EXHIBIT 4.1
===========================
CWALT, INC.,
Depositor
[COUNTRYWIDE HOME LOANS, INC.],
Seller
[PARK GRANADA LLC],
Seller
[PARK MONACO INC.],
Seller
[PARK SIENNA LLC],
Seller
[COUNTRYWIDE HOME LOANS SERVICING LP],
Master Servicer
and
______________________,
Trustee
___________________________________
POOLING AND SERVICING AGREEMENT
Dated as of ___________, 200_
___________________________________
ALTERNATIVE LOAN TRUST 200_-__
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 200_-__
===========================
<PAGE>
Table of Contents
Page
----
ARTICLE I DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
SECTION 2.01. Conveyance of Mortgage
Loans.............................II-1
SECTION 2.02. Acceptance by Trustee
of the Mortgage Loans..............II-7
SECTION 2.03.
Representations,
Warranties and Covenants of
the Sellers and Master
Servicer........................II-10
SECTION 2.04. Representations and
Warranties of the Depositor
as to the Mortgage Loans................................II-13
SECTION 2.05. Delivery of Opinion of
Counsel in Connection with
Substitutions...........................................II-13
SECTION 2.06. Execution and Delivery
of Certificates..................II-13
SECTION 2.07. REMIC
Matters...........................................II-14
SECTION 2.08. Covenants of the
Master Servicer........................II-14
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
SECTION 3.01. Master Servicer to
Service Mortgage Loans...............III-1
SECTION 3.02. Subservicing;
Enforcement of the Obligations
of Subservicers.........................................III-2
SECTION 3.03. Rights of the
Depositor, the NIM Insurer and
the Trustee in Respect of the Master Servicer...........III-2
SECTION 3.04. Trustee to Act as
Master Servicer.......................III-2
SECTION 3.05. Collection of Mortgage
Loan Payments; Certificate
Account; Distribution Account; Supplemental Loan
Account; Capitalized Interest Account; Carryover
Reserve Fund; Credit Comeback Excess Amount; Principal
Reserve Fund............................................III-3
SECTION 3.06. Collection of Taxes,
Assessments and Similar Items;
Escrow Accounts.........................................III-8
SECTION 3.07. Access to Certain
Documentation and Information
Regarding the Mortgage Loans............................III-9
SECTION 3.08. Permitted Withdrawals
from the Certificate Account,
the Distribution Account, the Carryover Reserve Fund
and the Principal Reserve Fund..........................III-9
SECTION 3.09. Maintenance of Hazard
Insurance; Maintenance of
Primary Insurance Policies.............................III-11
SECTION 3.10. Enforcement of
Due-on-Sale Clauses;
Assumption Agreements..................................III-12
SECTION 3.11. Realization Upon
Defaulted Mortgage Loans;
Repurchase of Certain Mortgage Loans...................III-13
SECTION 3.12. Trustee to Cooperate;
Release of Mortgage Files........III-16
SECTION 3.13. Documents, Records and
Funds in Possession of
Master Servicer to be Held for the Trustee.............III-17
SECTION 3.14. Servicing
Compensation.................................III-17
SECTION 3.15. Access to Certain
Documentation........................III-18
SECTION 3.16. Annual Statement as to
Compliance......................III-18
SECTION 3.17. Errors and Omissions
Insurance; Fidelity Bonds.........III-19
SECTION 3.18. The Corridor
Contract..................................III-19
SECTION 3.19. Prepayment
Charges.....................................III-20
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ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
SECTION 4.01.
Advances.................................................IV-1
SECTION 4.02. Priorities of
Distribution...............................IV-2
SECTION 4.03.
[Reserved]..............................................IV-17
SECTION 4.04.
[Reserved]..............................................IV-17
SECTION 4.05. [Class [AF-5B] Policy;
Rights of the
Class [AF-5B] Insurer..................................IV-17
SECTION 4.06. Monthly Statements to
Certificateholders................IV-20
SECTION 4.07. Determination of
Pass-Through Rates for
COFI Certificates.......................................IV-20
SECTION 4.08. Determination of
Pass-Through Rates for
LIBOR Certificates......................................IV-21
ARTICLE V THE CERTIFICATES
SECTION 5.01. The
Certificates..........................................V-1
SECTION 5.02. Certificate Register;
Registration of Transfer and
Exchange of Certificates..................................V-1
SECTION 5.03.
Mutilated, Destroyed,
Lost or Stolen Certificates.........V-6
SECTION 5.04. Persons Deemed
Owners.....................................V-6
SECTION 5.05. Access to List of
Certificateholders' Names
and Addresses.............................................V-6
SECTION 5.06. Maintenance of Office
or Agency...........................V-6
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01. Respective Liabilities
of the Depositor and
the Master Servicer......................................VI-1
SECTION 6.02. Merger or
Consolidation of the Depositor or
the Master Servicer......................................VI-1
SECTION 6.03. Limitation on
Liability of the Depositor, the Sellers,
the Master Servicer, the NIM Insurer and Others..........VI-1
SECTION 6.04. Limitation on
Resignation of Master Servicer.............VI-2
ARTICLE VII DEFAULT
SECTION 7.01. Events of
Default.......................................VII-1
SECTION 7.02. Trustee to Act;
Appointment of Successor................VII-2
SECTION 7.03. Notification to
Certificateholders......................VII-4
ARTICLE VIII CONCERNING THE TRUSTEE
SECTION 8.01. Duties of
Trustee......................................VIII-1
SECTION 8.02. Certain Matters
Affecting the Trustee..................VIII-2
SECTION 8.03. Trustee Not Liable for
Certificates or Mortgage Loans..VIII-3
SECTION 8.04. Trustee May Own
Certificates...........................VIII-3
SECTION 8.05. Trustee's Fees and
Expenses............................VIII-3
SECTION 8.06. Eligibility
Requirements for Trustee...................VIII-3
SECTION 8.07. Resignation and
Removal of Trustee.....................VIII-4
SECTION 8.08. Successor
Trustee......................................VIII-5
SECTION 8.09. Merger or
Consolidation of Trustee.....................VIII-5
SECTION 8.10. Appointment of
Co-Trustee or Separate Trustee..........VIII-6
SECTION 8.11. Tax
Matters............................................VIII-7
ARTICLE IX TERMINATION
SECTION 9.01. Termination upon
Liquidation or Purchase of all
Mortgage Loans...........................................IX-2
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SECTION 9.02. Final Distribution on
the Certificates...................IX-2
SECTION 9.03. Additional Termination
Requirements......................IX-3
ARTICLE X MISCELLANEOUS PROVISIONS
SECTION 10.01.
Amendment.................................................X-1
SECTION 10.02.
Recordation of Agreement; Counterparts....................X-2
SECTION 10.03.
Governing Law.............................................X-2
SECTION 10.04.
Intention of Parties......................................X-2
SECTION 10.05.
Notices...................................................X-3
SECTION 10.06.
Severability of Provisions................................X-4
SECTION 10.07.
Assignment................................................X-4
SECTION 10.08.
Limitation on Rights of Certificateholders................X-4
SECTION 10.09.
Inspection and Audit Rights...............................X-5
SECTION 10.10.
Certificates Nonassessable and Fully Paid.................X-5
SECTION 10.11.
[Reserved]................................................X-5
SECTION 10.12.
Protection of Assets......................................X-5
ARTICLE XI EXCHANGE ACT REPORTING
SECTION 11.01.
Filing Obligations.......................................XI-6
SECTION 11.02.
Form 10-D Filings........................................XI-6
SECTION 11.03.
Form 8-K Filings.........................................XI-7
SECTION 11.04.
Form 10-K Filings........................................XI-7
SECTION 11.05.
Sarbanes-Oxley Certification.............................XI-8
SECTION 11.06.
Form 15 Filing...........................................XI-8
SECTION 11.07.
Report on Assessment of Compliance and Attestation.......XI-8
SECTION 11.08.
Use of Subservicers and Subcontractors...................XI-9
SECTION 11.09.
Amendments..............................................XI-10
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 II-C
Representations and Warranties of [Park Monaco Inc.]..S-II-C-1
Schedule II-D
Representations and Warranties of [Park Sienna LLC]...S-II-D-1
Schedule III-A
Representations and Warranties of [Countrywide]
as to 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 III-D
Representations and Warranties of [Park Monaco Inc.]
as to the [Park Monaco Inc.] Mortgage Loans..........S-III-D-1
Schedule III-E
Representations and Warranties of [Park Sienna LLC]
as to the [Park Sienna LLC] Mortgage Loans...........S-III-E-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-I
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EXHIBITS
Exhibit A: Form of
Senior Certificate (excluding Notional
Amount Certificates).......................................A-1
Exhibit B: Form of
Subordinated Certificate...........................B-1
Exhibit C-1: Form of Class A-R
Certificate............................C-1-1
Exhibit C-2: Form of Class P
Certificate..............................C-2-1
Exhibit C-3: Form of Class C
Certificate..............................C-3-1
Exhibit D:
[Reserved].................................................D-1
Exhibit E: Form of
Reverse of Certificates............................E-1
Exhibit F-1: Form of Initial
Certification of Trustee (Initial
Mortgage Loans)..........................................F-1-1
Exhibit F-2: Form of Initial
Certification of Trustee
(Supplemental Mortgage Loans)............................F-2-1
Exhibit G-1: Form of Delay Delivery
Certification of Trustee
(Initial Mortgage Loans).................................G-1-1
Exhibit G-2: Form of Delay Delivery
Certification of Trustee
(Supplemental Mortgage Loans)............................G-2-1
Exhibit H-1: Form of Final
Certification of Trustee
(Initial Mortgage Loans).................................H-1-1
Exhibit H-2: Form of Final
Certification of Trustee (Supplemental
Mortgage Loans)..........................................H-2-1
Exhibit I: Form of
Transfer Affidavit.................................I-1
Exhibit J-1: Form of Transferor
Certificate (Residual)................J-1-1
Exhibit J-2: Form of Transferor
Certificate (Private).................J-2-1
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: Form of
Financial Guaranty Insurance Policy................O-1
Exhibit P: Form of
Supplemental Transfer Agreement....................P-1
Exhibit Q: Standard
& Poor's LEVELS(R) Version 5.6c Glossary
Revised, Appendix E........................................Q-1
Exhibit R: Form of
Corridor Contract..................................R-1
Exhibit S-1: Form of Corridor
Contract Assignment Agreement...........S-1-1
Exhibit S-2: Form of Corridor
Contract Administration Agreement.......S-2-1
Exhibit T: Form of
Officer's Certificate with respect to Prepayments..T-1
Exhibit U: Monthly
Report.............................................U-1
Exhibit V-1: Form of Performance
Certification (Subservicer)..........V-1-1
Exhibit V-2: Form of Performance
Certification (Trustee)..............V-2-1
Exhibit W: Form of
Servicing Criteria to be Addressed in
Assessment of Compliance Statement.........................W-1
Exhibit X: List of
Item 1119 Parties..................................X-1
Exhibit Y: Form of
Sarbanes-Oxley Certification.......................Y-1
iv
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THIS POOLING AND SERVICING AGREEMENT, dated as of ___________,
200_, among CWALT, INC., a Delaware corporation, as depositor
(the
"Depositor"),[Countrywide Home Loans, Inc.] ("[Countrywide]"), a
[New York
corporation], as a seller (a "Seller"), [Park Granada LLC] ("[Park
Granada]"),
a [Delaware limited liability company], as a seller (a "Seller"),
[Park Monaco
Inc.] ("[Park Monaco]"), a [Delaware corporation], as a seller (a
"Seller"),
[Park Sienna LLC] ("[Park Sienna]"), a [Delaware limited liability
company],
as a seller (a "Seller"), [Countrywide Home Loans Servicing LP], a
[Texas
limited partnership], as master servicer (the "Master Servicer"),
and
______________________, a [banking corporation] organized under the
laws of
the State of _______, as trustee (the "Trustee").
WITNESSETH THAT
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby
conveyed to the Trustee in return for the Certificates. The Trust
Fund
(excluding the Credit Comeback Excess Account, the Carryover
Reserve Fund, the
assets held in the Supplemental Loan Account and the Trust Fund's
rights with
respect to payments received under the Corridor Contracts) for
federal income
tax purposes will consist of four REMICs ("REMIC 1", "REMIC 2",
"REMIC 3" and
the "Master REMIC"). Each Certificate, other than the Class A-R
Certificate,
will represent ownership of one or more regular interests in the
Master REMIC
for purposes of the REMIC Provisions. The Class A-R Certificate
represents
ownership of the sole class of residual interest in REMIC 1, REMIC
2, REMIC 3
and the Master REMIC. The Master REMIC will hold as assets the
several classes
of uncertificated REMIC 3 Interests. Each REMIC 3 Interest (other
than the
R-3-R Interest) is hereby designated as a regular interest in REMIC
3. REMIC 3
will hold as assets the several classes of REMIC 2 Interests (other
than the
R-2-R Interest). Each REMIC 2 Interest (other than the R-2-R
Interest) is
hereby designated as a regular interest in REMIC 2. REMIC 2 will
hold as
assets the several classes of REMIC 1 Interests (other than the
R-1-R
Interest). Each REMIC 1 Interest (other than the R-1-R Interest) is
hereby
designated as a regular interest in REMIC 1. REMIC 1 will hold as
assets all
property of the Trust Fund (excluding the Credit Comeback Excess
Account, the
Carryover Reserve Fund, the assets held in the Supplemental Loan
Account and
the Trust Fund's rights with respect to payments received under the
Corridor
Contracts). The latest possible maturity date of all REMIC regular
interests
created in this Agreement shall be the Latest Possible Maturity
Date.
REMIC
1:
The REMIC 1 Interests will have the principal balances,
pass-through rates and Corresponding Loan Groups as set forth
below.
<PAGE>
Initial
Pass-Through
Corresponding
REMIC 1 Interests
Balance
Rate Loan
Group(s)
---------------------------------- ------------ ---------------
---------------
R-1-1-I.......................
(1)
(5)
[1]
R-1-1-S.......................
(2)
(6)
[1]
R-1-2-I.......................
(1)
(5)
[2]
R-1-2-S.......................
(2)
(6)
[2]
R-1-3-I.......................
(1)
(5)
[3]
R-1-3-S.......................
(2)
(6)
[3]
R-1-XF........................
(3)
(7)
[1]
R-1-XV........................
(3)
(7)
[2 and 3]
R-1-R.........................
(4)
(4)
N/A
_______________
(1) The
principal balance of each REMIC 1 Interest having an "I"
designation
is the
principal balance of all the Initial Mortgage Loans in the
Corresponding Loan Group.
(2) The
principal balance of each REMIC 1 Interest having an "S"
designation
is the
principal balance of all the Supplemental Mortgage Loans in the
Corresponding Loan Group.
(3) This REMIC 1
Interest pays no principal.
(4) The R-1-R
Interest is the sole class of residual interest in REMIC 2. It
has no
principal balance and pays no principal or interest.
(5) The interest
rate for this REMIC 1 Interest with respect to any
Distribution Date (and the related Interest Accrual Period) through
the
Distribution Date in ________ 200_ is a per annum rate equal to
the
weighted
average of the Adjusted Net Mortgage Rates of the Initial
Mortgage
Loans in the Corresponding Loan Group. For any Distribution
Date (and
the related Interest Accrual Period) following the
Distribution Date in ________ 200_, the interest rate for this
REMIC 1
Interest
is a per annum rate equal to the weighted average of the
Adjusted
Net Mortgage Rates of all the Mortgage Loans in the
Corresponding Loan Group.
(6) The interest
rate for this REMIC 1 Interest with respect to any
Distribution Date (and the related Interest Accrual Period) through
the
Distribution Date in ________ 200_ is a per annum rate equal to
_____%.
For any
Distribution Date (and the related Interest Accrual Period)
following
the Distribution Date in ________ 200_, the interest rate for
this REMIC
1 Interest is a per annum rate equal to the weighted average
of the
Adjusted Net Mortgage Rates of all the Mortgage Loans in the
Corresponding Loan Group.
(7) For any
Distribution Date (and the related Interest Accrual Period)
through
the Distribution Date in ________ 200_, this REMIC 1 Interest
is
entitled
to all the interest payable with respect to the Supplemental
Mortgage
Loans in the Corresponding Loan Group (or Groups). For any
Distribution Date (and the related Interest Accrual Period)
following
the
Distribution Date in ________ 200_, the interest rate for this
REMIC
1 Interest
is a per annum rate equal to ____%.
On each
Distribution Date, the Interest Funds and the Principal
Distribution Amount of the Corresponding Loan Groups shall be
distributed with
respect to the REMIC 1 Interests in the following manner:
2
<PAGE>
(1)
Interest. Interest is to be distributed with respect to each REMIC
1
Interest at the rate, or according to the formulas, described
above.
(2)
Principal. For any Distribution Date (and the related Interest
Accrual Period) through the Distribution Date in ________ 200_, the
Principal
Distribution Amount with respect to the Initial Mortgage Loans in a
Loan Group
shall be allocated to its corresponding "I" REMIC 1 Interests, and
the
Principal Distribution Amount with respect to the Supplemental
Mortgage Loans
in a Loan Group shall be allocated to its corresponding "S" REMIC 1
Interests.
For any Distribution Date (and the related Interest Accrual Period)
after the
Distribution Date in ________ 200_, the Principal Distribution
Amount with
respect to all Mortgage Loans in a Loan Group shall be allocated in
proportion
to its corresponding REMIC 1 Interests.
REMIC
2:
The REMIC 2 Interests will have the principal balances,
pass-through rates and Corresponding Loan Groups as set forth
below. For the
purpose of the descriptions that follow, (1) Loan Group [1] and the
REMIC 2
Interests that correspond to Loan Group [1] are referred to, from
time to
time, as the "Fixed Loan Group" and the "Fixed Interests,"
respectively, and
(2) Loan Group [2] and Loan Group [3] and the REMIC 2 Interests
corresponding
to Loan Group [2] and Loan Group [3] are referrred to, from time to
time, as
the "Variable Loan Groups" and the "Variable Interests,"
respectively.
Initial
Pass-Through
Corresponding
REMIC 2 Interests
Balance
Rate
Loan Group
---------------------------------- ------------ ---------------
---------------
R-2-F ............................ (1)
(2)
[1]
R-2-A-2 ([0.9]% of SCB Group [2]). (3)
(4)
[2]
R-2-B-2 ([0.1]% of SCB Group [2]). (3)
(4)
[2]
R-2-C-2 ([0.9]% of ASCB Group [2]) (3)
(4)
[2]
R-2-D-2 ([0.1]% of ASCB Group [2]) (3)
(4)
[2]
R-2-E-2 (Excess of Group [2])..... (3)
(4)
[2]
R-2-A-3 ([0.9]% of SCB Group [3]). (3)
(5)
[3]
R-2-B-3 ([0.1]% of SCB Group [3]). (3)
(5)
[3]
R-2-C-3 ([0.9]% of ASCB Group [3]) (3)
(5)
[3]
R-2-D-3 ([0.1]% of ASCB Group [3]) (3)
(5)
[3]
R-2-E-3 (Excess of Group [3])..... (3)
(5)
[3]
R-2-[PF].......................... $[100]
(6)
N/A
R-2-[PV].......................... $[100]
(7)
N/A
R-2-R............................. (8)
(8)
N/A
R-2-XF............................ (9)
(10)
N/A
R-2-XV............................ (9)
(11)
N/A
_______________
(1) The Class F
Interest will have a principal balance equal to the
principal
balance of the R-1-1-I and R-1-1-S Interests.
(2) A rate equal
to the weighted average of the pass-through rates of the
R-1-1-I
and R-1-1-S Interests (the "Loan Group [1] Net Rate Cap").
3
<PAGE>
(3) With respect
to the Variable Interests, each REMIC 2 Interest having an
"R-2-A-"
designation (each, an "R-2-A Interest") will have a principal
balance
initially equal to [0.9]% of the Subordinate Component Balance
("SCB") of
its Corresponding Loan Group. Each REMIC 2 Interest having an
"R-2-B-"
designation (each, an "R-2-B Interest") will have a principal
balance
initially equal to [0.1]% of the SCB of its Corresponding Loan
Group.
Each REMIC 2 Interest having an "R-2-C-" designation (each, an
"R-2-C
Interest") will have a principal balance initially equal to
[0.9]% of
the Adjusted Subordinated Component Balance ("ASCB") of its
Corresponding Loan Group. Each REMIC 2 Interest having an
"R-2-D-"
designation (each, an "R-2-D Interest") will have a principal
balance
initially
equal to [0.1]% of the ASCB of its Corresponding Loan Group.
The
initial principal balance of each REMIC 2 Interest having an
"R-2-E-"
designation (each, an "R-2-E Interest") will equal the excess
of its
Corresponding Loan Group over the initial aggregate principal
balances
of the R-2-A, R-2-B, R-2-C and R-2-D Interests corresponding to
such Loan
Group.
(4) A rate equal
to the weighted average of the pass-through rates of the
R-1-2-I
and R-1-2-S Interests (the "Loan Group [2] Net Rate Cap").
(5) A rate equal
to the weighted average of the pass-through rates of the
R-1-3-I
and R-1-3-S Interests (the "Loan Group [3] Net Rate Cap").
(6) The R-2-PF
Interest is entitled to all Prepayment Charges collected with
respect to
the Mortgage Loans in Group [1]. It pays no interest.
(7) The R-2-PV
Interest is entitled to all Prepayment Charges collected with
respect to
the Mortgage Loans in Loan Group [2] and Loan Group [3]. It
pays no
interest.
(8) The R-2-R
Interest is the sole class of residual interest in REMIC 2. It
has no
principal balance and pays no principal or interest.
(9) This REMIC 2
Interest pays no principal.
(10) This REMIC 2
Interest is entitiled to all amounts payable with respect
to the
R-1-XF Interest.
(11) This REMIC 2
Interest is entitiled to all amounts payable with respect
to the R-1-XV
Interest.
On each Distribution Date, the Interest Funds and the Principal
Distribution Amounts payable with respect to the REMIC 1 Interests
shall be
payable with respect to the REMIC 2 Interests in the following
manner:
(1) Interest. Interest
is to be distributed with respect to each REMIC 2
Interest at the rate, or according to the formulas, described
above.
(2)
Principal. All Principal Distribution Amounts arising with
respect
to Loan Group [1] shall be allocated to the Fixed Interests.
4
<PAGE>
(3)
Principal if no Cross-Over Situation Exists. If no Cross-Over
Situation exists with respect to any Variable Interest, then the
Principal
Distribution Amounts payable with respect to each Variable Loan
Group will be
payable: first to cause the Variable Loan Group's corresponding
R-2-A, R-2-B,
R-2-C and R-2-D Interests to equal, respectively, [0.9]% of the
SCB, [0.1]% of
the SCB, [0.9]% of the ASCB and [0.1]% of the ASCB, of the
Corresponding Loan
Group, and then to the corresponding R-2-E Interest.
(4)
Principal if a Cross-Over Situation Exists. If a Cross-Over
Situation exists with respect to the R-2-A and R-2-B Interests
then:
(a) if the
Calculation Rate in respect of the outstanding R-2-A and
R-2-B Interests is less than the Adjustable Rate Subordinate Net
Rate Cap,
Principal Relocation Payments will be made proportionately to the
outstanding
R-2-A Interests prior to any other principal distributions from
each such
Variable Loan Group; and
(b) if the
Calculation Rate in respect of the outstanding R-2-A and
R-2-B Interests is greater than the Adjustable Rate Subordinate Net
Rate Cap,
Principal Relocation Payments will be made proportionately to the
outstanding
R-2-B Interests prior to any other principal distributions from
each such
Variable Loan Group.
In each case, Principal Relocation Payments will be made so as to
cause the
Calculation Rate in respect of the outstanding R-2-A and R-2-B
Interests to
equal the Adjustable Rate Subordinate Net Rate Cap. With respect to
each
Variable Loan Group, if (and to the extent that) the sum of (a) the
principal
payments comprising the Principal Distribution Amount payable for
the related
Distribution Date and (b) the Realized Losses, are insufficient to
make the
necessary reductions of principal on the R-2-A and R-2-B Interests,
then
interest will be added to the Variable Loan Group's R-2-E
Interest.
(c) The outstanding aggregate R-2-A and R-2-B Interests for both
Variable Loan
Groups will not be reduced below 1 percent of the excess of (i) the
aggregate
outstanding Stated Principal Balances of all Variable Loan Groups
as of the
end of any Due Period over (ii) the Senior Certificates related to
the
Variable Loan Groups as of the related Distribution Date (after
taking into
account distributions of principal on such Distribution Date).
If (and to the extent that) the limitation in paragraph (c)
prevents the
distribution of principal to the R-2-A and R-2-B Interests of a
Variable Loan
Group, and if the Variable Loan Group's corresponding R-2-E
Interest has
already been reduced to zero, then the excess principal from that
Variable
Loan Group will be paid to the R-2-E Interest of the other Variable
Loan
Group, the aggregate R-2-A and R-2-B Interests of which are less
than one
percent of the Subordinate Component Balance. If the Variable Loan
Group of
the corresponding R-2-E Interest that receives such payment has a
Group Net
Rate Cap below the Group Net Rate Cap of the Variable Loan Group
making the
payment, then the payment will be treated by REMIC 2 as a Realized
Loss.
Conversely, if the Variable Loan Group of the R-2-E Interest that
receives
such payment has a Group Net Rate Cap above the Group Net Rate Cap
of the
Variable Loan Group making the payment, then the payment will be
treated by
REMIC 2 as a reimbursement for prior Realized Losses.
If a Cross-Over Situation exists with respect to the R-2-C and
R-2-D Interests
then:
5
<PAGE>
(d) if the
Calculation Rate in respect of the outstanding R-2-C and
R-2-D Interests is less than the Adjusted Subordinate Net Rate Cap,
Principal
Relocation Payments will be made proportionately to the R-2-C
Interests prior
to any other principal distributions from each such Variable Loan
Group; and
(e) if the
Calculation Rate in respect of the outstanding R-2-C and
R-2-D Interests is greater than the Adjusted Subordinate Net Rate
Cap,
Principal Relocation Payments will be made proportionately to the
outstanding
R-2-D Interests prior to any other principal distributions from
each such
Variable Loan Group.
In each case, Principal Relocation Payments will be made so as to
cause the
Calculation Rate in respect of the outstanding R-2-C and R-2-D
Interests to
equal the Adjusted Subordinate Net Rate Cap. With respect to each
Variable
Loan Group, if (and to the extent that) the sum of (a) the
principal payments
comprising the Principal Distribution Amount payable for the
related
Distribution Date and (b) the Realized Losses, are insufficient to
make the
necessary reductions of principal on the R-2-C and R-2-D Interests,
then
interest will be added to the Variable Loan Group's R-2-E
Interest.
(f) The
outstanding aggregate R-2-C and R-2-D Interests for all
Variable
Loan Groups will not be reduced below 1 percent of the excess of
(i) the
aggregate outstanding Stated Principal Balances of all Variable
Loan Groups as
of the end of any Due Period over (ii) the Senior Certificates
related to the
Variable Loan Groups as of the related Distribution Date (after
taking into
account distributions of principal on such Distribution Date).
If (and to the extent that) the limitation in paragraph (f)
prevents the
distribution of principal to the R-2-C and R-2-D Interests of a
Variable Loan
Group, and if the Variable Loan Group's R-2-E Interest has already
been
reduced to zero, then the excess principal from that Variable Loan
Group will
be paid to the R-2-E Interests of the other Variable Loan Group,
the aggregate
R-2-C and R-2-D Interests of which are less than one percent of the
Adjusted
Subordinate Component Balance. If the Variable Loan Group of the
R-2-E
Interest that receives such payment has a Group Net Rate Cap below
the Group
Net Rate Cap of the Variable Loan Group making the payment, then
the payment
will be treated by REMIC 2 as a Realized Loss. Conversely, if the
Variable
Loan Group of the R-2- E Interest that receives such payment has a
Group Net
Rate Cap above the Group Net Rate Cap of the Variable Loan Group
making the
payment, then the payment will be treated by REMIC 2 as a
reimbursement for
prior Realized Losses.
6
<PAGE>
REMIC
3:
The REMIC 3 Regular Interests will have the principal balances,
pass-through
rates and Corresponding Classes of Certificates as set forth in the
following
table:
--------------------------------------------------------------------------------
Corresponding
Initial Principal Pass-Through
Class of
REMIC 3 Interests
Balance
Rate
Certificates
--------------------------------------------------------------------------------
R-3-[AF-1A].........
(1)
(2)
[AF-1A]
--------------------------------------------------------------------------------
R-3-[AF-1B].........
(1)
(2)
[AF-1B]
--------------------------------------------------------------------------------
R-3-[AF-2]..........
(1)
(2)
[AF-2]
--------------------------------------------------------------------------------
R-3-[AF-3]..........
(1)
(2)
[AF-3]
--------------------------------------------------------------------------------
R-3-[AF-4]..........
(1)
(2)
[AF-4]
--------------------------------------------------------------------------------
R-3-[AF-5A].........
(1)
(2)
[AF-5A]
--------------------------------------------------------------------------------
R-3-[AF-5B].........
(1)
(2)
[AF-5B]
--------------------------------------------------------------------------------
R-3-[AF-__].........
(1)
(2)
[AF-__]
--------------------------------------------------------------------------------
R-3-[MF-1]..........
(1)
(2)
[MF-1]
--------------------------------------------------------------------------------
R-3-[MF-2]..........
(1)
(2)
[MF-2]
--------------------------------------------------------------------------------
R-3-[MF-3]..........
(1)
(2)
[MF-3]
--------------------------------------------------------------------------------
R-3-[MF-__].........
(1)
(2)
[MF-__]
--------------------------------------------------------------------------------
R-3-[MF-__].........
(1)
(2)
[MF-__]
--------------------------------------------------------------------------------
R-3-[BF]............
(1)
(2)
[BF]
--------------------------------------------------------------------------------
R-3-[PF]............
$[100]
(3)
[PF]
--------------------------------------------------------------------------------
R-3-F-Accrual.......
(1)
(2)
N/A
--------------------------------------------------------------------------------
R-3-[2-AV-1]........
(4)
(5)
[2-AV-1]
--------------------------------------------------------------------------------
R-3-[2-AV-2]........
(4)
(5)
[2-AV-2]
--------------------------------------------------------------------------------
R-3-[2-AV-__].......
(4)
(5)
[2-AV-__]
--------------------------------------------------------------------------------
R-3-[3-AV-1]........
(4)
(6)
[3-AV-1]
--------------------------------------------------------------------------------
R-3-[3-AV-2]........
(4)
(6)
[3-AV-2]
--------------------------------------------------------------------------------
R-3-[3-AV-__].......
(4)
(6)
[3-AV-__]
--------------------------------------------------------------------------------
R-3-[MV-1]..........
(4)
(7)
[MV-1]
--------------------------------------------------------------------------------
R-3-[MV-2]..........
(4)
(7)
[MV-2]
--------------------------------------------------------------------------------
R-3-[MV-3]..........
(4)
(7)
[MV-3]
--------------------------------------------------------------------------------
R-3-[MV-__].........
(4)
(7)
[MV-__]
--------------------------------------------------------------------------------
R-3-[MV-__].........
(4)
(7)
[MV-__]
--------------------------------------------------------------------------------
R-3-[BV]............
(4)
(7)
[BV]
--------------------------------------------------------------------------------
R-3-$[100]..........
$[100]
(8)
A-R
--------------------------------------------------------------------------------
R-3-V-Accrual.......
(4)
(9)
N/A
--------------------------------------------------------------------------------
R-3-[PV]............
$[100]
(10)
[PV]
--------------------------------------------------------------------------------
R-3-R...............
(11)
(11)
N/A
--------------------------------------------------------------------------------
R-3-XF..............
(12)
(13)
[CF]
--------------------------------------------------------------------------------
R-3-XV..............
(12)
(14)
[CV]
--------------------------------------------------------------------------------
(1) This REMIC 3 Interest has a principal balance that is initially
equal to
[50]% of its Corresponding Certificate Class issued by the Master
REMIC.
Principal payments, both scheduled and prepaid, Realized Losses,
Subsequent
Recoveries and interest accruing on the R-3-F-Accrual Interest will
be
allocated to this class to maintain its size relative to its
Corresponding
Certificate Class (that is, [50]%) with any excess payments of
principal,
Realized Losses and Subsequent Recoveries being allocated to the
R-3-F-Accrual
Interest in such manner as to cause the principal balance of the
R-3-F-Accrual
Interest to have a
7
<PAGE>
principal balance equal to (a) [50]% of the Loan Group [1]
principal balance
plus (b) [50]% of the Fixed Rate Overcollateralized Amount for
such
Distribution Date.
(2) The pass-through rate with respect to any Distribution Date
(and the
related Interest Accrual Period) for this REMIC 3 Interest is a per
annum rate
equal to the Loan Group [1] Net Rate Cap.
(3) The R-3-[PF] Interest is entitled to all amounts collected with
respect to
the R-2-[PF] Interest. It pays no interest.
(4)This REMIC 3 Interest has a principal balance that is initially
equal to
[50]% of its Corresponding Certificate Class issued by the Master
REMIC.
Principal payments, both scheduled and prepaid, Realized Losses,
Subsequent
Recoveries and interest accruing on the R-3-V-Accrual Interest will
be
allocated to this class to maintain its size relative to its
Corresponding
Certificate Class (that is, [50]%) with any excess payments of
principal,
Realized Losses and Subsequent Recoveries being allocated to the
R-3-V-Accrual
Interest in such manner as to cause the principal balance of the
R-3-V-Accrual
Interest to have a principal balance equal to (a) [50]% of the Loan
Group [2]
and Loan Group [3] principal balances plus (b) [50]% of the
Adjustable Rate
Overcollateralized Amount for such Distribution Date.
(5) The pass-through rate with respect to any Distribution Date
(and the
related Interest Accrual Period) for this REMIC 3 Interest is a per
annum rate
equal to the Loan Group [2] Net Rate Cap.
(6) The pass-through 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 Loan Group [3] Net Rate Cap.
(7) The pass-through 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 Adjusted Subordinate Net Rate Cap. For federal income
tax
purposes the Adjusted Subordinate Net Rate Cap will equal the
Calculation Rate
with respect to the R-2-C and R-2-D Interests.
(8) This REMIC 3 Interest pays no interest.
(9) The pass-through 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 of (i) the Loan Group [2] Net Rate
Cap and (ii)
the Loan Group [3] Net Rate Cap (the "Loan Group [2]/3 Net Rate
Cap").
(10) The R-3-PV Interest is entitled to all amounts collected with
respect to
the R-2-PV Interest. It pays no interest.
(11) The R-3-R Interest is the sole class of residual interest in
REMIC 3. It
has no principal balance and pays no principal or interest.
(12) This REMIC 3 Interest pays no principal.
(13) This REMIC 3 Interest is entitled to all amounts payable with
respect to
the R-2-XF Interest.
(14) This REMIC 3 Interest is entitled to all amounts payable with
respect to
the R-2-XV Interest.
8
<PAGE>
On each
Distribution Date, the Interest Funds and the Principal
Distribution Amount payable with respect to the REMIC 2 Interests
shall be
payable with respect to the REMIC 3 Interests in the following
manner:
(1)
Interest. Interest is to be distributed with respect to each REMIC
3
Interest at the rate, or according to the formulas, described
above.
(2)
Principal. Principal Distribution Amounts shall be allocated
among
the REMIC 3 Interests in the same manner that such items are
allocated among
their corresponding Certificate Classes.
9
<PAGE>
The following table specifies the class designation, interest
rate, and principal amount for each class of Master REMIC
Interest:
Original Class
Class
Certificate Balance Pass-Through Rate
---------------------------------- ---------------------
-------------------
Class [AF-1A] ...................
$__________
(1)
Class [AF-1B] ...................
$__________
(1)
Class [AF-2].....................
$__________
(1)
Class [AF-3].....................
$__________
(1)
Class [AF-4] ....................
$__________
(1)
Class [AF-5A] ...................
$__________
(1)
Class [AF-5B] ...................
$__________
(1)
Class [AF-__] ...................
$__________
(1)
Class [MF-1].....................
$__________
(1)
Class [MF-2].....................
$__________
(1)
Class [MF-3].....................
$__________
(1)
Class [MF-__]....................
$__________
(1)
Class [MF-__]....................
$__________
(1)
Class [BF].......................
$__________
(1)
Class [2-AV-1]...................
$__________
(1)
Class [2-AV-2]...................
$__________
(1)
Class [2-AV-__]..................
$__________
(1)
Class [3-AV-1]...................
$__________
(1)
Class [3-AV-2]...................
$__________
(1)
Class [3-AV-__]..................
$__________
(1)
Class [MV-1].....................
$__________
(1)
Class [MV-2].....................
$__________
(1)
Class [MV-3].....................
$__________
(1)
Class [MV-__]....................
$__________
(1)
Class [MV-__]....................
$__________
(1)
Class [BV].......................
$__________
(1)
Class [CF].......................
(2)
(3)
Class [CV].......................
(2)
(4)
Class [PF].......................
$[100]
(5)
Class [PV].......................
$[100]
(5)
Class A-R........................
$[100]
(6)
(1) The
Certificates will accrue interest at the related Pass-Through
Rates
identified
in this Agreement. For federal income tax purposes, the pass
through
rate in respect of (i) each of the Class [AF] (other than the
Class
[AF-5B] Certificates), Class MF and Class [BF] Certificates
will
be subject
to a cap equal to the Loan Group [1] Net Rate Cap, (ii) the
Class
[AF-5B] Certificates will be subject to a cap equal to the Loan
Group [1]
Net Rate Cap minus the Class [AF-5B] Policy Premium Rate),
(iii) the
Class [2-AV] Certificates will be subject to a cap equal to
the Loan
Group [2] Net Rate Cap, (iv) the Class [3-AV] Certificates will
be subject
to a cap equal to the Loan Group [3] Net Rate Cap, and (v)
the Class
MV Certificates and the Class [BV] Certificates will be
subject to
a cap equal to the Adjusted Subordinate Net Rate Cap. Any
entitlement of any class of Certificates to Net Rate Carryover will
be
treated as
paid by the Master REMIC to the Class [CF] Certificates, in
the case
of the Class [AF] Certificates, the Class MF Certificates and
the Class
[BF] Certificates, and to the Class [CV] Certificates, in the
case of
the Class [AV] Certificates, the Class MV Certificates and the
Class [BV]
Certificates, and then
10
<PAGE>
paid to
such Class of Certificates pursuant to a limited recourse cap
contract
as described in Section 8.11 herein.
(2) The Class
[CF] and Class [CV] Certificates will have Class Certificate
Balances
equal to the Fixed Rate Overcollateralized Amount and
Adjustable
Rate Overcollateralized Amount, respectively.
(3) For each
Interest Accrual Period the Class [CF] Certificates are
entitled
to an amount (the "Class [CF] Distributable Amount") equal to
the sum of
(a) the interest payable on the R-3-XF Interests and (b) a
specified
portion of the interest on the REMIC 1 Group [1] "I" and "S"
Interests
equal to the excess of the Loan Group [1] Net Rate Cap over
the product of
two and the weighted average interest rate of the REMIC 3
Regular
Interests having an "F" designated in the column entitled
"REMIC
3
Interests" (other than the R-3-PF and R-3-XF Interests) with each
such
Class
other than the R-3-F-Accrual Interest, subject to a cap equal
to
the
Pass-Through Rate of the Corresponding Master REMIC Class and
the
R-3-F-Accrual Interest subject to a cap of [0.00]%. The
Pass-Through
Rate of
the Class [CF] Certificates shall be a rate sufficient to
entitle it
to all interest accrued on the REMIC 1 Group [1] "I" and "S"
Interests
less the interest accrued on the other F Class interests
issued by
the Master REMIC. The Class [CF] Distributable Amount for any
Distribution
Date is payable from current interest on the Group [1]
Mortgage
Loans.
(4) For each
Interest Accrual Period the Class [CV] Certificates are
entitled
to an amount (the "Class [CV] Distributable Amount") equal to
the sum of
(a) the interest payable on the R-3-XV Interests and (b) a
specified
portion of the interest on the REMIC 1 Group [2] and Group [3]
"I" and
"S" Interests equal to the excess of the Loan Group [2]/3 Net
Rate Cap
over the product of two and the weighted average interest rate
of the
REMIC 3 Regular Interests having an "V" designated in the
column
entitled
"REMIC 3 Interests" (other than the R-3-PV and R-3-XV
Interests)
with each such Class other than the R-3-V-Accrual Interest,
subject to
a cap equal to the Pass-Through Rate of the Corresponding
Master
REMIC Class and the R-3-V-Accrual Interest subject to a cap of
[0.00]%.
The Pass-Through Rate of the Class [CV] Certificates shall be a
rate
sufficient to entitle it to all interest accrued on the REMIC 1
Group [2]
and Group [3] "I" and "S" Interests less the interest accrued
on the
other V Class interests issued by the Master REMIC . The Class
[CV]
Distributable Amount for any Distribution Date is payable from
current
interest on the Group [2] and Group [3] Mortgage Loans.
(5) For each
Distribution Date the Class [PF] and Class [PV] Certificates
are
entitled to all Prepayment Charges distributed with respect to
the
R-3-PF and
R-3-PV Interests, respectively.
(6) The Class
A-R Certificates represent the sole class of residual interest
in each
REMIC created hereunder. The Class A-R Certificates are not
entitled
to distributions of interest.
The foregoing REMIC structure is intended to cause all of the
cash
from the Mortgage Loans to flow through to the Master REMIC as cash
flow on a
REMIC regular interest, without creating any shortfall--actual or
potential
(other than for credit losses) to any REMIC regular interest. It is
not
intended that the Class A-R be entitled to any cash flows pursuant
to this
agreement except as provided in Sections 4.02(a)(1)(ii) and (iv)(y)
hereunder,
(that is, its entitlement to $[100] in the waterfall).
11
<PAGE>
Set forth
below are designations of Classes or Components of
Certificates and other defined terms to the categories used
herein:
Accretion Directed Certificates. None.
Accretion Directed Components... None.
Accrual Certificates............ None.
Accrual Components.............. None.
Adjustable Rate Certificates.... The Class [AF-1A], Class [2-AV-1],
Class
[2-AV-2], Class [2-AV-__], Class [3-AV-1],
Class [3-AV-2] and Class [3-AV-__]
Certificates and the Adjustable Rate
Subordinate Certificates.
Adjustable Rate Subordinate
Certificates.................... The Class [MV-1], Class [MV-2],
Class [MV-3],
Class [MV-__], Class [MV __] and Class [BV]
Certificates.
Book-Entry Certificates......... All Classes of Certificates other
than the
Physical Certificates.
COFI Certificates............... None.
Combined Certificates........... None.
Component Certificates.......... None.
Components...................... For purposes of calculating
distributions of
principal and/or interest, the Component
Certificates, if any, will be comprised of
multiple payment components having the
designations, Initial Component Balances or
Notional Amounts, as applicable, and
Pass-Through Rates set forth below:
Initial
Component
Pass-Through
Designation Balance
Rate
----------- --------- ------------
N/A
N/A
N/A
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; until an ERISA-Qualifying
Underwriting has occurred with respect to
such Class and any Certificate of a Class
that ceases to satisfy the applicable rating
requirement under the Underwriter's
Exemption.
Fixed Rate Certificates......... The Class [AF-1B], Class [AF-2],
Class [AF-3],
Class [AF-4], Class [AF-5A], Class [AF-5B]
and Class [AF-__] Certificates and the
Adjustable Rate Subordinate Certificates.
Fixed Rate Subordinate
12
<PAGE>
Certificates.................... The Class [MF-1], Class [MF-2],
Class [MF-3],
Class [MF-__], Class [MF- __] and Class [BF]
Certificates.
Floating Rate Certificates...... The Adjustable Rate
Certificates.
Inverse Floating Rate
Certificates.
None.
LIBOR Certificates.............. Floating Rate Certificates and
Inverse Floating
Rate Certificates.
Non-Delay Certificates.......... LIBOR Certificates.
Notional Amount Certificates.... None.
Notional Amount Components...... None.
Offered Certificates............ All Classes of Certificates other
than the
Private Certificates.
Physical Certificates........... Private Certificates and the
Residual
Certificates.
Planned Principal Classes....... None.
Principal Only Certificates..... None.
Private Certificates............ Class [BF], Class [BV], Class
[PF], Class [PV],
Class [CF] and Class [CV] Certificates.
Rating Agencies................. _____________ and ________.
Regular Certificates............ All Classes of Certificates, other
than the
Residual Certificates.
Residual Certificates........... Class A-R Certificates.
Scheduled Principal Classes..... None.
Senior Certificates............. Class [AF-1A], Class [AF-1B],
Class [AF-2],
Class [AF-3], Class [AF-4], Class [AF-5A],
Class [AF-5B], Class [AF-__] Class [2-AV-1],
Class [2-AV-2], Class [2-AV-__], Class
[3-AV-1], Class [3-AV-2], Class [3-AV-__] and
Class A-R Certificates.
Subordinated Certificates ...... The Adjustable Rate Subordinate
Certificates
and the Fixed Rate Subordinate Certificates.
Targeted Principal Classes...... None.
Underwriter(s)..................
_______________________________.
With respect to any of the foregoing designations as to which
the
corresponding reference is "None," all defined terms and provisions
herein
relating solely to such designations shall be of no force or
effect, and any
calculations herein incorporating references to such designations
shall be
interpreted without reference to such designations and amounts.
Defined terms
and provisions herein relating to statistical rating agencies not
designated
above as Rating Agencies shall be of no force or effect.
13
<PAGE>
If the aggregate Stated Principal Balance of the Initial
Mortgage
Loans on the Closing Date is equal to or greater than the aggregate
Class
Certificate Balance of the Certificates as of such date, all
references herein
to "Aggregate Supplemental Purchase Amount", "Aggregate
Supplemental Transfer
Amount", "Capitalized Interest Account", "Capitalized Interest
Requirement",
"Conveyance Period", "Conveyance Period Distribution Date",
"Supplemental
Amount", "Supplemental Cut-off Date", "Supplemental Loan
Account",
"Supplemental Mortgage Loan", "Supplemental Transfer Agreement"
and
"Supplemental Transfer Date" shall be of no force or effect and all
provisions
herein related thereto shall similarly be of no force or
effect.
14
<PAGE>
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.
Additional Designated Information: As defined in Section 11.02.
Adjustable Rate Certificates: The Class [AF-1A] Certificates,
the
Class [AV] Certificates and the Adjustable Rate Subordinate
Certificates.
Adjustable Rate Cumulative Loss Trigger Event: With respect to
a
Distribution Date on or after the Adjustable Rate Stepdown Date, an
Adjustable
Rate Cumulative Loss Trigger Event occurs if (x) the aggregate
amount of
Realized Losses on the Mortgage Loans in Loan Group [2] and Loan
Group [3]
from the Cut-off Date for each such Mortgage Loan to (and
including) the last
day of the related Due Period (reduced by the aggregate amount of
any
Subsequent Recoveries related to the Mortgage Loans in Loan Group
[2] and Loan
Group [3] received through the last day of that Due Period) exceeds
(y) the
applicable percentage, for such Distribution Date, of the sum of
the aggregate
Cut-off Date Principal Balance of the Initial Mortgage Loans in
Loan Group [2]
and Loan Group [3], the Group [2] Supplemental Amount and the Group
[3]
Supplemental Amount, as set forth below:
Distribution Date
Percentage
-----------------
----------
_____ 200_ -- _____ 200_.......... _____% with respect to
______ 200_, plus an
additional 1/12th of ____%
for each month thereafter
through ______ 200_
_____ 200_ -- _____ 200_.......... _____% with respect to
______ 200_, plus an
additional 1/12th of ____%
for each month thereafter
through ______ 200_
_____ 200_ -- _____ 200_.......... _____% with respect to
______ 200_, plus an
additional 1/12th of ____%
for each month thereafter
through ______ 200_
_____ 200_ and thereafter........ ____%
I-1
<PAGE>
Adjustable Rate Delinquency Trigger Event: With respect to any
Distribution Date on or after the Adjustable Rate Stepdown Date, an
Adjustable
Rate Delinquency Trigger Event exists if the Rolling [Sixty-Day]
Delinquency
Rate for Outstanding Mortgage Loans in Loan Group [2] and Loan
Group [3]
equals or exceeds the product of (x) the Adjustable Rate Senior
Enhancement
Percentage for such Distribution Date and (y) the applicable
percentage listed
below for the most senior class of outstanding Class [AV]
Certificates and
Adjustable Rate Subordinate Certificates:
Class
Percentage
Class AV.............. _____%
Class [MV-1].......... _____%
Class [MV-2].......... _____%
Class [MV-3].......... _____%
Class [MV-4].......... _____%
Class [MV-__]......... _____%
Class [MV-__]......... _____%
Class [BV]............ _____%
Adjustable Rate Excess Overcollateralization Amount: With
respect
to any Distribution Date, an amount equal to the excess, if any, of
the
Adjustable Rate Overcollateralized Amount for such Distribution
Date over the
Adjustable Rate Overcollateralization Target Amount for such
Distribution
Date.
Adjustable Rate Loan Group Excess Cashflow: With respect to any
Distribution Date the sum of (i) the amount remaining after the
distribution
of interest to Certificateholders for such Distribution Date
pursuant to
Section 4.02(b)(iii)(j), (ii) the amount remaining after the
distribution of
principal to Certificateholders for such Distribution Date,
pursuant to
Section 4.02(d)(1)(B)(x) or 4.02(d)(2)(K) and (iii) the Adjustable
Rate
Overcollateralization Reduction Amount for such Distribution Date,
if any.
Adjustable Rate Mortgage Loans: The Mortgage Loans identified
in
the Mortgage Loan Schedule as having a Mortgage Rate which is
adjustable in
accordance with the terms of the related Mortgage Note.
Adjustable Rate OC Floor: For any Distribution Date, an amount
equal to ____% of the sum of the aggregate Cut-off Date Principal
Balance of
the Initial Mortgage Loans in Loan Group [2] and Loan Group [3],
the Group [2]
Supplemental Amount and the Group [3] Supplemental Amount.
Adjustable Rate Overcollateralization Deficiency Amount: With
respect to any Distribution Date, the amount, if any, by which the
Adjustable
Rate Overcollateralization Target Amount exceeds the Adjustable
Rate
Overcollateralized Amount on such Distribution Date (after giving
effect to
distribution of the Principal Distribution Amount (other than the
portion
thereof consisting of the Extra Principal Distribution Amount) for
Loan Group
[2] and Loan Group [3] on such Distribution Date).
Adjustable Rate Overcollateralization Reduction Amount: With
respect to any Distribution Date, an amount equal to the lesser of
(i) the
Adjustable Rate Excess Overcollateralization Amount for such
Distribution Date
and (ii) the aggregate Principal Remittance Amount for Loan Group
[2] and Loan
Group [3] for such Distribution Date.
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<PAGE>
Adjustable Rate Overcollateralization Target Amount: With
respect
to any Distribution Date (a) prior to the Adjustable Rate Stepdown
Date, an
amount equal to ___% of the sum of the aggregate Cut-off Date
Principal
Balance of the Initial Mortgage Loans in Loan Group [2] and Loan
Group [3],
the Group [2] Supplemental Amount and the Group [3] Supplemental
Amount and
(b) on or after the Adjustable Rate Stepdown Date, the greater of
(i) an
amount equal to ____% of the aggregate Stated Principal Balance of
the
Mortgage Loans in Loan Group [2] and Loan Group [3] for the
current
Distribution Date and (ii) the Adjustable Rate OC Floor; provided,
however,
that if an Adjustable Rate Trigger Event is in effect on any
Distribution
Date, the Adjustable Rate Overcollateralization Target Amount will
be the
Adjustable Rate Overcollateralization Target Amount as in effect
for the prior
Distribution Date.
Adjustable Rate Overcollateralized Amount: With respect to any
Distribution Date, the amount, if any, by which (x) the sum of the
aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group [2]
and Loan
Group [3] for such Distribution Date and any amount on deposit in
the
Supplemental Loan Account in respect of Loan Group [2] and Loan
Group [3]
exceeds (y) the sum of the aggregate Class Certificate Balance of
the Class
[AV] Certificates and the Adjustable Rate Subordinate Certificates
as of such
Distribution Date (after giving effect to distribution of the
Principal
Remittance Amounts for Loan Group [2] and Loan Group [3] to be made
on such
Distribution Date and, in the case of the Distribution Date
immediately
following the end of the Conveyance Period, any amounts to be
released from
the Supplemental Loan Account in respect of Loan Group [2] and Loan
Group
[3]).
Adjustable Rate Senior Enhancement Percentage: With respect to
a
Distribution Date on or after the Adjustable Rate Stepdown Date,
the fraction
(expressed as a percentage) (1) the numerator of which is the
excess of (a)
the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Group [2]
and Loan Group [3] for the preceding Distribution Date over (b) (i)
before the
Class Certificate Balances of the Class [AV] Certificates have been
reduced to
zero, the sum of the Class Certificate Balances of the Class
[AV]
Certificates, or (ii) after such time, the Class Certificate
Balance of the
most senior Class of Adjustable Rate Subordinate Certificates
outstanding, as
of the related Master Servicer Advance Date, and (2) the
denominator of which
is the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Group
[2] and Loan Group [3] for the preceding Distribution Date.
Adjustable Rate Stepdown Date: The later to occur of (x) the
Distribution Date in ______ 200_ and (y) the first Distribution
Date on which
the aggregate Class Certificate Balance of the Class [AV]
Certificates (after
calculating anticipated distributions on such Distribution Date) is
less than
or equal to ____% of the aggregate Stated Principal Balance of the
Mortgage
Loans in Loan Group [2] and Loan Group [3] for such Distribution
Date.
Adjustable
Rate Subordinate Class Principal Distribution Amount:
With respect to any Distribution Date and any Class of Adjustable
Rate
Subordinate Certificates, the excess of (1) the sum of (a) the
aggregate Class
Certificate Balance of the Class [AV] Certificates (after taking
into account
distribution of the Class [AV] Principal Distribution Amount for
such
Distribution Date), (b) the aggregate Class Certificate Balance of
any
Class(es) of Adjustable Rate Subordinate Certificates that are
senior to the
subject Class (in each case, after taking into account distribution
of the
Adjustable Rate Subordinate Class Principal Distribution Amount(s)
for such
senior Class(es) of Certificates for such Distribution Date), and
(c) the
Class Certificate Balance of the subject Class of Adjustable Rate
Subordinate
Certificates immediately prior to such Distribution Date over (2)
the lesser
of (a) the product of (x) [100]% minus the Stepdown Target
Subordination
Percentage for the subject Class of Certificates and (y) the
aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group [2] and Loan
Group [3]
for such Distribution Date and (b) the aggregate Stated Principal
Balance of
the Mortgage Loans in Loan Group [2] and Loan Group [3] for such
Distribution
Date minus the Adjustable Rate OC Floor; provided, however, that if
such Class
of Adjustable Rate Subordinate Certificates is the only Class
of
I-3
<PAGE>
Adjustable Rate Subordinate Certificates outstanding on such
Distribution
Date, that Class will be entitled to receive the entire remaining
Principal
Distribution Amount for Loan Group [2] and Loan Group [3] until the
Class
Certificate Balance thereof is reduced to zero.
Adjustable Rate Subordinate Certificates: Any Class [MV-1],
Class
[MV-2], Class [MV-3], Class [MV-__], Class [MV-__] or Class [BV]
Certificates.
[Adjustable Rate Subordinate Corridor Contract: The transaction
evidenced by the related Confirmation (as assigned to the Corridor
Contract
Administrator pursuant to the Corridor Contract Assignment
Agreement), a form
of which is attached hereto as Exhibit R.]
[Adjustable Rate Subordinate Corridor Contract Termination
Date:
With respect to the Adjustable Rate Subordinate Corridor Contract,
the
Distribution Date in _______ 200_.]
Adjustable Rate Subordinate Net Rate Cap: With respect to any
Distribution Date and each Class of Adjustable Rate Subordinate
Certificates,
the weighted average of (a) the weighted average Adjusted Net
Mortgage Rate of
the Mortgage Loans in Loan Group [2] on such Distribution Date
(weighted by an
amount equal to the positive difference (if any) of the sum of the
aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group [2]
and the
amount on deposit in the Supplemental Loan Account in respect of
Loan Group
[2] over the outstanding aggregate Class Certificate Balance of the
Class
[2-AV] Certificates) and (b) the weighted average Adjusted Net
Mortgage Rate
of the Mortgage Loans in Loan Group [3] on such Distribution Date
(weighted by
an amount equal to the positive difference (if any) of the sum of
the
aggregate Stated Principal Balance of the Mortgage Loans in Loan
Group [3] and
the amount on deposit in the Supplemental Loan Account in respect
of Loan
Group [3] over the outstanding aggregate Class Certificate Balance
of the
Class [3-AV] Certificates), adjusted to an effective rate
reflecting the
calculation of interest on the basis of the actual number of days
elapsed
during the related Interest Accrual Period and a 360-day year.
Adjustable Rate Trigger Event: With respect to any Distribution
Date on or after the Adjustable Rate Stepdown Date, either an
Adjustable Rate
Delinquency Trigger Event with respect to that Distribution Date or
an
Adjustable Rate Cumulative Loss Trigger Event with respect to
that
Distribution Date.
Adjusted Net Mortgage Rate: As to each Mortgage Loan, the
Mortgage
Rate less the related Expense Fee Rate.
Adjusted Subordinate Component Balance: With respect to any
Distribution Date and for any Variable Loan Group, (i) the
principal balance
of such Variable Loan Group as of the first day of the related Due
Period
(after giving effect to Principal Prepayments received in the
Prepayment
Period ending during such Due Period) less (ii) the product of (a)
the
Adjustable Rate Overcollateralized Amount and (b)(I) the principal
balance of
such Variable Loan Group, divided by (II) the sum of the principal
balance of
the Mortgage Loans, as of the first day of the related Due Period,
less (iii)
the aggregate Class Certificate Balance of the related Classes of
Senior
Certificates in either case immediately prior to such Distribution
Date.
Adjustment Date: As to each Adjustable Rate Mortgage Loan, each
date on which the related Mortgage Rate is subject to adjustment,
as provided
in the related Mortgage Note.
Advance: The aggregate of the advances required to be made by
the
Master Servicer with respect to any Distribution Date pursuant to
Section
4.01, the amount of any such advances being equal to the aggregate
of payments
of principal of, and interest on the Stated Principal Balance of,
the
I-4
<PAGE>
Mortgage Loans (net of the Master Servicing Fees) that were due on
the related
Due Date and not received by the Master Servicer as of the close of
business
on the related Determination Date including an amount equivalent to
interest
on the Stated Principal Balance of each Mortgage Loan as to which
the related
Mortgaged Property is an REO Property or as to which the related
Mortgaged
Property has been liquidated but such Mortgage Loan has not yet
become a
Liquidated Mortgage Loan; provided, however, that the net monthly
rental
income (if any) from such REO Property deposited in the Certificate
Account
for such Distribution Date pursuant to Section 3.12 may be used to
offset such
Advance for the related REO Property; provided, further, that for
the
avoidance of doubt, no Advances shall be required to be made in
respect of any
Liquidated Mortgage Loan.
Aggregate Planned Balance: With respect to any group of Planned
Principal Classes or Components and any Distribution Date, the
amount set
forth for such group for such Distribution Date in Schedule V
hereto.
Aggregate Supplemental Purchase Amount: With respect to any
Supplemental Transfer Date, the "Aggregate Supplemental Purchase
Amount"
identified in the related Supplemental Transfer Agreement, which
shall be an
estimate of the aggregate Stated Principal Balances of the
Supplemental
Mortgage Loans identified in such Supplemental Transfer
Agreement.
Aggregate Supplemental Transfer Amount: With respect to any
Supplemental Transfer Date, the aggregate Stated Principal Balance
as of the
related Supplemental Cut-off Date of the Supplemental Mortgage
Loans conveyed
on such Supplemental Transfer Date, as listed on the revised
Mortgage Loan
Schedule delivered pursuant to Section 2.01(f); provided, however,
that such
amount shall not exceed the amount on deposit in the Supplemental
Loan
Account.
Aggregate Targeted Balance: With respect to any group of
Targeted
Principal Classes or Components and any Distribution Date, the
amount set
forth for such group for such Distribution Date in Schedule V
hereto.
Agreement: This Pooling and Servicing Agreement and any and all
amendments or supplements hereto made in accordance with the terms
herein.
Amount Available for Senior Principal: As to any Distribution
Date, Available Funds for such Distribution Date, reduced by the
aggregate
amount distributable (or allocable to the Accrual Amount, if
applicable) on
such Distribution Date in respect of interest on the Senior
Certificates
pursuant to Section 4.02(a)(ii).
Amount Held for Future Distribution: As to any Distribution
Date,
the aggregate amount held in the Certificate Account at the close
of business
on the immediately preceding Determination Date on account of (i)
all
Scheduled Payments or portions thereof received in respect of the
Mortgage
Loans due after the related Due Date, (ii) Principal Prepayments
received in
respect of such Mortgage Loans after the last day of the related
Prepayment
Period and (iii) Liquidation Proceeds and Subsequent Recoveries
received in
respect of such Mortgage Loans after the last day of the related
Due Period.
Applied Realized Loss Amount: With respect to any Distribution
Date and (i) Loan Group [1] and the Fixed Rate Subordinate
Certificates, the
amount, if any, by which, the aggregate Class Certificate Balance
of the Fixed
Rate Certificates (after all distributions of principal on such
Distribution
Date) exceeds the sum of (x) the Stated Principal Balance of the
Mortgage
Loans in Loan Group [1] for such Distribution Date and (y) the
amount on
deposit in the Supplemental Loan Account in respect of Loan Group
[1], (ii)
Loan Group [2] and Loan Group [3] and the Adjustable Rate
Subordinate
Certificates, the amount, if any, by which, the aggregate Class
Certificate
Balance of the Adjustable Rate
I-5
<PAGE>
Certificates (after all distributions of principal on such
Distribution Date)
exceeds the sum of (x) the aggregate Stated Principal Balance of
the Mortgage
Loans in Loan Group [2] and Loan Group [3] and (y) the amount on
deposit in
the Supplemental Loan Account in respect of Loan Group [2] and Loan
Group [3]
and (iii) Loan Group [2] and the Class [2-A-2] Certificates, after
the Class
Certificate Balances of the Adjustable Rate Subordinate
Certificates have been
reduced to zero, the amount, if any, by which, the aggregate Class
Certificate
Balance of the Class [2-AV] Certificates (after all distributions
of principal
on such Distribution Date) exceeds the sum of (x) the aggregate
Stated
Principal Balance of the Mortgage Loans in Loan Group [2] and (y)
the amount
on deposit in the Supplemental Loan Account in respect of Loan
Group [2].
Applicable Credit Support Percentage: Not applicable.
Appraised Value: With respect to any Mortgage Loan, the
Appraised
Value of the related Mortgaged Property shall be: (i) with respect
to a
Mortgage Loan other than a Refinancing Mortgage Loan, the lesser of
(a) the
value of the Mortgaged Property based upon the appraisal made at
the time of
the origination of such Mortgage Loan and (b) the sale price of the
Mortgaged
Property at the time of the origination of such Mortgage Loan; (ii)
with
respect to a Refinancing Mortgage Loan other than a Streamlined
Documentation
Mortgage Loan, the value of the Mortgaged Property based upon the
appraisal
made-at the time of the origination of such Refinancing Mortgage
Loan; and
(iii) with respect to a Streamlined Documentation Mortgage Loan,
(a) if the
loan-to-value ratio with respect to the Original Mortgage Loan at
the time of
the origination thereof was [80]% or less and the loan amount of
the new
mortgage loan is $__________ or less, the value of the Mortgaged
Property
based upon the appraisal made at the time of the origination of the
Original
Mortgage Loan and (b) if the loan-to-value ratio with respect to
the Original
Mortgage Loan at the time of the origination thereof was greater
than [80]% or
the loan amount of the new loan being originated is greater than
$_______, 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.
[Available Funds: As to any Distribution Date, the sum of (a)
the
aggregate amount held in the Certificate Account at the close of
business on
the related Determination Date, including any Subsequent
Recoveries, net of
the 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) and amounts permitted to be withdrawn
from the
Distribution Account pursuant to clauses (i)-(v) inclusive of
Section 3.08(b),
(b) the amount of the related Advance, (c) in connection with
Defective
Mortgage Loans, as applicable, the aggregate of the Purchase Prices
and
Substitution Adjustment Amounts deposited on the related
Distribution Account
Deposit Date and (d) on each Conveyance Period Distribution Date,
the amount,
if any, transferred from the Capitalized Interest Account in
respect of the
applicable Capitalized Interest Requirement, and (e) on the last
Conveyance
Period Distribution Date, the amount, if any, transferred from
the
Supplemental Loan Account.]
Bankruptcy Code: Title 11 of the United States Code.
Blanket Mortgage: The mortgage or mortgages encumbering the
Cooperative Property.
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.
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<PAGE>
Calculation Rate: For each Distribution Date, in the case of
the
R-2-A and R-2-B Interests, the product of (i) 10 and (ii) the
weighted average
rate of the outstanding R-2-A and R-2-B Interests, treating each
R-2-A
Interest as capped at zero or reduced by a fixed percentage of
[100]% of the
interest accruing on such Class. For each Distribution Date, in the
case of
the R-2-C and R-2-D Interests, the product of (i) 10 and (ii) the
weighted
average rate of the outstanding R-2-C and R-2-D Interests, treating
each R-2-C
Interest as capped at zero or reduced by a fixed percentage of
[100]% of the
interest accruing on such Class.
[Capitalized Interest Account: The separate Eligible Account
designated as such and created and maintained by the Trustee
pursuant to
Section 3.05 hereof. The Capitalized Interest Account shall be
treated as an
"outside reserve fund" under applicable Treasury regulations and
shall not be
part of any REMIC. Except as provided in Section 3.05 hereof, any
investment
earnings on the amounts on deposit in the Capitalized Interest
Account shall
be treated as owned by the Depositor and will be taxable to the
Depositor.]
[Capitalized Interest Requirement: With respect to each
Conveyance
Period Distribution Date, the excess, if any, of (a) the sum of (1)
the amount
calculated pursuant to clause (i) of the definition of Current
Interest for
each Class of Certificates for such Distribution Date, plus (2) the
Trustee
Fee, over (b) with respect to each Mortgage Loan, (1) 1/12 of the
product of
the related Adjusted Mortgage Rate and the related Stated Principal
Balance as
of the related Due Date (prior to giving effect to any Scheduled
Payment due
on such Mortgage Loan on such Due Date) minus (2) the Excess Master
Servicing
Fee. On the Closing Date, the amount deposited in the Capitalized
Interest
Account shall be $_____.]
[Carryover Reserve Fund: The separate Eligible Account created
and
initially maintained by the Trustee pursuant to Section 3.05 in the
name of
the Trustee for the benefit of the Certificateholders and
designated
"__________________ in trust for registered Holders of CWALT,
Inc.,
Alternative Loan Trust 200_-__, Mortgage Pass-Through Certificates,
Series
200_-__". Funds in the Carryover Reserve Fund shall be held in
trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.]
Certificate: Any one of the Certificates executed by the
Trustee
in substantially the forms attached hereto as exhibits.
Certificate Account: The separate Eligible Account created and
initially 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 the Certificateholders and designated
"[Countrywide
Home Loans Servicing LP] in trust for registered Holders of
Alternative Loan
Trust 200_-__, Mortgage Pass-Through Certificates, Series 200_-__".
Funds in
the Certificate Account shall be held in trust for the
Certificateholders for
the uses and purposes set forth in this Agreement.
Certificate Balance: With respect to any Certificate (other
than
any Notional Amount Certificate) at any date, the maximum dollar
amount of
principal to which the Holder thereof is then entitled hereunder,
such amount
being equal to the Denomination thereof (A) plus any increase in
the
Certificate Balance of such Certificate pursuant to Section 4.02
due to the
receipt of Subsequent Recoveries, (B) minus the sum of (i) all
distributions
of principal previously made with respect thereto and (ii) all
Realized Losses
allocated thereto and, in the case of any Subordinated
Certificates, all other
reductions in Certificate Balance previously allocated thereto
pursuant to
Section 4.03 and (C) in the case of any Class of Accrual
Certificates,
increased by the Accrual Amount added to the Class Certificate
Balance of such
Class prior to such date. The Notional Amount Certificates have no
Certificate
Balances.
I-7
<PAGE>
Certificateholder or Holder: The person in whose name a
Certificate is registered in the Certificate Register, except that,
solely for
the purpose of giving any consent pursuant to this Agreement, any
Certificate
registered in the name of the Depositor or any affiliate of the
Depositor
shall be deemed not to be Outstanding and the Percentage Interest
evidenced
thereby shall not be taken into account in determining whether the
requisite
amount of Percentage Interests necessary to effect such consent has
been
obtained; provided, however, that if any such Person (including the
Depositor)
owns 100% of the Percentage Interests evidenced by a Class of
Certificates,
such Certificates shall be deemed to be Outstanding for purposes of
any
provision hereof (other than the second sentence of Section 10.01
hereof) that
requires the consent of the Holders of Certificates of a particular
Class as a
condition to the taking of any action hereunder. The Trustee is
entitled to
rely conclusively on a certification of the Depositor or any
affiliate of the
Depositor in determining which Certificates are registered in the
name of an
affiliate of the Depositor.
Certificate Owner: With respect to a Book-Entry Certificate,
the
person that is the beneficial owner of such Book-Entry
Certificate.
Certificate Register: The register maintained pursuant to
Section
5.02 hereof.
Certification Party: As defined in Section 11.05.
Certifying Person: As defined in Section 11.05.
Class: All Certificates bearing the same Class designation as
set
forth in Section 5.01 hereof.
Class Certificate Balance: With respect to any Class and as of
any
date of determination, the aggregate of the Certificate Balances of
all
Certificates of such Class as of such date.
[Class [2-AV] Corridor Contract: The transaction evidenced by
the
related Confirmation (as assigned to the Corridor Contract
Administrator
pursuant to the Corridor Contract Assignment Agreement), a form of
which is
attached hereto as Exhibit R.]
[Class [2-AV] Corridor Contract Termination Date: With respect
to
the Class [2-AV] Corridor Contract, the Distribution Date in
________ 20__.]
Class [2-AV] Net Rate Cap: For any Distribution Date, the
weighted
average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan
Group [2] for
such Distribution Date, adjusted to an effective rate reflecting
the
calculation of interest on the basis of the actual number of days
elapsed
during the related Interest Accrual Period and a 360-day year.
Class [2-AV] Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the Class [AV] Principal
Distribution
Target Amount and (y) a fraction, the numerator of which is the
Class [2-AV]
Principal Distribution Target Amount and the denominator of which
is the sum
of the Class [2-AV] Principal Distribution Target Amount and Class
[3-AV]
Principal Distribution Target Amount.
Class [2-AV] Principal Distribution Target Amount: With respect
to
any Distribution Date, the excess of (1) the aggregate Class
Certificate
Balance of the Class [2-AV] Certificates immediately prior to
such
Distribution Date, over (2) the lesser of (x) _____% of the
aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group [2] for
such
Distribution Date and (y) the aggregate Stated Principal Balance of
the
Mortgage Loans in Loan Group [2] for such Distribution Date
I-8
<PAGE>
minus ___% of the sum of the aggregate Stated Principal Balance of
the
Mortgage Loans in Loan Group [2] and the original Group [2]
Supplemental
Amount as of the Cut-off Date.
Class [3-AV-1] Acceleration Event: With respect to any
Distribution Date, beginning with the Distribution Date in ____
20__ until the
Class Certificate Balance of the Class [3-AV-1] Certificates has
been reduced
to zero, a Class [3-AV-1] Acceleration Event shall exist if the
Class
Certificate Balance of the Class [3-AV-1] Certificates (after
taking into
account all prior distributions to the Class [3-AV-1] Certificates
for such
Distribution Date other than the Class [3-AV-1] Acceleration
Amount) exceeds
the Class [3-AV-1] Target Balance for such Distribution Date.
Class [3-AV-1] Acceleration Amount: With respect to any
Distribution Date, an amount equal to the lesser of (a) the amount
of funds
remaining after making payments pursuant to Section 4.02(e)(32),
and (b) the
excess of (x) the Class Certificate Balance of the Class [3-AV-1]
Certificates
(after taking into account all distributions to the Class
[3-AV-1]
Certificates for such Distribution Date other than the Class
[3-AV-1]
Acceleration Amount) over (y) the Class [3-AV-1] Target Balance for
such
Distribution Date.
Class [3-AV-1] Target Balance: With respect to each
Distribution
Date, beginning with the Distribution Date in ____ 20__, the amount
described
in Schedule III hereto.
[Class [3-AV] Corridor Contract: The transaction evidenced by
the
related Confirmation (as assigned to the Corridor Contract
Administrator
pursuant to the Corridor Contract Assignment Agreement), a form of
which is
attached hereto as Exhibit R.]
[Class [3-AV] Corridor Contract Termination Date: With respect
to
the Class [3-AV] Corridor Contract, the Distribution Date in
________ 20__.]
Class [3-AV] Net Rate Cap: For any Distribution Date, the
weighted
average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan
Group [3] for
such Distribution Date, adjusted to an effective rate reflecting
the
calculation of interest on the basis of the actual number of days
elapsed
during the related Interest Accrual Period and a 360-day year.
Class [3-AV] Principal Distribution Amount: With respect to any
Distribution Date, the product of (x) the Class [AV] Principal
Distribution
Target Amount and (y) a fraction, the numerator of which is the
Class [3-AV]
Principal Distribution Target Amount and the denominator of which
is the sum
of the Class [2-AV] Principal Distribution Target Amount and the
Class [3-AV]
Principal Distribution Target Amount.
Class [3-AV] Principal Distribution Target Amount: With respect
to
any Distribution Date, the excess of (1) the aggregate Class
Certificate
Balance of the Class [3-AV] Certificates immediately prior to
such
Distribution Date, over (2) the lesser of (x) ____% of the
aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group [3] for
such
Distribution Date and (y) the aggregate Stated Principal Balance of
the
Mortgage Loans in Loan Group [3] for such Distribution Date minus
___% of the
sum of the aggregate Stated Principal Balance of the Mortgage Loans
in Loan
Group [3] and the original Group [3] Supplemental Amount as of the
Cut-off
Date.
Class [AF] Certificate: Any Class [AF-1A], Class [AF-1B], Class
[AF-2], Class [AF-3], Class [AF-4], Class [AF-5A], Class [AF-5B] or
Class
[AF-__] Certificate.
Class [AF] Principal Distribution Amount: With respect to any
Distribution Date, the excess of (1) the aggregate Class
Certificate Balance
of the Class [AF] Certificates immediately prior to
I-9
<PAGE>
such Distribution Date, over (2) the lesser of (x) ____% of the
aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group [1]
for such
Distribution Date and (y) the aggregate Stated Principal Balance of
the
Mortgage Loans in Loan Group [1] for such Distribution Date minus
the Fixed
Rate OC Floor.
Class AF-1 Certificate: Any Class [AF-1A] or Class [AF-1B]
Certificate.
[Class [AF-1A] Corridor Contract: The transaction evidenced by
the
related Confirmation (as assigned to the Corridor Contract
Administrator
pursuant to the Corridor Contract Assignment Agreement), a form of
which is
attached hereto as Exhibit R.]
[Class [AF-1A] Corridor Contract Termination Date: With respect
to
the Class [AF-1A] Corridor Contract, the Distribution Date in
_________ 20__.]
Class AF-[5] Certificate: Any Class [AF-5A] or Class [AF-5B]
Certificate.
Class [AF-5B] Available Funds: With respect to any Distribution
Date, funds allocated from amounts available pursuant to this
Agreement to
make distributions on the Class [AF-5B] Certificates on such
Distribution
Date, other than any Insured Amounts.
Class [AF-5B] Insurer: ________________ in its capacity as
insurer
under the Class [AF-5B] Policy, and any permitted successor or
assign.
Class [AF-5B] Insurer Contact Person: The officer designated by
the Master Servicer to provide information to the Class [AF-5B]
Insurer
pursuant to Section 4.05(i).
Class [AF-5B] Insurer Default: As defined in Section 4.05(l).
Class [AF-5B] Policy: The irrevocable Certificate Guaranty
Insurance Policy, No. ______________, including any endorsements
thereto,
issued by ________ with respect to the Class [AF-5B] Certificates,
in the form
attached hereto as Exhibit O.
Class [AF-5B] Policy Payments Account: The separate Eligible
Account created and maintained by the Trustee pursuant to Section
4.05(c) in
the name of the Trustee for the benefit of the Class [AF-5B]
Certificateholders and designated "__________________ in trust for
registered
holders of CWALT, Inc., Alternative Loan Trust 200_-__, Mortgage
Pass-Through
Certificates, Series 200_-__, Class [AF-5B]". Funds in the Class
[AF-5B]
Policy Payments Account shall be held in trust for the Class
[AF-5B]
Certificateholders for the uses and purposes set forth in this
Agreement.
Class [AF-5B] Premium: For any Distribution Date is the fee
payable to the Class [AF-5B] Insurer in respect of its services as
Class
[AF-5B] Insurer that accrues at the Class [AF-5B] Policy Premium
Rate for the
Class [AF-5B] Certificates on a balance equal to the Class
Certificate Balance
of the Class [AF-5B] Certificates immediately prior to such
Distribution Date.
The Class [AF-5B] Premium shall be computed on the basis of a
360-day year
consisting of twelve 30-day months.
Class [AF-5B] Policy Premium Rate: The "Premium Percentage" as
defined in the Class [AF-5B] Policy.
Class [AF-5B] Reimbursement Amount: As to any Distribution
Date,
(i) all Insured Payments paid by the Class [AF-5B] Insurer, but for
which the
Class [AF-5B] Insurer has not been reimbursed prior to such
Distribution Date
pursuant to Section 4.02 hereof, plus (ii) interest accrued on
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<PAGE>
such Insured Payments not previously repaid, calculated at the Late
Payment
Rate from the date such Insured Payments were made.
Class A-R Certificate: Any Certificate designated as a "Class
A-R
Certificate" on the face thereof, in the form of Exhibit D hereto
or, in the
case of the Tax Matters Person Certificate, Exhibit E hereto, in
either case
representing the right to distributions as set forth herein.
Class [AV] Certificate: Any Class [2-AV] or Class [3-AV]
Certificate.
Class [AV] Principal Distribution Allocation Amount: With
respect
to any Distribution Date, (a) in the case of the Class [2-AV]
Certificates,
the Class [2-AV] Principal Distribution Amount and (b) in the case
of the
Class [3-AV] Certificates, the Class [3-AV] Principal Distribution
Amount.
Class [C] Certificate: Any Class [CF] or Class [CV]
Certificate.
Class [CF] Distributable Amount: As defined in the Preliminary
Statement.
Class [CV] Distributable Amount: As defined in the Preliminary
Statement.
Class [P] Certificate: Any Class [PF] Certificate or Class [PV]
Certificate.
Class [PF] Principal Distribution Date: The first Distribution
Date that occurs after the end of the latest Prepayment Charge
Period for all
Mortgage Loans in Loan Group [1] that have a Prepayment Charge
Period.
Class [PV] Principal Distribution Date: The first Distribution
Date that occurs after the end of the latest Prepayment Charge
Period for all
Mortgage Loans in Loan Group [2] and Loan Group [3] that have a
Prepayment
Charge Period.
Closing Date: _________, 200_.
Code: The Internal Revenue Code of 1986, including any
successor
or amendatory provisions.
COFI: The Monthly Weighted Average Cost of Funds Index for the
Eleventh District Savings Institutions published by the Federal
Home Loan Bank
of San Francisco.
COFI Certificates: As specified in the Preliminary Statement.
Combined Certificates: As specified in the Preliminary
Statement.
Combined Certificates Payment Rule: Not applicable.
Commission: The U.S. Securities and Exchange Commission
Compensating Interest: As to any Distribution Date, an amount
equal to the product of one-twelfth of [0.125]% and the aggregate
Stated
Principal Balance of the Mortgage Loans as of the Due Date in the
prior
calendar month.
Component: As specified in the Preliminary Statement.
Component Balance: Not applicable.
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<PAGE>
Component Certificates: As specified in the Preliminary
Statement.
Component Notional Amount: Not applicable
[Confirmation: Any of the Confirmations dated ______________,
200_
evidencing a transaction between the Corridor Contract Counterparty
and
[Countrywide] relating to the Corridor Contracts.]
Conveyance Period: The period from the Closing Date until the
earliest of (i) the date on which the amount on deposit in the
Supplemental
Loan Account is less than $[150,000], or (ii) an Event of Default
occurs or
(iii) _________, 200_.
Conveyance Period Distribution Date: Each Distribution Date
during
the Conveyance Period and, if the Conveyance Period ends after
the
Distribution Date in a month, the immediately succeeding
Distribution Date.
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 where at any particular time its corporate
trust
business with respect to this Agreement shall be administered,
which office at
the date of the execution of this Agreement is located at
_________________________________ (Attention: ___________________),
telephone:
_________________, facsimile: ______________.
[Corridor Contract: The Class [AF-1A] Corridor Contract, Class
[2-AV] Corridor Contract, Class [3-AV] Corridor Contract or
[Adjustable Rate
Subordinate] Corridor Contract, as applicable.]
[Corridor Contract Administration Agreement: The corridor
contract
administration agreement dated as of the Closing Date among
[Countrywide], the
Trustee and the Corridor Contract Administrator, a form of which is
attached
hereto as Exhibit S-2.]
[Corridor Contract Administrator: ______________________, in
its
capacity as corridor contract administrator under the Corridor
Contract
Administration Agreement.]
I-12
<PAGE>
[Corridor Contract Assignment Agreement: The Assignment
Agreement
dated as of the Closing Date among [Countrywide], the Corridor
Contract
Administrator and the Corridor Contract Counterparty, a form of
which is
attached hereto as Exhibit S-1.]
[Corridor Contract Counterparty: ____________________ and its
successors.]
[Corridor Contract Termination Date: The [Adjustable Rate
Subordinate] Corridor Contract Termination Date, Class [2-AV]
Corridor
Contract Termination Date, Class [3-AV] Corridor Contract
Termination Date and
Class [AF-1A] Corridor Contract Termination Date, as
applicable.]
[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.]
Credit Bureau Risk Score: A statistical credit score obtained
by
[Countrywide] in connection with the origination of a Mortgage
Loan.
Credit Comeback Excess Account: The separate Eligible Account
created and initially maintained by the Trustee pursuant to Section
3.05 in
the name of the Trustee for the benefit of the Certificateholders
and
designated "__________________ in trust for registered Holders of
CWALT, Inc.,
Alternative Loan Trust 200_-__, Mortgage Pass-Through Certificates,
Series
200_-__". Funds in the Credit Comeback Excess Account shall be held
in trust
for the Certificateholders for the uses and purposes set forth in
this
Agreement.
Credit Comeback Excess Cashflow: With respect to any
Distribution
Date, any amounts in the Credit Comeback Excess Account available
for such
Distribution Date.
Credit Comeback Excess Amount: With respect to the Credit
Comeback
Loans in Loan Group [1] and any Master Servicer Advance Date, the
portion of
the sum of the following (without duplication) attributable to the
excess, if
any, of the actual mortgage rate on each Credit Comeback Loan and
the Mortgage
Rate on such Credit Comeback Loan: (i) all scheduled interest
collected during
the related Due Period with respect to the Credit Comeback Loans,
(ii) all
Advances relating to interest with respect to the Credit Comeback
Loans, (iii)
all Compensating Interest with respect to the Credit Comeback Loans
and (iv)
Liquidation Proceeds with respect to the Credit Comeback Loans
collected
during the related Due Period (to the extent such Liquidation
Proceeds relate
to interest), less all Nonrecoverable Advances relating to interest
reimbursed
during the related Due Period.
Credit Comeback Loan: Any Fixed Rate Mortgage Loan for which
the
related Mortgage Rate is subject to reduction (not exceeding
[0.375]% per
annum) for good payment history of Scheduled Payments by the
related
Mortgagor.
Cross-Over Situation: With respect to any Distribution Date and
Loan Group [2] and Loan Group [3] (after taking into account
principal
distributions on such Distribution Date), a Cross-Over Situation
shall exist
(i) with respect to the R-2-A, R-2-B and R-2-C Interests, if the
R-2-A, R-2-B
and R-2-C Interests are in the aggregate less than [1]% of the
Subordinate
Component Balance of Loan Group [2] and Loan Group [3].
Current Interest: With respect to each Class of Interest
Bearing
Certificates and each Distribution Date, the interest accrued at
the
applicable Pass-Through Rate for the applicable Interest
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<PAGE>
Accrual Period on the Class Certificate Balance of such Class
immediately
prior to such Distribution Date, plus any amount previously
distributed with
respect to interest for such Class that is recovered as a voidable
preference
by a trustee in bankruptcy.
Cut-off Date: In the case of any Initial Mortgage Loan, the
Initial Cut-off Date, and in the case of any Supplemental Mortgage
Loan, the
related Supplemental Cut-off Date.
Cut-off Date Pool Principal Balance: An amount equal to the sum
of
the Initial Cut-off Date Pool Principal Balance plus the amount, if
any,
deposited in the Supplemental Loan Account on the Closing Date.
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 other 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.
Deficiency Amount: With respect to:
(a) any Distribution Date prior to the Last Scheduled
Distribution
Date, the sum of (i) the excess, if any, of the Current Interest on
the Class
[AF-5B] Certificates net of any interest shortfalls resulting from
Prepayment
Interest Shortfalls and any interest shortfalls resulting from the
application
of the Relief Act, or similar state or local laws, over Class
[AF-5B]
Available Funds for such Distribution Date, and (ii) for any
Distribution Date
after the Class Certificate Balance of the Fixed Rate Subordinate
Certificates
has been reduced to zero, the excess, if any, of (A) the Class
Certificate
Balance of the Class [AF-5B] Certificates over (B) the sum of the
aggregate
Stated Principal Balance of the Group [1] Mortgage Loans and any
amount on
deposit in the Supplemental Loan Account in respect of Loan Group
[1], in each
case taking into account all distributions to be made on such
Distribution
Date;
(b) the Last Scheduled Distribution Date, an amount equal to
the
sum of (i) the excess, if any, of the Current Interest on the Class
[AF-5B]
Certificates net of any interest shortfalls resulting from
Prepayment Interest
Shortfalls and any interest shortfalls resulting from the
application of the
Relief Act, or similar state or local laws over the Class [AF-5B]
Available
Funds for such Distribution Date and (ii) the Class Certificate
Balance of the
Class [AF-5B] Certificates on such Last Scheduled Distribution Date
(after
taking into account all distributions to be made to the Class
[AF-5B]
Certificates on such Distribution Date); and
(c) any date on which the acceleration of the Certificates has
been directed or consented to by the Class [AF-5B] Insurer, the
excess of (i)
the amount required to pay the outstanding Class Certificate
Balance of the
Class [AF-5B] Certificates in full, together with accrued and
unpaid interest
thereon through the date of payment of the Class [AF-5B]
Certificates and (ii)
the Class [AF-5B] Available Funds for that Distribution Date.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged
Property in an
amount less than the then outstanding indebtedness under such
Mortgage Loan,
or any reduction in the amount of principal to be paid in
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<PAGE>
connection with any Scheduled Payment that results in a permanent
forgiveness
of principal, which valuation or reduction results from an order of
such court
that is final and non-appealable in a proceeding under the
Bankruptcy Code.
Definitive Certificates: As defined in Section 5.06.
Delay Certificates: As specified in the Preliminary Statement.
Delay Delivery Certification: As defined in Section 2.02(a)
hereof.
Delay Delivery Mortgage Loans: The Mortgage Loans for which all
or
a portion of a related Mortgage File is not delivered to the
Trustee on the
Closing Date or Supplemental Transfer Date, as applicable. The
number of Delay
Delivery Mortgage Loans shall not exceed [50]% of the aggregate
number of
Initial Mortgage Loans as of the Closing Date and [90]% of the
Supplemental
Mortgage Loans conveyed on a Supplemental Transfer Date. To the
extent that
[Countrywide Home Loans Servicing LP] shall be in possession of any
Mortgage
Files with respect to any Delay Delivery Mortgage Loan, until
delivery of such
Mortgage File to the Trustee as provided in Section 2.01,
[Countrywide Home
Loans Servicing LP] shall hold such files as Master Servicer
hereunder, as
agent and in trust for the Trustee.
Deleted Mortgage Loan: As defined in Section 2.03(c) hereof.
Denomination: With respect to each Certificate, the amount set
forth on the face thereof as the "Initial Certificate Balance of
this
Certificate" or, if not the foregoing, the Percentage Interest
appearing on
the face thereof, as applicable.
Depositor: CWALT, Inc., a Delaware corporation, or its
successor
in interest.
Depository: The initial Depository shall be The Depository
Trust
Company, the nominee of which is [Cede & Co.], or any other
organization
registered as a "clearing agency" pursuant to Section 17A of the
Securities
Exchange Act of 1934, as amended. The Depository shall initially be
the
registered Holder of the Book-Entry Certificates. The Depository
shall at all
times be a "clearing corporation" as defined in Section 8-102(a)(5)
of the
Uniform Commercial Code of the State of New York.
Depository Participant: A broker, dealer, bank or other
financial
institution or other person for whom from time to time a Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
Determination Date: With respect to any Distribution Date, the
[15th] day of the month of such Distribution Date or, if such
[15th] day is
not a Business Day, the immediately preceding Business Day.
Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05 in the name of
the Trustee
for the benefit of the Certificateholders and designated
"__________________,
in trust for registered Holders of CWALT, Inc., Alternative Loan
Trust
200_-__, Mortgage Pass-Through Certificates, Series 200_-__". 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,
_______ [Pacific time] on the Business Day immediately preceding
such
Distribution Date.
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<PAGE>
Distribution Date: The [25th] day of each month, or if such day
is
not a Business Day, on the first Business Day thereafter,
commencing in
__________ 200_.
Due Date: With respect to any Mortgage Loan and Due Period, the
due date for Scheduled Payments of interest and/or principal on
that Mortgage
Loan occurring in such Due Period as provided in the related
Mortgage Note.
Due
Period: [With respect to any Distribution Date, the period
beginning on the second day of the calendar month preceding the
calendar month
in which such Distribution Date occurs and ending on the first day
of the
month in which such Distribution Date occurs].
EDGAR: The Commission's Electronic Data Gathering, Analysis and
Retrieval system.
Eligible Account: Any of (i) an account or accounts maintained
with a federal or state chartered depository institution or trust
company, the
long-term unsecured debt obligations and short-term unsecured debt
obligations
of which (or, in the case of a depository institution or trust
company that is
the principal subsidiary of a holding company, the debt obligations
of such
holding company, if Moody's is not a Rating Agency) are rated by
each Rating
Agency in one of its two highest long-term and its highest
short-term rating
categories respectively, at the time any amounts are held on
deposit therein,
or (ii) an account or accounts in a depository institution or trust
company in
which such accounts are insured by the FDIC (to the limits
established by the
FDIC) and the uninsured deposits in which accounts are otherwise
secured such
that, as evidenced by an Opinion of Counsel delivered to the
Trustee and to
each Rating Agency, the Certificateholders have a claim with
respect to the
funds in such account or a perfected first priority security
interest against
any collateral (which shall be limited to Permitted Investments)
securing such
funds that is superior to claims of any other depositors or
creditors of the
depository institution or trust company in which such account is
maintained,
or (iii) a trust account or accounts maintained with the corporate
trust
department of a federal or state chartered depository institution
or trust
company having capital and surplus of not less than $[50,000,000],
acting in
its fiduciary capacity or (iv) any other account acceptable to the
Rating
Agencies without reduction or withdrawal of their then-current
ratings of the
Certificates (without regard to the Class [AF-5B] Policy, in the
case of the
Class [AF-5B] Certificates) as evidenced by a letter from each
Rating Agency
to the Trustee. Eligible Accounts may bear interest, and may
include, if
otherwise qualified under this definition, accounts maintained with
the
Trustee.
Eligible Repurchase Month: As defined in Section 3.12(d)
hereof.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that meets the applicable
requirements of
the Underwriter's Exemption.
ERISA-Restricted Certificates: The Class A-R Certificates,
Class
[P] Certificates, Class [C] Certificates and Certificates of any
Class that
ceases to satisfy the applicable rating requirement under the
Underwriter's
Exemption.
Escrow Account: As defined in Section 3.06 hereof.
Event of Default: As defined in Section 7.01 hereof.
Excess Proceeds: With respect to any Liquidated Mortgage Loan,
the
amount, if any, by which the sum of any Liquidation Proceeds and
Subsequent
Recoveries are in excess of the sum of (i) the unpaid principal
balance of
such Liquidated Mortgage Loan as of the date of liquidation of
such
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<PAGE>
Liquidated Mortgage Loan plus (ii) interest at the Mortgage Rate
from the Due
Date as to which interest was last paid or advanced to
Certificateholders (and
not reimbursed to the Master Servicer) up to the Due Date in the
month in
which Liquidation Proceeds are required to be distributed on the
Stated
Principal Balance of such Liquidated Mortgage Loan outstanding
during each Due
Period as to which such interest was not paid or advanced.
Exchange Act: The Securities Exchange Act of 1934, as amended,
and
the rules and regulations promulgated thereunder.
Exchange Act Filing Obligation: The obligations of the Master
Servicer under Section 6.02 and Section 6.04 with respect to notice
and
information to be provided to the Depositor or Article XI (except
Section
11.07).
Exchange Act Reports: Any reports on Form 10-D, Form 8-K and
Form
10-K required to be filed by the Depositor with respect to the
Trust Fund
under the Exchange Act.Expense Fee Rate: With respect to any
Mortgage Loan,
the sum of (i) the Master Servicing Fee Rate, (ii) the Trustee Fee
Rate and
(iii) with respect to any Mortgage Loan covered by a lender paid
mortgage
insurance policy, the related mortgage insurance policy.
Extra Principal Distribution Amount: With respect to any
Distribution Date and (A) Loan Group [1], the lesser of (1) the
Fixed Rate
Overcollateralization Deficiency Amount and (2) the sum of the
Fixed Rate Loan
Group Excess Cashflow and the Credit Comeback Excess Amount
available for
payment thereof and (B) each of Loan Group [2] and Loan Group [3],
the lesser
of (1) the Adjustable Rate Overcollateralization Deficiency Amount
and (2) the
Adjustable Rate Loan Group Excess Cashflow available for payment
thereof, to
be allocated between Loan Group [2] and Loan Group [3], pro rata,
based on the
Principal Remittance Amount for each such Loan Group for such
Distribution
Date.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
Fixed Rate Certificates: The Class [AF-1B], Class [AF-2], Class
[AF-3], Class [AF-4], Class [AF-5A], Class [AF-5B], Class [AF-__],
Class
[MF-1], Class [MF-2], Class [MF-3], Class [MF-__], Class MF-__ and
Class [BF]
Certificates.
Fixed Rate Cumulative Loss Trigger Event: With respect to a
Distribution Date on or after the Fixed Rate Stepdown Date, a Fixed
Rate
Cumulative Loss Trigger Event occurs if (x) the aggregate amount of
Realized
Losses on the Mortgage Loans in Loan Group [1] from the Cut-off
Date for each
such Mortgage Loan to (and including) the last day of the related
Due Period
(reduced by the aggregate amount of any Subsequent Recoveries
related to Loan
Group [1] received through the last day of that Due Period) exceeds
(y) the
applicable percentage, for such Distribution Date, of the sum of
the aggregate
Cut-off Date Principal Balance of the Initial Mortgage Loans in
Loan Group [1]
and the Group [1] Supplemental Amount, as set forth below:
Distribution Date
Percentage
-----------------
----------
I-17
<PAGE>
Distribution Date
Percentage
-----------------
----------
_____ 200_ -- _____ 200_............ _____% with respect to
______
200_, plus an additional
1/12th of ____% for each
month thereafter through
______ 200_
_____ 200_ -- _____ 200_............ _____% with respect to
______
200_, plus an additional
1/12th of ____% for each
month thereafter through
______ 200_
_____ 200_ -- _____ 200_............ _____% with respect to
______
200_, plus an additional
1/12th of ____% for each
month thereafter through
______ 200_
_____ 200_ and thereafter.......... ____%
Fixed Rate Delinquency Trigger Event: With respect to any
Distribution Date on or after the Fixed Rate Stepdown Date, a Fixed
Rate
Delinquency Trigger Event exists if the Rolling [Sixty-Day]
Delinquency Rate
for Outstanding Mortgage Loans in Loan Group [1] equals or exceeds
the product
of (x) the Fixed Rate Senior Enhancement Percentage for such
Distribution Date
and (y) the applicable percentage listed below for the most senior
class of
outstanding Class [AF] Certificates and Fixed Rate Subordinate
Certificates:
Class Percentage
Class [AF]............ _______%
Class [MF-1].......... _______%
Class [MF-2].......... _______%
Class [MF-3].......... _______%
Class [MF-__]......... _______%
Class [MF-__]......... _______%
Class [BF]............ _______%
Fixed Rate Excess Overcollateralization Amount: With respect to
any Distribution Date, an amount equal to the excess, if any, of
the Fixed
Rate Overcollateralized Amount for such Distribution Date over the
Fixed Rate
Overcollateralization Target Amount for such Distribution Date.
Fixed Rate Loan Group Excess Cashflow: With respect to any
Distribution Date the sum of (i) the amount remaining after the
distribution
of interest to Certificateholders and the payment of the Class
[AF-5B] Premium
and any Class [AF-5B] Reimbursement Amount to the Class [AF-5B]
Insurer, in
each case for such Distribution Date pursuant to Section
4.02(a)(ii)(k), and
(ii) the amount remaining after the distribution of principal
to
Certificateholders and the payment of any unpaid Class [AF-5B]
Premium and any
unpaid Class [AF-5B] Reimbursement Amount to the Class [AF-5B]
Insurer, in
each case for such Distribution Date pursuant to Section
4.02(c)(1)(K) or
4.02(c)(2)(L) and (iii) the Fixed Rate Overcollateralization
Reduction Amount
for such Distribution Date, if any.
Fixed Rate Net Rate Cap: For any Distribution Date, the
weighted
average Adjusted Net Mortgage Rate on the Mortgage Loans in Loan
Group [1] for
such Distribution Date, adjusted in the case
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<PAGE>
of the Class [AF-1A] Certificates only, to an effective rate
reflecting the
calculation of interest on the basis of the actual number of days
elapsed
during the related Interest Accrual Period and a 360-day year.
Fixed Rate Mortgage Loans: The Mortgage Loans identified in the
Mortgage Loan Schedule as having a Mortgage Rate which is fixed for
the life
of the related Mortgage and any Credit Comeback Loans, including in
each case
any Mortgage Loans delivered in replacement thereof.
Fixed Rate OC Floor: An amount equal to ____% of the sum of the
aggregate Cut-off Date Principal Balance of the Initial Mortgage
Loans in Loan
Group [1] and the Group [1] Supplemental Amount.
Fixed Rate Overcollateralization Deficiency Amount: With
respect
to any Distribution Date, the amount, if any, by which the Fixed
Rate
Overcollateralization Target Amount exceeds the Fixed Rate
Overcollateralized
Amount on such Distribution Date (after giving effect to
distributions in
respect of the Principal Remittance Amount for Loan Group [1] on
such
Distribution Date).
Fixed Rate Overcollateralization Reduction Amount: With respect
to
any Distribution Date, an amount equal to the lesser of (i) the
Fixed Rate
Excess Overcollateralization Amount for such Distribution Date and
(ii) the
Principal Remittance Amount for Loan Group [1] for such
Distribution Date.
Fixed Rate Overcollateralization Target Amount: With respect to
any Distribution Date (a) prior to the Fixed Rate Stepdown Date, an
amount
equal to ___% of the sum of the aggregate Cut-off Date Principal
Balance of
the Initial Mortgage Loans in Loan Group [1] and the Group [1]
Supplemental
Amount and (b) on or after the Fixed Rate Stepdown Date, the
greater of (i) an
amount equal to ____% of the aggregate Stated Principal Balance of
the
Mortgage Loans in Loan Group [1] for the current Distribution Date
and (ii)
the Fixed Rate OC Floor; provided, however, that if a Fixed Rate
Trigger Event
is in effect on any Distribution Date, the Fixed Rate
Overcollateralization
Target Amount will be the Fixed Rate Overcollateralization Target
Amount as in
effect for the prior Distribution Date.
Fixed Rate Overcollateralized Amount: With respect to any
Distribution Date, the amount, if any, by which (x) the sum of the
aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group [1]
for such
Distribution Date and any amount on deposit in the Supplemental
Loan Account
in respect of Loan Group [1] exceeds (y) the aggregate Class
Certificate
Balance of the Class [AF] Certificates and the Fixed Rate
Subordinate
Certificates as of such Distribution Date (after giving effect
to
distributions of the Principal Remittance Amount for Loan Group [1]
to be made
on such Distribution Date and, in the case of the Distribution
Date
immediately following the end of the Conveyance Period, any amounts
to be
released from the Supplemental Loan Account in respect of Loan
Group [1]).
Fixed Rate Senior Enhancement Percentage: With respect to a
Distribution Date on or after the Fixed Rate Stepdown Date, the
fraction
(expressed as a percentage) (1) the numerator of which is the
excess of (a)
the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Group [1]
for the preceding Distribution Date over (b) (i) before the Class
Certificate
Balances of the Class [AF] Certificates have been reduced to zero,
the sum of
the Class Certificate Balances of the Class [AF] Certificates, or
(ii) after
such time, the Class Certificate Balance of the most senior Class
of Fixed
Rate Subordinate Certificates outstanding, as of the related Master
Servicer
Advance Date, and (2) the denominator of which is the aggregate
Stated
Principal Balance of the Mortgage Loans in Loan Group [1] for the
preceding
Distribution Date.
Fixed Rate Subordinate Class Principal Distribution Amount:
With
respect to any Distribution Date and any Class of Fixed Rate
Subordinate
Certificates the excess of (1) the sum of (a) the
I-19
<PAGE>
aggregate Class Certificate Balance of the Class [AF] Certificates
(after
taking into account distribution of the Class [AF] Principal
Distribution
Amount for such Distribution Date), (b) the aggregate Class
Certificate
Balance of any Class(es) of Fixed Rate Subordinate Certificates
that are
senior to the subject Class (in each case, after taking into
account
distribution of the Fixed Rate Subordinate Class Principal
Distribution
Amount(s) for such senior Class(es) of Certificates for such
Distribution
Date), and (c) the Class Certificate Balance of such Class of Fixed
Rate
Subordinate Certificates immediately prior to the subject
Distribution Date
over (2) the lesser of (a) the product of (x) 100% minus the
Stepdown Target
Subordination Percentage for the subject Class of Certificates and
(y) the
aggregate Stated Principal Balance of the Mortgage Loans in Loan
Group [1] for
such Distribution Date and (b) the aggregate Stated Principal
Balance of the
Mortgage Loans in Loan Group [1] for such Distribution Date minus
the Fixed
Rate OC Floor; provided, however, that if such Class of Fixed Rate
Subordinate
Certificates is the only Class of Fixed Rate Subordinate
Certificates
outstanding on such Distribution Date, that Class will be entitled
to receive
the entire remaining Principal Distribution Amount for Loan Group
[1] until
the Class Certificate Balance thereof is reduced to zero.
Fixed Rate Stepdown Date: The later to occur of (x) the
Distribution Date in ______ 200_ and (y) the first Distribution
Date on which
the aggregate Class Certificate Balance of the Class [AF]
Certificates (after
calculating anticipated distributions on such Distribution Date) is
less than
or equal to ______% of the aggregate Stated Principal Balance of
the Mortgage
Loans in Loan Group [1] for such Distribution Date.
Fixed Rate Subordinate Certificates: The Class [MF-1], Class
[MF-2], Class [MF-3], Class [MF-__], Class [MF-__] and Class
[BF]
Certificates.
Fixed Rate Trigger Event: With respect to any Distribution Date
on
or after the Fixed Rate Stepdown Date, consists of either a Fixed
Rate
Delinquency Trigger Event with respect to that Distribution Date or
a Fixed
Rate Cumulative Loss Trigger Event with respect to that
Distribution Date.
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under
Title III of
the Emergency Home Finance Act of 1970, as amended, or any
successor thereto.
Final Certification: As defined in Section 2.02(a) hereof.
FIRREA: The Financial Institutions Reform, Recovery, and
Enforcement Act of 1989.
Fiscal Agent: Not applicable.
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
thereto.
Form 10-D Disclosure Item: With respect to any Person, any
material litigation or governmental proceedings pending against
such Person,
or against any of the Trust Fund, the Depositor, the Trustee, the
Master
Servicer or any Subservicer if such Person has actual knowledge
thereof.
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<PAGE>
Form 10-K Disclosure Item: With respect to any Person, (a) any
material litigation or governmental proceedings pending against
such Person,
or Form 10-D Disclosure Item, and (b) any affiliations or
relationships
between such Person and any Item 1119 Party.
Gross Margin: The percentage set forth in the related Mortgage
Note for the Adjustable Rate Mortgage Loans to be added to the
Mortgage Index
for use in determining the Mortgage Rate on each Adjustment Date,
and which is
set forth in the Mortgage Loan Schedule for the Adjustable Rate
Mortgage
Loans.
Group [1] Mortgage Loans: The group of Mortgage Loans
identified
in the related Mortgage Loan Schedule as "Group [1] Mortgage
Loans", including
in each case any Mortgage Loans delivered in replacement
thereof.
Group [1] Supplemental Amount: The portion of the Supplemental
Amount allocable for purchase of Supplemental Mortgage Loans as
Group [1]
Mortgage Loans on the Closing Date, which shall equal
$_________________.
Group [2] Mortgage Loans: The group of Mortgage Loans
identified
in the related Mortgage Loan Schedule as "Group [2] Mortgage
Loans", including
in each case any Mortgage Loans delivered in replacement
thereof.
Group [2] Supplemental Amount: The portion of the Supplemental
Amount allocable for purchase of Supplemental Mortgage Loans as
Group [2]
Mortgage Loans on the Closing Date, which shall equal
$___________________.
Group [2] Sequential Trigger Event: With respect to any
Distribution Date (i) prior to the Distribution Date in ______
200_, if (x)
the aggregate amount of Realized Losses on the Mortgage Loans in
Loan Group
[2] from the Cut-off Date for each such Mortgage Loan to (and
including) the
last day of the related Due Period (reduced by the aggregate amount
of any
Subsequent Recoveries related to the Mortgage Loans in Loan Group
[2] received
through the last day of that Due Period) exceeds (y) ______% of the
sum of the
aggregate Cut-off Date Principal Balance of the Initial Mortgage
Loans in Loan
Group [2] and the Group [2] Supplemental Amount or (ii) on or after
the
Distribution Date in ______ 200_, if an Adjustable Rate Trigger
Event is in
effect.
Group [3] Mortgage Loans: The group of Mortgage Loans
identified
in the related Mortgage Loan Schedule as "Group [3] Mortgage
Loans", including
in each case any Mortgage Loans delivered in replacement
thereof.
Group [3] Supplemental Amount: The portion of the Supplemental
Amount allocable for purchase of Supplemental Mortgage Loans as
Group [3]
Mortgage Loans on the Closing Date, which shall equal
$__________________.
Group Net Rate Cap. With respect to Loan Group [2], the Class
[2-AV] Net Rate Cap, and with respect to Loan Group [3], the Class
[3-AV] Net
Rate Cap.
Index: With respect to any Interest Accrual Period for the COFI
Certificates, if any, the then-applicable index used by the Trustee
pursuant
to Section 4.07 to determine the applicable Pass-Through Rate for
such
Interest Accrual Period for the COFI Certificates.
Indirect Participant: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a
custodial
relationship with a Depository Participant.
I-21
<PAGE>
Initial Adjustment Date: As to any Adjustable Rate Mortgage
Loan,
the first Adjustment Date following the origination of such
Mortgage Loan.
Initial Certification: As defined in Section 2.02(a) hereof.
Initial Component Balance: As specified in the Preliminary
Statement.
Initial Cut-off Date: With respect to any Initial Mortgage
Loan,
the later of (i) the date of origination of such Mortgage Loan and
(ii)
_____________, 200_.
Initial Cut-off Date Pool Principal Balance: $______________.
Initial Mortgage Loan: A Mortgage Loan conveyed to the Trust
Fund
on the Closing Date pursuant to this Agreement as identified on the
Mortgage
Loan Schedule delivered to the Trustee on the Closing Date.
Initial Periodic Rate Cap: With respect to each Adjustable Rate
Mortgage Loan, the percentage specified in the related Mortgage
Note that
limits the permissible increase or decrease in the Mortgage Rate on
its
initial Adjustment Date.
Insolvency Proceeding: As defined in Section 4.05(h).
Insurance Policy: With respect to any Mortgage Loan included in
the Trust Fund, any insurance policy, including all riders and
endorsements
thereto in effect with respect to such Mortgage Loan, including
any
replacement policy or policies for any Insurance Policy.
Insurance Proceeds: Proceeds paid in respect of the Mortgage
Loans
(other than by the Class [AF-5B] Insurer under the Class [AF-5B]
Policy)
pursuant to any Insurance Policy or any other insurance policy
covering a
Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under
the Mortgage, the Master Servicer or the trustee under the deed of
trust and
are not applied to the restoration of the related Mortgaged
Property or
released to the Mortgagor in accordance with the procedures that
the Master
Servicer would follow in servicing mortgage loans held for its own
account, in
each case other than any amount included in such Insurance Proceeds
in respect
of Insured Expenses and received prior to such Mortgage Loan
becoming a
Liquidated Mortgage Loan.
Insured Amounts: With respect to any Distribution Date, the
Deficiency Amount for such Distribution Date.
Insured Expenses: Expenses covered by an Insurance Policy or
any
other insurance policy with respect to the Mortgage Loans.
Insured Payments: With respect to any Distribution Date, the
aggregate amount actually paid by the Class [AF-5B] Insurer to the
Trustee in
respect of (i) Insured Amounts for a Distribution Date and (ii)
Preference
Amounts for any given Business Day.
Interest Accrual Period: [With respect to any Distribution Date
and each Class of Adjustable Rate Certificates, the period
commencing on the
immediately preceding Distribution Date (or, in the case of the
first
Distribution Date, the Closing Date) and ending on the day
immediately
preceding such Distribution Date. With respect to any Distribution
Date and
each Class of Fixed Rate Certificates and the Class [C]
Certificates, the
calendar month preceding the month in which such Distribution Date
occurs. All
calculations of interest on the Adjustable Rate Certificates will
be made on
the basis of the
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<PAGE>
actual number of days elapsed in the related Interest Accrual
Period and on a
360-day year. All calculations of interest on the Fixed Rate
Certificates and
Class [C] Certificates will be made on the basis of a 360-day year
consisting
of twelve 30-day months].
Interest Bearing Certificates: The Fixed Rate Certificates and
the
Adjustable Rate Certificates.
Interest Carry Forward Amount: With respect to each Class of
Interest Bearing Certificates and each Distribution Date, the
excess of (i)
the Current Interest for such Class with respect to prior
Distribution Dates
over (ii) the amount actually distributed to such Class with
respect to
interest on such prior Distribution Dates.
Interest Determination Date: With respect to (a) any Interest
Accrual Period for any LIBOR Certificates and (b) any Interest
Accrual Period
for the COFI Certificates for which the applicable Index is LIBOR,
the second
Business Day prior to the first day of such Interest Accrual
Period.
Interest Distribution Amount: Not applicable.
Interest Funds: With respect to any Distribution Date and Loan
Group, the Interest Remittance Amount for such Loan Group and
Distribution
Date, less the portion of the Trustee Fee for such Distribution
Date allocable
to such Loan Group and the Mortgage Insurance Premium for such
Distribution
Date allocable to such Loan Group.
Interest Remittance Amount: With respect to the Mortgage Loans
in
each Loan Group and any Master Servicer Advance Date, (x) the sum,
without
duplication, of (i) all scheduled interest collected during the
related Due
Period (for the avoidance of doubt, other than Credit Comeback
Excess Amounts)
with respect to the related Mortgage Loans less the related Master
Servicing
Fee, (ii) all interest on prepayments received during the related
Prepayment
Period with respect to such Mortgage Loans, other than Prepayment
Interest
Excess, (iii) all related Advances relating to interest with
respect to such
Mortgage Loans, (iv) all related Compensating Interest with respect
to such
Mortgage Loans, (v) Liquidation Proceeds with respect to such
Mortgage Loans
collected during the related Due Period (to the extent such
Liquidation
Proceeds relate to interest) and (vi) the related [Capitalized
Interest
Requirement] [Seller Shortfall Interest Requirement], less (y)
all
reimbursements to the Master Servicer during the related Due Period
for
Advances of interest previously made allocable to such Loan
Group.
Investment Letter: As defined in Section 5.02(b).
Item 1119 Party: The Depositor, any Seller, the Master
Servicer,
the Trustee, any Subservicer, any originator identified in the
Prospectus
Supplement, the Corridor Contract Counterparty, the [Class AF-5B]
Insurer and
any other material transaction party, as identified in Exhibit X
hereto, as
updated pursuant to Section 11.04.
Last Scheduled Distribution Date: With respect to the Class
[AF-5B] Certificates, the Distribution Date occurring in __________
20__.
Late Payment Rate: With respect to any Distribution Date, the
lesser of (i) the greater of (a) the rate of interest, as it is
publicly
announced by ______________ at its principal office in New York,
New York as
its prime rate (any change in such prime rate of interest to be
effective on
the date such change is announced by __________) plus __% and (b)
the then
applicable highest rate of interest on the Class [AF-5B]
Certificates and (ii)
the maximum rate permissible under applicable usury or similar
laws
I-23
<PAGE>
limiting interest rates. The Late Payment Rate shall be computed on
the basis
of the actual number of days elapsed over a year of 360 days.
Latest Possible Maturity Date: The Distribution Date following
the
third anniversary of the scheduled maturity date of the Mortgage
Loan having
the latest scheduled maturity date as of the Cut-off Date.
Lender PMI Mortgage Loan: Certain Mortgage Loans as to which
the
lender (rather than the borrower) acquires the Primary Insurance
Policy and
charges the related borrower an interest premium.
LIBOR: The London interbank offered rate for one-month United
States dollar deposits calculated in the manner described in
Section 4.08.
LIBOR Business Day: Any day on which banks in the City of
London,
England and New York City, U.S.A. are open and conducting
transactions in
foreign currency and exchange.
LIBOR Certificates: As
specified in the Preliminary Statement.
Limited Exchange Act Reporting Obligations: The obligations of
the
Master Servicer under Section 3.16(b), Section 6.03 and Section
6.04 with
respect to notice and information to be provided to the Depositor
and Article
XI (except Section 11.07(a)(1) and (2).
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan (including any REO Property) which was
liquidated in
the calendar month preceding the month of such Distribution Date
and as to
which the Master Servicer has determined (in accordance with this
Agreement)
that it has received all amounts it expects to receive in
connection with the
liquidation of such Mortgage Loan, including the final disposition
of an REO
Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of
Mortgage
Loans, whether through trustee's sale, foreclosure sale or
otherwise or
amounts received in connection with any condemnation or partial
release of a
Mortgaged Property and any other proceeds received in connection
with an REO
Property received in connection with or prior to such Mortgage Loan
becoming a
Liquidated Mortgage Loan (other than the amount of such net
proceeds
representing any profit realized by the Master Servicer in
connection with the
disposition of any such properties), less the sum of related
unreimbursed
Advances, Master Servicing Fees and Servicing Advances.
Loan Group: Any of Loan Group [1], Loan Group [2] or Loan Group
[3].
Loan Group [1]: The Group [1] Mortgage Loans.
Loan Group [2]: The Group [2] Mortgage Loans.
Loan Group [3]: The Group [3] Mortgage Loans.
Loan Number and Borrower Identification Mortgage Loan Schedule:
With respect to any Supplemental Transfer Date, the Loan Number and
Borrower
Identification Mortgage Loan Schedule delivered in connection with
such
Supplemental Transfer Date pursuant to Section 2.01(f). Each Loan
Number and
Borrower Identification Mortgage Loan Schedule shall contain the
information
specified in the definition of "Mortgage Loan Schedule" with
respect to the
Supplemental Mortgage Loans conveyed
I-24
<PAGE>
on such Supplemental Transfer Date, and each Loan Number and
Borrower
Identification Mortgage Loan Schedule shall be deemed to be
included in the
Mortgage Loan Schedule.
Loan-to-Value Ratio: The fraction, expressed as a percentage,
the
numerator of which is the original principal balance of the related
Mortgage
Loan and the denominator of which is the Appraised Value of the
related
Mortgaged Property.
Lost Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
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..
Margin: With respect to any Interest Accrual Period and Class
of
Adjustable Rate Certificates, the per annum rate indicated in the
following
table:
------------------------------------------------------
Class
Margin (1) Margin (2)
------------------------------------------------------
Class [AF-1A].............. ____%
____%
------------------------------------------------------
Class [2-AV-1]............. ____%
____%
------------------------------------------------------
Class [2-AV-2]............. ____%
____%
------------------------------------------------------
Class [2-AV-__]............ ____%
____%
------------------------------------------------------
Class [3-AV-1]............. ____%
____%
------------------------------------------------------
Class [3-AV-2]............. ____%
____%
------------------------------------------------------
Class [3-AV-__]............ ____%
____%
------------------------------------------------------
Class [MV-1]............... ____%
____%
------------------------------------------------------
Class [MV-2]............... ____%
____%
------------------------------------------------------
Class [MV-3]............... ____%
____%
------------------------------------------------------
Class [MV-__].............. ____%
____%
------------------------------------------------------
Class [MV-__].............. ____%
____%
------------------------------------------------------
Class [BV]................. ____%
____%
------------------------------------------------------
(1) For any
Interest Accrual Period relating to any Distribution Date
occurring
on or prior to the Optional Termination Date.
(2) For any
Interest Accrual Period relating to any Distribution Date
occurring
after the Optional Termination Date.
Master Servicer: [Countrywide Home Loans Servicing LP], a Texas
limited partnership, and its successors and assigns, in its
capacity as master
servicer hereunder.
Master Servicer Advance Date: As to any Distribution Date, the
Business Day immediately preceding such Distribution Date.
Master 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
I-25
<PAGE>
Due Date in the month preceding the month of such Distribution
Date, subject
to reduction as provided in Section 3.14.
Master Servicing Fee Rate: With respect to each Mortgage Loan,
the
per annum rate set forth on the Mortgage Loan Schedule for such
Mortgage Loan.
Master Servicer Prepayment Charge Payment Amount: The amounts
(i)
payable by the Master Servicer in respect of any Prepayment Charges
waived
other than in accordance with the standard set forth in the first
sentence of
Section 3.19(a), or (ii) collected from the Master Servicer in
respect of a
remedy for the breach of the representation made by [Countrywide]
set forth in
Section 3.19(c).
Maximum Mortgage Rate: With respect to each Adjustable Rate
Mortgage Loan, the maximum rate of interest set forth as such in
the related
Mortgage Note.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under the laws of the State of
Delaware, or
any successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on
the
MERS(R) System.
MERS(R) System: The system of recording transfers of mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage
Loan.
Minimum Mortgage Rate: With respect to each Adjustable Rate
Mortgage Loan, the minimum rate of interest set forth as such in
the related
Mortgage Note.
Modified Mortgage Loan: As defined in Section 3.12(a).
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 or first priority ownership interest in an estate
in fee
simple in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01
hereof pertaining to a particular Mortgage Loan and any additional
documents
delivered to the Trustee to be added to the Mortgage File pursuant
to this
Agreement.
Mortgage Index: As to any Adjustable Rate Mortgage Loan on any
Adjustment Date related thereto, the index for the adjustment of
the Mortgage
Rate set forth as such in the related
I-26
<PAGE>
Mortgage Note, such index in general being the average of the
London interbank
offered rates for six-month U.S. dollar deposits in the London
market, as set
forth in The Wall Street Journal, as most recently announced as of
a date [45]
days prior to such Adjustment Date or, if the Index ceases to be
published in
The Wall Street Journal or becomes unavailable for any reason, then
the Index
shall be a new index selected by the Master Servicer, based on
comparable
information.
Mortgage Loan Schedule: The list of Mortgage Loans (as from
time
to time amended by the Master Servicer to reflect the deletion of
Liquidated
Mortgage Loans and Deleted Mortgage Loans and the addition of (x)
Replacement
Mortgage Loans pursuant to the provisions of this Agreement and
(y)
Supplemental Mortgage Loans pursuant to the provisions of this
Agreement and
any Supplemental Transfer Agreement) transferred to the Trustee as
part of the
Trust Fund and from time to time subject to this Agreement,
attached hereto as
Schedule I, setting forth in the following information with respect
to each
Mortgage Loan:
(i) the loan number;
(ii) the Loan Group;
(iii) the
Appraised Value;
(iv) the Initial Mortgage Rate;
(v) the maturity date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the
first payment date of the Mortgage Loan;
(ix) the Scheduled Payment in effect as of the Cut-off Date;
(x) the Loan-to-Value Ratio at origination;
(xi) a code indicating whether the residential dwelling at
the time of origination was represented to be owner-occupied;
(xii) (x) a code indicating whether the residential dwelling
is either (a) a detached single family dwelling (b) a dwelling
in
a de minimis PUD, (c) a condominium unit or PUD (other than a
de
minimis PUD), (d) a two- to four-unit residential property or
(e)
a Cooperative Unit;
(xiii) a code indicating whether such Mortgage Loan is a
Credit Comeback Loan;
(xiv) [Reserved];
(xv) [Reserved];
(xvi) the purpose of the Mortgage Loan;
I-27
<PAGE>
(xvii) with respect to each Adjustable Rate Mortgage Loan:
(a) the
frequency of each Adjustment Date;
(b) the next
Adjustment Date;
(c) the Maximum
Mortgage Rate;
(d) the Minimum
Mortgage Rate;
(e) the Mortgage
Rate as of the Cut-off Date;
(f) the related
Initial Periodic Rate Cap and Subsequent Periodic Rate Cap;
and
(g) the Gross
Margin;
(xviii) a code indicating whether the Mortgage Loan is a
[Countrywide] Mortgage Loan, a [Park Granada] Mortgage Loan, a
[Park Monaco] Mortgage Loan or a [Park Sienna] Mortgage Loan;
(xix) the premium rate for any lender-paid mortgage
insurance, if applicable; and
(xx) a code indicating whether the Mortgage Loan is a Fixed
Rate Mortgage Loan or an Adjustable Rate Mortgage Loan.
Such schedule shall also set forth the total of the amounts
described under
(vii) above for all of the Mortgage Loans and for each Loan Group.
The
Mortgage Loan Schedule shall be deemed to include each Loan Number
and
Borrower Identification Mortgage Loan Schedule delivered pursuant
to Section
2.01(f) and all the related Supplemental Mortgage Loans and
Supplemental
Mortgage Loan information included therein.
Mortgage Loans: Such of the Group [1] Mortgage Loans, Group [2]
Mortgage Loans and Group [3] Mortgage Loans transferred and
assigned to the
Trustee pursuant to the provisions hereof and any Supplemental
Transfer
Agreement as from time to time are held as part of the Trust Fund
(including
any REO Property), the mortgage loans so held being identified in
the Mortgage
Loan Schedule, notwithstanding foreclosure or other acquisition of
title of
the related Mortgaged Property. Any mortgage loan that was intended
by the
parties hereto to be transferred to the Trust Fund as indicated by
such
Mortgage Loan Schedule which is in fact not so transferred for any
reason,
including a breach of the representation contained in Section 2.02
hereof,
shall continue to be a Mortgage Loan hereunder until the Purchase
Price with
respect thereto has been paid to the Trust Fund.
Mortgage Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage Loan.
Mortgage Pool: The aggregate of the Mortgage Loans identified
in
the Mortgage Loan Schedule.
Mortgage Rate: The annual rate of interest borne by a Mortgage
Note from time to time; provided, however, the Mortgage Rate for
each Credit
Comeback Loan shall be treated for all purposes of payments on
the
Certificates, including the calculation of the Pass-Through Rates
and the
applicable Net
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<PAGE>
Rate Cap, as reduced by [0.375]% on the Due Date following the end
of each of
the first [four] annual periods after the origination date,
irrespective of
whether the Mortgagor qualifies for the reduction by having a good
payment
history.
Mortgaged Property: The underlying property securing a Mortgage
Loan, which, with respect to a Cooperative Loan, is the related
Coop Shares
and Proprietary Lease.
Mortgagor: The
obligors on a Mortgage Note.
NAS Factor: For any Distribution Date set forth below, the
percentage set forth in the following table:
Distribution Date
Percentage
------------------------------------------------ ------------
_____ 200_ - _______ 200_.......................
__%
_____ 200_ - _______ 200_.......................
__%
_____ 200_ - _______ 200_.......................
__%
_____ 200_ - _______ 200_.......................
__%
_____ 200_ and thereafter.......................
__%
NAS Principal Distribution Amount: For any Distribution Date,
an
amount equal to the product of (i) the Class [AF-__] Portion for
such
Distribution Date, (ii) any amounts distributed to the Class [AF]
Certificates
pursuant to Section 4.02(c) and 4.02(e)(1) for such Distribution
Date and
(iii) the NAS Factor for such Distribution Date.
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 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.
Net Prepayment Interest Shortfalls: As to any Distribution
Date,
the amount by which the aggregate of Prepayment Interest Shortfalls
during the
related Prepayment Period exceeds the Compensating Interest for
that
Distribution Date.
Net Rate Cap: With respect to any Distribution Date, (i) with
respect to each Class of Class [AF] Certificates (other than the
Class [AF-5B]
Certificates) and the Fixed Rate Subordinate Certificates, the
Fixed Rate Net
Rate Cap, (ii) with respect to the Class [AF-5B] Certificates, the
Fixed Rate
Net Rate Cap less the Class [AF-5B] Policy Premium Rate, (iii) with
respect to
each Class of Class [2-AV] Certificates, the Class [2-AV] Net Rate
Cap, (iv)
with respect to each Class of Class [3-AV] Certificates, the Class
[3-AV] Net
Rate Cap and (v) with respect to each Class of Adjustable Rate
Subordinate
Certificates, the Adjustable Rate Subordinate Net Rate Cap.
Net Rate Carryover: With respect to any Class of Interest
Bearing
Certificates and any Distribution Date, the sum of (A) the excess
of (i) the
amount of interest that such Class would otherwise have accrued for
such
Distribution Date had the Pass-Through Rate for such Class and the
related
Interest Accrual Period not been determined based on the applicable
Net Rate
Cap, over (ii) the amount of interest accrued on such Class at the
applicable
Net Rate Cap for such Distribution Date and (B) the Net Rate
Carryover for
such Class for all previous Distribution Dates not previously paid
pursuant to
Section 4.02, together with interest thereon at the
then-applicable
Pass-Through Rate for such Class, without giving effect to the
applicable Net
Rate Cap.
I-29
<PAGE>
NIM Insurer: Any insurer guarantying at the request of
[Countrywide] certain payments under notes backed or secured by the
Class [C]
or Class [P] Certificates.
Nonrecoverable Advance: Any portion of an Advance previously
made
or proposed to be made by the Master Servicer that, in the good
faith judgment
of the Master Servicer, will not or, in the case of a current
delinquency,
would not, be ultimately recoverable by the Master Servicer from
the related
Mortgagor, related Liquidation Proceeds or otherwise.
Non-Delay Certificates: As specified in the Preliminary
Statement.
Non-United States Person : A Person that is not a citizen or
resident of the United States, a corporation, partnership, or other
entity
(treated as a corporation or a partnership for federal income tax
purposes)
created or organized in or under the laws of the United States, any
state
thereof or the District of Columbia, an estate whose income from
sources
without the United States is includible in gross income for United
States
federal income tax purposes regardless of its connection with the
conduct of a
trade or business within the United States, or a trust if a court
within the
United States is able to exercise primary supervision over the
administration
of the trust and one or more United States persons have authority
to control
all substantial decisions of the trustor.
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: Not applicable.
Notional Amount Certificates: As specified in the Preliminary
Statement.
Offered Certificates: As specified in the Preliminary
Statement.
Officer's Certificate: A certificate (i) in the case of the
Depositor, signed by the [Chairman of the Board, the Vice Chairman
of the
Board, the President, a Managing Director, a Vice President
(however
denominated), an Assistant Vice President, the Treasurer, the
Secretary, or
one of the Assistant Treasurers or Assistant Secretaries] of the
Depositor,
(ii) in the case of the Master Servicer, signed by the [President,
an
Executive Vice President, a Vice President, an Assistant Vice
President, the
Treasurer, or one of the Assistant Treasurers or Assistant
Secretaries] of
[Countrywide] GP, Inc.], its general partner, (iii) if provided for
in this
Agreement, signed by a Servicing Officer, as the case may be, and
delivered to
the Depositor and the Trustee, as the case may be, as required by
this
Agreement or (iv) in the case of any other Person, signed by an
authorized
officer of such Person.
One-Month LIBOR: With respect to any Interest Accrual Period,
the
rate determined according to Section 4.08.
Opinion of Counsel: A written opinion of counsel, who may be
counsel for a Seller, the Depositor or the Master Servicer,
including,
in-house counsel, reasonably acceptable to the Trustee; provided,
however,
that with respect to the interpretation or application of the
REMIC
Provisions, such counsel must (i) in fact be independent of a
Seller, the
Depositor and the Master Servicer, (ii) not have any direct
financial interest
in a Seller, the Depositor or the Master Servicer or in any
affiliate thereof,
and (iii) not be connected with a Seller, the Depositor or the
Master Servicer
as an officer, employee, promoter, underwriter, trustee, partner,
director or
person performing similar functions.
I-30
<PAGE>
Optional Termination: The termination of the Trust Fund
provided
hereunder pursuant to the purchase of the Mortgage Loans pursuant
to clause
(a) of the first sentence of Section 9.01 hereof.
Optional Termination Date: The first Distribution Date on which
the aggregate Stated Principal Balance of the Mortgage Loans is
less than or
equal to [10]% of the sum of the aggregate Cut-off Date Principal
Balance of
the Initial Mortgage Loans and the Supplemental Amount.
Original Mortgage Loan: The mortgage loan refinanced in
connection
with the origination of a Refinancing Mortgage Loan.
Original Subordinate Principal Balance: The aggregate of the
Class
Certificate Balances of the Subordinated Certificates as of the
Closing Date.
Original Value: The value of the property underlying a Mortgage
Loan based, in the case of the purchase of the underlying Mortgaged
Property,
on the lower of an appraisal satisfactory to the Master Servicer or
the sales
price of such property or, in the case of a refinancing, on an
appraisal
satisfactory to the Master Servicer.
OTS: The Office of Thrift Supervision.
Outside Reference Date: As to any Interest Accrual Period for
the
COFI Certificates, the close of business on the tenth day
thereof.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except:
(i) Certificates theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; and
(ii) Certificates in exchange for which or in lieu of which
other Certificates have been executed and delivered by the
Trustee
pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Distribution Date, a
Mortgage
Loan with a Stated Principal Balance greater than zero that was not
the
subject of a Principal Prepayment in full, and that did not become
a
Liquidated Mortgage Loan, prior to the end of the related
Prepayment Period.
Ownership Interest: As
to any Certificate, any ownership interest
in such Certificate including any interest in such Certificate as
the Holder
thereof and any other interest therein, whether direct or indirect,
legal or
beneficial.
[Park Granada]: [Park Granada LLC], a Delaware limited
liability
company, and its successors and assigns, in its capacity as the
seller of the
[Park Granada] Mortgage Loans to the Depositor.]
[Park Granada] Mortgage Loans: The Mortgage Loans identified as
such on the Mortgage Loan Schedule for which [Park Granada] is the
applicable
Seller.]
[Park Monaco]: [Park Monaco Inc.], a Delaware corporation, and
its
successors and assigns, in its capacity as the seller of the [Park
Monaco]
Mortgage Loans to the Depositor.]
I-31
<PAGE>
[Park Monaco] Mortgage Loans: The Mortgage Loans identified as
such on the Mortgage Loan Schedule for which [Park Monaco] is the
applicable
Seller.]
[Park Sienna]: [Park Sienna LLC], a Delaware limited liability
company, and its successors and assigns, in its capacity as the
seller of the
[Park Sienna] Mortgage Loans to the Depositor.]
[Park Sienna] Mortgage Loans: The Mortgage Loans identified as
such on the Mortgage Loan Schedule for which [Park Sienna] is the
applicable
Seller.]
Pass-Through Rate: With respect to any Interest Accrual Period
and
each Class of Adjustable Rate Certificates the lesser of (x)
One-Month LIBOR
for such Interest Accrual Period plus the Margin for such Class and
Interest
Accrual Period and (y) the applicable Net Rate Cap for such Class
and the
related Distribution Date. With respect to any Interest Accrual
Period and
each Class of Fixed Rate Certificates, the lesser of (x) the per
annum rate
set forth in the following table for such Class and Interest
Accrual Period
and (y) the applicable Net Rate Cap for such Class and the
related
Distribution Date.
------------------------------------------------------------
Pass-Through Pass-Through
Class
Rate (1)
Rate (2)
------------------------------------------------------------
[AF-1B]
____%
____%
------------------------------------------------------------
[AF-2]
____%
____%
------------------------------------------------------------
[AF-3]
____%
____%
------------------------------------------------------------
[AF-4]
____%
____%
------------------------------------------------------------
[AF-5A]
____%
____%
------------------------------------------------------------
[AF-5B]
____%
____%
------------------------------------------------------------
[AF-__]
____%
____%
------------------------------------------------------------
[MF-1]
____%
____%
------------------------------------------------------------
[MF-2]
____%
____%
------------------------------------------------------------
[MF-3]
____%
____%
------------------------------------------------------------
[MF-__]
____%
____%
------------------------------------------------------------
[MF-__]
____%
____%
------------------------------------------------------------
[BF]
____%
____%
------------------------------------------------------------
(1) For any Interest Accrual Period relating to any Distribution
Date
occurring
on or prior to the Optional Termination Date.
(2) For any Interest Accrual Period relating to any Distribution
Date
occurring
after the Optional Termination Date.
Percentage Interest: As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made on
the related
Class, such percentage interest being set forth on the face thereof
or equal
to the percentage obtained by dividing the Denomination of such
Certificate by
the aggregate of the Denominations of all Certificates of the same
Class. With
respect to the Class [C], Class [P] and Class A-R Certificates, the
portion of
the Class evidenced thereby, expressed as a percentage, as stated
on the face
of such Certificate.
Performance Certification: As defined in Section 11.05.
I-32
<PAGE>
Permitted Investments: At any time, any one or more of the
following obligations and securities:
(i) obligations of the United States or any agency thereof,
provided such obligations are backed by the full faith and
credit
of the United States;
(ii) general obligations of or obligations guaranteed by any
state of the United States or the District of Columbia
receiving
the highest long-term debt rating of each Rating Agency, or
such
lower rating as each Rating Agency has confirmed in writing is
sufficient for the ratings originally assigned to the
Certificates
by such Rating Agency (without regard to the Class [AF-5B]
Policy,
in the case of Class [AF-5B] Certificates);
(iii) commercial or finance company paper which is then
receiving the highest commercial or finance company paper
rating
of each Rating Agency, or such lower rating as each Rating
Agency
has confirmed in writing is sufficient for the ratings
originally
assigned to the Certificates by such Rating Agency (without
regard
to the Class [AF-5B] Policy, in the case of the Class [AF-5B]
Certificates);
(iv) certificates of deposit, demand or time deposits, or
bankers' acceptances issued by any depository institution or
trust
company incorporated under the laws of the United States or of
any
state thereof and subject to supervision and examination by
federal and/or state banking authorities, provided that the
commercial paper and/or long term unsecured debt obligations of
such depository institution or trust company (or in the case of
the principal depository institution in a holding company
system,
the commercial paper or long-term unsecured debt obligations of
such holding company, but only if Moody's is not a Rating
Agency)
are then rated one of the two highest long-term and the highest
short-term ratings of each such Rating Agency for such
securities,
or such lower ratings as each Rating Agency has confirmed in
writing is sufficient for the ratings originally assigned to
the
Certificates by such Rating Agency (without regard to the Class
[AF-5B] Policy, in the case of Class [AF-5B] Certificates);
(v) repurchase obligations with respect to any security
described in clauses (i) and (ii) above, in either case entered
into with a depository institution or trust company (acting as
principal) described in clause (iv) above;
(vi) securities (other than stripped bonds, stripped coupons
or instruments sold at a purchase price in excess of [115]% of
the
face amount thereof) bearing interest or sold at a discount
issued
by any corporation incorporated under the laws of the United
States or any state thereof which, at the time of such
investment,
have one of the two highest long term ratings of each Rating
Agency (except (x) if the Rating Agency is Moody's, such rating
shall be the highest commercial paper rating of S&P for any
such
securities) and (y), or such lower rating as each Rating Agency
has confirmed in writing is sufficient for the ratings
originally
assigned to the Certificates by such Rating Agency (without
regard
to the Class [AF-5B] Policy, in the case of Class [AF-5B]
Certificates);
I-33
<PAGE>
(vii) interests in any money market fund which at the date
of acquisition of the interests in such fund and throughout the
time such interests are held in such fund has the highest
applicable long term rating by each Rating Agency or such lower
rating as each Rating Agency has confirmed in writing is
sufficient for the ratings originally assigned to the
Certificates
by such Rating Agency (without regard to the Class [AF-5B]
Policy,
in the case of Class [AF-5B] Certificates);
(viii) short term investment funds sponsored by any trust
company or national banking association incorporated under the
laws of the United States or any state thereof which on the
date
of acquisition has been rated by each Rating Agency in their
respective highest applicable rating category or such lower
rating
as each Rating Agency has confirmed in writing is sufficient
for
the ratings originally assigned to the Certificates by such
Rating
Agency (without regard to the Class [AF-5B] Policy, in the case
of
Class [AF-5B] Certificates); and
(ix) such other relatively risk free investments having a
specified stated maturity and bearing interest or sold at a
discount acceptable to each Rating Agency as will not result in
the downgrading or withdrawal of the rating then assigned to
the
Certificates by any Rating Agency (without regard to the Class
[AF-5B] Policy, in the case of Class [AF-5B] Certificates), as
evidenced by a signed writing delivered by each Rating Agency,
and
reasonably acceptable to the NIM Insurer, as evidenced by a
signed
writing delivered by the NIM Insurer;
provided, that no such instrument shall be a Permitted Investment
if such
instrument (i) evidences the right to receive interest only
payments with
respect to the obligations underlying such instrument, (ii) is
purchased at a
premium or (iii) is purchased at a deep discount; provided further
that no
such instrument shall be a Permitted Investment (A) if such
instrument
evidences principal and interest payments derived from obligations
underlying
such instrument and the interest payments with respect to such
instrument
provide a yield to maturity of greater than [120]% of the yield to
maturity at
par of such underlying obligations, or (B) if it may be redeemed at
a price
below the purchase price (the foregoing clause (B) not to apply to
investments
in units of money market funds pursuant to clause (vii) above);
provided
further that no amount beneficially owned by any REMIC (including,
without
limitation, any amounts collected by the Master Servicer but not
yet deposited
in the Certificate Account) may be invested in investments (other
than money
market funds) treated as equity interests for Federal income tax
purposes,
unless the Master Servicer shall receive an Opinion of Counsel, at
the expense
of Master Servicer, to the effect that such investment will not
adversely
affect the status of any such REMIC as a REMIC under the Code or
result in
imposition of a tax on any such REMIC. Permitted Investments that
are subject
to prepayment or call may not be purchased at a price in excess of
par.
Permitted Transferee: Any Person other than (i) the United
States,
any State or political subdivision thereof, or any agency or
instrumentality
of any of the foregoing, (ii) a foreign government, International
Organization
or any agency or instrumentality of either of the foregoing, (iii)
an
organization (except certain farmers' cooperatives described in
section 521 of
the Code) that is exempt from tax imposed by Chapter 1 of the Code
(including
the tax imposed by section 511 of the Code on unrelated business
taxable
income) on any excess inclusions (as defined in section 860E(c)(1)
of the
Code) with respect to any Class A-R Certificate, (iv) rural
electric and
telephone cooperatives described in section 1381(a)(2)(C) of the
Code, (v) an
"electing large partnership" as defined in section 775 of the Code,
(vi) a
Person that is not a citizen or resident of the United States, a
corporation,
partnership, or other entity (treated as a corporation or a
partnership for
federal income tax purposes) created or
I-34
<PAGE>
organized in or under the laws of the United States, any state
thereof or the
District of Columbia, or an estate whose income from sources
without the
United States is includible in gross income for United States
federal income
tax purposes regardless of its connection with the conduct of a
trade or
business within the United States, or a trust if a court within the
United
States is able to exercise primary supervision over the
administration of the
trust and one or more United States Persons have authority to
control all
substantial decisions of the trustor unless such Person has
furnished the
transferor and the Trustee with a duly completed Internal Revenue
Service Form
W-8ECI, and (vii) any other Person so designated by the Trustee
based upon an
Opinion of Counsel that the Transfer of an Ownership Interest in a
Class A-R
Certificate to such Person may cause any REMIC formed hereunder to
fail to
qualify as a REMIC at any time that any Certificates are
Outstanding. The
terms "United States," "State" and "International Organization"
shall have the
meanings set forth in section 7701 of the Code or successor
provisions. A
corporation will not be treated as an instrumentality of the United
States or
of any State or political subdivision thereof for these purposes if
all of its
activities are subject to tax and, with the exception of the
Federal Home Loan
Mortgage Corporation, a majority of its board of directors is not
selected by
such government unit.
Person: Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company,
trust,
unincorporated organization or government, or any agency or
political
subdivision thereof.
Physical Certificate:
As specified in the Preliminary Statement.
Planned Balance: With respect to any group of Planned Principal
Classes or Components in the aggregate and any Distribution Date
appearing in
Schedule V hereto, the Aggregate Planned Balance for such group
and
Distribution Date. With respect to any other Planned Principal
Class or
Component and any Distribution Date appearing in Schedule V hereto,
the
applicable amount appearing opposite such Distribution Date for
such Class or
Component.
Planned Principal Classes: As specified in the Preliminary
Statement.
Pool Characteristics: With respect to the Mortgage Loans as of
the
Cut-off Date, the characteristics set forth in the sixth bullet
point under
"The Mortgage Pool--Conveyance of Supplemental Mortgage Loans" set
forth on
page S-__ of the Prospectus Supplement.
Pool Stated Principal Balance: The aggregate of the Stated
Principal Balances of the Mortgage Loans which were Outstanding
Mortgage
Loans.
Preference Amount: Any payment of principal or interest on a
Class
[AF-5B] Certificate which has become Due for Payment and which was
made to a
Holder by or on behalf of the Trust Fund, which has been deemed a
preferential
transfer and was previously recovered from the Holder pursuant to
the United
States Bankruptcy Code in accordance with a final, non-appealable
order of a
court of competent jurisdiction.
Preference Claim: As defined in Section 4.05(h).
Prepayment Assumption: The applicable rate of prepayment, as
described in the Prospectus Supplement relating to the
Certificates.
Prepayment Charge: With respect to any Mortgage Loan, the
charges
or premiums, if any, due in connection with a full or partial
prepayment of
such Mortgage Loan within the related
I-35
<PAGE>
Prepayment Charge Period in accordance with the terms thereof
(other than any
Master Servicer Prepayment Charge Payment Amount).
Prepayment Charge Period: With respect to any Mortgage Loan,
the
period of time during which a Prepayment Charge may be imposed.
Prepayment Charge Schedule: As of the Initial Cut-off Date with
respect to each Initial Mortgage Loan and as of the Supplemental
Cut-off Date
with respect to each Supplemental Mortgage Loan, a list attached
hereto as
Schedule I (including the Prepayment Charge Summary attached
thereto), setting
forth the following information with respect to each Prepayment
Charge:
(i) the Mortgage Loan identifying number;
(ii) a code indicating the type of Prepayment Charge;
(iii) the state of origination of the related Mortgage Loan;
(iv) the date on which the first monthly payment was due on
the related Mortgage Loan;
(v) the term of the related Prepayment Charge; and
(vi) the principal balance of the related Mortgage Loan as
of the Cut-off Date.
As of the Closing Date, the Prepayment Charge Schedule shall
contain the necessary information for each Initial Mortgage Loan.
The
Prepayment Charge Schedule shall be amended by the Master Servicer
upon the
sale of any Supplemental Mortgage Loans to the Trust Fund. In
addition, the
Prepayment Charge Schedule shall be amended from time to time by
the Master
Servicer in accordance with the provisions of this Agreement and a
copy of
each related amendment shall be furnished by the Master Servicer to
the Class
[P] and Class [C] Certificateholders and the NIM Insurer.
Prepayment Interest Excess: With respect to any Distribution
Date,
for each Mortgage Loan that was the subject of a Principal
Prepayment during
the period from the related Due Date to the end of the related
Prepayment
Period, any payment of interest received in connection therewith
(net of any
applicable Master Servicing Fee) representing interest accrued for
any portion
of such month of receipt.
Prepayment Interest Shortfall: As to any Distribution Date,
Mortgage Loan and 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 ___________, 200_) 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 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 related Due
Date, the period beginning with the opening of business on the
[sixteenth] day
of the calendar month preceding the month in which such
Distribution Date
occurs (or, with respect to the first Distribution Date, the period
beginning
with the opening of business on the day immediately following the
Initial
Cut-off Date) and ending on the close of business on the
[fifteenth] day of
the month in which such Distribution Date occurs.
I-36
<PAGE>
Prime Rate: The prime commercial lending rate of
________________,
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
__________________ lowest rate of interest.
Principal Distribution Amount: With respect to each
Distribution
Date and a Loan Group, the sum of (i) the Principal Remittance
Amount for such
Loan Group for such Distribution Date, (ii) the Extra Principal
Distribution
Amount for such Loan Group for such Distribution Date, and (iii)
with respect
to the Distribution Date immediately following the end of the
Conveyance
Period, the amount, if any, remaining in the Supplemental Loan
Account at the
end of the Conveyance Period (net of any investment income
therefrom)
allocable to such Loan Group.
Principal Prepayment: Any payment of principal by a Mortgagor on
a
Mortgage Loan that is received in advance of its scheduled Due Date
and is not
accompanied by an amount representing scheduled interest due on any
date or
dates in any month or months subsequent to the month of prepayment.
Partial
Principal Prepayments shall be applied by the Master Servicer in
accordance
with the terms of the related Mortgage Note.
Principal Prepayment in Full: Any Principal Prepayment made by
a
Mortgagor of the entire principal balance of a Mortgage Loan.
Principal Relocation Payment: In the case of the Variable Loan
Groups and Variable Interests only, a payment from any Loan Group
to a REMIC 2
Interest other than a Regular Interest corresponding to that Loan
Group as
provided in the Preliminary Statement. Principal Relocation
Payments shall be
made of principal allocations comprising the Principal Remittance
Amount from
a Loan Group and shall include a proportionate allocation of
Realized Losses
from the Mortgage Loans of such Loan Group.
Principal Remittance Amount: With respect to the Mortgage Loans
in
each Loan Group and any Distribution Date, (a) the sum, without
duplication,
of: (i) the scheduled principal collected with respect to the
Mortgage Loans
during the related Due Period or advanced on or before ________
[Pacific time]
on the related Master Servicer Advance Date, (ii) Principal
Prepayments
collected in the related Prepayment Period, with respect to the
Mortgage
Loans, (iii) the Stated Principal Balance of each Mortgage Loan
that was
repurchased by a Seller or purchased by the Master Servicer with
respect to
such Distribution Date, (iv) the amount, if any, by which the
aggregate unpaid
principal balance of any Replacement Mortgage Loans is less than
the aggregate
unpaid principal balance of any Deleted Mortgage Loans delivered by
the
Sellers in connection with a substitution of a Mortgage Loan and
(v) all
Liquidation Proceeds (to the extent such Liquidation Proceeds
related to
principal) and Subsequent Recoveries collected during the related
Due Period;
less (b) all Nonrecoverable Advances relating to principal and
certain
expenses reimbursable pursuant to Section 6.03 and reimbursed
during the
related Due Period.
Principal Reserve Fund: The separate Eligible Account created
and
initially maintained by the Trustee pursuant to Section 3.05 in the
name of
the Trustee for the benefit of the Certificateholders and
designated
"__________________ in trust for registered Holders of CWALT,
Inc.,
Alternative Loan Trust 200_-__, Mortgage Pass-Through Certificates,
Series
200_-__". Funds in the Principal Reserve Fund shall be held in
trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Private Certificates: As specified in the Preliminary
Statement.
I-37
<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 __________, 200_ generally
relating to mortgage pass-through certificates to be sold by the
Depositor.
Prospectus Supplement: The Prospectus Supplement, dated
_____________, 200_, relating to the Offered Certificates.
PTCE 95-60: As defined in Section 5.02(b).
PUD: A Planned Unit Development.
Purchase Price: With respect to any Mortgage Loan required to
be
purchased by a Seller pursuant to Section 2.02 or 2.03 hereof or
purchased at
the option of the Master Servicer pursuant to Section 3.11, an
amount equal to
the sum of (i) 100% of the unpaid principal balance of the Mortgage
Loan on
the date of such purchase, (ii) accrued interest thereon at the
applicable
Mortgage Rate (or at the applicable Adjusted Mortgage Rate if (x)
the
purchaser is the Master Servicer or (y) if the purchaser is
[Countrywide] and
[Countrywide] is an affiliate of the Master Servicer) from the date
through
which interest was last paid by the Mortgagor to the Due Date in
the month in
which the Purchase Price is to be distributed to Certificateholders
and (iii)
costs and damages incurred by the Trust Fund in connection with a
repurchase
pursuant to Section 2.03 hereof that arises out of a violation of
any
predatory or abusive lending law with respect to the related
Mortgage Loan.
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 herein to a given rating category of a Rating Agency
shall mean
such rating category without giving effect to any modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan,
an
amount (not less than zero or more than the Stated Principal
Balance of the
Mortgage Loan) as of the date of such liquidation, equal to (i) the
Stated
Principal Balance of the Liquidated Mortgage Loan as of the date of
such
liquidation, plus (ii) interest at the Adjusted Net Mortgage Rate
from the Due
Date as to which interest was last paid or advanced (and not
reimbursed) to
Certificateholders up to the Due Date in the month in which
Liquidation
Proceeds are required to be distributed on the Stated Principal
Balance of
such Liquidated Mortgage Loan from time to time, minus (iii) the
Liquidation
Proceeds, if any, received during the month in which such
liquidation
occurred, to the extent applied as recoveries of interest at the
Adjusted Net
Mortgage Rate and to principal of the Liquidated Mortgage Loan.
With respect
to each Mortgage Loan which has become the subject of a Deficient
Valuation,
if the principal amount due under the related Mortgage Note has
been reduced,
the difference between the principal balance of the Mortgage Loan
outstanding
immediately prior to such Deficient Valuation and the principal
balance of the
Mortgage Loan as reduced by the Deficient Valuation. With respect
to each
Mortgage Loan which 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 the Realized Loss
with
respect to that Mortgage Loan will be reduced by such Subsequent
Recoveries.
I-38
<PAGE>
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.
Relief Act: The
Servicemembers Civil Relief Act.
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 or any similar state
laws, the
amount, if any, by which (i) interest collectible on such Mortgage
Loan for
the most recently ended calendar month is less than (ii) interest
accrued
thereon for such month pursuant to the Mortgage Note.
Record Date: With respect to any Distribution Date and the
Adjustable Rate Certificates, the Business Day immediately
preceding such
Distribution Date, or if such Certificates are no longer
Book-Entry
Certificates, the last Business Day of the month preceding the
month of such
Distribution Date. With respect to the Fixed Rate Certificates and
the Class
A-R, Class [C] and Class [P] Certificates, the last Business Day of
the month
preceding the month of a Distribution Date.
Reference Bank Rate: With respect to any Interest Accrual
Period,
the arithmetic mean (rounded upwards, if necessary, to the nearest
whole
multiple of [0.03125]%) of the offered rates for United States
dollar deposits
for one month that are quoted by the Reference Banks as of
_________, [New
York City time], on the related Interest Determination Date to
prime banks in
the London interbank market for a period of one month in amounts
approximately
equal to the outstanding aggregate Class Certificate Balance of the
Adjustable
Rate Certificates on such Interest Determination Date, provided
that at least
two such Reference Banks provide such rate. If fewer than two
offered rates
appear, the Reference Bank Rate will be the arithmetic mean
(rounded upwards,
if necessary, to the nearest whole multiple of [0.03125]%) of the
rates quoted
by one or more major banks in New York City, selected by the
Trustee, as of
______, [New York City time], on such date for loans in U.S.
dollars to
leading European banks for a period of one month in amounts
approximately
equal to the aggregate Class Certificate Balance of the Adjustable
Rate
Certificates on such Interest Determination Date.
Reference Banks: ____________, ___________ and _____________,
provided that if any of the foregoing banks are not suitable to
serve as a
Reference Bank, then any leading banks selected by the Trustee
which are
engaged in transactions in Eurodollar deposits in the
international
Eurocurrency market (i) with an established place of business in
London,
England, (ii) not controlling, under the control of or under common
control
with the Depositor, [Countrywide] or the Master Servicer and (iii)
which have
been designated as such by the Trustee.
Refinancing Mortgage Loan: Any Mortgage Loan originated in
connection with the refinancing of an existing mortgage loan.
Regular Certificate: As specified in the Preliminary Statement.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended
from time to time, and subject to such clarification and
interpretation as
have been provided by the Commission in the adopting release
(Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506,
1,531
(Jan. 7, 2005)) or by the staff of the Commission, or as may be
provided by
the Commission or its staff from time to time.
Relief Act: The Servicemembers Civil Relief Act.
I-39
<PAGE>
REMIC: A "real estate mortgage investment conduit" within the
meaning of section 860D of the Code.
REMIC Change of Law: Any proposed, temporary or final
regulation,
revenue ruling, revenue procedure or other official announcement
or
interpretation relating to REMICs and the REMIC Provisions issued
after the
Closing Date.
REMIC Provisions: Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear
at sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and
related
provisions, and regulations promulgated thereunder, as the
foregoing may be in
effect from time to time as well as provisions of applicable state
laws.
REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection
with a
defaulted Mortgage Loan.
REMIC Provisions: Provisions of the federal income tax law
relating to real estate mortgage investment conduits which appear
at section
860A through 860G of Subchapter M of Chapter 1 of the Code, and
related
provisions, and regulations and rulings promulgated thereunder, as
the
foregoing may be in effect from time to time.
Remittance Report: A report prepared by the Master Servicer and
delivered to the Trustee and the NIM Insurer in accordance with
Section 4.02.
REO Property: A Mortgaged Property acquired by the Master
Servicer
through foreclosure or deed-in-lieu of foreclosure in connection
with a
defaulted Mortgage Loan.
[Replacement Mortgage Loan: A Mortgage Loan substituted by a
Seller for a Deleted Mortgage Loan which must, on the date of
such
substitution, as confirmed in a Request for File Release, (i) have
a Stated
Principal Balance, after deduction of the principal portion of the
Scheduled
Payment due in the month of substitution, not in excess of, and not
less than
[90]% of the Stated Principal Balance of the Deleted Mortgage Loan;
(ii) with
respect to any Fixed Rate Mortgage Loan, have a Mortgage Rate not
less than or
no more than [1]% per annum higher than the Mortgage Rate of the
Deleted
Mortgage Loan and, with respect to any Adjustable Rate Mortgage
Loan: (a) have
a Maximum Mortgage Rate no more than [1]% per annum higher or lower
than the
Maximum Mortgage Rate of the Deleted Mortgage Loan; (b) have a
Minimum
Mortgage Rate no more than [1]% per annum higher or lower than the
Minimum
Mortgage Rate of the Deleted Mortgage Loan; (c) have the same
Mortgage Index
and intervals between Adjustment Dates as that of the Deleted
Mortgage Loan;
(d) have a Gross Margin not more than [1]% per annum higher or
lower than that
of the Deleted Mortgage Loan; and (e) have an Initial Periodic Rate
Cap and a
Subsequent Periodic Rate Cap each not more than [1]% lower than
that of the
Deleted Mortgage Loan; (iii) have the same or higher credit
quality
characteristics than that of the Deleted Mortgage Loan; (iv) be
accruing
interest at a rate not more than [1]% per annum higher or lower
than that of
the Deleted Mortgage Loan; (v) have a Loan-to-Value Ratio no higher
than that
of the Deleted Mortgage Loan; (vi) have a remaining term to
maturity not
greater than (and not more than one year less than) that of the
Deleted
Mortgage Loan; (vii) not permit conversion of the Mortgage Rate
from a fixed
rate to a variable rate or vice versa; (viii) provide for a
Prepayment Charge
on terms substantially similar to those of the Prepayment Charge,
if any, of
the Deleted Mortgage Loan; (ix) have the same occupancy type and
lien priority
as the Deleted Mortgage Loan; and (x) comply with each
representation and
warranty set forth in Section 2.03 as of the date of substitution;
provided,
however, that notwithstanding the foregoing, to the extent that
compliance
with clause (x) of this definition would cause a proposed
Replacement Mortgage
Loan to fail to comply with one or more of clauses (i), (ii), (iv),
(viii)
and/or (ix) of this definition, then such proposed Replacement
Mortgage Loan
must comply with clause (x) and need not comply with one
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<PAGE>
or more of clauses (i), (ii), (iv), (viii) and/or (ix), to the
extent, and
only to the extent, necessary to assure that the Replacement
Mortgage Loan
otherwise complies with clause (x).]
Reportable Event: Any event required to be reported on Form
8-K,
and in any event, the following:
(a) entry into a definitive agreement related to the Trust
Fund, the
Certificates or the Mortgage Loans, or an amendment to a
Transaction Document, even if the Depositor is not a party to
such
agreement
(e.g., a servicing agreement with a servicer contemplated by
Item
1108(a)(3) of Regulation AB);
(b) termination of a Transaction Document (other than by
expiration
of the agreement on its stated termination date or as a
result of
all parties completing their obligations under such
agreement), even if the Depositor is not a party to such
agreement
(e.g., a
servicing agreement with a servicer contemplated by Item
1108(a)(3)
of Regulation AB);
(c) with respect to the Master Servicer only, if the Master
Servicer
becomes aware of any bankruptcy or receivership with respect to
Countrywide, the Depositor, the Master Servicer, any Subservicer,
the
Trustee,
the Co-Trustee, the Corridor Contract Counterparty, the Class
AF-5B
Insurer, any enhancement or support provider contemplated by
Items
1114(b) or
1115 of Regulation AB, or any other material party
contemplated by Item 1101(d)(1) of Regulation AB;
(d) with respect to the Trustee, the Master Servicer and the
Depositor
only, the occurrence of an early amortization, performance
trigger or
other event, including an Event of Default under this
Agreement;
(e) the resignation, removal, replacement, substitution of
the
Trustee, the Master Servicer, any Subservicer or the Trustee;
(f) the resignation, removal, replacement, substitution of
the
Trustee, the Master Servicer, any Subservicer, the Trustee or
any
Co-Trustee;
(g) with respect to the Master Servicer only, if the Master
Servicer
becomes aware that (i) any material enhancement or support
specified
in Item 1114(a)(1) through (3) of Regulation AB or Item 1115
of
Regulation AB that was previously applicable regarding one or
more
classes of the
Certificates has terminated other than by expiration of
the
contract on its stated termination date or as a result of all
parties
completing their obligations under such agreement; (ii) any
material
enhancement specified in Item 1114(a)(1) through (3) of
Regulation
AB or Item 1115 of Regulation AB has been added with respect
to one or
more classes of the Certificates; or (iii) any existing
material
enhancement or support specified in Item 1114(a)(1) through (3)
of
Regulation AB or Item 1115 of Regulation AB with respect to one
or
more
classes of the Certificates has been materially amended or
modified;
and
(h) with respect to the Trustee, the Master Servicer and the
Depositor only,
a required distribution to Holders of the Certificates
is not
made as of the required Distribution Date under this Agreement.
Reporting Subcontractor: With respect to the Master Servicer or
the Trustee, any Subcontractor determined by such Person pursuant
to Section
11.08(b) to be "participating in the servicing function" within the
meaning of
Item 1122 of Regulation AB. References to a Reporting
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<PAGE>
Subcontractor shall refer only to the Subcontractor of such Person
and shall
not refer to Subcontractors generally.
Representing Party: As defined in Section 2.03(d).
Request for Document Release: A Request for Document Release
submitted by the Master Servicer to the Co-Trustee, substantially
in the form
of Exhibit M.
Request for File Release: A Request for File Release submitted
by
the Master Servicer to the Co-Trustee, substantially in the form of
Exhibit N.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy that is required to be maintained from time to
time under
this Agreement.
[Required Carryover Reserve Fund Deposit: With respect to any
Distribution Date, an amount equal to the excess of (i) $_________
over (ii)
the amount of funds on deposit in the Carryover Reserve Fund.]
Responsible Officer: When used with respect to the Trustee, any
[Vice President, any Assistant Vice President, the Secretary, any
Assistant
Secretary, any Trust Officer] or any other officer of the Trustee
customarily
performing functions similar to those performed by any of the above
designated
officers and also to whom, with respect to a particular matter,
such matter is
referred because of such officer's knowledge of and familiarity
with the
particular subject.
Rolling [Sixty-Day] Delinquency Rate: With respect to any
Distribution Date on or after the Stepdown Date and any Loan Group
or Loan
Groups, the average of the [Sixty-Day] Delinquency Rates for such
Loan Group
or Loan Groups and such Distribution Date and the two immediately
preceding
Distribution Dates.
Rule 144A: Rule 144A under the Securities Act.
Rule 144A Letter: As defined in Section 5.02(b).
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies,
Inc. If S&P is designated as a Rating Agency in the Preliminary
Statement, for
purposes of Section 10.05(b) the address for notices to S&P
shall be Standard
& Poor's, 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.
Sarbanes-Oxley Certification: As defined in Section 11.05.
Schedule: The Schedule
set forth in Schedule V hereto.
Scheduled Balances: With respect to any Scheduled Principal
Class
or Component and any Distribution Date appearing in Schedule V
hereto, the
applicable amount appearing opposite such Distribution Date for
such Class or
Component.
Scheduled Classes: As
specified in the Preliminary Statement.
Scheduled Payment: The scheduled monthly payment on a Mortgage
Loan due on any Due Date allocable to principal and/or interest on
such
Mortgage Loan which, unless otherwise specified
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<PAGE>
herein, shall give effect to any related Debt Service Reduction and
any
Deficient Valuation that affects the amount of the monthly payment
due on such
Mortgage Loan.
Scheduled Principal Distribution Amount: Not Applicable.
Scheduled Payment: With respect to any Mortgage Loan, the
scheduled monthly payment of principal and/or interest due on any
Due Date on
such Mortgage Loan which is payable by the related Mortgagor from
time to time
under the related Mortgage Note, determined: (a) after giving
effect to (i)
any Deficient Valuation and/or Debt Service Reduction with respect
to such
Mortgage Loan and (ii) any reduction in the amount of interest
collectible
from the related Mortgagor pursuant to the Relief Act; (b) without
giving
effect to any extension granted or agreed to by the Master Servicer
pursuant
to Section 3.05(a); and (c) on the assumption that all other
amounts, if any,
due under such Mortgage Loan are paid when due.
Securities Act: The Securities Act of 1933, as amended.
Seller: [Countrywide], [Park Granada], [Park Monaco] or [Park
Sienna], as applicable.
[Seller Shortfall Interest Requirement: With respect to the
Master
Servicer Advance Date in each of ________ 200_, ________ 200_ and
________
200_, is the sum of:
(a) the product of: (1) the excess of the aggregate Stated
Principal Balances for such Distribution Date of the Mortgage Loans
(including
the Supplemental Mortgage Loans, if any) owned by the Trust Fund at
the
beginning of the related Due Period, over the aggregate Stated
Principal
Balance for such Distribution Date of such Mortgage Loans
(including such
Supplemental Mortgage Loans, if any) that have a scheduled payment
of interest
due in the related Due Period, and (2) a fraction, the numerator of
which is
the weighted average Net Mortgage Rate of such Mortgage Loans
(including such
Supplemental Mortgage Loans, if any) (weighted on the basis of the
Stated
Principal Balances thereof for such Distribution Date) and the
denominator of
which is 12; and
(b) the lesser of:
(i) the product of: (1) the amount on deposit in the
Supplemental Loan Account at the beginning of the related Due
Period, and (2)
a fraction, the numerator of which is the weighted average Net
Mortgage Rate
of the Mortgage Loans (including Supplemental Mortgage Loans, if
any) owned by
the Trust Fund at the beginning of the related Due Period (weighted
on the
basis of the Stated Principal Balances thereof for such
Distribution Date) and
the denominator of which is 12; and
(ii) the excess of (x) the sum of the amount of Current
Interest and Interest Carry Forward Amount due and payable on the
Interest
Bearing Certificates and the Class [AF-5B] Premium, in each case
for such
Distribution Date, over (y) Interest Funds otherwise available to
pay Current
Interest and the Interest Carry Forward Amount on the Interest
Bearing
Certificates for such Distribution Date (after giving effect to the
addition
of any amounts in clause (a) of this definition of Seller Shortfall
Interest
Requirement to Interest Funds for such Distribution Date).]
Senior Certificates: As specified in the Preliminary Statement.
Senior Credit Support Depletion Date: The date on which the
Class
Certificate Balance of each Class of Subordinated Certificates has
been
reduced to zero.
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<PAGE>
Servicing Advances: All customary, reasonable and necessary
"out
of pocket" costs and expenses incurred in the performance by the
Master
Servicer of its servicing obligations hereunder, including, but not
limited
to, the cost of (i) the preservation, restoration and protection of
a
Mortgaged Property, (ii) any enforcement or judicial proceedings,
including
foreclosures, (iii) the management and liquidation of any REO
Property and
(iv) compliance with the obligations under Section 3.10.
Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB.
Servicing Officer: Any officer of the Master Servicer involved
in,
or responsible for, the administration and servicing of the
Mortgage Loans
whose name and facsimile signature appear on a list of servicing
officers
furnished to the Trustee by the Master Servicer on the Closing Date
pursuant
to this Agreement, as such list may from time to time be
amended.
[Sixty-Day] Delinquency Rate: With respect to any Distribution
Date on or after the related Stepdown Date and any Loan Group or
Loan Groups,
a fraction, expressed as a percentage, the numerator of which is
the aggregate
Stated Principal Balance for such Distribution Date of all Mortgage
Loans in
such Loan Group or Loan Groups [60] or more days delinquent as of
the close of
business on the last day of the calendar month preceding such
Distribution
Date (including Mortgage Loans in foreclosure, bankruptcy and REO
Properties)
and the denominator of which is the aggregate Stated Principal
Balance for
such Distribution Date of all Mortgage Loans in such Loan Group or
Loan
Groups.
Stated Principal Balance: With respect to any Mortgage Loan or
related REO Property (i) as of the Cut-off Date, the unpaid
principal balance
of the Mortgage Loan as of such date (before any adjustment to
the
amortization schedule for any moratorium or similar waiver or grace
period),
after giving effect to any partial prepayments or Liquidation
Proceeds
received prior to such date and to the payment of principal due on
or prior to
such date and irrespective any delinquency in payment by the
related
Mortgagor, and (ii) as of any other Distribution Date, the Stated
Principal
Balance of the Mortgage Loan as of its Cut-off Date, minus the sum
of (a) the
principal portion of the Scheduled Payments (x) due with respect to
such
Mortgage Loan during each Due Period ending prior to such
Distribution Date
and (y) that were received by the Master Servicer as of the close
of business
on the Determination Date related to such Distribution Date or with
respect to
which Advances were made as of the Master Servicer Advance Date
related to
such Distribution Date, (b) all Principal Prepayments with respect
to such
Mortgage Loan received by the Master Servicer during each
Prepayment Period
ending prior to such Distribution Date and (c) all Liquidation
Proceeds
collected with respect to such Mortgage Loan during each Due Period
ending
prior to such Distribution Date, to the extent applied by the
Master Servicer
as recoveries of principal in accordance with Section 3.12. The
Stated
Principal Balance of any Mortgage Loan that becomes a Liquidated
Mortgage Loan
will be zero on each date following the Due Period in which such
Mortgage Loan
becomes a Liquidated Mortgage Loan. References herein to the Stated
Principal
Balance of the Mortgage Loans at any time shall mean the aggregate
Stated
Principal Balance of all Mortgage Loans in the Trust Fund as of
such time, and
references herein to the Stated Principal Balance of a Loan Group
at any time
shall mean the aggregate Stated Principal Balance of all Mortgage
Loans in
such Loan Group at such time.
Stepdown Target Subordination Percentage: For any Class of
Subordinate Certificates, the respective percentage indicated in
the following
table:
Stepdown Target
Subordination
Percentage
---------------
Class [MF-1].................
____%
Class [MF-2].................
____%
Class [MF-3].................
____%
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<PAGE>
Stepdown Target
Subordination
Percentage
---------------
Class [MF-__]................
____%
Class [MF-__]................
____%
Class [BF]...................
____%
Class [MV-1].................
____%
Class [MV-2].................
____%
Class [MV-3].................
____%
Class [MV-__]................
____%
Class [MV-__]................
____%
Class
[BV]...................
____%
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.
Subcontractor: Any vendor, subcontractor or other Person that
is
not responsible for the overall servicing (as "servicing" is
commonly
understood by participants in the mortgage-backed securities
market) of
Mortgage Loans but performs one or more discrete functions
identified in Item
1122(d) of Regulation AB with respect to the Mortgage Loans under
the
direction or authority of the Master Servicer or a Subservicer or
the Trustee,
as the case may be.
Subordinated Certificates: As specified in the Preliminary
Statement.
Subordinate Component Balance: With respect to any Distribution
Date and for each of Loan Group [2] and Loan Group [3], the excess
of the
principal balance of such Loan Group as of the first day of the
related Due
Period (after giving effect to Principal Prepayments received in
the
Prepayment Period ending during such Due Period) over the Class
Certificate
Balance of the Class [2-AV] Certificates in the case of Loan Group
[2] and the
Class [3-AV] Certificates in the case of Loan Group [3].
Subsequent Periodic Rate Cap: With respect to each Adjustable
Rate
Mortgage Loan, the percentage specified in the related Mortgage
Note that
limits permissible increases and decreases in the Mortgage Rate on
any
Adjustment Date (other than the initial Adjustment Date).
Subsequent Recoveries: As to any Distribution Date, with
respect
to a Liquidated Mortgage Loan that resulted in a Realized Loss in a
prior
calendar month, unexpected amounts received by the Master Servicer
(net of any
related expenses permitted to be reimbursed pursuant to Section
3.08 and 3.12)
specifically related to such Liquidated Mortgage Loan after the
classification
of such Mortgage Loan as a Liquidated Mortgage Loan.
Subservicer: As defined in Section 3.02(a).
Subservicing Agreement: As defined in Section 3.02(a).
Substitute Mortgage Loan: A Mortgage Loan substituted by a
Seller
for a Deleted Mortgage Loan which must, on the date of such
substitution, as
confirmed in a Request for 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
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<PAGE>
[10]% less than the Stated Principal Balance of the Deleted
Mortgage Loan;
(ii) be accruing interest at a rate no lower than and not more than
[1]% per
annum higher than, that of the Deleted Mortgage Loan; (iii) have
a
Loan-to-Value Ratio no higher than that of the Deleted Mortgage
Loan; (iv)
have a remaining term to maturity no greater than (and not more
than one year
less than that of) the Deleted Mortgage Loan; (v) not be a
Cooperative Loan
unless the Deleted Mortgage Loan was a Cooperative Loan and (vi)
comply with
each representation and warranty set forth in Section 2.03
hereof.
Substitution Adjustment Amount: The meaning ascribed to such
term
pursuant to Section 2.03(d).
Substitution Amount: With respect to any Mortgage Loan
substituted
pursuant to Section 2.03(d), the excess of (x) the principal
balance of the
Mortgage Loan that is substituted for, over (y) the principal
balance of the
related substitute Mortgage Loan, each balance being determined as
of the date
of substitution.
Supplemental Amount: The amount deposited in the Supplemental
Loan
Account on the Closing Date, which shall equal $___________.
Supplemental Cut-off Date: With respect to any Supplemental
Mortgage Loan, the later of (i) the date of origination of such
Mortgage Loan
and (ii) the first day of the month in which the related
Supplemental Transfer
Date occurs.
Supplemental Loan Account: The separate Eligible Account
created
and maintained by the Trustee pursuant to Section 3.05 in the name
of the
Trustee for the benefit of the Certificateholders and
designated
"______________________, in trust for registered holders of
Alternative Loan
Trust 200_-__, Mortgage Pass-Through Certificates, Series 200_-__."
Funds in
the Supplemental Loan Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement and
shall not be a part of any REMIC created hereunder; provided,
however, that
any investment income earned from Permitted Investments made with
funds in the
Supplemental Loan Account shall be for the account of the
Depositor.
Supplemental Mortgage Loan: Any Mortgage Loan other than an
Initial Mortgage Loan conveyed to the Trust Fund pursuant to
Section 2.01
hereof and to a Supplemental Transfer Agreement, which Mortgage
Loan shall be
listed on the revised Mortgage Loan Schedule delivered pursuant to
this
Agreement and on Schedule A to such Supplemental Transfer
Agreement. When used
with respect to a single Supplemental Transfer Date, Supplemental
Mortgage
Loan shall mean a Supplemental Mortgage Loan conveyed to the Trust
Fund on
that Supplemental Transfer Date.
Supplemental Transfer Agreement: A Supplemental Transfer
Agreement
substantially in the form of Exhibit P hereto, executed and
delivered by the
related Seller or Sellers, the Master Servicer, the Depositor and
the Trustee
as provided in Section 2.01 hereof.
Supplemental Transfer Date: For any Supplemental Transfer
Agreement, the date the related Supplemental Mortgage Loans are
transferred to
the Trust Fund pursuant to the related Supplemental Transfer
Agreement.
Targeted Balance: Not applicable.
Targeted Principal Classes: As specified in the Preliminary
Statement.
I-46
<PAGE>
Tax Matters Person: The person designated as "tax matters
person"
in the manner provided under Treasury regulation ss. 1.860F-4(d)
and Treasury
regulation ss. 301.6231(a)(7)-1. Initially, this person shall be
the Trustee.
Tax Matters Person Certificate: With respect to the Master
REMIC,
REMIC 1 and REMIC 2, the Class A-R Certificate with a Denomination
of $[0.05]
and in the form of Exhibit E hereto.
Terminator: As defined in Section 9.01.
Three-Year Hybrid Mortgage Loan: A Mortgage Loan having a
Mortgage
Rate that is fixed for 36 months after origination thereof before
such
Mortgage Rate becomes subject to adjustment.
Transaction Documents: This Agreement, each Corridor Contract,
the
Corridor Contract Administration Agreement, the Class [AF-5B]
Policy and any
other document or agreement entered into in connection with the
Trust Fund,
the Certificates or the Mortgage Loans.
Transfer: Any direct or indirect transfer or sale of any
Ownership
Interest in a Certificate.
Transfer Affidavit: As defined in Section 5.02(c).
Transferor Certificate: As defined in Section 5.02(b).
Trust Fund: The corpus of the trust created hereunder
consisting
of (i) the Mortgage Loans and all interest and principal received
on or with
respect thereto on and after the Cut-off Date to the extent not
applied in
computing the Cut-off Date Principal Balance thereof, exclusive of
interest
not required to be deposited in the Certificate Account pursuant to
Section
3.05(b)(2); (ii) the Certificate Account, the Distribution Account,
the
Principal Reserve Fund, the Carryover Reserve Fund, the Credit
Comeback Excess
Account, the Capitalized Interest Account, the Supplemental Loan
Account and
all amounts deposited therein pursuant to the applicable provisions
of this
Agreement; (iii) the rights to receive certain proceeds of the
Corridor
Contracts as provided in the Corridor Contract Administration
Agreement, (iv)
property that secured a Mortgage Loan and has been acquired by
foreclosure,
deed in lieu of foreclosure or otherwise; (v) the mortgagee's
rights under the
Insurance Policies with respect to the Mortgage Loan; (vi) the
rights of the
Trustee for the benefit of the Class AF-[5] Certificateholders
under the Class
[AF-5B] Policy; and (vii) all proceeds of the conversion, voluntary
or
involuntary, of any of the foregoing into cash or other liquid
property. The
Trust Fund created hereunder is referred to as the "{Alternative
Loan Trust
200_-__, Mortgage Backed Certificates, Series 200_-__}."
Trustee: __________________, a _______________________, not in
its
individual capacity, but solely in its capacity as trustee for the
benefit of
the Certificateholders under this Agreement, and any successor
thereto, and
any corporation or national banking association resulting from or
surviving
any consolidation or merger to which it or its successors may be a
party and
any successor trustee as may from time to time be serving as
successor trustee
hereunder.
Trustee Advance Notice: As defined in Section 4.01(d).
Trustee Advance Rate: With respect to any Advance made by the
Trustee pursuant to Section 4.01(d), a per annum rate of interest
determined
as of the date of such Advance equal to the Prime Rate in effect on
such date
plus _____%.
I-47
<PAGE>
Trustee Fee: As to any Distribution Date, an amount equal to
one-twelfth of the Trustee Fee Rate multiplied by the sum of (i)
the Pool
Stated Principal Balance plus (ii) any amounts remaining in the
Supplemental
Loan Account (excluding any investment earnings thereon) with
respect to such
Distribution Date.
Trustee Fee Rate: With respect to each Mortgage Loan, the per
annum rate agreed upon in writing on or prior to the Closing Date
by the
Trustee and the Depositor, which is _____% per annum.
Two-Year Hybrid Mortgage Loan: A Mortgage Loan having a
Mortgage
Rate that is fixed for 24 months after origination thereof before
such
Mortgage Rate becomes subject to adjustment.
Underwriter's Exemption: Prohibited Transaction Exemption
2002-41,
67 Fed. Reg. 54487 (2002), as amended (or any successor thereto),
or any
substantially similar administrative exemption granted by the U.S.
Department
of Labor.
Underwriter(s): As specified in the Preliminary Statement.
Unpaid Realized Loss Amount: For the Class [2-AV-2]
Certificates
and any Class of Subordinate Certificates and any Distribution
Date, (x) the
portion of the aggregate Applied Realized Loss Amount previously
allocated to
that Class remaining unpaid from prior Distribution Dates minus (y)
any
increase in the Class Certificate Balance of that Class due to the
allocation
of Subsequent Recoveries to the Class Certificate Balance of that
Class
[P]ursuant to Section 4.02(l) or 4.02(m).
Voting Rights: The voting rights of all the Certificates that
are
allocated to any Certificates for purposes of the voting provisions
hereunder.
Voting Rights allocated to each Class of Certificates shall be
allocated [95]%
to the Certificates other than the Class A-R, Class [CF], Class
[CV], Class
[PF] and Class [PV] Certificates (with the allocation among the
Certificates
to be in proportion to the Class Certificate Balance of each Class
relative to
the Class Certificate Balance of all other such Classes), and [1]%
to each of
the Class A-R, Class [CF], Class [CV], Class [PF] and Class [PV]
Certificates.
Voting Rights will be allocated among the Certificates of each such
Class in
accordance with their respective Percentage Interests.
Notwithstanding any of
the foregoing, on any date on which any Class [AF-5B] Certificates
are
outstanding or any amounts are owed the Class [AF-5B] Insurer under
this
Agreement, unless a Class [AF-5B] Insurer Default shall have
occurred and be
continuing, the Class [AF-5B] Insurer will be entitled to exercise
the Voting
Rights of the Class [AF-5B] Certificateholders, without the consent
of the
Class [AF-5B] Certificateholders, and the Class [AF-5B]
Certificateholders may
exercise such rights only with the prior written consent of the
Class [AF-5B]
Insurer.
I-48
<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 Initial Mortgage Loans, including all
interest and
principal received or receivable by such Seller, on or with respect
to the
applicable Initial Mortgage Loans after the Initial Cut-off Date
and all
interest and principal payments on the related Initial Mortgage
Loans received
prior to the Initial Cut-off Date in respect of installments of
interest and
principal due thereafter, but not including payments of principal
and interest
due and payable on such Initial Mortgage Loans, on or before the
Initial
Cut-off Date. On or prior to the Closing Date, [Countrywide] shall
deliver to
the Depositor or, at the Depositor's direction, to the Trustee or
other
designee of the Depositor, the Mortgage File for each Mortgage Loan
listed in
the Mortgage Loan Schedule (except that, in the case of the Delay
Delivery
Mortgage Loans (which may include [Countrywide] Mortgage Loans,
[Park Granada]
Mortgage Loans, [Park Monaco] Mortgage Loans and [Park Sienna]
Mortgage
Loans), such delivery may take place within [thirty] ([30]) days
following the
Closing Date or [twenty] ([20]) days following the applicable
Supplemental
Transfer Date, as applicable). Such delivery of the Mortgage Files
shall be
made against payment by the Depositor of the purchase price,
previously agreed
to by the Sellers and Depositor, for the Mortgage Loans. With
respect to any
Initial Mortgage Loan that does not have a first payment date on or
before the
Due Date in the month of the first Distribution Date or any
Supplemental
Mortgage Loan that does not have a first payment date on or before
the Due
Date in the month after the related Supplemental Transfer Date,
[Countrywide]
shall deposit into the Distribution Account on or before the
Distribution
Account Deposit Date relating to the first applicable Distribution
Date, an
amount equal to one month's interest at the related Adjusted
Mortgage Rate on
the Cut-off Date Principal Balance of such Mortgage Loan.
[Countrywide] further agrees (x) to cause
______________________
to enter into the Corridor Contract Administration Agreement as
Corridor
Contract Administrator and (y) to assign all of its right, title
and interest
in and to the interest rate corridor transaction evidenced by
each
Confirmation, and to cause all of its obligations in respect of
such
transaction to be assumed by, the Corridor Contract Administrator,
on the
terms and conditions set forth in the Corridor Contract Assignment
Agreement.
(b) Immediately upon the conveyance of the Initial Mortgage
Loans
referred to in clause (a), the Depositor sells, transfers, assigns,
sets over
and otherwise conveys to the Trustee for the benefit of the
Certificateholders, without recourse, all the right, title and
interest of the
Depositor in and to the Trust Fund together with the Depositor's
right to
require each Seller to cure any breach of a representation or
warranty made
herein by such Seller or to repurchase or substitute for any
affected Mortgage
Loan in accordance herewith.
(c) In connection with the transfer and assignment set forth in
clause (b) above, the Depositor has delivered or caused to be
delivered to the
Trustee (or, in the case of the Delay Delivery Mortgage Loans that
are Initial
Mortgage Loans, will deliver or cause to be delivered to the
Trustee within
[thirty] ([30]) days following the Closing Date and in the case of
the Delay
Delivery Mortgage Loans that are Supplemental Mortgage Loans, will
deliver or
cause to be delivered to the Trustee within [twenty] ([20]) days
following the
applicable Supplemental Transfer Date) for the benefit of the
Certificateholders the following documents or instruments with
respect to each
Mortgage Loan so assigned:
II-1
<PAGE>
(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
(B) with respect to any Lost Mortgage Note, a lost note
affidavit from [Countrywide] stating that the original Mortgage
Note was lost or destroyed, together with a copy of such
Mortgage
Note;
(ii) except as provided below and for each Mortgage Loan that
is
not a MERS
Mortgage Loan, the original recorded Mortgage or a copy of
such
Mortgage certified by [Countrywide] as being a true and
complete
copy of
the Mortgage (or, in the case of a Mortgage for which the
related
Mortgaged Property is located in the Commonwealth of Puerto
Rico, a
true copy of the Mortgage certified as such by the applicable
notary)
and in the case of each MERS Mortgage Loan, the original
Mortgage,
noting the presence of the MIN of the Mortgage Loans and
either
language indicating that the Mortgage Loan is a MOM Loan if the
Mortgage
Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan
at
origination, the original Mortgage and the assignment thereof
to
MERS, with
evidence of recording indicated thereon, or a copy of the
Mortgage
certified by the public recording office in which such Mortgage
has been
recorded;
(iii) in the case of each Mortgage Loan that is not a MERS
Mortgage
Loan, a duly executed assignment of the Mortgage (which may be
included
in a blanket assignment or assignments), together with, except
as
provided below, all interim recorded assignments of such
mortgage
(each such
assignment, when duly and validly completed, to be in
recordable
form and sufficient to effect the assignment of and transfer
to the
assignee thereof, under the Mortgage to which the assignment
relates);
provided that, if the related Mortgage has not been returned
from the
applicable public recording office, such assignment of the
Mortgage
may exclude the information to be provided by the recording
office;
provided, further, that such assignment of Mortgage need not be
delivered
in the case of a Mortgage for which the related Mortgaged
Property
is located in the Commonwealth of Puerto Rico;
(iv) the original or copies of each assumption, modification,
written
assurance or substitution agreement, if any;
(v) except as provided below, the original or duplicate
original
lender's
title policy or a printout of the electronic equivalent and all
riders
thereto; and
(vi) in the case of a Cooperative Loan, the originals of the
following
documents or instruments:
(A) The Coop Shares, together with a stock power in blank;
(B)
The executed Security Agreement;
(C) The executed Proprietary Lease;
(D) The executed Recognition Agreement;
II-2
<PAGE>
(E) The executed UCC-1 financing statement with evidence of
recording thereon which have been filed in all places required
to
perfect the Seller's interest in the Coop Shares and the
Proprietary Lease; and
(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 (and any Supplemental Transfer
Agreement, as
applicable) for the benefit of the Certificateholders by including
(or
deleting, in the case of Mortgage Loans which are repurchased in
accordance
with this Agreement) in such computer files the information
required by the
MERS(R) System to identify the series of the Certificates issued in
connection
with such Mortgage Loans. Each Seller further agrees that it will
not, and
will not permit the Master Servicer to, and the Master Servicer
agrees that it
will not, alter the information referenced in this paragraph with
respect to
any Mortgage Loan sold by such Seller to the Depositor during the
term of this
Agreement unless and until such Mortgage Loan is repurchased in
accordance
with the terms of this Agreement.
In the event that in connection with any Mortgage Loan that is
not
a MERS Mortgage Loan the Depositor cannot deliver (a) the original
recorded
Mortgage, (b) all interim recorded assignments or (c) the lender's
title
policy (together with all riders thereto) satisfying the
requirements of
clause (ii), (iii) or (v) above, respectively, concurrently with
the execution
and delivery hereof because such document or documents have not
been returned
from the applicable public recording office in the case of clause
(ii) or
(iii) above, or because the title policy has not been delivered to
either the
Master Servicer or the Depositor by the applicable title insurer in
the case
of clause (v) above, the Depositor shall promptly deliver to the
Trustee, in
the case of clause (ii) or (iii) above, such original Mortgage or
such interim
assignment, as the case may be, with evidence of recording
indicated thereon
upon receipt thereof from the public recording office, or a copy
thereof,
certified, if appropriate, by the relevant recording office, but in
no event
shall any such delivery of the original Mortgage and each such
interim
assignment or a copy thereof, certified, if appropriate, by the
relevant
recording office, be made later than one year following the Closing
Date, or,
in the case of clause (v) above, no later than [120] days following
the
Closing Date; provided, however, in the event the Depositor is
unable to
deliver by such date each Mortgage and each such interim assignment
by reason
of the fact that any such documents have not been returned by the
appropriate
recording office, or, in the case of each such interim assignment,
because the
related Mortgage has not been returned by the appropriate recording
office,
the Depositor shall deliver such documents to the Trustee as
promptly as
possible upon receipt thereof and, in any event, within [720] days
following
the Closing Date. The Depositor shall forward or cause to be
forwarded to the
Trustee (a) from time to time additional original documents
evidencing an
assumption or modification of a Mortgage Loan and (b) any other
documents
required to be delivered by the Depositor or the Master Servicer to
the
Trustee. In the event that the original Mortgage is not delivered
and in
connection with the payment in full of the related Mortgage Loan
and the
public recording office requires the presentation of a "lost
instruments
affidavit and indemnity" or any equivalent document, because only a
copy of
the Mortgage can be delivered with the instrument of satisfaction
or
reconveyance, the Master Servicer shall execute and deliver or
cause to be
executed and delivered such a document to the public recording
office. In the
case where a public recording office retains the original recorded
Mortgage or
in the case where a Mortgage is lost after recordation in a public
recording
office, [Countrywide] shall deliver to the Trustee a copy of such
Mortgage
certified by such public recording office to be a true and complete
copy of
the original recorded Mortgage.
II-3
<PAGE>
As promptly as practicable subsequent to such transfer and
assignment, and in any event, within [thirty] ([30]) days
thereafter, the
Trustee shall (i) as the assignee thereof, affix the following
language to
each assignment of Mortgage: "CWALT Series 200_-__,
______________________, as
trustee", (ii) cause such assignment to be in proper form for
recording in the
appropriate public office for real property records and (iii) cause
to be
delivered for recording in the appropriate public office for real
property
records the assignments of the Mortgages to the Trustee, except
that, with
respect to any assignments of Mortgage as to which the Trustee has
not
received the information required to prepare such assignment in
recordable
form, the Trustee's obligation to do so and to deliver the same for
such
recording shall be as soon as practicable after receipt of such
information
and in any event within [thirty] ([30]) days after receipt thereof
and that
the Trustee need not cause to be recorded any assignment which
relates to a
Mortgage Loan (a) the Mortgaged Property and Mortgage File relating
to which
are located in California or (b) in any other jurisdiction
(including Puerto
Rico) under the laws of which in the opinion of counsel the
recordation of
such assignment is not necessary to protect the Trustee's and
the
Certificateholders' interest in the related Mortgage Loan.
In the case of Mortgage Loans that have been prepaid in full as
of
the Closing Date, the Depositor, in lieu of delivering the above
documents to
the Trustee, will deposit in the Certificate Account the portion of
such
payment that is required to be deposited in the Certificate Account
pursuant
to Section 3.05 hereof.
Notwithstanding anything to the contrary in this Agreement,
within
[thirty] ([30]) days after the Closing Date with respect to the
Initial
Mortgage Loans, [Countrywide] (on its own behalf and on behalf of
[Park
Granada], [Park Monaco] and [Park Sienna]) shall either (i) deliver
to the
Depositor, or at the Depositor's direction, to the Trustee or other
designee
of the Depositor the Mortgage File as required pursuant to this
Section 2.01
for each Delay Delivery Mortgage Loan or (ii) either (A) substitute
a
Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or
(B)
repurchase the Delay Delivery Mortgage Loan, which substitution or
repurchase
shall be accomplished in the manner and subject to the conditions
set forth in
Section 2.03 (treating each Delay Delivery Mortgage Loan as a
Deleted Mortgage
Loan for purposes of such Section 2.03); provided, however, that
if
[Countrywide] fails to deliver a Mortgage File for any Delay
Delivery Mortgage
Loan within the [thirty] ([30]) day period provided in the prior
sentence,
[Countrywide] (on its own behalf and on behalf of [Park Granada],
[Park
Monaco] and [Park Sienna]) shall use its best reasonable efforts to
effect a
substitution, rather than a repurchase of, such Deleted Mortgage
Loan and
provided further that the cure period provided for in Section 2.02
or in
Section 2.03 shall not apply to the initial delivery of the
Mortgage File for
such Delay Delivery Mortgage Loan, but rather [Countrywide] (on its
own behalf
and on behalf of [Park Granada], [Park Monaco] and [Park Sienna])
shall have
[five] ([5]) Business Days to cure such failure to deliver. At the
end of such
[thirty] ([30]) day period the Trustee shall send a Delay
Delivery
Certification for the Delay Delivery Mortgage Loans delivered
during such
[thirty] ([30]) day period in accordance with the provisions of
Section 2.02.
Notwithstanding anything to the contrary in this Agreement,
within
[twenty] ([20]) days after a Supplemental Transfer Date with
respect to all of
the Supplemental Mortgage Loans sold to the Depositor on such
Supplemental
Transfer Date, [Countrywide] (on its own behalf and on behalf of
[Park
Granada], [Park Monaco] and [Park Sienna]) shall either (i) deliver
to the
Depositor, or at the Depositor's direction, to the Trustee or other
designee
of the Depositor the Mortgage File as required pursuant to this
Section 2.01
for each Delay Delivery Mortgage Loan or (ii) (A) substitute a
Substitute
Mortgage Loan for the Delay Delivery Mortgage Loan or (B)
repurchase the Delay
Delivery Mortgage Loan, which substitution or repurchase shall be
accomplished
in the manner and subject to the conditions set forth in Section
2.03
(treating each Delay Delivery Mortgage Loan as a Deleted Mortgage
Loan for
purposes of such Section 2.03); provided, however, that if
[Countrywide] fails
to deliver a Mortgage File for any Delay Delivery Mortgage Loan
within the
[twenty] ([20]) day period provided in the prior sentence,
II-4
<PAGE>
[Countrywide] (on its own behalf and on behalf of [Park Granada],
[Park
Monaco] and [Park Sienna]) shall use its best reasonable efforts to
effect a
substitution, rather than a repurchase of, such Deleted Mortgage
Loan and
provided further that the cure period provided for in Section 2.02
or in
Section 2.03 shall not apply to the initial delivery of the
Mortgage File for
such Delay Delivery Mortgage Loan, but rather [Countrywide] (on its
own behalf
and on behalf of [Park Granada], [Park Monaco] and [Park Sienna])
shall have
[five] ([5]) Business Days to cure such failure to deliver. At the
end of such
[twenty] ([20]) day period the Trustee shall send a Delay
Delivery
Certification for the Delay Delivery Mortgage Loans delivered
during such
[twenty] ([20]) day period in accordance with the provisions of
Section 2.02.
(d) Subject to the execution and delivery of the related
Supplemental Transfer Agreement as provided in Section 2.01(e)
hereof and the
terms and conditions of this Agreement, each Seller sells,
transfers, assigns,
sets over and otherwise conveys to the Depositor, without recourse,
on each
Supplemental Transfer Date, with respect to each Supplemental
Mortgage Loan
sold by such Seller to the Depositor, all the right, title and
interest of
that Seller in and to the Supplemental Mortgage Loans sold by it
identified in
such Supplemental Transfer Agreement, including all interest and
principal
received and receivable by such Seller on or with respect to the
related
Supplemental Mortgage Loans on and after the related Supplemental
Cut-off Date
(to the extent not applied in computing the Cut-off Date Principal
Balance
thereof) or deposited into the Certificate Account by the related
Seller,
other than principal and interest due on such Supplemental Mortgage
Loans
prior to the related Supplemental Cut-off Date.
Immediately upon the conveyance of the Supplemental Mortgage
Loans
referred to in the preceding paragraph, the Depositor sells,
transfers,
assigns, sets over and otherwise conveys to the Trustee for benefit
of the
Certificateholders, without recourse, all right title and interest
in all of
the Supplemental Mortgage Loans.
Each Seller has entered into this Agreement in consideration
for
the purchase of the Mortgage Loans sold by such Seller to the
Depositor and
has agreed to take the actions specified herein. The Depositor,
concurrently
with the execution and delivery of this Agreement, hereby sells,
transfers,
assigns and otherwise conveys to the Trustee for the use and
benefit of the
Certificateholders, without recourse, all right title and interest
in the
portion of the Trust Fund not otherwise conveyed to the Trust Fund
pursuant to
Sections 2.01(a) or (b).
(e) Upon [five] ([5]) Business Days written notice to the
Trustee,
the Depositor, the Master Servicer (if the Master Servicer is not a
Seller)
and the Rating Agencies, on any other Business Day during the
Conveyance
Period designated by [Countrywide], [Park Granada], [Park Monaco]
and [Park
Sienna], if applicable, the Depositor and the Trustee shall
complete, execute
and deliver a Supplemental Transfer Agreement so long as no Rating
Agency has
provided notice that the execution and delivery of such
Supplemental Transfer
Agreement will result in a reduction or withdrawal of the any
ratings assigned
to the Certificates. After the execution and delivery of such
Supplemental
Transfer Agreement, on the Supplemental Transfer Date, the Trustee
shall set
aside in the Supplemental Loan Account an amount equal to the
Aggregate
Supplemental Purchase Amount.
The transfer of Supplemental Mortgage Loans and the other
property
and rights relating to them on a Supplemental Transfer Date is
subject to the
satisfaction of each of the following conditions:
(i) each Supplemental Mortgage Loan conveyed on such
Supplemental
Transfer
Date satisfies the representations and warranties applicable to
it under
this Agreement; provided, however, that with respect to a
breach of
a representation and warranty with respect to a Supplemental
Mortgage
Loan, the obligation under Section 2.03(c) of this Agreement of
[Countrywide], [Park Granada], [Park Monaco] and [Park Sienna],
if
applicable, to cure,
II-5
<PAGE>
repurchase
or replace such Supplemental Mortgage Loan shall constitute
the sole
remedy against such Seller respecting such breach available to
Certificateholders, the Depositor or the Trustee;
(ii) the Trustee, the Underwriters and the Rating Agencies are
provided
with an Opinion of Counsel or Opinions of Counsel with respect
to the tax
treatment of the Trust Fund, to be delivered as provided
pursuant
to Section 2.01(f);
(iii) the Rating Agencies and the Underwriters are provided
with
an Opinion
of Counsel or Opinions of Counsel with respect to the
validity
of the conveyance of the Supplemental Mortgage Loans conveyed
on such
Supplemental Transfer Date, to be delivered as provided
pursuant
to Section
2.01(f);
(iv) the execution and delivery of such Supplemental Transfer
Agreement
or conveyance of the related Supplemental Mortgage Loans does
not result
in a reduction or withdrawal of any ratings assigned to the
Certificates by the Rating Agencies;
(v) the Supplemental Mortgage Loans conveyed on such
Supplemental
Transfer
Date were selected in a manner reasonably believed not to be
adverse to
the interests of the Certificateholders;
(vi) no Supplemental Mortgage Loan conveyed on such
Supplemental
Transfer
date was [30] or more days delinquent;
(vii) following the conveyance of the Supplemental Mortgage
Loans
on such
Supplemental Transfer Date to the Trust Fund, the
characteristics of the Mortgage Loans will comply with the Pool
Characteristics (including the permitted variances listed
therein);
provided,
that for the purpose of making these calculations, the
characteristics for any Initial Mortgage Loan made will be taken as
of
the
Initial Cut-off Date and the characteristics for any
Supplemental
Mortgage
Loan will be taken as of the related Supplemental Cut-off Date;
(viii) none of the Sellers or the Depositor shall be insolvent
or
shall be
rendered insolvent as a result of such transfer; and
(ix) the Depositor shall have delivered to the Trustee an
Officer's
Certificate confirming the satisfaction of each of these
conditions
precedent.
The Trustee shall not be required to investigate or otherwise
verify compliance with these conditions, except for its own receipt
of
documents specified above, and shall be entitled to rely on the
required
Officer's Certificate.
(f) Within [seven] Business Days after each Supplemental
Transfer
Date, upon (1) delivery to the Trustee by the Depositor or
[Countrywide] of
the Opinions of Counsel referred to in Sections 2.01(e)(ii) and
(iii), (2)
delivery to the Trustee by [Countrywide] of a revised Mortgage Loan
Schedule
reflecting the Supplemental Mortgage Loans conveyed on such
Supplemental
Transfer Date and (3) delivery to the Trustee by the Depositor of
an Officer's
Certificate confirming the satisfaction of each of the conditions
precedent
set forth in this Section 2.01(f), the Trustee shall pay to each
Seller the
portion of the Aggregate Supplemental Transfer Amount used to
purchase
Supplemental Mortgage Loans from such Seller from those funds that
were set
aside in the Supplemental Loan Account pursuant to Section 2.01(e).
The
positive difference, if any, between the Aggregate Supplemental
Transfer
Amount and the Aggregate Supplemental Purchase Amount shall be
reinvested by
the Trustee in the Supplemental Loan Account.
II-6
<PAGE>
The Trustee shall not be required to investigate or otherwise
verify compliance with the conditions set forth in the preceding
paragraph,
except for its own receipt of documents specified above, and shall
be entitled
to rely on the required Officer's Certificate.
Within [thirty] days after the final Supplemental Transfer
Date,
the Depositor shall deliver to the Trustee a letter of a nationally
recognized
firm of independent public accountants stating whether or not the
Supplemental
Mortgage Loans conveyed on such Supplemental Transfer Date conform
to the
characteristics in Section 2.01(e)(vi), (vii) and (viii)
(d) Neither the Depositor nor the Trust will acquire or hold
any
Mortgage Loan that would violate the representations made by
[Countrywide] set
forth in clause (46) of Schedule III-A hereto.
SECTION 2.02.
Acceptance by Trustee of the Mortgage Loans.
(a) The Trustee acknowledges receipt of the documents
identified
in the Initial Certification in the form annexed hereto as Exhibit
F-1 and
declares that it holds and will hold such documents and the other
documents
delivered to it constituting the Mortgage Files, and that it holds
or will
hold such other assets as are included in the Trust Fund, in trust
for the
exclusive use and benefit of all present and future
Certificateholders. The
Trustee acknowledges that it will maintain possession of the
Mortgage Notes in
the State of California, unless otherwise permitted by the Rating
Agencies.
The Trustee agrees to execute and deliver on the Closing Date
to
the Depositor, the Master Servicer and [Countrywide] (on its own
behalf and on
behalf of [Park Granada], [Park Monaco] and [Park Sienna]) an
Initial
Certification in the form annexed hereto as Exhibit F-1. Based on
its review
and examination, and only as to the documents identified in such
Initial
Certification, the Trustee acknowledges that such documents appear
regular on
their face and relate to such Initial Mortgage Loan. The Trustee
shall be
under no duty or obligation to inspect, review or examine said
documents,
instruments, certificates or other papers to determine that the
same are
genuine, enforceable or appropriate for the represented purpose or
that they
have actually been recorded in the real estate records or that they
are other
than what they purport to be on their face.
On or about the [thirtieth] ([30th]) day after the Closing
Date,
the Trustee shall deliver to the Depositor, the Master Servicer
and
[Countrywide] (on its own behalf and on behalf of [Park Granada],
[Park
Monaco] and [Park Sienna]) a Delay Delivery Certification with
respect to the
Initial Mortgage Loans in the form annexed hereto as Exhibit G-1,
with any
applicable exceptions noted thereon.
Not later than [90] days after the Closing Date, the Trustee
shall
deliver to the Depositor, the Master Servicer and [Countrywide] (on
its own
behalf and on behalf of [Park Granada], [Park Monaco] and [Park
Sienna]) a
Final Certification with respect to the Initial Mortgage Loans in
the form
annexed hereto as Exhibit H-1, with any applicable exceptions noted
thereon.
If, in the course of such review, the Trustee finds any
document
constituting a part of a Mortgage File which does not meet the
requirements of
Section 2.01, the Trustee shall list such as an exception in the
Final
Certification; provided, however that the Trustee shall not make
any
determination as to whether (i) any endorsement is sufficient to
transfer all
right, title and interest of the party so endorsing, as noteholder
or assignee
thereof, in and to that Mortgage Note or (ii) any assignment is in
recordable
form or is sufficient to effect the assignment of and transfer to
the assignee
thereof under the mortgage to which the assignment relates.
[Countrywide] (on
its own behalf and on behalf of [Park Granada], [Park Monaco] and
[Park
Sienna]) shall promptly correct or cure such defect within [90]
days from the
date it was so notified of such defect and, if [Countrywide] does
not correct
or cure such defect
II-7
<PAGE>
within such period, [Countrywide] (on its own behalf and on behalf
of [Park
Granada], [Park Monaco] and [Park Sienna]) shall either (a)
substitute for the
related Mortgage Loan a Substitute Mortgage Loan, which
substitution shall be
accomplished in the manner and subject to the conditions set forth
in Section
2.03, or (b) purchase such Mortgage Loan from the Trustee within
[90] days
from the date [Countrywide] (on its own behalf and on behalf of
[Park
Granada], [Park Monaco] and [Park Sienna]) was notified of such
defect in
writing at the Purchase Price of such Mortgage Loan; provided,
however, that
in no event shall such substitution or purchase occur more than
[540] days
from the Closing Date, except that if the substitution or purchase
of a
Mortgage Loan pursuant to this provision is required by reason of a
delay in
delivery of any documents by the appropriate recording office, and
there is a
dispute between either the Master Servicer or [Countrywide] (on its
own behalf
and on behalf of [Park Granada], [Park Monaco] and [Park Sienna])
and the
Trustee over the location or status of the recorded document, then
such
substitution or purchase shall occur within [720] days from the
Closing Date.
The Trustee shall deliver written notice to each Rating Agency
within [270]
days from the Closing Date indicating each Mortgage Loan (a) which
has not
been returned by the appropriate recording office or (b) as to
which there is
a dispute as to location or status of such Mortgage Loan. Such
notice shall be
delivered every [90] days thereafter until the related Mortgage
Loan is
returned to the Trustee. Any such substitution pursuant to (a)
above or
purchase pursuant to (b) above shall not be effected prior to the
delivery to
the Trustee of the Opinion of Counsel required by Section 2.05
hereof, if any,
and any substitution pursuant to (a) above shall not be effected
prior to the
additional delivery to the Trustee of a Request for Release
substantially in
the form of Exhibit N. No substitution is permitted to be made in
any calendar
month after the Determination Date for such month. The Purchase
Price for any
such Mortgage Loan shall be deposited by [Countrywide] (on its own
behalf and
on behalf of [Park Granada], [Park Monaco] and [Park Sienna]) in
the
Certificate Account on or prior to the Distribution Account Deposit
Date for
the Distribution Date in the month following the month of
repurchase and, upon
receipt of such deposit and certification with respect thereto in
the form of
Exhibit N hereto, the Trustee shall release the related Mortgage
File to
[Countrywide] (on its own behalf and on behalf of [Park Granada],
[Park
Monaco] and [Park Sienna]) and shall execute and deliver at
[Countrywide]'s
(on its own behalf and on behalf of [Park Granada], [Park Monaco]
and [Park
Sienna]) request such instruments of transfer or assignment
prepared by
[Countrywide], in each case without recourse, as shall be necessary
to vest in
[Countrywide] (on its own behalf and on behalf of [Park Granada],
[Park
Monaco] and [Park Sienna]), or a designee, the Trustee's interest
in any
Mortgage Loan released pursuant hereto. If pursuant to the
foregoing
provisions [Countrywide] (on its own behalf and on behalf of [Park
Granada],
[Park Monaco] and [Park Sienna]) repurchases an Initial Mortgage
Loan that is
a MERS Mortgage Loan, the Master Servicer shall either (i) cause
MERS to
execute and deliver an assignment of the Mortgage in recordable
form to
transfer the Mortgage from MERS to [Countrywide] (on its own behalf
and on
behalf of [Park Granada], [Park Monaco] and [Park Sienna]) or its
designee and
shall cause such Mortgage to be removed from registration on the
MERS(R)
System in accordance with MERS' rules and regulations or (ii) cause
MERS to
designate on the MERS(R) System [Countrywide] (on its own behalf
and on behalf
of [Park Granada], [Park Monaco] and [Park Sienna]) or its designee
as the
beneficial holder of such Mortgage Loan.
(b) Upon delivery of the Supplemental Mortgage Loans pursuant to
a
Supplemental Transfer Agreement, the Trustee shall acknowledge
receipt of the
documents identified in any Supplemental Certification in the form
annexed
hereto as Exhibit F-2 and declare that it will hold such documents
and the
other documents delivered to it constituting the Mortgage Files,
and that it
will hold such other assets as are included in the Trust Fund, in
trust for
the exclusive use and benefit of all present and future
Certificateholders.
The Trustee acknowledges that it will maintain possession of the
Mortgage
Notes in the State of California, unless otherwise permitted by the
Rating
Agencies.
(c) The Trustee agrees to execute and deliver on the
Supplemental
Transfer Date to the Depositor, the Master Servicer and
[Countrywide] (on its
own behalf and on behalf of [Park Granada], [Park Monaco] and [Park
Sienna]) a
Supplemental Certification in the form annexed hereto as Exhibit
F-
II-8
<PAGE>
2. Based on its review and examination, and only as to the
documents
identified in such Supplemental Certification, the Trustee shall
acknowledge
that such documents appear regular on their face and relate to
such
Supplemental Mortgage Loan. The Trustee shall be under no duty or
obligation
to inspect, review or examine said documents, instruments,
certificates or
other papers to determine that the same are genuine, enforceable
or
appropriate for the represented purpose or that they have actually
been
recorded in the real estate records or that they are other than
what they
purport to be on their face.
(d) On or about
the [twentieth] ([20th]) day after the
Supplemental Transfer Date, the Trustee shall deliver to the
Depositor, the
Master Servicer and [Countrywide] (on its own behalf and on behalf
of [Park
Granada], [Park Monaco] and [Park Sienna]) a Delay Delivery
Certification with
respect to the Supplemental Mortgage Loans in the form annexed
hereto as
Exhibit G-2, with any applicable exceptions noted thereon.
(e) Not later than [90] days after the final Supplemental
Transfer
Date, the Trustee shall deliver to the Depositor, the Master
Servicer and
[Countrywide] (on its own behalf and on behalf of [Park Granada],
[Park
Monaco] and [Park Sienna]) a Final Certification with respect to
the
Supplemental Mortgage Loans in the form annexed hereto as Exhibit
H-2, with
any applicable exceptions noted thereon.
(f) If, in the course of such review of the Mortgage Files
relating to the Supplemental Mortgage Loans, the Trustee finds any
document
constituting a part of a Mortgage File which does not meet the
requirements of
Section 2.01, the Trustee shall list such as an exception in the
Final
Certification; provided, however that the Trustee shall not make
any
determination as to whether (i) any endorsement is sufficient to
transfer all
right, title and interest of the party so endorsing, as noteholder
or assignee
thereof, in and to that Mortgage Note or (ii) any assignment is in
recordable
form or is sufficient to effect the assignment of and transfer to
the assignee
thereof under the mortgage to which the assignment relates.
[Countrywide] (on
its own behalf and on behalf of [Park Granada], [Park Monaco] and
[Park
Sienna]) shall promptly correct or cure such defect within [90]
days from the
date it was so notified of such defect and, if [Countrywide] does
not correct
or cure such defect within such period, [Countrywide] (on its own
behalf and
on behalf of [Park Granada], [Park Monaco] and [Park Sienna]) shall
either (a)
substitute for the related Mortgage Loan a Substitute Mortgage
Loan, which
substitution shall be accomplished in the manner and subject to the
conditions
set forth in Section 2.03, or (b) purchase such Mortgage Loan from
the Trustee
within [90] days from the date [Countrywide] (on its own behalf or
on behalf
of [Park Granada], [Park Monaco] and [Park Sienna]) was notified of
such
defect in writing at the Purchase Price of such Mortgage Loan;
provided,
however, that in no event shall such substitution or purchase occur
more than
[540] days from the Closing Date, except that if the substitution
or purchase
of a Mortgage Loan pursuant to this provision is required by reason
of a delay
in delivery of any documents by the appropriate recording office,
and there is
a dispute between either the Master Servicer or [Countrywide] (on
its own
behalf and on behalf of [Park Granada], [Park Monaco] and [Park
Sienna]) and
the Trustee over the location or status of the recorded document,
then such
substitution or purchase shall occur within [720] days from the
Closing Date.
The Trustee shall deliver written notice to each Rating Agency
within [270]
days from the Closing Date indicating each Mortgage Loan (a) which
has not
been returned by the appropriate recording office or (b) as to
which there is
a dispute as to location or status of such Mortgage Loan. Such
notice shall be
delivered every [90] days thereafter until the related Mortgage
Loan is
returned to the Trustee. Any such substitution pursuant to (a)
above or
purchase pursuant to (b) above shall not be effected prior to the
delivery to
the Trustee of the Opinion of Counsel required by Section 2.05
hereof, if any,
and any substitution pursuant to (a) above shall not be effected
prior to the
additional delivery to the Trustee of a Request for Release
substantially in
the form of Exhibit N. No substitution is permitted to be made in
any calendar
month after the Determination Date for such month. The Purchase
Price for any
such Mortgage Loan shall be deposited by [Countrywide] (on its own
behalf and
on behalf of [Park Granada], [Park Monaco] and [Park Sienna]) in
the
Certificate Account on or prior to the Distribution Account Deposit
Date for
the Distribution Date in the month
II-9
<PAGE>
following the month of repurchase and, upon receipt of such deposit
and
certification with respect thereto in the form of Exhibit N hereto,
the
Trustee shall release the related Mortgage File to [Countrywide]
(on its own
behalf and on behalf of [Park Granada], [Park Monaco] and [Park
Sienna]) and
shall execute and deliver at [Countrywide]'s (on its own behalf and
on behalf
of [Park Granada], [Park Monaco] and [Park Sienna]) request such
instruments
of transfer or assignment prepared by [Countrywide], in each case
without
recourse, as shall be necessary to vest in [Countrywide] (on its
own behalf
and on behalf of [Park Granada], [Park Monaco] and [Park Sienna]) ,
or a
designee, the Trustee's interest in any Mortgage Loan released
pursuant
hereto. If pursuant to the foregoing provisions [Countrywide] (on
its own
behalf and on behalf of [Park Granada], [Park Monaco] and [Park
Sienna])
repurchases a Supplemental Mortgage Loan that is a MERS Mortgage
Loan, the
Master Servicer shall either (i) cause MERS to execute and deliver
an
assignment of the Mortgage in recordable form to transfer the
Mortgage from
MERS to [Countrywide] (on its own behalf and on behalf of [Park
Granada],
[Park Monaco] and [Park Sienna]) and shall cause such Mortgage to
be removed
from registration on the MERS(R) System in accordance with MERS'
rules and
regulations or (ii) cause MERS to designate on the MERS(R)
System
[Countrywide] (on its own behalf and on behalf of [Park Granada],
[Park
Monaco] and [Park Sienna]) or its designee as the beneficial holder
of such
Mortgage Loan.
(g) The Trustee shall retain possession and custody of each
Mortgage File in accordance with and subject to the terms and
conditions set
forth herein. The Master Servicer shall promptly deliver to the
Trustee, upon
the execution or receipt thereof, the originals of such other
documents or
instruments constituting the Mortgage File as come into the
possession of the
Master Servicer from time to time.
(h) It is understood and agreed that the respective obligations
of
each Seller to substitute for or to purchase any Mortgage Loan sold
to the
Depositor by it which does not meet the requirements of Section
2.01 above
shall constitute the sole remedy respecting such defect available
to the
Trustee, the Depositor and any Certificateholder against that
Seller.
SECTION 2.03.
Representations, Warranties and Covenants of the
Sellers and Master Servicer.
(a) [Countrywide] hereby makes the representations and
warranties
set forth in (i) Schedule II-A, Schedule II-B, Schedule II-C and
Schedule II-D
hereto, and by this reference incorporated herein, to the
Depositor, the
Master Servicer and the Trustee, as of the Closing Date, (ii)
Schedule III-A
hereto, and by this reference incorporated herein, to the
Depositor, the
Master Servicer and the Trustee, as of the Closing Date, or if so
specified
therein, as of the Initial Cut-off Date with respect to all of the
Initial
Mortgage Loans and as of the related Supplemental Cut-off Date with
respect to
all of the Supplemental Mortgage Loans, and (iii) Schedule III-B
hereto, and
by this reference incorporated herein, to the Depositor, the Master
Servicer
and the Trustee, as of the Closing Date, or if so specified
therein, as of the
Initial Cut-off Date with respect to the Initial Mortgage Loans
that are
[Countrywide] Mortgage Loans and as of the related Supplemental
Cut-off Date
with respect to the Supplemental Mortgage Loans that are
[Countrywide]
Mortgage Loans. [Park Granada] hereby makes the representations and
warranties
set forth in (i) Schedule II-B hereto, and by this reference
incorporated
herein, to the Depositor, the Master Servicer and the Trustee, as
of the
Closing Date and (ii) Schedule III-C hereto, and by this
reference
incorporated herein, to the Depositor, the Master Servicer and the
Trustee, as
of the Closing Date, or if so specified therein, as of the Initial
Cut-off
Date with respect to the Initial Mortgage Loans that are [Park
Granada]
Mortgage Loans and as of the related Supplemental Cut-off Date with
respect to
the Supplemental Mortgage Loans that are [Park Granada] Mortgage
Loans. [Park
Monaco] hereby makes the representations and warranties set forth
in (i)
Schedule II-C hereto, and by this reference incorporated herein, to
the
Depositor, the Master Servicer and the Trustee, as of the Closing
Date and
(ii) Schedule III-D hereto, and by this reference incorporated
herein, to the
Depositor, the Master Servicer and the Trustee,
II-10
<PAGE>
as of the Closing Date, or if so specified therein, as of the
Initial Cut-off
Date with respect to the Initial Mortgage Loans that are [Park
Monaco]
Mortgage Loans and as of the related Supplemental Cut-off Date with
respect to
the Supplemental Mortgage Loans that are [Park Monaco] Mortgage
Loans. [Park
Sienna] hereby makes the representations and warranties set forth
in (i)
Schedule II-D hereto, and by this reference incorporated herein, to
the
Depositor, the Master Servicer and the Trustee, as of the Closing
Date and
(ii) Schedule III-E hereto, and by this reference incorporated
herein, to the
Depositor, the Master Servicer and the Trustee, as of the Closing
Date, or if
so specified therein, as of the Initial Cut-off Date with respect
to the
Initial Mortgage Loans that are [Park Sienna] Mortgage Loans and as
of the
related Supplemental Cut-off Date with respect to the Supplemental
Mortgage
Loans that are [Park Sienna] Mortgage Loans.
(b) The Master Servicer hereby makes the representations and
warranties set forth in Schedule IV hereto, and by this reference
incorporated
herein, to the Depositor and the Trustee, as of the Closing
Date.
(c) Upon discovery by any of the parties hereto of a breach of
a
representation or warranty with respect to a Mortgage Loan made
pursuant to
Section 2.03(a) or a breach of a representation or warranty with
respect to a
Supplemental Mortgage Loan under Section 2.01(e)(i) that materially
and
adversely affects the interests of the Certificateholders in that
Mortgage
Loan, the party discovering such breach shall give prompt notice
thereof to
the other parties. Each Seller hereby covenants that within [90]
days of the
earlier of its discovery or its receipt of written notice from any
party of a
breach of any representation or warranty with respect to a Mortgage
Loan sold
by it pursuant to Section 2.03(a) and with respect to a breach of
a
representation and warranty with respect to a Supplemental Mortgage
Loan sold
by it under Section 2.01(e)(i) which materially and adversely
affects the
interests of the Certificateholders in that Mortgage Loan, it shall
cure such
breach in all material respects, and if such breach is not so
cured, shall,
(i) if such [90]-day period expires prior to the second anniversary
of the
Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan")
from the
Trust Fund and substitute in its place a Substitute Mortgage Loan,
in the
manner and subject to the conditions set forth in this Section; or
(ii)
repurchase the affected Mortgage Loan or Mortgage Loans from the
Trustee at
the Purchase Price in the manner set forth below; provided,
however, that any
such substitution pursuant to (i) above shall not be effected prior
to the
delivery to the Trustee of the Opinion of Counsel required by
Section 2.05
hereof, if any, and any such substitution pursuant to (i) above
shall not be
effected prior to the additional delivery to the Trustee of a
Request for
Release substantially in the form of Exhibit N and the Mortgage
File for any
such Substitute Mortgage Loan. The Seller repurchasing a Mortgage
Loan
pursuant to this Section 2.03(c) shall promptly reimburse the
Master Servicer
and the Trustee for any expenses reasonably incurred by the Master
Servicer or
the Trustee in respect of enforcing the remedies for such breach.
With respect
to the representations and warranties described in this Section
which are made
to the best of a Seller's knowledge, if it is discovered by either
the
Depositor, a Seller or the Trustee that the substance of such
representation
and warranty is inaccurate and such inaccuracy materially and
adversely
affects the value of the related Mortgage Loan or the interests of
the
Certificateholders therein, notwithstanding that Seller's lack of
knowledge
with respect to the substance of such representation or warranty,
such
inaccuracy shall be deemed a breach of the applicable
representation or
warranty.
With respect to any Substitute Mortgage Loan or Loans, sold to
the
Depositor by a Seller, [Countrywide] (on its own behalf and on
behalf of [Park
Granada], [Park Monaco] and [Park Sienna]) shall deliver to the
Trustee for
the benefit of the Certificateholders the Mortgage Note, the
Mortgage, the
related assignment of the Mortgage, and such other documents and
agreements as
are required by Section 2.01, with the Mortgage Note endorsed and
the Mortgage
assigned as required by Section 2.01. No substitution is permitted
to be made
in any calendar month after the Determination Date for such month.
Scheduled
Payments due with respect to Substitute Mortgage Loans in the month
of
substitution shall not
II-11
<PAGE>
be part of the Trust Fund and will be retained by the related
Seller on the
next succeeding Distribution Date. For the month of
substitution,
distributions to Certificateholders will include the monthly
payment due on
any Deleted Mortgage Loan for such month and thereafter that Seller
shall be
entitled to retain all amounts received in respect of such Deleted
Mortgage
Loan. The Master Servicer shall amend the Mortgage Loan Schedule
for the
benefit of the Certificateholders to reflect the removal of such
Deleted
Mortgage Loan and the substitution of the Substitute Mortgage Loan
or Loans
and the Master Servicer shall deliver the amended Mortgage Loan
Schedule to
the Trustee. Upon such substitution, the Substitute Mortgage Loan
or Loans
shall be subject to the terms of this Agreement in all respects,
and the
related Seller shall be deemed to have made with respect to such
Substitute
Mortgage Loan or Loans, as of the date of substitution, the
representations
and warranties made pursuant to Section 2.03(a) with respect to
such Mortgage
Loan. Upon any such substitution and the deposit to the Certificate
Account of
the amount required to be deposited therein in connection with
such
substitution as described in the following paragraph, the Trustee
shall
release the Mortgage File held for the benefit of the
Certificateholders
relating to such Deleted Mortgage Loan to the related Seller and
shall execute
and deliver at such Seller's direction such instruments of transfer
or
assignment prepared by [Countrywide] (on its own behalf and on
behalf of [Park
Granada], [Park Monaco] and [Park Sienna]), in each case without
recourse, as
shall be necessary to vest title in that Seller, or its designee,
the
Trustee's interest in any Deleted Mortgage Loan substituted for
pursuant to
this Section 2.03.
For any month in which a Seller substitutes one or more
Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer
will determine the amount (if any) by which the aggregate principal
balance of
all Substitute Mortgage Loans sold to the Depositor by that Seller
as of the
date of substitution is less than the aggregate Stated Principal
Balance of
all Deleted Mortgage Loans repurchased by that Seller (after
application of
the scheduled principal portion of the monthly payments due in the
month of
substitution). The amount of such shortage (the "Substitution
Adjustment
Amount") plus an amount equal to the aggregate of any unreimbursed
Advances
with respect to such Deleted Mortgage Loans shall be deposited in
the
Certificate Account by [Countrywide] (on its own behalf and on
behalf of [Park
Granada], [Park Monaco] and [Park Sienna]) on or before the
Distribution
Account Deposit Date for the Distribution Date in the month
succeeding the
calendar month during which the related Mortgage Loan became
required to be
purchased or replaced hereunder.
In the event that a Seller shall have repurchased a Mortgage
Loan,
the Purchase Price therefor shall be deposited in the Certificate
Account
pursuant to Section 3.05 on or before the Distribution Account
Deposit Date
for the Distribution Date in the month following the month during
which that
Seller became obligated hereunder to repurchase or replace such
Mortgage Loan
and upon such deposit of the Purchase Price, the delivery of the
Opinion of
Counsel required by Section 2.05 and receipt of a Request for
Release in the
form of Exhibit N hereto, the Trustee shall release the related
Mortgage File
held for the benefit of the Certificateholders to such Person, and
the Trustee
shall execute and deliver at such Person's direction such
instruments of
transfer or assignment prepared by such Person, in each case
without recourse,
as shall be necessary to transfer title from the Trustee. It is
understood and
agreed that the obligation under this Agreement of any Person to
cure,
repurchase or replace any Mortgage Loan as to which a breach has
occurred and
is continuing shall constitute the sole remedy against such Persons
respecting
such breach available to Certificateholders, the Depositor or the
Trustee on
their behalf.
The representations and warranties made pursuant to this
Section
2.03 shall survive delivery of the respective Mortgage Files to the
Trustee
for the benefit of the Certificateholders.
II-12
<PAGE>
SECTION 2.04.
Representations and Warranties of the Depositor as
to the Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee
with
respect to each Initial Mortgage Loan as of the date hereof or such
other date
set forth herein that as of the Closing Date, and following the
transfer of
the Initial Mortgage Loans to it by each Seller, the Depositor had
good title
to the Initial Mortgage Loans and the Mortgage Notes were subject
to no
offsets, defenses or counterclaims.
The Depositor hereby assigns, transfers and conveys to the
Trustee
all of its rights with respect to the Mortgage Loans including,
without
limitation, the representations and warranties of each Seller made
pursuant to
Section 2.03(a)(ii) hereof, together with all rights of the
Depositor to
require each Seller to cure any breach thereof or to repurchase or
substitute
for any affected Mortgage Loan in accordance with this
Agreement.
It is understood and agreed that the representations and
warranties set forth in this Section 2.04 shall survive delivery of
the
Mortgage Files to the Trustee. Upon discovery by the Depositor or
the Trustee
of a breach of any of the foregoing representations and warranties
set forth
in this Section 2.04 (referred to herein as a "breach"), which
breach
materially and adversely affects the interest of the
Certificateholders, the
party discovering such breach shall give prompt written notice to
the others
and to each Rating Agency and the NIM Insurer.
SECTION 2.05.
Delivery of Opinion of Counsel in Connection with
Substitutions.
(a) Notwithstanding any contrary provision of this Agreement,
no
substitution pursuant to Section 2.02 or Section 2.03 shall be made
more than
[90] days after the Closing Date unless [Countrywide] delivers to
the Trustee
an Opinion of Counsel, which Opinion of Counsel shall not be at the
expense of
either the Trustee or the Trust Fund, addressed to the Trustee, to
the effect
that such substitution will not (i) result in the imposition of the
tax on
"prohibited transactions" on the Trust Fund or contributions after
the Startup
Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code,
respectively,
or (ii) cause each REMIC created hereunder to fail to qualify as a
REMIC at
any time that any Certificates are outstanding.
(b) Upon discovery by the Depositor, a Seller, the Master
Servicer, or the Trustee that any Mortgage Loan does not constitute
a
"qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, the
party discovering such fact shall promptly (and in any event within
[five]
([5]) Business Days of discovery) give written notice thereof to
the other
parties and the NIM Insurer. In connection therewith, the Trustee
shall
require [Countrywide] (on its own behalf and on behalf of [Park
Granada],
[Park Monaco] and [Park Sienna]), at its option, to either (i)
substitute, if
the conditions in Section 2.03(c) with respect to substitutions are
satisfied,
a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii)
repurchase
the affected Mortgage Loan within [90] days of such discovery in
the same
manner as it would a Mortgage Loan for a breach of representation
or warranty
made pursuant to Section 2.03. The Trustee shall reconvey to
[Countrywide] the
Mortgage Loan to be released pursuant hereto in the same manner,
and on the
same terms and conditions, as it would a Mortgage Loan repurchased
for breach
of a representation or warranty contained in Section 2.03.
SECTION 2.06.
Execution and Delivery of Certificates.
The
Trustee acknowledges the transfer and assignment to it of the
Trust Fund and, concurrently with such transfer and assignment, has
executed
and delivered to or upon the order of the Depositor, the
Certificates in
authorized denominations evidencing directly or indirectly the
entire
ownership of the Trust Fund. The Trustee agrees to hold the Trust
Fund and
exercise the rights referred
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to above for the benefit of all present and future Holders of the
Certificates
and to perform the duties set forth in this Agreement, to the end
that the
interests of the Holders of the Certificates may be adequately and
effectively
protected.
SECTION 2.07.
REMIC Matters.
The Preliminary Statement sets forth the designations and
"latest
possible maturity date" for federal income tax purposes of all
interests
created hereby. The "Startup Day" for purposes of the REMIC
Provisions shall
be the Closing Date. The "tax matters person" with respect to each
REMIC
hereunder shall be the Trustee and the Trustee shall hold the Tax
Matters
Person Certificate. Each REMIC's fiscal year shall be the calendar
year.
SECTION 2.08.
Covenants of the Master Servicer.
The Master Servicer hereby covenants to the Depositor and the
Trustee as follows:
(a) the Master Servicer shall comply in the performance of its
obligations under this Agreement with all reasonable rules and
requirements of
the insurer under each Required Insurance Policy; and
(b) no written information, certificate of an officer,
statement
furnished in writing or written report delivered to the Depositor,
any
affiliate of the Depositor or the Trustee and prepared by the
Master Servicer
pursuant to this Agreement will contain any untrue statement of a
material
fact or omit to state a material fact necessary to make such
information,
certificate, statement or report not misleading.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01.
Master Servicer to Service Mortgage Loans.
For and on behalf of the Certificateholders, the Master
Servicer
shall service and administer the Mortgage Loans in accordance with
the terms
of this Agreement and customary and usual standards of practice of
prudent
mortgage loan servicers. In connection with such servicing and
administration,
the Master Servicer shall have full power and authority, acting
alone and/or
through Subservicers as provided in Section 3.02 hereof, subject to
the terms
hereof (i) to execute and deliver, on behalf of the
Certificateholders and the
Trustee, customary consents or waivers and other instruments and
documents,
(ii) to consent to transfers of any Mortgaged Property and
assumptions of the
Mortgage Notes and related Mortgages (but only in the manner
provided in this
Agreement), (iii) to collect any Insurance Proceeds and other
Liquidation
Proceeds (which, for the purpose of this Section, includes any
Subsequent
Recoveries), and (iv) to effectuate foreclosure or other conversion
of the
ownership of the Mortgaged Property securing any Mortgage Loan;
provided that
the Master Servicer shall not take any action that is inconsistent
with or
prejudices the interests of the Trust Fund or the
Certificateholders in any
Mortgage Loan or the rights and interests of the Depositor, the
Trustee and
the Certificateholders under this Agreement. The Master Servicer
shall
represent and protect the interests of the Trust Fund in the same
manner as it
protects its own interests in mortgage loans in its own portfolio
in any
claim, proceeding or litigation regarding a Mortgage Loan, and
shall not make
or permit any modification, waiver or amendment of any Mortgage
Loan which
would cause any REMIC created hereunder to fail to qualify as a
REMIC or
result in the imposition of any tax under Section 860F(a) or
Section 860G(d)
of the Code. Without limiting the generality of the foregoing, the
Master
Servicer, in its own name or in the name of the Depositor and the
Trustee, is
hereby authorized and empowered by the Depositor and the Trustee,
when the
Master Servicer believes it appropriate in its reasonable judgment,
to execute
and deliver, on behalf of the Trustee, the Depositor, the
Certificateholders
or any of them, any and all instruments of satisfaction or
cancellation, or of
partial or full release or discharge and all other comparable
instruments,
with respect to the Mortgage Loans, and with respect to the
Mortgaged
Properties held for the benefit of the Certificateholders. The
Master Servicer
shall prepare and deliver to the Depositor and/or the Trustee such
documents
requiring execution and delivery by either or both of them as are
necessary or
appropriate to enable the Master Servicer to service and administer
the
Mortgage Loans to the extent that the Master Servicer is not
permitted to
execute and deliver such documents pursuant to the preceding
sentence. Upon
receipt of such documents, the Depositor and/or the Trustee shall
execute such
documents and deliver them to the Master Servicer. The Master
Servicer further
is authorized and empowered by the Trustee, on behalf of the
Certificateholders and the Trustee, in its own name or in the name
of the
Subservicer, when the Master Servicer or the Subservicer, as the
