EXHIBIT 4.1
===============================================================================
CWHEQ, INC.,
Depositor
[COUNTRYWIDE HOME LOANS, INC.],
Seller
[PARK MONACO INC.],
Seller
[PARK SIENNA LLC],
Seller
[COUNTRYWIDE HOME LOANS SERVICING LP],
Master Servicer
------------------------,
Trustee
and
------------------------------------,
Co-Trustee
-------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of __________, 200_
-------------------------------------
ASSET-BACKED CERTIFICATES, SERIES 200_-__
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<CAPTION>
Table of Contents
-----------------
Page
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ARTICLE I.
DEFINITIONS
<S>
<C>
Section 1.01 Defined
Terms..................................................................................13
Section 1.02 Certain
Interpretive
Provisions................................................................65
ARTICLE II.
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance
of Mortgage
Loans...................................................................65
Section 2.02 Acceptance
by Trustee of the Mortgage
Loans....................................................72
Section 2.03
Representations, Warranties and Covenants of the Master Servicer
and the Sellers...............78
Section 2.04
Representations and Warranties of the
Depositor................................................96
Section 2.05 Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases................98
Section 2.06
Authentication and Delivery of
Certificates....................................................98
Section 2.07 Covenants
of the Master
Servicer...............................................................99
ARTICLE III.
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01 Master
Servicer to Service Mortgage
Loans......................................................99
Section 3.02
Subservicing; Enforcement of the Obligations of Master
Servicer...............................101
Section 3.03 Rights of
the Depositor, the Sellers, the Certificateholders, the NIM
Insurer, the
Class [AF-5B] Insurer and the Trustee in Respect of the Master
Servicer.......................102
Section 3.04 Trustee to
Act as Master
Servicer.............................................................102
Section 3.05 Collection
of Mortgage Loan Payments; Certificate Account; Distribution
Account;
Pre-Funding Account; Seller Shortfall Interest
Requirement....................................103
Section 3.06 Collection
of Taxes, Assessments and Similar Items; Escrow
Accounts...........................106
Section 3.07 Access to
Certain Documentation and Information Regarding the Mortgage
Loans..................107
Section 3.08 Permitted
Withdrawals from the Certificate Account, Distribution Account,
Carryover
Reserve Fund and the Principal Reserve
Fund...................................................107
Section 3.09
[Reserved]....................................................................................110
Section 3.10
Maintenance of Hazard
Insurance...............................................................110
Section 3.11
Enforcement of Due-On-Sale Clauses; Assumption
Agreements.....................................111
Section 3.12
Realization Upon Defaulted Mortgage Loans; Determination of Excess
Proceeds and
Realized Losses; Repurchase of Certain Mortgage
Loans.........................................112
Section 3.13 Co-Trustee
to Cooperate; Release of Mortgage
Files............................................116
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Section 3.14 Documents,
Records and Funds in Possession of Master Servicer to be Held for
the
Trustee.......................................................................................117
Section 3.15 Servicing
Compensation........................................................................117
Section 3.16 Access to
Certain
Documentation...............................................................118
Section 3.17 Annual
Statement as to
Compliance.............................................................118
Section 3.18 The
Corridor
Contracts........................................................................119
Section 3.19 Prepayment
Charges............................................................................119
ARTICLE IV.
DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
Section 4.01 Advances;
Remittance
Reports..................................................................120
Section 4.02 Reduction
of Servicing Compensation in Connection with Prepayment Interest
Shortfalls.........122
Section 4.03
[Reserved]....................................................................................122
Section 4.04
Distributions.................................................................................122
Section 4.05 Monthly
Statements to
Certificateholders......................................................138
Section 4.06 [Class
[AF-5B] Policy; Rights of the Class [AF-5B]
Insurer....................................138
Section 4.07 [Carryover
Reserve
Fund.......................................................................138
Section 4.08 [Credit
Comeback Excess
Account...............................................................138
ARTICLE V.
THE CERTIFICATES
Section 5.01 The
Certificates..............................................................................138
Section 5.02
Certificate Register; Registration of Transfer and Exchange of
Certificates...................138
Section 5.03 Mutilated,
Destroyed, Lost or Stolen
Certificates.............................................138
Section 5.04 Persons
Deemed
Owners.........................................................................138
Section 5.05 Access to
List of Certificateholders' Names and
Addresses.....................................138
Section 5.06 Book-Entry
Certificates.......................................................................138
Section 5.07 Notices to
Depository.........................................................................138
Section 5.08 Definitive
Certificates.......................................................................138
Section 5.09
Maintenance of Office or
Agency...............................................................138
ARTICLE VI.
THE DEPOSITOR, THE MASTER SERVICER AND THE SELLERS
Section 6.01 Respective
Liabilities of the Depositor, the Master Servicer and the
Sellers..................138
Section 6.02 Merger or
Consolidation of the Depositor, the Master Servicer or the
Sellers..................138
Section 6.03 Limitation
on Liability of the Depositor, the Sellers, the Master Servicer,
the NIM
Insurer and
Others............................................................................138
Section 6.04 Limitation
on Resignation of Master
Servicer..................................................138
Section 6.05 Errors and Omissions Insurance;
Fidelity
Bonds................................................138
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ARTICLE VII.
DEFAULT; TERMINATION OF MASTER SERVICER
Section 7.01 Events of
Default.............................................................................138
Section 7.02 Trustee to
Act; Appointment of
Successor......................................................138
Section 7.03
Notification to
Certificateholders............................................................138
ARTICLE VIII.
CONCERNING THE
TRUSTEE AND THE CO-TRUSTEE
Section 8.01 Duties of
Trustee.............................................................................138
Section 8.02 Certain
Matters Affecting the
Trustee.........................................................138
Section 8.03 Trustee
Not Liable for Mortgage
Loans.........................................................138
Section 8.04 Trustee
May Own
Certificates..................................................................138
Section 8.05 Master
Servicer to Pay Trustee's Fees and
Expenses............................................138
Section 8.06
Eligibility Requirements for
Trustee..........................................................138
Section 8.07
Resignation and Removal of
Trustee............................................................138
Section 8.08 Successor
Trustee.............................................................................138
Section 8.09 Merger or
Consolidation of
Trustee............................................................138
Section 8.10
Appointment of Co-Trustee or Separate
Trustee.................................................138
Section 8.11 Tax
Matters...................................................................................138
Section 8.12
Co-Trustee....................................................................................138
Section 8.13 Access to
Records of the
Trustee..............................................................138
Section 8.14 Suits for
Enforcement.........................................................................138
ARTICLE IX.
TERMINATION
Section 9.01
Termination upon Liquidation or Repurchase of all Mortgage
Loans..............................138
Section 9.02 Final
Distribution on the
Certificates........................................................138
Section 9.03
Additional
Termination
Requirements...........................................................138
ARTICLE X.
MISCELLANEOUS PROVISIONS
Section 10.01
Amendment.....................................................................................138
Section 10.02 Recordation of
Agreement;
Counterparts........................................................138
Section 10.03 Governing
Law.................................................................................138
Section 10.04 Intention of
Parties..........................................................................138
Section 10.05
Notices.......................................................................................138
Section 10.06 Severability of
Provisions....................................................................138
Section 10.07
Assignment....................................................................................138
Section 10.08 Limitation on
Rights of
Certificateholders....................................................138
Section 10.09 Inspection and
Audit
Rights...................................................................138
Section 10.10 Certificates
Nonassessable and Fully
Paid.....................................................138
Section 10.11 Rights of NIM
Insurer.........................................................................138
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<PAGE>
ARTICLE XI.
EXCHANGE ACT REPORTING
Section 11.01 Filing
Obligations............................................................................138
Section 11.02 Form 10-D
Filings.............................................................................138
Section 11.03 Form 8-K
Filings..............................................................................138
Section 11.04 Form 10-K
Filings.............................................................................138
Section 11.05 Sarbanes-Oxley
Certification..................................................................138
Section 11.06 Form 15
Filing................................................................................138
Section 11.07 Report on
Assessment of Compliance and
Attestation............................................138
Section 11.08 Use of
Subservicers and
Subcontractors........................................................138
Section 11.09
Amendments....................................................................................138
</TABLE>
Exhibits
--------
EXHIBIT A
Forms of Certificates
EXHIBIT A-1
Form of Class [AF-1A] Certificate
EXHIBIT A-2
Form of Class [AF-1B] Certificate
EXHIBIT A-3
Form of Class [AF-2] Certificate
EXHIBIT A-4
Form of Class [AF-3] Certificate
EXHIBIT A-5
Form of Class [AF-4] Certificate
EXHIBIT A-6
Form of Class [AF-5A] Certificate
EXHIBIT A-7
Form of Class [AF-5B] Certificate
EXHIBIT A-8
Form of Class [AF-__] Certificate
EXHIBIT A-9
Form of Class [MF-1] Certificate
EXHIBIT A-10
Form of Class [MF-2] Certificate
EXHIBIT A-11
Form
of Class [MF-3] Certificate
EXHIBIT A-12
Form of Class [MF-__] Certificate
EXHIBIT A-13
Form of Class [MF-__] Certificate
EXHIBIT A-14
Form of Class [BF] Certificate
EXHIBIT A-15
Form of Class [2-AV-1] Certificate
EXHIBIT A-16
Form of Class [2-AV-2] Certificate
EXHIBIT A-17
Form of Class [2-AV-__] Certificate
EXHIBIT A-18
Form of Class [3-AV-1] Certificate
EXHIBIT A-19
Form of Class [3-AV-2] Certificate
EXHIBIT A-20
Form of Class [3-AV-__] Certificate
EXHIBIT A-21
Form of Class [MV-1] Certificate
EXHIBIT A-22
Form of Class [MV-2]Certificate
EXHIBIT A-23
Form of Class [MV-3] Certificate
EXHIBIT A-24
Form of Class [MV-__] Certificate
EXHIBIT A-25
Form of Class [MV-__]Certificate
EXHIBIT A-26
Form of Class [BV] Certificate
EXHIBIT B
Forms of Class [P] Certificates
EXHIBIT B-1
Form of Class [PF] Certificate
EXHIBIT B-2
Form of Class [PV] Certificate
EXHIBIT C
Forms of Class [C] Certificates
EXHIBIT C-1
Form of Class [CF]Certificate
iv
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<TABLE>
<CAPTION>
<S>
<C>
EXHIBIT C-2
Form of Class [CV] Certificate
EXHIBIT D
Form of Class A-R Certificate
EXHIBIT E
Form of Tax Matters Person Certificate (Class A-R)
EXHIBIT F
Mortgage Loan Schedule
EXHIBIT F-1
List of Mortgage Loans
EXHIBIT F-2
Mortgage Loans for which All or a
Portion of a Related Mortgage File is
not Delivered to the Trustee on or
prior to the Closing Date
EXHIBIT G
Forms of Certification of Trustee
EXHIBIT G-1
Form of Initial Certification of Trustee (Initial Mortgage
Loans)
EXHIBIT G-2
Form of Interim Certification of Trustee
EXHIBIT G-3
Form of Delay Delivery Certification
EXHIBIT G-4
Form of Initial Certification of Trustee (Subsequent Mortgage
Loans)
EXHIBIT H
Form of Final Certification of Trustee
EXHIBIT I-1
Transfer Affidavit for Class A-R Certificates
EXHIBIT J-1
Form of Transferor Certificate for Class A-R Certificates
EXHIBIT J-2
Form of Transferor Certificate for Private Certificates
EXHIBIT K
Form of Investment Letter (Non-Rule 144A)
EXHIBIT L
Form of Rule 144A Letter
EXHIBIT M
Form of Request for Document Release
EXHIBIT N
Form of Request for File Release
EXHIBIT O
Copy of Depository Agreement
EXHIBIT P
Form of Subsequent Transfer Agreement
EXHIBIT Q
Form of Corridor Contracts
EXHIBIT Q-1
Form of Class [AF-1A]Corridor Contract
EXHIBIT Q-2
Form of Class [2-AV] Corridor Contract
EXHIBIT Q-3
Form of Class [3-AV] Corridor Contract
EXHIBIT Q-4
Form of Adjustable Rate Subordinate Corridor Contract
EXHIBIT R
Form of Class [AF-5B] Policy
EXHIBIT S-1
Form of Corridor Contract Assignment Agreement
EXHIBIT S-2
Form of Corridor Contract Administration Agreement
EXHIBIT T
Officer's Certificate with respect to Prepayments
EXHIBIT U
Monthly Report
EXHIBIT V
Form of Performance Certification
EXHIBIT V-1
Form of Performance Certification (Subservicer)
EXHIBIT V-2
Form of Performance Certification (Trustee)
EXHIBIT W
Form of Servicing Criteria to be Addressed in Assessment of
Compliance
Statement
EXHIBIT X
List of Item 1119 Parties
EXHIBIT Y
Form of Sarbanes-Oxley Certification (Replacement of Master
Servicer)
SCHEDULE I
Prepayment Charge Schedule and Prepayment Charge Summary
SCHEDULE II
Collateral Schedule
SCHEDULE III
Class [3-AV-1] Target Balance Schedule
</TABLE>
v
<PAGE>
POOLING AND SERVICING AGREEMENT, dated as of _________, 200_, by
and
among CWHEQ, INC., a Delaware corporation, as depositor (the
"Depositor"),
[COUNTRYWIDE HOME LOANS, INC.], a [New York corporation], as seller
("[CHL]"
or a "Seller"), [PARK MONACO INC.], a [Delaware corporation], as a
seller
("[Park Monaco]" or a "Seller"), [PARK SIENNA LLC], a [Delaware
limited
liability company] ("[Park Sienna]" or a "Seller", and together
with [CHL] and
[Park Monaco], the "Sellers"), [COUNTRYWIDE HOME LOANS SERVICING
LP], a [Texas
limited partnership], as master servicer (the "Master
Servicer"),
_______________________, a ___________________, as trustee (the
"Trustee"),
and ________________________, a ________________________, as
co-trustee (the
"Co-Trustee").
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby
conveyed
to the Trustee in return for the Certificates. The Trust Fund
(excluding the
Credit Comeback Excess Account, the Carryover Reserve Fund, the
assets held in
the Pre-Funding Account and the Trust Fund's rights with respect to
payments
received under the Corridor Contracts) for federal income tax
purposes will
consist of four REMICs ("REMIC 1", "REMIC 2", "REMIC 3" and the
"Master
REMIC"). Each Certificate, other than the Class A-R Certificate,
will
represent ownership of one or more regular interests in the Master
REMIC for
purposes of the REMIC Provisions. The Class A-R Certificate
represents
ownership of the sole class of residual interest in REMIC 1, REMIC
2, REMIC 3
and the Master REMIC. The Master REMIC will hold as assets the
several classes
of uncertificated REMIC 3 Interests. Each REMIC 3 Interest (other
than the
R-3-R Interest) is hereby designated as a regular interest in REMIC
3. REMIC 3
will hold as assets the several classes of REMIC 2 Interests (other
than the
R-2-R Interest). Each REMIC 2 Interest (other than the R-2-R
Interest) is
hereby designated as a regular interest in REMIC 2. REMIC 2 will
hold as
assets the several classes of REMIC 1 Interests (other than the
R-1-R
Interest). Each REMIC 1 Interest (other than the R-1-R Interest) is
hereby
designated as a regular interest in REMIC 1. REMIC 1 will hold as
assets all
property of the Trust Fund (excluding the Credit Comeback Excess
Account, the
Carryover Reserve Fund, the assets held in the Pre-Funding Account
and the
Trust Fund's rights with respect to payments received under the
Corridor
Contracts). The latest possible maturity date of all REMIC regular
interests
created in this Agreement shall be the Latest Possible Maturity
Date.
REMIC
1:
The REMIC 1 Interests will have the principal balances,
pass-through
rates and Corresponding Loan Groups as set forth below.
<PAGE>
<TABLE>
<CAPTION>
Initial
Corresponding Loan
REMIC 1 Interests
Balance
Pass-Through Rate
Group(s)
----------------------------------------------- ------------
------------------- ------------------
<S>
<C>
<C>
<C>
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
---------------
</TABLE>
(1) The
principal balance of each REMIC 1 Interest having an "I"
designation
is the
principal balance of all the Initial Mortgage Loans in the
Corresponding Loan Group.
(2) The
principal balance of each REMIC 1 Interest having an "S"
designation
is the
principal balance of all the Subsequent Mortgage Loans in the
Corresponding Loan Group.
(3) This REMIC 1
Interest pays no principal.
(4) The R-1-R
Interest is the sole class of residual interest in REMIC 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 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 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 Accrual Period) through the
Distribution Date in ________ 200_ is a per annum rate equal to
_____%.
For any
Distribution Date (and the related 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 Accrual Period) through the
Distribution Date in ________ 200_, this REMIC 1 Interest is
entitled to
all the
interest payable with respect to the Subsequent Mortgage Loans
in the
Corresponding Loan Group (or Groups). For any Distribution Date
(and the
related Accrual Period) following the
2
<PAGE>
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:
(1) Interest.
Interest is to be distributed with respect to each REMIC 1
Interest at the rate, or according to the formulas, described
above.
(2)
Principal For any Distribution Date (and the related Accrual
Period)
through the Distribution Date in ________ 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 Subsequent Mortgage Loans
in a Loan
Group shall be allocated to its corresponding "S" REMIC 1
Interests. For any
Distribution Date (and the related Accrual Period) after the
Distribution Date
in ________ 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.
<TABLE>
<CAPTION>
Corresponding Loan
REMIC 2 Interests
Initial Balance
Pass-Through Rate
Group
------------------------------------------------
-----------------
------------------- ------------------
<S>
<C>
<C>
<C>
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]
3
<PAGE>
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
</TABLE>
---------------
(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) 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.
4
<PAGE>
(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.
(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.
5
<PAGE>
(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:
(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-
6
<PAGE>
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.
7
<PAGE>
REMIC 3:
The REMIC 3 Regular Interests will have the principal balances,
pass-through
rates and Corresponding Classes of Certificates as set forth in the
following
table:
<TABLE>
<CAPTION>
------------------------------- ----------------------------
---------------------------- ----------------------------
Pass-Through
Corresponding Class of
REMIC 3
Interests
Initial Principal Balance
Rate
Certificates
------------------------------- ----------------------------
---------------------------- ----------------------------
<S>
<C>
<C>
<C>
R-3-[AF-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]
------------------------------- ----------------------------
---------------------------- ----------------------------
</TABLE>
(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-
8
<PAGE>
3-F-Accrual Interest will be allocated to this class to maintain
its size
relative to its Corresponding Certificate Class (that is, [50]%)
with any
excess payments of principal, Realized Losses and Subsequent
Recoveries being
allocated to the R-3-F-Accrual Interest in such manner as to cause
the
principal balance of the R-3-F-Accrual Interest to have a principal
balance
equal to (a) [50]% of the Loan Group [1] principal balance plus (b)
[50]% of
the Fixed Rate Overcollateralized Amount for such Distribution
Date.
(2) The pass-through rate with respect to any Distribution Date
(and the
related Accrual Period) for this REMIC 3 Interest is a per annum
rate equal to
the 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 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 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 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 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.
9
<PAGE>
(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.
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.
10
<PAGE>
The following table specifies the class designation, interest
rate, and principal amount for each class of Master REMIC
Interest:
<TABLE>
<CAPTION>
Original Certificate
Class
Principal Balance Pass-Through
Rate
--------------------------------------------------- -----------------------
-------------------
<S>
<C>
<C>
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)
</TABLE>
(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
11
<PAGE>
Certificates and the Class [BV] Certificates, and then 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 Certificate
Principal
Balances equal to the Fixed Rate Overcollateralized Amount and
Adjustable
Rate Overcollateralized Amount, respectively.
(3) For each
Interest Accrual Period the Class [CF] Certificates are
entitled
to an amount (the "Class [CF] Distributable Amount") equal to
the sum of
(a) the interest payable on the R-3-XF Interests and (b) a
specified
portion of the interest on the REMIC 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).
12
<PAGE>
ARTICLE I.
DEFINITIONS
Section 1.01 Defined Terms.
______________
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires, shall have the following
meanings:
Accrual Period: [With respect to any Distribution Date and each
Class of Adjustable Rate Certificates, the period commencing on
the
immediately preceding Distribution Date (or, in the case of the
first
Distribution Date, the Closing Date) and ending on the day
immediately
preceding such Distribution Date. With respect to any Distribution
Date and
each Class of Fixed Rate Certificates and the Class [C]
Certificates, the
calendar month preceding the month in which such Distribution Date
occurs. All
calculations of interest on the Adjustable Rate Certificates will
be made on
the basis of the actual number of days elapsed in the related
Accrual Period
and on a 360-day year. All calculations of interest on the Fixed
Rate
Certificates and Class [C] Certificates will be made on the basis
of a 360-day
year consisting of twelve 30-day months].
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] Pre-Funded Amount and the Group
[3]
Pre-Funded Amount, as set forth below:
13
<PAGE>
<TABLE>
<CAPTION>
Distribution Date
Percentage
-----------------
----------
<S>
<C>
<C>
_____ 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........................ ____%
</TABLE>
Adjustable Rate Delinquency Trigger Event: With respect to any
Distribution Date on or after the Adjustable Rate Stepdown Date, an
Adjustable
Rate Delinquency Trigger Event exists if the Rolling [Sixty-Day]
Delinquency
Rate for Outstanding Mortgage Loans in Loan Group [2] and Loan
Group [3]
equals or exceeds the product of (x) the Adjustable Rate Senior
Enhancement
Percentage for such Distribution Date and (y) the applicable
percentage listed
below for the most senior class of outstanding Class [AV]
Certificates and
Adjustable Rate Subordinate Certificates:
Class
Percentage
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 4.04(b)(iii)(j), (ii) the amount remaining after the
distribution of
principal to Certificateholders for such Distribution Date,
pursuant to
Section 4.04(d)(1)(B)(x) or 4.04(d)(2)(K) and (iii) the Adjustable
Rate
Overcollateralization Reduction Amount for such Distribution Date,
if any.
14
<PAGE>
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]
Pre-Funded Amount and the Group [3] Pre-Funded Amount.
Adjustable Rate Overcollateralization Deficiency Amount: With
respect to any Distribution Date, the amount, if any, by which the
Adjustable
Rate Overcollateralization Target Amount exceeds the Adjustable
Rate
Overcollateralized Amount on such Distribution Date (after giving
effect to
distribution of the Principal Distribution Amount (other than the
portion
thereof consisting of the Extra Principal Distribution Amount) for
Loan Group
[2] and Loan Group [3] on such Distribution Date).
Adjustable Rate Overcollateralization Reduction Amount: With
respect to any Distribution Date, an amount equal to the lesser of
(i) the
Adjustable Rate Excess Overcollateralization Amount for such
Distribution Date
and (ii) the aggregate Principal Remittance Amount for Loan Group
[2] and Loan
Group [3] for such Distribution Date.
Adjustable Rate Overcollateralization Target Amount: With
respect
to any Distribution Date (a) prior to the Adjustable Rate Stepdown
Date, an
amount equal to ___% of the sum of the aggregate Cut-off Date
Principal
Balance of the Initial Mortgage Loans in Loan Group [2] and Loan
Group [3],
the Group [2] Pre-Funded Amount and the Group [3] Pre-Funded Amount
and (b) on
or after the Adjustable Rate Stepdown Date, the greater of (i) an
amount equal
to ____% 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
Pre-Funding Account in respect of Loan Group [2] and Loan Group [3]
exceeds
(y) the sum of the aggregate Certificate Principal Balance of the
Class [AV]
Certificates and the Adjustable Rate Subordinate Certificates as of
such
Distribution Date (after giving effect to 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 Funding Period, any amounts to be released
from the
Pre-Funding Account in respect of Loan Group [2] and Loan Group
[3]).
Adjustable Rate Senior Enhancement Percentage: With respect to
a
Distribution Date on or after the Adjustable Rate Stepdown Date,
the fraction
(expressed as a percentage) (1) the numerator of which is the
excess of (a)
the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Group [2]
and Loan Group [3] for the preceding Distribution Date over
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<PAGE>
(b) (i) before the Certificate Principal Balances of the Class
[AV]
Certificates have been reduced to zero, the sum of the Certificate
Principal
Balances of the Class [AV] Certificates, or (ii) after such time,
the
Certificate Principal Balance of the most senior Class of
Adjustable Rate
Subordinate Certificates outstanding, as of the 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 Certificate Principal 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
Certificate Principal Balance of the Class [AV] Certificates (after
taking
into account distribution of the Class [AV] Principal Distribution
Amount for
such Distribution Date), (b) the aggregate Certificate Principal
Balance of
any Class(es) of Adjustable Rate Subordinate Certificates that are
senior to
the subject Class (in each case, after taking into account
distribution of the
Adjustable Rate Subordinate Class Principal Distribution Amount(s)
for such
senior Class(es) of Certificates for such Distribution Date), and
(c) the
Certificate Principal Balance of the subject Class of Adjustable
Rate
Subordinate Certificates immediately prior to such Distribution
Date over (2)
the lesser of (a) the product of (x) [100]% minus the Stepdown
Target
Subordination Percentage for the subject Class of Certificates and
(y) the
aggregate Stated Principal Balance of the Mortgage Loans in Loan
Group [2] and
Loan Group [3] for such Distribution Date and (b) the aggregate
Stated
Principal Balance of the Mortgage Loans in Loan Group 2 and Loan
Group 3 for
such Distribution Date minus the Adjustable Rate OC Floor;
provided, however,
that if such Class of Adjustable Rate Subordinate Certificates is
the only
Class of Adjustable Rate Subordinate Certificates outstanding on
such
Distribution Date, that Class will be entitled to receive the
entire remaining
Principal Distribution Amount for Loan Group [2] and Loan Group [3]
until the
Certificate Principal Balance thereof is reduced to zero.
Adjustable Rate Subordinate 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 Q-4.
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
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<PAGE>
sum of the aggregate Stated Principal Balance of the Mortgage Loans
in Loan
Group [2] and the amount on deposit in the Pre-Funding Account in
respect of
Loan Group [2] over the outstanding aggregate Certificate Principal
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 Pre-Funding Account in
respect of
Loan Group [3] over the outstanding aggregate Certificate Principal
Balance of
the Class [3-AV] Certificates), adjusted to an effective rate
reflecting the
calculation of interest on the basis of the actual number of days
elapsed
during the related Accrual Period and a 360-day year.
Adjustable Rate Trigger Event: With respect to any Distribution
Date on or after the Adjustable Rate Stepdown Date, either an
Adjustable Rate
Delinquency Trigger Event with respect to that Distribution Date or
an
Adjustable Rate Cumulative Loss Trigger Event with respect to
that
Distribution Date.
Adjusted Net Mortgage Rate: As to each Mortgage Loan, the
Mortgage
Rate less the related Expense Fee Rate.
Adjusted Subordinate Component Balance: With respect to any
Distribution Date and for any Variable Loan Group, (i) the
principal balance
of such Variable Loan Group as of the first day of the related Due
Period
(after giving effect to Principal Prepayments received in the
Prepayment
Period ending during such Due Period) less (ii) the product of (a)
the
Adjustable Rate Overcollateralized Amount and (b)(I) the principal
balance of
such Variable Loan Group, divided by (II) the sum of the principal
balance of
the Mortgage Loans, as of the first day of the related Due Period,
less (iii)
the aggregate Certificate Principal Balance of the related Classes
of Senior
Certificates in either case immediately prior to such Distribution
Date.
Adjustment Date: As to each Adjustable Rate Mortgage Loan, each
date on which the related Mortgage Rate is subject to adjustment,
as provided
in the related Mortgage Note.
Advance: The aggregate of the advances required to be made by
the
Master Servicer with respect to any Distribution Date pursuant to
Section
4.01, the amount of any such advances being equal to the aggregate
of payments
of principal of, and interest on the Stated Principal Balance of,
the Mortgage
Loans (net of the Servicing Fees) that were due on the related Due
Date and
not received by the Master Servicer as of the close of business on
the related
Determination Date including an amount equivalent to interest on
the Stated
Principal Balance of each Mortgage Loan as to which the related
Mortgaged
Property is an REO Property or as to which the related Mortgaged
Property has
been liquidated but such Mortgage Loan has not yet become a
Liquidated
Mortgage Loan; provided, however, that the net monthly rental
income (if any)
from such REO Property deposited in the Certificate Account for
such
Distribution Date pursuant to Section 3.12 may be used to offset
such Advance
for the related REO Property; provided, further, that for the
avoidance of
doubt, no Advances shall be required to be made in respect of any
Liquidated
Mortgage Loan.
17
<PAGE>
Agreement: This Pooling and Servicing Agreement and any and all
amendments or supplements hereto made in accordance with the terms
herein.
Amount Held for Future Distribution: As to any Distribution
Date,
the aggregate amount held in the Certificate Account at the close
of business
on the immediately preceding Determination Date on account of (i)
all
Scheduled Payments or portions thereof received in respect of the
Mortgage
Loans due after the related Due Date, (ii) Principal Prepayments
received in
respect of such Mortgage Loans after the last day of the related
Prepayment
Period and (iii) Liquidation Proceeds and Subsequent Recoveries
received in
respect of such Mortgage Loans after the last day of the related
Due Period.
Applied Realized Loss Amount: With respect to any Distribution
Date and (i) Loan Group [1] and the Fixed Rate Subordinate
Certificates, the
amount, if any, by which, the aggregate Certificate Principal
Balance of the
Fixed Rate Certificates (after all distributions of principal on
such
Distribution Date) exceeds the sum of (x) the Stated Principal
Balance of the
Mortgage Loans in Loan Group [1] for such Distribution Date and (y)
the amount
on deposit in the Pre-Funding Account in respect of Loan Group [1],
(ii) Loan
Group [2] and Loan Group [3] and the Adjustable Rate Subordinate
Certificates,
the amount, if any, by which, the aggregate Certificate Principal
Balance of
the Adjustable Rate Certificates (after all distributions of
principal on such
Distribution Date) exceeds the sum of (x) the aggregate Stated
Principal
Balance of the Mortgage Loans in Loan Group [2] and Loan Group [3]
and (y) the
amount on deposit in the Pre-Funding Account in respect of Loan
Group [2] and
Loan Group [3] and (iii) Loan Group [2] and the Class 2-A-2
Certificates,
after the Certificate Principal Balances of the Adjustable Rate
Subordinate
Certificates have been reduced to zero, the amount, if any, by
which, the
aggregate Certificate Principal 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 Pre-Funding
Account in
respect of Loan Group [2].
Appraised Value: The appraised value of the Mortgaged Property
based upon the appraisal made for the originator of the related
Mortgage Loan
by an independent fee appraiser at the time of the origination of
the related
Mortgage Loan, or the sales price of the Mortgaged Property at the
time of
such origination, whichever is less, or with respect to any
Mortgage Loan
originated in connection with a refinancing, the appraised value of
the
Mortgaged Property based upon the appraisal made at the time of
such
refinancing.
Bankruptcy Code: Title 11 of the United States Code.
Book-Entry Certificates: Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the
ownership of
which is reflected on the books of the Depository or on the books
of a person
maintaining an account with the Depository (directly, as a
"Depository
Participant", or indirectly, as an indirect participant in
accordance with the
rules of the Depository and as described in Section 5.06). As of
the Closing
Date, each Class of Interest Bearing Certificates constitutes a
Class of
Book-Entry Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which or banking institutions in the State of [New
York] or
[California] or the city in which the
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<PAGE>
Corporate Trust Office of the Trustee is located is authorized or
obligated by
law or executive order to be closed.
Calculation Rate: For each Distribution Date, in the case of
the
R-2-A and R-2-B Interests, the product of (i) 10 and (ii) the
weighted average
rate of the outstanding R-2-A and R-2-B Interests, treating each
R-2-A
Interest as capped at zero or reduced by a fixed percentage of
[100]% of the
interest accruing on such Class. For each Distribution Date, in the
case of
the R-2-C and R-2-D Interests, the product of (i) 10 and (ii) the
weighted
average rate of the outstanding R-2-C and R-2-D Interests, treating
each R-2-C
Interest as capped at zero or reduced by a fixed percentage of
[100]% of the
interest accruing on such Class.
Carryover Reserve Fund: The separate Eligible Account created
and
initially maintained by the Trustee pursuant to Section 4.07 in the
name of
the Trustee for the benefit of the Certificateholders and
designated
"__________________ in trust for registered Holders of CWHEQ,
Inc.,
Asset-Backed 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 of any Class executed
and
authenticated by the Trustee in substantially the forms attached
hereto as
Exhibits A-1 through A-32, Exhibits B-1 and B-2, Exhibits C-1 and
C-2, Exhibit
D and Exhibit E.
Certificate Account: The separate Eligible Account created and
initially maintained by the Master Servicer pursuant to Section
3.05(b) with a
depository institution in the name of the Master Servicer for the
benefit of
the Trustee on behalf of the Certificateholders and designated
"[Countrywide
Home Loans Servicing LP] in trust for registered Holders of CWHEQ,
Inc.,
Asset-Backed 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 Owner: With respect to a Book-Entry Certificate,
the
person that is the beneficial owner of such Book-Entry
Certificate.
Certificate Principal Balance: As to any Certificate (other
than
the Class [C] Certificates) and as of any Distribution Date, the
Initial
Certificate Principal Balance of such Certificate (A) less the sum
of (i) all
amounts distributed with respect to such Certificate in reduction
of the
Certificate Principal Balance thereof on previous Distribution
Dates pursuant
to Section 4.04(c) or 4.04(d), (ii) with respect to the Class
[AF-5B]
Certificates only, payments under the Class [AF-5B] Policy relating
to
principal and (iii) with respect to the Class [2-AV-2] Certificates
and any
Class of Subordinate Certificates, any Applied Realized Loss
Amounts allocated
to such Certificate on previous Distribution Dates pursuant to
Section 4.04(j)
or 4.04(k), and (B) increased by, with respect to the Class
[2-AV-2] and
Subordinate Certificates, any Subsequent Recoveries allocated to
such Class of
Certificate pursuant to Section 4.04(l) or 4.04(m) on such
Distribution Date.
References herein to the Certificate Principal Balance of a Class
of
Certificates shall mean the Certificate Principal Balances of all
Certificates
in such Class. The Class [C] Certificates do not have a Certificate
Principal
Balance. With respect to any Certificate (other than the Class
[C]
Certificates) of a Class and any Distribution Date, the
19
<PAGE>
portion of the Certificate Principal Balance of such Class
represented by such
Certificate equal to the product of the Percentage Interest
evidenced by such
Certificate and the Certificate Principal Balance of such Class.
Exclusively
for the purpose of determining any subrogation rights of the Class
[AF-5B]
Insurer arising under Section 4.06 hereof, the "Certificate
Principal Balance"
of the Class [AF-5B] Certificates shall not be reduced by the
amount of any
payments made by the Class [AF-5B] Insurer in respect of principal
on such
Certificates under the Class [AF-5B] Policy, except to the extent
such payment
shall have been reimbursed to the Class [AF-5B] Insurer pursuant to
the
provisions of this Agreement.
Certificate Register: The register maintained pursuant to
Section
5.02 hereof.
Certificateholder or Holder: The person in whose name a
Certificate is registered in the Certificate Register (initially,
Cede & Co.,
as nominee for the Depository, in the case of any Class of
Book-Entry
Certificates), except that solely for the purpose of giving any
consent
pursuant to this Agreement, any Certificate registered in the name
of the
Depositor or any affiliate of the Depositor shall be deemed not to
be
Outstanding and the Voting Interest evidenced thereby shall not be
taken into
account in determining whether the requisite amount of Voting
Interests
necessary to effect such consent has been obtained; provided that
if any such
Person (including the Depositor) owns [100]% of the Voting
Interests evidenced
by a Class of Certificates, such Certificates shall be deemed to
be
Outstanding for purposes of any provision hereof (other than the
second
sentence of Section 10.01 hereof) that requires the consent of the
Holders of
Certificates of a particular Class as a condition to the taking of
any action
hereunder. The Trustee is entitled to rely conclusively on a
certification of
the Depositor or any affiliate of the Depositor in determining
which
Certificates are registered in the name of an affiliate of the
Depositor.
Certification Party: As defined in Section 11.05.
Certifying Person: As defined in Section 11.05.
[CHL]: [Countrywide Home Loans, Inc.], a [New York]
corporation,
and its successors and assigns.
[CHL] Mortgage Loans: The Mortgage Loans identified as such on
the
Mortgage Loan Schedule for which [CHL] is the applicable
Seller.
Class: All Certificates bearing the same Class designation as
set
forth in Section 5.01 hereof.
Class [2-AV-1] Certificate: Any Certificate designated as a
"Class
[2-AV-1] Certificate" on the face thereof, in the form of Exhibit
A-15 hereto,
representing the right to distributions as set forth herein.
Class [2-AV-2] Certificate: Any Certificate designated as a
"Class
[2-AV-2] Certificate" on the face thereof, in the form of Exhibit
A-16 hereto,
representing the right to distributions as set forth herein.
20
<PAGE>
Class [2-AV-__] Certificate: Any Certificate designated as a
"Class [2-AV-__] Certificate" on the face thereof, in the form of
Exhibit A-17
hereto, representing the right to distributions as set forth
herein.
Class [2-AV] Certificate: Any Class [2-AV-1], Class [2-AV-2] or
Class [2-AV-__] Certificate.
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 Q-2.
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 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 Certificate
Principal
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 minus
___% of the
sum of the aggregate Stated Principal Balance of the Mortgage Loans
in Loan
Group [2] and the original Group [2] Pre-Funded Amount as of the
Cut-off Date.
Class [3-AV-1] Certificate: Any Certificate designated as a
"Class
[3-AV-1] Certificate" on the face thereof, in the form of Exhibit
A-18 hereto,
representing the right to distributions as set forth herein.
Class [3-AV-1] Acceleration Event: With respect to any
Distribution Date, beginning with the Distribution Date in ____
20__ until the
Certificate Principal Balance of the Class [3-AV-1] Certificates
has been
reduced to zero, a Class [3-AV-1] Acceleration Event shall exist if
the
Certificate Principal 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
21
<PAGE>
to Section 4.04(e)(32), and (b) the excess of (x) the Certificate
Principal
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-2] Certificate: Any Certificate designated as a
"Class
[3-AV-2] Certificate" on the face thereof, in the form of Exhibit
A-19 hereto,
representing the right to distributions as set forth herein.
Class [3-AV-__] Certificate: Any Certificate designated as a
"Class [3-AV-__] Certificate" on the face thereof, in the form of
Exhibit A-20
hereto, representing the right to distributions as set forth
herein.
Class [3-AV] Certificate: Any Class [3-AV-1], Class [3-AV-2],
or
Class [3-AV-__] Certificate.
Class [3-AV] Corridor Contract: The transaction evidenced by
the
related Confirmation (as assigned to the Corridor Contract
Administrator
pursuant to the Corridor Contract Assignment Agreement), a form of
which is
attached hereto as Exhibit Q-4.
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 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 Certificate
Principal
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] Pre-Funded 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.
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<PAGE>
Class [AF] Principal Distribution Amount: With respect to any
Distribution Date, the excess of (1) the aggregate Certificate
Principal
Balance of the Class [AF] Certificates immediately prior to such
Distribution
Date, over (2) the lesser of (x) ____% 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] Certificate: Any Certificate designated as a
"Class
[AF-1A] Certificate" on the face thereof, in the form of Exhibit
A-1 hereto,
representing the right to distributions as set forth herein.
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 Q-1.
Class [AF-1A] Corridor Contract Termination Date: With respect
to
the Class [AF-1A] Corridor Contract, the Distribution Date in
_________ 20__.
Class [AF-1B] Certificate: Any Certificate designated as a
"Class
[AF-1B] Certificate" on the face thereof, in the form of Exhibit
A-2 hereto,
representing the right to distributions as set forth herein.
Class [AF-2] Certificate: Any Certificate designated as a
"Class
[AF-2] Certificate" on the face thereof, in the form of Exhibit A-3
hereto,
representing the right to distributions as set forth herein.
Class [AF-3] Certificate: Any Certificate designated as a
"Class
[AF-3] Certificate" on the face thereof, in the form of Exhibit A-4
hereto,
representing the right to distributions as set forth herein.
Class [AF-4] Certificate: Any Certificate designated as a
"Class
[AF-4] Certificate" on the face thereof, in the form of Exhibit A-5
hereto,
representing the right to distributions as set forth herein.
Class AF-[5] Certificate: Any Class [AF-5A] or Class [AF-5B]
Certificate.
Class [AF-5A] Certificate: Any Certificate designated as a
"Class
[AF-5A] Certificate" on the face thereof, in the form of Exhibit
A-6 hereto,
representing the right to distributions as set forth herein.
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.
23
<PAGE>
Class [AF-5B] Certificate: Any Certificate designated as a
"Class
[AF-5B] Certificate" on the face thereof, in the form of Exhibit
A-7 hereto,
representing the right to distributions as set forth herein.
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 4.06(i).
Class [AF-5B] Insurer Default: As defined in Section 4.06(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 R.
Class [AF-5B] Policy Payments Account: The separate Eligible
Account created and maintained by the Trustee pursuant to Section
4.06(c) in
the name of the Trustee for the benefit of the Class [AF-5B]
Certificateholders and designated "__________________ in trust for
registered
holders of CWHEQ, Inc., Asset-Backed 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 Certificate
Principal
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 4.04 hereof, plus (ii) interest accrued on such
Insured
Payments not previously repaid, calculated at the Late Payment Rate
from the
date such Insured Payments were made.
Class [AF-__] Certificate: Any Certificate designated as a
"Class
[AF-__] Certificate" on the face thereof, in the form of Exhibit
A-8 hereto,
representing the right to distributions as set forth herein.
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.
24
<PAGE>
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 [BF] Certificate: Any Certificate designated as a "Class
[BF] Certificate" on the face thereof, in the form of Exhibit A-14
hereto,
representing the right to distributions as set forth herein.
Class [BV] Certificate: Any Certificate designated as a "Class
[BV] Certificate" on the face thereof, in the form of Exhibit A-26
hereto,
representing the right to distributions as set forth herein.
Class [C] Certificate: Any Class [CF] or Class [CV]
Certificate.
Class [CF] Certificate: Any Certificate designated as a "Class
[CF] Certificate" on the face thereof, in the form of Exhibit C-1
hereto,
representing the right to distributions as set forth herein.
Class [CF] Distributable Amount: As defined in the Preliminary
Statement.
Class [CV] Certificate: Any Certificate designated as a "Class
[CV] Certificate" on the face thereof, in the form of Exhibit C-2
hereto,
representing the right to distributions as set forth herein.
Class [CV] Distributable Amount: As defined in the Preliminary
Statement.
Class [MF-1] Certificate: Any Certificate designated as a
"Class
[MF-1] Certificate" on the face thereof, in the form of Exhibit A-9
hereto,
representing the right to distributions as set forth herein.
Class [MF-2] Certificate: Any Certificate designated as a
"Class
[MF-2] Certificate" on the face thereof, in the form of Exhibit
A-10 hereto,
representing the right to distributions as set forth herein.
Class [MF-3] Certificate: Any Certificate designated as a
"Class
[MF-3] Certificate" on the face thereof, in the form of Exhibit
A-11 hereto,
representing the right to distributions as set forth herein.
Class [MF-__] Certificate: Any Certificate designated as a
"Class
[MF-__] Certificate" on the face thereof, in the form of Exhibit
A-12 hereto,
representing the right to distributions as set forth herein.
Class [MF-__] Certificate: Any Certificate designated as a
"Class
[MF-__] Certificate" on the face thereof, in the form of Exhibit
A-13 hereto,
representing the right to distributions as set forth herein.
25
<PAGE>
Class [MV-1] Certificate: Any Certificate designated as a
"Class
[MV-1] Certificate" on the face thereof, in the form of Exhibit
A-21 hereto,
representing the right to distributions as set forth herein.
Class [MV-2] Certificate: Any Certificate designated as a
"Class
[MV-2] Certificate" on the face thereof, in the form of Exhibit
A-22 hereto,
representing the right to distributions as set forth herein.
Class [MV-3] Certificate: Any Certificate designated as a
"Class
[MV-3] Certificate" on the face thereof, in the form of Exhibit
A-23 hereto,
representing the right to distributions as set forth herein.
Class [MV-__] Certificate: Any Certificate designated as a
"Class
[MV-__] Certificate" on the face thereof, in the form of Exhibit
A-24 hereto,
representing the right to distributions as set forth herein.
Class [MV-__] Certificate: Any Certificate designated as a
"Class
[MV-__] Certificate" on the face thereof, in the form of Exhibit
A-25 hereto,
representing the right to distributions as set forth herein.
Class [P] Certificate: Any Class [PF] Certificate or Class [PV]
Certificate.
Class [PF] Certificate: Any Certificate designated as a "Class
[PF] Certificate" on the face thereof, in the form of Exhibit B-1
hereto,
representing the right to distributions as set forth herein.
Class [PF] Principal Distribution Date: The first Distribution
Date that occurs after the end of the latest Prepayment Charge
Period for all
Mortgage Loans in Loan Group [1] that have a Prepayment Charge
Period.
Class [PV] Certificate: Any Certificate designated as a "Class
[PV] Certificate" on the face thereof, in the form of Exhibit B-2
hereto,
representing the right to distributions as set forth herein.
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.
Collateral Schedule: Schedule II hereto.
Commission: The U.S. Securities and Exchange Commission.
26
<PAGE>
Compensating Interest: With respect to the Mortgage Loans in
each
Loan Group and any Distribution Date, an amount equal to the lesser
of (x)
one-half of the Servicing Fee for such Mortgage Loans for the
related Due
Period and (y) the aggregate Prepayment Interest Shortfalls for
such Mortgage
Loans for such Distribution Date.
Confirmation: Any of the Confirmations dated ______________,
200_
evidencing a transaction between the Corridor Contract Counterparty
and [CHL]
relating to the Corridor Contracts.
Corporate Trust Office: The designated office of the Trustee in
the State of New York where at any particular time its corporate
trust
business with respect to this Agreement shall be administered,
which office at
the date of the execution of this Agreement is located at
_________________________________ (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 [CHL],
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.
Corridor Contract Assignment Agreement: The Assignment
Agreement
dated as of the Closing Date among [CHL], the Corridor Contract
Administrator
and the Corridor Contract Counterparty, a form of which is attached
hereto as
Exhibit S-1.
Corridor Contract Counterparty: ____________________ 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.
Credit Bureau Risk Score: A statistical credit score obtained
by
[CHL] in connection with the origination of a Mortgage Loan.
Co-Trustee: ___________________________, a
______________________,
not in its individual capacity, but solely in its capacity as
co-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.
Credit Comeback Excess Account: The separate Eligible Account
created and initially maintained by the Trustee pursuant to Section
4.08 in
the name of the Trustee for the
27
<PAGE>
benefit of the Certificateholders and designated
"__________________ in trust
for registered Holders of CWHEQ, Inc., Asset-Backed 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 Accrual Period on
the
Certificate Principal Balance of such Class immediately prior to
such
Distribution Date, plus any amount previously distributed with
respect to
interest for such Class that is recovered as a voidable preference
by a
trustee in bankruptcy.
Cut-off Date: In the
case of any Initial Mortgage Loan, the later
of (x) _________, 200_ and (y) the date of origination of such
Mortgage Loan
(the "Initial Cut-off Date"), and in the case of any Subsequent
Mortgage Loan,
the later of (x) the first day of the month of the related
Subsequent Transfer
Date and (y) the date of origination of such Subsequent Mortgage
Loan (the
related "Subsequent Cut-off Date"). When used with respect to any
Mortgage
Loan the "Cut-off Date" shall mean the related Cut-off Date.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid principal balance thereof as of the close of business on the
Cut-off
Date after application of all payments of principal due on or prior
to the
Cut-off Date, whether or not received, and all Principal
Prepayments received
on or prior to the Cut-off Date, but without giving effect to any
installments
of principal received in respect of Due Dates after the Cut-off
Date.
28
<PAGE>
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.
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 Certificate Principal Balance of the Fixed Rate
Subordinate
Certificates has been reduced to zero, the excess, if any, of (A)
the
Certificate Principal 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 Pre-Funding 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 Certificate Principal
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 Certificate Principal
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
connection with any
Scheduled Payment that results in a permanent forgiveness of
principal, which
valuation or reduction results from an order of such court that is
final and
non-appealable in a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.06.
Delay Delivery Mortgage Loans: (i) The Initial Mortgage Loans
identified on the schedule of Mortgage Loans hereto set forth on
Exhibit F-2
hereof for which all or a portion of a related Mortgage File is not
delivered
to the Co-Trustee on or prior to the Closing Date, and (ii) the
Subsequent
Mortgage Loans identified on the schedule of Subsequent Mortgage
Loans set
forth in Annex A to each related Subsequent Transfer Agreement for
which all
or a portion of the
29
<PAGE>
related Mortgage File is not delivered to the Co-Trustee on or
prior to the
related Subsequent Transfer Date. The Depositor shall deliver (or
cause
delivery of) the Mortgage Files to the Co-Trustee: (A) with respect
to at
least [50]% of the Initial Mortgage Loans, not later than the
Closing Date and
with respect to at least [10]% of the Subsequent Mortgage Loans
conveyed on a
Subsequent Transfer Date, not later than such Subsequent Transfer
Date, (B)
with respect to at least an additional [40]% of the Initial
Mortgage Loans,
not later than [20] days after the Closing Date, and not later than
[20] days
after the relevant Subsequent Transfer Date with respect to the
remaining
Subsequent Mortgage Loans conveyed on such Subsequent Transfer
Date, and (C)
with respect to the remaining Initial Mortgage Loans, not later
than [thirty]
days after the Closing Date. To the extent that Countrywide Home
Loans, Inc.
shall be in possession of any Mortgage Files with respect to any
Delay
Delivery Mortgage Loan, until delivery to of such Mortgage File to
the
Co-Trustee as provided in Section 2.01, Countrywide Home Loans,
Inc. shall
hold such files as agent and in trust for the Co-Trustee.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced
by a Replacement Mortgage Loan.
Delinquent: A Mortgage Loan is "delinquent" if any payment due
thereon is not made pursuant to the terms of such Mortgage Loan by
the close
of business on the day such payment is scheduled to be due. A
Mortgage Loan is
"30 days delinquent" if such payment has not been received by the
close of
business on the corresponding day of the month immediately
succeeding the
month in which such payment was due, or, if there is no such
corresponding day
(e.g., as when a 30-day month follows a 31-day month in which a
payment was
due on the 31st day of such month), then on the last day of such
immediately
succeeding month. Similarly for "60 days delinquent," "90 days
delinquent" and
so on.
Denomination: With respect to each Certificate, the amount set
forth on the face thereof as the "Initial Certificate Balance of
this
Certificate" or, if not the foregoing, the Percentage Interest
appearing on
the face thereof, as applicable.
Depositor: CWHEQ, Inc., a Delaware corporation, or its
successor
in interest.
Depository: The initial Depository shall be The Depository
Trust
Company, the nominee of which is Cede & Co., or any other
organization
registered as a "clearing agency" pursuant to Section 17A of the
Securities
Exchange Act of 1934, as amended. The Depository shall initially be
the
registered Holder of the Book-Entry Certificates. The Depository
shall at all
times be a "clearing corporation" as defined in Section 8-102(a)(5)
of the
Uniform Commercial Code of the State of New York.
Depository Agreement: With respect to the Book-Entry
Certificates,
the agreement among the Depositor, the Trustee and the initial
Depository,
dated as of the Closing Date, substantially in the form of Exhibit
O.
Depository Participant: A broker, dealer, bank or other
financial
institution or other person for whom from time to time a Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
30
<PAGE>
Determination Date: With respect to any Distribution Date, the
[15th] day of the month of such Distribution Date or, if such
[15th] day is
not a Business Day, the immediately preceding Business Day.
Distribution
Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05(c) in the name
of the
Trustee for the benefit of the Certificateholders and
designated
"__________________, in trust for registered Holders of CWHEQ,
Inc.,
Asset-Backed 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.
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
31
<PAGE>
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
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 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 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.
32
<PAGE>
Fannie Mae: The Federal National Mortgage Association, a
federally
chartered and privately owned corporation organized and existing
under the
Federal National Mortgage Association Charter Act, or any successor
thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
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] Pre-Funded Amount, as set forth below:
<TABLE>
<CAPTION>
Distribution Date
Percentage
-----------------
----------
<S>
<C>
<C>
_____ 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......................... ____%
</TABLE>
Fixed Rate Delinquency Trigger Event: With respect to any
Distribution Date on or after the Fixed Rate Stepdown Date, a Fixed
Rate
Delinquency Trigger Event exists if the Rolling [Sixty-Day]
Delinquency Rate
for Outstanding Mortgage Loans in Loan Group [1] equals or exceeds
the product
of (x) the Fixed Rate Senior Enhancement Percentage for such
Distribution Date
and (y) the applicable percentage listed below for the most senior
class of
outstanding Class [AF] Certificates and Fixed Rate Subordinate
Certificates:
Class
Percentage
Class [AF]......................
_______%
Class
[MF-1]....................
_______%
33
<PAGE>
Class
Percentage
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
4.04(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
4.04(c)(1)(K) or
4.04(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 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 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] Pre-Funded Amount.
Fixed Rate Overcollateralization Deficiency Amount: With
respect
to any Distribution Date, the amount, if any, by which the Fixed
Rate
Overcollateralization Target Amount exceeds the Fixed Rate
Overcollateralized
Amount on such Distribution Date (after giving effect to
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
34
<PAGE>
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]
Pre-Funded
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 Pre-Funding
Account in
respect of Loan Group [1] exceeds (y) the aggregate Certificate
Principal
Balance of the Class [AF] Certificates and the Fixed Rate
Subordinate
Certificates as of such Distribution Date (after giving effect
to
distributions of the Principal Remittance Amount 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 Funding Period, any amounts to
be
released from the Pre-Funding Account in respect of Loan Group
[1]).
Fixed Rate Senior Enhancement Percentage: With respect to a
Distribution Date on or after the Fixed Rate Stepdown Date, the
fraction
(expressed as a percentage) (1) the numerator of which is the
excess of (a)
the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Group [1]
for the preceding Distribution Date over (b) (i) before the
Certificate
Principal Balances of the Class [AF] Certificates have been reduced
to zero,
the sum of the Certificate Principal Balances of the Class [AF]
Certificates,
or (ii) after such time, the Certificate Principal Balance of the
most senior
Class of Fixed Rate Subordinate Certificates outstanding, as of the
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 aggregate
Certificate
Principal Balance of the Class [AF] Certificates (after taking into
account
distribution of the Class [AF] Principal Distribution Amount for
such
Distribution Date), (b) the aggregate Certificate Principal Balance
of any
Class(es) of Fixed Rate Subordinate Certificates that are senior to
the
subject Class (in each case, after taking into account distribution
of the
Fixed Rate Subordinate Class Principal Distribution Amount(s) for
such senior
Class(es) of Certificates for such Distribution Date), and (c) the
Certificate
Principal Balance of such Class of Fixed Rate Subordinate
Certificates
immediately prior to the subject Distribution Date over (2) the
lesser of (a)
the product of (x) 100% minus the Stepdown Target Subordination
Percentage for
the subject Class of Certificates and (y) the aggregate Stated
Principal
Balance of the Mortgage Loans in Loan Group [1] for such
Distribution Date and
(b) the aggregate Stated Principal Balance of the Mortgage Loans in
Loan Group
1 for such Distribution Date minus the
35
<PAGE>
Fixed Rate OC Floor; provided, however, that if such Class of Fixed
Rate
Subordinate Certificates is the only Class of Fixed Rate
Subordinate
Certificates outstanding on such Distribution Date, that Class will
be
entitled to receive the entire remaining Principal Distribution
Amount for
Loan Group [1] until the Certificate Principal Balance thereof is
reduced to
zero.
Fixed Rate Stepdown Date: The later to occur of (x) the
Distribution Date in ______ 200_ and (y) the first Distribution
Date on which
the aggregate Certificate Principal Balance of the Class [AF]
Certificates
(after calculating anticipated distributions on such Distribution
Date) is
less than or equal to ______% 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.
Form 10-D Disclosure Item: With respect to any Person, any
material litigation or governmental proceedings pending against
such Person,
or against any of the Trust Fund, the Depositor, the Trustee, the
Co-Trustee,
the Master Servicer or any Subservicer, if such Person has actual
knowledge
thereof.
Form 10-K Disclosure Item: With respect to any Person, (a) Form
10-D Disclosure Item, and (b) any affiliations or relationships
between such
Person and any Item 1119 Party.
Freddie Mac: The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing
under
Title III of the Emergency Home Finance Act of 1970, as amended, or
any
successor thereto.
Funding Period: The period from the Closing Date to and
including
the earlier to occur of (x) the date the amount in the Pre-Funding
Account is
less than $[25,000] and (y) ________ ___, 200_.
Gross Margin: The percentage set forth in the related Mortgage
Note for the Adjustable Rate Mortgage Loans to be added to the
Index for use
in determining the Mortgage Rate on each Adjustment Date, and which
is set
forth in the Mortgage Loan Schedule for the Adjustable Rate
Mortgage Loans.
Group [1] Mortgage Loans: The group of Mortgage Loans
identified
in the related Mortgage Loan Schedule as "Group [1] Mortgage
Loans", including
in each case any Mortgage Loans delivered in replacement
thereof.
36
<PAGE>
Group [1] Pre-Funded Amount: The portion of the Pre-Funded
Amount
allocable for purchase of Subsequent Mortgage Loans as Group [1]
Mortgage
Loans on the Closing Date, which shall equal
$_________________.
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] Pre-Funded Amount: The portion of the Pre-Funded
Amount
allocable for purchase of Subsequent Mortgage Loans as Group [2]
Mortgage
Loans on the Closing Date, which shall equal
$___________________.
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] Pre-Funded 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] Pre-Funded Amount: The portion of the Pre-Funded
Amount
allocable for purchase of Subsequent Mortgage Loans as Group [3]
Mortgage
Loans on the Closing Date, which shall equal
$__________________.
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: As to any Adjustable Rate Mortgage Loan on any
Adjustment
Date related thereto, the index for the adjustment of the Mortgage
Rate set
forth as such in the related Mortgage Note, such index in general
being the
average of the London interbank offered rates for six-month U.S.
dollar
deposits in the London market, as set forth in The Wall Street
Journal, as
most recently announced as of a date [45] days prior to such
Adjustment Date
or, if the Index ceases to be published in The Wall Street Journal
or becomes
unavailable for any reason, then the Index shall be a new index
selected by
the Master Servicer, based on comparable information.
Initial Adjustment Date: As to any Adjustable Rate Mortgage
Loan,
the first Adjustment Date following the origination of such
Mortgage Loan.
Initial Certificate Account Deposit: An amount equal to the
aggregate of all amounts in respect of (i) principal of the Initial
Mortgage
Loans due after the Initial Cut-off Date and received by the Master
Servicer
before the Closing Date and not applied in computing the
37
<PAGE>
Cut-off Date Principal Balance thereof and (ii) interest on the
Initial
Mortgage Loans due after the Initial Cut-off Date and received by
the Master
Servicer before the Closing Date.
Initial Certificate Principal Balance: With respect to any
Certificate (other than the Class [C] Certificates) the Certificate
Principal
Balance of such Certificate or any predecessor Certificate on the
Closing
Date.
Initial Cut-off Date: As defined in the definition of Cut-off
Date.
Initial Mortgage Loan: A Mortgage Loan conveyed to the Trustee
on
the Closing Date pursuant to this Agreement as identified on the
Mortgage Loan
Schedule delivered to the Trustee on the Closing Date.
Initial Mortgage Rate: As to each Adjustable Mortgage Loan, the
Mortgage Rate in effect prior to the Initial Adjustment Date.
Initial Periodic Rate Cap: With respect to each Adjustable Rate
Mortgage Loan, the percentage specified in the related Mortgage
Note that
limits the permissible increase or decrease in the Mortgage Rate on
its
initial Adjustment Date.
Insolvency Proceeding: As defined in Section 4.06(h).
Insurance Policy: With respect to any Mortgage Loan included in
the Trust Fund, any insurance policy, including all riders and
endorsements
thereto in effect with respect to such Mortgage Loan, including
any
replacement policy or policies for any Insurance Policy.
Insurance Proceeds: Proceeds paid in respect of the Mortgage
Loans
(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 Bearing Certificates: The Fixed Rate Certificates and
the
Adjustable Rate Certificates.
38
<PAGE>
Interest Carry Forward Amount: With respect to each Class of
Interest Bearing Certificates and each Distribution Date, the
excess of (i)
the Current Interest for such Class with respect to prior
Distribution Dates
over (ii) the amount actually distributed to such Class with
respect to
interest on such prior Distribution Dates.
Interest Determination Date: With respect to the first Accrual
Period for the Adjustable Rate Certificates, __________, 200_. With
respect to
any Accrual Period for the Adjustable Rate Certificates thereafter,
the second
LIBOR Business Day preceding the commencement of such Accrual
Period.
Interest Funds: With respect to any Distribution Date and Loan
Group, the Interest Remittance Amount for such Loan Group and
Distribution
Date, less the portion of the Trustee Fee for such Distribution
Date allocable
to such Loan Group 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
Servicing Fee,
(ii) all interest on prepayments received during the related
Prepayment Period
with respect to such Mortgage Loans, other than Prepayment Interest
Excess,
(iii) all related Advances relating to interest with respect to
such Mortgage
Loans, (iv) all related Compensating Interest with respect to such
Mortgage
Loans, (v) Liquidation Proceeds with respect to such Mortgage Loans
collected
during the related Due Period (to the extent such Liquidation
Proceeds relate
to interest) and (vi) the related Seller Shortfall Interest
Requirement, less
(y) all reimbursements to the Master Servicer during the related
Due Period
for Advances of interest previously made allocable to such Loan
Group.
Investment Letter: As defined in Section 5.02(b).
Item 1119 Party: The Depositor, any Seller, the Master
Servicer,
the Trustee, the Co-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
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.
39
<PAGE>
Latest Possible Maturity Date: The Distribution Date following
the
third anniversary of the scheduled maturity date of the Mortgage
Loan having
the latest scheduled maturity date as of the Cut-off Date.
LIBOR Business Day: Any day on which banks in the City of
London,
England and New York City, U.S.A. are open and conducting
transactions in
foreign currency and exchange.
Limited Exchange Act Reporting Obligations: The obligations of
the
Master Servicer under Section 3.17(b), Section 6.02 and Section
6.04 with
respect to notice and information to be provided to the Depositor
and Article
XI (except Section 11.07(a)(1) and (2)).
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan that has been liquidated through
deed-in-lieu of
foreclosure, foreclosure sale, trustee's sale or other realization
as provided
by applicable law governing the real property subject to the
related Mortgage
and any security agreements and as to which the Master Servicer has
certified
(in accordance with Section 3.12) in the related Prepayment Period
that it has
received all amounts it expects to receive in connection with
such
liquidation.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of
Mortgage
Loans, whether through trustee's sale, foreclosure sale or
otherwise or
amounts received in connection with any condemnation or partial
release of a
Mortgaged Property and any other proceeds received in connection
with an REO
Property received in connection with or prior to such Mortgage Loan
becoming a
Liquidated Mortgage Loan (other than the amount of such net
proceeds
representing any profit realized by the Master Servicer in
connection with the
disposition of any such properties), less the sum of related
unreimbursed
Advances, Servicing Fees and Servicing Advances.
Loan Group: Any of Loan Group [1], Loan Group [2] or Loan Group
[3].
Loan Group [1]: The Group [1] Mortgage Loans.
Loan Group [2]: The Group [2] Mortgage Loans.
Loan Group [3]: The Group [3] Mortgage Loans.
Loan Number and Borrower Identification Mortgage Loan Schedule:
With respect to any Subsequent Transfer Date, the Loan Number and
Borrower
Identification Mortgage Loan Schedule delivered in connection with
such
Subsequent Transfer Date pursuant to Section 2.01(f). Each Loan
Number and
Borrower Identification Mortgage Loan Schedule shall contain the
information
specified in the definition of "Mortgage Loan Schedule" with
respect to the
Subsequent Mortgage Loans conveyed on such Subsequent Transfer
Date, and each
Loan Number and Borrower Identification Mortgage Loan Schedule
shall be deemed
to be included in the Mortgage Loan Schedule.
Loan-to-Value Ratio: The fraction, expressed as a percentage,
the
numerator of which is the original principal balance of the related
Mortgage
Loan and the denominator of which is the Appraised Value of the
related
Mortgaged Property.
40
<PAGE>
Majority Holder: The Holders of Certificates evidencing at
least
51% of the Voting Rights allocated to such Class of
Certificates.
Margin: With respect to any Accrual Period and Class of
Adjustable
Rate Certificates, the per annum rate indicated in the following
table:
<TABLE>
<CAPTION>
-------------------------------------------- ---------------
-----------------
Class
Margin (1)
Margin (2)
-------------------------------------------- ---------------
-----------------
<S>
<C>
<C>
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]..............................
____%
____%
-------------------------------------------- ---------------
-----------------
</TABLE>
(1) For any
Accrual Period relating to any Distribution Date occurring on
or
prior to
the Optional Termination Date.
(2) For any
Accrual Period relating to any Distribution Date occurring
after
the
Optional Termination Date.
Master Servicer: [Countrywide Home Loans Servicing LP], a Texas
limited partnership, and its successors and assigns, in its
capacity as master
servicer hereunder.
Master Servicer Advance Date: As to any Distribution Date, the
Business Day immediately preceding such Distribution Date.
Master Servicer Prepayment Charge Payment Amount: The amounts
(i)
payable by the Master Servicer in respect of any Prepayment Charges
waived
other than in accordance with the standard set forth in the first
sentence of
Section 3.19(a), or (ii) collected from the Master Servicer in
respect of a
remedy for the breach of the representation made by [CHL] set forth
in Section
3.19(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.
41
<PAGE>
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 4.05.
Moody's: Moody's Investors Service, Inc. and its successors.
Mortgage: The mortgage, deed of trust or other instrument
creating
a first lien on or first priority ownership interest in an estate
in fee
simple in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01
hereof pertaining to a particular Mortgage Loan and any additional
documents
delivered to the Co-Trustee to be added to the Mortgage File
pursuant to this
Agreement.
Mortgage Loan Schedule: The list of Mortgage Loans (as from
time
to time amended by the Master Servicer to reflect the deletion of
Liquidated
Mortgage Loans and Deleted Mortgage Loans and the addition of (x)
Replacement
Mortgage Loans pursuant to the provisions of this Agreement and (y)
Subsequent
Mortgage Loans pursuant to the provisions of this Agreement and any
Subsequent
Transfer Agreement) transferred to the Trustee as part of the Trust
Fund and
from time to time subject to this Agreement, attached hereto as
Exhibit F-1,
setting forth in the following information with respect to each
Mortgage Loan:
(i) the loan
number;
(ii) the Loan
Group;
(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;
42
<PAGE>
(ix) the Scheduled
Payment in effect as of the Cut-off Date;
(x) the
Loan-to-Value Ratio at origination;
(xi) a code indicating whether the residential dwelling at the
time of
origination was represented to be owner-occupied;
(xii) a code indicating whether the residential dwelling is
either
(a) a
detached single-family dwelling, (b) a two-family residential
property,
(c) a three-family residential property, (d) a four-family
residential property, (e) planned unit development, (f) a
low-rise
condominium unit, (g) a high-rise condominium unit or (h)
manufactured
housing;
(xiii) a code indicating whether such Mortgage Loan is a Credit
Comeback
Loan;
(xiv) [Reserved];
(xv) [Reserved];
(xvi) the purpose of the Mortgage Loan;
(xvii) with respect to each Adjustable Rate Mortgage Loan:
(a) the
frequency of each Adjustment Date;
(b) the next
Adjustment Date;
(c) the Maximum
Mortgage Rate;
(d) the Minimum
Mortgage Rate;
(e)
the Mortgage
Rate as of the Cut-off Date;
(f) the related
Initial Periodic Rate Cap and Subsequent
Periodic Rate Cap; and
(g) the Gross
Margin;
(xviii) a code indicating whether the Mortgage Loan is a [CHL]
Mortgage Loan, a [Park Monaco] Mortgage Loan or a [Park
Sienna] Mortgage Loan;
(xix) the premium rate for any lender-paid mortgage insurance,
if
applicable; and
(xx)
a code indicating
whether the Mortgage Loan is a Fixed Rate
Mortgage Loan or an Adjustable Rate Mortgage Loan.
43
<PAGE>
Such schedule shall also set forth the total of the amounts
described under
(vii) above for all of the Mortgage Loans and for each Loan Group.
The
Mortgage Loan Schedule shall be deemed to include each Loan Number
and
Borrower Identification Mortgage Loan Schedule delivered pursuant
to Section
2.01(f) and all the related Subsequent Mortgage Loans and
Subsequent Mortgage
Loan information included therein.
Mortgage Loans: Such of the Group [1] Mortgage Loans, Group [2]
Mortgage Loans and Group [3] Mortgage Loans transferred and
assigned to the
Trustee pursuant to the provisions hereof and any Subsequent
Transfer
Agreement as from time to time are held as part of the Trust Fund
(including
any REO Property), the mortgage loans so held being identified in
the Mortgage
Loan Schedule, notwithstanding foreclosure or other acquisition of
title of
the related Mortgaged Property. Any mortgage loan that was intended
by the
parties hereto to be transferred to the Trust Fund as indicated by
such
Mortgage Loan Schedule which is in fact not so transferred for any
reason,
including a breach of the representation contained in Section 2.02
hereof,
shall continue to be a Mortgage Loan hereunder until the Purchase
Price with
respect thereto has been paid to the Trust Fund.
Mortgage Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage Loan.
Mortgage Pool: The aggregate of the Mortgage Loans identified
in
the Mortgage Loan Schedule.
Mortgage Rate: The annual rate of interest borne by a Mortgage
Note from time to time; provided, however, the Mortgage Rate for
each Credit
Comeback Loan shall be treated for all purposes of payments on
the
Certificates, including the calculation of the Pass-Through Rates
and the
applicable Net Rate Cap, as reduced by [0.375]% on the Due Date
following the
end of each of the first [four] annual periods after the
origination date,
irrespective of whether the Mortgagor qualifies for the reduction
by having a
good payment history.
Mortgaged Property: The underlying property securing a Mortgage
Loan.
Mortgagor: The obligors on a Mortgage Note.
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
44
<PAGE>
distributed to the Class [AF] Certificates pursuant to Section
4.04(c) and
4.04(e)(1) for such Distribution Date and (iii) the NAS Factor for
such
Distribution Date.
Net Mortgage Rate: As to each Mortgage Loan, and at any time,
the
per annum rate equal to the Mortgage Rate less the Servicing Fee
Rate.
Net Rate Cap: With respect to any Distribution Date, (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
Accrual Period not been determined based on the applicable Net Rate
Cap, over
(ii) the amount of interest accrued on such Class at the applicable
Net Rate
Cap for such Distribution Date and (B) the Net Rate Carryover for
such Class
for all previous Distribution Dates not previously paid pursuant to
Section
4.04, together with interest thereon at the then-applicable
Pass-Through Rate
for such Class, without giving effect to the applicable Net Rate
Cap.
NIM Insurer: Any insurer guarantying at the request of [CHL]
certain payments under notes backed or secured by the Class [C] or
Class [P]
Certificates.
Nonrecoverable Advance: Any portion of an Advance previously
made
or proposed to be made by the Master Servicer that, in the good
faith judgment
of the Master Servicer, will not or, in the case of a current
delinquency,
would not, be ultimately recoverable by the Master Servicer from
the related
Mortgagor, related Liquidation Proceeds or otherwise.
Non-United States Person : A Person that is not a citizen or
resident of the United States, a corporation, partnership, or other
entity
(treated as a corporation or a partnership for federal income tax
purposes)
created or organized in or under the laws of the United States, any
state
thereof or the District of Columbia, an estate whose income from
sources
without the United States is includible in gross income for United
States
federal income tax purposes regardless of its connection with the
conduct of a
trade or business within the United States, or a trust if a court
within the
United States is able to exercise primary supervision over the
administration
of the trust and one or more United States persons have authority
to control
all substantial decisions of the trustor.
Officer's Certificate: A certificate (i) in the case of the
Depositor, signed by the Chairman of the Board, the Vice Chairman
of the
Board, the President, a Managing Director, a ___________
(however
denominated), an Assistant ___________, the Treasurer, the
Secretary, or one
of the Assistant Treasurers or Assistant Secretaries of the
Depositor, (ii) in
the case of the
45
<PAGE>
Master Servicer, signed by the President, an Executive ___________,
a
___________, an Assistant ___________, 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 Accrual Period for the
Adjustable Rate Certificates, the rate determined by the Trustee on
the
related Interest Determination Date on the basis of the rate for
U.S. dollar
deposits for one month that is quoted on the Bloomberg Terminal for
such
Interest Determination Date; provided that the parties hereto
acknowledge that
One-Month LIBOR calculated for the first Accrual Period for the
Adjustable
Rate Certificates shall equal _____% per annum. If such rate is not
quoted on
the Bloomberg Terminal (or if such service is no longer offered,
such other
service for displaying One-Month LIBOR or comparable rates as may
be
reasonably selected by the Trustee), One-Month LIBOR for the
applicable
Accrual Period for the Adjustable Rate Certificates will be the
Reference Bank
Rate. If no such quotations can be obtained by the Trustee and no
Reference
Bank Rate is available, One-Month LIBOR will be One-Month LIBOR
applicable to
the preceding Accrual Period for the Adjustable Rate
Certificates.
Opinion of Counsel: A written opinion of counsel, who may be
counsel for the Depositor or the Master Servicer, reasonably
acceptable to
each addressee of such opinion; provided that with respect to
Section 6.04 or
10.01, or the interpretation or application of the REMIC
Provisions, such
counsel must (i) in fact be independent of the Depositor and the
Master
Servicer, (ii) not have any direct financial interest in the
Depositor or the
Master Servicer or in any affiliate of either and (iii) not be
connected with
the Depositor or the Master Servicer as an officer, employee,
promoter,
underwriter, trustee, partner, director or person performing
similar
functions.
Optional Termination: The termination of the Trust Fund
provided
hereunder pursuant to the purchase of the Mortgage Loans pursuant
to clause
(a) of the first sentence of Section 9.01 hereof.
Optional Termination Date: The first Distribution Date on which
the aggregate Stated Principal Balance of the Mortgage Loans is
less than or
equal to [10]% of the sum of the aggregate Cut-off Date Principal
Balance of
the Initial Mortgage Loans and the Pre-Funded Amount.
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.
46
<PAGE>
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except:
(i) Certificates theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; and
(ii) Certificates in exchange for which or in lieu of which
other Certificates have been executed and delivered by the
Trustee
pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Distribution Date, a
Mortgage
Loan with a Stated Principal Balance greater than zero that was not
the
subject of a Principal Prepayment in full, and that did not become
a
Liquidated Mortgage Loan, prior to the end of the related
Prepayment Period.
Ownership Interest: As to any Certificate, any ownership
interest
in such Certificate including any interest in such Certificate as
the Holder
thereof and any other interest therein, whether direct or indirect,
legal or
beneficial.
[Park Monaco: Park Monaco Inc., a Delaware corporation, and its
successors and assigns.]
[Park Monaco Mortgage Loans: The Mortgage Loans identified as
such
on the Mortgage Loan Schedule for which Park Monaco is the
applicable Seller.]
[Park Sienna: Park Sienna LLC, a Delaware limited liability
company, and its successors and assigns.]
[Park Sienna Mortgage Loans: The Mortgage Loans identified as
such
on the Mortgage Loan Schedule for which Park Sienna is the
applicable Seller.]
Pass-Through Rate: With respect to any Accrual Period and each
Class of Adjustable Rate Certificates the lesser of (x) One-Month
LIBOR for
such Accrual Period plus the Margin for such Class and Accrual
Period and (y)
the applicable Net Rate Cap for such Class and the related
Distribution Date.
With respect to any Accrual Period and each Class of Fixed Rate
Certificates,
the lesser of (x) the per annum rate set forth in the following
table for such
Class and Accrual Period and (y) the applicable Net Rate Cap for
such Class
and the related Distribution Date.
47
<PAGE>
<TABLE>
<CAPTION>
------------------------------------- -------------------------
-----------------------
Class
Pass-Through Rate (1) Pass-Through Rate
(2)
------------------------------------- -------------------------
-----------------------
<S>
<C>
<C>
[AF-1B]
____%
____%
------------------------------------- -------------------------
-----------------------
[AF-2]
____%
____%
------------------------------------- -------------------------
-----------------------
[AF-3]
____%
____%
------------------------------------- -------------------------
-----------------------
[AF-4]
____%
____%
------------------------------------- -------------------------
-----------------------
[AF-5A]
____%
____%
------------------------------------- -------------------------
-----------------------
[AF-5B]
____%
____%
------------------------------------- -------------------------
-----------------------
[AF-__]
____%
____%
------------------------------------- -------------------------
-----------------------
[MF-1]
____%
____%
------------------------------------- -------------------------
-----------------------
[MF-2]
____%
____%
------------------------------------- -------------------------
-----------------------
[MF-3]
____%
____%
------------------------------------- -------------------------
-----------------------
[MF-__]
____%
____%
------------------------------------- -------------------------
-----------------------
[MF-__]
____%
____%
------------------------------------- -------------------------
-----------------------
[BF]
____%
____%
------------------------------------- -------------------------
-----------------------
</TABLE>
(1) For any
Accrual Period relating to any Distribution Date occurring on
or
prior to
the Optional Termination Date.
(2) For any
Accrual Period relating to any Distribution Date occurring
after
the
Optional Termination Date.
Percentage Interest: With respect to any Interest Bearing
Certificate, a fraction, expressed as a percentage, the numerator
of which is
the Certificate Principal Balance represented by such Certificate
and the
denominator of which is the aggregate Certificate Principal Balance
of the
related Class. With respect to the Class [C], Class [P] and Class
A-R
Certificates, the portion of the Class evidenced thereby, expressed
as a
percentage, as stated on the face of such Certificate.
Performance Certification: As defined in Section 11.05.
Permitted Investments: At any time, any one or more of the
following obligations and securities:
(i) obligations of the United States or any agency thereof,
provided such obligations are backed by the full faith and
credit
of the United States;
(ii) general obligations of or obligations guaranteed by any
state of the United States or the District of Columbia
receiving
the highest long-term debt rating of each Rating Agency, or
such
lower rating as 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);
48
<PAGE>
(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);
(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
49
<PAGE>
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 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
50
<PAGE>
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.
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 4.06(h).
Pre-Funded Amount: The amount deposited in the Pre-Funding
Account
on the Closing Date, which shall equal $________________.
Pre-Funding Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05 in the name of
the Trustee
for the benefit of the Certificateholders and designated
"_______________________, in trust for registered holders of CWHEQ,
Inc.,
Asset-Backed Certificates, Series 200_-__." Funds in the
Pre-Funding Account
shall be held in trust for the Certificateholders for the uses and
purposes
set forth in this Agreement and shall not be a part of any REMIC
created
hereunder, provided, however that any investment income earned from
Permitted
Investments made with funds in the Pre-Funding Account will be for
the account
of [CHL].
Prepayment Assumption: The applicable rate of prepayment, as
described in the Prospectus Supplement relating to the
Certificates.
Prepayment Charge: With respect to any Mortgage Loan, the
charges
or premiums, if any, due in connection with a full or partial
prepayment of
such Mortgage Loan within the related Prepayment Charge Period in
accordance
with the terms thereof (other than any Master Servicer Prepayment
Charge
Payment Amount).
Prepayment Charge Period: With respect to any Mortgage Loan,
the
period of time during which a Prepayment Charge may be imposed.
51
<PAGE>
Prepayment Charge Schedule: As of the Initial Cut-off Date with
respect to each Initial Mortgage Loan and as of the Subsequent
Cut-off Date
with respect to each Subsequent Mortgage Loan, a list attached
hereto as
Schedule I (including the Prepayment Charge Summary attached
thereto), setting
forth the following information with respect to each Prepayment
Charge:
(i) the Mortgage Loan identifying number;
(ii) a code indicating the type of Prepayment Charge;
(iii) the state of origination of the related Mortgage Loan;
(iv) the date on which the first monthly payment was due on
the related Mortgage Loan;
(v) the term of the related Prepayment Charge; and
(vi) the principal balance of the related Mortgage Loan as
of the Cut-off Date.
As of the Closing Date, the Prepayment Charge Schedule shall
contain the necessary information for each Initial Mortgage Loan.
The
Prepayment Charge Schedule shall be amended by the Master Servicer
upon the
sale of any Subsequent Mortgage Loans to the Trust Fund. In
addition, the
Prepayment Charge Schedule shall be amended from time to time by
the Master
Servicer in accordance with the provisions of this Agreement and a
copy of
each related amendment shall be furnished by the Master Servicer to
the Class
[P] and Class [C] Certificateholders and the NIM Insurer.
Prepayment Interest Excess: With respect to any Distribution
Date,
for each Mortgage Loan that was the subject of a Principal
Prepayment during
the period from the related Due Date to the end of the related
Prepayment
Period, any payment of interest received in connection therewith
(net of any
applicable Servicing Fee) representing interest accrued for any
portion of
such month of receipt.
Prepayment Interest Shortfall: With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a partial
Principal
Prepayment or a Principal Prepayment in full during the period from
the
beginning of the related Prepayment Period to the Due Date in such
Prepayment
Period (other than a Principal Prepayment in full resulting from
the purchase
of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04, 3.12 or
9.01 hereof)
and for each Mortgage Loan that became a Liquidated Mortgage Loan
during the
related Due Period, the amount, if any, by which (i) one month's
interest at
the applicable Net Mortgage Rate on the Stated Principal Balance of
such
Mortgage Loan immediately prior to such prepayment (or liquidation)
or in the
case of a partial Principal Prepayment on the amount of such
prepayment (or
Liquidation Proceeds) exceeds (ii) the amount of interest paid or
collected in
connection with such Principal Prepayment or such Liquidation
Proceeds.
Prepayment Period: As to any Distribution Date and related Due
Date, the period beginning with the opening of business on the
[sixteenth] day
of the calendar month preceding
52
<PAGE>
the month in which such Distribution Date occurs (or, with respect
to the
first Distribution Date, the period beginning with the opening of
business on
the day immediately following the Initial Cut-off Date) and ending
on the
close of business on the [fifteenth] day of the month in which
such
Distribution Date occurs.
Prime Rate: The prime commercial lending rate of
________________,
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
Funding Period,
the amount, if any, remaining in the Pre-Funding Account at the end
of the
Funding Period (net of any investment income therefrom) allocable
to such Loan
Group.
Principal Prepayment: Any Mortgagor payment or other recovery
of
(or proceeds with respect to) principal on a Mortgage Loan
(including loans
purchased or repurchased under Sections 2.02, 2.03, 2.04, 3.12 and
9.01
hereof) that is received in advance of its scheduled Due Date to
the extent it
is not accompanied by an amount as to interest representing
scheduled interest
due on any date or dates in any month or months subsequent to the
month of
prepayment. Partial Principal Prepayments shall be applied by the
Master
Servicer in accordance with the terms of the related Mortgage
Note.
Principal Relocation Payment: In the case of the Variable Loan
Groups and Variable Interests only, a payment from any Loan Group
to a REMIC 2
Interest other than a Regular Interest corresponding to that Loan
Group as
provided in the Preliminary Statement. Principal Relocation
Payments shall be
made of principal allocations comprising the Principal Remittance
Amount from
a Loan Group and shall include a proportionate allocation of
Realized Losses
from the Mortgage Loans of such Loan Group.
Principal Remittance Amount: With respect to the Mortgage Loans
in
each Loan Group and any Distribution Date, (a) the sum, without
duplication,
of: (i) the scheduled principal collected with respect to the
Mortgage Loans
during the related Due Period or advanced 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.
53
<PAGE>
Principal Reserve Fund: The separate Eligible Account created
and
initially maintained by the Trustee pursuant to Section 3.08 in the
name of
the Trustee for the benefit of the Certificateholders and
designated
"__________________ in trust for registered Holders of CWHEQ,
Inc.,
Asset-Backed 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: The Class [C] and Class [P] Certificates.
Prospectus: The prospectus dated __________, 200_, relating to
asset-backed securities to be sold by the Depositor.
Prospectus Supplement: The prospectus supplement dated _______,
200_, relating to the public offering of the certain Classes of
Certificates
offered thereby.
PTCE 95-60: As defined in Section 5.02(b).
PUD: A Planned Unit Development.
Purchase Price: With respect to any Mortgage Loan (x) required
to
be (1) repurchased by a Seller or purchased by the Master Servicer,
as
applicable, pursuant to Section 2.02, 2.03 or 3.12 hereof or (2)
repurchased
by the Depositor pursuant to Section 2.04 hereof, or (y) that the
Master
Servicer has a right to purchase pursuant to Section 3.12 hereof,
an amount
equal to the sum of (i) [100]% of the unpaid principal balance (or,
if such
purchase or repurchase, as the case may be, is effected by the
Master
Servicer, the Stated Principal Balance) of the Mortgage Loan as of
the date of
such purchase, (ii) accrued interest thereon at the applicable
Mortgage Rate
(or, if such purchase or repurchase, as the case may be, is
effected by the
Master Servicer, at the Net Mortgage Rate) from (a) the date
through which
interest was last paid by the Mortgagor (or, if such purchase or
repurchase,
as the case may be, is effected by the Master Servicer, the date
through which
interest was last advanced and not reimbursed by the Master
Servicer) to (b)
the Due Date in the month in which the Purchase Price is to be
distributed to
Certificateholders and (iii) any costs, expenses and damages
incurred by the
Trust Fund resulting from any violation of any predatory or abusive
lending
law in connection with such Mortgage Loan.
Rating Agency: Each of Moody's and S&P. If any such
organization
or its successor is no longer in existence, "Rating Agency" shall
be a
nationally recognized statistical rating organization, or other
comparable
Person, designated by the Depositor, notice of which designation
shall be
given to the Trustee. References herein to a given rating category
of a Rating
Agency shall mean such rating category without giving effect to any
modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan,
an
amount (not less than zero or more than the Stated Principal
Balance of the
Mortgage Loan) as of the date of such liquidation, equal to (i) the
Stated
Principal Balance of such Liquidated Mortgage Loan as of the date
of such
liquidation, minus (ii) the Liquidation Proceeds, if any, received
in
connection with such liquidation during the month in which such
liquidation
occurs, to the extent applied as recoveries of principal of the
Liquidated
Mortgage Loan. With respect to each Mortgage Loan that has become
the subject
of a Deficient Valuation, (i) if the value of the related
Mortgaged
54
<PAGE>
Property was reduced below the principal balance of the related
Mortgage Note,
the amount by which the value of the Mortgaged Property was reduced
below the
principal balance of the related Mortgage Note, and (ii) if the
principal
amount due under the related Mortgage Note has been reduced, the
difference
between the principal balance of the Mortgage Loan outstanding
immediately
prior to such Deficient Valuation and the principal balance of the
Mortgage
Loan as reduced by the Deficient Valuation. With respect to each
Mortgage Loan
that has become the subject of a Debt Service Reduction and any
Distribution
Date, the amount, if any, by which the related Scheduled Payment
was reduced.
Record Date: With respect to any Distribution Date and the
Adjustable Rate Certificates, the Business Day immediately
preceding such
Distribution Date, or if such Certificates are no longer
Book-Entry
Certificates, the last Business Day of the month preceding the
month of such
Distribution Date. With respect to the Fixed Rate Certificates and
the Class
A-R, Class [C] and Class [P] Certificates, the last Business Day of
the month
preceding the month of a Distribution Date.
Reference Bank Rate: With respect to any Accrual Period, the
arithmetic mean (rounded upwards, if necessary, to the nearest
whole multiple
of [0.03125]%) of the offered rates 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 Certificate Principal Balance of the
Adjustable Rate
Certificates on such Interest Determination Date, provided that at
least two
such Reference Banks provide such rate. If fewer than two offered
rates
appear, the Reference Bank Rate will be the arithmetic mean
(rounded upwards,
if necessary, to the nearest whole multiple of [0.03125]%) of the
rates quoted
by one or more major banks in New York City, selected by the
Trustee, as of
______, [New York City time], on such date for loans in U.S.
dollars to
leading European banks for a period of one month in amounts
approximately
equal to the aggregate Certificate Principal Balance of the
Adjustable Rate
Certificates on such Interest Determination Date.
Reference Banks: ____________, ___________ 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, [CHL] or the Master Servicer and (iii) which
have been
designated as such by the Trustee.
Refinancing Mortgage Loan: Any Mortgage Loan originated in
connection with the refinancing of an existing mortgage loan.
Regular Certificate: Any Certificate other than the Class A-R
Certificates.
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,
55
<PAGE>
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.
REMIC Provisions: Provisions of the federal income tax law
relating to real estate mortgage investment conduits which appear
at section
860A through 860G of Subchapter M of Chapter 1 of the Code, and
related
provisions, and regulations and rulings promulgated thereunder, as
the
foregoing may be in effect from time to time.
Remittance Report: A report prepared by the Master Servicer and
delivered to the Trustee and the NIM Insurer in accordance with
Section 4.04.
REO Property: A Mortgaged Property acquired by the Master
Servicer
through foreclosure or deed-in-lieu of foreclosure in connection
with a
defaulted Mortgage Loan.
Replacement Mortgage Loan: A Mortgage Loan substituted by a
Seller
for a Deleted Mortgage Loan which must, on the date of such
substitution, as
confirmed in a Request for File Release, (i) have a Stated
Principal Balance,
after deduction of the principal portion of the Scheduled Payment
due in the
month of substitution, not in excess of, and not less than [90]% of
the Stated
Principal Balance of the Deleted Mortgage Loan; (ii) with respect
to any Fixed
Rate Mortgage Loan, have a Mortgage Rate not less than or no more
than [1]%
per annum higher than the Mortgage Rate of the Deleted Mortgage
Loan and, with
respect to any Adjustable Rate Mortgage Loan: (a) have a Maximum
Mortgage Rate
no more than [1]% per annum higher or lower than the Maximum
Mortgage Rate of
the Deleted Mortgage Loan; (b) have a Minimum Mortgage Rate no more
than [1]%
per annum higher or lower than the Minimum Mortgage Rate of the
Deleted
Mortgage Loan; (c) have the same Index and intervals between
Adjustment Dates
as that of the Deleted Mortgage Loan; (d) have a Gross Margin not
more than
[1]% per annum higher or lower than that of the Deleted Mortgage
Loan; and (e)
have an Initial Periodic Rate Cap and a Subsequent Periodic Rate
Cap each not
more than [1]% lower than that of the Deleted Mortgage Loan; (iii)
have the
same or higher credit quality characteristics than that of the
Deleted
Mortgage Loan; (iv) be accruing interest at a rate not more than
[1]% per
annum higher or lower than that of the Deleted Mortgage Loan; (v)
have a
Loan-to-Value Ratio no higher than that of the Deleted Mortgage
Loan; (vi)
have a remaining term to maturity not greater than (and not more
than one year
less than) that of the Deleted Mortgage Loan; (vii) not permit
conversion of
the Mortgage Rate from a fixed rate to a variable rate or vice
versa; (viii)
provide for a Prepayment Charge on terms substantially similar to
those of the
Prepayment Charge, if any, of the Deleted Mortgage Loan; (ix) have
the same
occupancy type and lien priority as the Deleted Mortgage Loan; and
(x) comply
with each representation and warranty set forth in Section 2.03 as
of the date
of substitution; provided, however, that notwithstanding the
foregoing, to the
extent that compliance with clause (x) of this definition would
cause a
proposed Replacement Mortgage Loan to fail to comply with one or
more of
clauses (i), (ii), (iv), (viii) and/or (ix) of this definition,
then such
proposed Replacement Mortgage Loan must comply with clause (x) and
need not
comply with one or more of clauses (i), (ii), (iv), (viii) and/or
(ix), to the
extent, and only to the extent, necessary to assure that the
Replacement
Mortgage Loan otherwise complies with clause (x).
56
<PAGE>
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 CHL,
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) any amendment to this Agreement;
(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,
the
Trustee, or the Co-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.
57
<PAGE>
References to a Reporting 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 Ratings Services, a division of The
McGraw-Hill Companies, Inc. and its successors.
Sarbanes-Oxley Certification: As defined in Section 11.05.
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.
58
<PAGE>
Securities Act: The Securities Act of 1933, as amended.
Sellers: [CHL], in its capacity as seller of the [CHL Mortgage
Loans] to the Depositor, [Park Monaco], in its capacity as seller
of the [Park
Monaco Mortgage Loans] to the Depositor and [Park Sienna], in its
capacity as
seller of the [Park Sienna Mortgage Loans] to the Depositor.
Seller Shortfall Interest Requirement: With respect to the
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 Subsequent Mortgage Loans, if any) owned by the Trust Fund at
the
beginning of the related Due Period, over the aggregate Stated
Principal
Balance for such Distribution Date of such Mortgage Loans
(including such
Subsequent Mortgage Loans, if any) that have a scheduled payment of
interest
due in the related Due Period, and (2) a fraction, the numerator of
which is
the weighted average Net Mortgage Rate of such Mortgage Loans
(including such
Subsequent Mortgage Loans, if any) (weighted on the basis of the
Stated
Principal Balances thereof for such Distribution Date) and the
denominator of
which is 12; and
(b) the lesser of:
(i) the product of: (1) the amount on deposit in the
Pre-Funding Account at the beginning of the related Due Period, and
(2) a
fraction, the numerator of which is the weighted average Net
Mortgage Rate of
the Mortgage Loans (including Subsequent Mortgage Loans, if any)
owned by the
Trust Fund at the beginning of the related Due Period (weighted on
the basis
of the Stated Principal Balances thereof for such Distribution
Date) and the
denominator of which is 12; and
(ii) the excess of (x) the 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: The Class [AF], Class [AV] and Class A-R
Certificates.
Servicing Advances: All customary, reasonable and necessary
"out
of pocket" costs and expenses incurred in the performance by the
Master
Servicer of its servicing obligations hereunder, including, but not
limited
to, the cost of (i) the preservation, restoration and protection of
a
Mortgaged Property, (ii) any enforcement or judicial proceedings,
including
foreclosures, (iii) the management and liquidation of any REO
Property and
(iv) compliance with the obligations under Section 3.10.
Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB.
59
<PAGE>
Servicing Fee: As to each Mortgage Loan and any Distribution
Date,
an amount equal to one month's interest at the Servicing Fee Rate
on the
Stated Principal Balance of such Mortgage Loan for the preceding
Distribution
Date or, in the event of any payment of interest that accompanies a
Principal
Prepayment in full made by the Mortgagor, interest at the Servicing
Fee Rate
on the Stated Principal Balance of such Mortgage Loan for the
period covered
by such payment of interest.
Servicing Fee Rate: With respect to each Mortgage Loan, ___%
per
annum.
Servicing Officer: Any officer of the Master Servicer involved
in,
or responsible for, the administration and servicing of the
Mortgage Loans
whose name and facsimile signature appear on a list of servicing
officers
furnished to the Trustee by the Master Servicer on the Closing Date
pursuant
to this Agreement, as such list may from time to time be
amended.
[Sixty-Day] Delinquency Rate: With respect to any Distribution
Date 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.
60
<PAGE>
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]..............................
____%
Class [MF-__].............................
____%
Class [MF-__].............................
____%
Class [BF]................................
____%
Class [MV-1]..............................
____%
Class [MV-2]..............................
____%
Class [MV-3]..............................
____%
Class [MV-__].............................
____%
Class [MV-__].............................
____%
Class [BV]................................
____%
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.
Subordinate Certificates: The Fixed Rate Subordinate
Certificates
and the Adjustable Rate Subordinate Certificates.
Subsequent Certificate Account Deposit: With respect to any
Subsequent Transfer Date, an amount equal to the aggregate of all
amounts in
respect of (i) principal of the related Subsequent Mortgage Loans
due after
the related Subsequent Cut-off Date and received by the Master
Servicer on or
before such Subsequent Transfer Date and not applied in computing
the Cut-off
Date Principal Balance thereof and (ii) interest on the such
Subsequent
Mortgage Loans due after such Subsequent Cut-off Date and received
by the
Master Servicer on or before the Subsequent Transfer Date.
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
Certificate
Principal 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 Cut-off Date: As defined in the definition of
Cut-off
Date.
Subsequent Mortgage Loan: Any Mortgage Loan conveyed to the
Trustee on a Subsequent Transfer Date, and listed on the related
Loan Number
and Borrower Identification
61
<PAGE>
Mortgage Loan Schedule delivered pursuant to Section 2.01(f). When
used with
respect to a single Subsequent Transfer Date, "Subsequent Mortgage
Loan" shall
mean a Subsequent Mortgage Loan conveyed to the Trustee on such
Subsequent
Transfer Date.
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.
Subsequent Transfer Agreement: A Subsequent Transfer Agreement
substantially in the form of Exhibit P hereto, executed and
delivered by the
Sellers, the Depositor and the Trustee as provided in Section
2.01(d).
Subsequent Transfer Date: For any Subsequent Transfer
Agreement,
the "Subsequent Transfer Date" identified in such Subsequent
Transfer
Agreement; provided, however, the Subsequent Transfer Date for any
Subsequent
Transfer Agreement must be a Business Day and may not be a date
earlier than
the date on which the Subsequent Transfer Agreement is executed and
delivered
by the parties thereto pursuant to Section 2.01(d).
Subsequent Transfer Date Purchase Amount: With respect to any
Subsequent Transfer Date, the "Subsequent Transfer Date Purchase
Amount"
identified in the related Subsequent Transfer Agreement which shall
be an
estimate of the aggregate Stated Principal Balances of the
Subsequent Mortgage
Loans identified in such Subsequent Transfer Agreement.
Subsequent Transfer Date Transfer Amount: With respect to any
Subsequent Transfer Date, an amount equal to the lesser of (i) the
aggregate
Stated Principal Balances as of the related Subsequent Cut-off
Dates of the
Subsequent Mortgage Loans conveyed on such Subsequent Transfer
Date, as listed
on the related Loan Number and Borrower Identification Mortgage
Loan Schedule
delivered pursuant to Section 2.01(f) and (ii) the amount on
deposit in the
Pre-Funding Account.
Subservicer: As defined in Section 3.02(a).
Subservicing Agreement: As defined in Section 3.02(a).
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.
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<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 Pre-Funding 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 "{CWHEQ Asset Backed Certificates Trust,
Series 20__}."
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.
63
<PAGE>
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 _____%.
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 and (ii) any amounts remaining in the
Pre-Funding
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.
Underwriters: __________________.
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 Certificate Principal Balance of that Class due to
the
allocation of Subsequent Recoveries to the Certificate Principal
Balance of
that Class pursuant to Section 4.04(l) or 4.04(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 Certificate Principal Balance of each
Class
relative to the Certificate Principal 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.
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<PAGE>
Section 1.02 Certain Interpretive Provisions.
________________________________
All terms defined in this Agreement shall have the defined
meanings when used in any certificate, agreement or other document
delivered
pursuant hereto unless otherwise defined therein. For purposes of
this
Agreement and all such certificates and other documents, unless the
context
otherwise requires: (a) accounting terms not otherwise defined in
this
Agreement, and accounting terms partly defined in this Agreement to
the extent
not defined, shall have the respective meanings given to them under
generally
accepted accounting principles; (b) the words "hereof," "herein"
and
"hereunder" and words of similar import refer to this Agreement (or
the
certificate, agreement or other document in which they are used) as
a whole
and not to any particular provision of this Agreement (or such
certificate,
agreement or document); (c) references to any Section, Schedule or
Exhibit are
references to Sections, Schedules and Exhibits in or to this
Agreement, and
references to any paragraph, subsection, clause or other
subdivision within
any Section or definition refer to such paragraph, subsection,
clause or other
subdivision of such Section or definition; (d) the term "including"
means
"including without limitation"; (e) references to any law or
regulation refer
to that law or regulation as amended from time to time and include
any
successor law or regulation; (f) references to any agreement refer
to that
agreement as amended from time to time; and (g) references to any
Person
include that Person's permitted successors and assigns.
ARTICLE II.
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage Loans.
_____________________________
(a) Each Seller hereby sells, transfers, assigns, sets over and
otherwise conveys to the Depositor, without recourse, all the
right, title and
interest of such Seller in and to the applicable Initial Mortgage
Loans,
including all interest and principal received and receivable by
such Seller on
or with respect to applicable Initial Mortgage Loans after the
Initial 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
Master
Servicer on behalf of such Seller as part of the Initial
Certificate Account
Deposit as provided in this Agreement, other than principal due on
the
applicable Initial Mortgage Loans on or prior to the Initial
Cut-off Date and
interest accruing prior to the Initial Cut-off Date. The Master
Servicer
confirms that, on behalf of the Sellers, concurrently with the
transfer and
assignment, it or the applicable Seller has deposited into the
Certificate
Account the Initial Certificate Account Deposit.
Immediately upon the
conveyance of the Initial Mortgage Loans
referred to in the preceding paragraph, the Depositor (i) sells,
transfers,
assigns, sets over and otherwise conveys to the Trustee for benefit
of the
Certificateholders and the Class [AF-5B] Insurer, without recourse,
all right
title and interest in the Initial Mortgage Loans and (ii) causes
the Class
[AF-5B] Insurer to deliver the Class [AF-5B] Policy to the
Trustee.
[CHL] 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
65
<PAGE>
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) Subject to the execution and delivery of the related
Subsequent Transfer Agreement as provided by Section 2.01(d) 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
Subsequent
Transfer Date, all the right, title and interest of such Seller in
and to the
related Subsequent Mortgage Loans, including all interest and
principal
received and receivable by such Seller on or with respect to such
Subsequent
Mortgage Loans after the related Subsequent 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 Master Servicer on behalf of
such Seller
as part of any related Subsequent Certificate Account Deposit as
provided in
this Agreement, other than principal due on such Subsequent
Mortgage Loans on
or prior to the related Subsequent Cut-off Date and interest
accruing prior to
the related Subsequent Cut-off Date.
Immediately upon the conveyance of the Subsequent 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 and the Class [AF-5B] Insurer, without recourse,
all right
title and interest in the Subsequent Mortgage Loans.
(c) Each Seller has entered into this Agreement in
consideration
for the purchase of the Mortgage Loans by 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 Trustee pursuant to Section
2.01(a) or (b).
(d) On any Business Day during the Funding Period designated by
[CHL] to the Trustee, the Sellers, the Depositor and the Trustee
shall
complete, execute and deliver a Subsequent Transfer Agreement.
After the
execution and delivery of such Subsequent Transfer Agreement, on
the
Subsequent Transfer Date, the Trustee shall set aside in the
Pre-Funding
Account an amount equal to the related Subsequent Transfer Date
Purchase
Amount.
(e) The transfer of Subsequent Mortgage Loans on the Subsequent
Transfer Date is subject to the satisfaction of each of the
following
conditions:
(1) the Trustee and the Underwriters will be provided Opinions
of Counsel
addressed to the Rating Agencies as with respect to the sale
of the
Subsequent Mortgage Loans conveyed on such Subsequent Transfer
Date (such
opinions being substantially similar to the opinions
delivered
on the Closing Date to the Rating Agencies with respect to the
sale of
the Initial Mortgage Loans on the Closing Date), to be
delivered
as
provided in Section 2.01(f);
(2) the execution and delivery of such Subsequent Transfer
Agreement
or conveyance of the related Subsequent Mortgage Loans does
not result
in a reduction or
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<PAGE>
withdrawal
of the any ratings assigned to the Certificates by the
Ratings
Agencies (without regard to the Class [AF-5B] Policy, in the
case of
the Class [AF-5B] Certificates);
(3) the Depositor shall deliver to the Trustee an Officer's
Certificate confirming the satisfaction of each of the conditions
set
forth in
this Section 2.01(e) required to be satisfied by such
Subsequent
Transfer Date;
(4) each Subsequent Mortgage Loan conveyed on such Subsequent
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 Subsequent
Mortgage
Loan set forth in this clause (4), the obligation under Section
2.03(d) of
this Agreement of the applicable Seller, to cure, repurchase
or replace
such Subsequent Mortgage Loan shall constitute the sole
remedy
against such Seller respecting such breach available to
Certificateholders, the Depositor or the Trustee;
(5) the Subsequent Mortgage Loans conveyed on such Subsequent
Transfer
Date were selected in a manner reasonably believed not to be
adverse to
the interests of the Certificateholders;
(6) no Subsequent Mortgage Loan conveyed on such Subsequent
Transfer
Date was [30] or more days delinquent;
(7) following the conveyance of the Subsequent Mortgage Loans
on such
Subsequent Transfer Date, the characteristics of each Loan
Group
will not
vary by more than the amount specified below (other than the
percentage
of Mortgage Loans secured by Mortgaged Properties located in
the State
of California, which will not exceed [50]% of the Mortgage
Pool and
the percentage of mortgage loans in the Credit Grade Categories
of "C" or
below, which will not exceed [10]% of the Mortgage Loans in
each Loan
Group) from the characteristics listed below; provided that
for the
purpose of making such calculations, the characteristics for
any
Initial
Mortgage Loan made will be taken as of the Initial Cut-off Date
and the
characteristics for any Subsequent Mortgage Loans will be taken
as of the
Subsequent Cut-off Date;
Loan Group [1]
<TABLE>
<CAPTION>
Permitted
Variance
Characteristic
Value
or Range
----------------------------------------------------- -------------- ------------
<S>
<C>
<C>
Average Stated Principal Balance..................... $______
__%
Weighted Average Mortgage Rate....................... _____%
____%
Weighted Average Original Loan-to-Value Ratio........ _____%
_%
Weighted Average Remaining Term to Maturity.......... ___ months
_ months
Weighted Average Credit Bureau Risk Score............ ___ points
_ points
Loan Group [2]
67
<PAGE>
Permitted
Variance
Characteristic
Value
or Range
----------------------------------------------------- -------------- ------------
Average Stated Principal Balance..................... $______
____%
Weighted Average Mortgage Rate....................... _____%
____%
Weighted Average Original Loan-to-Value Ratio........ _____%
____%
Weighted Average Remaining Term to Maturity.......... ___ months
_ months
Weighted Average Credit Bureau Risk Score............ ___ points
_ points
Loan Group [3]
Permitted
Variance
Characteristic
Value
or Range
----------------------------------------------------- -------------- ------------
Average Stated Principal Balance..................... $______
____%
Weighted Average Mortgage Rate....................... _____%
____%
Weighted Average Original Loan-to-Value Ratio........ _____%
____%
Weighted Average Remaining Term to Maturity.......... ___ months
_ months
Weighted Average Credit Bureau Risk Score............ ___ points
_ points
</TABLE>
(8)none of the Sellers or the Depositor is insolvent and
neither of
the Sellers nor the Depositor will be rendered insolvent by
the
conveyance of Subsequent Mortgage Loans on such Subsequent
Transfer
Date;
and
(9) the Trustee and the Underwriters will be provided with 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 purchase of Subsequent Mortgage Loans will not (i)
result in
the imposition of the tax on "prohibited transactions" on the
Trust Fund
or contributions after the Startup Date, as defined in
Sections
860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause
any REMIC
formed hereunder to fail to qualify as a REMIC, such opinion
to be
delivered as provided in Section 2.01(f).
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 [six] Business Days after each Subsequent Transfer
Date, upon (1) delivery to the Trustee by the Depositor of the
Opinions of
Counsel referred to in Section 2.01(e)(1) and (e)(9), (2) delivery
to the
Trustee by [CHL] (on behalf of each Seller) of a Loan Number and
Borrower
Identification Mortgage Loan Schedule reflecting the Subsequent
Mortgage Loans
conveyed on such Subsequent Transfer Date and the Loan Group into
which each
Subsequent Mortgage Loan was conveyed, (3) deposit in the
Certificate Account
by the Master Servicer on behalf of the Sellers of the applicable
Subsequent
Certificate Account Deposit, and (4) 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
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<PAGE>
shall pay the applicable Seller the Subsequent Transfer Date
Transfer Amount
from such funds that were set aside in the Pre-Funding Account
pursuant to
Section 2.01(d). The positive difference, if any, between the
Subsequent
Transfer Date Transfer Amount and the Subsequent Transfer Date
Purchase Amount
shall be re-invested by the Trustee in the Pre-Funding Account.
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 each Subsequent 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
Subsequent
Mortgage Loans conveyed on such Subsequent Transfer Date conform to
the
characteristics described in Section 2.01(e)(6) and (7).
(g) In connection with the transfer and assignment of each
Mortgage Loan, the Depositor has delivered to, and deposited with,
the
Co-Trustee (or, in the case of the Delay Delivery Mortgage Loans,
will deliver
to, and deposit with, the Co-Trustee within the time periods
specified in the
definition of Delay Delivery Mortgage Loans) (except as provided in
clause
(vi) below) for the benefit of the Certificateholders, the
following documents
or instruments with respect to each such Mortgage Loan so assigned
(with
respect to each Mortgage Loan, clause (i) through (vi) below,
together, the
"Mortgage File" for each such Mortgage Loan):
(i) 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 that show 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, if the original
Mortgage Note has been lost or destroyed and not replaced, an
original lost note affidavit, stating that the original
Mortgage
Note was lost or destroyed, together with a copy of the related
Mortgage Note and all such intervening endorsements;
(ii) in the case of each Mortgage Loan that is not a MERS
Mortgage Loan, the original recorded Mortgage or a copy of such
Mortgage, with recording information, and in the case of each
MERS
Mortgage Loan, the original Mortgage or a copy of such
Mortgage,
with recording information, noting the presence of the MIN of
the
Mortgage Loan and language indicating that the Mortgage Loan is
a
MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of
recording indicated thereon, or a copy of the Mortgage
certified
by the public recording office in which such Mortgage has been
recorded;
(iii) in the case of each Mortgage Loan that is not a MERS
Mortgage Loan, a duly executed assignment of the Mortgage to
"Asset-Backed Certificates, Series 200_-__, CWHEQ, Inc., by
__________________, a ___________________, as trustee under the
Pooling and Servicing Agreement dated as of _________, 200_,
without recourse" or a copy of such assignment
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<PAGE>
with recording information (each such assignment, when duly and
validly completed, to be in recordable form and sufficient to
effect the assignment of and transfer to the assignee thereof,
under the Mortgage to which such assignment relates);
(iv) the original recorded assignment or assignments of the
Mortgage or a copy of such assignments, with recording
information, together with all interim recorded assignments of
such Mortgage or a copy of such assignments, with recording
information (in each case noting the presence of a MIN in the
case
of each MERS Mortgage Loan);
(v) the original or copies of each assumption, modification,
written assurance or substitution agreement, if any; and
(vi) the original or duplicate original lender's title
policy or a copy of lender's title policy or a printout of the
electronic equivalent and all riders thereto or, in the event
such
original title policy has not been received from the insurer,
such
original or duplicate original lender's title policy and all
riders thereto shall be delivered within one year of the
Closing
Date.
In addition, in connection with the assignment of any MERS
Mortgage Loan, each Seller agrees that it will cause, at such
Seller's own
expense, the MERS(R) System to indicate (and provide evidence to
the Trustee
that it has done so) that such Mortgage Loans have been assigned by
such
Seller to the Trustee in accordance with this Agreement for the
benefit of the
Certificateholders by including (or deleting, in the case of
Mortgage Loans
which are repurchased in accordance with this Agreement) in such
computer
files (a) the code "[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field
"[IDENTIFY
THE FIELD NAME FOR TRUSTEE]" which identifies the Trustee and (b)
the code
"[IDENTIFY SERIES SPECIFIC CODE NUMBER]" in the field "Pool Field"
which
identifies the series of the Certificates issued in connection with
such
Mortgage Loans. The Sellers further agree that they will not, and
will not
permit the Master Servicer to, and the Master Servicer agrees that
it will
not, alter the codes referenced in this paragraph with respect to
any Mortgage
Loan 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 a Seller cannot deliver the original recorded
Mortgage or
all interim recorded assignments of the Mortgage satisfying the
requirements
of clause (ii), (iii) or (iv) concurrently with the execution and
delivery
hereof, such Seller shall deliver or cause to be delivered to the
Co-Trustee a
true copy of such Mortgage and of each such undelivered interim
assignment of
the Mortgage each certified by such Seller, the applicable title
company,
escrow agent or attorney, or the originator of such Mortgage, as
the case may
be, to be a true and complete copy of the original Mortgage or
assignment of
Mortgage submitted for recording. For any such Mortgage Loan that
is not a
MERS Mortgage Loan each Seller shall promptly deliver or cause to
be delivered
to the Co-Trustee such original Mortgage and such assignment or
assignments
with evidence of recording indicated thereon upon receipt thereof
from the
public recording official, or a copy thereof, certified, if
appropriate, by
the relevant recording office, but in no event shall
70
<PAGE>
any such delivery be made later than [270] days following the
Closing Date;
provided that in the event that by such date such Seller is unable
to deliver
or cause to be delivered each such Mortgage and each 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 interim
assignment,
because the related Mortgage has not been returned by the
appropriate
recording office, such Seller shall deliver or cause to be
delivered such
documents to the Co-Trustee as promptly as possible upon receipt
thereof. If
the public recording office in which a Mortgage or interim
assignment thereof
is recorded retains the original of such Mortgage or assignment, a
copy of the
original Mortgage or assignment so retained, with evidence of
recording
thereon, certified to be true and complete by such recording
office, shall
satisfy a Seller's obligations in Section 2.01. If any document
submitted for
recording pursuant to this Agreement is (x) lost prior to recording
or
rejected by the applicable recording office, the applicable Seller
shall
immediately prepare or cause to be prepared a substitute and submit
it for
recording, and shall deliver copies and originals thereof in
accordance with
the foregoing or (y) lost after recording, the applicable Seller
shall deliver
to the Co-Trustee a copy of such document certified by the
applicable public
recording office to be a true and complete copy of the original
recorded
document. Each Seller shall promptly forward or cause to be
forwarded to the
Co-Trustee (x) from time to time additional original documents
evidencing an
assumption or modification of a Mortgage Loan and (y) any other
documents
required to be delivered by the Depositor or the Master Servicer to
the
Co-Trustee within the time periods specified in this Section
2.01.
With respect to each Mortgage Loan other than a MERS Mortgage
Loan
as to which the related Mortgaged Property and Mortgage File are
located in
(a) the State of California or (b) any other jurisdiction under the
laws of
which the recordation of the assignment specified in clause (iii)
above is not
necessary to protect the Trustee's and the Certificateholders'
interest in the
related Mortgage Loan, as evidenced by an Opinion of Counsel
delivered by
[CHL] to the Trustee and a copy to the Rating Agencies, in lieu of
recording
the assignment specified in clause (iii) above, the applicable
Seller may
deliver an unrecorded assignment in blank, in form otherwise
suitable for
recording to the Co-Trustee; provided that if the related Mortgage
has not
been returned from the applicable public recording office, such
assignment, or
any copy thereof, of the Mortgage may exclude the information to be
provided
by the recording office. As to any Mortgage Loan other than a MERS
Mortgage
Loan, the procedures of the preceding sentence shall be applicable
only so
long as the related Mortgage File is maintained in the possession
of the
Co-Trustee in the State or jurisdiction described in such sentence.
In the
event that with respect to Mortgage Loans other than MERS Mortgage
Loans (i)
any Seller, the Depositor, the Master Servicer or the NIM Insurer
gives
written notice to the Trustee that recording is required to protect
the right,
title and interest of the Trustee on behalf of the
Certificateholders in and
to any Mortgage Loan, (ii) a court recharacterizes any sale of the
Mortgage
Loans as a financing, or (iii) as a result of any change in or
amendment to
the laws of the State or jurisdiction described in the first
sentence of this
paragraph or any applicable political subdivision thereof, or any
change in
official position regarding application or interpretation of such
laws,
including a holding by a court of competent jurisdiction, such
recording is so
required, the Co-Trustee shall complete the assignment in the
manner specified
in clause (iii) of the second paragraph of this Section 2.01(g) and
[CHL]
shall submit or cause to be submitted for recording as specified
above or,
should [CHL] fail to perform such obligations, the Trustee shall
cause the
Master Servicer, at the Master Servicer's expense, to cause each
such
previously unrecorded assignment to be submitted for recording as
specified
above. In the event a Mortgage File is released to the
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<PAGE>
Master Servicer as a result of the Master Servicer's having
completed a
Request for Document Release, the Trustee shall complete the
assignment of the
related Mortgage in the manner specified in clause (iii) of the
second
paragraph of this Section 2.01(g).
So long as the Co-Trustee or its agent maintains an office in
the
State of California, the Co-Trustee or its agent shall maintain
possession of
and not remove or attempt to remove from the State of California
any of the
Mortgage Files as to which the related Mortgaged Property is
located in such
State. In the event that a Seller fails to record an assignment of
a Mortgage
Loan as herein provided within [90] days of notice of an event set
forth in
clause (i), (ii) or (iii) of the above paragraph, the Master
Servicer shall
prepare and, if required hereunder, file such assignments for
recordation in
the appropriate real property or other records office. Each Seller
hereby
appoints the Master Servicer (and any successor servicer hereunder)
as its
attorney-in-fact with full power and authority acting in its stead
for the
purpose of such preparation, execution and filing.
In the case of Mortgage Loans that become the subject of a
Principal Prepayment between the Closing Date (in the case of
Initial Mortgage
Loans) or related Subsequent Transfer Date (in the case of
Subsequent Mortgage
Loans) and the Cut-off Date, [CHL] shall deposit or cause to be
deposited in
the Certificate Account the amount required to be deposited therein
with
respect to such payment pursuant to Section 3.05 hereof.
Notwithstanding anything to the contrary in this Agreement,
within
[thirty] days after the Closing Date (in the case of Initial
Mortgage Loans)
or within [twenty] days after the related Subsequent Transfer Date
(in the
case of Subsequent Mortgage Loans), [CHL] (on behalf of each
Seller) shall
either (i) deliver to the Co-Trustee the Mortgage File as required
pursuant to
this Section 2.01 for each Delay Delivery Mortgage Loan or (ii) (A)
repurchase
the Delay Delivery Mortgage Loan or (B) substitute the Delay
Delivery Mortgage
Loan for a Replacement Mortgage Loan, which repurchase or
substitution shall
be accomplished in the manner and subject to the conditions set
forth in
Section 2.03, provided that if [CHL] fails to deliver a Mortgage
File for any
Delay Delivery Mortgage Loan within the period provided in the
prior sentence,
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 [CHL] shall have [five] Business Days to
cure such
failure to deliver. [CHL] shall promptly provide each Rating Agency
with
written notice of any cure, repurchase or substitution made
pursuant to the
proviso of the preceding sentence. On or before the [thirtieth] day
(or if
such [thirtieth] day is not a Business Day, the succeeding Business
Day) after
the Closing Date (in the case of Initial Mortgage Loans) or within
[twenty]
days after the related Subsequent Transfer Date (in the case of
Subsequent
Mortgage Loans), the Trustee shall, in accordance with the
provisions of
Section 2.02, send a Delay Delivery Certification substantially in
the form
annexed hereto as Exhibit G-3 (with any applicable exceptions noted
thereon)
for all Delay Delivery Mortgage Loans delivered within [thirty]
days after
such date. The Trustee will promptly send a copy of such Delay
Delivery
Certification to each Rating Agency.
Section 2.02 Acceptance by Trustee of the Mortgage Loans.
____________________________________________
(a) The Co-Trustee acknowledges receipt, subject to the
limitations contained in and any exceptions noted in the Initial
Certification
in the form annexed hereto as Exhibit G-1
72
<PAGE>
and in the list of exceptions attached thereto, of the documents
referred to
in clauses (i) and (iii) of Section 2.01(g) above with respect to
the Initial
Mortgage Loans and all other assets included in the Trust Fund 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 included in the Trust Fund, in trust for the exclusive
use and
benefit of all present and future Certificateholders.
The Trustee agrees to execute and deliver on the Closing Date
to
the Depositor, the Master Servicer and [CHL] (on behalf of each
Seller) an
Initial Certification substantially in the form annexed hereto as
Exhibit G-1
to the effect that, as to each Initial Mortgage Loan listed in the
Mortgage
Loan Schedule (other than any Initial Mortgage Loan paid in full or
any
Initial Mortgage Loan specifically identified in such certification
as not
covered by such certification), the documents described in Section
2.01(g)(i)
and, in the case of each Initial Mortgage Loan that is not a MERS
Mortgage
Loan, the documents described in Section 2.01(g)(iii) with respect
to such
Initial Mortgage Loans as are in the Co-Trustee's possession and
based on its
review and examination and only as to the foregoing documents, such
documents
appear regular on their face and relate to such Initial Mortgage
Loan. The
Trustee agrees to execute and deliver within [30] days after the
Closing Date
to the Depositor, the Master Servicer and [CHL] (on behalf of each
Seller) an
Interim Certification substantially in the form annexed hereto as
Exhibit G-2
to the effect that, as to each Initial Mortgage Loan listed in the
Mortgage
Loan Schedule (other than any Initial Mortgage Loan paid in full or
any
Initial Mortgage Loan specifically identified in such certification
as not
covered by such certification) all documents required to be
delivered to the
Co-Trustee pursuant to the Agreement with respect to such Initial
Mortgage
Loans are in its possession (except those documents described in
Section
2.01(g)(vi)) and based on its review and examination and only as to
the
foregoing documents, (i) such documents appear regular on their
face and
relate to such Initial Mortgage Loan, and (ii) the information set
forth in
items (i), (iv), (v), (vi), (viii), (ix) and (xvii) of the
definition of the
"Mortgage Loan Schedule" accurately reflects information set forth
in the
Mortgage File. On or before the [thirtieth] day after the Closing
Date (or if
such [thirtieth] day is not a Business Day, the succeeding Business
Day), the
Trustee shall deliver to the Depositor, the Master Servicer and
[CHL] (on
behalf of each Seller) a Delay Delivery Certification with respect
to the
Initial Mortgage Loans substantially in the form annexed hereto as
Exhibit
G-3, with any applicable exceptions noted thereon. The Co-Trustee
or the
Trustee, as applicable, shall be under no duty or obligation to
inspect,
review or examine such 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.
Not later than [180] days after the Closing Date, the Trustee
shall deliver to the Depositor, the Master Servicer and [CHL] (on
behalf of
each Seller), and to any Certificateholder that so requests, a
Final
Certification with respect to the Initial Mortgage Loans
substantially in the
form annexed hereto as Exhibit H, with any applicable exceptions
noted
thereon.
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In connection with the Trustee's completion and delivery of
such
Final Certification, the Co-Trustee, at the Trustee's direction,
shall review
each Mortgage File with respect to the Initial Mortgage Loans to
determine
that such Mortgage File contains the following documents:
(i) 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 that show 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, if the original
Mortgage Note has been lost or destroyed and not replaced, an
original lost note affidavit, stating that the original
Mortgage
Note was lost or destroyed, together with a copy of the related
Mortgage Note and all such intervening;
(ii) in the case of each Initial Mortgage Loan that is not a
MERS Mortgage Loan, the original recorded Mortgage or a copy of
such Mortgage, with recording information, and in the case of
each
Initial Mortgage Loan that is a MERS Mortgage Loan, the
original
Mortgage or a copy of such Mortgage, with recording
information,
noting the presence of the MIN of the Initial Mortgage Loan and
language indicating that the Mortgage Loan is a MOM Loan if the
Initial Mortgage Loan is a MOM Loan, with evidence of recording
indicated thereon, or a copy of the Mortgage certified by the
public recording office in which Mortgage has been recorded;
(iii) in the case of each Initial Mortgage Loan that is not
a MERS Mortgage Loan, a duly executed assignment of the
Mortgage
or a copy thereof with recording information, in either case,
in
the form
permitted by Section 2.01;
(iv) the original recorded assignment or assignments of the
Mortgage or a copy of such assignments, with recording
information, together with all interim recorded assignments of
such Mortgage or a copy of such assignments, with recording
information (in each case noting the presence of a MIN in the
case
of each MERS Mortgage Loan);
(v) the original or copies of each assumption, modification,
written assurance or substitution agreement, if any; and
(vi) the original or duplicate original lender's title
policy or a copy of lender's title policy or a printout of the
electronic equivalent and all riders thereto.
If, in the course of such review, the Co-Trustee finds any
document or documents constituting a part of such Mortgage File
that do not
meet the requirements of clauses (i)-(iv) and (vi) above, the
Trustee shall
include such exceptions in such Final Certification (and the
Trustee shall
state in such Final Certification whether any Mortgage File does
not then
include the original or duplicate original lender's title policy or
a printout
of the electronic equivalent and all
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<PAGE>
riders thereto). If the public recording office in which a Mortgage
or
assignment thereof is recorded retains the original of such
Mortgage or
assignment, a copy of the original Mortgage or assignment so
retained, with
evidence of recording thereon, certified to be true and complete by
such
recording office, shall be deemed to satisfy the requirements of
clause (ii),
(iii) or (iv) above, as applicable. [CHL] shall promptly correct or
cure such
defect referred to above within [90] days from the date it was so
notified of
such defect and, if [CHL] does not correct or cure such defect
within such
period, [CHL] shall either (A) if the time to cure such defect
expires prior
to the end of the second anniversary of the Closing Date,
substitute for the
related Initial Mortgage Loan a Replacement 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 Initial Mortgage Loan from the
Trust Fund
within [90] days from the date [CHL] was notified of such defect in
writing at
the Purchase Price of such Initial Mortgage Loan; provided that any
such
substitution pursuant to (A) above or repurchase 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 and any substitution pursuant to
(A) above
shall not be effected prior to the additional delivery to the
Co-Trustee of a
Request for File Release. No substitution will be made in any
calendar month
after the Determination Date for such month. The Purchase Price for
any such
Initial Mortgage Loan shall be deposited by [CHL] in the
Certificate Account
and, upon receipt of such deposit and Request for File Release with
respect
thereto, the Co-Trustee shall release the related Mortgage File to
[CHL] and
shall execute and deliver at [CHL]'s request such instruments of
transfer or
assignment as [CHL] has prepared, in each case without recourse, as
shall be
necessary to vest in [CHL], or a designee, the Trustee's interest
in any
Initial Mortgage Loan released pursuant hereto. If pursuant to the
foregoing
provisions [CHL] repurchases an Initial Mortgage Loan that is a
MERS Mortgage
Loan, the Master Servicer shall cause MERS to execute and deliver
an
assignment of the Mortgage in recordable form to transfer the
Mortgage from
MERS to [CHL] and shall cause such Mortgage to be removed from
registration on
the MERS(R) System in accordance with MERS' rules and
regulations.
The Co-Trustee shall retain possession and custody of each
Mortgage File in accordance with and subject to the terms and
conditions set
forth herein. Each Seller shall promptly deliver to the Co-Trustee,
upon the
execution or receipt thereof, the originals of such other documents
or
instruments constituting the Mortgage File that come into the
possession of
such Seller from time to time.
It is understood and agreed that the obligation of [CHL] to
substitute for or to purchase any Mortgage Loan that does not meet
the
requirements of Section 2.02(a) above shall constitute the sole
remedy
respecting such defect available to the Trustee, the Co-Trustee,
the Depositor
and any Certificateholder against any Seller.
It is understood and agreed that the obligation of [CHL] to
substitute for or to purchase, pursuant to Section 2.02(a), any
Initial
Mortgage Loan whose Mortgage File contains any document or
documents that does
not meet the requirements of clauses (i)-(iv) and (vi) above and
which defect
is not corrected or cured by [CHL] within [90] days from the date
it was
notified of such defect, shall constitute the sole remedy
respecting such
defect available to the Trustee, the Co-Trustee, the Depositor and
any
Certificateholder against any Seller.
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<PAGE>
(b) The Trustee agrees to execute and deliver on the Subsequent
Transfer Date to the Depositor, the Master Servicer and [CHL] (on
behalf of
each Seller) an Initial Certification substantially in the form
annexed hereto
as Exhibit G-4 to the effect that, as to each Subsequent Mortgage
Loan listed
in the Mortgage Loan Schedule (other than any Subsequent Mortgage
Loan paid in
full or any Subsequent Mortgage Loan specifically identified in
such
certification as not covered by such certification), the documents
described
in Section 2.01(g)(i) and, in the case of each Subsequent Mortgage
Loan that
is not a MERS Mortgage Loan, the documents described in Section
2.01(g)(iii),
with respect to such Subsequent Mortgage Loan are in its
possession, and based
on its review and examination and only as to the foregoing
documents, such
documents appear regular on their face and relate to such
Subsequent Mortgage
Loan.
The Trustee agrees to execute and deliver within [30] days
after
the Subsequent Transfer Date to the Depositor, the Master Servicer
and [CHL]
(on behalf of each Seller) an Interim Certification substantially
in the form
annexed hereto as Exhibit G-2 to the effect that, as to each
Subsequent
Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Subsequent
Mortgage Loan paid in full or any Subsequent Mortgage Loan
specifically
identified in such certification as not covered by such
certification), all
documents required to be delivered to it pursuant to this Agreement
with
respect to such Subsequent Mortgage Loan are in its possession
(except those
described in Section 2.01(g)(vi)) and based on its review and
examination and
only as to the foregoing documents, (i) such documents appear
regular on their
face and relate to such Subsequent Mortgage Loan, and (ii) the
information set
forth in items (i), (iv), (v), (vi), (viii), (ix) and (xvii) of the
definition
of the "Mortgage Loan Schedule" accurately reflects information set
forth in
the Mortgage File. On or before the [thirtieth] day after the
Subsequent
Transfer Date (or if such [thirtieth] day is not a Business Day,
the
succeeding Business Day), the Trustee shall deliver to the
Depositor, the
Master Servicer and [CHL] (on behalf of each Seller) a Delay
Delivery
Certification with respect to the Subsequent Mortgage Loans
substantially in
the form annexed hereto as Exhibit G-3, with any applicable
exceptions noted
thereon, together with a Subsequent Certification substantially in
the form
annexed hereto as Exhibit G-4. The Trustee shall be under no duty
or
obligation to inspect, review or examine such 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.
Not later than [180] days after the Subsequent Transfer Date,
the
Trustee shall deliver to the Depositor, the Master Servicer, [CHL]
(on behalf
of each Seller) and to any Certificateholder that so requests a
Final
Certification with respect to the Subsequent Mortgage Loans
substantially in
the form annexed hereto as Exhibit H, with any applicable
exceptions noted
thereon.
In connection with the Trustee's completion and delivery of
such
Final Certification, the Co-Trustee shall review each Mortgage File
with
respect to the Subsequent Mortgage Loans to determine that such
Mortgage File
contains the following documents:
(i) 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
that show
a complete chain of
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<PAGE>
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
&n
