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.
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<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.
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<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
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<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
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<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.
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<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.
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<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.
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<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.
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<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.
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<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;
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<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.
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<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
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<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
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<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
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<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
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<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.
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<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
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<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.
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<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
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<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.
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<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.
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<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
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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
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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.
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<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
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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.
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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.
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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.
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<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
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<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;
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<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
