculation of any original issue discount
using the Prepayment Assumption; (e) provide information necessary for the
computation of tax imposed on the transfer of a Residual Certificate to a
Person
that is not a Permitted Transferee, or an agent (including a broker, nominee
or
other middleman) of a Non-Permitted Transferee, or a pass-through entity
in
which a Non-Permitted Transferee is the record holder of an interest (the
reasonable cost of computing and furnishing such information may be charged
to
the Person liable for such tax); (f) to the extent that they are under its
control conduct matters relating to such assets at all times that any
Certificates are outstanding so as to maintain the status as a REMIC under
the
REMIC Provisions; (g) not knowingly or intentionally take any action or omit
to
take any action that would cause the termination of the tax status of any
REMIC;
(h) pay, from the sources specified in the third paragraph of this Section
8.11,
the amount of any federal or state tax, including prohibited transaction
taxes
as described below, imposed on any such REMIC prior to its termination when
and
as the same shall be due and payable (but such obligation shall not prevent
the
Trustee or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Trustee from withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings); (i) ensure that federal, state or local income tax or information
returns shall be signed by the Trustee or such other person as may be required
to sign such returns by the Code or state or local laws, regulations or rules;
(j) maintain records relating to any such REMIC, including but not limited
to
the income, expenses, assets and liabilities thereof and the fair market
value
and adjusted basis of the assets determined at such intervals as may be required
by the Code, as may be necessary to prepare the foregoing returns, schedules,
statements or information; and (k) as and when necessary and appropriate,
represent any such REMIC in any administrative or judicial proceedings relating
to an examination or audit by any governmental taxing authority, request
an
administrative adjustment as to any taxable year of any such REMIC, enter
into
settlement agreements with any governmental taxing agency, extend any statute
of
limitations relating to any tax item of any such REMIC, and otherwise act
on
behalf of any such REMIC in relation to any tax matter or controversy involving
it.
VIII-7
In
order
to enable the Trustee to perform its duties as set forth herein, the Depositor
shall provide, or cause to be provided, to the Trustee within ten (10) days
after the Closing Date all information or data that the Trustee requests
in
writing and determines to be relevant for tax purposes to the valuations
and
offering prices of the Certificates, including, without limitation, the price,
yield, prepayment assumption and projected cash flows of the Certificates
and
the Mortgage Loans. Thereafter, the Depositor shall provide to the
Trustee promptly upon written request therefor, any such additional information
or data that the Trustee may, from time to time, reasonably request in order
to
enable the Trustee to perform its duties as set forth herein. The
Depositor hereby indemnifies the Trustee for any losses, liabilities, damages,
claims or expenses of the Trustee arising from any errors or miscalculations
of
the Trustee that result from any failure of the Depositor to provide, or
to
cause to be provided, accurate information or data to the Trustee on a timely
basis.
In
the
event that any tax is imposed on “prohibited transactions” of any REMIC
hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
foreclosure property” of such REMIC as defined in Section 860G(c) of the Code,
on any contribution to any REMIC hereunder after the Startup Day pursuant
to
Section 860G(d) of the Code, or any other tax is imposed, including, without
limitation, any minimum tax imposed upon any REMIC hereunder pursuant to
Sections 23153 and 24874 of the California Revenue and Taxation Code, if
not
paid as otherwise provided for herein, such tax shall be paid by (i) the
Trustee, if any such other tax arises out of or results from a breach by
the
Trustee of any of its obligations under this Agreement, (ii) the Master
Servicer, in the case of any such minimum tax, or if such tax arises out
of or
results from a breach by the Master Servicer or a Seller of any of their
obligations under this Agreement, (iii) any Seller, if any such tax arises
out
of or results from that Seller’s obligation to repurchase a Mortgage Loan
pursuant to Section 2.02 or 2.03 or (iv) in all other cases, or in the event
that the Trustee, the Master Servicer or any Seller fails to honor its
obligations under the preceding clauses (i),(ii) or (iii), any such tax will
be
paid with amounts otherwise to be distributed to the Certificateholders,
as
provided in Section 3.08(b).
The
Trustee shall treat the Corridor Contract Reserve Fund as an outside reserve
fund within the meaning of Treasury Regulation 1.860G-2(h) that is owned
by the
Underwriter, and that is not an asset of the Trust Fund or any REMIC created
hereunder. The Trustee shall treat the rights of the Holders of each
Class of Covered Certificates to receive payments from the Corridor Contract
Reserve Fund as rights in an interest rate corridor contract written by the
Corridor Contract Counterparty. Thus, each Class of Covered
Certificates shall be treated as representing ownership of not only a Master
REMIC regular interest, but also ownership of an interest in an interest
rate
corridor contract. For purposes of determining the issue price of the
Master REMIC regular interest, the Trustee shall assume that the Class 2-A-1
Corridor Contract and the Class 2-A-6 Corridor Contract entered into by the
applicable Corridor Contract Counterparty have values of $26,500 and $57,500,
respectively.
The
Trustee shall treat the Carryover Reserve Fund as an outside reserve fund
within
the meaning of Treasury Regulation 1.860G-2(h), which is not an asset of
any
REMIC created hereunder. The Carryover Reserve Fund shall be treated
as owned by the Holders of the Class 3-C Certificates. The Trustee
shall treat the rights of the Holders of the Group II Certificates and the
Class
3-C Certificates to receive payments from the Carryover Reserve Fund as rights
and obligations with respect to notional principal contracts written by the
Holders of the Class 3-C Certificates in respect of any Net Rate Carryover
distributed pursuant to Section 4.04(c)(iv) herein. Thus, the Group
II Certificates and the Class 3-C Certificates shall be treated as representing
ownership of Master REMIC regular interests coupled with contractual rights
and
obligations within the meaning of Treasury Regulation
1.860G-2(i). The trustee shall treat any amount payable to a Class
3-C Certificateholder as first deposited in the Carryover Reserve
Fund.
VIII-8
Solely
for income tax purposes, any differences in the distributions to a
Certificateholder (positive or negative) that would result from the application
of the Strip REMIC Cap rather than the Net Rate Cap shall be treated by the
Trustee as reconciled among the Certificates by swap payments made pursuant
to
notional principal contracts entered into among the
Certificateholders.
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|
SECTION
8.12.
|
Monitoring
of Significance Percentage.
|
With
respect to each Distribution Date, the Trustee shall calculate the “significance
percentage” (as defined in Item 1115 of Regulation AB) of each derivative
instrument, if any, based on the aggregate Class Certificate Balance of the
related Classes of Covered Certificates for such derivative instrument and
Distribution Date (after all distributions to be made thereon on such
Distribution Date) and based on the methodology provided in writing by or
on
behalf of Countrywide no later than the fifth Business Day preceding such
Distribution Date. On each Distribution Date, the Trustee shall
provide to Countrywide a written report (which written report may include
similar information with respect to other derivative instruments relating
to
securitization transactions sponsored by Countrywide) specifying the
“significance percentage” of each derivative instrument, if any, for that
Distribution Date. If the “significance percentage” of any derivative
instrument exceeds 7.0% with respect to any Distribution Date, the Trustee
shall
make a separate notation thereof in the written report described in the
preceding sentence. Such written report may contain such assumptions
and disclaimers as are deemed necessary and appropriate by the
Trustee.
VIII-9
ARTICLE
IX
TERMINATION
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|
SECTION
9.01.
|
Termination
upon Liquidation or Purchase of all Mortgage
Loans.
|
(a) Aggregate
Loan Group I Optional Termination. Subject to Section 9.03, the
obligations and responsibilities of the Depositor, the Sellers, the Master
Servicer and the Trustee created hereby with respect to Aggregate Loan Group
I
shall terminate upon the earlier of (a) the purchase by the Master Servicer
of
all Mortgage Loans (and REO Properties) remaining in Aggregate Loan Group
I at
the price equal to the sum of (i) 100% of the Stated Principal Balance of
each
Mortgage Loan in Aggregate Loan Group I plus one month’s accrued interest
thereon at the applicable Adjusted Mortgage Rate, (ii) the lesser of (x)
the
appraised value of any REO Property in Aggregate Loan Group I as determined
by
the higher of two appraisals completed by two independent appraisers selected
by
the Master Servicer at the expense of the Master Servicer and (y) the Stated
Principal Balance of each Mortgage Loan related to any REO Property in Aggregate
Loan Group I, and (iii) any remaining unpaid costs and damages incurred by
the
Trust Fund that arises out of an actual violation of any predatory or abusive
lending law that also constitutes an actual breach of clause (48) on Schedule
III-A, in all cases plus accrued and unpaid interest thereon at the applicable
Adjusted Mortgage Rate and (b) the later of (i) the maturity or other
liquidation (or any Advance with respect thereto) of the last Mortgage Loan
remaining in Aggregate Loan Group I and the disposition of all REO Property
in
Aggregate Loan Group I and (ii) the distribution to the Holders of the Group
I
Certificates of all amounts required to be distributed to them pursuant to
this
Agreement. In no event shall the trusts created hereby in respect of
Aggregate Loan Group I continue beyond the earlier of (i) the expiration
of 21
years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx,
the late Ambassador of the United States to the Court of St. James’s, living on
the date hereof and (ii) the Latest Possible Maturity Date.
The
Master Servicer shall have the right to purchase all Mortgage Loans and REO
Properties in Aggregate Loan Group I pursuant to the preceding paragraph
of this
Section 9.01(a) only on or after the Aggregate Loan Group I Optional Termination
Date.
(b) Aggregate
Loan Group II Optional Termination. Subject to Section 9.03 and
Section 9.04, the obligations and responsibilities of the Depositor, the
Sellers, the Master Servicer and the Trustee created hereby with respect
to
Aggregate Loan Group II shall terminate upon the earliest of (a) the purchase
by
the Master Servicer or NIM Insurer (the party exercising such purchase option,
the “Terminator”) of all of the Mortgage Loans (and REO Properties) in Aggregate
Loan Group II at a price (the “Termination Price”) equal to the sum of (i) 100%
of the Stated Principal Balance of each Mortgage Loan (other than in respect
of
an REO Property) in Aggregate Loan Group II, (ii) accrued interest thereon
at
the applicable Mortgage Rate (or, if such repurchase is effected by the Master
Servicer, at the applicable Adjusted Mortgage Rate), (iii) the appraised
value
of any REO Property (up to the Stated Principal Balance of the related Mortgage
Loan) in Aggregate Loan Group II, such appraisal to be conducted by an appraiser
mutually agreed upon by the Terminator and the Trustee and (iv) plus, if
the
Terminator is the NIM Insurer, any unreimbursed Servicing Advances, and the
principal portion of any unreimbursed Advances, made on the Mortgage Loans
in
Aggregate Loan Group II prior to the exercise of such repurchase, (b) the
purchase by the Winning Bidder of all of the Mortgage Loans (and REO Properties)
remaining in Aggregate Loan Group II after a Successful Auction is conducted
pursuant to Section 9.04 and the related auction proceeds are distributed
pursuant to Section 9.02(c) and (c) the later of (i) the maturity or other
liquidation (or any Advance with respect thereto) of the last Mortgage Loan
remaining in Aggregate Loan Group II and the disposition of all REO Property
and
(ii) the distribution to the Holders of the Group II Certificates of all
amounts
required to be distributed to them pursuant to this Agreement, as
applicable. In no event shall the trusts created hereby in respect of
Aggregate Loan Group II continue beyond the earlier of (i) the expiration
of 21
years from the death of the last survivor of the descendants of Xxxxxx X.
Xxxxxxx, the late Ambassador of the United States to the Court of St. James’s,
living on the date hereof and (ii) the Latest Possible Maturity
Date.
IX-1
The
right
to purchase all Mortgage Loans and REO Properties in Aggregate Loan Group
II by
the Terminator pursuant to clause (a) of the immediately preceding paragraph
shall be conditioned upon (1) the aggregate Stated Principal Balance of the
Mortgage Loans in Aggregate Loan Group II being less than or equal to 10%
of the
sum of (i) the aggregate Stated Principal Balance of the Mortgage Loans in
Aggregate Loan Group II as of the Initial Cut-off Date and (ii) the Pre-Funded
Amount with respect to Loan Group 3, if any and (2) unless the NIM Insurer
otherwise consents, the purchase price for such Mortgage Loans and REO
Properties shall result in a final distribution on any NIM Insurer guaranteed
notes that is sufficient (x) to pay such notes in full and (y) to pay any
amounts due and payable to the NIM Insurer pursuant to the indenture related
to
such notes.
The
preceding notwithstanding, on any Distribution Date on which each of the
Master
Servicer and the NIM Insurer shall have the option to purchase all the Mortgage
Loans (and REO Properties) remaining in Aggregate Loan Group II pursuant
to this
Section 9.01, the NIM Insurer’s purchase option shall require the prior written
consent of the Master Servicer.
Notwithstanding
the foregoing, the Directing Certificateholder may request an auction or
the
Terminator may purchase the remaining assets in Aggregate Loan Group II only
if
either (a) any such auction or purchase, as applicable, will not result in
a
draw upon the Class 3-A-2 Policy or (b) the Directing Certificateholder or
the
Terminator, as applicable, obtains the written consent of the Class 3-A-2
Insurer.
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|
SECTION
9.02.
|
Final
Distribution on the
Certificates.
|
(a) Timing
of Notice of Final Distribution, Auction or Optional
Termination.
(i) If
on any Determination Date, the Master Servicer determines that there are
no
Outstanding Mortgage Loans and no other funds or assets in an Aggregate Loan
Group other than the related funds in the Certificate Account, then the Master
Servicer shall direct the Trustee promptly to send a final distribution notice
to each Holder of the related Classes of Certificates in accordance with
Section
9.02(b). In the event such notice is given, the Master Servicer shall
cause all funds in the Certificate Account related to such Aggregate Loan
Group
to be remitted to the Trustee for deposit in the Distribution Account on
or
before the Business Day prior to the applicable Distribution Date in an amount
equal to the final distribution in respect of the related Certificates net
of
any amounts permitted to be withdrawn pursuant to Section
3.08(a). Upon such final deposit with respect to an Aggregate Loan
Group and the receipt by the Trustee of a Request for Release therefor, the
Trustee shall promptly release to the Master Servicer the Mortgage Files
for the
Mortgage Loans in such Aggregate Loan Group.
(ii) With
respect to Aggregate Loan Group II, If the Directing Certificateholder chooses
to exercise its right to cause an auction pursuant to Section 9.04, then
the
Directing Certificateholder shall provide written notice to the Master Servicer
and the Class 3-A-2 Insurer no later than the 1st day of the calendar month
in
which such auction is to be conducted. If a Successful Auction is
held pursuant to the requirements of Section 9.04, then the Trustee shall
distribute the proceeds of the Successful Auction that have been remitted
to the
Distribution Account to the Holders of the related Classes of Certificates
and
the Class 3-A-2 Insurer pursuant to Sections 4.04 and 9.04 hereof on the
Distribution Date in the calendar month immediately following the calendar
month
in which the Successful Auction occurs.
IX-2
(iii) If
the Master Servicer, with respect to Aggregate Loan Group I, or if, with
respect
to Aggregate Loan Group II, the Directing Certificateholder does not exercise
its right to cause an auction pursuant to Section 9.04 and the Terminator
(after
prior written notice to the Master Servicer if the Terminator is the NIM
Insurer) elects to terminate the respective Aggregate Loan Group pursuant
to
Section 9.01, then at least 20 days prior to the date notice is to be mailed
to
the related Certificateholders in accordance with Section 9.02(b), the Master
Servicer with respect to Aggregate Loan Group I or the Terminator with respect
to Aggregate Loan Group II shall notify the Depositor, and the Class 3-A-2
Insurer and the Trustee of (a) its election to terminate the respective
Aggregate Loan Group, (b) the Distribution Date on which it intends to terminate
such Aggregate Loan Group pursuant to Section 9.01 and (c) the applicable
purchase price of the Mortgage Loans and REO Properties in such Aggregate
Loan
Group. In the event such notice is given, the Terminator shall remit to the
Master Servicer, on or before the Business Day prior to the final Distribution
Date, for deposit into the Certificate Account, the Termination
Price. The Master Servicer shall cause all funds in the Certificate
Account, including the Termination Price, net of any amounts permitted to
be
withdrawn pursuant to Section 3.08(a), to be remitted to the Trustee for
deposit
in the Distribution Account on or before the Business Day prior to the
applicable Distribution Date. Upon such final deposit with respect to
an Aggregate Loan Group and the receipt by the Trustee of a Request for Release
therefor, the Trustee shall promptly release to the Master Servicer the Mortgage
Files for the Mortgage Loans in such Aggregate Loan Group.
(b) Timing
of Notice to Certificateholders of Termination. Notice of any
termination of an Aggregate Loan Group (whether because of a Successful Auction,
Optional Termination or otherwise), specifying the Distribution Date on which
the related Certificateholders may surrender their Certificates for payment
of
the final distribution and cancellation, shall be given promptly by the Trustee
by letter to the related Certificateholders mailed not earlier than the 10th
day
and no later than the 15th day of the month next preceding the month of such
final distribution. Any such notice shall specify (i) the
Distribution Date upon which final distribution on the related Classes of
Certificates will be made upon presentation and surrender of such Certificates
at the office therein designated, (ii) the amount of such final distribution,
(iii) the location of the office or agency at which such presentation and
surrender must be made, and (iv) that the Record Date otherwise applicable
to
such Distribution Date is not applicable, distributions being made only upon
presentation and surrender of such Certificates at the office therein
specified. The Master Servicer will give such notice to each Rating
Agency and, with respect to Aggregate Loan Group II, the Class 3-A-2 Insurer
at
the time such notice is given to Certificateholders.
(c) Upon
presentation and surrender of the Certificates related to an Aggregate Loan
Group, the Trustee shall cause to be distributed to the related
Certificateholders of each such Class in proportion to their respective
Percentage Interests, with respect to Certificateholders of the same Class,
an
amount equal to (i) as to each Class of Regular Certificates, the
Certificate Balance thereof plus (a) accrued interest thereon (or on their
Notional Amount, if applicable) in the case of an interest bearing Certificate
and (b) any Class PO Deferred Amounts in the case of any Class PO
Certificates, and (ii) as to the Residual Certificates, the amount, if any,
which remains on deposit in the Distribution Account (other than the amounts
retained to meet claims) after application pursuant to clause (i)
above. Notwithstanding the reduction of the Class Certificate Balance
of any Class of Certificates to zero, such Class will be outstanding hereunder
(solely for the purpose of receiving distributions and not for any other
purpose) until the termination of the respective obligations and
responsibilities of the Depositor, each Seller, the Master Servicer and the
Trustee hereunder in accordance with Article IX.
IX-3
(d) In
the event that any affected Certificateholders shall not surrender Certificates
related to an Aggregate Loan Group for cancellation within six months after
the
date specified in the above mentioned written notice, the Trustee shall give
a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice, all the
applicable Certificates shall not have been surrendered for cancellation,
the
Trustee may take appropriate steps, or may appoint an agent to take appropriate
steps, to contact the remaining Certificateholders concerning surrender of
their
Certificates, and the cost thereof shall be paid out of the funds and other
assets which remain a part of such Aggregate Loan Group. If within
one year after the second notice all Certificates shall not have been
surrendered for cancellation, the related Class of Residual Certificates
shall
be entitled to all unclaimed funds and other assets of the Aggregate Loan
Group
which remain subject hereto.
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|
SECTION
9.03.
|
Additional
Termination Requirements.
|
(a) In
the event the Master Servicer or the Terminator, as applicable, exercises
its
purchase option as provided in Section 9.01 or there is a Successful Auction
pursuant to Section 9.04, an Aggregate Loan Group shall be terminated in
accordance with the following additional requirements, unless the Trustee
has
been supplied with an Opinion of Counsel, at the expense of the Master Servicer
or the Terminator (or the Directing Certificateholder, in the case of a
Successful Auction), as applicable, to the effect that the failure to comply
with the requirements of this Section 9.03 will not (i) result in the imposition
of taxes on “prohibited transactions” on any REMIC as defined in section 860F of
the Code, or (ii) cause any REMIC created hereunder to fail to qualify as
a
REMIC at any time that any Certificates are outstanding:
(1) The
Master Servicer shall establish a 90-day liquidation period and notify the
Trustee thereof, which shall in turn specify the first day of such period
in a
statement attached to the Trust Fund’s final Tax Return pursuant to Treasury
Regulation Section 1.860F-1. Within 90 days prior to the final
Distribution Date set forth in the notice given by the Master Servicer under
Section 9.02, the Master Servicer shall prepare and the Trustee, at the expense
of the “tax matters person,” shall adopt a plan of complete liquidation and
shall otherwise satisfy all the requirements of a qualified liquidation under
Section 860F of the Code and any regulations thereunder, as evidenced by
an
Opinion of Counsel delivered to the Trustee and the Depositor obtained at
the
expense of the Master Servicer or the Terminator (or the Directing
Certificateholder, in the case of a Successful Auction), as applicable;
and
(2) Within
90 days after the time of adoption of such a plan of complete liquidation,
the
Trustee shall sell all of the assets of such Aggregate Loan Group to the
Master
Servicer or the Terminator (or the Winning Bidder in the case of a Successful
Auction), as applicable, for cash in accordance with Section 9.01 and, if
applicable, Section 9.04.
(b) The
Trustee, as agent for any REMIC created hereunder, hereby agrees to adopt
and
sign such a plan of complete liquidation upon the written request of the
Master
Servicer, and the receipt of the Opinion of Counsel referred to in Section
9.03(a)(1) and to take such other action in connection therewith as may be
reasonably requested by the Master Servicer, the Terminator or the Directing
Certificateholder, as applicable.
(c) By
their acceptance of the Certificates, the Holders thereof hereby authorize
the
Master Servicer to prepare and the Trustee to adopt and sign a plan of complete
liquidation.
IX-4
(d) The
Supplemental Interest Trust shall terminate on the earliest of (i) the latest
Corridor Contract Scheduled Termination Date, (ii) the date on which the
aggregate Class Certificate Balance of the Covered Certificates is reduced
to
zero and (iii) the termination of this Agreement.
(e) The
ES Trust shall terminate automatically upon termination of Aggregate Loan
Group
I.
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|
SECTION
9.04.
|
Auction
of the Mortgage Loans and REO Properties in Aggregate Loan Group
II.
|
(a) On
or after the Aggregate Loan Group II Optional Termination Date, the Holder
of
the largest Percentage Interest in the Class 3-C Certificates (the “Directing
Certificateholder”), at its option, may by written instruction direct the
Trustee to solicit bids in a commercially reasonable manner from Qualified
Bidders for the purchase of the Mortgage Loans and any REO Properties in
Aggregate Loan Group II. The Directing Certificateholder shall
provide written notice to the Master Servicer as provided in Section
9.02(a)(ii). Any such direction by the Directing Certificateholder
shall (i) be made in writing and (ii) include contact information for the
Directing Certificateholder. Upon receipt of any direction from the
Directing Certificateholder meeting the requirements of the immediately
preceding sentence, the Trustee shall commence the auction process described
in
this Section 9.04. The Trustee may engage a financial advisor, which
financial advisor may be Countrywide or one of its affiliates, in order to
perform any of the duties of the Trustee specified in Section
9.04. To effectuate such sale, the Trustee (or such financial
advisor) shall follow the procedures specified in Section 9.04(b)
below. The Trustee shall facilitate the sale of the assets in
Aggregate Loan Group II to the Winning Bidder so long as the Trustee (or
any
financial advisor on its behalf) has received at least three bids from Qualified
Bidders and at least one such bid is at least equal to the Acceptable Bid
Amount. In the event the auction is not a Successful Auction, the
Trustee shall repeat this process as directed by the Directing Certificateholder
until a Successful Auction is conducted or the Terminator purchases all of
the
Mortgage Loans and REO Properties pursuant to Section 9.01. The
Trustee shall be reimbursed for its reasonable costs, including expenses
associated with engaging any financial advisor, from the Directing
Certificateholder if the auction is not a Successful Auction, and, if the
auction is a Successful Auction, from the proceeds of the auction before
the
proceeds are distributed to Certificateholders.
The
Trustee, upon inquiry from the Master Servicer, agrees to provide the Master
Servicer with the Percentage Interest of Class 3-C Certificates held by the
Directing Certificateholder.
If
Countrywide or any of its affiliates is the Directing Certificateholder,
such
Directing Certificateholder shall not have the right to direct the Trustee
to
solicit bids for the purchase of the Mortgage Loans and any REO Properties
in
Aggregate Loan Group II.
(b) The
Trustee (or any financial advisor on its behalf) shall solicit bids for the
purchase of assets in Aggregate Loan Group II as provided in Section 9.04(a)
not
later than two Business Days following receipt of the Directing
Certificateholder’s written instruction by contacting by telephone or in writing
at least three Qualified Bidders and requesting that each Qualified Bidder
bid
on the Mortgage Loans and REO Properties owned by the Trust Fund (on a
non-recourse basis with no representations or warranties of any nature
whatsoever made by the Trustee (or such financial advisor)) and providing
to the
Qualified Bidder any information relating to the Mortgage Loans and REO
Properties in Aggregate Loan Group II reasonably requested by such Qualified
Bidder, subject to the Qualified Bidder’s written agreement not to use such
information in the purchase or sale of Certificates (it being understood
no
Qualified Bidder shall be obligated to submit a bid or take any other action
in
connection with any auction). The Master Servicer shall cooperate
with the Trustee (and any financial advisor on its behalf) during the auction
process. At 1:00 p.m. New York time on the second Business Day after
the date on which bids are last solicited (such second day, the “Bid
Determination Date”), the Trustee (or any financial advisor on its behalf) shall
determine the highest bid based on the bids received by the Trustee (or any
financial advisor on its behalf) on or before such time.
IX-5
(c) If
the highest of the bids that are submitted by Qualified Bidders is less than
the
Minimum Auction Amount, then the Trustee shall promptly inform the Directing
Certificateholder of the amount of the shortfall and indicate that the Directing
Certificateholder must notify the Trustee within 24 hours whether it will
contribute the amount of such difference (such difference being the “Auction
Supplement Amount”) so that the auction will be a Successful
Auction. If the highest of the bids that are submitted by Qualified
Bidders is equal to or greater than the Minimum Auction Amount, or if the
Directing Certificateholder notifies the Trustee within 24 hours of its receipt
of notice as described in the previous sentence that it will contribute the
Auction Supplement Amount, then the Trustee (or any financial advisor on
its
behalf) shall notify promptly (but in any event no later than 3:00 p.m. New
York
time on the Business Day following the Bid Determination Date) the Winning
Bidder that its bid was the highest bid and shall provide wiring instructions
for payment of the bid amount into the Certificate Account by 12:00 p.m.
New
York time on the second Business Day following the Bid Determination Date
and,
if applicable, provide the Directing Certificateholder with wiring instructions
for payment of the Auction Supplement Amount into the Certificate Account
by
such time.
(d) If
such Winning Bidder does not wire the bid amount so that it is received in
the
Certificate Account in immediately available funds by 12:00 p.m. New York
time
on the second Business Day following the Bid Determination Date, the Trustee
shall repeat the process specified in the preceding paragraph with respect
to
the second highest bid, but only if such bid is at least the Minimum Auction
Amount or the Directing Certificateholder agrees to pay the new Auction
Supplement Amount. If no other bids are available to be accepted
pursuant to the preceding sentence, or if the amount remitted by the Winning
Bidder plus any Auction Supplement Amount remitted by the Directing
Certificateholder is less than the Minimum Auction Amount, then the auction
shall be considered to have failed for all purposes.
(e) The
Trustee shall not be liable with regard to the selection or engagement of,
or
for any act or omission of, a financial advisor pursuant to this Section
9.04 if
the Trustee engages Countrywide to be such financial advisor.
(f) In
the event of a Successful Auction and so long as the Winning Bidder has wired
its bid amount (and the Directing Certificateholder has wired any Auction
Supplement Amount, if applicable) to the Certificate Account as provided
above,
then the Trustee shall promptly convey to the Winning Bidder the Mortgage
Loans
and REO Properties in Aggregate Loan Group II. The Master Servicer
shall take all reasonable actions requested by the Trustee to effect such
conveyance, including remitting to the Distribution Account from the Certificate
Account, on the Business Day prior to the Distribution Date on which final
distribution on the Certificates is required to be paid under this Agreement,
all amounts on deposit in the Certificate Account with respect to such
Successful Auction, net of any amounts permitted to be withdrawn pursuant
to
Section 3.08(a) and amounts owing to the Trustee in reimbursement of its
reasonable costs, including expenses associated with engaging any financial
advisor, incurred in connection with the auction process. Such
amounts owed to the Trustee shall be withdrawn from the Certificate Account
by
the Master Servicer and paid to the Trustee.
(g) Any
amount paid by the Winning Bidder in excess of the Minimum Auction Amount
shall
be distributed by the Trustee pro rata to the Class 3-C Certificates on the
Distribution Date on which the final distribution on the Group II Certificates
is made.
IX-6
(h) The
Master Servicer may purchase the Mortgage Loans and REO Properties in Aggregate
Loan Group II for its own account pursuant to Section 9.01 or consent to
the NIM
Insurer’s purchase of the Mortgage Loans and REO Properties in Aggregate Loan
Group II pursuant to Section 9.01 only if (1) the Directing Certificateholder
chooses not to request an auction as described above or if the immediately
preceding auction is unsuccessful or (2) the Master Servicer notifies the
Directing Certificateholder no later than 30 days prior to the date on which
the
Master Servicer or the NIM Insurer, as applicable, intends to effect the
purchase of the Mortgage Loans and REO Properties in Aggregate Loan Group
II and
the Directing Certificateholder does not direct the Trustee to conduct an
auction prior to the end of that 30-day period.
(i) If
the Directing Certificateholder pays any Auction Supplement Amount pursuant
to
Section 9.04(c) on the final Distribution Date any amounts to be distributed
to
the Class 3-C Certificates pursuant to Section 4.04 will be distributed as
follows, first to the Directing Certificateholder, in an amount up to such
Auction Supplement Amount and second to the Class 3-C Certificates, pro
rata. For federal income tax purposes, such Auction Supplement Amount
so distributed shall be deemed paid pro rata to the Class 3-C Certificates,
and
the portion of such amounts deemed distributed to holders of the Class 3-C
Certificates other than the Directing Certificateholder shall be deemed paid
from such other holders to the Directing Certificateholder.
(j) Notwithstanding
the foregoing, the Directing Certificateholder may request an auction only
if
either (a) any such auction will not result in a draw upon the Class 3-A-2
Policy or (b) the Directing Certificateholder obtains the written consent
of the
Class 3-A-2 Insurer.
IX-7
ARTICLE
X
MISCELLANEOUS
PROVISIONS
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|
SECTION
10.01.
|
Amendment.
|
This
Agreement may be amended from time to time by the Depositor, each Seller,
the
Master Servicer and the Trustee but without the consent of any of the
Certificateholders (i) to cure any ambiguity or mistake, (ii) to correct
any
defective provision herein or to supplement any provision herein which may
be
inconsistent with any other provision herein, (iii) to conform this Agreement
to
the Prospectus and Prospectus Supplement provided to investors in connection
with the initial offering of the Certificates, (iv) to add to the duties
of the
Depositor, any Seller or the Master Servicer, (v) to modify, alter, amend,
add
to or rescind any of the terms or provisions contained in this Agreement
to
comply with any rules or regulations promulgated by the Securities and Exchange
Commission from time to time, (vi) to add any other provisions with respect
to
matters or questions arising hereunder or (vii) to modify, alter, amend,
add to
or rescind any of the terms or provisions contained in this Agreement; provided
that any action pursuant to clauses (vi) or (vii) above shall not, as evidenced
by an Opinion of Counsel (which Opinion of Counsel shall not be an expense
of
the Trustee or the Trust Fund), adversely affect in any material respect
the
interests of any Certificateholder; provided, however, that the amendment
shall
not be deemed to adversely affect in any material respect the interests of
the
Certificateholders if the Person requesting the amendment obtains a letter
from
each Rating Agency stating that the amendment would not result in the
downgrading or withdrawal of the respective ratings then assigned to the
Certificates (determined without regard to the Class 3-A-2 Policy); it being
understood and agreed that any such letter in and of itself will not represent
a
determination as to the materiality of any such amendment and will represent
a
determination only as to the credit issues affecting any such
rating. Notwithstanding the foregoing, no amendment that
significantly changes the permitted activities of the trust created by this
Agreement may be made without the consent of a Majority in Interest of each
Class of Certificates affected by such amendment. Each party to this
Agreement hereby agrees that it will cooperate with each other party in amending
this Agreement pursuant to clause (v) above. The Trustee, each
Seller, the Depositor and the Master Servicer also may at any time and from
time
to time amend this Agreement without the consent of the Certificateholders
to
modify, eliminate or add to any of its provisions to such extent as shall
be
necessary or helpful to (i) maintain the qualification of any REMIC as a
REMIC
under the Code, (ii) avoid or minimize the risk of the imposition of any
tax on
any REMIC pursuant to the Code that would be a claim at any time prior to
the
final redemption of the Certificates or (iii) comply with any other requirements
of the Code, provided that the Trustee has been provided an Opinion of Counsel,
which opinion shall be an expense of the party requesting such opinion but
in
any case shall not be an expense of the Trustee or the Trust Fund, to the
effect
that such action is necessary or helpful to, as applicable, (i) maintain
such
qualification, (ii) avoid or minimize the risk of the imposition of such
a tax
or (iii) comply with any such requirements of the Code.
X-1
This
Agreement as it relates to a Group of Certificates may also be amended from
time
to time by the Depositor, each Seller, the Master Servicer and the Trustee
with
the consent of the Holders of a Majority in Interest of each Class of
related Certificates affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Agreement or of modifying in any manner the rights of the Holders of related
Certificates; provided, however, that no such amendment shall (i) reduce
in any
manner the amount of, or delay the timing of, payments required to be
distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) adversely affect in any material respect the interests
of the
Holders of any Class of Certificates in a manner other than as described in
(i), without the consent of the Holders of related Certificates of such
Class evidencing, as to such Class, Percentage Interests aggregating
66-2/3%
or (iii) reduce the aforesaid percentages of Certificates the Holders of
which
are required to consent to any such amendment, without the consent of the
Holders of all such related Certificates then outstanding.
Notwithstanding
any contrary provision of this Agreement, the Trustee shall not consent to
any
amendment to this Agreement unless it shall have first received an Opinion
of
Counsel, which opinion shall not be an expense of the Trustee or the Trust
Fund,
to the effect that such amendment will not cause the imposition of any tax
on
any REMIC or the Certificateholders or cause any REMIC to fail to qualify
as a
REMIC at any time that any Certificates are outstanding.
Promptly
after the execution of any amendment to this Agreement requiring the consent
of
Certificateholders, the Trustee shall furnish written notification of the
substance or a copy of such amendment to each Certificateholder, the Class
3-A-2
Insurer and each Rating Agency.
It
shall
not be necessary for the consent of Certificateholders under this Section
to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of
the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
Nothing
in this Agreement shall require the Trustee to enter into an amendment without
receiving an Opinion of Counsel (which Opinion shall not be an expense of
the
Trustee or the Trust Fund), satisfactory to the Trustee that (i) such amendment
is permitted and is not prohibited by this Agreement and that all requirements
for amending this Agreement have been complied with; and (ii) either (A)
the
amendment does not adversely affect in any material respect the interests
of any
Certificateholder or (B) the conclusion set forth in the immediately preceding
clause (A) is not required to be reached pursuant to this Section
10.01.
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|
SECTION
10.02.
|
Recordation
of Agreement; Counterparts.
|
This
Agreement is subject to recordation in all appropriate public offices for
real
property records in all the counties or other comparable jurisdictions in
which
any or all of the properties subject to the Mortgages are situated, and in
any
other appropriate public recording office or elsewhere, such recordation
to be
effected by the Master Servicer at its expense, but only upon direction by
the
Trustee accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the
Certificateholders.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any
number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same
instrument.
X-2
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|
SECTION
10.03.
|
Governing
Law.
|
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES
HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH
LAWS.
|
|
SECTION
10.04.
|
Intention
of Parties.
|
(a) It
is the express intent of the parties hereto that the conveyance of the (i)
Mortgage Loans by the Sellers to the Depositor and (ii) Trust Fund by the
Depositor to the Trustee each be, and be construed as, an absolute
sale thereof to the Trustee. It is, further, not the intention of the
parties that such conveyances be deemed a pledge thereof. However, in
the event that, notwithstanding the intent of the parties, such assets are
held
to be the property of any Seller or the Depositor, as the case may be, or
if for
any other reason this Agreement or any Supplemental Transfer Agreement is
held
or deemed to create a security interest in either such assets, then
(i) this Agreement or any Supplemental Transfer Agreement shall be
deemed to be a security agreement (within the meaning of the Uniform Commercial
Code of the State of New York) with respect to all such assets and security
interests and (ii) the conveyances provided for in this Agreement or
any Supplemental Transfer Agreement shall be deemed to be an assignment and
a
grant pursuant to the terms of this Agreement (i) by each Seller to the
Depositor or (ii) by the Depositor to the Trustee, for the benefit of the
Certificateholders, of a security interest in all of the assets that constitute
the Trust Fund, whether now owned or hereafter acquired.
Each
Seller and the Depositor for the benefit of the Certificateholders shall,
to the
extent consistent with this Agreement, take such actions as may be necessary
to
ensure that, if this Agreement were deemed to create a security interest
in the
Trust Fund, such security interest would be deemed to be a perfected security
interest of first priority under applicable law and will be maintained as
such
throughout the term of the Agreement. The Depositor shall arrange for
filing any Uniform Commercial Code continuation statements in connection
with
any security interest granted or assigned to the Trustee for the benefit
of the
Certificateholders.
(b) The
Depositor hereby represents that:
(i) This
Agreement creates a valid and continuing security interest (as defined in
the
Uniform Commercial Code as enacted in the State of New York (the “NY UCC”)) in
the Mortgage Notes in favor of the Trustee, which security interest is prior
to
all other liens, and is enforceable as such as against creditors of and
purchasers from the Depositor.
(ii) The
Mortgage Notes constitutes “instruments” within the meaning of the NY
UCC.
(iii) Immediately
prior to the assignment of each Mortgage Loan to the Trustee, the Depositor
owns
and has good and marketable title to such Mortgage Loan free and clear of
any
lien, claim or encumbrance of any Person.
(iv) The
Depositor has received all consents and approvals required by the terms of
the
Mortgage Loans to the sale of the Mortgage Loans hereunder to the
Trustee.
(v) All
original executed copies of each Mortgage Note that are required to be delivered
to the Trustee pursuant to Section 2.01 have been delivered to the
Trustee.
X-3
(vi) Other
than the security interest granted to the Trustee pursuant to this Agreement,
the Depositor has not pledged, assigned, sold, granted a security interest
in,
or otherwise conveyed any of the Mortgage Loans. The Depositor has
not authorized the filing of and is not aware of any financing statements
against the Depositor that include a description of collateral covering the
Mortgage Loans other than any financing statement relating to the security
interest granted to the Trustee hereunder or that has been
terminated. The Depositor is not aware of any judgment or tax lien
filings against the Depositor.
(c) The
Master Servicer shall take such action as is reasonably necessary to maintain
the perfection and priority of the security interest of the Trustee in the
Mortgage Loans; provided, however, that the obligation to deliver the Mortgage
File to the Trustee pursuant to Section 2.01 shall be solely the Depositor’s
obligation and the Master Servicer shall not be responsible for the safekeeping
of the Mortgage Files by the Trustee.
(d) It
is understood and agreed that the representations and warranties set forth
in
subsection (b) above shall survive delivery of the Mortgage Files to the
Trustee. Upon discovery by the Depositor or the Trustee of a breach
of any of the foregoing representations and warranties set forth in subsection
(b) above, which breach materially and adversely affects the interest of
the
Certificateholders (determined without regard to the Class 3-A-2 Policy),
the
party discovering such breach shall give prompt written notice to the others
and
to each Rating Agency.
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|
SECTION
10.05.
|
Notices.
|
(a) The
Trustee shall use its best efforts to promptly provide notice to each Rating
Agency and the Class 3-A-2 Insurer with respect to each of the following
of
which it has actual knowledge:
1. Any
material change or amendment to this Agreement;
2. The
occurrence of any Event of Default that has not been cured;
3. The
resignation or termination of the Master Servicer or the Trustee and the
appointment of any successor;
4. The
repurchase or substitution of Mortgage Loans pursuant to Section
2.03;
5. The
final payment to Certificateholders; and
6. Any
rating action involving the long-term credit rating of Countrywide, which
notice
shall be made by first-class mail within two Business Days after the
Trustee gains actual knowledge thereof.
In
addition, the Trustee shall promptly furnish to each Rating Agency and the
Class
3-A-2 Insurer copies of the following:
1. Each
report to Certificateholders described in Section 4.06;
2. Each
annual statement as to compliance described in Section 3.16;
3. Each
annual independent public accountants’ servicing report described in Section
11.07; and
4. Any
notice of a purchase of a Mortgage Loan pursuant to Section 2.02, 2.03 or
3.11.
X-4
(b) All
directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given when delivered by first class mail, by
courier or by facsimile transmission to (1) in the case of the Depositor,
CWALT,
Inc., 0000 Xxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, facsimile
number: (000) 000-0000, Attention: Xxxx Xxxxx, (2) in the
case of Countrywide, Countrywide Home Loans, Inc., 0000 Xxxx Xxxxxxx,
Xxxxxxxxx, Xxxxxxxxxx 00000, facsimile number: (000) 000-0000,
Attention: Xxxx Xxxxx, or such other address as may be hereafter
furnished to the Depositor and the Trustee by Countrywide in writing, (3)
in the
case of Park Granada LLC, c/o Countrywide Financial Corporation, 0000 Xxxx
Xxxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, facsimile number: (000)
000-0000, Attention: Xxxx Xxxxx, or such other address as may be
hereafter furnished to the Depositor and the Trustee by Park Granada in writing,
(4) in the case of Park Monaco Inc., c/o Countrywide Financial Corporation,
0000
Xxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, facsimile number: (000)
000-0000, Attention: Xxxx Xxxxx, or such other address as may be
hereafter furnished to the Depositor and the Trustee by Park Monaco in writing,
(5) in the case of Park Sienna LLC, c/o Countrywide Financial Corporation,
0000
Xxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, facsimile number: (000)
000-0000, Attention: Xxxx Xxxxx, or such other address as may be
hereafter furnished to the Depositor and the Trustee by Park Sienna in writing,
(6) in the case of the Master Servicer, Countrywide Home Loans Servicing
LP, 000
Xxxxxxxxxxx Xxx, Xxxx Xxxxxx, Xxxxxxxxxx 00000, facsimile number (000) 000-0000,
Attention: Xxxx Xxxx, or such other address as may be hereafter
furnished to the Depositor and the Trustee by the Master Servicer in writing,
(7) in the case of the Trustee, The Bank of New York, 000 Xxxxxxx Xxxxxx,
0X, Xxx Xxxx, Xxx Xxxx 00000, facsimile number: (000) 000-0000,
Attention: Mortgage-Backed Securities Group, CWALT, Inc. Series 2007-J1,
or such
other address as the Trustee may hereafter furnish to the Depositor or Master
Servicer, (8) in the case of the Class 3-A-2 Insurer, MBIA Insurance
Corporation, 000 Xxxx Xxxxxx, Xxxxxx, XX 00000, facsimile number (000) 000-0000
, Attention: Insured Portfolio Management – Structured Finance (CWALT 2007-J1)
or such other address as may be hereafter furnished by the Class 3-A-2 Insurer
and (9) in the case of the Rating Agencies, the address specified therefor
in the definition corresponding to the name of such Rating
Agency. Notices to Certificateholders shall be deemed given when
mailed, first class postage prepaid, to their respective addresses
appearing in the Certificate Register.
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SECTION
10.06.
|
Severability
of Provisions.
|
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in
no way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
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|
SECTION
10.07.
|
Assignment.
|
Notwithstanding
anything to the contrary contained herein, except as provided in Section
6.02,
this Agreement may not be assigned by the Master Servicer without the prior
written consent of the Trustee and Depositor.
|
|
SECTION
10.08.
|
Limitation
on Rights of
Certificateholders.
|
The
death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the trust created hereby, nor entitle such Certificateholder’s
legal representative or heirs to claim an accounting or to take any action
or
commence any proceeding in any court for a petition or winding up of the
trust
created hereby, or otherwise affect the rights, obligations and liabilities
of
the parties hereto or any of them.
X-5
No
Certificateholder shall have any right to vote (except as provided herein)
or in
any manner otherwise control the operation and management of the Trust Fund,
or
the obligations of the parties hereto, nor shall anything herein set forth
or
contained in the terms of the Certificates be construed so as to constitute
the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third party
by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.
No
Certificateholder shall have any right by virtue or by availing itself of
any
provisions of this Agreement to institute any suit, action or proceeding
in
equity or at law upon or under or with respect to this Agreement, unless
such
Holder previously shall have given to the Trustee a written notice of an
Event
of Default and of the continuance thereof, as herein provided, and unless
the
Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates shall also have made written request to the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity
as it
may require against the costs, expenses, and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity shall have neglected or refused to institute
any
such action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself
or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain
or seek
to obtain priority over or preference to any other such Holder or to enforce
any
right under this Agreement, except in the manner herein provided and for
the
common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section 10.08, each and every
Certificateholder and the Trustee shall be entitled to such relief as can
be
given either at law or in equity.
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SECTION
10.09.
|
Inspection
and Audit Rights.
|
The
Master Servicer agrees that, on reasonable prior notice, it will permit and
will
cause each Subservicer to permit any representative of the Depositor or the
Trustee during the Master Servicer’s normal business hours, to examine all the
books of account, records, reports and other papers of the Master Servicer
relating to the Mortgage Loans, to make copies and extracts therefrom, to
cause
such books to be audited by independent certified public accountants selected
by
the Depositor or the Trustee and to discuss its affairs, finances and accounts
relating to the Mortgage Loans with its officers, employees and independent
public accountants (and by this provision the Master Servicer hereby authorizes
said accountants to discuss with such representative such affairs, finances
and
accounts), all at such reasonable times and as often as may be reasonably
requested. Any out-of-pocket expense incident to the exercise by the
Depositor or the Trustee of any right under this Section 10.09 shall be borne
by
the party requesting such inspection; all other such expenses shall be borne
by
the Master Servicer or the related Subservicer.
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|
SECTION
10.10.
|
Certificates
Nonassessable and Fully Paid.
|
It
is the
intention of the Depositor that Certificateholders shall not be personally
liable for obligations of the Trust Fund, that the interests in the Trust
Fund
represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by
the
Trustee pursuant to this Agreement, are and shall be deemed fully
paid.
X-6
|
|
SECTION
10.11.
|
[Reserved].
|
|
|
SECTION
10.12.
|
Protection
of Assets.
|
(a) Except
for transactions and activities entered into in connection with the
securitization that is the subject of this Agreement, the Trust Fund created
by
this Agreement is not authorized and has no power to:
(i) borrow
money or issue debt;
(ii) merge
with another entity, reorganize, liquidate or sell assets; or
(iii) engage
in any business or activities.
(b) Each
party to this Agreement agrees that it will not file an involuntary bankruptcy
petition against the Trustee or the Trust Fund or initiate any other form
of
insolvency proceeding until after the Certificates have been paid.
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|
SECTION
10.13.
|
Rights
of NIM Insurer.
|
(a) The
rights of the NIM Insurer under this Agreement shall exist only so long as
either:
(1) the
notes certain, payments on which are guaranteed by the NIM Insurer, remain
outstanding or
(2) the
NIM Insurer is owed amounts paid by it with respect to that
guaranty.
(b) The
rights of the NIM Insurer under this Agreement are exercisable by the NIM
Insurer only so long as no default by the NIM Insurer under its guaranty
of
certain payments under notes backed or secured by the Class 3-C or Class
3-P
Certificates has occurred and is continuing. If the NIM Insurer is the subject
of any insolvency proceeding, the rights of the NIM Insurer under this Agreement
will be exercisable by the NIM Insurer only so long as:
(1) the
obligations of the NIM Insurer under its guaranty of notes backed or secured
by
the Class 3-C or Class 3-P Certificates have not been disavowed and
(2) Countrywide
and the Trustee have received reasonable assurances that the NIM Insurer
will be
able to satisfy its obligations under its guaranty of notes backed or secured
by
the Class 3-C or Class 3-P Certificates.
(c) The
NIM Insurer is a third party beneficiary of this Agreement to the same extent
as
if it were a party to this Agreement and may enforce any of those rights
under
this Agreement.
(d) A
copy of any documents of any nature required by this Agreement to be delivered
by the Trustee, or to the Trustee or the Rating Agencies, shall in each case
at
the same time also be delivered to the NIM Insurer. Any notices required
to be
given by the Trustee, or to the Trustee or the Rating Agencies, shall in
each
case at the same time also be given to the NIM Insurer. If the
Trustee receives a notice or document that is required hereunder to be delivered
to the NIM Insurer, and if such notice or document does not indicate that
a copy
thereof has been previously sent to the NIM Insurer, the Trustee shall send
the
NIM Insurer a copy of such notice or document. If such document is an
Opinion of Counsel, the NIM Insurer shall be an addressee thereof or such
Opinion of Counsel shall contain language permitting the NIM Insurer to rely
thereon as if the NIM Insurer were an addressee thereof.
(e) Anything
in this Agreement that is conditioned on not resulting in the downgrading
or
withdrawal of the ratings then assigned to the Certificates by the Rating
Agencies shall also be conditioned on not resulting in the downgrading or
withdrawal of the ratings then assigned by the Rating Agencies to the notes
backed or secured by the Class 3-C or Class 3-P Certificates (without giving
effect to any policy or guaranty provided by the NIM Insurer).
X-7
ARTICLE
XI
EXCHANGE
ACT REPORTING
|
|
SECTION
11.01.
|
Filing
Obligations.
|
The
Master Servicer, the Trustee and each Seller shall reasonably cooperate with
the
Depositor in connection with the satisfaction of the Depositor’s reporting
requirements under the Exchange Act with respect to the Trust
Fund. In addition to the information specified below, if so requested
by the Depositor for the purpose of satisfying its reporting obligation under
the Exchange Act, the Master Servicer, the Trustee and each Seller shall
(and
the Master Servicer shall cause each Subservicer to) provide the Depositor
with
(a) such information which is available to such Person without unreasonable
effort or expense and within such timeframe as may be reasonably requested
by
the Depositor to comply with the Depositor’s reporting obligations under the
Exchange Act and (b) to the extent such Person is a party (and the Depositor
is
not a party) to any agreement or amendment required to be filed, copies of
such
agreement or amendment in XXXXX-compatible form.
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|
SECTION
11.02.
|
Form
10-D Filings.
|
(a) In
accordance with the Exchange Act, the Trustee shall prepare for filing and
file
within 15 days after each Distribution Date (subject to permitted extensions
under the Exchange Act) with the Commission with respect to the Trust Fund,
a
Form 10-D with copies of the Monthly Report and, to the extent delivered
to the
Trustee, no later than 10 days following the Distribution Date, such other
information identified by the Depositor or the Master Servicer, in writing,
to
be filed with the Commission (such other information, the “Additional Designated
Information”). If the Depositor or Master Servicer directs that any
Additional Designated Information is to be filed with any Form 10-D, the
Depositor or Master Servicer, as the case may be, shall specify the Item
on Form
10-D to which such information is responsive and, with respect to any Exhibit
to
be filed on Form 10-D, the Exhibit number. Any information to be
filed on Form 10-D shall be delivered to the Trustee in XXXXX-compatible
form or
as otherwise agreed upon by the Trustee and the Depositor or the Master
Servicer, as the case may be, at the Depositor’s expense, and any necessary
conversion to XXXXX-compatible format will be at the Depositor’s
expense. At the reasonable request of, and in accordance with the
reasonable directions of, the Depositor or the Master Servicer, subject to
the
two preceding sentences, the Trustee shall prepare for filing and file an
amendment to any Form 10-D previously filed with the Commission with respect
to
the Trust Fund. The Master Servicer shall sign the Form 10-D filed on
behalf of the Trust Fund.
(b) No
later than each Distribution Date, each of the Master Servicer and the Trustee
shall notify (and the Master Servicer shall cause any Subservicer to notify)
the
Depositor and the Master Servicer of any Form 10-D Disclosure Item, together
with a description of any such Form 10-D Disclosure Item in form and substance
reasonably acceptable to the Depositor. In addition to such
information as the Master Servicer and the Trustee are obligated to provide
pursuant to other provisions of this Agreement, if so requested by the
Depositor, each of the Master Servicer and the Trustee shall provide such
information which is available to the Master Servicer and the Trustee, as
applicable, without unreasonable effort or expense regarding the performance
or
servicing of the Mortgage Loans (in the case of the Trustee, based on the
information provided by the Master Servicer) as is reasonably required to
facilitate preparation of distribution reports in accordance with Item 1121
of
Regulation AB. Such information shall be provided concurrently with
the delivery of the reports specified in Section 4.06(c) in the case of the
Master Servicer and the Monthly Statement in the case of the Trustee, commencing
with the first such report due not less than five Business Days following
such
request.
XI-1
(c) The
Trustee shall not have any responsibility to file any items (other than those
generated by it) that have not been received in a format suitable (or readily
convertible into a format suitable) for electronic filing via the XXXXX system
and shall not have any responsibility to convert any such items to such format
(other than those items generated by it or that are readily convertible to
such
format). The Trustee shall have no liability to the
Certificateholders, the Trust Fund, the Master Servicer or the Depositor
with
respect to any failure to properly prepare or file any of Form 10-D to the
extent that such failure is not the result of any negligence, bad faith or
willful misconduct on its part.
|
|
SECTION
11.03.
|
Form
8-K Filings.
|
The
Master Servicer shall prepare and file on behalf of the Trust Fund any Form
8-K
required by the Exchange Act. Each Form 8-K must be signed by the
Master Servicer. Each of the Master Servicer (and the Master Servicer
shall cause any Subservicer to promptly notify) and the Trustee shall promptly
notify the Depositor and the Master Servicer (if the notifying party is not
the
Master Servicer), but in no event later than one (1) Business Day after its
occurrence, of any Reportable Event of which it has actual
knowledge. Each Person shall be deemed to have actual knowledge of
any such event to the extent that it relates to such Person or any action
or
failure to act by such Person. Concurrently with any transfer of
Supplemental Mortgage Loans, if any, Countrywide shall notify the Depositor
and
the Master Servicer, if any material pool characteristic of the actual asset
pool at the time of issuance of the Certificates differs by 5% or more (other
than as a result of the pool assets converting into cash in accordance with
their terms) from the description of the asset pool in the Prospectus
Supplement.
|
|
SECTION
11.04.
|
Form
10-K Filings.
|
Prior
to
March 30th of each year, commencing in 2008 (or such earlier date as may
be
required by the Exchange Act), the Depositor shall prepare and file on behalf
of
the Trust Fund a Form 10-K, in form and substance as required by the Exchange
Act. A senior officer in charge of the servicing function of the
Master Servicer shall sign each Form 10-K filed on behalf of the Trust
Fund. Such Form 10-K shall include as exhibits each (i) annual
compliance statement described under Section 3.16, (ii) annual report on
assessments of compliance with the servicing criteria described under Section
11.07 and (iii) accountant’s report described under Section
11.07. Each Form 10-K shall also include any Xxxxxxxx-Xxxxx
Certification required to be included therewith, as described in Section
11.05.
If
the
Item 1119 Parties listed on Exhibit X have changed since the Closing Date,
no
later than March 1 of each year, the Master Servicer shall provide each of
the
Master Servicer (and the Master Servicer shall provide any Subservicer) and
the
Trustee with an updated Exhibit X setting forth the Item 1119
Parties. No later than March 15 of each year, commencing in 2008, the
Master Servicer and the Trustee shall notify (and the Master Servicer shall
cause any Subservicer to notify) the Depositor and the Master Servicer of
any
Form 10-K Disclosure Item, together with a description of any such Form 10-K
Disclosure Item in form and substance reasonably acceptable to the
Depositor. Additionally, each of the Master Servicer and the Trustee
shall provide, and shall cause each Reporting Subcontractor retained by the
Master Servicer or the Trustee, as applicable, and in the case of the Master
Servicer shall cause each Subservicer, to provide, the following information
no
later than March 15 of each year in which a Form 10-K is required to be filed
on
behalf of the Trust Fund: (i) if such Person’s report on assessment of
compliance with servicing criteria described under Section 11.07 or related
registered public accounting firm attestation report described under Section
11.07 identifies any material instance of noncompliance, notification of
such
instance of noncompliance and (ii) if any such Person’s report on assessment of
compliance with servicing criteria or related registered public accounting
firm
attestation report is not provided to be filed as an exhibit to such Form
10-K,
information detailing the explanation why such report is not included.
XI-2
|
|
SECTION
11.05.
|
Xxxxxxxx-Xxxxx
Certification.
|
Each
Form
10-K shall include a certification (the “Xxxxxxxx-Xxxxx Certification”) required
by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section
302
of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the
Commission promulgated thereunder (including any interpretations thereof
by the
Commission’s staff)). No later than March 15 of each year, beginning
in 2008, the Master Servicer and the Trustee shall (unless such person is
the
Certifying Person), and the Master Servicer shall cause each Subservicer
and
each Reporting Subcontractor and the Trustee shall cause each Reporting
Subcontractor to, provide to the Person who signs the Xxxxxxxx-Xxxxx
Certification (the “Certifying Person”) a certification (each, a “Performance
Certification”), in the form attached hereto as Exhibit V-1 (in the case of a
Subservicer or any Reporting Subcontractor of the Master Servicer or a
Subservicer) and Exhibit V-2 (in the case of the Trustee or any Reporting
Subcontractor of the Trustee), on which the Certifying Person, the entity
for
which the Certifying Person acts as an officer, and such entity’s officers,
directors and Affiliates (collectively with the Certifying Person,
“Certification Parties”) can reasonably rely. The senior officer in
charge of the servicing function of the Master Servicer shall serve as the
Certifying Person on behalf of the Trust Fund. Neither the Master
Servicer nor the Depositor will request delivery of a certification under
this
clause unless the Depositor is required under the Exchange Act to file an
annual
report on Form 10-K with respect to the Trust Fund. In the event that
prior to the filing date of the Form 10-K in March of each year, the Trustee
or
the Depositor has actual knowledge of information material to the Xxxxxxxx-Xxxxx
Certification, the Trustee or the Depositor, as the case may be, shall promptly
notify the Master Servicer and the Depositor. The respective parties
hereto agree to cooperate with all reasonable requests made by any Certifying
Person or Certification Party in connection with such Person’s attempt to
conduct any due diligence that such Person reasonably believes to be appropriate
in order to allow it to deliver any Xxxxxxxx-Xxxxx Certification or portion
thereof with respect to the Trust Fund.
|
|
SECTION
11.06.
|
Form
15 Filing.
|
Prior
to
January 30 of the first year in which the Depositor is able to do so under
applicable law, the Depositor shall file a Form 15 relating to the automatic
suspension of reporting in respect of the Trust Fund under the Exchange
Act.
|
|
SECTION
11.07.
|
Report
on Assessment of Compliance and
Attestation.
|
(a) On
or before March 15 of each calendar year, commencing in 2008:
(1) Each
of the Master Servicer and the Trustee shall deliver to the Depositor and
the
Master Servicer a report (in form and substance reasonably satisfactory to
the
Depositor) regarding the Master Servicer’s or the Trustee’s, as applicable,
assessment of compliance with the Servicing Criteria during the immediately
preceding calendar year, as required under Rules 13a-18 and 15d-18 of the
Exchange Act and Item 1122 of Regulation AB. Such report shall be
signed by an authorized officer of such Person and shall address each of
the
Servicing Criteria specified on a certification substantially in the form
of
Exhibit V hereto delivered to the Depositor concurrently with the execution
of
this Agreement. To the extent any of the Servicing Criteria are not
applicable to such Person, with respect to asset-backed securities transactions
taken as a whole involving such Person and that are backed by the same asset
type backing the Certificates, such report shall include such a statement
to
that effect. The Depositor and the Master Servicer, and each of their
respective officers and directors shall be entitled to rely on upon each
such
servicing criteria assessment.
XI-3
(2) Each
of the Master Servicer and the Trustee shall deliver to the Depositor and
the
Master Servicer a report of a registered public accounting firm reasonably
acceptable to the Depositor that attests to, and reports on, the assessment
of
compliance made by Master Servicer or the Trustee, as applicable, and delivered
pursuant to the preceding paragraphs. Such attestation shall be in
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
Securities Act and the Exchange Act, including, without limitation that in
the
event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such
an
opinion. Such report must be available for general use and not
contain restricted use language. To the extent any of the Servicing
Criteria are not applicable to such Person, with respect to asset-backed
securities transactions taken as a whole involving such Person and that are
backed by the same asset type backing the Certificates, such report shall
include such a statement that that effect.
(3) The
Master Servicer shall cause each Subservicer and each Reporting Subcontractor
to
deliver to the Depositor an assessment of compliance and accountant’s
attestation as and when provided in paragraphs (a) and (b) of this Section
11.07.
(4) The
Trustee shall cause each Reporting Subcontractor to deliver to the Depositor
and
the Master Servicer an assessment of compliance and accountant’s attestation as
and when provided in paragraphs (a) and (b) of this Section.
(5) The
Master Servicer and the Trustee shall execute (and the Master Servicer shall
cause each Subservicer to execute, and the Master Servicer and the Trustee
shall
cause each Reporting Subcontractor to execute) a reliance certificate to
enable
the Certification Parties to rely upon each (i) annual compliance statement
provided pursuant to Section 3.16, (ii) annual report on assessments of
compliance with servicing criteria provided pursuant to this Section 11.07
and
(iii) accountant’s report provided pursuant to this Section 11.07 and shall
include a certification that each such annual compliance statement or report
discloses any deficiencies or defaults described to the registered public
accountants of such Person to enable such accountants to render the certificates
provided for in this Section 11.07. In the event the Master Servicer,
any Subservicer, the Trustee or Reporting Subcontractor is terminated or
resigns
during the term of this Agreement, such Person shall provide a certification
to
the Certifying Person pursuant to this Section 11.07 with respect to the
period
of time it was subject to this Agreement or provided services with respect
to
the Trust Fund, the Certificates or the Mortgage Loans.
(b) In
the event the Master Servicer, any Subservicer, the Trustee or Reporting
Subcontractor is terminated or resigns during the term of this Agreement,
such
Person shall provide documents and information required by this Section 11.07
with respect to the period of time it was subject to this Agreement or provided
services with respect to the Trust Fund, the Certificates or the Mortgage
Loans.
(c) Each
assessment of compliance provided by a Subservicer pursuant to Section
11.07(a)(3) shall address each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit V hereto delivered to
the
Depositor concurrently with the execution of this Agreement or, in the case
of a
Subservicer subsequently appointed as such, on or prior to the date of such
appointment. An assessment of compliance provided by a Subcontractor
pursuant to Section 11.07(a)(3) or (4) need not address any elements of the
Servicing Criteria other than those specified by the Master Servicer or the
Trustee, as applicable, pursuant to Section 11.07(a)(1).
XI-4
|
|
SECTION
11.08.
|
Use
of Subservicers and
Subcontractors.
|
(a) The
Master Servicer shall cause any Subservicer used by the Master Servicer (or
by
any Subservicer) for the benefit of the Depositor to comply with the provisions
of Section 3.16 and this Article XI to the same extent as if such Subservicer
were the Master Servicer (except with respect to the Master Servicer’s duties
with respect to preparing and filing any Exchange Act Reports or as the
Certifying Person). The Master Servicer shall be responsible for
obtaining from each Subservicer and delivering to the Depositor any servicer
compliance statement required to be delivered by such Subservicer under Section
3.16, any assessment of compliance and attestation required to be delivered
by
such Subservicer under Section 11.07 and any certification required to be
delivered to the Certifying Person under Section 11.05 as and when required
to
be delivered. As a condition to the succession to any Subservicer as
subservicer under this Agreement by any Person (i) into which such Subservicer
may be merged or consolidated, or (ii) which may be appointed as a successor
to
any Subservicer, the Master Servicer shall provide to the Depositor, at least
15
calendar days prior to the effective date of such succession or appointment,
(x)
written notice to the Depositor of such succession or appointment and (y)
in
writing and in form and substance reasonably satisfactory to the Depositor,
all
information reasonably requested by the Depositor in order to comply with
its
reporting obligation under Item 6.02 of Form 8-K.
(b) It
shall not be necessary for the Master Servicer, any Subservicer or the Trustee
to seek the consent of the Depositor or any other party hereto to the
utilization of any Subcontractor. The Master Servicer or the Trustee,
as applicable, shall promptly upon request provide to the Depositor (or any
designee of the Depositor, such as the Master Servicer or administrator)
a
written description (in form and substance satisfactory to the Depositor)
of the
role and function of each Subcontractor utilized by such Person (or in the
case
of the Master Servicer or any Subservicer), specifying (i) the identity of
each
such Subcontractor, (ii) which (if any) of such Subcontractors are
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified
pursuant to clause (ii) of this paragraph.
As
a
condition to the utilization of any Subcontractor determined to be a Reporting
Subcontractor, the Master Servicer or the Trustee, as applicable, shall cause
any such Subcontractor used by such Person (or in the case of the Master
Servicer or any Subservicer) for the benefit of the Depositor to comply with
the
provisions of Sections 11.07 and 11.09 of this Agreement to the same extent
as
if such Subcontractor were the Master Servicer (except with respect to the
Master Servicer’s duties with respect to preparing and filing any Exchange Act
Reports or as the Certifying Person) or the Trustee, as
applicable. The Master Servicer or the Trustee, as applicable, shall
be responsible for obtaining from each Subcontractor and delivering to the
Depositor and the Master Servicer, any assessment of compliance and attestation
required to be delivered by such Subcontractor under Section 11.05 and Section
11.07, in each case as and when required to be delivered.
|
|
SECTION
11.09.
|
Amendments.
|
In
the
event the parties to this Agreement desire to further clarify or amend any
provision of this Article XI, this Agreement shall be amended to reflect
the new
agreement between the parties covering matters in this Article XI pursuant
to
Section 10.01, which amendment shall not require any Opinion of Counsel or
Rating Agency confirmations or the consent of any
Certificateholder. If, during the period that the Depositor is
required to file Exchange Act Reports with respect to the Trust Fund, the
Master
Servicer is no longer an Affiliate of the Depositor, the Depositor shall
assume
the obligations and responsibilities of the Master Servicer in this Article
XI
with respect to the preparation and filing of the Exchange Act Reports and/or
acting as the Certifying Person, if the Depositor has received indemnity
from
such successor Master Servicer satisfactory to the Depositor, and such Master
Servicer has agreed to provide a Xxxxxxxx-Xxxxx Certification to the Depositor
substantially in the form of Exhibit Y, and the certifications referred to
in
Section 11.07.
|
SECTION
11.10.
|
Reconciliation
of Accounts.
|
Any
reconciliation of Accounts performed by any party hereto, or any Subservicer
or
Subcontractor shall be prepared no later than 45 calendar days after the
bank
statement cutoff date.
* * * * * *
XI-5
IN
WITNESS WHEREOF, the Depositor, the Trustee, the Sellers and the Master Servicer
have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above
written.
|
CWALT,
INC.,
as
Depositor
|
|||
|
|
By:
|
/s/ Xxxxxxx Xxxxxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxxxxx | |||
| Title: Managing Director | |||
|
THE
BANK OF NEW YORK,
as
Trustee
|
|||
|
|
By:
|
/s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | |||
| Title: Assistant Treasurer | |||
|
COUNTRYWIDE
HOME LOANS, INC.,
as
a Seller
|
|||
|
|
By:
|
/s/ Xxxxxxx Xxxxxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxxxxx | |||
| Title: Managing Director | |||
|
PARK GRANADA
LLC,
as
a Seller
|
|||
|
|
By:
|
/s/ Xxxxxxx Xxxxxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxxxxx | |||
| Title: Managing Director | |||
|
PARK
MONACO INC.,
as
a Seller
|
|||
|
|
By:
|
/s/ Xxxxxxx Xxxxxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxxxxx | |||
| Title: Managing Director | |||
|
PARK
SIENNA LLC,
as
a Seller
|
|||
|
|
By:
|
/s/ Xxxxxxx Xxxxxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxxxxx | |||
| Title: Managing Director | |||
|
COUNTRYWIDE
HOME LOANS SERVICING LP,
as
Master Servicer
|
|||
| By: COUNTRYWIDE GP, INC. | |||
|
|
By:
|
/s/ Xxxxxxx Xxxxxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxxxxx | |||
| Title: Managing Director | |||
15
|
Acknowledged
solely with respect to its obligations under Section
4.01(b)
|
|||
| THE BANK OF NEW YORK, in its individual capacity | |||
|
|
By:
|
/s/ Xxxx Xxxxxxxx | |
| Name: Xxxx Xxxxxxxx | |||
| Title: Vice President | |||
SCHEDULE
I
Mortgage
Loan Schedule
[Delivered
at Closing to Trustee]
S-I-1
SCHEDULE
II-A
CWALT,
Inc.
Mortgage
Pass-Through Certificates
Series
2007-J1
Representations
and Warranties of Countrywide
Countrywide
Home Loans, Inc. (“Countrywide”) hereby makes the representations and warranties
set forth in this Schedule II-A to the Depositor, the Master Servicer and
the
Trustee, as of the Closing Date or if so specified herein, as of the Initial
Cut-off Date. Capitalized terms used but not otherwise defined in
this Schedule II-A shall have the meanings ascribed thereto in the Pooling
and
Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
above-referenced Series, among Countrywide Home Loans, Inc., as
a seller, Park Granada LLC, as a seller, Park Monaco Inc., as a
seller, Park Sienna LLC, as a seller, Countrywide Home Loans Servicing LP,
as
master servicer, CWALT, Inc., as depositor, and The Bank of New York, as
trustee.
Countrywide
is duly organized as a New York corporation and is validly existing and in
good
standing under the laws of the State of New York and is duly authorized and
qualified to transact any and all business contemplated by the Pooling and
Servicing Agreement to be conducted by Countrywide in any state in which
a
Mortgaged Property is located or is otherwise not required under applicable
law
to effect such qualification and, in any event, is in compliance with the
doing
business laws of any such state, to the extent necessary to perform any of
its
obligations under the Pooling and Servicing Agreement and each Supplemental
Transfer Agreement in accordance with the terms thereof.
Countrywide
has the full corporate power and authority to sell each Countrywide Mortgage
Loan, and to execute, deliver and perform, and to enter into and consummate
the
transactions contemplated by the Pooling and Servicing Agreement and each
Supplemental Transfer Agreement and has duly authorized by all necessary
corporate action on the part of Countrywide the execution, delivery and
performance of the Pooling and Servicing Agreement and each Supplemental
Transfer Agreement; and the Pooling and Servicing Agreement and each
Supplemental Transfer Agreement, assuming the due authorization, execution
and
delivery thereof by the other parties thereto, constitutes a legal, valid
and
binding obligation of Countrywide, enforceable against Countrywide in accordance
with its terms, except that (a) the enforceability thereof may be limited
by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating
to creditors’ rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.
The
execution and delivery of the Pooling and Servicing Agreement and each
Supplemental Transfer Agreement by Countrywide, the sale of the Countrywide
Mortgage Loans by Countrywide under the Pooling and Servicing Agreement and
each
Supplemental Transfer Agreement, the consummation of any other of the
transactions contemplated by the Pooling and Servicing Agreement, and the
fulfillment of or compliance with the terms thereof are in the ordinary course
of business of Countrywide and will not (A) result in a material breach of
any term or provision of the charter or by-laws of Countrywide or
(B) materially conflict with, result in a material breach, violation or
acceleration of, or result in a material default under, the terms of any
other
material agreement or instrument to which Countrywide is a party or by which
it
may be bound, or (C) constitute a material violation of any statute, order
or regulation applicable to Countrywide of any court, regulatory body,
administrative agency or governmental body having jurisdiction over Countrywide;
and Countrywide is not in breach or violation of any material indenture or
other
material agreement or instrument, or in violation of any statute, order or
regulation of any court, regulatory body, administrative agency or governmental
body having jurisdiction over it which breach or violation may materially
impair
Countrywide’s ability to perform or meet any of its obligations under the
Pooling and Servicing Agreement.
S-II-A-1
Countrywide
is an approved servicer of conventional mortgage loans for FNMA or FHLMC
and is
a mortgagee approved by the Secretary of Housing and Urban Development pursuant
to sections 203 and 211 of the National Housing Act.
No
litigation is pending or, to the best of Countrywide’s knowledge, threatened,
against Countrywide that would materially and adversely affect the execution,
delivery or enforceability of the Pooling and Servicing Agreement or the
ability
of Countrywide to sell the Countrywide Mortgage Loans or to perform any of
its
other obligations under the Pooling and Servicing Agreement in accordance
with
the terms thereof.
No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by Countrywide
of,
or compliance by Countrywide with, the Pooling and Servicing Agreement or
the
consummation of the transactions contemplated thereby, or if any such consent,
approval, authorization or order is required, Countrywide has obtained the
same.
Countrywide
intends to treat the transfer of the Countrywide Mortgage Loans to the Depositor
as a sale of the Countrywide Mortgage Loans for all tax, accounting and
regulatory purposes.
Countrywide
is a member of MERS in good standing, and will comply in all material respects
with the rules and procedures of MERS in connection with the servicing of
the
MERS Mortgage Loans in the Trust Fund for as long as such Mortgage Loans
are
registered with MERS.
S-II-A-2
SCHEDULE
II-B
CWALT,
Inc.
Mortgage
Pass-Through Certificates
Series
2007-J1
Representations
and Warranties of Park Granada
Park
Granada LLC (“Park Granada”) and Countrywide Home Loans, Inc. (“Countrywide”),
each hereby makes the representations and warranties set forth in this Schedule
II-B to the Depositor, the Master Servicer and the Trustee, as of the Closing
Date, or if so specified herein, as of the Initial Cut-off
Date. Capitalized terms used but not otherwise defined in this
Schedule II-B shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
above-referenced Series, among Park Granada LLC, as a seller, Park Monaco
Inc.,
as a seller, Park Sienna LLC, as a seller, Countrywide Home Loans, Inc. as
a
seller, Countrywide Home Loans Servicing LP, as master servicer, CWALT, Inc.,
as
depositor, and The Bank of New York, as trustee.
Park
Granada is a limited liability company duly formed and validly existing and
in
good standing under the laws of the State of Delaware.
Park
Granada has the full corporate power and authority to sell each Park Granada
Mortgage Loan, and to execute, deliver and perform, and to enter into and
consummate the transactions contemplated by the Pooling and Servicing Agreement
and each Supplemental Transfer Agreement and has duly authorized by all
necessary corporate action on the part of Park Granada the execution, delivery
and performance of the Pooling and Servicing Agreement and each Supplemental
Transfer Agreement; and the Pooling and Servicing Agreement and each
Supplemental Transfer Agreement, assuming the due authorization, execution
and
delivery thereof by the other parties thereto, constitutes a legal, valid
and
binding obligation of Park Granada, enforceable against Park Granada in
accordance with its terms, except that (a) the enforceability thereof may
be
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors’ rights generally and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
The
execution and delivery of the Pooling and Servicing Agreement and each
Supplemental Transfer Agreement by Park Granada, the sale of the Park Granada
Mortgage Loans by Park Granada under the Pooling and Servicing Agreement
and
each Supplemental Transfer Agreement, the consummation of any other of the
transactions contemplated by the Pooling and Servicing Agreement, and the
fulfillment of or compliance with the terms thereof are in the ordinary course
of business of Park Granada and will not (A) result in a material breach
of any
term or provision of the certificate of formation or the limited liability
company agreement of Park Granada or (B) materially conflict with, result
in a
material breach, violation or acceleration of, or result in a material default
under, the terms of any other material agreement or instrument to which Park
Granada is a party or by which it may be bound, or (C) constitute a material
violation of any statute, order or regulation applicable to Park Granada
of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over Park Granada; and Park Granada is not in breach or violation
of any material indenture or other material agreement or instrument, or in
violation of any statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it which
breach or violation may materially impair Park Granada’s ability to perform or
meet any of its obligations under the Pooling and Servicing
Agreement.
S-II-B-1
No
litigation is pending or, to the best of Park Granada’s knowledge, threatened,
against Park Granada that would materially and adversely affect the execution,
delivery or enforceability of the Pooling and Servicing Agreement or the
ability
of Park Granada to sell the Park Granada Mortgage Loans or to perform any
of its
other obligations under the Pooling and Servicing Agreement in accordance
with
the terms thereof.
No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by Park Granada
of,
or compliance by Park Granada with, the Pooling and Servicing Agreement or
the
consummation of the transactions contemplated thereby, or if any such consent,
approval, authorization or order is required, Park Granada has obtained the
same.
Park
Granada intends to treat the transfer of the Park Granada Mortgage Loans
to the
Depositor as a sale of the Park Granada Mortgage Loans for all tax, accounting
and regulatory purposes.
S-II-B-2
SCHEDULE
II-C
CWALT,
Inc.
Mortgage
Pass-Through Certificates
Series
2007-J1
Representations
and Warranties of Park Monaco
Park
Monaco Inc. (“Park Monaco”) and Countrywide Home Loans, Inc. (“Countrywide”),
each hereby makes the representations and warranties set forth in this Schedule
II-C to the Depositor, the Master Servicer and the Trustee, as of the Closing
Date, or if so specified herein, as of the Initial Cut-off
Date. Capitalized terms used but not otherwise defined in this
Schedule II-C shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
above-referenced Series, among Park Monaco, as a seller, Countrywide, as
a
seller, Park Granada LLC, as a seller, Park Sienna LLC, as a seller, Countrywide
Home Loans Servicing LP, as master servicer, CWALT, Inc., as depositor, and
The
Bank of New York, as trustee.
(5) Park
Monaco is a corporation duly formed and validly existing and in good standing
under the laws of the State of Delaware.
(6) Park
Monaco has the full corporate power and authority to sell each Park Monaco
Mortgage Loan, and to execute, deliver and perform, and to enter into and
consummate the transactions contemplated by the Pooling and Servicing Agreement
and each Supplemental Transfer Agreement and has duly authorized by all
necessary corporate action on the part of Park Monaco the execution, delivery
and performance of the Pooling and Servicing Agreement and each Supplemental
Transfer Agreement; and the Pooling and Servicing Agreement and each
Supplemental Transfer Agreement, assuming the due authorization, execution
and
delivery thereof by the other parties thereto, constitutes a legal, valid
and
binding obligation of Park Monaco, enforceable against Park Monaco in accordance
with its terms, except that (a) the enforceability thereof may be limited
by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating
to creditors’ rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.
(7) The
execution and delivery of the Pooling and Servicing Agreement and each
Supplemental Transfer Agreement by Park Monaco, the sale of the Park Monaco
Mortgage Loans by Park Monaco under the Pooling and Servicing Agreement and
each
Supplemental Transfer Agreement, the consummation of any other of the
transactions contemplated by the Pooling and Servicing Agreement and each
Supplemental Transfer Agreement, and the fulfillment of or compliance with
the
terms thereof are in the ordinary course of business of Park Monaco and will
not
(A) result in a material breach of any term or provision of the certificate
of
incorporation or by-laws of Park Monaco or (B) materially conflict with,
result
in a material breach, violation or acceleration of, or result in a material
default under, the terms of any other material agreement or instrument to
which
Park Monaco is a party or by which it may be bound, or (C) constitute a material
violation of any statute, order or regulation applicable to Park Monaco of
any
court, regulatory body, administrative agency or governmental body having
jurisdiction over Park Monaco; and Park Monaco is not in breach or violation
of
any material indenture or other material agreement or instrument, or in
violation of any statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it which
breach or violation may materially impair Park Monaco’s ability to perform or
meet any of its obligations under the Pooling and Servicing
Agreement.
S-II-C-1
(8) No
litigation is pending or, to the best of Park Monaco’s knowledge, threatened,
against Park Monaco that would materially and adversely affect the execution,
delivery or enforceability of the Pooling and Servicing Agreement or the
ability
of Park Monaco to sell the Park Monaco Mortgage Loans or to perform any of
its
other obligations under the Pooling and Servicing Agreement in accordance
with
the terms thereof.
(9) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by Park Monaco
of,
or compliance by Park Monaco with, the Pooling and Servicing Agreement or
the
consummation of the transactions contemplated thereby, or if any such consent,
approval, authorization or order is required, Park Monaco has obtained the
same.
(10) Park
Monaco intends to treat the transfer of the Park Monaco Mortgage Loans to
the
Depositor as a sale of the Park Monaco Mortgage Loans for all tax, accounting
and regulatory purposes.
S-II-C-2
SCHEDULE
II-D
CWALT,
Inc.
Mortgage
Pass-Through Certificates
Series
2007-J1
Representations
and Warranties of Park Sienna
Park
Sienna LLC (“Park Sienna”) and Countrywide Home Loans, Inc. (“Countrywide”),
each hereby makes the representations and warranties set forth in this Schedule
II-D to the Depositor, the Master Servicer and the Trustee, as of the Closing
Date, or if so specified herein, as of the Initial Cut-off
Date. Capitalized terms used but not otherwise defined in this
Schedule II-D shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
above-referenced Series, among Park Sienna, as a seller, Countrywide, as
a
seller, Park Granada LLC, as a seller, Park Monaco Inc., as a seller,
Countrywide Home Loans Servicing LP, as master servicer, CWALT, Inc., as
depositor, and The Bank of New York, as trustee.
ARTICLE
XIIPark Sienna is a limited liability company duly formed and validly existing
and in good standing under the laws of the State of Delaware.
(11) Park
Sienna has the full corporate power and authority to sell each Park Sienna
Mortgage Loan, and to execute, deliver and perform, and to enter into and
consummate the transactions contemplated by the Pooling and Servicing Agreement
and each Supplemental Transfer Agreement and has duly authorized by all
necessary corporate action on the part of Park Sienna the execution, delivery
and performance of the Pooling and Servicing Agreement and each Supplemental
Transfer Agreement; and the Pooling and Servicing Agreement and each
Supplemental Transfer Agreement, assuming the due authorization, execution
and
delivery thereof by the other parties thereto, constitutes a legal, valid
and
binding obligation of Park Sienna, enforceable against Park Sienna in accordance
with its terms, except that (a) the enforceability thereof may be limited
by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating
to creditors’ rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.
(12) The
execution and delivery of the Pooling and Servicing Agreement and each
Supplemental Transfer Agreement by Park Sienna, the sale of the Park Sienna
Mortgage Loans by Park Sienna under the Pooling and Servicing Agreement and
each
Supplemental Transfer Agreement, the consummation of any other of the
transactions contemplated by the Pooling and Servicing Agreement, and the
fulfillment of or compliance with the terms thereof are in the ordinary course
of business of Park Sienna and will not (A) result in a material breach of
any
term or provision of the certificate of formation or the limited liability
company agreement of Park Sienna or (B) materially conflict with, result
in a
material breach, violation or acceleration of, or result in a material default
under, the terms of any other material agreement or instrument to which Park
Sienna is a party or by which it may be bound, or (C) constitute a material
violation of any statute, order or regulation applicable to Park Sienna of
any
court, regulatory body, administrative agency or governmental body having
jurisdiction over Park Sienna; and Park Sienna is not in breach or violation
of
any material indenture or other material agreement or instrument, or in
violation of any statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it which
breach or violation may materially impair Park Sienna’s ability to perform or
meet any of its obligations under the Pooling and Servicing
Agreement.
S-II-D-1
(13) No
litigation is pending or, to the best of Park Sienna’s knowledge, threatened,
against Park Sienna that would materially and adversely affect the execution,
delivery or enforceability of the Pooling and Servicing Agreement or the
ability
of Park Sienna to sell the Park Sienna Mortgage Loans or to perform any of
its
other obligations under the Pooling and Servicing Agreement in accordance
with
the terms thereof.
(14) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by Park Sienna
of,
or compliance by Park Sienna with, the Pooling and Servicing Agreement or
the
consummation of the transactions contemplated thereby, or if any such consent,
approval, authorization or order is required, Park Sienna has obtained the
same.
(15) Park
Sienna intends to treat the transfer of the Park Sienna Mortgage Loans to the
Depositor as a sale of the Park Sienna Mortgage Loans for all tax, accounting
and regulatory purposes.
S-II-D-2
SCHEDULE
III-A
CWALT,
Inc.
Mortgage
Pass-Through
Certificates
Series
2007-J1
Representations
and Warranties of
Countrywide as to all of the Mortgage Loans
Countrywide
Home Loans, Inc. (“Countrywide”) hereby makes the representations and warranties
set forth in this Schedule III-A to the Depositor, the Master Servicer and
the
Trustee, with respect to all of the Initial Mortgage Loans as of the Closing
Date, or if so specified herein, as of the Initial Cut-off Date, and with
respect to all of the Supplemental Mortgage Loans as of the related Supplemental
Transfer Date or if so specified herein, as of the related Supplemental Cut-off
Date. Capitalized terms used but not otherwise defined in this
Schedule III-A shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
above-referenced Series, among Countrywide, as a seller, Park Granada LLC,
as a
seller, Park Monaco Inc., as a seller, Park Sienna LLC, as a seller, Countrywide
Home Loans Servicing LP, as master servicer, CWALT, Inc., as depositor, and
The
Bank of New York, as trustee.
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(1)
|
The
information set forth on Schedule I to the Pooling and Servicing
Agreement
with respect to each Initial Mortgage Loan is true and correct
in all
material respects as of the Closing Date and with respect to each
Supplemental Mortgage Loan is true and correct in all material
respects as
of the related Supplemental Transfer
Date.
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(2)
|
As
of the Closing Date, none of the Mortgage Loans is 30 days or more
delinquent.
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(3)
|
None
of the Initial Mortgage Loans had a Loan-to-Value Ratio at origination
in
excess of 100.00%.
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(4)
|
Each
Mortgage is a valid and enforceable first lien on the Mortgaged
Property
subject only to (a) the lien of non delinquent current real property
taxes
and assessments, (b) covenants, conditions and restrictions, rights
of
way, easements and other matters of public record as of the date
of
recording of such Mortgage, such exceptions appearing of record
being
acceptable to mortgage lending institutions generally or specifically
reflected in the appraisal made in connection with the origination
of the
related Mortgage Loan, and (c) other matters to which like properties
are
commonly subject which do not materially interfere with the benefits
of
the security intended to be provided by such
Mortgage.
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(5)
|
[Reserved].
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(6)
|
There
is no delinquent tax or assessment lien against any Mortgaged
Property.
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|
(7)
|
There
is no valid offset, defense or counterclaim to any Mortgage Note
or
Mortgage, including the obligation of the Mortgagor to pay the
unpaid
principal of or interest on such Mortgage
Note.
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(8)
|
There
are no mechanics’ liens or claims for work, labor or material affecting
any Mortgaged Property which are or may be a lien prior to, or
equal with,
the lien of such Mortgage, except those which are insured against
by the
title insurance policy referred to in item (12)
below.
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S-III-A-1
|
(9)
|
As
of the Closing Date with respect to the Initial Mortgage Loans
and as of
the related Supplemental Transfer Date with respect to the Supplemental
Mortgage Loans, to the best of Countrywide’s knowledge, each Mortgaged
Property is free of material damage and in good
repair.
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(10)
|
Each
Mortgage Loan at origination complied in all material respects
with
applicable local, state and federal laws, including, without limitation,
usury, equal credit opportunity, predatory and abusive lending
laws, real estate settlement procedures, truth-in-lending and disclosure
laws, and consummation of the transactions contemplated hereby
will not
involve the violation of any such
laws.
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(11)
|
As
of the Closing Date with respect to the Initial Mortgage Loans
and as of
the related Supplemental Transfer Date with respect to the Supplemental
Mortgage Loans, neither the Sellers nor any prior holder of any
Mortgage
has modified the Mortgage in any material respect (except that
a Mortgage
Loan may have been modified by a written instrument which has been
recorded or submitted for recordation, if necessary, to protect
the
interests of the Certificateholders and the original or a copy
of which
has been delivered to the Trustee); satisfied, cancelled or subordinated
such Mortgage in whole or in part; released the related Mortgaged
Property
in whole or in part from the lien of such Mortgage; or executed
any
instrument of release, cancellation, modification or satisfaction
with
respect thereto.
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(12)
|
A
lender’s policy of title insurance together with a condominium endorsement
and extended coverage endorsement, if applicable, in an amount
at least
equal to the Cut-off Date Stated Principal Balance of each such
Mortgage
Loan or a commitment (binder) to issue the same was effective on
the date
of the origination of each Mortgage Loan, each such policy is valid
and
remains in full force and effect, and each such policy was issued
by a
title insurer qualified to do business in the jurisdiction where
the
Mortgaged Property is located and acceptable to FNMA or FHLMC and
is in a
form acceptable to FNMA or FHLMC, which policy insures Countrywide
and
successor owners of indebtedness secured by the insured Mortgage,
as to
the first priority lien of the Mortgage subject to the exceptions
set
forth in paragraph (4) above; to the best of Countrywide’s knowledge, no
claims have been made under such mortgage title insurance policy
and no
prior holder of the related Mortgage, including Countrywide, has
done, by
act or omission, anything which would impair the coverage of such
mortgage
title insurance policy.
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(13)
|
Each
Mortgage Loan was originated (within the meaning of Section 3(a)(41)
of
the Securities Exchange Act of 1934, as amended) by an entity that
satisfied at the time of origination the requirements of Section
3(a)(41)
of the Securities Exchange Act of 1934, as
amended.
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(14)
|
To
the best of Countrywide’s knowledge, all of the improvements which were
included for the purpose of determining the Appraised Value of
the
Mortgaged Property lie wholly within the boundaries and building
restriction lines of such property, and no improvements on adjoining
properties encroach upon the Mortgaged
Property.
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(15)
|
To
the best of Countrywide’s knowledge, no improvement located on or being
part of the Mortgaged Property is in violation of any applicable
zoning
law or regulation. To the best of Countrywide’s knowledge, all
inspections, licenses and certificates required to be made or issued
with
respect to all occupied portions of the Mortgaged Property and,
with
respect to the use and occupancy of the same, including but not
limited to
certificates of occupancy and fire underwriting certificates, have
been
made or obtained from the appropriate authorities, unless the lack
thereof
would not have a material adverse effect on the value of such Mortgaged
Property, and the Mortgaged Property is lawfully occupied under
applicable
law.
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S-III-A-2
|
(16)
|
Each
Mortgage Note and the related Mortgage are genuine, and each is
the legal,
valid and binding obligation of the maker thereof, enforceable
in
accordance with its terms and under applicable law. To the best
of Countrywide’s knowledge, all parties to the Mortgage Note and the
Mortgage had legal capacity to execute the Mortgage Note and the
Mortgage
and each Mortgage Note and Mortgage have been duly and properly
executed
by such parties.
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(17)
|
The
proceeds of the Mortgage Loans have been fully disbursed, there
is no
requirement for future advances thereunder and any and all requirements
as
to completion of any on-site or off-site improvements and as to
disbursements of any escrow funds therefor have been complied
with. All costs, fees and expenses incurred in making, or
closing or recording the Mortgage Loans were
paid.
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(18)
|
The
related Mortgage contains customary and enforceable provisions
which
render the rights and remedies of the holder thereof adequate for
the
realization against the Mortgaged Property of the benefits of the
security, including, (i) in the case of a Mortgage designated as
a deed of
trust, by trustee’s sale, and (ii) otherwise by judicial
foreclosure.
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(19)
|
With
respect to each Mortgage constituting a deed of trust, a trustee,
duly
qualified under applicable law to serve as such, has been properly
designated and currently so serves and is named in such Mortgage,
and no
fees or expenses are or will become payable by the Certificateholders
to
the trustee under the deed of trust, except in connection with
a trustee’s
sale after default by the
Mortgagor.
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(20)
|
Each
Mortgage Note and each Mortgage is in substantially one of the
forms
acceptable to FNMA or FHLMC, with such riders as have been acceptable
to
FNMA or FHLMC, as the case may be.
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(21)
|
There
exist no deficiencies with respect to escrow deposits and payments,
if
such are required, for which customary arrangements for repayment
thereof
have not been made, and no escrow deposits or payments of other
charges or
payments due Countrywide have been capitalized under the Mortgage
or the
related Mortgage Note.
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(22)
|
The
origination, underwriting and collection practices used by Countrywide
with respect to each Mortgage Loan have been in all respects legal,
prudent and customary in the mortgage lending and servicing
business.
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(23)
|
There
is no pledged account or other security other than real estate
securing
the Mortgagor’s obligations.
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(24)
|
No
Mortgage Loan has a shared appreciation feature, or other contingent
interest feature.
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(25)
|
Each
Mortgage Loan contains a customary “due on sale”
clause.
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(26)
|
Approximately
8.84%, 8.84% and 38.05% of the Initial Mortgage Loans in Loan
Group 1, Loan Group 2 and Loan Group 3, respectively, in each case
by
aggregate Stated Principal Balance of the Mortgage Loans in that
Loan
Group as of the Initial Cut-off Date, provide for a Prepayment
Charge.
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(27)
|
Each
Mortgage Loan which had a Loan-to-Value Ratio at origination in
excess of
80.00% is the subject of a Primary Insurance Policy that insures
that
portion of the principal balance equal to a specified percentage
times the
sum of the remaining principal balance of the related Mortgage
Loan, the
accrued interest thereon and the related foreclosure
expenses. The specified coverage percentage for mortgage loans
with terms to maturity of between 25 and 30 years is 12% for Loan-to-Value
Ratios between 80.01% and 85.00%, 25% for Loan-to-Value Ratios
between
85.01% and 90.00%, 30% for Loan-to-Value Ratios between 90.01%
and 95.00%
and 35% for Loan-to-Value Ratios between 95.01% and 100%. The specified
coverage percentage for mortgage loans with terms to maturity of
up to 20
years ranges from 6% to 12% for Loan-to-Value Ratios between 80.01%
and
85.00%, from 12% to 20% for Loan-to-Value Ratios between 85.01%
and 90.00%
and 20% to 25% for Loan-to-Value Ratios between 90.01% and
95.00%. Each such Primary Insurance Policy is issued by a
Qualified Insurer. All provisions of any such Primary Insurance
Policy have been and are being complied with, any such policy is
in full
force and effect, and all premiums due thereunder have been
paid. Any Mortgage subject to any such Primary Insurance Policy
obligates either the Mortgagor or the mortgagee thereunder to maintain
such insurance and to pay all premiums and charges in connection
therewith, subject, in each case, to the provisions of Section
3.09(b) of
the Pooling and Servicing Agreement. The Mortgage Rate for each
Mortgage Loan is net of any such insurance
premium.
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S-III-A-3
|
(28)
|
As
of the Closing Date or the related Supplemental Transfer Date,
as
applicable, the improvements upon each Mortgaged Property are covered
by a
valid and existing hazard insurance policy with a generally acceptable
carrier that provides for fire and extended coverage and coverage
for such
other hazards as are customary in the area where the Mortgaged
Property is
located in an amount which is at least equal to the lesser of (i)
the
maximum insurable value of the improvements securing such Mortgage
Loan or
(ii) the greater of (a) the outstanding principal balance of the
Mortgage
Loan and (b) an amount such that the proceeds of such policy shall
be
sufficient to prevent the Mortgagor and/or the mortgagee from becoming
a
co-insurer. If the Mortgaged Property is a condominium unit, it
is included under the coverage afforded by a blanket policy for
the
condominium unit. All such individual insurance policies and
all flood policies referred to in item (29) below contain a standard
mortgagee clause naming Countrywide or the original mortgagee,
and its
successors in interest, as mortgagee, and Countrywide has received
no
notice that any premiums due and payable thereon have not been
paid; the
Mortgage obligates the Mortgagor thereunder to maintain all such
insurance
including flood insurance at the Mortgagor’s cost and expense, and upon
the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to
obtain and maintain such insurance at the Mortgagor’s cost and expense and
to seek reimbursement therefor from the
Mortgagor.
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(29)
|
If
the Mortgaged Property is in an area identified in the Federal
Register by
the Federal Emergency Management Agency as having special flood
hazards, a
flood insurance policy in a form meeting the requirements of the
current
guidelines of the Flood Insurance Administration is in effect with
respect
to such Mortgaged Property with a generally acceptable carrier
in an
amount representing coverage not less than the least of (A) the
original
outstanding principal balance of the Mortgage Loan, (B) the minimum
amount
required to compensate for damage or loss on a replacement cost
basis, or
(C) the maximum amount of insurance that is available under the
Flood
Disaster Protection Act of 1973, as
amended.
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(30)
|
To
the best of Countrywide’s knowledge, there is no proceeding occurring,
pending or threatened for the total or partial condemnation of
the
Mortgaged Property.
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(31)
|
There
is no material monetary default existing under any Mortgage or
the related
Mortgage Note and, to the best of Countrywide’s knowledge, there is no
material event which, with the passage of time or with notice and
the
expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration under the Mortgage or
the
related Mortgage Note; and Countrywide has not waived any default,
breach,
violation or event of acceleration.
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S-III-A-4
|
(32)
|
Each
Mortgaged Property is improved by a one- to four-family residential
dwelling including condominium units and dwelling units in PUDs,
which, to
the best of Countrywide’s knowledge, does not include cooperatives or
mobile homes and does not constitute other than real property under
state
law.
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(33)
|
Each
Mortgage Loan is being master serviced by the Master
Servicer.
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(34)
|
Any
future advances made prior to the Cut-off Date have been consolidated
with
the outstanding principal amount secured by the Mortgage, and the
secured
principal amount, as consolidated, bears a single interest rate
and single
repayment term reflected on the Mortgage Loan Schedule. The
consolidated principal amount does not exceed the original principal
amount of the Mortgage Loan. The Mortgage Note does not permit
or obligate the Master Servicer to make future advances to the
Mortgagor
at the option of the Mortgagor.
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(35)
|
All
taxes, governmental assessments, insurance premiums, water, sewer
and
municipal charges, leasehold payments or ground rents which previously
became due and owing have been paid, or an escrow of funds has
been
established in an amount sufficient to pay for every such item
which
remains unpaid and which has been assessed, but is not yet due
and
payable. Except for (A) payments in the nature of escrow
payments, and (B) interest accruing from the date of the Mortgage
Note or
date of disbursement of the Mortgage proceeds, whichever is later,
to the
day which precedes by one month the Due Date of the first installment
of
principal and interest, including without limitation, taxes and
insurance
payments, the Master Servicer has not advanced funds, or induced,
solicited or knowingly received any advance of funds by a party
other than
the Mortgagor, directly or indirectly, for the payment of any amount
required by the Mortgage.
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(36)
|
Other
than with respect to any Streamlined Documentation Mortgage Loan
as to
which the loan-to-value ratio of the related Original Mortgage
Loan was
less than 90% at the time of the origination of such Original Mortgage
Loan, prior to the approval of the Mortgage Loan application, an
appraisal
of the related Mortgaged Property was obtained from a qualified
appraiser,
duly appointed by the originator, who had no interest, direct or
indirect,
in the Mortgaged Property or in any loan made on the security thereof,
and
whose compensation is not affected by the approval or disapproval
of the
Mortgage Loan; such appraisal is in a form acceptable to FNMA and
FHLMC.
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(37)
|
None
of the Initial Mortgage Loans are graduated payment mortgage loans
or a
growing equity mortgage loans, and none of the Initial Mortgage
Loans are
subject to a buydown or similar
arrangement.
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(38)
|
Any
leasehold estate securing a Mortgage Loan has a term of not less
than five
years in excess of the term of the related Mortgage
Loan.
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(39)
|
The
Mortgage Loans were selected from among the outstanding fixed-rate
one- to
four-family mortgage loans in the portfolios of the Sellers at
the Closing
Date as to which the representations and warranties made as to
the
Mortgage Loans set forth in this Schedule III-A can be
made. Such selection was not made in a manner intended to
adversely affect the interests of
Certificateholders.
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(40)
|
Approximately
67.61%, 50.72% and 25.29% of the Initial Mortgage Loans in Loan
Group 1,
Loan Group 2 and Loan Group 3, respectively, in each case by aggregate
Stated Principal Balance of the Mortgage Loans in that Loan Group
as of
the Initial Cut-off Date, were underwritten in all material respects
in
accordance with Countrywide’s underwriting guidelines as set forth in the
Prospectus Supplement. Approximately 3.87%, 24.12% and 13.35%
of the Initial Mortgage Loans in Loan Group 1, Loan Group 2 and
Loan Group
3, respectively, in each case by aggregate Stated Principal Balance
of the
Mortgage Loans in that Loan Group as of the Initial Cut-off Date,
were
originated by American Home Mortgage Corp.’s underwriting guidelines as
set forth in the Prospectus Supplement. Approximately 29.48% of
the Initial Mortgage Loans in Loan Group 3 by aggregate Stated
Principal
Balance of the Mortgage Loans in that Loan Group as of the Initial
Cut-off
Date, were originated by SouthStar Funding LLC’s underwriting guidelines
as set forth in the Prospectus Supplement. Each of the
remaining Mortgage Loans were underwritten in all material respects
in
accordance with the procedures set forth in the Prospectus under
“Loan
Program – Underwriting Standards”.
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S-III-A-5
|
(41)
|
Each
Initial Mortgage Loan has a payment date on or before the Due Date
in the
month of the first Distribution
Date.
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(42)
|
With
respect to any Mortgage Loan as to which an affidavit has been
delivered
to the Trustee certifying that the original Mortgage Note is a
Lost
Mortgage Note, if such Mortgage Loan is subsequently in default,
the
enforcement of such Mortgage Loan or of the related Mortgage by
or on
behalf of the Trustee will not be materially adversely affected
by the
absence of the original Mortgage Note. A “Lost Mortgage Note”
is a Mortgage Note the original of which was permanently lost or
destroyed
and has not been replaced.
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(43)
|
The
Mortgage Loans, individually and in the aggregate, conform in all
material
respects to the descriptions thereof in the Prospectus
Supplement.
|
|
(44)
|
The
aggregate principal balance of the Discount Mortgage Loans in Loan
Group 1
and Loan Group 2 will not exceed $4,608,130.23 and $1,871,416.79,
respectively.
|
|
(45)
|
Each
Mortgage Loan was originated by a savings and loan association,
savings
bank, commercial bank, credit union, insurance company, or mortgage
banking company which is supervised and examined by a federal or
state
authority, or by a mortgagee approved by the Secretary of Housing
and
Urban Development pursuant to Sections 2.03 and 2.11 of the National
Housing Act.
|
|
(46)
|
Each
Mortgage Loan was (A) originated no earlier than six months prior
to the
time the Seller purchased such Mortgage Loan pursuant to a mortgage
loan
purchase agreement or other similar agreement and (B) underwritten
or
reunderwritten by Countrywide in accordance with Countrywide’s
underwriting guidelines in effect at the time the loan was underwritten
or
reunderwritten, as applicable.
|
|
(47)
|
None
of the Mortgage Loans are subject to the Georgia Fair Lending Act,
as
amended.
|
|
(48)
|
None
of the Mortgage Loans are “high cost” loans as defined by applicable
predatory and abusive lending laws.
|
|
(49)
|
None
of the Mortgage Loans are covered by the Home Ownership and Equity
Protection Act of 1994 (“HOEPA”).
|
|
(50)
|
No
Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22 et
seq.).
|
|
(51)
|
No
Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home
Loan Protection Act effective January 1, 2004 (N.M. Stat. Xxx.
§§ 58-21A-1
et seq.).
|
S-III-A-6
|
(52)
|
No
Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act effective November
7, 2004
(Mass. Gen. Laws ch. 183C).
|
|
(53)
|
No
Mortgage Loan originated on or after January 1, 2005 is a “High Cost Home
Loan” as defined in the Indiana Home Loan Practices Act, effective January
1, 2005 (Ind. Code Xxx. Sections 24-9-1-1 through
24-9-1-9).
|
|
(54)
|
All
of the Mortgage Loans were originated in compliance with all applicable
laws, including, but not limited to, all applicable anti-predatory
and
abusive lending laws.
|
|
(55)
|
No
Mortgage Loan is a High Cost Loan or Covered Loan, as applicable,
and with
respect to the foregoing, the terms “High Cost Loan” and “Covered Loan”
have the meaning assigned to them in the then current Standard
&
Poor’s LEVELS® Version 5.7 Glossary Revised, Appendix E which is attached
hereto as Exhibit Q (the “Glossary”) where (x) a “High Cost Loan” is each
loan identified in the column “Category under applicable anti-predatory
lending law” of the table entitled “Standard & Poor's High Cost Loan
Categorization” in the Glossary as each such loan is defined in the
applicable anti-predatory lending law of the State or jurisdiction
specified in such table and (y) a “Covered Loan” is each loan identified
in the column “Category under applicable anti-predatory lending law” of
the table entitled “Standard & Poor's Covered Loan Categorization” in
the Glossary as each such loan is defined in the applicable anti-predatory
lending law of the State or jurisdiction specified in such
table.
|
S-III-A-7
SCHEDULE
III-B
CWALT,
Inc.
Mortgage
Pass-Through Certificates
Series
2007-J1
Representations
and Warranties of Countrywide as to the Countrywide Mortgage
Loans
Countrywide
Home Loans, Inc. (“Countrywide”) hereby makes the representations and warranties
set forth in this Schedule III-B to the Depositor, the Master Servicer and
the
Trustee, with respect to the Countrywide Mortgage Loans that are Initial
Mortgage Loans as of the Closing Date, or if so specified herein, as of the
Initial Cut-off Date, and with respect to Countrywide Mortgage Loans that
are
Supplemental Mortgage Loans, as of the related Supplemental Transfer Date
or if
so specified herein , as of the related Supplemental Cut-off
Date. Capitalized terms used but not otherwise defined in this
Schedule III-B shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
above-referenced Series, among Countrywide, as a seller, Park Granada LLC,
as a
seller, Park Monaco Inc., as a seller, Park Sienna LLC, as a seller, Countrywide
Home Loans Servicing LP, as master servicer, CWALT, Inc., as depositor, and
The
Bank of New York, as trustee.
Immediately
prior to the assignment of each Countrywide Mortgage Loan to the Depositor,
Countrywide had good title to, and was the sole owner of, such Countrywide
Mortgage Loan free and clear of any pledge, lien, encumbrance or security
interest and had full right and authority, subject to no interest or
participation of, or agreement with, any other party, to sell and assign
the
same pursuant to the Pooling and Servicing Agreement.
S-III-B-1
SCHEDULE
III-C
CWALT,
Inc.
Mortgage
Pass-Through Certificates
Series
2007-J1
Representations
and Warranties of Park Granada as to the Park Granada Mortgage
Loans
Park
Granada LLC (“Park Granada”) hereby makes the representations and warranties set
forth in this Schedule III-C to the Depositor, the Master Servicer and the
Trustee, with respect to the Park Granada Mortgage Loans that are Initial
Mortgage Loans as of the Closing Date, or if so specified herein, as of the
Initial Cut-off Date, and with respect to Park Granada Mortgage Loans that
are
Supplemental Mortgage Loans, as of the related Supplemental Transfer Date
or if
so specified herein, as of the related Supplemental Cut-off
Date. Capitalized terms used but not otherwise defined in this
Schedule III-C shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
above-referenced Series, among Countrywide Home Loans, Inc., as a seller,
Park
Granada LLC, as a seller, Park Monaco Inc., as a seller, Park Sienna LLC,
as a
seller, Countrywide Home Loans Servicing LP, as master servicer, CWALT, Inc.,
as
depositor, and The Bank of New York, as trustee.
(1) Immediately
prior to the assignment of each Park Granada Mortgage Loan to the Depositor,
Park Granada had good title to, and was the sole owner of, such Park Granada
Mortgage Loan free and clear of any pledge, lien, encumbrance or security
interest and had full right and authority, subject to no interest or
participation of, or agreement with, any other party, to sell and assign
the
same pursuant to the Pooling and Servicing Agreement.
S-III-C-1
SCHEDULE
III-D
CWALT,
Inc.
Mortgage
Pass-Through Certificates
Series
2007-J1
Representations
and Warranties of Park Monaco as to the Park Monaco Mortgage
Loans
Park
Monaco Inc. (“Park Monaco”) hereby makes the representations and warranties set
forth in this Schedule III-D to the Depositor, the Master Servicer and the
Trustee, with respect to the Park Monaco Mortgage Loans that are Initial
Mortgage Loans as of the Closing Date, or if so specified herein, as of the
Initial Cut-off Date, and with respect to Park Monaco Mortgage Loans that
are
Supplemental Mortgage Loans, as of the related Supplemental Transfer Date
or if
so specified herein, as of the related Supplemental Cut-off
Date.. Capitalized terms used but not otherwise defined in this
Schedule III-D shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
above-referenced Series, among Countrywide Home Loans, Inc., as a seller,
Park
Monaco, as a seller, Park Granada LLC, as a seller, Park Sienna LLC, as a
seller, Countrywide Home Loans Servicing LP, as master servicer, CWALT, Inc.,
as
depositor, and The Bank of New York, as trustee.
(1) Immediately
prior to the assignment of each Park Monaco Mortgage Loan to the Depositor,
Park
Monaco had good title to, and was the sole owner of, such Park Monaco Mortgage
Loan free and clear of any pledge, lien, encumbrance or security interest
and
had full right and authority, subject to no interest or participation of,
or
agreement with, any other party, to sell and assign the same pursuant to
the
Pooling and Servicing Agreement.
S-III-D-1
SCHEDULE
III-E
CWALT,
Inc.
Mortgage
Pass-Through Certificates
Series
2007-J1
Representations
and Warranties of Park Sienna as to the Park Sienna Mortgage
Loans
Park
Sienna LLC (“Park Sienna”) hereby makes the representations and warranties set
forth in this Schedule III-E to the Depositor, the Master Servicer and the
Trustee, with respect to the Park Sienna Mortgage Loans that are Initial
Mortgage Loans as of the Closing Date, or if so specified herein, as of the
Initial Cut-off Date, and with respect to Park Sienna Mortgage Loans that
are
Supplemental Mortgage Loans, as of the related Supplemental Transfer Date
or if
so specified herein, as of the related Supplemental Cut-off
Date.. Capitalized terms used but not otherwise defined in this
Schedule III-E shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
above-referenced Series, among Countrywide Home Loans, Inc., as a seller,
Park
Sienna LLC, as a seller, Park Monaco Inc., as a seller, Park Granada LLC,
as a
seller, Countrywide Home Loans Servicing LP, as master servicer, CWALT, Inc.,
as
depositor, and The Bank of New York, as trustee.
(1) Immediately
prior to the assignment of each Park Sienna Mortgage Loan to the Depositor,
Park
Sienna had good title to, and was the sole owner of, such Park Sienna Mortgage
Loan free and clear of any pledge, lien, encumbrance or security interest
and
had full right and authority, subject to no interest or participation of,
or
agreement with, any other party, to sell and assign the same pursuant to
the
Pooling and Servicing Agreement.
S-III-E-1
SCHEDULE
IV
CWALT,
Inc.
Mortgage
Pass-Through Certificates
Series
2007-J1
Representations
and Warranties of the Master Servicer
Countrywide
Home Loans Servicing LP (“Countrywide Servicing”) hereby makes the
representations and warranties set forth in this Schedule IV to the Depositor,
the Sellers and the Trustee, as of the Closing Date. Capitalized
terms used but not otherwise defined in this Schedule IV shall have the meanings
ascribed thereto in the Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”) relating to the above-referenced Series, among Countrywide
Home Loans, Inc., as a seller, Park Granada LLC, as a seller, Park Monaco
Inc.,
as a seller, Park Sienna LLC, as a seller, Countrywide Home Loans Servicing
LP,
as master servicer, CWALT, Inc., as depositor, and The Bank of New York,
as
trustee.
Countrywide
Servicing is duly organized as a limited partnership and is validly
existing and in good standing under the laws of the State of Texas and is
duly
authorized and qualified to transact any and all business contemplated by
the
Pooling and Servicing Agreement to be conducted by Countrywide Servicing
in any
state in which a Mortgaged Property is located or is otherwise not required
under applicable law to effect such qualification and, in any event, is in
compliance with the doing business laws of any such state, to the extent
necessary to perform any of its obligations under the Pooling and Servicing
Agreement in accordance with the terms thereof.
Countrywide
Servicing has the full partnership power and authority to service each Mortgage
Loan, and to execute, deliver and perform, and to enter into and consummate
the
transactions contemplated by the Pooling and Servicing Agreement and has
duly
authorized by all necessary partnership action on the part of Countrywide
Servicing the execution, delivery and performance of the Pooling and Servicing
Agreement; and the Pooling and Servicing Agreement, assuming the due
authorization, execution and delivery thereof by the other parties thereto,
constitutes a legal, valid and binding obligation of Countrywide Servicing,
enforceable against Countrywide Servicing in accordance with its terms, except
that (a) the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws relating to
creditors’ rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.
The
execution and delivery of the Pooling and Servicing Agreement by Countrywide
Servicing, the servicing of the Mortgage Loans by Countrywide Servicing under
the Pooling and Servicing Agreement, the consummation of any other of the
transactions contemplated by the Pooling and Servicing Agreement, and the
fulfillment of or compliance with the terms thereof are in the ordinary course
of business of Countrywide Servicing and will not (A) result in a material
breach of any term or provision of the certificate of limited partnership,
partnership agreement or other organizational document of Countrywide Servicing
or (B) materially conflict with, result in a material breach, violation or
acceleration of, or result in a material default under, the terms of any
other
material agreement or instrument to which Countrywide Servicing is a party
or by
which it may be bound, or (C) constitute a material violation of any
statute, order or regulation applicable to Countrywide Servicing of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over Countrywide Servicing; and Countrywide Servicing is not in breach or
violation of any material indenture or other material agreement or instrument,
or in violation of any statute, order or regulation of any court, regulatory
body, administrative agency or governmental body having jurisdiction over
it
which breach or violation may materially impair the ability of Countrywide
Servicing to perform or meet any of its obligations under the Pooling and
Servicing Agreement.
S-IV-1
Countrywide
Servicing is an approved servicer of conventional mortgage loans for FNMA
or
FHLMC and is a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to sections 203 and 211 of the National Housing
Act.
No
litigation is pending or, to the best of Countrywide Servicing’s knowledge,
threatened, against Countrywide Servicing that would materially and adversely
affect the execution, delivery or enforceability of the Pooling and Servicing
Agreement or the ability of Countrywide Servicing to service the Mortgage
Loans
or to perform any of its other obligations under the Pooling and Servicing
Agreement in accordance with the terms thereof.
No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by Countrywide
Servicing of, or compliance by Countrywide Servicing with, the Pooling and
Servicing Agreement or the consummation of the transactions contemplated
thereby, or if any such consent, approval, authorization or order is required,
Countrywide Servicing has obtained the same.
Countrywide
Servicing is a member of MERS in good standing, and will comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the MERS Mortgage Loans for as long as such Mortgage Loans are registered
with MERS.
S-IV-2
SCHEDULE
V
Principal
Balances Schedule
[Attached
to Prospectus Supplement, if applicable]
S-V-1
SCHEDULE
VI
Form
of Monthly Master Servicer
Report
|
LOAN
LEVEL REPORTING
SYSTEM
|
||||
|
DATABASE
STRUCTURE
|
||||
|
[MONTH,
YEAR]
|
||||
|
Field
Number
|
Field
Name
|
Field
Type
|
Field
Width
|
Dec
|
|
1
|
INVNUM
|
Numeric
|
4
|
|
|
2
|
INVBLK
|
Numeric
|
4
|
|
|
3
|
INACNU
|
Character
|
8
|
|
|
4
|
BEGSCH
|
Numeric
|
15
|
2
|
|
5
|
SCHPRN
|
Numeric
|
13
|
2
|
|
6
|
TADPRN
|
Numeric
|
11
|
2
|
|
7
|
LIQEPB
|
Numeric
|
11
|
2
|
|
8
|
ACTCOD
|
Numeric
|
11
|
|
|
9
|
ACTDAT
|
Numeric
|
4
|
|
|
10
|
INTPMT
|
Numeric
|
8
|
|
|
11
|
PRNPMT
|
Numeric
|
13
|
2
|
|
12
|
ENDSCH
|
Numeric
|
13
|
2
|
|
13
|
SCHNOT
|
Numeric
|
13
|
2
|
|
14
|
SCHPAS
|
Numeric
|
7
|
3
|
|
15
|
PRINPT
|
Numeric
|
7
|
3
|
|
16
|
PRIBAL
|
Numeric
|
11
|
2
|
|
17
|
LPIDTE
|
Numeric
|
13
|
2
|
|
18
|
DELPRN
|
Numeric
|
7
|
|
|
19
|
PPDPRN
|
Numeric
|
11
|
2
|
|
20
|
DELPRN
|
Numeric
|
11
|
2
|
|
21
|
NXTCHG
|
Numeric
|
8
|
|
|
22
|
ARMNOT
|
Numeric
|
7
|
3
|
|
23
|
ARMPAS
|
Numeric
|
7
|
3
|
|
24
|
ARMPMT
|
Numeric
|
11
|
2
|
|
25
|
ZZTYPE
|
Character
|
2
|
|
|
26
|
ISSUID
|
Character
|
1
|
|
|
27
|
KEYNAME
|
Character
|
8
|
|
|
TOTAL
|
240
|
|||
|
Suggested
Format:
|
DBASE
file
Modem
transmission
|
|
||
S-VI-1
SCHEDULE
VIII
Prepayment
Charge Schedule
S-VI-1
SCHEDULE
VIII
Available
Exchanges of Depositable Certificates for Exchangeable Certificates(1)(2)
|
Classes
of Depositable Certificates
|
Related
Classes of Exchangeable Certificates
|
||||||||
|
Classes
of Depositable Certificates
|
Original
Certificate Balance or Notional Amount
|
Classes
of Exchangeable Certificates
|
Maximum
Original Certificate Balance or Notional
Amount
|
Pass-Through
Rate
|
|||||
|
Recombination
1 (3)
|
|||||||||
|
Class 1-A-4
|
$18,540,000
|
Class
1-A-5
|
$18,540,000
|
5.25%
|
|||||
|
Class
1-A-6
|
$18,540,000
|
5.50%
|
|||||||
|
Class
1-A-7
|
$1,612,173
(4)
|
5.75%
|
|||||||
|
Recombination
2
|
|||||||||
|
Class 1-A-4
|
$18,540,000
|
Class
1-A-8
|
$17,767,500
|
6.00%
|
|||||
|
Class
1-A-9
|
$772,500
|
0.00%
|
|||||||
|
Recombination
3 (5)
|
|||||||||
|
Class 1-A-1
|
$125,000,000
|
Class
1-A-13
|
$133,438,000
|
5.25%
|
|||||
|
Class 1-A-3
|
$8,438,000
|
Class
1-A-14
|
$133,438,000
|
5.50%
|
|||||
|
Class
1-A-15
|
$11,603,304
(4)
|
5.75%
|
|||||||
|
Recombination
4 (6)
|
|||||||||
|
Class 2-A-3
|
$26,500,000
|
Class
2-A-11
|
$26,500,000
|
5.25%
|
|||||
|
Class
2-A-12
|
$26,500,000
|
5.50%
|
|||||||
|
Class
2-A-13
|
$26,500,000
|
5.75%
|
|||||||
|
Class
2-A-14
|
$3,312,500
(4)
|
6.00%
|
|||||||
|
Recombination
5 (7)
|
|||||||||
|
Class 2-A-4
|
$2,000,000
|
Class
2-A-15
|
$2,000,000
|
5.25%
|
|||||
|
Class
2-A-16
|
$2,000,000
|
5.50%
|
|||||||
|
Class
2-A-17
|
$2,000,000
|
5.75%
|
|||||||
|
Class
2-A-18
|
$250,000
(4)
|
6.00%
|
|||||||
|
Recombination
6 (8)
|
|||||||||
|
Class 2-A-5
|
$11,500,000
|
Class
2-A-19
|
$11,500,000
|
5.25%
|
|||||
|
Class
2-A-20
|
$11,500,000
|
5.50%
|
|||||||
|
Class
2-A-21
|
$11,500,000
|
5.75%
|
|||||||
|
Class
2-A-22
|
$1,437,500
(4)
|
6.00%
|
|||||||
|
Recombination
7 (9)
|
|||||||||
|
Class 2-A-8
|
$58,572,000
|
Class
2-A-23
|
$58,572,000
|
5.25%
|
|||||
|
Class
2-A-24
|
$58,572,000
|
5.50%
|
|||||||
|
Class
2-A-25
|
$58,572,000
|
5.75%
|
|||||||
|
Class
2-A-26
|
$7,321,500
(4)
|
6.00%
|
|||||||
|
Recombination
8 (10)
|
|||||||||
|
Class 2-A-9
|
$5,714,000
|
Class
2-A-27
|
$5,714,000
|
5.25%
|
|||||
|
Class
2-A-28
|
$5,714,000
|
5.50%
|
|||||||
|
Class
2-A-29
|
$5,714,000
|
5.75%
|
|||||||
|
Class
2-A-30
|
$714,250
(4)
|
6.00%
|
|||||||
|
Recombination
9 (11)
|
|||||||||
|
Class 2-A-10
|
$38,568,000
|
Class
2-A-31
|
$38,568,000
|
5.25%
|
|||||
|
Class
2-A-32
|
$38,568,000
|
5.50%
|
|||||||
|
Class
2-A-33
|
$38,568,000
|
5.75%
|
|||||||
|
Class
2-A-34
|
$4,821,000
(4)
|
6.00%
|
|||||||
|
Recombination
10 (12)
|
|||||||||
|
Class 2-A-8
|
$58,572,000
|
Class
2-A-35
|
$64,286,000
|
5.25%
|
|||||
|
Class 2-A-9
|
$5,714,000
|
Class
2-A-36
|
$64,286,000
|
5.50%
|
|||||
|
Class
2-A-37
|
$64,286,000
|
5.75%
|
|||||||
|
Class
2-A-38
|
$8,035,750
(4)
|
6.00%
|
|||||||
|
Recombination
11 (13)
|
|||||||||
|
Class 2-A-3
|
$26,500,000
|
Class
2-A-39
|
$28,500,000
|
5.25%
|
|||||
|
Class 2-A-4
|
$2,000,000
|
Class
2-A-40
|
$28,500,000
|
5.50%
|
|||||
|
Class
2-A-41
|
$28,500,000
|
5.75%
|
|||||||
|
Class
2-A-42
|
$3,562,500
(4)
|
6.00%
|
|||||||
|
Recombination
12
|
|||||||||
|
Class 1-A-4
|
$18,540,000
|
Class
1-A-10
|
$17,367,000
|
5.75%
|
|||||
|
Class
1-A-11
|
$1,173,000
|
5.75%
|
|||||||
|
Recombination
13
|
|||||||||
|
Class 1-A-1
|
$125,000,000
|
Class
1-A-12
|
$133,438,000
|
5.75%
|
|||||
|
Class 1-A-3
|
$8,438,000
|
||||||||
|
Recombination
14
|
|||||||||
|
Class 2-A-3
|
$26,500,000
|
Class
2-A-43
|
$28,500,000
|
6.00%
|
|||||
|
Class 2-A-4
|
$2,000,000
|
||||||||
|
Recombination
15
|
|||||||||
|
Class 2-A-8
|
$58,572,000
|
Class
2-A-44
|
$64,286,000
|
6.00%
|
|||||
|
Class 2-A-9
|
$5,714,000
|
||||||||
S-VI-1
______________
|
(1)
|
Depositable
Certificates and Exchangeable Certificates may be exchanged only
in the
proportions shown in this Schedule VIII. In any exchange, the
relative proportions of the Depositable Certificates to be delivered
(or,
if applicable, received) in such exchange will equal the proportions
reflected by the outstanding Class Certificate Balances or Notional
Amounts of the related Depositable Certificates at the time of
exchange.
|
|
(2)
|
If,
as a result of a proposed exchange, a Certificateholder would hold
a
Depositable Certificate or Exchangeable Certificate of a Class
in an
amount less than the applicable minimum Denomination for that Class,
the
Certificateholder will be unable to effect the proposed
exchange.
|
|
(3)
|
The
Class 1-A-4 Certificates may be exchanged for either (i) the Class
1-A-5
and Class 1-A-7 Certificates or (ii) the Class 1-A-6 and Class
1-A-7
Certificates in such proportions that result in principal and interest
entitlements of the Classes of Certificates received being equal
to the
principal and interest entitlements for the Class 1-A-4
Certificates.
|
|
(4)
|
This
Class of Certificates is a Class of interest-only Notional Amount
Certificates. The Notional Amount reflected in the table
represents the maximum initial Notional Amount for this Class of
Certificates.
|
|
(5)
|
The
Class 1-A-1 and Class 1-A-3 Certificates may be exchanged for either
(i)
the Class 1-A-13 and Class 1-A-15 Certificates or (ii) the Class
1-A-14
and Class 1-A-15 Certificates in such proportions that result in
principal
and interest entitlements of the Classes of Certificates received
being
equal to the principal and interest entitlements for the Class
1-A-1 and
Class 1-A-3 Certificates.
|
S-VI-2
|
(6)
|
The
Class 2-A-3 Certificates may be exchanged for either (i) the Class
2-A-11
and Class 2-A-14 Certificates, (ii) the Class 2-A-12 and Class
2-A-14
Certificates or (iii) the Class 2-A-13 and Class 2-A-14 Certificates
in
such proportions that result in principal and interest entitlements
of the
Classes of Certificates received being equal to the principal and
interest
entitlements for the Class 2-A-3
Certificates.
|
|
(7)
|
The
Class 2-A-4 Certificates may be exchanged for either (i) the Class
2-A-15
and Class 2-A-18 Certificates, (ii) the Class 2-A-16 and Class
2-A-18
Certificates or (iii) the Class 2-A-17 and Class 2-A-18 Certificates
in
such proportions that result in principal and interest entitlements
of the
Classes of Certificates received being equal to the principal and
interest
entitlements for the Class 2-A-4
Certificates.
|
|
(8)
|
The
Class 2-A-5 Certificates may be exchanged for either (i) the Class
2-A-19
and Class 2-A-22 Certificates, (ii) the Class 2-A-20 and Class
2-A-22
Certificates or (iii) the Class 2-A-21 and Class 2-A-22 Certificates
in
such proportions that result in principal and interest entitlements
of the
Classes of Certificates received being equal to the principal and
interest
entitlements for the Class 2-A-5
Certificates.
|
|
(9)
|
The
Class 2-A-8 Certificates may be exchanged for either (i) the Class
2-A-23
and Class 2-A-26 Certificates, (ii) the Class 2-A-24 and Class
2-A-26
Certificates or (iii) the Class 2-A-25 and Class 2-A-26 Certificates
in
such proportions that result in principal and interest entitlements
of the
Classes of Certificates received being equal to the principal and
interest
entitlements for the Class 2-A-8
Certificates.
|
|
(10)
|
The
Class 2-A-9 Certificates may be exchanged for either (i) the Class
2-A-27
and Class 2-A-30 Certificates, (ii) the Class 2-A-28 and Class
2-A-30
Certificates or (iii) the Class 2-A-29 and Class 2-A-30 Certificates
in
such proportions that result in principal and interest entitlements
of the
Classes of Certificates received being equal to the principal and
interest
entitlements for the Class 2-A-9
Certificates.
|
|
(11)
|
The
Class 2-A-10 Certificates may be exchanged for either (i) the Class
2-A-31
and Class 2-A-34 Certificates, (ii) the Class 2-A-32 and Class
2-A-34
Certificates or (iii) the Class 2-A-33 and Class 2-A-34 Certificates
in
such proportions that result in principal and interest entitlements
of the
Classes of Certificates received being equal to the principal and
interest
entitlements for the Class 2-A-10
Certificates.
|
|
(12)
|
The
Class 2-A-8 and Class 2-A-9 Certificates may be exchanged for either
(i)
the Class 2-A-35 and Class 2-A-38 Certificates, (ii) the Class
2-A-36 and
Class 2-A-38 Certificates or (iii) the Class 2-A-37 and Class 2-A-38
Certificates in such proportions that result in principal and interest
entitlements of the Classes of Certificates received being equal
to the
principal and interest entitlements for the Class 2-A-8 and
Class 2-A-9 Certificates.
|
|
(13)
|
The
Class 2-A-3 and Class 2-A-4 Certificates may be exchanged for either
(i)
the Class 2-A-39 and Class 2-A-42 Certificates, (ii) the Class
2-A-40 and
Class 2-A-42 Certificates or (iii) the Class 2-A-41 and Class 2-A-42
Certificates in such proportions that result in principal and interest
entitlements of the Classes of Certificates received being equal
to the
principal and interest entitlements for the Class 2-A-3 and
Class 2-A-4 Certificates
|
S-VI-3
EXHIBIT
A
[FORM
OF SENIOR CERTIFICATE AND
EXCHANGEABLE CERTIFICATE]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
[SOLELY
FOR U.S. FEDERAL INCOME TAX
PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”).]
[UNTIL
THIS CERTIFICATE HAS BEEN THE
SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, NEITHER THIS CERTIFICATE NOR
ANY
INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE
TRUSTEE
EITHER (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS
NOT,
AND IS NOT INVESTING ASSETS OF, AN EMPLOYEE BENEFIT PLAN SUBJECT
TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO
SECTION 4975 OF THE CODE, OR (B) AN OPINION OF COUNSEL IN ACCORDANCE WITH
THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. SUCH REPRESENTATION
SHALL BE DEEMED TO
HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE’S ACCEPTANCE OF A CERTIFICATE OF
THIS CLASS AND BY A BENEFICIAL OWNER’S ACCEPTANCE OF ITS INTEREST IN A
CERTIFICATE OF THIS CLASS.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, UNTIL THIS CERTIFICATE
HAS
BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, ANY PURPORTED
TRANSFER OF THIS CERTIFICATE TO, OR TO A PERSON INVESTING ASSETS OF, AN EMPLOYEE
BENEFIT PLAN SUBJECT TO ERISA OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION
4975
OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS
DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]
A-1
|
Certificate
No.
|
:
|
|
|
Cut-off
Date
|
:
|
|
|
First
Distribution
Date
|
:
|
|
|
Initial
Certificate
Balance
|
||
|
of
this
Certificate
|
||
|
(“Denomination”)
|
:
|
$
|
|
Initial
Certificate Balance
|
||
|
of
all Certificates
of
|
||
|
this
Class
|
:
|
$
|
|
CUSIP
|
:
|
|
|
Interest
Rate
|
:
|
|
|
Maturity
Date
|
:
|
CWALT,
INC.
Mortgage
Pass-Through Certificates,
Series 200____-____
Class
[ ]
evidencing
a percentage interest in the
distributions allocable to the Certificates of the above-referenced Class
with
respect to a Trust Fund consisting primarily of a pool of conventional mortgage
loans (the “Mortgage Loans”) secured by first liens on one- to four-family
residential properties
CWALT,
Inc., as
Depositor
Principal
in respect of this Certificate
is distributable monthly as set forth herein. Accordingly, the
Certificate Balance at any time may be less than the Certificate Balance
as set
forth herein. This Certificate does not evidence an obligation of, or
an interest in, and is not guaranteed by the Depositor, the Sellers, the Master
Servicer or the
Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or
instrumentality.
This
certifies that
is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate Initial Certificate
Balance
of all Certificates of the Class to
which this Certificate belongs) in certain monthly distributions with respect
to
a Trust Fund consisting primarily of the Mortgage Loans deposited by CWALT,
Inc.
(the “Depositor”). The Trust Fund was created pursuant to a Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”) among the Depositor, Countrywide Home Loans, Inc., as a seller
(“CHL”), Park Granada LLC, as a
seller (“Park Granada”), Park Monaco, Inc., as a seller (“Park Monaco”), and
Park Sienna LLC, as a seller (“Park Sienna” and, together with CHL, Park Granada
and Park Monaco, the “Sellers”), Countrywide Home Loans Servicing LP, as master
servicer (the “Master Servicer”),
and The Bank of New York, as trustee
(the “Trustee”). To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
A-2
[Until
this certificate has been the
subject of an ERISA-Qualifying Underwriting, no transfer of a Certificate
of
this Class shall be made unless the Trustee shall have received either (i)
a
representation letter from the transferee of such Certificate, acceptable
to and
in form and substance satisfactory to the Trustee, to the effect that such
transferee is not an employee benefit plan subject to Section 406 of ERISA
or a
plan or arrangement subject to Section 4975 of the Code, or a person acting
on
behalf of or investing plan assets of any such benefit plan or arrangement,
which representation letter shall not be an expense of the Trustee, the Master
Servicer or the Trust Fund, or (ii) in the case of any such Certificate presented
for registration
in the name of an employee benefit plan subject to ERISA or a
plan or arrangement subject to Section
4975 of the Code
(or comparable provisions of any
subsequent enactments), a trustee of any such benefit plan or arrangement
or any
other person acting on behalf of any such benefit plan or
arrangement, an Opinion of
Counsel satisfactory to the Trustee to the effect that the purchase and holding
of such Certificate will not result in a non-exempt prohibited transaction
under
Section 406 of ERISA or Section 4975 of the Code, and will not subject the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Agreement, which Opinion of Counsel shall not be an expense of the
Trustee, the Master Servicer or the Trust Fund. Unless the transferee
delivers the
Opinion of Counsel described above, such representation shall be deemed to
have
been made to the Trustee by the Transferee’s acceptance of a Certificate of this
Class and by a beneficial owner’s acceptance of its interest in a Certificate of
this Class. Notwithstanding anything
else to the contrary herein, until such certificate has been the subject
of an
ERISA-Qualifying Underwriting, any purported transfer of a Certificate of
this
Class to, or to a person investing assets of, an employee benefit plan subject
to ERISA or a plan or arrangement subject to Section 4975 of the Code without
the opinion of counsel satisfactory to the Trustee as described above shall
be
void and of no effect.]
Reference
is hereby made to the further
provisions of this Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at
this
place.
This
Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
A-3
IN
WITNESS WHEREOF, the Trustee has
caused this Certificate to be duly executed.
Dated: ____________,
20__
THE
BANK OF NEW YORK,
as
Trustee
By
______________________
Countersigned:
By
Authorized
Signatory
of
THE
BANK OF NEW YORK,
as
Trustee
A-4
EXHIBIT
B
[FORM
OF SUBORDINATED
CERTIFICATE]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
SOLELY
FOR U.S. FEDERAL INCOME TAX
PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”).
THIS
CERTIFICATE IS SUBORDINATED IN
RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED
TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY RESALE
OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT
MAY
ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS
OF THE
ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
HEREIN.
[NEITHER
THIS CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE
TRUSTEE
EITHER (A) A REPRESENTATION LETTER TO THE EFFECT THAT (i) SUCH TRANSFEREE
IS NOT
AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT
OF 1974, AS AMENDED (“ERISA”), A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF
THE CODE, OR A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF SUCH
A
BENEFIT PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (ii) IF SUCH CERTIFICATE HAS BEEN
THE SUBJECT
OF AN ERISA-QUALIFYING UNDERWRITING AND THE TRANSFEREE IS AN INSURANCE COMPANY,
A
REPRESENTATION THAT THE TRANSFEREE IS PURCHASING SUCH
CERTIFICATE WITH
FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT" AS
SUCH TERM IS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS
EXEMPTION
(“PTCE”) 95-60, AND THE PURCHASE AND HOLDING OF THE CERTIFICATE SATISFY THE
REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60,
OR
(B) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE
CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF
OF
AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN OR ARRANGEMENT SUBJECT
TO
SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE
TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]
B-1
|
Certificate
No.
|
:
|
|
|
Cut-off
Date
|
:
|
|
|
First
Distribution
Date
|
:
|
|
|
Initial
Certificate
Balance
|
||
|
of
this
Certificate
|
||
|
(“Denomination”)
|
:
|
$
|
|
Initial
Certificate Balance
|
||
|
of
all Certificates
of
|
||
|
this
Class
|
:
|
$
|
|
CUSIP
|
:
|
|
|
Interest
Rate
|
:
|
|
|
Maturity
Date
|
:
|
CWALT,
INC.
Mortgage
Pass-Through Certificates,
Series 200____-____
Class
[ ]
evidencing
a percentage interest in the
distributions allocable to the Certificates of the above-referenced Class
with
respect to a Trust Fund consisting primarily of a pool of conventional
mortgage loans
(the “Mortgage Loans”) secured by
first liens on one- to four-family residential properties
CWALT,
Inc., as
Depositor
Principal
in respect of this Certificate
is distributable monthly as set forth herein. Accordingly, the
Certificate Balance at any time may be less than the Certificate Balance
as set
forth herein. This Certificate does not evidence an obligation of, or
an interest in, and is not guaranteed by the Depositor, the Sellers, the Master
Servicer or the
Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or
instrumentality.
This
certifies that
is
the registered owner
of the Percentage Interest evidenced by this Certificate (obtained by dividing
the denomination of this Certificate by the aggregate Initial Certificate
Balance
of all Certificates of the Class to
which this Certificate belongs) in certain monthly distributions with respect
to
a Trust Fund consisting primarily of the Mortgage Loans deposited by CWALT,
Inc.
(the “Depositor”). The Trust Fund was created pursuant to a Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”) among the Depositor, Countrywide Home Loans, Inc., as a seller
(“CHL”), Park Granada LLC, as a
seller (“Park Granada”), Park Monaco, Inc., as a seller (“Park Monaco”), and
Park Sienna LLC, as a seller (“Park Sienna” and, together with CHL, Park Granada
and Park Monaco, the “Sellers”), Countrywide Home Loans Servicing LP, as master
servicer (the “Master Servicer”),
and The Bank of New York, as trustee
(the “Trustee”). To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
B-2
[No
transfer of a Certificate of this
Class shall be made unless such transfer is made pursuant to an effective
registration statement under the Securities Act and any applicable state
securities laws or is exempt from the registration requirements under said
Act
and such laws. In the event that a transfer is to be made in reliance
upon an exemption from the Securities Act and such laws, in order to assure
compliance with the Securities Act and such laws, the Certificateholder desiring
to effect such transfer and such Certificateholder’s prospective transferee
shall each certify to the Trustee in writing the facts surrounding the
transfer. In the event that such a transfer is to be made within
three years from the date of the initial issuance of Certificates pursuant
hereto, there shall also be delivered (except in the case of a transfer pursuant
to Rule 144A of the Securities Act) to the Trustee an Opinion of Counsel
that
such transfer may be made pursuant to an exemption from the Securities Act
and
such state securities laws, which Opinion of Counsel shall not be obtained
at
the expense of the Trustee, the Sellers, the Master
Servicer or the
Depositor. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee and the Depositor against
any
liability that may result if the transfer is not so exempt or is not made
in
accordance with such federal and state laws.]
[No
transfer of a Certificate of this
Class shall be made unless the Trustee shall have received either (i) a
representation letter
from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA or a plan or arrangement subject to Section
4975
of the Code, or a person acting on behalf of or investing plan assets
of any such benefit plan
or arrangement,
which representation letter shall not be an expense of the Trustee, the Master
Servicer or the Trust Fund, (ii) if such certificate has been the subject
of an
ERISA-Qualifying Underwriting and the transferee is an insurance company,
a
representation that the transferee is purchasing such Certificate with funds
contained in an “insurance company general account” (as such term is defined in
Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and
that the purchase and holding of such Certificate satisfy the requirements
for exemptive
relief under Sections I and
III of PTCE 95-60, or (iii) in the case of any such Certificate presented
for
registration in the name of an employee benefit plan subject to ERISA or
a plan
or arrangement subject to Section 4975 of the Code (or comparable provisions
of
any subsequent enactments), a trustee of any such benefit plan or arrangement
or
any other person acting on behalf of any such benefit plan or arrangement,
an
Opinion of Counsel satisfactory to the Trustee to the effect that the purchase
and holding of such Certificate will not result in a prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code, and will not subject
the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Agreement, which Opinion of Counsel shall not be an expense of the
Trustee, the Master Servicer or the Trust Fund. Notwithstanding anything
else to the
contrary herein, any purported transfer of a Certificate of this Class to
or on
behalf of an employee benefit plan subject to ERISA or a plan or arrangement
subject to Section 4975 of the Code without the opinion of counsel satisfactory
to the Trustee as described above shall be void and of no
effect.]
B-3
Reference
is hereby made to the further
provisions of this Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at
this
place.
This
Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
B-4
IN
WITNESS WHEREOF, the Trustee has
caused this Certificate to be duly executed.
Dated: ____________,
20__
THE
BANK OF NEW YORK,
as
Trustee
By
______________________
Countersigned:
By
Authorized
Signatory
of
THE
BANK OF NEW YORK,
as
Trustee
B-5
EXHIBIT
C-1
[FORM
OF RESIDUAL
CERTIFICATE]
SOLELY
FOR U.S. FEDERAL INCOME TAX
PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”).
NEITHER
THIS CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS
TO
THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO
THE
EFFECT THAT (i) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN OR
ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE, OR A PERSON ACTING ON BEHALF
OF
OR INVESTING THE ASSETS OF SUCH A BENEFIT PLAN OR ARRANGEMENT TO EFFECT THE
TRANSFER, OR (ii) IF SUCH
CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING AND
THE
TRANSFEREE IS AN INSURANCE
COMPANY, A REPRESENTATION THAT THE TRANSFEREE IS PURCHASING SUCH
CERTIFICATE WITH
FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT" AS
SUCH TERM IS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS
EXEMPTION
(“PTCE”) 95-60, AND THE PURCHASE AND HOLDING OF THE CERTIFICATE SATISFY THE
REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60,
OR
(B) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE
CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF
OF
AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN OR ARRANGEMENT SUBJECT
TO
SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE
TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.
[THIS
CERTIFICATE REPRESENTS THE “TAX
MATTERS PERSON RESIDUAL INTEREST” ISSUED UNDER THE POOLING AND SERVICING
AGREEMENT REFERRED TO BELOW AND MAY NOT BE TRANSFERRED TO ANY PERSON EXCEPT
IN
CONNECTION WITH THE ASSUMPTION BY THE TRANSFEREE OF THE DUTIES OF THE SERVICER
UNDER SUCH AGREEMENT.]
C-1-1
|
Certificate
No.
|
:
|
|
|
Cut-off Date
|
:
|
|
|
First
Distribution Date
|
:
|
|
|
Initial
Certificate
Balance
|
||
|
of
this
Certificate
|
||
|
(“Denomination”)
|
:
|
$
|
|
Initial
Certificate Balance
|
||
|
of
all Certificates
of
|
||
|
this
Class
|
:
|
$
|
|
CUSIP
|
:
|
|
|
Interest
Rate
|
:
|
|
|
Maturity
Date
|
:
|
CWALT,
INC.
Mortgage
Pass-Through Certificates,
Series 200____-____
Class
A-R
evidencing
the distributions allocable
to the Class A-R Certificates with respect to a Trust Fund consisting primarily
of a pool of conventional
mortgage loans (the
“Mortgage Loans”) secured by first
liens on one- to four-family residential
properties
CWALT,
Inc., as
Depositor
Principal
in respect of this Certificate
is distributable monthly as set forth herein. Accordingly, the
Certificate Balance at any time may be less than the Certificate Balance
as set
forth herein. This Certificate does not evidence an obligation of, or
an interest in, and is not guaranteed by the Depositor, the Sellers, the Master
Servicer or the
Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or
instrumentality.
This
certifies that
is the registered owner of the
Percentage Interest (obtained by dividing the Denomination of this Certificate
by the aggregate Initial Certificate Balance
of all Certificates of the Class to
which this Certificate belongs) in certain monthly distributions with respect
to
a Trust Fund consisting of the Mortgage Loans deposited by CWALT, Inc. (the
“Depositor”). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”) among the Depositor, Countrywide Home Loans, Inc., as a seller
(“CHL”), Park Granada LLC, as a
seller (“Park Granada”), Park Monaco, Inc., as a seller (“Park Monaco”), and
Park Sienna LLC, as a seller (“Park Sienna” and, together with CHL, Park Granada
and Park Monaco, the “Sellers”), Countrywide Home Loans Servicing LP, as master
servicer (the “Master Servicer”),
and The Bank of New York, as trustee
(the “Trustee”). To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
C-1-2
Any
distribution of the proceeds of any
remaining assets of the Trust Fund will be made only upon presentment and
surrender of this Class A-R Certificate at the Corporate Trust Office or
the
office or agency maintained by the Trustee in New York,
New
York.
No
transfer of a Class A-R Certificate
shall be made unless the Trustee shall have received either (i) a representation
letter from the transferee of such Certificate, acceptable to and in form
and
substance satisfactory to the Trustee, to the effect that such transferee
is not
an employee benefit plan subject to Section 406 of ERISA or a plan or
arrangement subject to Section 4975 of the Code, or a person acting on behalf
of
or investing plan assets of any such benefit plan or arrangement, which
representation letter shall not be an expense of the Trustee, the Master
Servicer or the Trust Fund, (ii) if such certificate has been the subject
of an
ERISA-Qualifying Underwriting and the transferee is an insurance company,
a
representation that the transferee is purchasing such Certificate with funds
contained in an “insurance company general account” (as such term is defined in
Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and
that the purchase and holding of such Certificate satisfy the requirements
for
exemptive relief under Sections I and III of PTCE 95-60, or (iii) in the
case of
any such Certificate presented for registration in the name of an employee
benefit plan subject to ERISA or a plan or arrangement subject to Section
4975
of the Code (or comparable provisions of any subsequent enactments), a trustee
of any such benefit plan or arrangement or any other person acting on behalf
of
any such benefit plan or arrangement, an Opinion of Counsel satisfactory
to the
Trustee to the effect that the purchase and holding of such Certificate will
not
result in a prohibited transaction under Section 406 of ERISA or Section
4975 of
the Code, and will not subject the Trustee or the Master Servicer to any
obligation in addition to those undertaken in the Agreement, which Opinion
of
Counsel shall not be an expense of the Trustee, the Master Servicer or the
Trust
Fund. Notwithstanding anything else to the contrary herein, any
purported transfer of a Class A-R Certificate to or on behalf of an employee
benefit plan subject to ERISA or a plan or arrangement subject to Section
4975
of the Code without the opinion of counsel satisfactory to the Trustee as
described above shall be void and of no effect.
Each
Holder of this Class A-R
Certificate will be deemed to have agreed to be bound by the restrictions
of the
Agreement, including but not limited to the restrictions that (i) each person
holding or acquiring any Ownership Interest in this Class A-R Certificate
must
be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R
Certificate may be transferred without delivery to the Trustee of (a) a transfer
affidavit of the proposed transferee and (b) a transfer certificate of the
transferor, each of such documents to be in the form described in the Agreement,
(iii) each person holding or acquiring any Ownership Interest in this Class
A-R
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Class A-R Certificate
must agree not to transfer an Ownership Interest in this Class A-R Certificate
if it has actual knowledge that the proposed transferee is not a Permitted
Transferee and (v) any attempted or purported transfer of any Ownership Interest
in this Class A-R Certificate in violation of such restrictions will be
absolutely null and void and will vest no rights in the purported
transferee.
C-1-3
Reference
is hereby made to the further
provisions of this Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at
this
place.
This
Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
C-1-4
IN
WITNESS WHEREOF, the Trustee has
caused this Certificate to be duly executed.
Dated: ____________,
20__
THE
BANK OF NEW YORK,
as
Trustee
By
______________________
Countersigned:
By
___________________________
Authorized
Signatory
of
THE
BANK OF NEW YORK,
as Trustee
C-1-5
EXHIBIT
C-2
[FORM
OF PREPAYMENT
CERTIFICATE]
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CLASS P CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES TO THE
EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO
HEREIN.
THIS
CLASS P CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS
CLASS P CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY
STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE
WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO
THE
EFFECT THAT (i) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN OR
ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE, OR A PERSON ACTING ON BEHALF
OF
OR INVESTING THE ASSETS OF SUCH A BENEFIT PLAN OR ARRANGEMENT TO EFFECT THE
TRANSFER, OR (ii) IF SUCH
CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING AND
THE
TRANSFEREE IS AN INSURANCE
COMPANY, A REPRESENTATION THAT THE TRANSFEREE IS PURCHASING SUCH
CERTIFICATE WITH
FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT" AS
SUCH TERM IS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS
EXEMPTION
(“PTCE”) 95-60, AND THE PURCHASE AND HOLDING OF THE CERTIFICATE SATISFY THE
REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60,
OR
(B) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE
CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF
OF
AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN OR ARRANGEMENT SUBJECT
TO
SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE
TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.
C-2-1
|
Certificate
No.
|
:
|
|
|
Initial
Certificate
Balance
|
||
|
of
this
Certificate
|
||
|
(“Denomination”)
|
:
|
$
|
|
Initial
Certificate
Balance
|
||
|
of
all Certificates
of
|
||
|
this
Class
|
:
|
$
|
|
CUSIP
|
:
|
|
|
ISIN
|
:
|
|
|
Interest
Rate
|
:
|
|
|
Maturity
Date
|
:
|
CWALT,
INC.
Alternative
Loan Trust
200____-____
Mortgage
Pass-Through Certificates,
Series 200____-____
evidencing
a percentage interest in the
distributions allocable to the Class P Certificates with respect to a Trust
Fund
consisting primarily of a pool of conventional mortgage loans (the “Mortgage
Loans”) secured by first and second liens on one- to four-family residential
properties
CWALT,
Inc., as
Depositor
This
Certificate does not evidence an obligation of, or an interest in, and is
not
guaranteed by the Depositor, the Master Servicer or the Trustee referred
to
below or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency
or
instrumentality.
This
certifies that __________________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination
of
this Certificate by the aggregate Initial Notional Amount of all Certificates
of
the Class to which this Certificate belongs) in certain monthly distributions
with respect to a Trust Fund consisting primarily of the Mortgage Loans
deposited by CWALT, Inc. (the “Depositor”). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the “Agreement”) among the Depositor, Countrywide Home
Loans, Inc., as a seller (“CHL”), Park Granada LLC, as a seller (“Park
Granada”), Park Monaco, Inc., as a seller (“Park Monaco”), and Park Sienna LLC,
as a seller (“Park Sienna” and, together with CHL, Park Granada and Park Monaco,
the “Sellers”), Countrywide Home Loans Servicing LP, as master servicer (the
“Master Servicer”), and The Bank of New York, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
C-2-2
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the “Distribution Date”), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the applicable Record Date in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to Holders of Class
P
Certificates on such Distribution Date pursuant to Section 4.02 of the
Agreement. The Record Date applicable to each Distribution Date is
the last Business Day of the month immediately preceding such Distribution
Date.
Distributions
on this Certificate shall be made by wire transfer of immediately available
funds to the account of the Holder hereof at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have so
notified the Trustee in writing at least five Business Days prior to the
related
Record Date and such Certificateholder shall hold 100% of a Class of Regular
Certificates or of Certificates with an aggregate Initial Certificate Balance
of
$1,000,000 or more, or, if not, by check mailed by first class mail to the
address of such Certificateholder appearing in the Certificate
Register. The final distribution on each Certificate will be made in
like manner, but only upon presentment and surrender of such Certificate
at the
Corporate Trust Office or such other location specified in the notice to
Certificateholders of such final distribution.
No
transfer of a Class P Certificate shall be made unless such transfer is made
pursuant to an effective registration statement under the Act and any applicable
state securities laws or is exempt from the registration requirements under
the
Act and such laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee in writing the facts surrounding the
transfer. In the event that such a transfer is to be made within two
years from the date of the initial issuance of Certificates, there shall
also be
delivered (except in the case of a transfer pursuant to Rule 144A of the
Regulations promulgated pursuant to the Act) to the Trustee an Opinion of
Counsel that such transfer may be made pursuant to an exemption from the
Act and
such state securities laws, which Opinion of Counsel shall not be obtained
at
the expense of the Trustee, the Master Servicer or the Depositor. The
Holder hereof desiring to effect such transfer shall, and does hereby agree
to,
indemnify the Trustee, the Certificate and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.
C-2-3
No
transfer of a Class P Certificate shall be made unless the Trustee shall
have
received either (i) a
representation letter from the transferee of a Class P Certificate, acceptable
to and in form
and substance satisfactory to the Trustee, to the effect that such transferee
is
not an employee benefit plan subject to Section 406 of ERISA or a plan or
arrangement subject to Section 4975 of the Code, or a person acting on behalf
of
or investing plan assets of any such benefit plan or arrangement, which
representation letter shall not be an expense of the Trustee, the Master
Servicer or the Trust Fund, (ii) if such Class P Certificate has been the
subject of an ERISA-Qualifying Underwriting and the transferee is an insurance
company, a representation that the transferee is purchasing such Class P
Certificate with funds contained in an “insurance company general account” (as
such term is defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 (“PTCE 95-60”)) and that the purchase and holding of such Class P
Certificate satisfy the
requirements for exemptive relief under Sections I and III of PTCE 95-60,
or
(iii) in the case of a Class P Certificate presented
for registration
in the name of an employee benefit plan subject to ERISA or a plan or
arrangement subject to Section 4975 of the Code (or comparable provisions
of any
subsequent enactments), a trustee of any such benefit plan or arrangement
or any
other person acting on behalf of any such benefit plan or arrangement, an
Opinion of Counsel satisfactory to the Trustee to the effect that the purchase
and holding of such Certificate will not result in a prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code, and will not subject
the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Agreement, which Opinion of Counsel shall not be an expense of the
Trustee, the Master Servicer or the Trust Fund. Notwithstanding
anything else to the contrary herein, any purported transfer of a Class
P Certificate to or on behalf
of
an employee benefit plan subject to ERISA or a plan or arrangement subject
to
Section 4975 of the Code without the opinion of counsel satisfactory to the
Trustee as described above shall be void and of no effect.
This
Class P Certificate may not be pledged or used as collateral for any other
obligation if it would cause any portion of the Trust Fund to be treated
as a
taxable mortgage pool under Section 7701(i) of the Code.
Each
Holder of this Class P Certificate will be deemed to have agreed to be bound
by
the transfer restrictions set forth in the Agreement and all other terms
and
provisions of the Agreement.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless the certificate of authentication hereon has been
manually executed by an authorized officer of the Trustee.
* * *
C-2-4
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ____________,
20__
THE
BANK OF NEW YORK,
as
Trustee
By
______________________
Name:
Title:
Countersigned:
By
___________________________
Authorized
Signatory
of
THE
BANK OF NEW YORK,
as
Trustee
C-2-5
EXHIBIT
C-3
[FORM
OF CLASS C
CERTIFICATE]
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CLASS C CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES TO THE
EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO
HEREIN.
THIS
CLASS C CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS
CLASS C CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY
STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE
WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO
THE
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE NOR A PERSON ACTING ON BEHALF OF ANY
SUCH
PLAN OR ARRANGEMENT OR USING THE ASSETS OF THAT PLAN OR ARRANGEMENT TO EFFECT
THAT TRANSFER, OR (B) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO
THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON
BEHALF
OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN SUBJECT TO SECTION
4975
OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS
DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.
C-3-1
|
Certificate
No.
|
:
|
|
|
Initial
Certificate
Balance
|
||
|
of
this
Certificate
|
||
|
(“Denomination”)
|
:
|
$
|
|
Initial
Certificate
Balance
|
||
|
of
all Certificates
of
|
||
|
this
Class
|
:
|
$
|
|
CUSIP
|
:
|
|
|
ISIN
|
:
|
|
|
Interest
Rate
|
:
|
|
|
Maturity
Date
|
:
|
CWALT,
INC.
Alternative
Loan Trust
200____-____
Mortgage
Pass-Through Certificates,
Series 200____-____
evidencing
a percentage interest in the
distributions allocable to the Class C Certificates with respect to a Trust
Fund
consisting primarily of a pool of conventional mortgage loans (the “Mortgage
Loans”) secured by first and second liens on one- to four-family residential
properties
CWALT,
Inc., as
Depositor
This
Certificate does not evidence an obligation of, or an interest in, and is
not
guaranteed by the Depositor, the Master Servicer or the Trustee referred
to
below or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency
or
instrumentality.
This
certifies that __________________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination
of
this Certificate by the aggregate Initial Notional Amount of all Certificates
of
the Class to which this Certificate belongs) in certain monthly distributions
with respect to a Trust Fund consisting primarily of the Mortgage Loans
deposited by CWALT, Inc. (the “Depositor”). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the “Agreement”) among the Depositor, Countrywide
Home
Loans, Inc., as a seller (“CHL”), Park Granada LLC, as a seller (“Park
Granada”), Park Monaco, Inc., as a seller (“Park Monaco”), and Park Sienna LLC,
as a seller (“Park Sienna” and, together with CHL, Park Granada and Park Monaco,
the “Sellers”), Countrywide Home Loans Servicing LP, as master servicer (the
“Master Servicer”),
and The Bank of New York, as trustee
(the “Trustee”). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the
Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
C-3-2
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the “Distribution Date”), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the applicable Record Date in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to Holders of Class
C
Certificates on such Distribution Date pursuant to Section 4.02 of the
Agreement. The Record Date applicable to each Distribution Date is
the last Business Day of the month immediately preceding such Distribution
Date.
Distributions
on this Certificate shall be made by wire transfer of immediately available
funds to the account of the Holder hereof at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have so
notified the Trustee in writing at least five Business Days prior to the
related
Record Date and such Certificateholder shall hold 100% of a Class of Regular
Certificates or of Certificates with an aggregate Initial Certificate Balance
of
$1,000,000 or more, or, if not, by check mailed by first class mail to the
address of such Certificateholder appearing in the Certificate
Register. The final distribution on each Certificate will be made in
like manner, but only upon presentment and surrender of such Certificate
at the
Corporate Trust Office or such other location specified in the notice to
Certificateholders of such final distribution.
No
transfer of a Class C Certificate shall be made unless such transfer is made
pursuant to an effective registration statement under the Act and any applicable
state securities laws or is exempt from the registration requirements under
the
Act and such laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee in writing the facts surrounding the
transfer. In the event that such a transfer is to be made within two
years from the date of the initial issuance of Certificates, there shall
also be
delivered (except in the case of a transfer pursuant to Rule 144A of the
Regulations promulgated pursuant to the Act) to the Trustee an Opinion of
Counsel that such transfer may be made pursuant to an exemption from the
Act and
such state securities laws, which Opinion of Counsel shall not be obtained
at
the expense of the Trustee, the Master Servicer or the Depositor. The
Holder hereof desiring to effect such transfer shall, and does hereby agree
to,
indemnify the Trustee, the Certificate and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.
No
transfer of a Class C Certificate shall be made unless the Trustee shall
have
received either (i) a representation from the transferee of such Certificate
acceptable to and in form and substance satisfactory to the Trustee, to the
effect that such transferee is not an employee benefit plan subject to section
406 of ERISA or a plan subject to section 4975 of the Code, or a Person acting
on behalf of any such plan or using the assets of any such plan, or (ii)
in the
case of any Class C Certificate presented for registration in the name of
an
employee benefit plan subject to ERISA, or a plan subject to section 4975
of the
Code (or comparable provisions of any subsequent enactments), or a trustee
of
any such plan or any other person acting on behalf of or investing plan assets
of any such plan, an Opinion of Counsel satisfactory to the Trustee to the
effect that the purchase or holding of such Class C Certificate will not
result
in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code
and will not subject the Trustee to any obligation in addition to
those expressly undertaken in the Agreement, which Opinion of Counsel shall
not
be an expense of the Trustee. Notwithstanding anything else to the
contrary herein, any purported transfer of a Class C Certificate to or on
behalf
of an employee benefit plan subject to section 406 of ERISA or a plan subject
to
section 4975 of the Code without the delivery to the Trustee of an Opinion
of
Counsel satisfactory to the Trustee as described above shall be void
and of no effect.
C-3-3
This
Class C Certificate may not be pledged or used as collateral for any other
obligation if it would cause any portion of the Trust Fund to be treated
as a
taxable mortgage pool under Section 7701(i) of the Code.
Each
Holder of this Class C Certificate will be deemed to have agreed to be bound
by
the transfer restrictions set forth in the Agreement and all other terms
and
provisions of the Agreement.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless the certificate of authentication hereon has been
manually executed by an authorized officer of the Trustee.
* * *
C-3-4
IN
WITNESS WHEREOF, the Trustee has
caused this Certificate to be duly executed.
Dated: ____________,
20__
THE
BANK OF NEW YORK,
as
Trustee
By
______________________
Name:
Title:
Countersigned:
By
___________________________
Authorized
Signatory
of
THE
BANK OF NEW YORK,
as
Trustee
C-3-5
EXHIBIT
C-4
[RESERVED]
C-4-1
EXHIBIT
D
[FORM
OF NOTIONAL AMOUNT
CERTIFICATE]
UNLESS
THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
THIS
CERTIFICATE HAS NO PRINCIPAL
BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTION IN RESPECT OF
PRINCIPAL.
SOLELY
FOR U.S. FEDERAL INCOME TAX
PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”).
[UNTIL
THIS CERTIFICATE HAS BEEN THE
SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, NEITHER THIS CERTIFICATE NOR
ANY
INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE
TRUSTEE
EITHER (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS
NOT,
AND IS NOT INVESTING ASSETS OF, AN EMPLOYEE BENEFIT PLAN SUBJECT
TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO
SECTION 4975 OF THE CODE, OR (B) AN OPINION OF COUNSEL IN ACCORDANCE WITH
THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. SUCH REPRESENTATION
SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE’S ACCEPTANCE
OF A CERTIFICATE OF THIS CLASS AND BY A BENEFICIAL OWNER’S ACCEPTANCE OF ITS
INTEREST IN A CERTIFICATE OF THIS CLASS. NOTWITHSTANDING ANYTHING ELSE TO
THE
CONTRARY HEREIN, UNTIL THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN
ERISA-QUALIFYING UNDERWRITING, ANY PURPORTED TRANSFER OF THIS CERTIFICATE
TO, OR A PERSON INVESTING ASSETS OF, AN EMPLOYEE BENEFIT PLAN SUBJECT TO
ERISA
OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE WITHOUT THE
OPINION
OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND
OF
NO EFFECT.]
D-1
|
Certificate
No.
|
:
|
|
|
Cut-off
Date
|
:
|
|
|
First
Distribution
Date
|
:
|
|
|
Initial
Notional
Amount
|
||
|
of
this
Certificate
|
||
|
(“Denomination”)
|
:
|
$
|
|
Initial
Notional
Amount
|
||
|
of
all
Certificates
|
||
|
of
this
Class
|
:
|
$
|
|
CUSIP
|
:
|
|
|
Interest
Rate
|
:
|
Interest
Only
|
|
Maturity
Date
|
:
|
CWALT,
INC.
Mortgage
Pass-Through Certificates,
Series 200____-____
Class
[ ]
evidencing
a percentage interest in the
distributions allocable to the Certificates of the above-referenced Class
with
respect to a Trust Fund consisting primarily of a pool of
conventional
mortgage loans (the
“Mortgage Loans”) secured by first
liens on one- to four-family residential
properties
CWALT,
Inc., as
Depositor
The
Notional Amount of this certificate
at any time, may be less than the Notional Amount as set forth
herein. This
Certificate does not evidence an obligation of, or an interest in, and is
not
guaranteed by the Depositor, the Sellers, the Master
Servicer or the
Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or
instrumentality.
This
certifies that
is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing
the denomination
of this Certificate by the aggregate Initial Notional Amount of all Certificates
of the Class to which this Certificate belongs) in certain monthly
distributions with
respect to a Trust Fund consisting primarily of the Mortgage Loans deposited
by
CWALT, Inc. (the “Depositor”). The Trust Fund was created pursuant to
a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the
“Agreement”) among the Depositor, Countrywide Home Loans, Inc., as a seller
(“CHL”), Park Granada LLC, as a
seller (“Park Granada”), Park Monaco, Inc., as a seller (“Park Monaco”), and
Park Sienna LLC, as a seller (“Park Sienna” and, together with CHL, Park Granada
and Park Monaco, the “Sellers”), Countrywide Home Loans Servicing LP, as master
servicer (the “Master Servicer”),
and The Bank of New York, as trustee
(the “Trustee”). To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
D-2
[Until
this certificate has been the
subject of an ERISA-Qualifying Underwriting, no transfer of a Certificate
of
this Class shall be made unless the Trustee shall have received either (i)
a
representation letter from the transferee of such Certificate, acceptable
to and
in form and substance satisfactory to the Trustee, to the effect that such
transferee is not an employee benefit plan subject to Section 406 of ERISA
or a
plan or arrangement subject to Section 4975 of the Code, or a person acting
on
behalf of or investing plan assets of any such benefit plan or arrangement,
which representation letter shall not be an expense of the Trustee, the Master
Servicer or the Trust Fund, or (ii) in the case of any such Certificate
presented for registration in the name of an employee benefit plan subject
to
ERISA or a plan or arrangement subject to Section 4975 of the Code (or
comparable provisions of any subsequent enactments), a trustee of any such
benefit plan or arrangement or any other person acting on behalf of any such
benefit plan or arrangement, an Opinion of Counsel satisfactory to the Trustee
to the effect that the purchase and holding of such Certificate will not
result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code, and will not subject the Trustee or the Master Servicer
to any
obligation in addition to those undertaken in the Agreement, which Opinion
of
Counsel shall not be an expense of the Trustee, the Master Servicer or the
Trust
Fund. When the transferee delivers the Opinion of Counsel described
above, such representation shall be deemed to have been made to the Trustee
by
the Transferee’s acceptance of a Certificate of this Class and by a beneficial
owner’s acceptance of its interest in a Certificate of this
Class. Notwithstanding anything else to the contrary herein, until
such certificate has been the subject of an ERISA-Qualifying Underwriting,
any
purported transfer of a Certificate of this Class to, or a person investing
assets of, an employee benefit plan subject to ERISA or a plan or arrangement
subject to Section 4975 of the Code without the opinion of counsel satisfactory
to the Trustee as described above shall be void and of no
effect.]
Reference
is hereby made to the further
provisions of this Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at
this
place.
This
Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
D-3
IN
WITNESS WHEREOF, the Trustee has
caused this Certificate to be duly executed.
Dated: ____________,
20__
THE
BANK OF NEW YORK,
as
Trustee
By _____________________
Countersigned:
By
Authorized
Signatory
of
THE
BANK OF NEW YORK,
as
Trustee
D-4
EXHIBIT
E
[FORM
OF] REVERSE OF
CERTIFICATES
CWALT,
INC.
Mortgage
Pass-Through
Certificates
This
Certificate is one of a duly
authorized issue of Certificates designated as CWALT, Inc. Mortgage Pass-Through
Certificates, of the Series specified on the face hereof (herein collectively
called the “Certificates”), and representing a beneficial ownership interest in
the Trust Fund created by the Agreement.
The
Certificateholder, by its acceptance
of this Certificate, agrees that it will look solely to the funds on deposit
in
the Distribution Account for payment hereunder and that the Trustee is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties
evidenced thereby, and the rights, duties and immunities of the
Trustee.
Pursuant
to the terms of the Agreement,
a distribution will be made on the 25th day of each month or, if such
day is not a Business
Day,
the Business Day immediately following (the “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement. The Record Date
applicable to each Distribution Date is the last Business Day of the month
next
preceding the month of such Distribution Date.
Distributions
on this Certificate shall
be made by wire transfer of immediately available funds to the account of
the
Holder hereof at a bank or other entity having appropriate facilities therefor,
if such Certificateholder shall have so notified the Trustee in writing at
least
five Business Days prior to the related Record Date and such Certificateholder
shall satisfy the conditions to receive such form of payment set forth in
the
Agreement, or, if not, by check mailed by first class mail to the address
of
such Certificateholder appearing in the Certificate Register. The
final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the Corporate Trust
Office
or such other location specified in the notice to Certificateholders of such
final distribution.
The
Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of
the
rights and obligations of the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Master Servicer and
the
Trustee with the consent of the Holders of Certificates affected by such
amendment evidencing the requisite Percentage Interest, as provided in the
Agreement. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange therefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
E-1
As
provided in the Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate
is
registrable in the Certificate Register of the Trustee upon surrender of
this
Certificate for registration of transfer at the Corporate Trust Office or
the
office or agency maintained by the Trustee in New York, New York, accompanied
by
a written instrument of transfer in form satisfactory to the Trustee and
the
Certificate Registrar duly executed by the holder hereof or such holder’s
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust Fund will be issued to the designated
transferee or transferees.
The
Certificates are issuable only as
registered Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations and evidencing
the
same aggregate Percentage Interest, as requested by the Holder surrendering
the
same.
No
service charge will be made for any
such registration of transfer or exchange, but the Trustee may require payment
of a sum sufficient to cover any tax or other governmental charge payable
in
connection therewith.
The
Depositor, the Master Servicer, the
Sellers
and the Trustee and any agent of the
Depositor or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and neither the Depositor,
the
Trustee, nor any such agent shall be affected by any notice to the
contrary.
On
any Distribution Date on which the
Pool Stated Principal Balance is less than or equal to 10%
of the Cut-off Date Pool Principal
Balance, the Master Servicer will have the option, subject to the limitations
set forth in the Agreement, to repurchase, in whole, from the Trust Fund
all
remaining Mortgage Loans and all property acquired in respect of the Mortgage
Loans at a purchase price determined as provided in the Agreement. In
the event that no such optional termination occurs, the obligations and
responsibilities created by the Agreement will terminate upon the later of
the
maturity or other liquidation (or any advance with respect thereto) of the
last
Mortgage Loan remaining in the Trust Fund or the disposition of all property
in
respect thereof and the distribution to Certificateholders of all amounts
required to be distributed pursuant to the Agreement. In no event,
however, will the trust created by the Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants living
at the
date of the Agreement of a certain person named in the
Agreement.
Any
term used herein that is defined in
the Agreement shall have the meaning assigned in the Agreement, and nothing
herein shall be deemed inconsistent with that meaning.
E-2
ASSIGNMENT
FOR
VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto
______________________
________________________________________________________________________________________
________________________________________________________________________________________
(Please
print or typewrite name and
address including postal zip code of assignee)
the
Percentage Interest evidenced by the
within Certificate and hereby authorizes the transfer of registration of
such
Percentage Interest to assignee on the Certificate Register of the Trust
Fund.
I
(We) further direct the Trustee to
issue a new Certificate of a like denomination and Class, to the above named
assignee and deliver such Certificate to the following
address:
_____________________________________________________________
Dated:
_________________________
Signature
by or on behalf of
assignor
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the
following for purposes of distribution:
Distributions
shall be made, by wire
transfer or otherwise, in immediately available funds
to, _______________________________________________________
_____________________________________________________________________________________________________________________________________,
for
the account
of ______________________________________________________________________________________________________________________________,
account
number ________________________,
or, if mailed by check,
to ___________________________________________________________________________________.
Applicable
statements should be mailed
to ___________________________________________________________________________________________________________,
___________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________________.
This
information is provided
by ____________________________________________________________________________________________________________,
the
assignee named above,
or ____________________________________________________________________________________________________________________,
as
its agent.
E-3
| STATE OF | ) |
| ) ss.: | |
| COUNTY OF | ) |
On
the _____day of ___________________,
20__ before me, a notary public in and for said State, personally appeared
_____________________________________,
known to me who, being by me duly
sworn, did depose and say that he executed the foregoing
instrument.
|
Notary
Public
|
[Notarial
Seal]
E-4
EXHIBIT
F-1
[FORM
OF] INITIAL CERTIFICATION OF
TRUSTEE
(INITIAL
MORTGAGE
LOANS)
[date]
[Depositor]
[Master
Servicer]
[Countrywide]
________________
________________
|
|
Re:
|
Pooling
and Servicing Agreement among CWALT, Inc., as Depositor, Countrywide
Home
Loans, Inc. (“Countrywide”), as a Seller, Park Granada LLC, as a Seller,
Park Monaco, Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide
Home Loans Servicing LP, as Master Servicer, and The Bank of New York,
asTrustee, Mortgage
Pass-Through
Certificates, Series 200_-_
|
Gentlemen:
In
accordance with Section 2.02 of the
above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”), the undersigned, as Trustee, hereby certifies that, as to each
Initial Mortgage
Loan listed in the Mortgage
Loan Schedule (other than any Initial Mortgage
Loan paid in full or listed on
the attached schedule) it has received:
(i) (a)
the original Mortgage
Note endorsed in the following form: “Pay to the order of __________,
without recourse” or (b) with respect to any Lost Mortgage Note, a lost note
affidavit from Countrywide
stating that the original Mortgage Note
was lost or destroyed; and
(ii) a
duly executed
assignment of the Mortgage (which may be included in a blanket assignment or
assignments).
Based
on its review and examination and
only as to the foregoing documents, such documents appear regular on their
face
and related to such Mortgage Loan.
The
Trustee has made no independent
examination of any documents contained in each Mortgage File beyond the review
specifically required in the Pooling and Servicing Agreement. The
Trustee makes no representations as to: (i) the validity, legality,
sufficiency, enforceability or genuineness of any of the documents contained
in
each Mortgage File of any of the Initial Mortgage
Loans identified on the
Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness
or suitability of any such
Initial Mortgage
Loan.
F-1-1
Capitalized
words and phrases used
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement.
|
THE
BANK OF NEW YORK,
as
Trustee
|
|||
|
|
By:
|
||
| Name: | |||
| Title: | |||
F-1-2
EXHIBIT
F-2
[FORM
OF] INITIAL CERTIFICATION OF
TRUSTEE
(SUPPLEMENTAL
MORTGAGE
LOANS)
[date]
[Depositor]
[Master
Servicer]
[Countrywide]
________________
________________
|
|
Re:
|
Pooling
and Servicing Agreement
among CWALT, Inc., as Depositor, Countrywide Home Loans, Inc., as
a
Seller, Park Granada LLC, as a Seller, Park Monaco, Inc., as a Seller,
Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP,
as Master Servicer, and
The
Bank of New York, as Trustee, Mortgage Pass-Through Certificates,
Series 20__-__ and the Supplemental Transfer Agreement dated as of
[month] ____, 200_ among
CWALT, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
Park
Granada LLC, as a Seller, Park Monaco, Inc.,
as a Seller,
Park Sienna LLC, as a Seller, and The Bank of New York, as
Trustee
|
Gentlemen:
In
accordance with Section 2.02 of the
above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”) and the Supplemental Transfer Agreement, dated as of [month] ____,
200_, the undersigned, as Trustee, hereby certifies that, as to each
Supplemental Mortgage Loan listed in the Mortgage Loan Schedule (other than
any
Supplemental Mortgage Loan paid in full or listed on the attached schedule)
it
has received:
(i) (a)
the original Mortgage
Note endorsed in the following form: “Pay to the order of __________,
without recourse” or (b) with respect to any Lost Mortgage Note, a lost note
affidavit from the Seller stating that the original Mortgage Note was lost
or
destroyed; and
(ii) a
duly executed
assignment of the Mortgage (which may be included in a blanket assignment or
assignments).
F-2-1
Based
on its review and examination and
only as to the foregoing documents, such documents appear regular on their
face
and related to such Mortgage Loan.
The
Trustee has made no independent
examination of any documents contained in each Mortgage File beyond the review
specifically required in the Pooling and Servicing Agreement. The
Trustee makes no representations as to: (i) the validity, legality,
sufficiency, enforceability or genuineness of any of the documents contained
in
each Mortgage File of any of the Supplemental Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Supplemental Mortgage
Loan.
Capitalized
words and phrases used
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement.
|
THE
BANK OF NEW YORK,
as
Trustee
|
|||
|
|
By:
|
||
| Name: | |||
| Title: | |||
F-2-2
EXHIBIT
G-1
[FORM
OF] DELAY DELIVERY
CERTIFICATION
(INITIAL
MORTGAGE
LOANS)
[date]
[Depositor]
[Master
Servicer]
[Countrywide]
_____________________
_____________________
|
|
Re:
|
Pooling
and Servicing Agreement among CWALT, Inc., as Depositor, Countrywide
Home
Loans, Inc. (“Countrywide”), as a Seller, Park Granada LLC, as a Seller,
Park Monaco, Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide
Home Loans Servicing LP, as Master Servicer, and The Bank of New York,
asTrustee, Mortgage
Pass-Through
Certificates, Series 200_-_
|
Gentlemen:
Reference
is made to the Initial
Certification of Trustee relating to the above-referenced series, with the
schedule of exceptions attached thereto (the “Schedule A”), delivered by the
undersigned, as Trustee, on the Closing Date in accordance with Section 2.02
of
the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”). The undersigned hereby certifies that, as to each Delay
Delivery Initial
Mortgage
Loan listed on
Schedule A attached hereto (other than any Initial Mortgage
Loan paid in full or listed on
Schedule B attached hereto) it has received:
|
|
(i)
|
the
original Mortgage Note,
endorsed by Countrywide
or the originator of such
Mortgage Loan, without recourse in the following form: “Pay to
the order of _______________ without recourse”, with all intervening
endorsements that show a complete chain of endorsement from the originator
to Countrywide,
or, if the original Mortgage
Note has been lost or destroyed and not replaced, an original lost
note
affidavit from Countrywide,
stating that the original
Mortgage Note was lost or destroyed, together with a copy of the
related
Mortgage Note;
|
|
|
(ii)
|
in
the case of each Initial Mortgage
Loan that is not a MERS
Mortgage Loan, the original recorded Mortgage, [and in the case of
each
Initial Mortgage Loan
that is a MERS Mortgage Loan, the original Mortgage, noting thereon
the
presence of the MIN of the Initial Mortgage
Loan and language
indicating that the Initial Mortgage
Loan is a MOM Loan if
the
Initial Mortgage Loan
is a MOM Loan, with evidence of recording indicated thereon, or a
copy of
the Mortgage certified by the public recording office in which such
Mortgage has been recorded];
|
G-1-1
|
|
(iii)
|
in
the case of each Initial
Mortgage Loan that is not a MERS
Mortgage Loan, a duly executed assignment of the Mortgage to “The Bank of
New York, as trustee under the Pooling and Servicing Agreement dated
as of
[month] 1, 2004,
without recourse”, or, in the
case of each
Initial Mortgage Loan
with respect to property located in the State of California that
is not a
MERS Mortgage Loan, a duly executed assignment of the Mortgage in
blank
(each such assignment, when duly and validly completed, to be in
recordable form and sufficient to effect the assignment of and transfer
to
the assignee thereof, under the Mortgage to which such assignment
relates);
|
|
|
(iv)
|
the
original recorded assignment
or assignments of the Mortgage together with all interim recorded
assignments of such Mortgage [(noting the presence of a MIN in the
case of
each MERS Mortgage Loan)];
|
|
|
(v)
|
the
original or copies of each
assumption, modification, written assurance or substitution agreement,
if
any, with evidence of recording thereon if recordation thereof is
permissible under applicable law;
and
|
|
|
(vi)
|
the
original or duplicate original
lender’s title policy or a printout of the electronic equivalent and all
riders thereto or, in the event such original title policy has not
been
received from the insurer, any one of an original title binder, an
original preliminary title report or an original title commitment,
or a
copy thereof certified by the title company, with the original policy
of
title insurance to be delivered within one year of the Closing
Date.
|
In
the event that in connection with any
Mortgage Loan that is not a MERS Mortgage Loan Countrywide
cannot deliver the original recorded
Mortgage or all interim recorded assignments of the Mortgage satisfying the
requirements of clause (ii), (iii) or (iv), as applicable, the Trustee has
received, in lieu thereof, a true and complete copy of such Mortgage and/or
such
assignment or assignments of the Mortgage, as applicable, each certified by
Countrywide,
the applicable title company, escrow
agent or attorney, or the originator of such Initial Mortgage
Loan, as the case may be, to be
a true and complete copy of the original Mortgage or assignment of Mortgage
submitted for recording.
Based
on its review and examination and
only as to the foregoing documents, (i) such documents appear regular on
their face and related to such Initial Mortgage
Loan, and (ii) the
information set forth in items (i), (iv), (v), (vi), (viii), (xi) and (xiv)
of
the definition of the “Mortgage Loan Schedule” in Article I
of the Pooling and Servicing Agreement
accurately reflects information set forth in the Mortgage
File.
The
Trustee has made no independent
examination of any documents contained in each Mortgage File beyond the review
specifically required in the above-referenced Pooling and Servicing
Agreement. The Trustee makes no representations as
to: (i) the validity, legality, sufficiency, enforceability or
genuineness of any of the documents contained in each Mortgage File of any
of
the Initial
Mortgage Loans identified on the
[Mortgage Loan Schedule][Loan Number and Borrower Identification Mortgage Loan
Schedule] or (ii) the collectibility, insurability, effectiveness or
suitability of any such Mortgage Loan.
G-1-2
Capitalized
words and phrases used
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement.
|
THE
BANK OF NEW YORK,
as
Trustee
|
|||
|
|
By:
|
||
| Name: | |||
| Title: | |||
G-1-3
EXHIBIT
G-2
[FORM
OF] DELAY DELIVERY
CERTIFICATION
(SUPPLEMENTAL
MORTGAGE
LOANS)
[date]
[Depositor]
[Master
Servicer]
[Countrywide]
|
|
Re:
|
Pooling
and Servicing Agreement
among CWALT, Inc., as Depositor, Countrywide Home Loans, Inc., as
a
Seller, Park Granada LLC, as a Seller, Park Monaco, Inc., as a Seller,
Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP,
as Master Servicer, and
The
Bank of New York, as Trustee, Mortgage Pass-Through Certificates,
Series 20__-__ and the Supplemental Transfer Agreement dated as of
[month] ____, 200_ among
CWALT, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
Park
Granada LLC, as a Seller, Park Monaco, Inc.,
as a Seller,
Park Sienna LLC, as a Seller, and The Bank of New York, as
Trustee
|
Gentlemen:
Reference
is made to the Initial
Certification of Trustee relating to the above-referenced series, with the
schedule of exceptions attached thereto (the “Schedule A”), delivered by the
undersigned, as Trustee, on [month] __, 200_ (such date being the related
“Supplemental Transfer Date” in accordance with Section 2.02 of the
above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”). The undersigned hereby certifies that, as to each Delay
Delivery Supplemental Mortgage Loan listed on Schedule A attached hereto (other
than any Supplemental Mortgage Loan paid in full or listed on Schedule B
attached hereto) it has received:
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(i)
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the
original Mortgage Note,
endorsed by the Seller or the originator of such Mortgage Loan, without
recourse in the following form: “Pay to the order of
_______________ without recourse”, with all intervening endorsements that
show a complete chain of endorsement from the originator to the Seller,
or, if the original Mortgage Note has been lost or destroyed and
not
replaced, an original lost note affidavit from the Seller, stating
that
the original Mortgage Note was lost or destroyed, together with a
copy of
the related Mortgage Note;
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G-2-1
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(ii)
|
in
the case of each Supplemental
Mortgage Loan that is not a MERS Mortgage Loan, the original recorded
Mortgage, [and in the case of each Supplemental Mortgage Loan that
is a
MERS Mortgage Loan, the original Mortgage, noting thereon the presence
of
the MIN of the Supplemental Mortgage Loan and language indicating
that the
Supplemental Mortgage Loan is a MOM Loan if the Supplemental Mortgage
Loan
is a MOM Loan, with evidence of recording indicated thereon, or a
copy of
the Mortgage certified by the public recording office in which such
Mortgage has been recorded];
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(iii)
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in
the case of each Supplemental
Mortgage Loan that is not a MERS Mortgage Loan, a duly executed assignment
of the Mortgage to “The Bank of New York, as trustee under the Pooling and
Servicing Agreement dated as of [month] 1, 2004, without recourse”, or, in
the case of each Supplemental Mortgage Loan with respect to property
located in the State of California that is not a MERS Mortgage Loan,
a
duly executed assignment of the Mortgage in blank (each such assignment,
when duly and validly completed, to be in recordable form and sufficient
to effect the assignment of and transfer to the assignee thereof,
under
the Mortgage to which such assignment relates);
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(iv)
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the
original recorded assignment
or assignments of the Mortgage together with all interim recorded
assignments of such Mortgage [(noting the presence of a MIN in the
case of
each MERS Mortgage Loan)];
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(v)
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the
original or copies of each
assumption, modification, written assurance or substitution agreement,
if
any, with evidence of recording thereon if recordation thereof is
permissible under applicable law;
and
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(vi)
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the
original or duplicate original
lender’s title policy or a printout of the electronic equivalent and all
riders thereto or, in the event such original title policy has not
been
received from the insurer, any one of an original title binder, an
original preliminary title report or an original title commitment,
or a
copy thereof certified by the title company, with the original policy
of
title insurance to be delivered within one year of the Closing Date.
|
In
the event that in connection with any
Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver the
original recorded Mortgage or all interim recorded assignments of the Mortgage
satisfying the requirements of clause (ii), (iii) or (iv), as applicable, the
Trustee has received, in lieu thereof, a true and complete copy of such Mortgage
and/or such assignment or assignments of the Mortgage, as applicable, each
certified by the Seller, the applicable title company, escrow agent or attorney,
or the originator of such Supplemental Mortgage Loan, as the case may be, to
be
a true and complete copy of the original Mortgage or assignment of Mortgage
submitted for recording.
G-2-2
Based
on its review and examination and
only as to the foregoing documents, (i) such documents appear regular on
their face and related to such Supplemental Mortgage Loan, and (ii) the
information set forth in items (i), (iv), (v), (vi), (viii), (xi) and (xiv)
of
the definition of the “Mortgage Loan Schedule” in Section 1.01 of the
Pooling and Servicing Agreement accurately reflects information set forth in
the
Mortgage File.
The
Trustee has made no independent
examination of any documents contained in each Mortgage File beyond the review
specifically required in the above-referenced Pooling and Servicing
Agreement. The Trustee makes no representations as
to: (i) the validity, legality, sufficiency, enforceability or
genuineness of any of the documents contained in each Mortgage File of any
of
the Supplemental Mortgage Loans identified on the [Mortgage Loan Schedule][Loan
Number and Borrower Identification Mortgage Loan Schedule] or (ii) the
collectibility, insurability, effectiveness or suitability of any such Mortgage
Loan.
Capitalized
words and phrases used
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement.
|
THE
BANK OF NEW YORK,
as
Trustee
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By:
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| Name: | |||
| Title: | |||
G-2-3
EXHIBIT
H-1
[FORM
OF] FINAL CERTIFICATION OF
TRUSTEE
(INITIAL
MORTGAGE
LOANS)
[date]
[Depositor]
[Master
Servicer]
[Countrywide]
________________
________________
|
|
Re:
|
Pooling
and Servicing Agreement among CWALT, Inc., as Depositor, Countrywide
Home
Loans, Inc. (“Countrywide”), as a Seller, Park Granada LLC, as a Seller,
Park Monaco, Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide
Home Loans Servicing LP, as Master Servicer, and The Bank of New York,
as Trustee, Mortgage Pass-Through
Certificates, Series 200_-_
|
Gentlemen:
In
accordance with Section 2.02 of the
above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”), the undersigned, as Trustee, hereby certifies that as to each
Initial Mortgage
Loan listed in the Mortgage
Loan Schedule (other than any Initial Mortgage
Loan paid in full or listed on
the attached Document Exception Report) it has received:
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|
(i)
|
the
original Mortgage Note,
endorsed by Countrywide
or the originator of such
Mortgage Loan, without recourse in the following form: “Pay to
the order of _______________ without recourse”, with all intervening
endorsements that show a complete chain of endorsement from the originator
to Countrywide,
or, if the original Mortgage
Note has been lost or destroyed and not replaced, an original lost
note
affidavit from Countrywide,
stating that the original
Mortgage Note was lost or destroyed, together with a copy of the
related
Mortgage Note;
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(ii)
|
in
the case of each Initial Mortgage
Loan that is not a MERS
Mortgage Loan, the original recorded Mortgage, [and in the case of
each
Initial Mortgage Loan
that is a MERS Mortgage Loan, the original Mortgage, noting thereon
the
presence of the MIN of the Mortgage Loan and language indicating
that the
Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with
evidence of recording indicated thereon, or a copy of the Mortgage
certified by the public recording office in which such Mortgage has
been
recorded];
|
H-1-1
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(iii)
|
in
the case of each Initial Mortgage
Loan that is not a MERS
Mortgage Loan, a duly executed assignment of the Mortgage to “The Bank of
New York, as trustee under the Pooling and Servicing Agreement dated
as of
[month] 1, 2004,
without recourse”, or, in the
case of each
Initial Mortgage Loan
with respect to property located in the State of California that
is not a
MERS Mortgage Loan, a duly executed assignment of the Mortgage in
blank
(each such assignment, when duly and validly completed, to be in
recordable form and sufficient to effect the assignment of and transfer
to
the assignee thereof, under the Mortgage to which such assignment
relates);
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(iv)
|
the
original recorded assignment
or assignments of the Mortgage together with all interim recorded
assignments of such Mortgage [(noting the presence of a MIN in the
case of
each
Initial Mortgage Loan
that is a MERS Mortgage
Loan)];
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(v)
|
the
original or copies of each
assumption, modification, written assurance or substitution agreement,
if
any, with evidence of recording thereon if recordation thereof is
permissible under applicable law;
and
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(vi)
|
the
original or duplicate original
lender’s title policy or a printout of the electronic equivalent and all
riders thereto or, in the event such original title policy has not
been
received from the insurer, any one of an original title binder, an
original preliminary title report or an original title commitment,
or a
copy thereof certified by the title company, with the original policy
of
title insurance to be delivered within one year of the Closing
Date.
|
In
the event that in connection with any
Initial Mortgage
Loan that is not a MERS
Mortgage Loan Countrywide
cannot deliver the original recorded
Mortgage or all interim recorded assignments of the Mortgage satisfying the
requirements of clause (ii), (iii) or (iv), as applicable, the Trustee has
received, in lieu thereof, a true and complete copy of such Mortgage and/or
such
assignment or assignments of the Mortgage, as applicable, each certified by
Countrywide,
the applicable title company, escrow
agent or attorney, or the originator of such Initial Mortgage
Loan, as the case may be, to be
a true and complete copy of the original Mortgage or assignment of Mortgage
submitted for recording.
Based
on its review and examination and
only as to the foregoing documents, (i) such documents appear regular on
their face and related to such Initial Mortgage
Loan, and (ii) the
information set forth in items (i), (iv), (v), (vi), (viii), (xi) and (xiv)
of
the definition of the “Mortgage Loan Schedule” in Article I
of the Pooling and Servicing Agreement
accurately reflects information set forth in the Mortgage
File.
H-1-2
The
Trustee has made no independent
examination of any documents contained in each Mortgage File beyond the review
specifically required in the above-referenced Pooling and Servicing
Agreement. The Trustee makes no representations as
to: (i) the validity, legality, sufficiency, enforceability or
genuineness of any of the documents contained in each Mortgage File of any
of
the Initial Mortgage
Loans identified on the
[Mortgage Loan Schedule][Loan Number and Borrower Identification Mortgage Loan
Schedule] or (ii) the collectibility, insurability, effectiveness or
suitability of any such
Initial Mortgage
Loan.
Capitalized
words and phrases used
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement.
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THE
BANK OF NEW YORK,
as
Trustee
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By:
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| Name: | |||
| Title: | |||
X-0-0
XXXXXXX
X-0
[FORM
OF] FINAL CERTIFICATION OF
TRUSTEE
(SUPPLEMENTAL
MORTGAGE
LOANS)
[date]
[Depositor]
[Master
Servicer]
[Countrywide]
____________________
____________________
|
|
Re:
|
Pooling
and Servicing Agreement
among CWALT, Inc., as Depositor, Countrywide Home Loans, Inc., as
a
Seller, Park Granada LLC, as a Seller, Park Monaco, Inc., as a Seller,
Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP,
as Master Servicer, and
The
Bank of New York, as Trustee, Mortgage Pass-Through Certificates,
Series 20__-__ and the Supplemental Transfer Agreement dated as of
[month] ____, 200_ among
CWALT, Inc., as Depositor, Countrywide Home Loans, Inc., as a Seller,
Park
Granada LLC, as a Seller, Park Monaco, Inc.,
as a Seller,
Park Sienna LLC, as a Seller, and The Bank of New York, as
Trustee
|
Gentlemen:
In
accordance with Section 2.02 of the
above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”), the undersigned, as Trustee, hereby certifies that as to each
Supplemental Mortgage Loan listed in the Mortgage Loan Schedule (other than
any
Supplemental Mortgage Loan paid in full or listed on the attached Document
Exception Report) it has received:
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|
(i)
|
the
original Mortgage Note,
endorsed by the Seller or the originator of such Mortgage Loan, without
recourse in the following form: “Pay to the order of
_______________ without recourse”, with all intervening endorsements that
show a complete chain of endorsement from the originator to the Seller,
or, if the original Mortgage Note has been lost or destroyed and
not
replaced, an original lost note affidavit from the Seller, stating
that
the original Mortgage Note was lost or destroyed, together with a
copy of
the related Mortgage Note;
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H-2-1
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(ii)
|
in
the case of each Supplemental
Mortgage Loan that is not a MERS Mortgage Loan, the original recorded
Mortgage, [and in the case of each Supplemental Mortgage Loan that
is a
MERS Mortgage Loan, the original Mortgage, noting thereon the presence
of
the MIN of the Mortgage Loan and language indicating that the Mortgage
Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence
of
recording indicated thereon, or a copy of the Mortgage certified
by the
public recording office in which such Mortgage has been recorded];
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(iii)
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in
the case of each Supplemental
Mortgage Loan that is not a MERS Mortgage Loan, a duly executed assignment
of the Mortgage to “The Bank of New York, as trustee under the Pooling and
Servicing Agreement dated as of [month] 1, 2004, without recourse”, or, in
the case of each Supplemental Mortgage Loan with respect to property
located in the State of California that is not a MERS Mortgage Loan,
a
duly executed assignment of the Mortgage in blank (each such assignment,
when duly and validly completed, to be in recordable form and sufficient
to effect the assignment of and transfer to the assignee thereof,
under
the Mortgage to which such assignment relates);
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(iv)
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the
original recorded assignment
or assignments of the Mortgage together with all interim recorded
assignments of such Mortgage [(noting the presence of a MIN in the
case of
each Supplemental Mortgage Loan that is a MERS Mortgage Loan)];
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|
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(v)
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the
original or copies of each
assumption, modification, written assurance or substitution agreement,
if
any, with evidence of recording thereon if recordation thereof is
permissible under applicable law;
and
|
|
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(vi)
|
the
original or duplicate original
lender’s title policy or a printout of the electronic equivalent and all
riders thereto or, in the event such original title policy has not
been
received from the insurer, any one of an original title binder, an
original preliminary title report or an original title commitment,
or a
copy thereof certified by the title company, with the original policy
of
title insurance to be delivered within one year of the Closing Date.
|
In
the event that in connection with any
Supplemental Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot
deliver the original recorded Mortgage or all interim recorded assignments
of
the Mortgage satisfying the requirements of clause (ii), (iii) or (iv), as
applicable, the Trustee has received, in lieu thereof, a true and complete
copy
of such Mortgage and/or such assignment or assignments of the Mortgage, as
applicable, each certified by the Seller, the applicable title company, escrow
agent or attorney, or the originator of such Supplemental Mortgage Loan, as
the
case may be, to be a true and complete copy of the original Mortgage or
assignment of Mortgage submitted for recording.
H-2-2
Based
on its review and examination and
only as to the foregoing documents, (i) such documents appear regular on
their face and related to such Supplemental Mortgage Loan, and (ii) the
information set forth in items (i), (iv), (v), (vi), (viii), (xi) and (xiv)
of
the definition of the “Mortgage Loan Schedule” in Section 1.01 of the
Pooling and Servicing Agreement accurately reflects information set forth in
the
Mortgage File.
The
Trustee has made no independent
examination of any documents contained in each Mortgage File beyond the review
specifically required in the above-referenced Pooling and Servicing
Agreement. The Trustee makes no representations as
to: (i) the validity, legality, sufficiency, enforceability or
genuineness of any of the documents contained in each Mortgage File of any
of
the Supplemental Mortgage Loans identified on the [Mortgage Loan Schedule][Loan
Number and Borrower Identification Mortgage Loan Schedule] or (ii) the
collectibility, insurability, effectiveness or suitability of any such
Supplemental Mortgage Loan.
Capitalized
words and phrases used
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement.
|
THE
BANK OF NEW YORK,
as
Trustee
|
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By:
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| Name: | |||
| Title: | |||
H-2-3
EXHIBIT
I
[FORM
OF] TRANSFER
AFFIDAVIT
CWALT,
Inc.
Mortgage
Pass-Through
Certificates
Series
200_-_
| STATE OF | ) |
| ) ss.: | |
| COUNTY OF | ) |
The
undersigned, being first duly sworn,
deposes and says as follows:
1. The
undersigned is an officer of
,
the proposed Transferee of an
Ownership Interest in a Class A-R Certificate (the “Certificate”) issued
pursuant to the Pooling and Servicing Agreement, dated as of _________ __,
2___
(the “Agreement”), by and among CWALT, Inc., as depositor (the “Depositor”),
Countrywide Home Loans, Inc. (the “Company”), as a Seller, Park Granada
LLC, as
a Seller, Park Monaco,
Inc., as a Seller, Park Sienna LLC, as a Seller (and together with the Company,
Park Granada and Park Monaco, the “Sellers”), Countrywide Home Loans Servicing
LP, as Master Servicer and The Bank of New York, as
Trustee. Capitalized terms used, but not defined herein or in Exhibit
1 hereto, shall have the meanings ascribed to such terms in the
Agreement. The Transferee has authorized the undersigned to make this
affidavit on behalf of the Transferee.
2. The
Transferee is not an employee benefit plan that is subject to Title I of ERISA
or to section 4975 of the Internal Revenue Code of 1986, nor is it acting on
behalf of or with plan assets of any such plan. The Transferee is, as of the
date hereof, and will be, as of the date of the Transfer, a Permitted
Transferee. The Transferee will endeavor to remain a Permitted
Transferee for so long as it retains its Ownership Interest in the
Certificate. The Transferee is acquiring its Ownership Interest in
the Certificate for its own account.
3. The
Transferee has been advised of, and understands that (i) a tax will be imposed
on Transfers of the Certificate to Persons that are not Permitted Transferees;
(ii) such tax will be imposed on the transferor, or, if such Transfer is through
an agent (which includes a broker, nominee or middleman) for a Person that
is
not a Permitted Transferee, on the agent; and (iii) the Person otherwise liable
for the tax shall be relieved of liability for the tax if the subsequent
Transferee furnished to such Person an affidavit that such subsequent Transferee
is a Permitted Transferee and, at the time of Transfer, such Person does not
have actual knowledge that the affidavit is false.
4. The
Transferee has been advised of, and understands that a tax will be imposed
on a
“pass-through entity” holding the Certificate if at any time during the taxable
year of the pass-through entity a Person that is not a Permitted Transferee
is
the record holder of an interest in such entity. The Transferee
understands that such tax will not be imposed for any period with respect to
which the record holder furnishes to the pass-through entity an affidavit that
such record holder is a Permitted Transferee and the pass-through entity does
not have actual knowledge that such affidavit is false. (For this
purpose, a “pass-through entity” includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)
I-1
5. The
Transferee has reviewed the provisions of Section 5.02(c) of the Agreement
(attached hereto as Exhibit 2 and incorporated herein by reference) and
understands the legal consequences of the acquisition of an Ownership Interest
in the Certificate including, without limitation, the restrictions on subsequent
Transfers and the provisions regarding voiding the Transfer and mandatory
sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 5.02(c) of the Agreement and the restrictions noted
on
the face of the Certificate. The Transferee understands and agrees
that any breach of any of the representations included herein shall render
the
Transfer to the Transferee contemplated hereby null and void.
6. The
Transferee agrees to require a Transfer Affidavit from any Person to whom the
Transferee attempts to Transfer its Ownership Interest in the Certificate,
and
in connection with any Transfer by a Person for whom the Transferee is acting
as
nominee, trustee or agent, and the Transferee will not Transfer its Ownership
Interest or cause any Ownership Interest to be Transferred to any Person that
the Transferee knows is not a Permitted Transferee. In connection
with any such Transfer by the Transferee, the Transferee agrees to deliver
to
the Trustee a certificate substantially in the form set forth as Exhibit J-1
to
the Agreement (a “Transferor Certificate”) to the effect that such Transferee
has no actual knowledge that the Person to which the Transfer is to be made
is
not a Permitted Transferee.
7. The
Transferee does not have the intention to impede the assessment or collection
of
any tax legally required to be paid with respect to the Class A-R
Certificates.
8. The
Transferee’s taxpayer identification number is ______________.
9. The
Transferee is a U.S. Person as defined in Code section 7701(a)(30) and,
unless the Transferor (or any subsequent transferor) expressly waives such
requirement, will not cause income from the Certificate to be attributable
to a
foreign permanent establishment or fixed base (within the meaning of an
applicable income tax treaty) of the Transferee or another U.S.
taxpayer.
10. The
Transferee is aware that the Class
A-R Certificates may be “noneconomic residual interests” within the meaning of
Treasury
Regulation Section 1.860E-1(c) and that
the transferor of a noneconomic residual interest will remain liable for any
taxes due with respect to the income on such residual interest, unless no
significant purpose of the transfer was to impede the assessment or collection
of tax. In addition, as the Holder of a noneconomic residual
interest, the Transferee may incur tax liabilities in excess of any cash flows
generated by the interest and the Transferee hereby represents that it intends
to pay taxes associated with holding the residual interest as they become
due.
11. The
Transferee has provided financial statements or other financial information
requested by the Transferor in connection with the transfer of the Certificate
to permit the Transferor to assess the financial capability of the Transferee
to
pay such taxes. The Transferee historically has paid its debts as
they have come due and intends to pay its debts as they come due in the
future.
12. Unless
the Transferor (or any subsequent transferor) expressly waives such requirement,
the Transferee (and any subsequent transferee) certifies (or will certify),
respectively, that the transfer satisfies either the “Asset Test” imposed by
Treasury Regulation § 1.860E-1(c)(5) or the “Formula
Test” imposed by Treasury Regulation § 1.860E-1(c)(7).
* * *
I-2
IN
WITNESS WHEREOF, the Transferee has
caused this instrument to be executed on its behalf by its duly authorized
officer, this_____ day of ___________, 2___.
| _____________________________ | ||
| PRINT NAME OF TRANSFEREE | ||
| By: __________________________ | ||
| Name: | ||
| Title: |
[Corporate
Seal]
ATTEST:
[Assistant]
Secretary
Personally
appeared before me the
above-named
,
known or proved to me
to be the same person who executed the foregoing instrument and to be the
of the Transferee, and acknowledged
that he executed the same as his free act and deed and the free act and deed
of
the Transferee.
Subscribed
and sworn before me this
day
of
,
20 .
| _____________________________ | ||
| NOTARY PUBLIC | ||
| My Commission expires the | ||
| ___ day of ___________, 20__ | ||
I-3
WAIVER
OF
REQUIREMENT THAT TRANSFEREE CERTIFIES TRANSFER OF CERTIFICATE SATISFIES CERTAIN
REGULATORY “SAFE HARBORS”
The
Transferor hereby waives the requirement that the Transferee certify that the
transfer of the Certificate satisfies either the “Asset Test” imposed by
Treasury Regulation § 1.860E-1(c)(5) or the “Formula Test” imposed by
Treasury Regulation § 1.860E-1(c)(7).
| CWALT, INC. | |||
|
|
By:
|
||
| Name: | |||
| Title: | |||
I-4
EXHIBIT
1 to
EXHIBIT
I
Certain
Definitions
“Asset
Test”: A transfer satisfies the
Asset Test if: (i) At
the time of
the transfer, and at the close of each of the transferee's two fiscal years
preceding the transferee's fiscal year of transfer, the transferee's gross
assets for financial reporting purposes exceed $100 million and its net assets
for financial reporting purposes exceed $10 million. The gross assets and net
assets of a transferee do not include any obligation of any “related person” or
any other asset if a principal purpose for holding or acquiring the other asset
is to permit the transferee to satisfy such monetary conditions;
(ii)
The
transferee must be an “eligible
corporation” and must agree in writing that any subsequent transfer of the
interest will be to another eligible corporation in a transaction that satisfies
paragraphs 9 through 11 of this Transfer Affidavit and the Asset Test. A
transfer fails to meet the Asset Test if the transferor knows, or has reason
to
know, that the transferee will not honor the restrictions on subsequent
transfers of the Certificate; and
(iii) A
reasonable
person would not conclude, based on the facts and circumstances known to the
transferor on or before the date of the transfer, that the taxes associated
with
the Certificate will not be paid. The consideration given to the transferee
to
acquire the Certificate is only one factor to be considered, but the transferor
will be deemed to know that the transferee cannot or will not pay if the amount
of consideration is so low compared to the liabilities assumed that a reasonable
person would conclude that the taxes associated with holding the Certificate
will not be paid. For purposes of applying the Asset Test, (i) an
“eligible
corporation” means any
domestic C corporation (as defined in section 1361(a)(2) of the Code) other
than
(A) a
corporation
which is exempt from, or is not subject to, tax under section 11 of the Code,
(B)
an
entity
described in section 851(a) or 856(a) of the Code, (C)
A
REMIC, or (D)
an
organization
to which part I of subchapter T of chapter 1 of subtitle A of the Code applies;
(ii)
a
“related
person” is any person that
(A) bears
a
relationship to the transferee enumerated in section 267(b) or 707(b)(1) of
the
Code, using “20 percent” instead of “50 percent” where it appears under the
provisions, or (B)
is
under common
control (within the meaning of section 52(a) and (b)) with the transferee.
“Formula
Test”: A transfer satisfies the
formula test if the present value of the anticipated tax liabilities associated
with holding the Certificate does not exceed the sum of
(i) the
present
value of any consideration given to the transferee to acquire the Certificate;
(ii)
the
present
value of the expected future distributions on the Certificate; and (iii)
the
present value of the anticipated tax
savings associated with holding the Certificate as the issuing REMIC generates
losses. For
purposes of
applying the Formula Test: (i) The
transferee
is assumed to pay tax at a rate equal to the highest rate of tax specified
in
section 11(b)(1) of the Code. If the transferee has been subject to the
alternative minimum tax under section 55 of the Code in the preceding two years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate, then the tax rate specified in section 55(b)(1)(B)
of the Code may be used in lieu of the highest rate specified in section
11(b)(1) of the Code; (ii)
The
transfer
must satisfy paragraph 9 of the Transfer Affidavit; and (iii)
Present
values are computed using a
discount rate equal to the Federal short-term rate prescribed by section 1274(d)
of the Code for the month of the transfer and the compounding period used by
the
taxpayer.
I-5
“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.
“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 under the Agreement 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, limited liability company, partnership, joint venture, bank, joint
stock company, trust (including any beneficiary thereof), unincorporated
organization or government or any agency or political subdivision
thereof.
“Transfer”: Any
direct or
indirect transfer or sale of any Ownership Interest in a Certificate, including
the acquisition of a Certificate by the Depositor.
“Transferee”: Any
Person who
is acquiring by Transfer any Ownership Interest in a
Certificate.
I-6
EXHIBIT
2 to
EXHIBIT
I
Section
5.02(c) of the
Agreement
(c) Each
Person who has or who acquires any
Ownership Interest in a Class A-R Certificate shall be deemed by the acceptance
or acquisition of such Ownership Interest to have agreed to be bound by the
following provisions, and the rights of each Person acquiring any Ownership
Interest in a Class A-R Certificate are expressly subject to the following
provisions:
(1) Each
Person holding or acquiring any
Ownership Interest in a Class A-R Certificate shall be a Permitted Transferee
and shall promptly notify the Trustee of any change or impending change in
its
status as a Permitted Transferee.
(2) Except
in connection with (i) the
registration of the Tax Matters Person Certificate in the name of the Trustee
or
(ii) any registration in the name of, or transfer of a Class A-R Certificate
to,
an affiliate of the Depositor (either directly or through a nominee) in
connection with the initial issuance of the Certificates,no Ownership Interest in
a Class A-R
Certificate may be registered on the Closing Date or thereafter transferred,
and
the Trustee shall not register the Transfer of any Class A-R Certificate unless,
the Trustee shall have been furnished with an affidavit (a “Transfer Affidavit”)
of the initial owner or the proposed transferee in the form attached hereto
as
Exhibit I.
(3) Each
Person holding or acquiring any
Ownership Interest in a Class A-R Certificate shall agree (A) to obtain a
Transfer Affidavit from any other Person to whom such Person attempts to
Transfer its Ownership Interest in a Class A-R Certificate, (B) to obtain a
Transfer Affidavit from any Person for whom such Person is acting as nominee,
trustee or agent in connection with any Transfer of a Class A-R Certificate
and
(C) not to Transfer its Ownership Interest in a Class A-R Certificate, or to
cause the Transfer of an Ownership Interest in a Class A-R Certificate to any
other Person, if it has actual knowledge that such Person is not a Permitted
Transferee.
(4) Any
attempted or purported Transfer of
any Ownership Interest in a Class A-R Certificate in violation of the provisions
of this Section 5.02(c) shall be absolutely null and void and shall vest no
rights in the purported Transferee. If any purported transferee shall
become a Holder of a Class A-R Certificate in violation of the provisions of
this Section 5.02(c), then the last preceding Permitted Transferee shall be
restored to all rights as Holder thereof retroactive to the date of registration
of Transfer of such Class A-R Certificate. The Trustee shall be under
no liability to any Person for any registration of Transfer of a Class A-R
Certificate that is in fact not permitted by Section 5.02(b) and this Section
5.02(c) or for making any payments due on such Certificate to the Holder thereof
or taking any other action with respect to such Holder under the provisions
of
this Agreement so long as the Transfer was registered after receipt of the
related Transfer Affidavit and Transferor Certificate. The Trustee
shall be entitled but not obligated to recover from any Holder of a Class A-R
Certificate that was in fact not a Permitted Transferee at the time it became
a
Holder or, at such subsequent time as it became other than a Permitted
Transferee, all payments made on such Class A-R Certificate at and after either
such time. Any such payments so recovered by the Trustee shall be
paid and delivered by the Trustee to the last preceding Permitted Transferee
of
such Certificate.
I-7
(5) The
Depositor shall use its best efforts
to make available, upon receipt of written request from the Trustee, all
information necessary to compute any tax imposed under section 860E(e) of the
Code as a result of a Transfer of an Ownership Interest in a Class A-R
Certificate to any Holder who is not a Permitted Transferee.
The
restrictions on Transfers of a Class A-R Certificate set forth in this section
5.02(c) shall cease to apply (and the applicable portions of the legend on
a
Class A-R Certificate may be deleted) with respect to Transfers occurring after
delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel
shall
not be an expense of the Trustee, the Sellers or the Master Servicer, to the
effect that the elimination of such restrictions will not cause any constituent
REMIC of any REMIC formed hereunder to fail to qualify as a REMIC at any time
that the Certificates are outstanding or result in the imposition of any tax
on
the Trust Fund, a Certificateholder or another Person. Each Person
holding or acquiring any ownership Interest in a Class A-R Certificate hereby
consents to any amendment of this Agreement that, based on an Opinion of Counsel
furnished to the Trustee, is reasonably necessary (a) to ensure that the record
ownership of, or any beneficial interest in, a Class A-R Certificate is not
transferred, directly or indirectly, to a Person that is not a Permitted
Transferee and (b) to provide for a means to compel the Transfer of a Class
A-R
Certificate that is held by a Person that is not a Permitted Transferee to
a
Holder that is a Permitted Transferee.
I-8
EXHIBIT
J-1
[FORM
OF] TRANSFEROR
CERTIFICATE
(RESIDUAL)
| _____________________ | ||
| Date |
CWALT,
Inc.
0000
Xxxx Xxxxxxx
Xxxxxxxxx,
Xxxxxxxxxx 00000
Attention: Xxxx
Xxxxx
The
Bank of New York
000
Xxxxxxx Xxxxxx–
8W
Xxx
Xxxx, Xxx
Xxxx 00000
|
Attention:
|
Mortgage-Backed
Securities
Group
Series 200_-_
Re: CWALT,
Inc. Mortgage Pass-Through
Certificates,
Series
200_-_,
Class
|
Ladies
and
Gentlemen:
In
connection with our disposition of
the above Certificates we certify that to the extent we are disposing of a
Class
A-R Certificate, we have no knowledge the Transferee is not a Permitted
Transferee.
| Very truly yours, | ||
| _______________________________ | ||
| Print Name of Transferor | ||
| By: ____________________________ | ||
|
Authorized
Officer
|
J-1-1
EXHIBIT
J-2
[FORM
OF] TRANSFEROR
CERTIFICATE
(PRIVATE)
| _____________________ | ||
| Date |
CWALT,
Inc.
0000
Xxxx Xxxxxxx
Xxxxxxxxx,
Xxxxxxxxxx 00000
Attention: Xxxx
Xxxxx
The
Bank of New York
000
Xxxxxxx Xxxxxx–
8W
Xxx
Xxxx, Xxx
Xxxx 00000
|
Attention:
|
Mortgage-Backed
Securities
Group
Series 200_-_
Re: CWALT,
Inc. Mortgage Pass-Through
Certificates,
Series
200_-_,
Class
|
Ladies
and Gentlemen:
In
connection with our disposition of
the above Certificates we certify that (a) we understand that the Certificates
have not been registered under the Securities Act of 1933, as amended (the
“Act”), and are being disposed by us in a transaction that is exempt from the
registration requirements of the Act, (b) we have not offered or sold any
Certificates to, or solicited offers to buy any Certificates from, any person,
or otherwise approached or negotiated with any person with respect thereto,
in a
manner that would be deemed, or taken any other action which would result in,
a
violation of Section 5 of the Act.
| Very truly yours, | ||
| _______________________________ | ||
| Print Name of Transferor | ||
| By: ____________________________ | ||
|
Authorized
Officer
|
J-2-1
EXHIBIT
K
[FORM
OF] INVESTMENT LETTER (NON-RULE
144A)
| _____________________ | ||
| Date |
CWALT,
Inc.
0000
Xxxx Xxxxxxx
Xxxxxxxxx,
Xxxxxxxxxx 00000
Attention: Xxxx
Xxxxx
The
Bank of New York
000
Xxxxxxx Xxxxxx–
8W
Xxx
Xxxx, Xxx
Xxxx 00000
Attention: Mortgage-Backed
Securities
Group
Series
200_-_
|
|
Re:
|
CWALT,
Inc. Mortgage Pass-Through
Certificates,
Series
200_-_,
Class
|
Ladies
and Gentlemen:
In
connection with our acquisition of
the above Certificates we certify that (a) we understand that the Certificates
are not being registered under the Securities Act of 1933, as amended (the
“Act”), or any state securities laws and are being transferred to us in a
transaction that is exempt from the registration requirements of the Act and
any
such laws, (b) we are an “accredited investor,” as defined in Regulation D under
the Act, and have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of investments
in
the Certificates, (c) we have had the opportunity to ask questions of and
receive answers from the Depositor concerning the purchase of the Certificates
and all matters relating thereto or any additional information deemed necessary
to our decision to purchase the Certificates, (d) either (i) we are not an
employee benefit plan that is subject to the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), or a plan or arrangement that is subject to
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting
on behalf of or investing the assets of any such benefit plan or arrangement
to
effect such acquisition or (ii) if the Certificates have been the subject of
an
ERISA-Qualifying Underwriting and we are an insurance company, we are purchasing
such Certificates with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 (“PTCE 95-60”)) and the purchase and holding of such
Certificates satisfy the
requirements for exemptive relief under Sections I and
III of PTCE 95-60,
(e) we are acquiring the Certificates for investment for our own account and
not
with a view to any distribution of such Certificates (but without prejudice
to
our right at all times to sell or otherwise dispose of the Certificates in
accordance with clause (g) below), (f) we have not offered or sold any
Certificates to, or solicited offers to buy any Certificates from, any person,
or otherwise approached or negotiated with any person with respect thereto,
or
taken any other action which would result in a violation of Section 5 of the
Act, and (g) we will not sell, transfer or otherwise dispose of any Certificates
unless (1) such sale, transfer or other disposition is made pursuant to an
effective registration statement under the Act or is exempt from such
registration requirements, and if requested, we will at our expense provide
an
opinion of counsel satisfactory to the addressees of this Certificate that
such
sale, transfer or other disposition may be made pursuant to an exemption from
the Act, (2) the purchaser or transferee of such Certificate has executed and
delivered to you a certificate to substantially the same effect as this
certificate, and (3) the purchaser or transferee has otherwise complied with
any
conditions for transfer set forth in the Pooling and Servicing
Agreement.
K-1
| Very truly yours, | ||
| _______________________________ | ||
| Print Name of Transferee | ||
| By: ____________________________ | ||
|
Authorized
Officer
|
K-2
EXHIBIT
L-1
[FORM
OF] RULE 144A
LETTER
| _____________________ | ||
| Date |
CWALT,
Inc.
0000
Xxxx Xxxxxxx
Xxxxxxxxx,
Xxxxxxxxxx 00000
Attention: Xxxx
Xxxxx
The
Bank of New York
000
Xxxxxxx Xxxxxx–
8W
Xxx
Xxxx, Xxx
Xxxx 00000
Attention: Mortgage-Backed
Securities
Group
Series
200_-_
Re: CWALT,
Inc. Mortgage Pass-Through
Certificates,
Series
200_-_,
Class
Ladies
and
Gentlemen:
In
connection with our acquisition of
the above Certificates we certify that (a) we understand that the Certificates
are not being registered under the Securities Act of 1933, as amended (the
“Act”), or any state securities laws and are being transferred to us in a
transaction that is exempt from the registration requirements of the Act and
any
such laws, (b) we have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of investments
in
the Certificates, (c) we have had the opportunity to ask questions of and
receive answers from the Depositor concerning the purchase of the Certificates
and all matters relating thereto or any additional information deemed necessary
to our decision to purchase the Certificates, (d) either (i) we are not an
employee benefit plan that is subject to the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), or a plan or arrangement that is subject to
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting
on behalf of or investing the assets of any such benefit plan or arrangement
to
effect such acquisition or (ii) if the Certificates have been the subject of
an
ERISA-Qualifying Underwriting and we are an insurance company, we are purchasing
such Certificates with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 (“PTCE 95-60”)) and the purchase and holding of such
Certificates satisfy the
requirements for exemptive relief under Sections I and
III of PTCE 95-60,
(e) we have not, nor has anyone acting on our behalf offered, transferred,
pledged, sold or otherwise disposed of the Certificates, any interest in the
Certificates or any other similar security to, or solicited any offer to buy
or
accept a transfer, pledge or other disposition of the Certificates, any interest
in the Certificates or any other similar security from, or otherwise approached
or negotiated with respect to the Certificates, any interest in the Certificates
or any other similar security with, any person in any manner, or made any
general solicitation by means of general advertising or in any other manner,
or
taken any other action, that would constitute a distribution of the Certificates
under the Securities Act or that would render the disposition of the
Certificates a violation of Section 5 of the Securities Act or require
registration pursuant thereto, nor will act, nor has authorized or will
authorize any person to act, in such manner with respect to the Certificates,
(f) we are a “qualified institutional buyer” as that term is defined in Rule
144A under the Securities Act and have completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex
2. We are aware that the sale to us is being made in reliance on Rule
144A. We are acquiring the Certificates for our own account or for
resale pursuant to Rule 144A and further, understand that such Certificates
may
be resold, pledged or transferred only (i) to a person reasonably believed
to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Securities
Act.
L-1-1
| Very truly yours, | ||
| _______________________________ | ||
| Print Name of Transferee | ||
| By: ____________________________ | ||
|
Authorized
Officer
|
L-1-2
ANNEX
1 TO EXHIBIT
L-1
QUALIFIED
INSTITUTIONAL BUYER STATUS
UNDER SEC RULE 144A
[For
Transferees Other Than Registered
Investment Companies]
The
undersigned (the “Buyer”) hereby
certifies as follows to the parties listed in the Rule 144A Transferee
Certificate to which this certification relates with respect to the Certificates
described therein:
1. As
indicated below, the undersigned is
the President, Chief Financial Officer, Senior Vice President or other executive
officer of the Buyer.
2. In
connection with purchases by the
Buyer, the Buyer is a “qualified institutional buyer” as that term is defined in
Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because (i)
the Buyer owned and/or invested on a discretionary basis either at least
$100,000 in securities or, if Buyer is a dealer, Buyer must own and/or invest
on
a discretionary basis at least $10,000,000 in securities (except for the
excluded securities referred to below) as of the end of the Buyer’s most recent
fiscal year (such amount being calculated in accordance with Rule 144A and
(ii)
the Buyer satisfies the criteria in the category marked
below.
|
|
___
|
Corporation,
etc. The Buyer
is a
corporation (other than a bank, savings and loan association or similar
institution), Massachusetts
or similar business trust,
partnership, or charitable organization described in Section 501(c)(3)
of
the Internal Revenue Code of 1986, as
amended.
|
|
|
___
|
Bank. The
Buyer (a) is a
national bank or banking institution organized under the laws of
any
State, territory or the District of Columbia, the business of which
is
substantially confined to banking and is supervised by the State
or
territorial banking commission or similar official or is a foreign
bank or
equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements,
a copy
of which is
attached hereto.
|
|
|
___
|
Savings
and
Loan. The Buyer
(a) is a
savings and loan association, building and loan association, cooperative
bank, homestead association or similar institution, which is supervised
and examined by a State or Federal authority having supervision over
any
such institutions or is a foreign savings and loan association or
equivalent institution and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements,
a copy
of which is
attached hereto.
|
L-1-3
|
|
___
|
Broker-dealer. The
Buyer is a dealer
registered pursuant to Section 15 of the Securities Exchange Act
of
1934.
|
|
|
___
|
Insurance
Company. The Buyer
is an
insurance company whose primary and predominant business activity
is the
writing of insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a State, territory
or the
District of
Columbia.
|
|
|
___
|
State
or Local
Plan. The Buyer
is a plan
established and maintained by a State, its political subdivisions,
or any
agency or instrumentality of the State or its political subdivisions,
for
the benefit of its
employees.
|
|
|
___
|
ERISA
Plan. The Buyer
is an
employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of
1974.
|
|
|
___
|
Investment
Advisor. The Buyer
is an
investment advisor registered under the Investment Advisors Act of
1940.
|
|
|
___
|
Small
Business Investment
Company. Buyer is
a small
business investment company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.
|
|
|
___
|
Business
Development
Company. Buyer is
a business
development company as defined in Section 202(a)(22) of the Investment
Advisors Act of 1940.
|
3. The
term “securities”
as
used herein does not include
(i) securities of issuers that are
affiliated with the Buyer, (ii) securities that are part of an unsold allotment
to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities
issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank
deposit notes and certificates of deposit, (v) loan participations, (vi)
repurchase agreements, (vii) securities owned but subject to a repurchase
agreement and (viii) currency, interest rate and commodity
swaps.
4. For
purposes of determining the
aggregate amount of securities owned and/or invested on a discretionary basis
by
the Buyer, the Buyer used the cost of such securities to the Buyer and did
not
include any of the securities referred to in the preceding paragraph, except
(i)
where the Buyer reports its securities holdings in its financial statements
on
the basis of their market value, and (ii) no current information with respect
to
the cost of those securities has been published. If clause (ii) in
the preceding sentence applies, the securities may be valued at
market. Further, in determining such aggregate amount, the Buyer may
have included securities owned by subsidiaries of the Buyer, but only if such
subsidiaries are consolidated with the Buyer in its financial statements
prepared in accordance with generally accepted accounting principles and if
the
investments of such subsidiaries are managed under the Buyer’s
direction. However, such securities were not included if the Buyer is
a majority-owned, consolidated subsidiary of another enterprise and the Buyer
is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
L-1-4
5. The
Buyer acknowledges that it is
familiar with Rule 144A and understands that the seller to it and other parties
related to the Certificates are relying and will continue to rely on the
statements made herein because one or more sales to the Buyer may be in reliance
on Rule 144A.
6. Until
the date of purchase of the Rule
144A Securities, the Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Buyer’s purchase of the
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Buyer is a bank or savings
and loan is provided above, the Buyer agrees that it will furnish to such
parties updated annual financial statements promptly after they become
available.
|
Print
Name of Buyer
|
||
| By:____________________________________________
Name:
Title:
|
||
| Date:__________________________________________ | ||
|
|
L-1-5
ANNEX
2 TO EXHIBIT
L-1
QUALIFIED
INSTITUTIONAL BUYER STATUS
UNDER SEC RULE 144A
[For
Transferees That are Registered
Investment Companies]
The
undersigned (the “Buyer”) hereby
certifies as follows to the parties listed in the Rule 144A Transferee
Certificate to which this certification relates with respect to the Certificates
described therein:
1. As
indicated below, the undersigned is
the President, Chief Financial Officer or Senior Vice President of the Buyer
or,
if the Buyer is a “qualified institutional buyer” as that term is defined in
Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because
Buyer is part of a Family of Investment Companies (as defined below), is such
an
officer of the Adviser.
2. In
connection with purchases by Buyer,
the Buyer is a “qualified institutional buyer” as defined in SEC Rule 144A
because (i) the Buyer is an investment company registered under the Investment
Company Act of 1940, as amended and (ii) as marked below, the Buyer alone,
or
the Buyer’s Family of Investment Companies, owned at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the
end
of the Buyer’s most recent fiscal year. For purposes of determining
the amount of securities owned by the Buyer or the Buyer’s Family of Investment
Companies, the cost of such securities was used, except (i) where the Buyer
or
the Buyer’s Family of Investment Companies reports its securities holdings in
its financial statements on the basis of their market value, and (ii) no current
information with respect to the cost of those securities has been
published. If clause (ii) in the preceding sentence applies, the
securities may be valued at market.
|
|
___
|
The
Buyer owned $
in securities (other than the
excluded securities referred to below) as of the end of the Buyer’s most
recent fiscal year (such amount being calculated in accordance with
Rule
144A).
|
|
|
___
|
The
Buyer is part of a Family of
Investment Companies which owned in the aggregate $
in securities
(other than the excluded securities referred to below) as of the
end of
the Buyer’s most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
|
3. The
term “Family of Investment
Companies” as used
herein means two or more registered investment companies (or series thereof)
that have the same investment adviser or investment advisers that are affiliated
(by virtue of being majority owned subsidiaries of the same parent or because
one investment adviser is a majority owned subsidiary of the
other).
L-1-6
4. The
term “securities”
as
used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer’s Family of Investment Companies, (ii) securities issued or guaranteed by
the U.S. or any instrumentality thereof, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.
5. The
Buyer is familiar with Rule 144A and
understands
that the parties listed in the Rule
144A Transferee Certificate to which this certification relates are relying
and
will continue to rely on the statements made herein because one or more sales
to
the Buyer will be in reliance on Rule 144A. In addition, the Buyer
will only purchase for the Buyer’s own account.
6. Until
the date of purchase of the
Certificates, the undersigned will notify the parties listed in the Rule 144A
Transferee Certificate to which this certification relates of any changes in
the
information and conclusions herein. Until such notice is given, the
Buyer’s purchase of the Certificates will constitute a reaffirmation of this
certification by the undersigned as of the date of such
purchase.
|
Print
Name of Buyer or Adviser
|
||
| By:____________________________________________
Name:
Title:
|
||
| IF AN ADVISER: | ||
|
Print
Name of Buyer
|
||
| Date:__________________________________________ | ||
|
|
X-0-0
XXXXXXX
X-0
[FORM
OF] ERISA LETTER (COVERED
CERTIFICATES)
| _____________________ | ||
| Date |
CWALT,
Inc.
0000
Xxxx Xxxxxxx
Xxxxxxxxx,
Xxxxxxxxxx 00000
Attention:
Xxxx
Xxxxx
The
Bank of New York
000
Xxxxxxx Xxxxxx– 8W
Xxx
Xxxx, Xxx
Xxxx 00000
Attention:
Mortgage-Backed Securities
Group
Series
200_-_
|
|
Re:
|
CWALT,
Inc. Mortgage Pass-Through
Certificates,
Series
200_-_,
Class
|
Ladies
and
Gentlemen:
In
connection with our acquisition of
the above Certificates, we certify that we are not, and are not acquiring the
Certificates on behalf of or with plan assets of an“employee benefit
plan” as defined in section 3(3) of ERISA that is subject to Title I of ERISA, a
“plan” as defined in section 4975 of the Code that is subject to section 4975 of
the Code, or any person investing on behalf of or with plan assets (as defined
in 29 CFR §2510.3-101 or otherwise under ERISA) of such an employee benefit plan
or plan, or (ii) the purchase and holding of the Certificates satisfy the
requirements for exemptive relief under XXXX 00-00, XXXX 00-0, XXXX 00-00,
XXXX
00-00, XXXX 96-23 or a similar exemption. We understand that, in the
event that such representation is violated, such transfer or acquisition shall
be void and of no effect.
| Very truly yours, | ||
| _______________________________ | ||
| Print Name of Transferee | ||
| By: ____________________________ | ||
|
|
L-2-1
EXHIBIT
M
[FORM
OF] REQUEST FOR
RELEASE
(for
Trustee)
CWALT,
Inc.
Mortgage
Pass-Through
Certificates
Series
200_-_
| Loan Information | |
|
Name
of Mortgagor:
|
____________________________________ |
|
Servicer
Loan No.:
|
____________________________________ |
| Trustee | |
|
Name:
|
____________________________________ |
|
Address:
|
____________________________________ |
| ____________________________________ | |
| ____________________________________ | |
| Trustee | |
| Mortgage File No.: | ____________________________________ |
The
undersigned Master Servicer hereby
acknowledges that it has received from The Bank of New York, as Trustee for
the
Holders of Mortgage Pass-Through Certificates, of the above-referenced Series,
the documents referred to below (the “Documents”). All capitalized
terms not otherwise defined in this Request for Release shall have the meanings
given them in the Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”) relating to the above-referenced Series among the Trustee,
Countrywide Home Loans, Inc., as a Seller, Park Granada
LLC, as
a Seller, Park Monaco,
Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans
Servicing LP, as Master Servicer and CWALT, Inc., as
Depositor.
|
( )
|
Mortgage
Note dated
_______________, 20__, in the original principal sum of $___________,
made by
____________________________, payable to, or endorsed to the order
of, the
Trustee.
|
|
( )
|
Mortgage
recorded on __________________
as instrument no.
______________________ in the County Recorder’s
Office of the County of
_________________________,
State of _______________________
in book/reel/docket
_________________________ of official records at page/image _______________________________.
|
M-1
|
( )
|
Deed
of Trust recorded on
______________________ as instrument no. ___________ in the County Recorder’s
Office of the County of
__________________________,
State of _____________________
in book/reel/docket _________________________
of official records at page/image
____________________________.
|
|
( )
|
Assignment
of Mortgage or Deed of
Trust to the Trustee, recorded on _____________________ as instrument
no.
__________________ in the County Recorder’s
Office of the County of
_____________________, State of ___________________ in book/reel/docket
________________ of official records at page/image
______________________.
|
|
( )
|
Other
documents, including any
amendments, assignments or other assumptions of the Mortgage Note
or
Mortgage.
|
( ) __________________________________________________________________________________________________________________________________
( ) __________________________________________________________________________________________________________________________________
( ) __________________________________________________________________________________________________________________________________
( ) __________________________________________________________________________________________________________________________________
The
undersigned Master Servicer hereby
acknowledges and agrees as follows:
(1) The
Master Servicer shall hold and
retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Agreement.
(2) The
Master Servicer shall not cause or
knowingly permit the Documents to become subject to, or encumbered by, any
claim, liens, security interest, charges, writs of attachment or other
impositions nor shall the Servicer assert or seek to assert any claims or rights
of setoff to or against the Documents or any proceeds
thereof.
(3) The
Master Servicer shall return each
and every Document previously requested from the Mortgage File to the Trustee
when the need therefor no longer exists, unless the Mortgage Loan relating
to
the Documents has been liquidated and the proceeds thereof have been remitted
to
the Certificate Account and except as expressly provided in the
Agreement.
(4) The
Documents and any proceeds thereof,
including any proceeds of proceeds, coming into the possession or control of
the
Master Servicer shall at all times be earmarked for the account of the Trustee,
and the Master Servicer shall keep the Documents and any proceeds separate
and
distinct from all other property in the Master Servicer’s possession, custody or
control.
M-2
|
COUNTRYWIDE
HOME LOANS
SERVICING
LP
|
||
| By _______________________________ | ||
| Its _______________________________ |
Date:_________________, 20__
M-3
EXHIBIT
N
[FORM
OF] REQUEST FOR RELEASE OF
DOCUMENTS
To: The
Bank of New
York
Attn: Mortgage
Custody
Services
|
|
Re:
|
The
Pooling & Servicing
Agreement dated [month] 1, 200_,
among Countrywide Home Loans,
Inc., as a Seller,
Park Granada LLC, as a Seller, Park
Monaco, Inc., as a
Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing
LP,
as Master
Servicer, CWALT,
Inc.
and The Bank of New York,
as Trustee
|
Ladies
and
Gentlemen:
In
connection with the administration of
the Mortgage Loans held by you as Trustee for CWALT, Inc., we request the
release of the Mortgage Loan File for the Mortgage Loan(s) described below,
for
the reason indicated.
FT
Account
#: Pool #:
Mortgagor’s
Name, Address and Zip
Code:
Mortgage
Loan
Number:
Reason
for Requesting Documents (check
one)
|
|
1.
|
Mortgage
Loan paid in full
(Countrywide Home Loans, Inc. hereby certifies that all amounts have
been
received).
|
|
|
2.
|
Mortgage
Loan Liquidated
(Countrywide Home Loans, Inc. hereby certifies that all proceeds
of
foreclosure, insurance, or other liquidation have been finally
received).
|
|
|
3.
|
Mortgage
Loan in
Foreclosure.
|
|
|
4.
|
Mortgage
Loan repurchased by the
Master Servicer pursuant to Section 3.11(a) (Countrywide Home Loans
Servicing LP hereby certifies that the Purchase Price for the Mortgage
Loan has been deposited in the Certificate
Account).
|
|
|
5.
|
Other
(explain):
|
If
item 1 or 2 above is checked, and if
all or part of the Mortgage File was previously released to us, please release
to us our previous receipt on file with you, as well as any additional documents
in your possession relating to the above-specified Mortgage Loan. If
item 3, 4 or 5 is checked, upon return of all of the above documents to you
as
Trustee, please acknowledge your receipt by signing in the space indicated
below, and returning this form.
N-1
COUNTRYWIDE
HOME LOANS,
INC.
0000
Xxxx Xxxxxxx
Xxxxxxxxx,
Xxxxxxxxxx 00000
By:
Name:
Title:
Date:
[COUNTRYWIDE
HOME LOANS SERVICING
LP]
By:
Name:
Title:
Date:
TRUSTEE
CONSENT TO RELEASE
AND
ACKNOWLEDGEMENT
OF
RECEIPT
By:
Name:
Title:
Date:
N-2
EXHIBIT
O
[FORM
OF] FINANCIAL GUARANTY INSURANCE
POLICY
Delivered
to the Trustee at closing and on file with the Trustee.
O-1
EXHIBIT
P
[FORM
OF] SUPPLEMENTAL TRANSFER
AGREEMENT
THIS
SUPPLEMENTAL TRANSFER
AGREEMENT, dated as of ____________, 200_ (this “Supplemental
Transfer Agreement”), among CWALT, INC., a Delaware
corporation, as
depositor (the “Depositor”), COUNTRYWIDE HOME LOANS, INC. (“CHL”), a New
York corporation, as a seller (a “Seller”), PARK GRANADA LLC (“Park Granada”), a
Delaware limited liability company, as a seller (a “Seller”), PARK MONACO INC.
(“Park Monaco”), a Delaware limited liability corporation, as a seller (a
“Seller”), PARK SIENNA LLC (“Park Sienna”), a Delaware limited liability
company, as a seller (a “Seller” and together with CHL, Park Granada and Park
Monaco, the “Sellers”) under the
Pooling and Servicing Agreement referred to below, and THE BANK OF NEW YORK,
a
New York banking corporation, as trustee (the “Trustee”);
WHEREAS,
the Depositor, the Sellers, the
Trustee and Countrywide Home Loans Servicing LP, as Master Servicer, have
entered in the Pooling and Servicing Agreement, dated as of [month] 1, 2003
(the
“Pooling and Servicing Agreement”), in relation to the Alternative Loan Trust
200_-_, Mortgage Pass-Through Certificates, Series 200_-_;
WHEREAS,
Section 2.01(e) of the Pooling
and Servicing Agreement provides for the parties hereto to enter into this
Supplemental Transfer Agreement in accordance with the terms and conditions
of
the Pooling and Servicing Agreement;
NOW,
THEREFORE, in consideration of the
premises and for other good and valuable consideration the receipt and adequacy
of which are hereby acknowledged the parties hereto agree as
follows:
(a) The
“Supplemental
Transfer Date” with
respect to this Supplemental Transfer Agreement shall be ________,
200_.
(b) The
“Aggregate
Supplemental Purchase
Amount” with respect to this Supplemental Transfer Agreement shall be $________;
provided, however, that such amount shall not exceed the amount on deposit
in
the Supplemental Loan Account.
(c) The
“Capitalized
Interest Requirement”
with respect to this Supplemental Transfer Agreement shall be $________;
provided, however, that such amount shall not exceed the amount on deposit
in
the Capitalized Interest Account.
(d) [Reserved]
(e) In
case any provision of this
Supplemental Transfer Agreement shall be invalid, illegal or unenforceable,
the
validity, legality and enforceability of the remaining provisions or obligations
shall not in any way be affected or impaired thereby.
P-1
(f) In
the event of any conflict between the
provisions of this Supplemental Transfer Agreement and the Pooling and Servicing
Agreement, the provisions of the Pooling and Servicing Agreement shall prevail.
(g) This
Supplemental Transfer Agreement
shall be governed by, and shall be construed and enforced in accordance with
the
laws of the State of New
York.
(h)
The Supplemental Transfer Agreement may
be executed in one or more counterparts, each of which so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument.
P-2
IN
WITNESS WHEREOF, the parties to this
Supplemental Transfer Agreement have caused their names to be signed hereto
by
their respective officers thereunto duly authorized as of the day and year
first
above written.
|
CWALT,
INC.,
as
Depositor
|
|||
|
|
By:
|
||
| Name: | |||
| Title: | |||
|
COUNTRYWIDE
HOME LOANS, INC.,
as
a Seller
|
|||
|
|
By:
|
||
| Name: | |||
| Title: | |||
|
PARK
GRANADA
LLC,
as
a Seller
|
|||
|
|
By:
|
||
| Name: | |||
| Title: | |||
|
PARK
MONACO INC.,
as
a Seller
|
|||
|
|
By:
|
||
| Name: | |||
| Title: | |||
P-3
|
PARK
SIENNA LLC,
as
a Seller
|
|||
|
|
By:
|
||
| Name: | |||
| Title: | |||
|
THE
BANK OF NEW YORK,
not
in its individual capacity,
but soley as Trustee
|
|||
|
|
By:
|
||
| Name: | |||
| Title: | |||
Acknowledged
and
Agreed:
COUNTRYWIDE
HOME LOANS SERVICING
LP,
as
Master
Servicer
By: COUNTRYWIDE
GP,
INC.
By: _____________________________
Name:
Title:
P-4
EXHIBIT
Q
GLOSSARY
of TERMS for STANDARD & POOR’S LEVELS® VERSION 5.7 FILE FORMAT
APPENDIX E
– Standard & Poor’s Predatory Lending Categories
Standard
& Poor’s has categorized loans governed by anti-predatory lending laws in
the Jurisdictions listed below into three categories based upon a combination
of
factors that include (a) the risk exposure associated with the assignee
liability and (b) the tests and thresholds set forth in those laws. Note that
certain loans classified by the relevant statute as Covered are included in
Standard & Poor’s High Cost Loan Category because they included thresholds
and tests that are typical of what is generally considered High Cost by the
industry.
|
Standard
& Poor’s High Cost Loan Categorization
|
||
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending
Law/Effective
Date
|
Category
under
Applicable
Anti-
Predatory
Lending Law
|
|
Arkansas
|
Arkansas
Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000 etseq.
Effective
July 16, 2003
|
High
Cost Home Loan
|
|
Cleveland
Heights, OH
|
Ordinance
No. 72-2003 (PSH), Mun. Code §§ 757.01 etseq.
Effective
June 2, 2003
|
Covered
Loan
|
|
Colorado
|
Consumer
Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101 etseq.
Effective
for covered loans offered or entered into on or after January 1,
2003.
Other provisions of the Act took effect on June 7, 2002
|
Covered
Loan
|
|
Connecticut
|
Connecticut
Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
etseq.
Effective
October 1, 2001
|
High
Cost Home Loan
|
|
District
of Columbia
|
Home
Loan Protection Act, D.C. Code §§ 26-1151.01 etseq.
Effective
for loans closed on or after January 28, 2003
|
Covered
Loan
|
|
Florida
|
Fair
Lending Act, Fla. Stat. Xxx. §§ 494.0078
et seq.
Effective
October 2, 2002
|
High
Cost Home Loan
|
|
Georgia
(Oct. 1, 2002 – Mar. 6, 2003)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 etseq.
Effective
October 1, 2002 – March 6, 2003
|
High
Cost Home Loan
|
|
Georgia
as amended (Mar. 7, 2003 – current)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 etseq.
Effective
for loans closed on or after March 7, 2003
|
High
Cost Home Loan
|
|
HOEPA
Section 32
|
Home
Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
§§ 226.32 and 226.34
Effective
October 1, 1995, amendments October 1, 2002
|
High
Cost Loan
|
|
Illinois
|
High
Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 etseq.
Effective
January 1, 2004 (prior to this date, regulations under Residential
Mortgage License Act effective from May 14, 2001)
|
High
Risk Home Loan
|
|
Kansas
|
Consumer
Credit Code, Kan. Stat. Xxx. §§ 16a-1-101 etseq.
Sections
16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
16a-3-308a became effective July 1, 1999
|
High
Loan to Value Consumer Loan (id.§ 16a-3-207)
and;
|
|
High
APR Consumer Loan (id.§ 16a-3-308a)
|
||
|
Kentucky
|
2003
KY H.B. 287 – High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100 etseq.
Effective
June 24, 2003
|
High
Cost Home Loan
|
|
Maine
|
Truth
in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 etseq.
Effective
September 29, 1995 and as amended from time to time
|
High
Rate High Fee Mortgage
|
|
Massachusetts
|
Part
40 and Part 32, 209 C.M.R. §§ 32.00 etseq. and 209 C.M.R. §§ 40.01
etseq.
Effective
March 22, 2001 and amended from time to time
|
High
Cost Home Loan
|
|
Nevada
|
Assembly
Xxxx No. 284, Nev. Rev. Stat. §§ 598D.010 etseq.
Effective
October 1, 2003
|
Home
Loan
|
|
New
Jersey
|
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
etseq.
Effective
for loans closed on or after November 27, 2003
|
High
Cost Home Loan
|
|
New
Mexico
|
Home
Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 etseq.
Effective
as of January 1, 2004; Revised as of February 26, 2004
|
High
Cost Home Loan
|
|
New
York
|
N.Y.
Banking Law Article 6-l
Effective
for applications made on or after April 1, 2003
|
High
Cost Home Loan
|
|
North
Carolina
|
Restrictions
and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
etseq.
Effective
July 1, 2000; amended October 1, 2003 (adding open-end lines of
credit)
|
High
Cost Home Loan
|
|
Ohio
|
H.B.
386 (codified in various sections of the Ohio Code), Ohio Rev. Code
Xxx.
§§ 1349.25 etseq.
Effective
May 24, 2002
|
Covered
Loan
|
|
Oklahoma
|
Consumer
Credit Code (codified in various sections of Title 14A)
Effective
July 1, 2000; amended effective January 1, 2004
|
Subsection
10 Mortgage
|
|
South
Carolina
|
South
Carolina High Cost and Consumer Home Loans Act, S.C. Code Xxx. §§ 37-23-10
etseq.
Effective
for loans taken on or after January 1, 2004
|
High
Cost Home Loan
|
|
West
Virginia
|
West
Virginia Residential Mortgage Lender, Broker and Servicer Act, W.
Va. Code
Xxx. §§ 31-17-1 etseq.
Effective
June 5, 2002
|
West
Virginia Mortgage Loan Act Loan
|
Q-1
Standard
& Poor’s Covered Loan Categorization
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending Law/Effective Date
|
Category
under Applicable Anti-Predatory LendingLaw
|
|
Georgia
(Oct. 1, 2002 – Mar. 6, 2003)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 etseq.
Effective
October 1, 2002 – March 6, 2003
|
Covered
Loan
|
|
New
Jersey
|
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
etseq.
Effective
November 27, 2003 – July 5, 2004
|
Covered
Home Loan
|
|
Standard
& Poor’s Home Loan Categorization
|
||
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending Law/Effective Date
|
Category
under Applicable Anti-Predatory LendingLaw
|
|
Georgia
(Oct. 1, 2002 – Mar. 6, 2003)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 etseq.
Effective
October 1, 2002 – March 6, 2003
|
Home
Loan
|
|
New
Jersey
|
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
etseq.
Effective
for loans closed on or after November 27, 2003
|
Home
Loan
|
|
New
Mexico
|
Home
Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 etseq.
Effective
as of January 1, 2004; Revised as of February 26, 2004
|
Home
Loan
|
|
North
Carolina
|
Restrictions
and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
etseq.
Effective
July 1, 2000; amended October 1, 2003 (adding open-end lines of
credit)
|
Consumer
Home Loan
|
|
South
Carolina
|
South
Carolina High Cost and Consumer Home Loans Act, S.C. Code Xxx. §§ 37-23-10
etseq.
Effective
for loans taken on or after January 1, 2004
|
Consumer
Home Loan
|
Q-2
EXHIBIT
R
[FORM
OF] CORRIDOR
CONTRACT
Delivered
to the Trustee at closing and on file with the Trustee.
R-1
EXHIBIT
S-1
[FORM
OF] ASSIGNMENT
AGREEMENT
Delivered
to the Trustee at closing and on file with the Trustee.
S-1-1
EXHIBIT
S-2
[RESERVED]
S-2-1
EXHIBIT
T
[FORM
OF]
OFFICER’S CERTIFICATE WITH RESPECT TO PREPAYMENTS
MORTGAGE
BACKED CERTIFICATES,
Series
200_-__
[Date]
Via
Facsimile
__________________,
as
Trustee
_______________
_______________________
Dear
Sir or Madam:
Reference
is made to the Pooling and Servicing Agreement, dated as of _________, 200_,
(the “Pooling and Servicing Agreement”) among [CWALT, Inc.], as Depositor,
[Countrywide Home Loans, Inc.], as a Seller, [Park Granada LLC], as a Seller,
[Park Monaco Inc.], as a Seller, [Park Sienna LLC], as a Seller, [Countrywide
Home Loans Servicing LP], as Master Servicer and __________________, as
Trustee. Capitalized terms used herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
__________________
hereby certifies that he/she is a Servicing Officer, holding the office set
forth beneath his/her name and hereby further certifies as follows:
With
respect to the Distribution Date in _________ 200_ and each Mortgage Loan set
forth in the attached schedule:
1.
A
Principal Prepayment in full or in part was received during the related
Prepayment Period;
2.
Any
Prepayment Charge due under the terms of the Mortgage Note with respect to
such
Principal Prepayment was or was not, as indicated on the attached schedule
using
“Yes” or “No”, received from the Mortgagor and deposited in the Certificate
Account;
3.
As to
each Mortgage Loan set forth on the attached schedule for which all or part
of
the Prepayment Charge required in connection with the Principal Prepayment
was
waived by the Master Servicer, such waiver was, as indicated on the attached
schedule, based upon:
(i)
the
Master Servicer’s determination that such waiver would maximize recovery of
Liquidation Proceeds for such Mortgage Loan, taking into account the value
of
such Prepayment Charge, or
(ii)(A)
the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium,
receivership, or other similar law relating to creditors’ rights generally or
(2) due to acceleration in connection with a foreclosure or other involuntary
payment, or (B) the enforceability is otherwise limited or prohibited by
applicable law; and
T-1
4.
We
certify that all amounts due in connection with the waiver of a Prepayment
Charge inconsistent with clause 3 above which are required to be deposited
by
the Master Servicer pursuant to Section 3.19 of the Pooling and Servicing
Agreement, have been or will be so deposited.
|
|
[COUNTRYWIDE
HOME LOANS, INC.],
as Master
Servicer
|
T-2
SCHEDULE
OF MORTGAGE LOANS FOR WHICH A PREPAYMENT WAS RECEIVED DURING
THE
RELATED PREPAYMENT PERIOD
|
Loan
Number
|
Clause
2: Yes/No
|
Clause
3: (i) or
(ii)
|
T-3
EXHIBIT
U
MONTHLY
STATEMENT
[On
file with
Trustee]
U-1
EXHIBIT
V-1
[FORM
OF] PERFORMANCE
CERTIFICATION
(Servicer)
[On
file with
Trustee]
V-1-1
EXHIBIT
V-2
[FORM
OF] PERFORMANCE
CERTIFICATION
(Trustee)
[On
file with
Trustee]
V-2-1
EXHIBIT
W
[FORM
OF]
SERVICING
CRITERIA TO BE ADDRESSED
IN
ASSESSMENT
OF COMPLIANCE
STATEMENT
The
assessment of compliance to be
delivered by [the Master Servicer] [Trustee] [Name of Subservicer] shall
address, at a minimum, the criteria identified as below as “Applicable Servicing
Criteria”:
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
|
General
Servicing
Considerations
|
||
|
1122(d)(1)(i)
|
Policies
and procedures are
instituted to monitor any performance or other triggers and events
of
default in accordance with the transaction
agreements.
|
|
|
1122(d)(1)(ii)
|
If
any material servicing
activities are outsourced to third parties, policies and procedures
are
instituted to monitor the third party’s performance and compliance with
such servicing activities.
|
|
|
1122(d)(1)(iii)
|
Any
requirements in the
transaction agreements to maintain a back-up servicer for the mortgage
loans are maintained.
|
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and
omissions policy is in effect on the party participating in the servicing
function throughout the reporting period in the amount of coverage
required by and otherwise in accordance with the terms of the transaction
agreements.
|
|
|
Cash
Collection and
Administration
|
||
|
1122(d)(2)(i)
|
Payments
on mortgage loans are
deposited into the appropriate custodial bank accounts and related
bank
clearing accounts no more than two business days following receipt,
or
such other number of days specified in the transaction
agreements.
|
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire
transfer on behalf of an obligor or to an investor are made only
by
authorized personnel.
|
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees
regarding collections, cash flows or distributions, and any interest
or
other fees charged for such advances, are made, reviewed and approved
as
specified in the transaction agreements.
|
|
|
1122(d)(2)(iv)
|
The
related accounts for the
transaction, such as cash reserve accounts or accounts established
as a
form of overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the transaction
agreements.
|
|
|
1122(d)(2)(v)
|
Each
custodial account is
maintained at a federally insured depository institution as set forth
in
the transaction agreements. For purposes of this criterion, “federally
insured depository institution” with respect to a foreign financial
institution means a foreign financial institution that meets the
requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so
as to prevent unauthorized access.
|
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a
monthly basis for all asset-backed securities related bank accounts,
including custodial accounts and related bank clearing accounts.
These
reconciliations are (A) mathematically accurate; (B) prepared within
30
calendar days after the bank statement cutoff date, or such other
number
of days specified in the transaction agreements; (C) reviewed and
approved
by someone other than the person who prepared the reconciliation;
and (D)
contain explanations for reconciling items. These reconciling items
are
resolved within 90 calendar days of their original identification,
or such
other number of days specified in the transaction
agreements.
|
|
|
Investor
Remittances and
Reporting
|
||
|
1122(d)(3)(i)
|
Reports
to investors, including
those to be filed with the Commission, are maintained in accordance
with
the transaction agreements and applicable Commission requirements.
Specifically, such reports (A) are prepared in accordance with timeframes
and other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the
transaction agreements; (C) are filed with the Commission as required
by
its rules and regulations; and (D) agree with investors’ or the trustee’s
records as to the total unpaid principal balance and number of mortgage
loans serviced by the Servicer.
|
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are
allocated and remitted in accordance with timeframes, distribution
priority and other terms set forth in the transaction
agreements.
|
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor
are posted within two business days to the Servicer’s investor records, or
such other number of days specified in the transaction
agreements.
|
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per
the investor reports agree with cancelled checks, or other form of
payment, or custodial bank statements.
|
|
|
Pool
Asset
Administration
|
||
|
1122(d)(4)(i)
|
Collateral
or security on mortgage
loans is maintained as required by the transaction agreements or
related
mortgage loan documents.
|
|
|
1122(d)(4)(ii)
|
Mortgage
loan and related
documents are safeguarded as required by the transaction
agreements.
|
|
|
1122(d)(4)(iii)
|
Any
additions, removals or
substitutions to the asset pool are made, reviewed and approved in
accordance with any conditions or requirements in the transaction
agreements.
|
|
|
1122(d)(4)(iv)
|
Payments
on mortgage loans,
including any payoffs, made in accordance with the related mortgage
loan
documents are posted to the Servicer’s obligor records maintained no more
than two business days after receipt, or such other number of days
specified in the transaction agreements, and allocated to principal,
interest or other items (e.g., escrow) in accordance with the related
mortgage loan documents.
|
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding
the mortgage loans agree with the Servicer’s records with respect to an
obligor’s unpaid principal balance.
|
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms
or status of an obligor's mortgage loans (e.g., loan modifications
or
re-agings) are made, reviewed and approved by authorized personnel
in
accordance with the transaction agreements and related pool asset
documents.
|
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery
actions (e.g., forbearance plans, modifications and deeds in lieu
of
foreclosure, foreclosures and repossessions, as applicable) are initiated,
conducted and concluded in accordance with the timeframes or other
requirements established by the transaction
agreements.
|
|
|
1122(d)(4)(viii)
|
Records
documenting collection
efforts are maintained during the period a mortgage loan is delinquent
in
accordance with the transaction agreements. Such records are maintained
on
at least a monthly basis, or such other period specified in the
transaction agreements, and describe the entity’s activities in monitoring
delinquent mortgage loans including, for example, phone calls, letters
and
payment rescheduling plans in cases where delinquency is deemed temporary
(e.g., illness or unemployment).
|
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or
rates of return for mortgage loans with variable rates are computed
based
on the related mortgage loan documents.
|
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust
for an obligor (such as escrow accounts): (A) such funds are analyzed,
in
accordance with the obligor’s mortgage loan documents, on at least an
annual basis, or such other period specified in the transaction
agreements; (B) interest on such funds is paid, or credited, to obligors
in accordance with applicable mortgage loan documents and state laws;
and
(C) such funds are returned to the obligor within 30 calendar days
of full
repayment of the related mortgage loans, or such other number of
days
specified in the transaction agreements.
|
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an
obligor (such as tax or insurance payments) are made on or before
the
related penalty or expiration dates, as indicated on the appropriate
bills
or notices for such payments, provided that such support has been
received
by the servicer at least 30 calendar days prior to these dates, or
such
other number of days specified in the transaction
agreements.
|
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in
connection with any payment to be made on behalf of an obligor are
paid
from the servicer’s funds and not charged to the obligor, unless the late
payment was due to the obligor’s error or omission.
|
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an
obligor are posted within two business days to the obligor’s records
maintained by the servicer, or such other number of days specified
in the
transaction agreements.
|
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and
uncollectible accounts are recognized and recorded in accordance
with the
transaction agreements.
|
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other
support, identified in Item 1114(a)(1) through (3) or Item 1115 of
Regulation AB, is maintained as set forth in the transaction
agreements.
|
|
|
[NAME
OF MASTER SERVICER] [NAME OF
TRUSTEE] [NAME OF CO-TRUSTEE] [NAME OF
SUBSERVICER]
|
||
| Date: _______________________________ | ||
| By: ________________________________
Name:
Title:
|
W-1
EXHIBIT
X
[FORM
OF]
LIST OF ITEM 1119 PARTIES
ALTERNATIVE
LOAN TRUST 200_-__
MORTGAGE
PASS-THROUGH CERTIFICATES,
Series
200_-__
[Date]
|
Party
|
Contact
Information
|
X-1
EXHIBIT
Y
FORM
OF
XXXXXXXX-XXXXX CERTIFICATION
(REPLACEMENT
OF MASTER SERVICER)
Y-1
