|
EXHIBIT 99.1
------------
6
<PAGE>
Exhibit 99.1
FORM OF POOLING AND SERVICING AGREEMENT
===========================
CWMBS, INC.,
Depositor
COUNTRYWIDE HOME LOANS, INC.,
Seller
PARK GRANADA LLC,
Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
Master Servicer
and
THE BANK OF NEW YORK,
Trustee
-----------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2004
----------------------------------
CHL MORTGAGE PASS-THROUGH TRUST 2004-29
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-29
===========================
<PAGE>
<TABLE>
<CAPTION>
Table of Contents
Page
----
ARTICLE I DEFINITIONS
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES
<S> <C>
SECTION 2.01. Conveyance of Mortgage
Loans...................................................II-54
SECTION 2.02. Acceptance by Trustee of the Mortgage
Loans....................................II-58
SECTION 2.03. Representations, Warranties and Covenants of the
Sellers and Master
Servicer.......................................................................II-60
SECTION 2.04. Representations and Warranties of the Depositor as
to the Mortgage Loans.......II-62
SECTION 2.05. Delivery of Opinion of Counsel in Connection with
Substitutions................II-62
SECTION 2.06. Execution and Delivery of
Certificates.........................................II-63
SECTION 2.07. REMIC
Matters..................................................................II-63
SECTION 2.08. Covenants of the Master
Servicer...............................................II-63
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
SECTION 3.01. Master Servicer to Service Mortgage
Loans.....................................III-65
SECTION 3.02. Subservicing; Enforcement of the Obligations of
Subservicers..................III-66
SECTION 3.03. Rights of the Depositor and the Trustee in Respect
of the Master Servicer.....III-66
SECTION 3.04. Trustee to Act as Master
Servicer.............................................III-67
SECTION 3.05. Collection of Mortgage Loan Payments; Certificate
Account; Distribution
Account; Carryover Reserve Fund; Cap Contract Reserve
Fund....................III-67
SECTION 3.06. Collection of Taxes, Assessments and Similar
Items; Escrow Accounts...........III-71
SECTION 3.07. Access to Certain Documentation and Information
Regarding the Mortgage
Loans.........................................................................III-71
SECTION 3.08. Permitted Withdrawals from the Certificate
Account, the Distribution
Account, the Carryover Shortfall Reserve Fund and Cap Contract
Reserve
Fund..........................................................................III-72
SECTION 3.09. Maintenance of Hazard Insurance; Maintenance of
Primary Insurance
Policies......................................................................III-74
SECTION 3.10. Enforcement of Due-on-Sale Clauses; Assumption
Agreements.....................III-75
SECTION 3.11. Realization Upon Defaulted Mortgage Loans;
Repurchase of Certain Mortgage
Loans.........................................................................III-77
SECTION 3.12. Trustee to Cooperate; Release of Mortgage
Files...............................III-80
i
<PAGE>
SECTION 3.13. Documents, Records and Funds in Possession of
Master Servicer to be Held
for the
Trustee...............................................................III-81
SECTION 3.14. Servicing
Compensation........................................................III-81
SECTION 3.15. Access to Certain
Documentation...............................................III-82
SECTION 3.16. Annual Statement as to
Compliance.............................................III-82
SECTION 3.17. Annual Independent Public Accountants' Servicing
Statement; Financial
Statements....................................................................III-82
SECTION 3.18. Errors and Omissions Insurance; Fidelity
Bonds................................III-83
SECTION 3.19. Notification of
Adjustments...................................................III-83
SECTION 3.20. Cap
Contract..................................................................III-84
ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
SECTION 4.01.
Advances...........................................................................2
SECTION 4.02. Priorities of
Distribution.........................................................3
SECTION 4.03. Allocation of Net Deferred
Interest................................................9
SECTION 4.04. Allocation of Realized
Losses.....................................................10
SECTION 4.05. Cross-Collateralization; Adjustments to Available
Funds...........................11
SECTION 4.06. Monthly Statements to
Certificateholders..........................................11
SECTION 4.07.
[Reserved]........................................................................14
SECTION 4.08. Determination of Pass-Through Rates for LIBOR
Certificates........................14
SECTION 4.09. Distributions from the Cap Contract Reserve
Fund..................................15
ARTICLE V THE CERTIFICATES
SECTION 5.01. The
Certificates..................................................................17
SECTION 5.02. Certificate Register; Registration of Transfer and
Exchange of
Certificates......................................................................17
SECTION 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates.................................22
SECTION 5.04. Persons Deemed
Owners.............................................................22
SECTION 5.05. Access to List of Certificateholders' Names and
Addresses.........................22
SECTION 5.06. Maintenance of Office or
Agency...................................................23
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01. Respective Liabilities of the Depositor and the
Master Servicer...................24
SECTION 6.02. Merger or Consolidation of the Depositor or the
Master Servicer...................24
SECTION 6.03. Limitation on Liability of the Depositor, the
Sellers, the Master
Servicer and
Others...............................................................24
SECTION 6.04. Limitation on Resignation of Master
Servicer......................................25
ARTICLE VII DEFAULT
SECTION 7.01. Events of
Default.................................................................26
SECTION 7.02. Trustee to Act; Appointment of
Successor..........................................27
SECTION 7.03. Notification to
Certificateholders................................................29
ii
<PAGE>
ARTICLE VIII CONCERNING THE TRUSTEE
SECTION 8.01. Duties of
Trustee.................................................................30
SECTION 8.02. Certain Matters Affecting the
Trustee.............................................31
SECTION 8.03. Trustee Not Liable for Certificates or Mortgage
Loans.............................32
SECTION 8.04. Trustee May Own
Certificates......................................................32
SECTION 8.05. Trustee's Fees and
Expenses.......................................................32
SECTION 8.06. Eligibility Requirements for
Trustee..............................................33
SECTION 8.07. Resignation and Removal of
Trustee................................................33
SECTION 8.08. Successor
Trustee.................................................................34
SECTION 8.09. Merger or Consolidation of
Trustee................................................34
SECTION 8.10. Appointment of Co-Trustee or Separate
Trustee.....................................35
SECTION 8.11. Tax
Matters.......................................................................36
ARTICLE IX TERMINATION
SECTION 9.01. Termination upon Liquidation or Purchase of all
Mortgage Loans....................38
SECTION 9.02. Final Distribution on the
Certificates............................................40
SECTION 9.03. Additional Termination
Requirements...............................................41
ARTICLE X MISCELLANEOUS PROVISIONS
SECTION 10.01.
Amendment.........................................................................42
SECTION 10.02. Recordation of Agreement;
Counterparts............................................43
SECTION 10.03. Governing
Law.....................................................................44
SECTION 10.04. Intention of
Parties..............................................................44
SECTION 10.05.
Notices...........................................................................44
SECTION 10.06. Severability of
Provisions........................................................46
SECTION 10.07.
Assignment........................................................................46
SECTION 10.08. Limitation on Rights of
Certificateholders........................................46
SECTION 10.09. Inspection and Audit
Rights.......................................................47
SECTION 10.10. Certificates Nonassessable and Fully
Paid.........................................47
SECTION 10.11.
[Reserved]........................................................................47
SECTION 10.12. Protection of
Assets..............................................................47
iii
<PAGE>
SCHEDULES
Schedule I: Mortgage Loan
Schedule........................................................S-I-1
Schedule II-A: Representations and Warranties of
Countrywide..............................S-II-A-1
Schedule II-B: Representations and Warranties of Park
Granada.............................S-II-B-1
Schedule III-A: Representations and Warranties of Countrywide as
to all
of the Mortgage
Loans.....................................................S-III-A-1
Schedule III-B: Representations and Warranties of Countrywide as
to the
Countrywide Mortgage
Loans................................................S-III-B-1
Schedule III-C: Representations and Warranties of Park Granada
as to the
Park Granada Mortgage
Loans...............................................S-III-C-1
Schedule IV: Representations and Warranties of the Master
Servicer........................S-IV-1
Schedule V: Principal Balance Schedules (if
applicable)...................................S-V-1
Schedule VI: Form of Monthly Master Servicer
Report.......................................S-VI-1
EXHIBITS
Exhibit A: Form of Senior Certificate (other than Notional
Amount
Certificates)...................................................................A-1
Exhibit B: Form of Subordinated
Certificate................................................B-1
Exhibit C: Form of Class A-R
Certificate...................................................C-1
Exhibit D: Form of Notional Amount
Certificate.............................................D-1
Exhibit E: Form of Reverse of
Certificates.................................................E-1
Exhibit F: Form of Initial Certification of
Trustee........................................F-1
Exhibit G: Form of Delay Delivery Certification of
Trustee.................................G-1
Exhibit H: Form of Final Certification of
Trustee..........................................H-1
Exhibit I: Form of Transfer
Affidavit......................................................I-1
Exhibit J-1: Form of Transferor Certificate
(Residual).......................................J-1
Exhibit J-2: Form of Transferor Certificate
(Private)........................................J-2
Exhibit K: Form of Investment Letter [Non-Rule
144A].......................................K-1
Exhibit L: Form of Rule 144A
Letter........................................................L-1
Exhibit M: Form of Request for Release (for
Trustee).......................................M-1
Exhibit N: Form of Request for Release of Documents (Mortgage
Loan)
Paid in Full, Repurchased and
Replaced).........................................N-1
Exhibit O:
[Reserved]......................................................................O-1
Exhibit P:
[Reserved]......................................................................P-1
Exhibit Q: Standard & Poor's LEVELS(R) Version 5.6 Glossary
Revised, Appendix E............Q-1
Exhibit R: Form of Cap
Contract............................................................R-1
Exhibit S: Form of Assignment
Agreement....................................................S-1
</TABLE>
iv
<PAGE>
EXECUTION COPY
THIS POOLING AND SERVICING AGREEMENT, dated as of December 1,
2004,
among CWMBS, 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"), 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 contained in this
Agreement,
the parties to this Agreement 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
Trust Fund (other than the Carryover Shortfall Reserve Fund and
the Cap Contract
Reserve Fund) will consist of six real estate mortgage
investment conduits (each
a "REMIC" or, in the alternative, "REMIC 1A", "REMIC 1B", "REMIC
2", "REMIC 3,"
"REMIC 4" and the "Master REMIC," respectively). Each
Certificate, other than
the Class A-R Certificate, will represent ownership of one or
more regular
interests in the Master REMIC for purposes of the REMIC
Provisions. The Class
A-R Certificate represents ownership of the sole class of
residual interest in
each REMIC created hereunder. The Master REMIC will hold as
assets the several
classes of uncertificated REMIC 4 Interests (other than the
Class 4-A-R
Interest). REMIC 4 will hold as assets the several classes of
uncertificated
REMIC 3 Interests (other than the Class 3-A-R Interest). REMIC 3
will hold as
assets the several classes of uncertificated REMIC 2 Interests
(other than the
Class 2-A-R Interest). REMIC 2 will hold as assets the several
classes of
uncertificated REMIC 1A Interests and REMIC 1B Interests (other
than the Class
1A-A-R and Class 1B-A-R Interests). The Class 1A REMIC will hold
as assets all
Mortgage Loans of Loan Group 1 (other than the Carryover
Shortfall Reserve Fund
and the Cap Contract Reserve Fund). The Class 1B REMIC will hold
as assets all
Mortgage Loans of Loan Group 2 and Loan Group 3 (other than the
Carryover
Shortfall Reserve Fund and the Cap Contract Reserve Fund). Each
REMIC 4 Interest
(other than the Class 4-A-R Interest) is hereby designated as a
regular interest
in REMIC 4. Each REMIC 3 Interest (other than the Class 3-A-R
Interest) is
hereby designated as a regular interest in REMIC 3. Each REMIC 2
Interest (other
than the Class 2-A-R Interest) is hereby designated as a regular
interest in
REMIC 2. Each REMIC 1B Interest (other than the Class 1B-A-R
Interest) is hereby
designated as a regular interest in REMIC 1B. Each REMIC 1A
Interest (other than
the Class 1A-A-R Interest) is hereby designated as a regular
interest in REMIC
1A. The latest possible maturity date of all REMIC regular
interests created in
this Agreement shall be the Latest Possible Maturity Date.
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
I-1
<PAGE>
creating any shortfall-actual or potential (other than for
credit losses) to
any REMIC regular interest. It is not intended that the Class
A-R Certificates
be entitled to any cash flow pursuant to this Agreement except
as provided in
Section 4.02(a)(1)(iv)(y) hereunder, (that is, its entitlement
to $100 plus
interest thereon in the waterfall).
The following table set forth characteristics of the Interests
in REMIC
1A (the "REMIC 1A Interests"):
-------------------------------------------------------------------------------
The REMIC 1A Initial Principal Interest Rate Corresponding
Interests Balance Loan Group
-------------------------------------------------------------------------------
1A-1................ (1) (2) 1
-------------------------------------------------------------------------------
1A-A-R.............. (3) (3) N/A
-------------------------------------------------------------------------------
---------------
(1) This Class of Lower Tier REMIC Interest will have an intial
Principal
Balance equal to the initial principal balance of the mortgages
in
the Corresponding Loan Group.
(2) This Lower Tier REMIC Interest will have an Interest Rate
equal to the
weighted average of the Adjusted Net Mortgage Rates of the
Mortgage
Loans in Loan Group 1.
(3) The Class 1A-A-R Interest is the sole class of residual
interest in
REMIC 1A. It has no principal balance and pays no principal
or
interest.
On each Distribution Date, scheduled and unscheduled principal
and
Realized Losses for Aggregate Loan Group I will be allocated to
the Class 1A-1
Interest.
The following table set forth characteristics of the Interests
in REMIC
1B (the "REMIC 1B Interests"):
-------------------------------------------------------------------------------
The Lower Tier Initial Principal Interest Rate Corresponding
REMIC Interests Balance Loan Group
-------------------------------------------------------------------------------
1B-A-2............ (1) (2) 2
-------------------------------------------------------------------------------
1B-B-2............ (1) (2) 2
-------------------------------------------------------------------------------
1B-C-2............ (1) (2) 2
-------------------------------------------------------------------------------
1B-A-3............ (1) (2) 3
-------------------------------------------------------------------------------
1B-B-3............ (1) (2) 3
-------------------------------------------------------------------------------
1B-C-3............ (1) (2) 3
-------------------------------------------------------------------------------
1B-A-R............ (3) (3) N/A
-------------------------------------------------------------------------------
---------------
(1) Each Class A and Class B REMIC 1B Interest will have an
Initial
Principal Balance equal to 0.5% of the principal balance of
the
Mortgage Loans in its Corresponding Loan Group. Each Class C
REMIC 1B
Interest will have an Initial Principal Balance equal to the
excess of
the initial aggregate Stated Principal Balance of the Mortgage
Loans in
its Corresponding Loan Group over the initial aggregate
principal
balances of the Class A and Class B REMIC 1B Interests
corresponding to
such Loan Group.
(2) This REMIC 1B Interest will have an Interest Rate equal to
the weighted
average of the Adjusted Net Mortgage Rates of the Mortgage Loans
in the
Corresponding Loan Group.
(3) The Class 1B-A-R Interest is the sole class of residual
interest in
the REMIC 1B. It has no principal balance and pays no principal
or
interest.
I-2
<PAGE>
On each Distribution Date, the Available Funds for Aggregate
Loan Group
II will be distributed with respect to the corresponding
Aggregate Group II
Interests in the following manner:
(1) Interest. Interest will be distributed with respect to
each
Aggregate Group II Interest at the rate, or according to the
formulas, described
above;
(2) Principal and Realized Losses. For each Distribution
Date:
Scheduled and unscheduled principal and Realized Losses from
Loan Group 2 shall
be allocated to: (a) the Class 1B-A-2 Interest, if the the Class
1B-A-II-2
Principal Balance (as calculated for the Distribution Date) is
exceeded by the
principal balance of such Interest for the prior Distribution
Date, in such an
amount as to cause the principal balance of the Class 1B-A-2
Interest to equal
the Class 1B-A-II-2 Principal Balance (as calculated for the
Distribution Date),
or (b) the Class 1B-B-2 Interest, if the the Class 1B-B-II-2
Principal Balance
(as calculated for the Distribution Date) is exceeded by the
principal balance
of such Interest for the prior Distribution Date, in such an
amount as to cause
the principal balance of the Class 1B-B-2 Interest to equal the
Class 1B-B-2
Principal Balance (as calculated for the Distribution Date). Any
remaining
scheduled and unscheduled principal and Realized Losses from
Loan Group 2 shall
be allocated to the Class 1B-C-2 Interest.
Scheduled and unscheduled principal and Realized Losses from
Loan Group
3 shall be allocated to: (a) the Class 1B-A-3 Interest, if the
the Class 1B-A-3
Principal Balance (as calculated for the Distribution Date) is
exceeded by the
principal balance of such Interest for the prior Distribution
Date, in such an
amount as to cause the principal balance of the Class 1B-A-3
Interest to equal
the Class 1B-A-3 Principal Balance (as calculated for the
Distribution Date), or
(b) the Class 1B-B-3 Interest, if the the Class 1B-B-3 Principal
Balance (as
calculated for the Distribution Date) is exceeded by the
principal balance of
such Interest for the prior Distribution Date, in such an amount
as to cause the
principal balance of the Class 1B-B-3 Interest to equal the
Class 1B-B-3
Principal Balance. Any remaining scheduled and unscheduled
principal and
Realized Losses from Loan Group 3 shall be allocated to the
Class 1B-C-3
Interest.
The following table set forth characteristics of the Interests
in REMIC
2 (the "REMIC 2 Interests"):
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
The Lower Tier REMIC Initial Principal Interest Rate
Corresponding Loan Aggregate Group
Interests Balance Group
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2-I-1................... (1) (2) 1 I
-------------------------------------------------------------------------------------------------------------------
2-II-A-2................ (3) (2) 2 II
-------------------------------------------------------------------------------------------------------------------
2-II-B-2................ (3) (2) 2 II
-------------------------------------------------------------------------------------------------------------------
2-II-C-2................ (3) (2) 2 II
-------------------------------------------------------------------------------------------------------------------
2-II-D-2................ (3) (2) 2 II
-------------------------------------------------------------------------------------------------------------------
2-II-E-2................ (3) (2) 2 II
-------------------------------------------------------------------------------------------------------------------
2-II-A-3................ (3) (2) 3 II
-------------------------------------------------------------------------------------------------------------------
2-II-B-3................ (3) (2) 3 II
-------------------------------------------------------------------------------------------------------------------
2-II-C-3................ (3) (2) 3 II
-------------------------------------------------------------------------------------------------------------------
I-3
<PAGE>
-------------------------------------------------------------------------------------------------------------------
2-II-D-3................ (3) (2) 3 II
-------------------------------------------------------------------------------------------------------------------
2-II-E-3................ (3) (2) 3 II
-------------------------------------------------------------------------------------------------------------------
2-A-R................... (4) (4) N/A N/A
-------------------------------------------------------------------------------------------------------------------
</TABLE>
---------------
(1) This Class of REMIC 2 Interest will have an intial Principal
Balance
equal to the initial principal balance of the mortgages in
the
Corresponding Loan Group.
(2) This REMIC 2 Interest will have an Interest Rate equal to
the
weighted average of the Adjusted Net Mortgage Rates of the
Mortgage
Loans in the Corresponding Loan Group.
(3) Each Class A REMIC 2 and Class C REMIC 2 Interest will have
an Initial
Principal Balance equal to 0.9% of the Subordinated Portion of
its
Corresponding Loan Group. Each Class B REMIC 2 and Class D REMIC
2
Interest will have an Initial Principal Balance equal to 0.1% of
the
Subordinated Portion of its Corresponding Loan Group. Each Class
E
REMIC 2 Interest will have an Initial Principal Balance equal to
the
excess of the initial aggregate Stated Principal Balance of
the
Mortgage Loans in its Corresponding Loan Group over the
initial
aggregate principal balances of the Class A, Class B, Class C
and Class
D REMIC 2 Interests corresponding to such Loan Group.
(4) The Class 2-AR Interest is the sole class of residual
interest in the
REMIC 2. It has no principal balance and pays no principal
or
interest.
On each Distribution Date, the Available Funds for Aggregate
Loan
Group I will be distributed with respect to the corresponding
Aggregate Group
I Interests in the following manner:
(1) Interest. Interest will be distributed with respect to the
2-I-1
Interest at the rate, or according to the formula, described
above;
(2) Principal. All principal amounts with respect to Loan Group
1 will
be distributed to the 2-I-1 Interest.
On each Distribution Date, the Available Funds for Aggregate
Loan
Group II will be distributed with respect to the corresponding
Aggregate Group
II Interests in the following manner:
(1) Interest. Interest will be distributed with respect to
each
Aggregate Group II Interest at the rate, or according to the
formulas,
described above;
(2) Principal, if no Cross-Over Situation Exists. If no
Cross-Over
Situation exists with respect to any Class of Aggregate Group II
Interests,
Principal Amounts arising with respect to each of Loan Group 2
and Loan Group 3
will be allocated: first to cause each of the Loan Group's
corresponding Class
A, Class B, Class C and Class D Interests to equal,
respectively, 0.9% of the
Subordinated Portion of such Loan Group, 0.1% of the
Subordinated Portion of
such Loan Group, 0.9% of the Subordinated Portion of such Loan
Group and 0.1% of
the Subordinated Portion of such Loan Group; and second to the
Loan Group's
corresponding Class E Interest;
(3) Principal, if a Cross-Over Situation Exists. If a
Cross-Over
Situation exists with respect to the Class A and Class B
Aggregate Group II
Interests:
I-4
<PAGE>
(a) If the Calculation Rate in respect of the outstanding Class
A and
Class B Interests is less than the Subordinate Pass-Through Rate
for
Aggregate Loan Group II, then Principal Relocation Payments will
be
made proportionately to the outstanding Class A 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 Interests is greater than the Subordinate Pass-Through
Rate for
Aggregate Loan Group II, then Principal Relocation Payments will
be
made to the outstanding Class B Interests prior to any other
principal
distributions from each such Loan Group.
In each case, Principal Relocation Payments will be made so as
to cause
the Calculation Rate in respect of the outstanding Class A and
Class B Interests
to equal the Subordinate Pass-Through Rate for Aggregate Loan
Group II. With
respect to each Corresponding Loan Group, if (and to the extent
that) the sum of
(a) the principal payments comprising the Principal Amount
received during the
Due Period and (b) the Realized Losses, are insufficient to make
the necessary
reductions of principal on the Class A and Class B Interests,
then interest will
be added to the Loan Group's Class E Interest.
(c) The outstanding aggregate Class A and Class B Interests for
all
Corresponding Loan Groups in Aggregate Loan Group II will not
be
reduced below 1% of the excess of (i) the aggregate outstanding
Stated
Principal Balances of the Mortgage Loans in Aggregate Loan Group
II as
of the end of any Due Period over (ii) the aggregate Class
Certificate
Balance of the Group II 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 corresponding Class A and
Class B
Interests of a Loan Group, and if the Loan Group's Class E
Interest has
already been reduced to zero, then the excess principal from
that Loan Group
will be paid to the Class E Interests of the other corresponding
Loan Groups
in Aggregate Loan Group II, the aggregate Class A and Class B
Interests of
which are less than 1% of the Subordinated Portion of such Loan
Groups. If the
Loan Group Corresponding to the Class E Interest that receives
such payment
has a Adjusted Weighted Average Adjusted Net Mortgage Rate below
the Adjusted
Weighted Average Adjusted Net Mortgage Rate of the Loan Group
making the
payment, then the payment will be treated by the REMIC 2 as a
Realized Loss.
Conversely, if a Loan Group corresponding to the Class E
Interest that
receives such payment has an Adjusted Weighted Average Adjusted
Net Mortgage
Rate above the Adjusted Weighted Average Adjusted Net Mortgage
Rate of the
Loan Group making the payment, then the payment will be treated
by REMIC 2 as
a reimbursement for prior Realized Losses.
(4) Principal, if a Cross-Over Situation Exists. If a
Cross-Over
Situation exists with respect to the Class C and Class D
Aggregate Group II
Interests:
(a) If the Calculation Rate in respect of the outstanding Class
C and
Class D Interests is less than the Adjusted Subordinate
Pass-Through
Rate for Aggregate Loan Group II, then Principal Relocation
Payments
will be made proportionately to the outstanding Class C
Interests prior
to any other principal distributions from each such Loan
Group.
I-5
<PAGE>
(b) If the Calculation Rate in respect of the outstanding Class
C and
Class D Interests is greater than the Adjusted Subordinate
Pass-Through
Rate for Aggregate Loan Group II, then Principal Relocation
Payments
will be made to the outstanding Class D Interests prior to any
other
principal distributions from each such Loan Group.
In each case, Principal Relocation Payments will be made so as
to cause
the Calculation Rate in respect of the outstanding Class C and
Class D Interests
to equal the Adjusted Subordinate Pass-Through Rate for
Aggregate Loan Group II.
With respect to each Corresponding Loan Group, if (and to the
extent that) the
sum of (a) the principal payments comprising the Principal
Amount received
during the Due Period and (b) the Realized Losses, are
insufficient to make the
necessary reductions of principal on the Class C and Class D
Interests, then
interest will be added to the Loan Group's Class E Interest.
(c) The outstanding aggregate Class C and Class D Interests for
all
Corresponding Loan Groups in Aggregate Loan Group II will not
be
reduced below 1% of the excess of (i) the aggregate outstanding
Stated
Principal Balances of the Mortgage Loans in Aggregate Loan Group
II as
of the end of any Due Period over (ii) the aggregate Class
Certificate
Balance of the Group II 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 corresponding Class C and
Class D
Interests of a Loan Group, and if the Loan Group's Class E
Interest has
already been reduced to zero, then the excess principal from
that Loan Group
will be paid to the Class E Interests of the other corresponding
Loan Groups
in Aggregate Loan Group II, the aggregate Class C and Class D
Interests of
which are less than 1% of the Subordinated Portion of such Loan
Groups. If the
Loan Group Corresponding to the Class E Interest that receives
such payment
has a Adjusted Weighted Average Adjusted Net Mortgage Rate below
the Adjusted
Weighted Average Adjusted Net Mortgage Rate of the Loan Group
making the
payment, then the payment will be treated by the REMIC 2 as a
Realized Loss.
Conversely, if a Loan Group corresponding to the Class E
Interest that
receives such payment has an Adjusted Weighted Average Adjusted
Net Mortgage
Rate above the Adjusted Weighted Average Adjusted Net Mortgage
Rate of the
Loan Group making the payment, then the payment will be treated
by REMIC 2 as
a reimbursement for prior Realized Losses.
<TABLE>
<CAPTION>
The following table set forth characteristics of the Interests
in
REMIC 3 (the "REMIC 3 Interests"):
--------------------------------------------------------------------------------------------------------------------
REMIC 3 Interests Initial Principal Balance Interest Rate
Corresponding REMIC Related Loan Group
4 Interests
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
3-1-A-1 $656,513,000.00 (1) 4-1-A-1, 4-1-X (2) 1
--------------------------------------------------------------------------------------------------------------------
3-1-A-2 $49,050,000.00 (1) 4-1-A-2, 4-1-X (2) 1
--------------------------------------------------------------------------------------------------------------------
3-2-A-1 (3) (1) 4-2-A-1 2
--------------------------------------------------------------------------------------------------------------------
I-6
<PAGE>
--------------------------------------------------------------------------------------------------------------------
3-2-A-2 (3) (1) 4-2-A-2 2
--------------------------------------------------------------------------------------------------------------------
3-2-Accrual (3) (1) N/A 2
--------------------------------------------------------------------------------------------------------------------
3-3-A-1 (3) (1) 4-3-A-1 3
--------------------------------------------------------------------------------------------------------------------
3-3-Accrual (3) (1) N/A 3
--------------------------------------------------------------------------------------------------------------------
3-$100 $100.00 (1) 4-$100 1
--------------------------------------------------------------------------------------------------------------------
I-7
<PAGE>
--------------------------------------------------------------------------------------------------------------------
3-I-M-1 (3) (1) 4-I-M-1, 4-1-X (2) 1
--------------------------------------------------------------------------------------------------------------------
3-I-B-1 (3) (1) 4-I-B-1, 4-1-X (2) 1
--------------------------------------------------------------------------------------------------------------------
3-I-B-2 (3) (1) 4-I-B-2 1
--------------------------------------------------------------------------------------------------------------------
3-I-B-3 (3) (1) 4-I-B-3 1
--------------------------------------------------------------------------------------------------------------------
3-I-B-4 (3) (1) 4-I-B-4 1
--------------------------------------------------------------------------------------------------------------------
3-I-B-5 (3) (1) 4-I-B-5 1
--------------------------------------------------------------------------------------------------------------------
3-II-2-M-1 (4) (5) 4-II-M-1 2
--------------------------------------------------------------------------------------------------------------------
3-II-2-B-1 (4) (5) 4-II-B-1 2
--------------------------------------------------------------------------------------------------------------------
3-II-2-B-2 (4) (5) 4-II-B-2 2
--------------------------------------------------------------------------------------------------------------------
3-II-2-B-3 (4) (5) 4-II-B-3 2
--------------------------------------------------------------------------------------------------------------------
3-II-2-B-4 (4) (5) 4-II-B-4 2
--------------------------------------------------------------------------------------------------------------------
3-II-2-B-5 (4) (5) 4-II-B-5 2
--------------------------------------------------------------------------------------------------------------------
3-II-3-M-1 (4) (5) 4-II-M-1 3
--------------------------------------------------------------------------------------------------------------------
3-II-3-B-1 (4) (5) 4-II-B-1 3
--------------------------------------------------------------------------------------------------------------------
3-II-3-B-2 (4) (5) 4-II-B-2 3
--------------------------------------------------------------------------------------------------------------------
3-II-3-B-3 (4) (5) 4-II-B-3 3
--------------------------------------------------------------------------------------------------------------------
3-II-3-B-4 (4) (5) 4-II-B-4 3
--------------------------------------------------------------------------------------------------------------------
3-II-3-B-5 (4) (5) 4-II-B-5 3
--------------------------------------------------------------------------------------------------------------------
3-A-R (6) (6) N/A N/A
--------------------------------------------------------------------------------------------------------------------
</TABLE>
---------------
(1) The interest rate with respect to any Distribution Date (and
the
related Interest Accrual Period) for this REMIC 3 Interest is a
per
annum rate equal to the Weighted Average Adjusted Net Mortgage
Rate of
the Related Loan Group.
(2) The Class 4-1-X Interests are entitled to receive on each
Distribution
Date, a specified portion of the interest payable on this REMIC
3
Interest. Specifically, for each Distribution Date, the Class
4-1-X
Interests are entitled to receive all interest payable on this
REMIC 3
Interest to the extent (if any) that such interest payable
exceeds the
interest payable on the corresponding, non-4-1-X Interests.
I-8
<PAGE>
(3) On each Distribution Date and the Closing Date, following
the
allocation of scheduled and unscheduled principal and Realized
Losses
each such Class other than the Class 3-2-Accrual Interest and
the Class
3-3 Accrual Interest will have a principal balance equal to 50%
of the
principal balance in respect of its Corresponding REMIC 4
Interest. On
each Distribution Date and the Closing Date, following the
allocation
of scheduled and unscheduled principal and Realized Losses, the
Class
3-2-Accrual Interest and the Class 3-3 Accrual Interest will
have a
principal balance equal to 50% of the principal balance in
respect of
its corresponding Loan Group plus 100% of the Net Deferred
Interest
generated by such Loan Group that has not been distributed as
principal
or allocated Realized Losses in respect of the Class 2-PO
Certificates
or the Class 3-PO Certificates, respectively.
(4) On each Distribution Date and the Closing Date, following
the
allocation of scheduled and unscheduled principal and Realized
Losses
each Class designated "3-II" will have a principal balance equal
to,
the product of (a) the ratio of the Subordinated Portion times
the
principal balance of the Related Loan Group (the "Subordinated
Amount")
to the sum of the Subordinated Amounts of Loan Group 2 and Loan
Group 3
and (b) the principal balance of such Interest's Corresponding
REMIC 4
Interest.
(5) For each Interest Accrual Period, the interest rate for this
REMIC 3
Interest will be the Subordinate Pass-Through Rate for Aggregate
Loan
Group II.
(6) The 3-A-R is the sole Class of residual interest in the
Middle Tier
REMIC. It pays no interest or principal.
On each Distribution Date, the available funds payable with
respect
to the REMIC 3 Interest (other than the Class 3-A-R Interest)
shall be
distributed with respect to the REMIC 3 Interests in the
following manner:
(1) Interest: Interest is to be distributed with respect to each
REMIC 3
Interest at the rate, or according to the formulas, described
above; and
(2) Principal and Realized Losses: Principal and Realized Losses
are to be
allocated with respect to each REMIC 3 Interest designated "3-1"
or "3-I"
in the same manner and in the same amount as principal is
distributed with
respect to each REMIC 3 Interest's Corresponding REMIC 4 Class.
On each
Distribution Date, following the allocation of scheduled and
unscheduled
principal and Realized Losses each Class designated "3-2" or
"3-3" other
than the Class 3-2-Accrual Interest and the Class 3-3 Accrual
Interest will
have a principal balance equal to 50% of the principal balance
in respect
of its Corresponding REMIC 4 Interest. On each Distribution
Date, following
the allocation of scheduled and unscheduled principal and
Realized Losses,
the Class 3-2-Accrual Interest and the Class 3-3Accrual Interest
will have
a principal balance equal to 50% of the principal balance in
respect of its
corresponding Loan Group plus 100% of the Net Deferred Interest
generated
by such Loan Group that has not been distributed as principal or
allocated
Realized Losses in respect of the Class 2-PO Certificates or the
Class 3-PO
Certificates, respectively. On each Distribution Date, following
the
allocation of scheduled and unscheduled principal and Realized
Losses each
Class designated "3-II" will have a principal balance equal to:
the product
of (a) the ratio of the Subordinated Amount to the sum of the
Subordinated
Amounts of Loan Group 2 and Loan Group 3 and (b) the principal
balance of
such Interest's Corresponding REMIC 4 Interest.
I-9
<PAGE>
<TABLE>
<CAPTION>
The following table set forth characteristics of the Interests
in REMIC
4 (the "REMIC 4 Interests"):
---------------------------------------------------------------------------------------------------------------------
REMIC 4 Interests Initial Principal Balance Interest Rate
Corresponding Master Related Loan Group
REMIC Certificates
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
4-1-A-1 (1) (2) 1-A-1 1
---------------------------------------------------------------------------------------------------------------------
4-1-A-2 (1) (2) 1-A-2 1
---------------------------------------------------------------------------------------------------------------------
4-1-X (1) (3) 1-X 1
---------------------------------------------------------------------------------------------------------------------
4-2-A-1 (1) (2) 2-A-1, 2-X(4) 2
---------------------------------------------------------------------------------------------------------------------
4-2-A-2 (1) (2) 2-A-2, 2-X(4) 2
---------------------------------------------------------------------------------------------------------------------
4-2-PO (1) (5) 2-PO 2
---------------------------------------------------------------------------------------------------------------------
4-3-A-1 (1) (2) 3-A-1, 3-X(6) 3
---------------------------------------------------------------------------------------------------------------------
4-3-PO (1) (7) 3-PO 3
---------------------------------------------------------------------------------------------------------------------
4-$100 (1) (2) A-R 1
---------------------------------------------------------------------------------------------------------------------
I-10
<PAGE>
---------------------------------------------------------------------------------------------------------------------
4-I-M-1 (1) (2) I-M-1 1
---------------------------------------------------------------------------------------------------------------------
4-I-B-1 (1) (2) I-B-1 1
---------------------------------------------------------------------------------------------------------------------
4-I-B-2 (1) (2) I-B-2 1
---------------------------------------------------------------------------------------------------------------------
4-I-B-3 (1) (2) I-B-3 1
---------------------------------------------------------------------------------------------------------------------
4-I-B-4 (1) (2) I-B-4 1
---------------------------------------------------------------------------------------------------------------------
4-I-B-5 (1) (2) I-B-5 1
---------------------------------------------------------------------------------------------------------------------
4-II-M-1 (1) (8) II-M-1, II-IO(9) 2 & 3
---------------------------------------------------------------------------------------------------------------------
4-II-B-1 (1) (8) II-B-1, II-IO(9) 2 & 3
---------------------------------------------------------------------------------------------------------------------
4-II-B-2 (1) (8) II-B-2, II-IO(9) 2 & 3
---------------------------------------------------------------------------------------------------------------------
4-II-B-3 (1) (8) II-B-3, II-IO(9) 2 & 3
---------------------------------------------------------------------------------------------------------------------
4-II-B-4 (1) (8) II-B-4, II-IO(9) 2 & 3
---------------------------------------------------------------------------------------------------------------------
4-II-B-5 (1) (8) II-B-5, II-IO(9) 2 & 3
---------------------------------------------------------------------------------------------------------------------
4-A-R (10) (10) N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------
</TABLE>
---------------
(1) Principal and Realized Losses are to be allocated with
respect to each
REMIC 4 Interest in the same manner and in the same amount as
principal is
distributed with respect to each REMIC 4 Interest's
Corresponding Master
REMIC Class.
(2) The interest rate with respect to any Distribution Date (and
the related
Interest Accrual Period) for this REMIC 4 Interest is a per
annum rate
equal to the Adjusted Weighted Average Adjusted Net Mortgage
Rate of the
Related Loan Group.
(3) The Class 1-X Certificates are entitled to receive on each
Distribution
Date, all interest payable on this REMIC 4 Interest.
(4) The Class 2-X Certificates are entitled to receive on each
Distribution
Date, a specified portion of the interest payable on this REMIC
4 Interest.
Specifically, for each Distribution Date, the Class 2-X
Certificates are
entitled to receive all interest payable on this REMIC 4
Interest to the
extent (if any) that such interest payable exceeds the interest
payable on
the corresponding, non-2-X Certificate.
(5) The excess of the Weighted Average Adjusted Net Mortgage
Rate of Loan Group
2 over the product of 2 and the weighted average of the REMIC 3
Interests
designated "3-2" and the REMIC 3 Interests designated "3-II-2",
treating
all classes other than the Class 3-2-Accrual Interest as subject
to a cap
equal to the Adjusted Weighted Average Adjusted Net Mortgage
Rate for Loan
Group 2 and the Class 3-2-Accrual Interest as having a cap equal
to zero.
(6) The Class 3-X Certificates are entitled to receive on each
Distribution
Date, a specified portion of the interest payable on this REMIC
4
Interest. Specifically, for each Distribution Date, the Class
3-X
Certificates are entitled to receive all interest payable on
this REMIC 4
I-11
<PAGE>
Interest to the extent (if any) that such interest payable
exceeds the
interest payable on the corresponding, non-3-X Certificates.
(7) The excess of the Weighted Average Adjusted Net Mortgage
Rate of Loan Group
3 over the product of 2 and the weighted average of the REMIC 3
Interests
designated "3-3" and the REMIC 3 Interests designated "3-II-3",
treating
all classes other than the Class 3-3-Accrual Interest as subject
to a cap
equal to the Adjusted Weighted Average Adjusted Net Mortgage
Rate for Loan
Group 3 and the Class 3-3-Accrual Interest as having a cap equal
to zero.
(8) The Adjusted Subordinate Pass-Through Rate
(9) The Class II-IO Certificates are entitled to receive on each
Distribution
Date, a specified portion of the interest payable on this REMIC
4 Interest.
Specifically, for each Distribution Date, the Class II-IO
Certificates are
entitled to receive all interest payable on this REMIC 4
Interest to the
extent (if any) that such interest payable exceeds the interest
payable on
the corresponding, non-II-IO Certificates.The 4-A-R is the sole
Class of
residual interest in the Middle Tier REMIC. It pays no interest
or
principal.
On each Distribution Date, the available funds payable with
respect
to the REMIC 4 Interest (other than the Class 4-A-R Interest)
shall be
distributed with respect to the REMIC 4 Interests in the
following manner:
(1) Interest: Interest is to be distributed with respect to each
REMIC 4
Interest at the rate, or according to the formulas, described
above;
and
(2) Principal and Realized Losses: Principal and Realized Losses
are to be
allocated with respect to each REMIC 4 Interest in the same
manner and
in the same amount as principal is distributed with respect to
each
REMIC 4 Interest's Corresponding Master REMIC Certificates.
The following table sets forth characteristics of the
Certificates, together
with minimum denominations and integral multiples in excess
thereof in which
such Classes shall be issued (except that one Certificate of
each Class of
Certificates may be issuable in a different amount and, in
addition, one
Residual Certificate representing the Tax Matters Person
Certificate may be
issued in a different amount for each class of REMIC
Interest):
I-12
<PAGE>
<TABLE>
<CAPTION>
=======================================================================================================================
Initial Class Pass-Through Integral Multiples
Class Certificate Rate Minimum in Excess of
Designation Balance (per annum) Denomination Minimum
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class 1-A-1 $656,513,000.00 (1) $25,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
Class 1-A-2 $49,050,000.00 (1) $25,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
Class 1-X (2) (3) $25,000.00(20) $1,000.00(20)
------------------------------------------------------------------------------------------------------------------------
Class A-R $100.00 (4) (5) (5)
------------------------------------------------------------------------------------------------------------------------
Class 2-A-1 $291,782,000.00 (6) $25,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
Class 2-A-2 $125,048,000.00 (6) $25,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
Class 2-X (7) (8) $25,000.00(20) $1,000.00(20)
------------------------------------------------------------------------------------------------------------------------
Class 2-PO $1.00 (9) $25,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
Class 3-A-1 $270,114,000.00 (10) $25,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
Class 3-X (11) (12) $25,000.00(20) $1,000.00(20)
------------------------------------------------------------------------------------------------------------------------
Class 3-PO $1.00 (13) $25,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
Class I-M-1 $19,243,000.00 (14) $25,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
Class I-B-1 $10,187,000.00 (14) $25,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
Class I-B-2 $7,546,000.00 (15) $25,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
Class I-B-3 $5,282,000.00 (15) $100,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
Class I-B-4 $4,151,000.00 (15) $100,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
Class I-B-5 $2,641,411.00 (15) $100,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
Class II-IO (16) (17) $25,000.00(20) $1,000.00(20)
------------------------------------------------------------------------------------------------------------------------
Class II-M-1 $15,536,000.00 (18) $25,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
Class II-B-1 $11,838,000.00 (18) $25,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
Class II-B-2 $9,248,000.00 (18) $25,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
Class II-B-3 $9,248,000.00 (19) $100,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
Class II-B-4 $4,069,000.00 (19) $100,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
Class II-B-5 $2,959,800.00 (19) $100,000.00 $1,000.00
------------------------------------------------------------------------------------------------------------------------
</TABLE>
------------------------------------------
(1) The Pass-Through Rates for the Class 1-A-1 and Class 1-A-2
Certificates
for the Interest Accrual Period related to each Distribution
Date will
be the least of (x) LIBOR plus the applicable Pass-Through
Margin, (y)
the related Net WAC Cap and (z) the related Maximum Rate.
The
Pass-Through Rates for the Class 1-A-1 and Class 1-A-2
Certificates for
the Interest Accrual Period related to the first Distribution
Date are
2.690% and 2.870%, respectively. For federal income tax
purposes, any
entitlement of the Class 1-A-1 and Class 1-A-2 Certificates to
interest
at a Pass Through Rate in excess of the Adjusted Weighted
Average
Adjusted Net Mortgage Rate will be treated as paid
I-13
<PAGE>
through the Carryover Shortfall Reserve Fund pursuant to a
limited
recourse cap agreement described in Section 8.11 herein.
(2) The Class 1-X Certificates will be Notional Amount
Certificates, will
have no Class Certificate Balance and will bear interest on
its
Notional Amount (initially, $734,993,000).
(3) The Pass-Through Rate for the Class 1-X Certificates for the
Interest
Accrual Period related to each Distribution Date will be a per
annum
rate equal to the excess, if any, of (i) the Weighted Average
Adjusted
Net Mortgage Rate of the group 1 mortgage loans over (ii) the
weighted
average of the pass-through rates of the Class 1-A-1, Class
1-A-2,
Class I-M-1 and Class I-B-1 Certificates for that interest
accrual
period (which in the case of the first interest accrual period
will be
calculated assuming an interest accrual period that begins on
the
closing date. The Pass-Through Rate for the Class 1-X
Certificates for
the Interest Accrual Period related to the first Distribution
Date is
1.13080% per annum.
(4) The Pass-Through Rate for the Class A-R Certificate for each
Interest
Accrual Period for any Distribution Date will be a per annum
rate equal
to the Weighted Average Adjusted Net Mortgage Rate of the group
1
mortgage loans. The Pass-Through Rate for the Class A-R
Certificates
for the Interest Accrual Period related to the first
Distribution Date
is 3.57527% per annum.
(5) The Class A-R Certificate will be issued 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.
(6) The Pass-Through Rates for the Class 2-A-1 and Class 2-A-2
Certificates
for the Interest Accrual Period related to each Distribution
Date will
be the least of (x) LIBOR plus the applicable Pass-Through
Margin, (y)
the related Net WAC Cap and (z) the related Maximum Margin.
The
Pass-Through Rates for the Class 2-A-1 and Class 2-A-2
Certificates for
the Interest Accrual Period related to the first Distribution
Date are
2.750% and 2.800%, respectively. For federal income tax
purposes, any
entitlement of the Class 2-A-1 and Class 2-A-2 Certificates to
interest
at a Pass Through Rate in excess of the Adjusted Weighted
Average
Adjusted Net Mortgage Rate will be treated as paid through
the
Carryover Shortfall Reserve Fund pursuant to a limited recourse
cap
agreement described in Section 8.11 herein.
(7) The Class 2-X Certificates will be Notional Amount
Certificates, will
have no Class Certificate Balance and will bear interest on
its
Notional Amount (initially, $416,830,000).
(8) The Pass-Through Rate for the Class 2-X Certificates for the
Interest
Accrual Period related to each Distribution Date will be a per
annum
rate equal to the excess, if any, of (i) the Weighted Average
Adjusted
Net Mortgage Rate of the group 2 mortgage loans over (ii) the
weighted
average of the pass-through rates of the Class 2-A-1 and Class
2-A-2
Certificates for that Interest Accrual Period (which in the case
of the
first Interest Accrual Period will be calculated assuming an
Interest
Accrual Period that begins on the Closing Date. The Pass-Through
Rate
for the Class 2-X Certificates for the Interest Accrual Period
related
to the first Distribution Date is 0% per annum.
(9) The Pass-Through Rate for the Class 2-PO Certificate for
each Interest
Accrual Period for any Distribution Date will be a per annum
rate equal
to the Weighted Average Adjusted Net Mortgage Rate of the group
2
mortgage loans. The Pass-Through Rate for
I-14
<PAGE>
the Class 2-PO Certificates for the Interest Accrual Period
related
to the first Distribution Date is 2.10670% per annum.
(10) The Pass-Through Rate for the Class 3-A-1 Certificates for
the Interest
Accrual Period related to each Distribution Date will be a per
annum
rate equal to the excess, if any, of (i) the Weighted Average
Adjusted
Net Mortgage Rate of the group 3 mortgage loans over (ii)
the
Pass-Through Rate of the Class 3-X Certificates for that
Interest
Accrual Period. For federal income tax purposes, any entitlement
of the
Class 3-A-1 Certificates to interest at a Pass Through Rate in
excess
of the Adjusted Weighted Average Adjusted Net Mortgage Rate will
be
treated as paid through the Carryover Shortfall Reserve Fund
pursuant
to a limited recourse cap agreement described in Section 8.11
herein.
(11) The Class 3-X Certificates will be Notional Amount
Certificates, will
have no Class Certificate Balance and will bear interest on
its
Notional Amount (initially, $270,114,000).
(12) The pass-through rate for the Class 3-X Certificates for
(x) the
Interest Accrual Period for the January 2005 distribution Date
will be
0% per annum and (y) each Interest Accrual Period for any
Distribution
Date thereafter will be 0.915% per annum.
(13) The Pass-Through Rate for the Class 3-PO Certificate for
each Interest
Accrual Period for any Distribution Date will be a per annum
rate equal
to the Weighted Average Adjusted Net Mortgage Rate of the group
3
mortgage loans. The Pass-Through Rate for the Class 3-PO
Certificates
for the Interest Accrual Period related to the first
Distribution Date
is 1.54933% per annum.
(14) The Pass-Through Rates for the Class I-M-1 and Class I-B-1
Certificates
for the Interest Accrual Period related to each Distribution
Date will
be the least of (x) LIBOR plus the applicable Pass-Through
Margin, (y)
the related Net WAC Cap and (z) the related Maximum Rate.
The
Pass-Through Rates for the Class I-M- and Class I-B-1
Certificates for
the Interest Accrual Period related to the first Distribution
Date are
2.920% and 3.270%, respectively.
(15) The Pass-Through Rate for the Class I-B-2, Class I-B-3,
Class I-B-4 and
Class I-B-5 Certificates for each Interest Accrual Period for
any
Distribution Date will be a per annum rate equal to the
Weighted
Average Adjusted Net Mortgage Rate of the group 1 mortgage
loans. The
Pass-Through Rate for each of these Classes of Certificates for
the
Interest Accrual Period for the first Distribution Date is
3.57527% per
annum.
(16) The II-IO Certificates will be Notional Amount
Certificates, will have
no Class Certificate Balance and will bear interest on its
Notional
Amount (initially, $36,622,000).
(17) The pass-through rate for the Class II-IO Certificates for
the Interest
Accrual Period related to each Distribution Date will be a per
annum
rate equal to the excess, if any, of (i) the Aggregate Group
II
Weighted Average Rate over (ii) the weighted average of the
pass-through rates of the Class II-M-1, Class II-B-1 and Class
II-B-2
Certificates for that Interest Accrual Period (which in the case
of the
first Interest Accrual Period will be calculated assuming an
Interest
Accrual Period that begins on the Closing Date. The Pass-Through
Rate
for the Class II-IO Certificates for the Interest Accrual
Period
related to the first Distribution Date is expected to be
approximately
0% per annum.
(18) The Pass-Through Rates for the Class II-M-1, Class II-B-1
and Class
II-B-2 Certificates for the Interest Accrual Period related to
each
Distribution Date will be the least of (x) LIBOR plus the
applicable
Pass-Through Margin, (y) the related Net WAC Cap and (z) the
related
Maximum Rate. The Pass-Through Rates for the Class I-M- and
Class I-B-1
I-15
<PAGE>
Certificates for the Interest Accrual Period related to the
first
Distribution Date are 3.020%, 3.420% and 4.220%, respectively.
For
federal income tax purposes, any entitlement of the Class
II-M-1, Class
II-B-1 and Class II-B-2 Certificates to interest at a Pass
Through Rate
in excess of the Adjusted Subordinate Pass Through Rate will be
treated
as paid through the Carryover Shortfall Reserve Fund pursuant to
a
limited recourse cap agreement described in Section 8.11
herein.
(19) The Pass-Through Rate for the Class I-B-2, Class I-B-3,
Class I-B-4 and
Class I-B-5 Certificates for each Interest Accrual Period for
any
Distribution Date will be a per annum rate equal to the
Aggregate Group
II Weighted Average Rate. The Pass-Through Rate for each of
these
Classes of Certificates for the Interest Accrual Period for the
first
Distribution Date is 1.88754% per annum.
(20) Denomination is based on Notional Amount.
I-16
<PAGE>
<TABLE>
<CAPTION>
Set forth below are designations of Classes or Components of
Certificates and other defined terms to the categories used in
this Agreement:
<S> <C>
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.............. None.
Components.......................... None.
Delay Certificates.................. All interest-bearing
Classes of Certificates other than the
Non-Delay Certificates, if any.
ERISA-Restricted
Certificates........................ The Residual Certificates
and Private Certificates; any
Certificate of a Class that does not or no longer satisfies
the
applicable rating requirement under the Underwriter's
Exemption.
Group 1 Senior Certificates......... Class 1-A-1, Class 1-A-2,
Class 1-X and Class A-R Certificates.
Group 1 Certificates................ Group 1 Senior Certificates
and the Subordinated Portion related
to Loan Group 1.
Group 2 Senior Certificates......... Class 2-A-1, Class 2-A-2,
Class 2-X and Class 2-PO Certificates.
Group 2 Certificates................ Group 2 Senior Certificates
and the Subordinated Portion related
to Loan Group 2.
Group 3 Senior Certificates......... Class 3-A-1,Class 3-X and
Class 3-PO Certificates.
I-17
<PAGE>
Group 3 Certificates................ Group 3 Senior Certificates
and the Subordinated Portion related
to Loan Group 3.
Group I Senior Certificates......... Group 1 Senior
Certificates.
Group I
Subordinated Certificates........... Class I-M-1, Class I-B-1,
Class I-B-2, Class I-B-3, Class I-B-4
and Class I-B-5 Certificates.
Group I Certificates................ Group I Senior Certificates
and Group I Subordinated Certificates.
Group II
Senior Certificates................. Group 2 Senior Certificates
and Group 3 Senior Certificates.
Group II
Subordinated Certificates........... Class II-IO, Class II-M-1,
Class II-B-1, Class II-B-2, Class II-B-3,
Class II-B-4 and Class II-B-5 Certificates.
Group II Certificates............... Group II Senior
Certificates and Group II Subordinated Certificates.
LIBOR Certificates.................. Class 1-A-1, Class 1-A-2,
Class I-M-1, Class I-B-1, Class 2-A-1,
Class 2-A-2, Class II-M-1, Class II-B-1 and Class II-B-2
Certificates.
Non-Delay Certificates.............. None.
Notional Amount
Certificates........................ Class 1-X, Class 2-X, Class
3-X and Class II-IO Certificates.
Offered Certificates................ All Classes of Certificates
other than the Private Certificates.
Physical Certificates............... Private Certificates and
the Residual Certificates.
Planned Principal Classes........... None.
Planned Principal
Components.......................... None.
Private Certificates................ Class I-B-3, Class I-B-4,
Class I-B-5, Class II-B-3, Class II-B-4
and Class II-B-5 Certificates.
Rating Agencies..................... S&P and Moody's.
I-18
<PAGE>
Regular Certificates................ All Classes of
Certificates, other than the Residual Certificates.
Residual Certificates............... Class A-R Certificates.
Senior Certificate Group............ Group 1 Senior
Certificates, Group 2 Senior Certificates and Group 3
Senior Certificates, as applicable.
Senior Certificates................. Class 1-A-1, Class 1-A-2,
Class 1-X, Class 2-A-1, Class 2-A-2,
Class 2-X, Class 2-PO, Class 3-A-1, Class 3-X, Class 3-PO
and
Class A-R Certificates.
Subordinated Certificates .......... Class I-M-1, Class I-B-1,
Class I-B-2, Class I-B-3, Class I-B-4,
Class I-B-5, Class II-IO, Class II-M-1, Class II-B-1, Class
II-B-2,
Class II-B-3, Class II-B-4 and Class II-B-5 Certificates.
Targeted Principal Classes.......... None.
Underwriter......................... Banc of America Securities
LLC.
</TABLE>
With respect to any of the foregoing designations as to which
the
corresponding reference is "None," all defined terms and
provisions in this
Agreement relating solely to such designations shall be of no
force or effect,
and any calculations in this Agreement incorporating references
to such
designations shall be interpreted without reference to such
designations and
amounts. Defined terms and provisions in this Agreement relating
to
statistical rating agencies not designated above as Rating
Agencies shall be
of no force or effect.
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases, unless the
context otherwise requires, shall have the following
meanings:
Accretion Directed Certificates: As specified in the
Preliminary
Statement.
Accretion Direction Rule: Not applicable.
Accrual Amount: Not applicable.
Accrual Certificates: As specified in the Preliminary
Statement.
Accrual Components: As specified in the Preliminary
Statement.
Accrual Termination Date: Not applicable.
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.
I-19
<PAGE>
Adjusted Net Mortgage Rate: As to each Mortgage Loan, and at
any
time, the per annum rate equal to the Mortgage Rate less the
Expense Fee Rate.
Adjustment Date: A date specified in each Mortgage Note as a
date on
which the Mortgage Rate on the related Mortgage Loan will be
adjusted.
Adjusted Rate Cap: As to any Distribution Date and (a) the Group
1
Senior Certificates, the per annum rate equal to the excess, if
any, of the
Weighted Average Adjusted Net Mortgage Rate of the Mortgage
Loans in Loan
Group 1 as of the related Due Date (after giving effect to
Principal
Prepayments in the related Prepayment Period), over a fraction
expressed as a
percentage, the numerator of which is equal to the product of
(i) 12 and (ii)
the Net Deferred Interest for Loan Group 1 for that Distribution
Date, and the
denominator of which is the aggregate Stated Principal Balance
of the Mortgage
Loan in Loan Group 1 at the end of the Prepayment Period related
to the
immediately preceding Distribution Date; (b) the Group 2 Senior
Certificates,
the per annum rate equal to the excess, if any, of the Weighted
Average
Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group 2
as of the
related Due Date (after giving effect to Principal Prepayments
in the related
Prepayment Period), over a fraction expressed as a percentage,
the numerator
of which is equal to the product of (i) 12 and (ii) the Net
Deferred Interest
for Loan Group 2 for that Distribution Date, and the denominator
of which is
the aggregate Stated Principal Balance of the Mortgage Loan in
Loan Group 2 at
the end of the Prepayment Period related to the immediately
preceding
Distribution Date; (c) the Group 3 Senior Certificates, the per
annum rate
equal to the excess, if any, of the Weighted Average Adjusted
Net Mortgage
Rate of the Mortgage Loans in Loan Group 3 as of the related Due
Date (after
giving effect to Principal Prepayments in the related Prepayment
Period), over
a fraction expressed as a percentage, the numerator of which is
equal to the
product of (i) 12 and (ii) the Net Deferred Interest for Loan
Group 3 for that
Distribution Date, and the denominator of which is the aggregate
Stated
Principal Balance of the Mortgage Loan in Loan Group 3 at the
end of the
Prepayment Period related to the immediately preceding
Distribution Date; and
(d) the Subordinated Certificates, the per annum rate equal to
the weighted
average of the Adjusted Cap Rates for Loan Group 1, Loan Group 2
and Loan
Group 3, weighted on the basis of the Subordinated Portion of
the Mortgage
Loans in Loan Group 1, Loan Group 2 and Loan Group 3 immediately
prior to such
Distribution Date.
Adjusted Subordinate Pass-Through Rate. The Subordinate
Pass-Through
Rate, calculated by substituting the "Adjusted Weighted Average
Adjusted Net
Mortgage Rate" for the "Weighted Average Adjusted Net Mortgage
Rate" in each
place where such term appears.
Adjusted Weighted Average Adjusted Net Mortgage Rate. The
weighted
average of the Adjusted Net Mortgage Rates of the Mortgage Loans
in the
Corresponding Loan Group. For federal income tax purposes: (a)
the Adjusted
Weighted Average Adjusted Net Mortgage Rate for Loan Group 2
will equal two
times the weighted average of the Class 1B-A-2 and Class 1B-A-2
Interests,
treating the Class 1B-B-2 as subject to a cap equal to zero, and
(b) the
Adjusted Weighted Average Adjusted Net Mortgage Rate for Loan
Group 3 will
equal two times the weighted average of the Class 1B-A-3 and
Class 1B-A-3
Interests, treating the Class 1B-B-3 Interest as subject to a
cap equal to
zero.
I-20
<PAGE>
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 (net of the Master Servicing Fee) 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 in the case of 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.
Aggregate Group II Weighted Average Rate: For each Interest
Accrual
Period related to each Distribution Date, a per annum rate equal
to the sum of
the following for each of Loan Group 2 and Loan Group 3: the
product of (x)
the Weighted Average Adjusted Net Mortgage Rate of the Mortgage
Loans in the
related Loan Group and (y) a fraction, the numerator of which is
the related
Subordinated Portion immediately prior to that Distribution Date
and the
denominator of which is the aggregate Class Certificate Balance
of the Group
II Subordinated Certificates, in each case immediately prior to
that
Distribution Date.
Aggregate Loan Group: Aggregate Loan Group I or Aggregate Loan
Group
II, as the context requires.
Aggregate Loan Group I: Loan Group 1.
Aggregate Loan Group II: Collectively, Loan Group 2 and Loan
Group 3.
Aggregate Subordinated Percentage: As to any Distribution Date
and
either Aggregate Loan Group, the fraction, expressed as a
percentage, the
numerator of which is equal to the aggregate Class Certificate
Balance of the
related Subordinated Certificates immediately prior to such
Distribution Date
and the denominator of which is the aggregate Stated Principal
Balance of all
the Mortgage Loans in such Aggregate Loan Group as of the Due
Date in the
month preceding the month of such Distribution Date (after
giving effect to
Principal Prepayment received in the Prepayment Period related
to that prior
Due Date).
Agreement: This Pooling and Servicing Agreement and all
amendments or
supplements to this Pooling and Servicing Agreement.
Allocable Share: As to any Distribution Date, any Loan Group and
any
Class of Certificates, the ratio that the amount calculated with
respect to
such Distribution Date (A) with respect to either of the Group I
Senior
Certificates or Group II Senior 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)) and (B)
with respect to the Group II Subordinated Certificates, pursuant
to the
definition of Assumed Interest Amount for such Class or after a
Senior
Termination Date, with respect to the Group II Senior
Certificates, and with
respect to the Group I Subordinated 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)) bears to
the aggregate amount calculated with respect to such
Distribution Date for
each such related Class of Certificates pursuant to clause (i)
of the
I-21
<PAGE>
definition of Class Optimal Interest Distribution Amount
(without giving
effect to any reduction of such amounts pursuant to Section
4.02(d)) or the
definition of Assumed Interest Amount for such Loan Group and
Class, as
applicable.
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 Mortgage Loans in that Loan Group
and (ii) all
Scheduled Payments due after the related Due Date relating to
Mortgage Loans
in that Loan Group.
Applicable Credit Support Percentage: As defined in Section
4.02(e).
Appraised Value: 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 sales price of the Mortgaged Property
at the time of
the origination of such Mortgage Loan. 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. 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
mortgage 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.
Assignment Agreement: With respect to the Class 2-A-1
Certificates,
the agreement, dated as of the Closing Date, among Banc of
America Securities
LLC, The Bank of New York and Bank of America, N.A., a form of
which is
attached hereto as Exhibit S. With respect to the Class 2-A-2
Certificates,
the agreement, dated as of the Closing Date, among Banc of
America Securities
LLC, The Bank of New York and Bank of America, N.A., a form of
which is
attached hereto as Exhibit S. With respect to the Class II-M-1
Certificates,
the agreement, dated as of the Closing Date, among Banc of
America Securities
LLC, The Bank of New York and Bank of America, N.A., a form of
which is
attached hereto as Exhibit S. With respect to the Class II-B-1
Certificates,
the agreement, dated as of the Closing Date, among Banc of
America Securities
LLC, The Bank of New York and Bank of America, N.A., a form of
which is
attached hereto as Exhibit S. With respect to the Class II-B-2
Certificates,
the agreement, dated as of the Closing Date, among Banc of
America Securities
LLC, The Bank of New York and Bank of America, N.A., a form of
which is
attached hereto as Exhibit S.
Assumed Interest Amount: With respect to any Distribution Date,
any
Class of Group II Subordinated Certificates and the related Loan
Group, one
month's interest accrued during the related Interest Accrual
Period at the
Pass-Through Rate for such Class on the related Subordinated
Portion
immediately prior to that Distribution Date.
I-22
<PAGE>
Available Funds: As to any Distribution Date and each Loan
Group, the
sum of (a) the aggregate amount held in the Certificate Account
at the close
of business on the related Determination Date in respect of the
related
Mortgage Loans pursuant to Section 3.05(b) net of the related
Amount Held for
Future Distribution 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 the Mortgage Loans in that Loan Group and
amounts
permitted to be withdrawn from the Distribution Account pursuant
to clauses
(i) - (iii), inclusive, of Section 3.08(b) in respect of the
Mortgage Loans in
that Loan Group, (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, and (d) the Transfer
Payment
Received plus interest thereon as provided in Section 4.05 for
such Loan Group
less the Transfer Payment Made plus interest thereon as provided
in Section
4.05 for such Loan Group; provided, however, that with respect
to any Loan
Group in Aggregate Loan Group II, on a Senior Termination Date,
Available
Funds with respect to the Loan Group relating to the remaining
Senior
Certificate Group shall include the Available Funds from the
other Loan Groups
in Aggregate Loan Group II after all distributions are made on
the Group II
Senior Certificates of the other Senior Certificate Group, and
on any
Distribution Date thereafter, Available Funds shall be
calculated based on all
the Mortgage Loans in Aggregate Loan Group II, as opposed to the
Mortgage
Loans in the related Loan Group.
Bankruptcy Code: Title 11 of the United States Code, as
amended.
Benefit Plan Opinion: As defined in Section 5.02(b).
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, in the case of
the
Class A and Class B Lower Tier REMIC Interests, 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 capped at zero or reduced by a
fixed
percentage of 100% of the interest accruing on such Class.
Cap Contracts: With respect to the Class 2-A-1, Class 2-A-2,
Class
II-M-1, Class II-B-1 and Class II-B-2 Certificates, the
transactions evidenced
by the related Confirmation (as assigned to the Trustee pursuant
to the
Novation Agreement), a form of which is attached hereto as
Exhibit R.
Cap Contract Counterparty: Bank of America, N.A. and its
successors.
Cap Contract Scheduled Termination Date: The Distribution Date
in
September 2014.
Carryover Shortfall Amount: For any Class of LIBOR Certificates
and
any Distribution Date, the sum of (a) the excess, if any, of (i)
the amount of
interest such Class of Certificates would have been entitled to
receive on
such Distribution Date had the applicable Pass-Through Rate not
been subject
to the related Net WAC Cap up to the related Maximum Rate, over
(ii) the
I-23
<PAGE>
amount of interest such Class of Certificates received on such
Distribution
Date based on the related Net WAC Cap (in each case, prior to
the reduction
for Net Deferred Interest and Net Interest Shortfalls) and (b)
with respect to
any Class of LIBOR Certificates the unpaid portion of any such
excess from
prior Distribution Dates (and interest accrued thereon at the
then applicable
Pass-Through Rate on such Class of Certificates, without giving
effect to the
related Net WAC Cap up to the related Maximum Rate).
Carryover Shortfall Reserve Fund: The separate fund created
and
initially maintained by the Trustee pursuant to Section 3.05(g)
in the name of
the Trustee for the benefit of the Holders of the LIBOR
Certificates and the
Class X Certificates and designated "The Bank of New York in
trust for
registered holders of CWMBS, Inc., CHL Mortgage Pass-Through
Trust 2004-29,
Mortgage Pass-Through Certificates, Series 2004-29." Funds in
the Carryover
Shortfall Reserve Fund shall be held in trust for the Holders of
the LIBOR
Certificates and the Notional Amount Certificates for the uses
and purposes
set forth in this Agreement.
Certificate: Any one of the Certificates executed by the Trustee
in
substantially the forms attached this Agreement 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 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 CHL
Mortgage
Pass-Through Trust 2004-29, Mortgage Pass-Through Certificates
Series
2004-29."
Certificate Balance: With respect to any Certificate (other than
the
Notional Amount Certificates) at any date, the maximum dollar
amount of
principal to which the Holder thereof is then entitled under
this Agreement,
such amount being equal to the Denomination of that Certificate
(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 to that
Certificate
and (ii) all Realized Losses allocated to that Certificate and,
in the case of
any Subordinated Certificates, all other reductions in
Certificate Balance
previously allocated to that Certificate pursuant to Section
4.04 without
duplication, and (C) increased by the amount of Net Deferred
Interest
allocated to the applicable Class pursuant to Section 4.03.
Certificate Group: The Group 1 Certificates, Group 2
Certificates and
Group 3 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 under this Agreement, 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.
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
I-24
<PAGE>
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 of this Agreement
(other than the
second sentence of Section 10.01) that requires the consent of
the Holders of
Certificates of a particular Class as a condition to the taking
of any action
under this Agreement. 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.
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class 1B-A-2 Principal Balance. The quotient of: (a) product of:
(i)
the Adjusted Rate Cap for Loan Group 2 and (ii) the principal
balance of the
Class 1B-B-2 Interests for the immediately preceding
Distribution Date, and (b)
two times the Weighted Average Adjusted Net Mortgage Rate for
Loan Group 2 less
the Adjusted Rate Cap for Loan Group 2.
Class 1B-B-2 Principal Balance. The quotient of: (a) product of:
(i)
two (ii) the Weighted Average Adjusted Net Mortgage Rate for
Loan Group 2 and
(iii) the principal balance of the Class 1B-A-2 Interests for
the immediately
preceding Distribution Date, and (b) the Adjusted Rate Cap for
Loan Group 2,
less the principal balance of the Class 1B-A2 Interests for the
immediately
preceding Distribution Date.
Class 1B-A-3 Principal Balance. The quotient of: (a) product of:
(i)
the Adjusted Rate Cap for Loan Group 3 and (ii) the principal
balance of the
Class 1B-B-3 Interests for the immediately preceding
Distribution Date, and (b)
two times the Weighted Average Adjusted Net Mortgage Rate for
Loan Group 3 less
the Adjusted Rate Cap for Loan Group 3.
Class 1B-B-3 Principal Balance. The quotient of: (a) product of:
(i)
two (ii) the Weighted Average Adjusted Net Mortgage Rate for
Loan Group 3 and
(iii) the principal balance of the Class 1B-A-3 Interests for
the immediately
preceding Distribution Date, and (b) the Adjusted Rate Cap for
Loan Group 3,
less the principal balance of the Class 1B-A-3 Interests for the
immediately
preceding Distribution Date.
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,
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 LTI-A-R Interest: The sole class of "residual interest" in
the
Lower Tier REMIC I.
I-25
<PAGE>
Class LTII-A-R Interest: The sole class of "residual interest"
in the
Lower Tier REMIC II.
Class MT-A-R Interest: The sole class of "residual interest" in
the
Middle Tier REMIC.
Class Optimal Interest Distribution Amount: With respect to
any
Distribution Date and interest-bearing Class or Component, the
sum of (i) one
month's interest accrued during the related Interest Accrual
Period at the
Pass-Through Rate for such Class or Component on the related
Class Certificate
Balance, Component Principal 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 (other than any Carryover
Shortfall
Amounts), reduced by any Net Deferred Interest for the related
Distribution
Date added to their respective Class Certificate Balances or
Component
Principal Balances, as applicable, as described in Section
4.03.
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 of all
Classes of Group
I Certificates (other than the related Notional Amount
Certificates)
immediately prior to such Distribution Date. With respect to any
Distribution
Date and each Class of Group II Subordinated Certificates, the
quotient
(expressed as a percentage) of (a) the Class Certificate Balance
of such Class
of Group II Subordinated Certificates immediately prior to such
Distribution
Date, divided by (b) the aggregate of the Class Certificate
Balances of all
Classes of Group II Certificates (other than the related
Notional Amount
Certificates) immediately prior to such Distribution Date.
Class Unpaid Interest Amounts: As to any Distribution Date and
Class
of interest-bearing Certificates or any interest-bearing
Component, the amount
by which the aggregate Class Interest Shortfalls for such Class
or Component
on prior Distribution Dates exceeds the amount distributed on
such Class or
Component on prior Distribution Dates pursuant to clause (ii) of
the
definition of Class Optimal Interest Distribution Amount.
Closing Date: December 29, 2004.
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.
Compensating Interest: As to any Distribution Date and Loan
Group, an
amount equal to one-half of the Master Servicing Fee for the
related Loan
Group for the related Due Period.
Component: Not applicable.
I-26
<PAGE>
Confirmation: With respect to the Class 2-A-1 Certificates,
the
Confirmation (reference #4164794/4164797) dated December 17,
2004, evidencing
a transaction between the Cap Contract Counterparty and Bank of
America LLC,
or its relevant affiliate. With respect to the Class 2-A-2
Certificates, the
Confirmation (reference #4164792/4164796) dated December 17,
2004, evidencing
a transaction between the Cap Contract Counterparty and Bank of
America, LLC,
or its relevant affiliate. With respect to the Class II-M-1
Certificates, the
Confirmation (reference #4164793/4164795) dated December 17,
2004, evidencing
a transaction between the Cap Contract Counterparty and Bank of
America, LLC,
or its relevant affiliate. With respect to the Class II-B-1
Certificates, the
Confirmation (reference #4164798/4164812) dated December 17,
2004, evidencing
a transaction between the Cap Contract Counterparty and Bank of
America, LLC,
or its relevant affiliate. With respect to the Class II-B-2
Certificates, the
Confirmation (reference #4164813/4164820) dated December 17,
2004, evidencing
a transaction between the Cap Contract Counterparty and Bank of
America LLC,
or its relevant affiliate.
Component Certificates: Not applicable.
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.
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 101 Barclay
Street, 8W, New
York, New York 10286 (Attn: Mortgage-Backed Securities Group,
CWMBS, Inc.
Series 2004-29, facsimile no. (212) 815-3986, and which is the
address to
which notices to and correspondence with the Trustee should be
directed.
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.
Countrywide Servicing: Countrywide Home Loans Servicing LP, a
Texas
limited partnership and its successors and assigns.
I-27
<PAGE>
Cross-Over Situation: For any Distribution Date and for each
applicable Loan Group (after taking into account principal
distributions on
such Distribution Date) a situation in which the Class A and
Class B Interests
corresponding to the Loan Group are in the aggregate less than
1% of the
Subordinate Portion of the Loan Group to which they correspond.
.
Cut-off Date: As to any Mortgage Loan, the later of the date
of
origination of that Mortgage Loan and December 1, 2004.
Cut-off Date Pool Principal Balance: $1,494,456,313.99.
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, a
reduction by a court of competent jurisdiction in a proceeding
under the
Bankruptcy Code in the Scheduled Payment for such Mortgage Loan
that became
final and non-appealable, except such a reduction resulting from
a Deficient
Valuation or any reduction that results in a permanent
forgiveness of
principal.
Defective Mortgage Loan: Any Mortgage Loan that is required to
be
repurchased pursuant to Section 2.02 or 2.03.
Deferred Interest: With respect to any Mortgage Loan and Due
Date,
the amount of interest accrued on such Mortgage Loan at the
applicable
Mortgage Rate that is greater than the Scheduled Payment due on
such Mortgage
Loan on that related Due Date and that is added to the principal
balance of
such Mortgage Loan in accordance with the terms of the related
Mortgage Note.
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).
Delay Delivery Mortgage Loans: The Mortgage Loans for which all
or a
portion of a related Mortgage File is not delivered to Trustee
on the Closing
Date. With respect to up to 50% of the Mortgage Loans in each
Loan Group, the
Depositor may deliver all or a portion of each related Mortgage
File to the
Trustee not later than thirty days after the Closing Date. To
the extent that
Countrywide Servicing 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
I-28
<PAGE>
provided in Section 2.01, Countrywide Servicing 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).
Denomination: With respect to each Certificate, the amount set
forth
on the face of that Certificate 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 of
that Certificate.
Depositor: CWMBS, 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.
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 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
that is two
Business Days preceding such Distribution Date.
Distribution Account: The separate Eligible Account created
and
maintained by the Trustee pursuant to Section 3.05(d) 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 CHL Mortgage
Pass-Through Trust
2004-29 Mortgage Pass-Through Certificates, Series 2004-29."
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 month or, if such 25th
day is
not a Business Day, the next Business Day, commencing in January
2005.
Due Date: With respect to a Mortgage Loan, the date on which
Scheduled Payments are due on that Mortgage Loan. With respect
to any
Distribution Date, the first day of the calendar month in which
that
Distribution Date occurs.
Eligible Account: Any of (i) an account or accounts maintained
with a
federal or state chartered depository institution or trust
company the
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
I-29
<PAGE>
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 Repurchase Month: As defined in Section 3.11.
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
an
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).
Event of Default: As defined in Section 7.01.
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.
Expense Fee: As to each Mortgage Loan and any Distribution Date,
the
product of the Expense Fee Rate and its Stated Principal Balance
as of that
Distribution Date.
Expense Fee Rate: As to each Mortgage Loan and any date of
determination, the sum of (a) the related Master Servicing Fee
Rate, (b) the
Trustee Fee Rate and (c) lender paid mortgage insurance
premiums, if any.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
I-30
<PAGE>
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 to the
Federal Home Loan Mortgage Corporation.
Final Certification: As defined in Section 2.02(a).
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.,
One State
Street Plaza, New York, New York 10004, 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 to the
Federal National Mortgage Association.
Gross Margin: With respect to each Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added
to the
Mortgage Index on each Adjustment Date in accordance with the
terms of the
related Mortgage Note used to determine the Mortgage Rate for
such Mortgage
Loan.
Group 1 Senior Certificates: As specified in the Preliminary
Statement.
Group 2 Senior Certificates: As specified in the Preliminary
Statement.
Group 3 Senior Certificates: As specified in the Preliminary
Statement.
Group I Certificates: As specified in the Preliminary
Statement.
Group I Senior Certificates: As specified in the Preliminary
Statement.
Group I Subordinated 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.
Group II Subordinated Certificates: As specified in the
Preliminary
Statement.
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).
Initial Component Principal Balance: Not applicable.
I-31
<PAGE>
Insurance Policy: With respect to any Mortgage Loan included in
the
Trust Fund, any insurance 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 Subsidiary 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
Subsidiary REMIC Regular Interest and any Distribution Date, the
period
commencing on the Distribution Date in the month preceding the
month in which
such Distribution Date occurs (other than the first Distribution
Date, for
which it is the Closing Date) and ending on day immediately
preceding that
Distribution Date.
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 Mortgagor) acquires the Primary
Insurance Policy and
charges the related Mortgagor 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.
LIBOR Certificates: As specified in the Preliminary
Statement.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan (including any REO Property) that 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 and Loan Group 3,
as
applicable.
I-32
<PAGE>
Loan Group 1: All Mortgage Loans identified as Loan Group 1
Mortgage
Loans on the Mortgage Loan Schedule.
Loan Group 2: All Mortgage Loans identified as Loan Group 2
Mortgage
Loans on the Mortgage Loan Schedule.
Loan Group 3: All Mortgage Loans identified as Loan 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 that 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 described in the Preliminary Statement.
Lower Tier REMIC Regular Interest: As described 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.
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 of such Distribution Date (prior to giving
effect to any
Scheduled Payments due on such Mortgage Loan on such Due Date),
subject to
reduction as provided in Section 3.14.
Master Servicing Fee Rate: With respect to each Mortgage Loan
and Due
Date, 0.375% per annum.
Maximum Mortgage Rate: With respect to each Mortgage Loan,
the
percentage set forth in the related Mortgage Note as the maximum
Mortgage Rate
thereunder.
I-33
<PAGE>
Maximum Negative Amortization: With respect to each Mortgage
Loan,
the percentage set forth in the related Mortgage Note as the
percentage of the
original principal balance of Mortgage Note, that if exceeded
due to Deferred
Interest, will result in a recalculation of the Scheduled
Payment so that the
then unpaid principal balance of the Mortgage Note will be fully
amortized
over the Mortgage Loan's remaining term to maturity.
Maximum Rate: With respect to the Class 1-A-1, Class 1-A-2,
Class
I-M-1 and Class I-B-1 Certificates, 11.50%. With respect to the
Class 2-A-1,
Class 2-A-2, Class II-M-1, Class II-B-1 and Class II-B-2
Certificates, 10.50%.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation
organized and existing under the laws of the State of Delaware,
or any
successor to Mortgage Electronic Registration Systems, Inc.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on
the
MERS(R) System.
MERS(R) System: The system of recording transfers of
mortgages
electronically maintained by MERS.
Middle Tier REMIC: As described in the Preliminary
Statement.
Middle Tier REMIC Regular Interest: As described in the
Preliminary
Statement.
MIN: The mortgage identification number for any MERS Mortgage
Loan.
Minimum Mortgage Rate: With respect to each Mortgage Loan,
the
greater of (a) the Gross Margin set forth in the related
Mortgage Note and (b)
the percentage set forth in the related Mortgage Note as the
minimum Mortgage
Rate thereunder.
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: Moody's Investors Service, Inc., or any successor
thereto.
If Moody's 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
Moody's Investors Service, Inc., 99 Church Street, New York, New
York 10007,
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
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.
I-34
<PAGE>
Mortgage Index: As to each Mortgage Loan, the index from time to
time
in effect for adjustment of the Mortgage Rate as set forth as
such on the
related Mortgage Note.
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 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
to this
Agreement as Schedule I, setting forth the following information
with respect
to each Mortgage Loan by Loan Group:
(i) the loan number;
(ii) the Mortgagor's name and the street address of the
Mortgaged Property, including the ZIP code;
(iii) the maturity date;
(iv) the original principal balance;
(v) the Cut-off Date Principal Balance;
(vi) the first payment date of the Mortgage Loan;
(vii) the Scheduled Payment in effect as of the Cut-off
Date;
(viii) the Loan-to-Value Ratio at origination;
(ix) a code indicating whether the residential dwelling at
the time of origination was represented to be
owner-occupied;
(x) a code indicating whether the residential dwelling is
either (a) a detached or attached 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;
(xi) the Mortgage Rate in effect as of the Cut-off Date;
(xii) the Master Servicing Fee Rate both before and after
the initial Adjustment Date for each Mortgage Loan;
(xiii) 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;
(xiv) the purpose for the Mortgage Loan;
(xv) the type of documentation program pursuant to which
the Mortgage Loan was originated;
I-35
<PAGE>
(xvi) a code indicating whether the Mortgage Loan is a
Countrywide Mortgage Loan or a Park Granada Mortgage Loan;
(xvii) a code indicating whether the Mortgage Loan is a
MERS Mortgage Loan; and
(xviii) with respect to each Mortgage Loan, the Gross
Margin,
the Mortgage Index, the Maximum Mortgage Rate, the Minimum
Mortgage Rate, the Periodic Rate Cap and the first
Adjustment
Date for such Mortgage Loan.
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.
Mortgage Loans: Such of the mortgage loans transferred and
assigned
to the Trustee pursuant to the provisions of this Agreement as
from time to
time 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.
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 Deferred Interest: With respect to each Loan Group and
Distribution Date, an amount equal to the excess, if any, of the
Deferred
Interest that accrued on the Mortgage Loans in that Loan Group
for the related
Due Date over the Principal Prepayment Amount for those Mortgage
Loans
received during the related Prepayment Period.
Net Prepayment Interest Shortfalls: As to any Distribution Date
and
Loan Group in an Aggregate Loan Group, the amount by which the
aggregate of
Prepayment Interest Shortfalls for such Loan Group exceeds an
amount equal to
the sum of (a) the Compensating Interest for such Loan Group for
such
Distribution Date and (b) the excess, if any, of the
Compensating Interest
with respect to the Mortgage Loans of each other Loan Group in
the same
Aggregate Loan Group for such Distribution Date over Prepayment
Interest
Shortfalls experienced by the Mortgage Loans in such other Loan
Groups.
I-36
<PAGE>
Net Prepayments: As to any Distribution Date and Loan Group, the
amount
equal to the excess, if any, of the (i) Principal Prepayment
Amount for that
Loan Group over (ii) the aggregate amount of Deferred Interest
accrued on the
Mortgage Loans in that Loan Group from the preceding Due Date to
the Due Date
related to that Distribution Date.
Net WAC Cap: As to any Class of LIBOR Certificates, other than
the
LIBOR Certificates in the Group II Subordinated Certificates,
the Weighted
Average Adjusted Net Mortgage Rate of the Mortgage Loan sin the
related Loan
Group, adjusted for the related Interest Accrual Period. As to
any Class of
LIBOR Certificates in the Group II Subordinated Certificates,
the Aggregate
Group II Weighted Average Rate.
Non-Delay Certificates: As specified in the Preliminary
Statement.
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 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 Class 1-X Certificates and
any
Distribution Date, an amount equal to the aggregate Class
Certificate Balance of
the Class 1-A-1, Class 1-A-2, Class I-M-1 and Class I-B-1
Certificates
immediately prior to such Distribution Date. With repsect to the
Class 2-X
Certificates and any Distribution Date, an amount equal to the
aggregate Class
Certificate Balance of the Class 2-A-1 and Class 2-A-2
Certificates immediately
prior to such Distribution Date. With respect to the Class 3-X
Certificates and
any Distribution Date, an amount equal to the Class Certificate
Balance of the
Class 3-A-1 Certificates immediately prior to such Distribution
Date. With
respect to the Class II-IO Certificates and any Distribution
Date, an amount
equal to the aggreagate Class Certificate Balance of the Class
II-M-1, Class
II-B-1 and Class II-B-2 Certificates 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 or (iii) if provided for in this
Agreement, signed
by a Servicing Officer, as the case may be, and delivered to the
Depositor and
the Trustee, as the case may be, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel, who may be
counsel
for the Depositor, any Sellers or the Master Servicer, including
in-house
counsel, reasonably acceptable
I-37
<PAGE>
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 the Depositor, any Sellers and the Master
Servicer,
(ii) not have any direct financial interest in the Depositor,
any Sellers or
the Master Servicer or in any affiliate of either, and (iii) not
be connected
with the Depositor, any Sellers or the Master Servicer as an
officer,
employee, promoter, underwriter, trustee, partner, director or
person
performing similar functions.
Optional Termination: As to the Aggregate Loan Group I or
Aggregate
Loan Group II, the termination of the related portion of the
trust created
under this Agreement in connection with the purchase of the
related Mortgage
Loans pursuant to Section 9.01.
Original Applicable Credit Support Percentage: With respect to
each
of the following Classes of Subordinated Certificates, the
corresponding
percentage described below, as of the Closing Date:
Group I Subordinated Certificates
-----------------------------------------------------------
Class I-M-1.......................... 6.50%
Class I-B-1.......................... 3.95%
Class I-B-2.......................... 2.60%
Class I-B-3.......................... 1.60%
Class I-B-4.......................... 0.90%
Class I-B-5.......................... 0.35%
Group II Subordinated Certificates
-----------------------------------------------------------
Class II-M-1......................... 7.15%
Class II-B-1......................... 5.05%
Class II-B-2......................... 3.45%
Class II-B-3......................... 2.20%
Class II-B-4......................... 0.95%
Class II-B-5......................... 0.40%
Original Mortgage Loan: The mortgage loan refinanced in
connection
with the origination of a Refinancing Mortgage Loan.
Original Subordinate Principal Balance: For the Group I
Certificates,
the aggregate of the Class Certificate Balances of the Group I
Subordinated
Certificates as of the Closing Date. For the Group II
Certificates, the
aggregate of the Class Certificate Balances of the Group II
Subordinated
Certificates as of the Closing Date.
OTS: The Office of Thrift Supervision.
Outstanding: With respect to the Certificates as of any date
of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except:
(i) Certificates theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; and
I-38
<PAGE>
(ii) Certificates in exchange for which or in lieu of which
other Certificates have been executed and delivered by the
Trustee pursuant to this Agreement.
Outstanding Mortgage Loan: As of any 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 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.
Pass-Through Margin: With respect to any Distribution Date and
each
Class of LIBOR Certificates, the per annum rate indicated in the
following
table:
Pass-Through Pass-Through
Class Margin (1) Margin (2)
-------------------------------------------------------------
Class 1-A-1............. 0.270% 0.540%
Class 1-A-2............. 0.450% 0.900%
Class I-M-1............. 0.500% 0.750%
Class I-B-1............. 0.850% 1.275%
Class 2-A-1............. 0.330% 0.660%
Class 2-A-2............. 0.380% 0.760%
Class II-M-1............ 0.600% 0.900%
Class II-B-1............ 1.000% 1.500%
Class II-B-2............ 1.800% 2.700%
-------------------------
(1) For the Interest Accrual Period related to any
Distribution Date occurring on or prior to the
Optional Termination Date.
(2) For each other Interest Accrual Period.
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.
Payment Adjustment Date: For each Mortgage Loan, the date
specified
in the related Mortgage Note as the annual date on which the
Mortgage Rate on
the related Scheduled Payment will be adjusted.
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
I-39
<PAGE>
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.
Periodic Rate Cap: With respect to each Mortgage Loan and
any
Adjustment Date therefor, the fixed percentage set forth in the
related
Mortgage Note, which is the maximum amount by which the Mortgage
Rate for such
Mortgage Loan may increase or decrease (without regard to the
Maximum Mortgage
Rate or the Minimum Mortgage Rate) on such Adjustment Date from
the Mortgage
Rate in effect immediately prior to such Adjustment Date.
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;
(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;
(iv) certificates of deposit, demand or time deposits, or
bankers' acceptances issued by any depository institution or
trust company incorporated under the laws of the United
States
or of any state thereof and subject to supervision and
examination by federal and/or state banking authorities,
provided that the commercial paper and/or long term
unsecured
debt obligations of such depository institution or trust
company (or in the case of the principal depository
institution in a holding company system, the commercial
paper
or long-term unsecured debt obligations of such holding
company, but only if Moody's is not a Rating Agency) are
then
rated one of the two highest long-term and the highest
short-term ratings of each 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;
(v) repurchase obligations with respect to any security
described in clauses (i) and (ii) above, in either case
entered into with a depository institution or trust company
(acting as principal) described in clause (iv) above;
(vi) 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
I-40
<PAGE>
(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 by either
Rating
Agency, as evidenced by a signed writing delivered by each
Rating Agency
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)(1) 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 created under
this Agreement 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,
association, limited liability company, joint-stock company,
trust,
unincorporated organization or government, or any agency or
political
subdivision thereof.
Physical Certificate: As specified in the Preliminary
Statement.
Planned Balance: With respect to any Planned Principal Class
or
Component and any Distribution Date appearing in Schedule V, the
amount
appearing opposite such Distribution Date for such Class or
Component.
I-41
<PAGE>
Planned Principal Classes: As specified in the Preliminary
Statement.
Planned Principal Components: As specified in the
Preliminary
Statement.
Pool Stated Principal Balance: As to any Distribution Date and
an
Aggregate Loan Group, the aggregate of the Stated Principal
Balances of the
Mortgage Loans in such Aggregate Loan Group that were
Outstanding Mortgage
Loans on the Due Date in the month preceding the month of such
Distribution
Date and, as to any other date of determination, the aggregate
of the Stated
Principal Balances of the Outstanding Mortgage Loans in such
Aggregate Loan
Group as of such date.
Prepayment Interest Excess: As to any Principal Prepayment
received by
the Master Servicer from the first day through the fifteenth day
of any calendar
month (other than the calendar month in which the 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,
any
Mortgage Loan and any Principal Prepayment received 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 December 1, 2004)
and on or before
the last day of 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 related Master Servicing Fee Rate, on such Principal
Prepayment exceeds
the amount of interest paid in connection with such Principal
Prepayment.
Prepayment Period: As to any Distribution Date and the related
Due
Date, the period from the 16th day of the calendar month
immediately preceding
the month in which the Distribution Date occurs (or, in the case
of the first
Distribution Date, from December 1, 2004) through the 15th day
of the calendar
month in which the Distribution Date occurs.
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 Amount: As to any Distribution Date and any Loan
Group, the
sum 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 (other than a
Liquidated
Mortgage Loan) in the related Loan Group on the related Due Date
to the extent
received or advanced, (b) the principal portion of the Purchase
Price 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 such Loan Group received with
respect to
such Distribution Date, (d) any Insurance Proceeds or net
Liquidation Proceeds
allocable to recoveries of principal of Mortgage Loans in the
related Loan
Group that
I-42
<PAGE>
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 a Loan Group that became a Liquidated Mortgage
Loan during
the calendar month preceding the month of such Distribution
Date, the amount
of the net Liquidation Proceeds allocable to principal received
during the
calendar month preceding the month of such Distribution Date
with respect to
such Mortgage Loan, (f) all Net Prepayments for such Loan Group
received
during the related Prepayment Period, (g) any Transfer Payments
Received for
such Loan Group, minus any Transfer Payments Made for such Loan
Group and
Distribution Date in accordance with Section 4.05.
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: 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 Amount: As to any Distribution Date and any
Loan
Group, an amount equal to the sum of all voluntary Principal
Prepayments
received on the Mortgage Loans in that Loan Group during the
related
Prepayment Period and the amount of any Subsequent Recoveries
received in the
prior calendar month with respect to Mortgage Loans in that Loan
Group.
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 Lower Tier
REMIC
Regular Interests other than those of their Corresponding Loan
Group as
provided in the Preliminary Statement. Principal Relocation
Payments shall be
made of principal allocations comprising the Principal Amount
from a Loan
Group and shall also consist of a proportionate allocation of
Realized Losses
from the Mortgage Loans of a Loan Group.
Private Certificate: As specified in the Preliminary
Statement.
Pro Rata Share: As to any Distribution Date, the
Subordinated
Principal Distribution Amount for an Aggregate Loan Group and
any related
Class of Subordinated Certificates, the portion of the related
Subordinated
Principal Distribution Amount allocable to such Class, equal to
the product of
the related 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 or
Group II
Subordinated Certificates, as applicable.
Pro Rata Subordinated Percentage: As to any Distribution Date
and
Loan Group, 100% minus the related Senior Percentage for such
Distribution
Date.
I-43
<PAGE>
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 August 24, 2004 generally
relating
to mortgage-pass through certificates to be sold by the
Depositor.
Prospectus Supplement: The prospectus supplement dated December
27,
2004 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 of this
Agreement 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 of this
Agreement 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.
Rate Cap: For any Distribution Date and the Class 1-A-1, Class
1-A-2,
Class I-M-1 and Class I-B-1 Certificates, a per annum rate equal
to 11.50%. For
any Distribution Date and the Class 2-A-1, Class 2-A-2, Class
II-M-1, Class
II-B-1 and Class II-B-2 Certificates, a per annum rate equal to
10.50%.
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, as is
designated by the
Depositor, notice of which designation shall be given to the
Trustee.
References in this Agreement 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
I-44
<PAGE>
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 that 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.
With respect to each Mortgage Loan that has become the subject
of a Debt
Service Reduction and any Distribution Date, the amount, if any,
by which the
principal portion of the related Scheduled Payment has been
reduced.
To the extent the Master Servicer receives Subsequent Recoveries
with
respect to any Mortgage Loan, the amount of Realized Losses with
respect to
that Mortgage Loan will be reduced by the amount of those
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.
Record Date: With respect to any Distribution Date, (i) in the
case
of the LIBOR Certificates represented by Book-Entry
Certificates, the Business
Day immediately preceding such Distribution Date and (ii) in the
case of LIBOR
Certificates represented by Definitive Certificates and in the
case of all
other Certificates, the close of business on the last Business
Day of the
month preceding the month in which such Distribution Date
occurs.
Reference Bank: As defined in Section 4.07.
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.
Relief Act: The Servicemembers' Civil Relief Act or similar
state
laws.
Relief Act Reductions: With respect to any Distribution Date and
any
Mortgage Loan 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, 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.
REMIC: A "real estate mortgage investment conduit" within the
meaning
of Section 860D of the Code.
I-45
<PAGE>
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.
Request for Release: The Request for Release submitted by the
Master
Servicer to the Trustee, substantially in the form of Exhibits M
and N to this
Agreement, as appropriate.
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).
Scheduled Payment: The scheduled monthly payment on a Mortgage
Loan
due in the related Due Period allocable to principal and/or
interest on such
Mortgage Loan which, unless otherwise specified in this
Agreement, 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.
Securities Act: The Securities Act of 1933, as amended.
Seller: Countrywide or Park Granada, as applicable.
Senior Certificate Group: As specified in the Preliminary
Statement.
Senior Certificates: As specified in the Preliminary
Statement.
Senior Credit Support Depletion Date: With respect to the Group
I
Senior Certificates and the Group II Senior Certificates, as
applicable, the
date on which the aggregate Class Certificate Balance of the
Group I
Subordinated Certificates and Group II Subordinated
Certificates,
respectively, has been reduced to zero.
I-46
<PAGE>
Senior Percentage: As to any Senior Certificate Group and
Distribution Date, the percentage equivalent of a fraction the
numerator of
which is the aggregate Class Certificate Balance of each Class
of Senior
Certificates of such Senior Certificate Group (other than the
Notional Amount
Certificates) immediately prior to such Distribution Date and
the denominator
of which is the aggregate of the Stated Principal Balance of
each Mortgage
Loan in the related Loan Group as of the first day of the
related Due Period;
provided, however, that with respect to a Senior Certificate
related to an
Aggregate Loan Group, on any Distribution Date after a Senior
Termination Date
for the Aggregate Loan Group, the Senior Percentage for the
Senior
Certificates of the related remaining Senior Certificate Group
is the
percentage equivalent of a fraction, the numerator of which is
the aggregate
of the Class Certificate Balances of each such Class of Senior
Certificates
(other than the Notional Amount Certificates) immediately prior
to such
Distribution Date and the denominator of which is the aggregate
of the Class
Certificate Balances of the related Senior Certificates and the
related
Subordinated Certificates immediately prior to such Distribution
Date.
Senior Prepayment Percentage: As to any Senior Certificate Group
for
any Distribution Date occurring (x) during the ten years
beginning on the
first Distribution Date, with respect to the Group I Senior
Certificates, will
be100% and (y) during the seven years beginning on the first
Distribution
Date, with respect to the Group II Senior Certificates, will
be100%. The
related Senior Prepayment Percentage for any Distribution Date
occurring on or
after the tenth anniversary of the first Distribution Date will,
except as
provided in this Agreement, 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 related Senior Percentage exceeds the Senior Percentage of
such Senior
Certificate Group as of the Closing Date, in which case the
related Senior
Prepayment Percentage for such Distribution Date will once again
equal 100%).
Notwithstanding the foregoing, no decrease in the related Senior
Prepayment
Percentage will occur unless both of the Senior Step Down
Conditions are
satisfied with respect to any of the Loan Groups in an Aggregate
Loan Group .
Notwithstanding the foregoing, if the Two Times Test is
satisfied with respect
to the Group I or Group II Certificates, as applicable, on a
Distribution
Date, the Senior Prepayment Percentage for each Loan Group in an
Aggregate
Loan Group will equal (x) if such Distribution Date is on or
prior to the
Distribution Date in November 2007, the related Senior
Percentage for such
Distribution Date plus 50% of the related Subordinated
Percentage for the
Distribution Date and (y) if such Distribution Date is after the
Distribution
Date in November 2007, the related Senior Percentage.
Senior Principal Distribution Amount: As to any Distribution
Date and
Senior Certificate Group, the sum of (i) the related Senior
Percentage of all
amounts described in clauses (a) through (d) of the definition
of "Principal
Amount" with respect to the related Loan Group for such
Distribution Date,
(ii) with respect to any Mortgage Loan in the related Loan Group
that became a
Liquidated Mortgage Loan during the calendar month preceding the
month of such
I-47
<PAGE>
Distribution Date, the lesser of (x) the related Senior
Percentage of the
Stated Principal Balance of such Mortgage Loan as of the first
day of the
related Due Period and (y) the related Senior Percentage, of the
amount of the
Net Liquidation Proceeds allocable to principal received with
respect to such
Mortgage Loan, (iii) the related Senior Prepayment Percentage of
the amounts
described in clauses (e) and (g), of the definition of
"Principal Amount" with
respect to the related Loan Group for such Distribution Date;
(iv) any
Transfer Payments Received for that Loan Group and Distribution
Date.
Senior Step Down Conditions: With respect to any Loan Group in
an
Aggregate Loan Group : (i) the outstanding principal balance of
all Mortgage
Loans in any Loan Group related to an Aggregate Loan Group
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 the
first related Senior Termination Date, the Subordinated
Percentage for such
Loan Group of the aggregate Stated Principal Balances of the
Mortgage Loans in
that Loan Group, or (b) if such date is after the first related
Senior
Termination Date, the aggregate Class Certificate Balance of the
related
Subordinated Certificates for such Distribution Date does not
equal or exceed
50%, and (ii) cumulative Realized Losses on all the Mortgage
Loans in the
related Aggregate Loan Group I do not exceed: (a) with respect
to the
Distribution Date on the tenth anniversary of the first
Distribution Date, 30%
of the related Original Subordinate Principal Balance, (b) with
respect to the
Distribution Date on the eleventh anniversary of the first
Distribution Date,
35% of the related Original Subordinate Principal Balance, (c)
with respect to
the Distribution Date on the twelfth anniversary of the first
Distribution
Date, 40% of the related Original Subordinate Principal Balance,
(d) with
respect to the Distribution Date on the thirteenth anniversary
of the first
Distribution Date, 45% of the related Original Subordinate
Principal Balance
and (e) with respect to the Distribution Date on the fourteenth
anniversary of
the first Distribution Date, 50% of the related Original
Subordinate Principal
Balance.
Senior Termination Date: For a Senior Certificate Group related
to an
Aggregate Loan Group, the Distribution Date on which the
aggregate Class
Certificate Balance of the related Classes of Senior
Certificates have 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.
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.
S&P: Standard & Poor's Ratings Services, a division of
The
McGraw-Hill Companies, Inc. If S&P is designated as a Rating
Agency in the
Preliminary Statement, for purposes of
I-48
<PAGE>
Section 10.05(b) the address for notices to S&P shall be
Standard & Poor's
Ratings Services, 55 Water Street, New York, New York 10041,
Attention:
Mortgage Surveillance Monitoring, or such other address as
S&P may hereafter
furnish to the Depositor and the Master Servicer.
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 Deferred Interest added to the principal balance of that
Mortgage Loan
pursuant to the terms of the related Mortgage Note on or prior
to that Due
Date.
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.
Subordinate Pass-Through Rate: For the Interest Accrual
Period
related to each Distribution Date and each Aggregate Loan Group,
a per annum
rate equal to (1) the sum of the following for each Loan Group
in the
applicable Aggregate Loan Group: the product of (x) the Weighted
Average
Adjusted Net Mortgage Rate of the related Mortgage Loans and (y)
the related
Subordinated Portion immediately prior to that Distribution
Date, divided by
(2) the aggregate Class Certificate Balance of the related
Subordinated
Certificates immediately prior to that Distribution Date.
Subordinated Certificates: As specified in the Preliminary
Statement.
Subordinated Percentage: As to any Distribution Date and Loan
Group
on or prior to a Senior Termination Date, with respect to the
Group I Senior
Certificates and with respect to the Group II Senior
Certificates, 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, with respect to the Group I Senior
Certificates and with
respect to the Group II Senior Certificates, (i) with respect to
the Group I
Certificates, the Subordinated Percentage will represent the
entire interest
of the Group I Subordinated Certificates in Aggregate Loan Group
I and will be
calculated as the difference between 100% and the related Senior
Percentage
for such Distribution Date and (ii) with respect to the Group II
Certificates,
the Subordinated Percentage will represent the entire interest
of the Group II
Subordinated Certificates in Aggregate Loan Group II and will be
calculated as
the difference between 100% and the related Senior Percentage
for such
Distribution Date.
I-49
<PAGE>
Subordinated Portion: For any Distribution Date and a Loan Group
in
an Aggregate Loan Group, an amount equal to the aggregate Stated
Principal
Balance of the Mortgage Loans in that Loan Group as of the first
day of the
related Due Period minus the sum of the Class Certificate
Balances of the
related Classes of Senior Certificates immediately prior to such
Distribution
Date.
Subordinated Prepayment Percentage: As to any Distribution Date
and
Loan Group, 100% minus the related Senior Prepayment Percentage
for such
Distribution Date.
Subordinated Principal Distribution Amount: With respect to
any
Distribution Date and the Group I Subordinated Certificates, the
sum of the
following amounts for each Loan Group in Aggregate Loan Group I:
an amount
equal to the excess of (A) the sum of (i) the Subordinated
Percentage of all
amounts described in clauses (a) through (d) of the definition
of "Principal
Amount" for that Loan Group and that Distribution Date, (ii)
with respect to
each Mortgage Loan in that Loan Group that became a Liquidated
Mortgage Loan
during the calendar month preceding the month of such
Distribution Date, 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 related
Subordinated
Percentage for such Loan Group of the Stated Principal Balance
of that
Mortgage Loan as of the first day of the related Due Period, and
(iii) the
related Subordinated Prepayment Percentage for that Loan Group
of all amounts
described in clauses (e) and (g) of the definition of "Principal
Amount" for
such Loan Group and Distribution Date over (B) any Transfer
Payments Made for
such Loan Group; provided, however, that on any Distribution
Date after the
related first 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 and 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 only in the related Loan Group.
With respect to any Distribution Date and the Group II
Subordinated
Certificates, the sum of the following amounts for each Loan
Group in
Aggregate Loan Group II, an amount equal to the excess of (A)
the sum of (i)
the Subordinated Percentage of all amounts described in clauses
(a) through
(d) of the definition of "Principal Amount" for that Loan Group
and that
Distribution Date, (ii) with respect to each Mortgage Loan in
that Loan Group
that became a Liquidated Mortgage Loan during the calendar month
preceding the
month of such Distribution Date, 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 related Subordinated Percentage for such Loan
Group of the
Stated Principal Balance of that Mortgage Loan, and (iii) the
related
Subordinated Prepayment Percentage for that Loan Group of all
amounts
described in clauses (e) and (g) of the definition of "Principal
Amount" for
such Loan Group and Distribution Date over (B) any Transfer
Payments Made for
such Loan Group; provided, however, that on any Distribution
Date after the
related first 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 and Subordinated Prepayment Percentage,
as applicable,
for the Group II Subordinated Certificates for such Distribution
Date with
respect to
I-50
<PAGE>
all of the Mortgage Loans in Aggregate Loan Group II as opposed
to the
Mortgage Loans only in the related Loan Group.
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.
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.
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) have a
Maximum Mortgage Rate not more than 1% per annum higher than,
that of the
Deleted Mortgage Loan; (vi) have a Minimum Mortgage Rate
specified in its
related mortgage note not more than 1% per annum higher or lower
than the
Minimum Mortgage Rate of the Deleted Mortgage Loan; (vii) have
the same
Mortgage Index, Mortgage Index reset period and Periodic Rate
Cap as the
Deleted Mortgage Loan and a Gross Margin not more than 1% per
annum higher or
lower than that of the Deleted Mortgage Loan; (viii) not be a
Cooperative Loan
unless the Deleted Mortgage Loan was a Cooperative Loan; (ix)
have the same
Maximum Negative Amortization, payment cap and recast provisions
as the
Deleted Mortgage Loan; and (x) comply with each representation
and warranty
set forth in Section 2.03.
Substitution Adjustment Amount: The meaning ascribed to such
term
pursuant to Section 2.03.
Tax Matters Person: The person designated as "tax matters
person" in
the manner provided under Treasury regulation ss. 1.860F-4(d)
and temporary
Treasury regulation ss. 301.6231(a)(7)1T. Initially, the Tax
Matters Person
shall be the Trustee.
Tax Matters Person Certificate: The Class A-R Certificate with
a
Denomination of $0.01.
Transfer: Any direct or indirect transfer or sale of any
Ownership
Interest in a Residual Certificate.
Transfer Payment Made: As defined in Section 4.05.
Transfer Payment Received: As defined in Section 4.05.
I-51
<PAGE>
Trust Fund: The corpus of the trust created under this
Agreement
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 of the Mortgage
Loans; (ii) the
Certificate Account, the Distribution Account and the Carryover
Shortfall
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;
and (iv) 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 under this Agreement, 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 any Distribution Date, an amount equal to
one-twelfth of the Trustee Fee Rate multiplied by the Pool
Stated Principal
Balance of each Aggregate Loan Group with respect to such
Distribution Date.
Trustee Fee Rate: With respect to each Mortgage Loan, the per
annum
rate agreed upon in writing on or prior to the Closing Date by
the Trustee and
the Depositor.
Two Times Test: As to any Distribution Date and with respect
to
either the Group I Subordinated Certificates or the Group II
Subordinated
Certificates, if (x) on or before the Distribution Date in
December 2007, the
Aggregate Subordinated Percentage for the Group I Subordinated
Certificates or
the Group II Subordinated Certificates, as applicable, is at
least 200% of the
related Aggregate Subordinated Percentage as of the closing
date, the
applicable delinquency test set forth above is satisfied and
cumulative
Realized Losses on the Mortgage Loans in the related Aggregate
Loan Group do
not exceed 20% of the aggregate Class Certificate Balance of the
related group
of Subordinated Certificates as of the Closing Date, the Senior
Prepayment
Percentage for each loan group in that Aggregate Loan Group will
equal the
related Senior Percentage for that Distribution Date plus 50% of
the amount
equal to 100% minus the related Senior Percentage and (y) after
the
Distribution Date in December 2007, the Aggregate Subordinated
Percentage for
the Group I Subordinated Certificates or the Group II
Subordinated
Certificates, as applicable, is at least 200% of the related
Aggregate
Subordinated Percentage as of the closing date, the applicable
delinquency
test set forth above is satisfied and cumulative Realized Losses
on the
Mortgage Loans in the related Aggregate Loan Group do not exceed
30% of the
aggregate Class Certificate Balance of the related group of
Subordinated
Certificates as of the Closing Date.
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.
I-52
<PAGE>
Voting Rights: The portion of the voting rights of all of
the
Certificates which is allocated to any Certificate. As of any
date of
determination, (a) 1% of all Voting Rights shall be allocated to
each Class of
Notional Amount Certificates, 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 (or 100%
of the Voting Rights if there is no Class of Notional Amount
Certificates)
shall be allocated among Holders of the remaining Classes of
Certificates in
proportion to the Certificate Balances of their respective
Certificates on
such date.
Weighted Average Adjusted Net Mortgage Rate: As to any
Distribution
Date and for each Loan Group, the average of the Adjusted Net
Mortgage Rate of
each Mortgage Loan in that Loan Group, weighted on the basis of
its Stated
Principal Balance as of the end of the Prepayment Period related
to the
immediately preceding Distribution Date.
I-53
<PAGE>
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 Mortgage Loans, including all interest and
principal
received or receivable by such Seller, on or with respect to the
applicable
Mortgage Loans after the Cut-off Date and all interest and
principal payments
on the related Mortgage Loans received prior to the 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
Mortgage Loans on
or before the 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 both Countrywide
Mortgage Loans and
Park Granada Mortgage Loans), such delivery may take place
within thirty (30)
days following the Closing Date). 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
Mortgage Loan that does not have a first payment date on or
before the Due
Date in the month of the first Distribution 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 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.
(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,
will deliver or
cause to be delivered to the Trustee) within thirty (30) days
following the
Closing 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-54
<PAGE>
(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 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,
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
(which may be included in a blanket assignment or
assignments), together with, except as provided below, all
interim recorded assignments of such mortgage (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;
II-55
<PAGE>
(E) The executed UCC-1 financing statement with
evidence of recording thereon which have been filed in
all places required to perfect the applicable Seller's
interest in the Coop Shares and the Proprietary Lease;
and
(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(R) 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 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(R) 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, (b) all interim recorded assignments or (c) 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 hereof 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 such interim
assignment, 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
II-56
<PAGE>
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.
As promptly as practicable subsequent to such transfer and
assignment, and in any event, within thirty (30) days
thereafter, the Trustee
shall (i) as the assignee thereof, affix the following language
to each
assignment of Mortgage: "CWMBS Series 2004-29, The Bank of New
York, as
trustee", (ii) cause such assignment to be in proper form for
recording in the
appropriate public office for real property records and (iii)
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, 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 that the
Trustee need not cause to be recorded any assignment which
relates to a
Mortgage Loan (a) the Mortgaged Property and Mortgage File
relating to which
are located in California or (b) in any other jurisdiction
(including Puerto
Rico) under the laws of which in the opinion of counsel the
recordation of
such assignment is not necessary to protect the Trustee's and
the
Certificateholders' interest in the related Mortgage Loan.
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.
Notwithstanding anything to the contrary in this Agreement,
within
thirty (30) days after the Closing Date with respect to the
Mortgage Loans,
Countrywide (on its own behalf and on behalf of Park Granada)
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) 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) 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
II-57
<PAGE>
Delay Delivery Mortgage Loans delivered during such thirty (30)
day period in
accordance with the provisions of Section 2.02.
(d) Neither the Depositor nor the Trust will acquire or hold
any
Mortgage Loan that would violate the representations made by
Countrywide set
forth in clauses (48), (49) and (57) 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 (an "Initial
Certification") 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) an Initial Certification in the form
annexed hereto as
Exhibit F. 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 the
Mortgage Loans. 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) a Delay
Delivery
Certification with respect to the Mortgage Loans in the form
annexed hereto as
Exhibit G (a "Delay Delivery Certification"), with any
applicable exceptions
noted thereon.
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) a Final Certification with
respect to
the Mortgage Loans in the form annexed hereto as Exhibit H (a
"Final
Certification"), 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 that 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) 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
II-58
<PAGE>
such defect within such period, Countrywide (on its own behalf
and on behalf
of Park Granada) 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)
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) 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) that 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, 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) 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)
and shall
execute and deliver at Countrywide's (on its own behalf and on
behalf of Park
Granada) 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),
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) repurchases a 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) or its designee and shall cause such Mortgage to be
removed from
registration on the MERS(R) System in accordance with MERS'
rules and
regulations or (ii) cause MERS to designate on the MERS(R)
System Countrywide
(on its own behalf and on behalf of Park Granada) or its
designee as the
beneficial holder of such Mortgage Loan.
(b) [Reserved].
(c) [Reserved].
(d) The Trustee shall retain possession and custody of each
Mortgage
File in accordance with and subject to the terms and conditions
set forth in
this Agreement. The Master Servicer shall promptly deliver to
the Trustee,
upon the execution or receipt thereof, the originals of such
II-59
<PAGE>
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 that 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 and Schedule II-B 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
Cut-off Date, with
respect to the 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 Cut-off
Date, with respect to the 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 Cut-off Date, with respect to
the Mortgage
Loans that are Park Granada Mortgage Loans.
(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) 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. 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) that
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
II-60
<PAGE>
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.
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) 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), 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 Stated
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
II-61
<PAGE>
Granada) 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.
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 Mortgage Loan as of the date of this Agreement
or such other
date set forth in this Agreement that as of the Closing Date,
and following
the transfer of the Mortgage Loans to it by each Seller, the
Depositor had
good title to the 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) hereof, together with all rights of the
Depositor to require a
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.
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
II-62
<PAGE>
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 under this Agreement 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.
In connection therewith, the Trustee shall require Countrywide
(on its own
behalf and on behalf of Park Granada) 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 to this
Section 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.
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 best of its ability, 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
II-63
<PAGE>
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-64
<PAGE>
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, subject to the
terms of this
Agreement (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 3.01
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 under this
Agreement 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(R) System, or cause
the removal from
the registration of any Mortgage Loan on the MERS(R) 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.
II-65
<PAGE>
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.
SECTION 3.02. Subservicing; Enforcement of the Obligations
of
Subservicers.
(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. 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 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.
SECTION 3.03. Rights of the Depositor and the Trustee in Respect
of
the Master Servicer.
The Depositor may, but is not obligated to, enforce the
obligations
of the Master Servicer under this Agreement and may, but is not
obligated to,
perform, or cause a designee to perform, any defaulted
obligation of the
Master Servicer under this Agreement and in connection with any
such defaulted
obligation to exercise the related rights of the Master Servicer
under this
Agreement; provided that the Master Servicer shall not be
relieved of any of
its obligations under this Agreement by virtue of such
performance by the
Depositor or its designee. Neither the Trustee nor the Depositor
shall have
any responsibility or liability for any action or failure to
act
III-66
<PAGE>
by the Master Servicer nor shall the Trustee or the Depositor be
obligated to
supervise the performance of the Master Servicer under this
Agreement or
otherwise.
SECTION 3.04. Trustee to Act as Master Servicer.
In the event that the Master Servicer shall for any reason no
longer
be the Master Servicer under this Agreement (including by reason
of an Event
of Default), the Trustee or its successor shall then assume all
of the rights
and obligations of the Master Servicer under this Agreement
arising thereafter
(except that the Trustee shall not be (i) liable for losses of
the Master
Servicer pursuant to Section 3.09 or any acts or omissions of
the predecessor
Master Servicer under this Agreement), (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 under this
Agreement including,
but not limited to, repurchases or substitutions of Mortgage
Loans pursuant to
Section 2.02 or 2.03, (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 under this Agreement). Any
such assumption
shall be subject to Section 7.02. If the Master Servicer shall
for any reason
no longer be the Master Servicer (including by reason of any
Event of
Default), the Trustee or its successor shall succeed to any
rights and
obligations of the Master Servicer under each subservicing
agreement.
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.
SECTION 3.05. Collection of Mortgage Loan Payments;
Certificate
Account; Distribution Account; Carryover Reserve Fund; Cap
Contract Reserve
Fund.
(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 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. 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
III-67
<PAGE>
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
Moody's, 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 in this Agreement, the following payments and
collections remitted by
Subservicers or received by it in respect of Mortgage Loans
subsequent to the
Cut-off Date (other than in respect of principal and interest
due on the
Mortgage Loans on or before the Cut-off Date) and the following
amounts
required to be deposited under this Agreement:
(i) all payments on account of principal on the Mortgage
Loans,
including Principal Prepayments;
(ii) all payments on account of interest on the Mortgage
Loans,
net of the related Master Servicing Fee and any lender paid
mortgage
insurance premiums;
(iii) all Insurance Proceeds, Subsequent Recoveries and
Liquidation Proceeds, other than proceeds to be applied to
the
restoration or repair of a Mortgaged Property or released to
the
Mortgagor in accordance with the Master Servicer's normal
servicing
procedures;
(iv) 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;
(v) 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;
(vi) all Substitution Adjustment Amounts;
(vii) all Advances made by the Master Servicer pursuant to
Section 4.01; and
(viii) any other amounts required to be deposited under this
Agreement.
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
prepayment penalties,
late payment charges or assumption fees, if collected, need
III-68
<PAGE>
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
in this
Agreement 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 in the
Distribution
Account the following:
(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 pursuant to
Section 3.05(e) in connection with any losses on Permitted
Investments; 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 in this
Agreement 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 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
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
III-69
<PAGE>
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 in this Agreement. 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 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
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 or the Carryover Shortfall Reserve Fund prior to any
change thereof.
(g) On the Closing Date, the Trustee shall establish and
maintain in
its name, in trust for the benefit of the Holders of the LIBOR
Certificates,
the Carryover Shortfall Reserve Fund and shall deposit $1,000
therein upon
receipt from or on behalf of the Underwriter of such amount. All
funds on
deposit in the Carryover Shortfall Reserve Fund shall (x) 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, and (y) remain univested.
On each Distribution Date, the Trustee shall deposit all
amounts
distributable to the Class 1-X, Class 2-X and Class II-IO on
such Distribution
Date into the Carryover Shortfall Reserve Fund. The Trustee
shall make
withdrawals from the Carryover Shortfall Reserve Fund to make
distributions
pursuant to Section 4.02(a)(8) exclusively (other than as
expressly provided
for in Section 3.08).
(h) On the Closing Date, the Trustee shall establish and
maintain in
its name, in trust for the benefit of the Holders of the Class
2-A-1, Class
2-A-2, Class II-M-1, Class II-B-1 and Class II-B-2 Certificates,
the Cap
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 Cap
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.
On each Distribution Date, the Trustee shall deposit into the
Cap
Contract Reserve Fund all amounts received in respect of the Cap
Contracts for
the related Interest Accrual Period. The Trustee shall make
withdrawals from
the Cap Contract Reserve Fund to make distributions pursuant to
Section 4.09
exclusively (other than as expressly provided for in Section
3.08).
Funds in the Cap Contract Reserve Fund may be invested in
Permitted
Investments at the direction of Bank of America LLC, 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 Cap Contract 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
III-70
<PAGE>
Permitted Investments shall be made in the name of the Trustee,
for the
benefit of the Holders of the Class 2-A-1, Class 2-A-2, Class
II-M-1,
Class II-B-1 and Class II-B-2 Certificates. In the absence of
such written
direction, all funds in the Cap Contract 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 Cap Contract Reserve Fund in
respect of any
such investments shall be charged against amounts on deposit in
the Cap
Contract 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 Cap
Contract Reserve
Fund and made in accordance with this Section 3.05. The Cap
Contract Reserve
Fund will not constitute an asset of any REMIC created
hereunder.
SECTION 3.06. Collection of Taxes, Assessments and Similar
Items;
Escrow Accounts.
(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 in this
Agreement 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 (with respect to taxes and assessments
and insurance
premiums) and 3.09 (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. 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.
SECTION 3.07. Access to Certain Documentation and
Information
Regarding the Mortgage Loans.
The Master Servicer shall afford each Seller, the Depositor 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
III-71
<PAGE>
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.
SECTION 3.08. Permitted Withdrawals from the Certificate
Account, the
Distribution Account, the Carryover Shortfall Reserve Fund and
Cap Contract
Reserve Fund.
(a) The Master Servicer may from time to time make withdrawals
from
the Certificate Account for the following purposes:
(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) that
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;
(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 on
such
Mortgage Loan after the date of such purchase;
(vii) to reimburse the Sellers, the Master Servicer or the
Depositor for expenses incurred by any of them and
reimbursable
pursuant to Section 6.03;
III-72
<PAGE>
(viii) to withdraw any amount deposited in the Certificate
Account and not required to be deposited in the Certificate
Account;
(ix) on or prior to the Distribution Account Deposit Date,
to
withdraw an amount equal to the related Available Funds and
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.
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.
(b) The Trustee shall withdraw funds from the Distribution
Account for distributions to Certificateholders 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 last
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 the 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.
(c) The Trustee shall withdraw funds from the Carryover
Shortfall
Reserve Fund for distribution to the LIBOR Certificates and the
Notional
Amount Certificates in the manner
III-73
<PAGE>
specified in Section 4.02(a)(8) (and to withhold from the
amounts so
withdrawn the amount of any taxes that it is authorized to
retain pursuant to
the last paragraph of Section 8.11). In addition, the Trustee
may from time to
time make withdrawals from the Carryover Shortfall Reserve Fund
for the
following purposes:
(i) to withdraw any amount deposited in the Carryover
Shortfall
Reserve Fund and not required to be deposited therein; and
(ii) to clear and terminate the Carryover Shortfall Reserve
Fund upon the retirement of LIBOR Certificates and the
Notional
Amount Certificates pursuant to Section 9.01.
(d) The Trustee shall withdraw funds from the Cap Contract
Reserve
Fund for distribution to the Class 2-A-1, Class 2-A-2, Class
II-M-1, Class
II-B-1 and Class II-B-2 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 last paragraph of
Section 8.11). In
addition, the Trustee may from time to time make withdrawals
from the Cap
Contract Reserve
| 
