EXHIBIT 99.1
------------
The Pooling and Servicing Agreement
<PAGE>
EXECUTION COPY
----------------------
CWALT, INC.,
Depositor
COUNTRYWIDE HOME LOANS, INC.,
Seller
PARK GRANADA LLC,
Seller
PARK MONACO INC.,
Seller
PARK SIENNA LLC,
Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
Master Servicer
and
THE BANK OF NEW YORK,
Trustee
-----------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2006
-----------------------------------
ALTERNATIVE LOAN TRUST 2006-33CB
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-33CB
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<TABLE>
<CAPTION>
Table of Contents
Page
ARTICLE I DEFINITIONS
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SECTION 1.01.
Defined
Terms..........................................................................I-1
SECTION 1.02.
Certain Interpretive
Provisions.......................................................I-32
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES
SECTION 2.01.
Conveyance of Mortgage
Loans..........................................................II-1
SECTION 2.02.
Acceptance by Trustee of the Mortgage
Loans...........................................II-7
SECTION 2.03.
Representations, Warranties and Covenants of the Sellers and
Master
Servicer........II-10
SECTION 2.04.
Representations and Warranties of the Depositor as to the Mortgage
Loans.............II-13
SECTION 2.05.
Delivery of Opinion of Counsel in Connection with
Substitutions......................II-13
SECTION 2.06.
Execution and Delivery of
Certificates...............................................II-14
SECTION 2.07.
REMIC
Matters........................................................................II-14
SECTION 2.08.
Covenants of the Master
Servicer.....................................................II-14
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
SECTION 3.01.
Master Servicer to Service Mortgage
Loans............................................III-1
SECTION 3.02.
Subservicing; Enforcement of the Obligations of
Subservicers.........................III-2
SECTION 3.03.
Rights of the Depositor and the Trustee in Respect of the Master
Servicer............III-2
SECTION 3.04.
Trustee to Act as Master
Servicer....................................................III-2
SECTION 3.05.
Collection of Mortgage Loan Payments; Certificate Account;
Distribution Account;
Pre-funding Account and the Capitalized Interest
Account.............................III-3
SECTION 3.06.
Collection of Taxes, Assessments and Similar Items; Escrow
Accounts..................III-6
SECTION 3.07.
Access to Certain Documentation and Information Regarding the
Mortgage Loans.........III-7
SECTION 3.08.
Permitted Withdrawals from the Certificate Account and the
Distribution Account......III-7
SECTION 3.09.
Maintenance of Hazard Insurance; Maintenance of Primary Insurance
Policies...........III-9
SECTION 3.10.
Enforcement of Due-on-Sale Clauses; Assumption
Agreements...........................III-10
SECTION 3.11.
Realization Upon Defaulted Mortgage Loans; Repurchase of Certain
Mortgage Loans.....III-11
SECTION 3.12.
Trustee to Cooperate; Release of Mortgage
Files.....................................III-14
SECTION 3.13.
Documents, Records and Funds in Possession of Master Servicer to be
Held for the
Trustee.............................................................................III-14
SECTION 3.14.
Servicing
Compensation..............................................................III-15
SECTION 3.15.
Access to Certain
Documentation.....................................................III-15
SECTION 3.16.
Annual Statement as to
Compliance...................................................III-16
SECTION 3.17.
Errors and Omissions Insurance; Fidelity
Bonds......................................III-16
ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
SECTION 4.01.
Advances..............................................................................IV-1
i
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SECTION 4.02.
Priorities of
Distribution............................................................IV-2
SECTION 4.03.
[Reserved]............................................................................IV-6
SECTION 4.04.
Allocation of Realized
Losses.........................................................IV-6
SECTION 4.05.
Cross-Collateralization; Adjustments to Available
Funds...............................IV-6
SECTION 4.06.
Monthly Statements to
Certificateholders..............................................IV-7
SECTION 4.07.
Determination of Pass-Through Rates for COFI
Certificates.............................IV-7
SECTION 4.08.
Determination of Pass-Through Rates for LIBOR
Certificates............................IV-8
ARTICLE V THE CERTIFICATES
SECTION 5.01.
The
Certificates.......................................................................V-1
SECTION 5.02.
Certificate Register; Registration of Transfer and Exchange of
Certificates............V-1
SECTION 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates......................................V-5
SECTION 5.04.
Persons Deemed
Owners..................................................................V-5
SECTION 5.05.
Access to List of Certificateholders' Names and
Addresses..............................V-6
SECTION 5.06.
Maintenance of Office or
Agency........................................................V-6
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01.
Respective Liabilities of the Depositor and the Master
Servicer.......................VI-1
SECTION 6.02.
Merger or Consolidation of the Depositor or the Master
Servicer.......................VI-1
SECTION 6.03.
Limitation on Liability of the Depositor, the Sellers, the Master
Servicer and
Others................................................................................VI-1
SECTION 6.04.
Limitation on Resignation of Master
Servicer..........................................VI-2
ARTICLE VII DEFAULT
SECTION 7.01.
Events of
Default....................................................................VII-1
SECTION 7.02.
Trustee to Act; Appointment of
Successor.............................................VII-3
SECTION 7.03.
Notification to
Certificateholders...................................................VII-4
ARTICLE VIII CONCERNING THE TRUSTEE
SECTION 8.01.
Duties of
Trustee...................................................................VIII-1
SECTION 8.02.
Certain Matters Affecting the
Trustee...............................................VIII-2
SECTION 8.03.
Trustee Not Liable for Certificates or Mortgage
Loans...............................VIII-3
SECTION 8.04.
Trustee May Own
Certificates........................................................VIII-3
SECTION 8.05.
Trustee's Fees and
Expenses.........................................................VIII-3
SECTION 8.06.
Eligibility Requirements for
Trustee................................................VIII-3
SECTION 8.07.
Resignation and Removal of
Trustee..................................................VIII-4
SECTION 8.08.
Successor
Trustee...................................................................VIII-5
SECTION 8.09.
Merger or Consolidation of
Trustee..................................................VIII-5
SECTION 8.10.
Appointment of Co-Trustee or Separate
Trustee.......................................VIII-5
SECTION 8.11.
Tax
Matters.........................................................................VIII-7
SECTION 8.12.
Monitoring of Significance
Percentage...............................................VIII-8
ARTICLE IX TERMINATION
SECTION 9.01.
Termination upon Liquidation or Purchase of all Mortgage
Loans........................IX-1
SECTION 9.02.
Final Distribution on the
Certificates................................................IX-1
SECTION 9.03.
Additional Termination
Requirements...................................................IX-2
ii
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ARTICLE X MISCELLANEOUS PROVISIONS
SECTION 10.01.
Amendment..............................................................................X-1
SECTION 10.02.
Recordation of Agreement;
Counterparts.................................................X-2
SECTION 10.03.
Governing
Law..........................................................................X-2
SECTION 10.04.
Intention of
Parties...................................................................X-2
SECTION 10.05.
Notices................................................................................X-4
SECTION 10.06.
Severability of
Provisions.............................................................X-5
SECTION 10.07.
Assignment.............................................................................X-5
SECTION 10.08.
Limitation on Rights of
Certificateholders.............................................X-5
SECTION 10.09.
Inspection and Audit
Rights............................................................X-6
SECTION 10.10.
Certificates Nonassessable and Fully
Paid..............................................X-6
SECTION 10.11.
[Reserved].............................................................................X-6
SECTION 10.12.
Protection of
Assets...................................................................X-6
ARTICLE XI EXCHANGE ACT REPORTING
SECTION 11.01.
Filing
Obligations....................................................................XI-1
SECTION 11.02.
Form 10-D
Filings.....................................................................XI-1
SECTION 11.03.
Form 8-K
Filings......................................................................XI-2
SECTION 11.04.
Form 10-K
Filings.....................................................................XI-2
SECTION 11.05.
Sarbanes-Oxley
Certification..........................................................XI-2
SECTION 11.06.
Form 15
Filing........................................................................XI-3
SECTION 11.07.
Report on Assessment of Compliance and
Attestation....................................XI-3
SECTION 11.08.
Use of Subservicers and
Subcontractors................................................XI-4
SECTION 11.09.
Amendments............................................................................XI-5
SECTION 11.10.
Reconciliation of
Accounts............................................................XI-5
iii
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<TABLE>
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SCHEDULES
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<C>
Schedule I:
Mortgage Loan
Schedule...................................................................S-I-1
Schedule II-A:
Representations and Warranties of
Countrywide.........................................S-II-A-1
Schedule II-B:
Representations and Warranties of Park
Granada........................................S-II-B-1
Schedule II-C
Representations and Warranties of Park Monaco
Inc.....................................S-II-C-1
Schedule II-D
Representations and Warranties of Park Sienna
LLC.....................................S-II-D-1
Schedule III-A:
Representations and Warranties of Countrywide as to the Mortgage
Loans...............S-III-A-1
Schedule III-B:
Representations and Warranties of Countrywide as to the
Countrywide
Mortgage
Loans.......................................................................S-III-B-1
Schedule III-C:
Representations and Warranties of Park Granada as to the Park
Granada
Mortgage
Loans.......................................................................S-III-C-1
Schedule III-D Representations and
Warranties of Park Monaco Inc.
as to the Park Monaco Inc. Mortgage
Loans............................................S-III-D-1
Schedule III-E
Representations and Warranties of Park Sienna LLC
as to the
Park Sienna LLC Mortgage
Loans.............................................S-III-E-1
Schedule IV:
Representations and Warranties of the Master
Servicer...................................S-IV-1
Schedule V:
Principal Balance Schedules (if
applicable)..............................................S-V-1
Schedule VI:
Form of Monthly Master Servicer
Report..................................................S-VI-I
</TABLE>
<TABLE>
<CAPTION>
EXHIBITS
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<C>
Exhibit A:
Form of Senior Certificate (excluding Notional Amount
Certificates).....................A-1
Exhibit B:
Form of Subordinated
Certificate........................................................B-1
Exhibit C-1:
Form of Class A-R
Certificate.........................................................C-1-1
Exhibit C-2:
[Reserved]............................................................................C-2-1
Exhibit C-3
[Reserved]............................................................................C-3-1
Exhibit C-4:
[Reserved]............................................................................C-4-1
Exhibit D:
Form of Notional Amount
Certificate.....................................................D-1
Exhibit E:
Form of Reverse of
Certificates.........................................................E-1
Exhibit F-1:
Form of Initial Certification of Trustee (Initial Mortgage
Loans).....................F-1-1
Exhibit F-2:
Form of Initial Certification of Trustee (Supplemental Mortgage
Loans)................................................................................F-2-1
Exhibit G-1:
Form of Delay Delivery Certification of Trustee (Initial
Mortgage
Loans)................................................................................G-1-1
Exhibit G-2:
Form of Delay Delivery Certification of Trustee (Supplemental
Mortgage
Loans).......................................................................G-2-1
Exhibit H-1:
Form of Final Certification of Trustee (Initial Mortgage
Loans).......................H-1-1
Exhibit H-2:
Form of Final Certification of Trustee (Supplemental Mortgage
Loans)................................................................................H-2-1
Exhibit I:
Form of Transfer
Affidavit..............................................................I-1
Exhibit J-1:
Form of Transferor Certificate
(Residual).............................................J-1-1
Exhibit J-2:
Form of Transferor Certificate
(Private)..............................................J-2-1
Exhibit K:
Form of Investment Letter [Non-Rule
144A]...............................................K-1
Exhibit L-1:
Form of Rule 144A
Letter..............................................................L-1-1
Exhibit L-2:
[Reserved]............................................................................L-2-1
Exhibit M:
Form of Request for Release (for
Trustee)...............................................M-1
Exhibit N:
Form of Request for Release of Documents (Mortgage Loan - Paid
in Full, Repurchased and
Replaced)......................................................N-1
Exhibit O:
[Reserved]..............................................................................O-1
Exhibit P:
Form of Supplemental Transfer
Agreement.................................................P-1
iv
<PAGE>
Exhibit Q:
Standard & Poor's LEVELS(R) Version 5.7 Glossary Revised,
Appendix
E..............................................................................Q-1
Exhibit R:
[Reserved]..............................................................................R-1
Exhibit S-1:
[Reserved]............................................................................S-1-1
Exhibit S-2:
[Reserved]............................................................................S-2-1
Exhibit T:
[Reserved]..............................................................................T-1
Exhibit U:
Monthly
Report..........................................................................U-1
Exhibit V-1:
Form of Performance Certification
(Subservicer).......................................V-1-1
Exhibit V-2:
Form of Performance Certification
(Trustee)...........................................V-2-1
Exhibit W:
Form of Servicing Criteria to be Addressed in Assessment of
Compliance
Statement...............................................................................W-1
Exhibit X:
List of Item 1119
Parties...............................................................X-1
Exhibit Y:
Form of Sarbanes-Oxley Certification (Replacement of
Master
Servicer)........................................................................Y-1
v
</TABLE>
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of September 1,
2006, among CWALT, INC., a Delaware corporation, as depositor
(the
"Depositor"), COUNTRYWIDE HOME LOANS, INC. ("Countrywide"), a New
York
corporation, as a seller (a "Seller"), PARK GRANADA LLC ("Park
Granada"), a
Delaware limited liability company, as a seller (a "Seller"), PARK
MONACO INC.
("Park Monaco"), a Delaware corporation, as a seller (a "Seller"),
PARK SIENNA
LLC ("Park Sienna"), a Delaware limited liability company, as a
seller (a
"Seller") COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited
partnership, as
master servicer (the "Master Servicer"), and THE BANK OF NEW YORK,
a banking
corporation organized under the laws of the State of New York, as
trustee (the
"Trustee").
WITNESSETH THAT
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed
to
the Trustee in return for the Certificates. As provided herein, the
Trustee
will elect that the Trust Fund be treated for federal income tax
purposes as a
real estate mortgage investment conduit (or in the alternative, 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. The
Class A-R Certificate will represent ownership of the sole Class of
residual
interest in the Master REMIC. The Master REMIC will hold as assets
all the
assets of the Trust Fund. The "latest possible maturity date," for
federal
income tax purposes, of all REMIC regular interests created hereby
will be the
Latest Possible Maturity Date.
<PAGE>
The following table sets forth characteristics of the Master
REMIC
Certificates, together with the minimum denominations and integral
multiples
in excess thereof in which such Classes shall be issuable (except
that one
Certificate of each Class of Certificates may be issued in a
different amount
and, in addition, one Residual Certificate representing the Tax
Matters Person
Certificate may be issued in a different amount):
<TABLE>
<CAPTION>
========================= ==============================
==================== =======================
======================
Pass-Through
Initial Class Certificate
Rate
Integral Multiples
Class
Designation
Balance
(per annum)
Minimum
Denomination in
Excess of Minimum
------------------------- ------------------------------
-------------------- -----------------------
----------------------
<S>
<C>
<C>
<C>
<C>
Class 1-A-1
$247,574,000.00
6.00%
$25,000.00
$1.00
------------------------- ------------------------------
-------------------- -----------------------
----------------------
Class 2-A-1
$347,668,000.00
6.00%
$25,000.00
$1.00
------------------------- ------------------------------
-------------------- -----------------------
----------------------
Class 1-X
$238,201,962.00(1)
(2)
$25,000.00(3)
$1.00(3)
------------------------- ------------------------------
-------------------- -----------------------
----------------------
Class 2-X
$329,663,322.00(4)
(5)
$25,000.00(3)
$1.00(3)
------------------------- ------------------------------
-------------------- -----------------------
----------------------
Class PO
$1,008,482.00
(6)
$25,000.00
$1.00
------------------------- ------------------------------
-------------------- -----------------------
----------------------
Class A-R(7)
$100.00
6.00%
(8)
(8)
------------------------- ------------------------------
-------------------- -----------------------
----------------------
Class M
$14,686,900.00
6.00%
$25,000.00
$1.00
------------------------- ------------------------------
-------------------- -----------------------
----------------------
Class B-1
$4,687,500.00
6.00%
$25,000.00
$1.00
------------------------- ------------------------------
-------------------- -----------------------
----------------------
Class B-2
$3,437,500.00
6.00%
$25,000.00
$1.00
------------------------- ------------------------------
-------------------- -----------------------
----------------------
Class B-3
$2,500,000.00
6.00%
$100,000.00
$1.00
------------------------- ------------------------------
-------------------- -----------------------
----------------------
Class B-4
$1,875,000.00
6.00%
$100,000.00
$1.00
------------------------- ------------------------------
-------------------- -----------------------
----------------------
Class B-5
$1,562,517.08
6.00%
$100,000.00
$1.00
------------------------- ------------------------------
-------------------- -----------------------
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</TABLE>
2
<PAGE>
------------------------------
(1) The Class
1-X Certificates will be Notional Amount Certificates, will
have no
Class Certificate Balance and will bear interest on its
Notional
Amount.
(2) The
Pass-Through Rate for the Class 1-X Certificates for the
Interest
Accrual
Period for any Distribution Date will be equal to the excess of
(a) the
weighted average of the Adjusted Net Mortgage Rates of the
Non-Discount Mortgage Loans in Loan Group 1, weighted on the basis
of
the Stated
Principal Balance thereof as of the Due Date in the preceding
calendar
month (after giving effect to Principal Prepayments received in
the
Prepayment Period related to such prior Due Date), over (b)
6.00%.
The
Pass-Through Rate for the Class 1-X Certificates for the
Interest
Accrual
Period for the first Distribution Date is 0.43889% per annum.
(3) Minimum
denomination is based on the Notional Amount of such Class.
(4) The Class
2-X Certificates will be Notional Amount Certificates, will
have no
Class Certificate Balance and will bear interest on its
Notional
Amount.
(5) The
Pass-Through Rate for the Class 2-X Certificates for the
Interest
Accrual
Period for any Distribution Date will be equal to the excess of
(a) the
weighted average of the Adjusted Net Mortgage Rates of the
Non-Discount Mortgage Loans in Loan Group 2, weighted on the basis
of
the Stated
Principal Balance thereof as of the Due Date in the preceding
calendar
month (after giving effect to Principal Prepayments received in
the
Prepayment Period related to such prior Due Date), over (b)
6.00%.
The
Pass-Through Rate for the Class 2-X Certificates for the
Interest
Accrual
Period for the first Distribution Date is 0.41821% per annum.
(6) The Class PO
Certificates are Principal Only Certificates and will not
receive
any distributions of interest.
(7) The Class
A-R Certificates represent the sole Class of residual interest
in the
Master REMIC.
(8) The Class
A-R Certificate shall be issued as two separate certificates,
one with
an initial Certificate Balance of $99.99 and the Tax Matters
Person
Certificate with an initial Certificate Balance of $0.01.
3
<PAGE>
<TABLE>
<CAPTION>
Set forth
below are designations of Classes or Components of Certificates and
other defined terms to
the categories used herein:
<S>
<C>
Accretion Directed Certificates........... None.
Accretion Directed Components............. None.
Accrual Certificates...................... None.
Accrual Components........................ None.
Book-Entry Certificates................... All Classes of Certificates other
than the Physical Certificates.
COFI Certificates......................... None.
Combined Certificates..................... None.
Component Certificates.................... Class PO Certificates.
Components................................ For purposes of calculating
distributions of principal and/or
interest, the Component Certificates, if any, will be
comprised of multiple payment components having the
designations,
Initial Component Balances or Notional Amounts, as applicable,
and
Pass-Through Rates set forth below:
Designation
Initial
Pass-Through Rate
Component Balance
Class PO-1 Component
$466,484
(1)
Class PO-2 Component
$541,998
(1)
(1) This component does not bear interest.
Delay Certificates........................ All interest-bearing Classes of
Certificates other than the Non-Delay
Certificates, if any.
ERISA-Restricted Certificates............. The Residual Certificates and
Private Certificates; until an
ERISA-Qualifying Underwriting has occurred with respect to such
Class, the Class PO, the Class 1-X and Class 2-X Certificates;
and
any Certificate of a Class that ceases to satisfy the
applicable
rating requirement under an Underwriter's Exemption.
Floating Rate Certificates................ None.
Group 1 Certificates...................... Group 1 Senior Certificates and
the portions of the Subordinated
Certificates related to Loan Group 1.
Group 1 Senior Certificates............... Class 1-A-1 and Class 1-X
Certificates and Class PO-1 Component.
Group 2 Certificates...................... Group 2 Senior Certificates and
the portions of the Subordinated
Certificates related to Loan Group 2.
Group 2 Senior Certificates............... Class 2-A-1 and Class 2-X
Certificates and Class PO-2 Component.
4
<PAGE>
Inverse Floating Rate Certificates........ None.
LIBOR Certificates........................ The Floating Rate Certificates and
the Inverse Floating Rate
Certificates.
Non-Delay Certificates.................... LIBOR Certificates.
Notional Amount Certificates.............. Class 1-X and Class 2-X
Certificates.
Notional Amount Components................ None.
Offered Certificates...................... All Classes of Certificates other
than the Private Certificates.
Physical Certificates..................... Private Certificates and the
Residual Certificates.
Planned Principal Classes................. None.
Principal Only Certificates............... Class PO Certificates.
Private Certificates...................... Class B-3, Class B-4 and Class B-5
Certificates.
Rating Agencies........................... Fitch and Moody's.
Regular Certificates...................... All Classes of Certificates, other
than the Residual Certificates.
Residual Certificates..................... Class A-R Certificates.
Scheduled Principal Classes............... None.
Senior Certificate Group.................. The Group 1 Senior Certificates
and the Group 2 Senior Certificates,
as applicable.
Senior Certificates....................... The Group 1 Senior Certificates
and Group 2 Senior Certificates.
Subordinated Certificates................. Class M, Class B-1, Class B-2,
Class B-3, Class B-4 and Class B-5
Certificates.
Targeted Principal Classes................ None.
Underwriter............................... Each of Citigroup Global Markets
Inc. (Senior) and Countrywide
Securities Corporation.
</TABLE>
With respect to any of the foregoing designations as to which
the
corresponding reference is "None," all defined terms and provisions
herein
relating solely to such designations shall be of no force or
effect, and any
calculations herein incorporating references to such designations
shall be
interpreted without reference to such designations and amounts.
Defined terms
and provisions herein relating to statistical rating agencies not
designated
above as Rating Agencies shall be of no force or effect.
5
<PAGE>
If the aggregate Stated Principal Balance of the Initial
Mortgage
Loans in Loan Group 1 on the Closing Date is equal to or greater
than the
aggregate Class Certificate Balance of the Group 1 Certificates as
of such
date or the aggregate Stated Principal Balance of the Initial
Mortgage Loans
in Loan Group 2 on the Closing Date is equal to or greater than the
aggregate
Class Certificate Balance of the Group 2 Certificates as of such
date, all
references herein to "Aggregate Supplemental Purchase Amount",
"Aggregate
Supplemental Transfer Amount", "Capitalized Interest Account",
"Capitalized
Interest Requirement", "Funding Period", "Funding Period
Distribution Date",
"Remaining Non-PO Pre-funded Amount", "Remaining PO Pre-funded
Amount",
"Pre-funded Amount", "Supplemental Cut-off Date", "Pre-funding
Account",
"Supplemental Mortgage Loan", "Supplemental Transfer Agreement"
and
"Supplemental Transfer Date" with respect to Loan Group 1 or Loan
Group 2, as
applicable, shall be of no force or effect and all provisions
herein related
thereto shall similarly be of no force or effect.
6
<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:
Account: Any Escrow Account, the Certificate Account, the
Distribution Account or any other account related to the Trust Fund
or the
Mortgage Loans.
Accretion Directed Certificates: As specified in the
Preliminary
Statement.
Accretion Direction Rule: Not applicable..
Accrual Amount: With respect to any Class of Accrual
Certificates
or any Accrual Component and any Distribution Date prior to the
related
Accrual Termination Date, the amount allocable to interest on such
Class of
Accrual Certificates or Accrual Component with respect to such
Distribution
Date pursuant to Section 4.02(a).
Accrual Certificates: As specified in the Preliminary
Statement.
Accrual Components: As specified in the Preliminary Statement.
Accrual Termination Date: Not applicable.
Additional Designated Information: As defined in Section 11.02.
Adjusted Mortgage Rate: As to each Mortgage Loan, and at any
time,
the per annum rate equal to the Mortgage Rate less the Master
Servicing Fee
Rate.
Adjusted Net Mortgage Rate: As to each Mortgage Loan, and at
any
time, the per annum rate equal to the Mortgage Rate less the sum of
the
Trustee Fee Rate and the Master Servicing Fee Rate. For purposes
of
determining whether any Substitute Mortgage Loan is a Discount
Mortgage Loan
or a Non-Discount Mortgage Loan and for purposes of calculating the
applicable
PO Percentage and the applicable Non-PO Percentage, each Substitute
Mortgage
Loan shall be deemed to have an Adjusted Net Mortgage Rate equal to
the
Adjusted Net Mortgage Rate of the Deleted Mortgage Loan for which
it is
substituted.
Advance: As to a Loan Group, the payment required to be made by
the Master Servicer with respect to any Distribution Date pursuant
to Section
4.01, the amount of any such payment being equal to the aggregate
of payments
of principal and interest (net of the Master Servicing Fee) on the
Mortgage
Loans in such Loan Group that were due on the related Due Date and
not
received by the Master Servicer as of the close of business on the
related
Determination Date, together with an amount equivalent to interest
on each
Mortgage Loan as to which the related Mortgaged Property is an REO
Property
(net of any net income from such REO Property), less the aggregate
amount of
any such delinquent payments that the Master Servicer has
determined would
constitute a Nonrecoverable Advance, if advanced.
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<PAGE>
Aggregate Planned Balance: With respect to any group of Planned
Principal Classes or Components and any Distribution Date, the
amount set
forth for such group for such Distribution Date in Schedule V
hereto.
Aggregate Supplemental Purchase Amount: With respect to any
Supplemental Transfer Date and Loan Group, the "Aggregate
Supplemental
Purchase Amount" identified in the related Supplemental Transfer
Agreement for
that Loan Group, which shall be an estimate of the aggregate Stated
Principal
Balance of the Supplemental Mortgage Loans to be included in that
Loan Group
identified in such Supplemental Transfer Agreement.
Aggregate Supplemental Transfer Amount: With respect to any
Supplemental Transfer Date and Loan Group, the aggregate Stated
Principal
Balance as of the related Supplemental Cut-off Date of the
Supplemental
Mortgage Loans to be included in that Loan Group, as applicable,
conveyed on
such Supplemental Transfer Date, as listed on the revised Mortgage
Loan
Schedule delivered pursuant to Section 2.01(f); provided, however,
that such
amount shall not exceed the amount on deposit in the Pre-funding
Account
allocated to purchasing Supplemental Mortgage Loans for that Loan
Group.
Aggregate Targeted Balance: With respect to any group of
Targeted
Principal Classes or Components and any Distribution Date, the
amount set
forth for such group for such Distribution Date in Schedule V
hereto.
Agreement: This Pooling and Servicing Agreement and all
amendments
or supplements hereto.
Allocable Share: As to any Distribution Date and any Mortgage
Loan
(i) with respect to each Class PO Component, zero, (ii) with
respect to the
Class 1-X and Class 2-X Certificates, (a) the ratio that the
excess, if any,
of the Adjusted Net Mortgage Rate with respect to such Mortgage
Loan, over the
related Required Coupon bears to such Adjusted Net Mortgage Rate or
(b) if the
Adjusted Net Mortgage Rate with respect to such Mortgage Loan does
not exceed
the related Required Coupon, zero and (iii) with respect to each
other Class
of Certificates the product of (a) the lesser of (I) the ratio that
the
related Required Coupon bears to the Adjusted Net Mortgage Rate of
such
Mortgage Loan and (II) one, multiplied by (b) the ratio that the
amount
calculated with respect to such Distribution Date (A) with respect
to the
Senior Certificates of the related Senior Certificate Group (other
than the
related Class PO Component), pursuant to clause (i) of the
definition of Class
Optimal Interest Distribution Amount (without giving effect to any
reduction
of such amount pursuant to Section 4.02(d)) and (B) with respect to
the
Subordinated Certificates, pursuant to the definition of Assumed
Interest
Amount or after a Senior Termination Date pursuant to clause (i) of
the
definition of Class Optimal Interest Distribution Amount (without
giving
effect to any reduction of such amount pursuant to Section 4.02(d))
bears to
the amount calculated with respect to such Distribution Date for
each Class of
Certificates pursuant to clause (i) of the definition of Class
Optimal
Interest Distribution Amount (without giving effect to any
reduction of such
amount pursuant to Section 4.02(d)) or the definition of Assumed
Interest
Amount, as applicable.
Amount Available for Senior Principal: As to any Distribution
Date
and (a) Loan Group 1, the Available Funds for such Distribution
Date and Loan
Group, reduced by the aggregate amount distributable (or allocable
to the
Accrual Amount, if applicable) on such Distribution Date in respect
of
interest on the related Senior Certificates pursuant to Section
4.02(a)(1)(ii)
and (b) Loan Group 2, the Available Funds for such Distribution
Date and Loan
Group, reduced by the aggregate amount distributable (or allocable
to the
Accrual Amount, if applicable) on such Distribution Date in respect
of
interest on the related Senior Certificates pursuant to Section
4.02(a)(2)(ii).
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<PAGE>
Amount Held for Future Distribution: As to any Distribution
Date
and Mortgage Loans in a Loan Group, the aggregate amount held in
the
Certificate Account at the close of business on the related
Determination Date
on account of (i) Principal Prepayments received after the related
Prepayment
Period and Liquidation Proceeds and Subsequent Recoveries received
in the
month of such Distribution Date relating to such Loan Group and
(ii) all
Scheduled Payments due after the related Due Date relating to such
Loan Group.
Applicable Credit Support Percentage: As defined in Section
4.02(e).
Appraised Value: With respect to any Mortgage Loan, the
Appraised
Value of the related Mortgaged Property shall be: (i) with respect
to a
Mortgage Loan other than a Refinancing Mortgage Loan, the lesser of
(a) the
value of the Mortgaged Property based upon the appraisal made at
the time of
the origination of such Mortgage Loan and (b) the sale price of the
Mortgaged
Property at the time of the origination of such Mortgage Loan; (ii)
with
respect to a Refinancing Mortgage Loan other than a Streamlined
Documentation
Mortgage Loan, the value of the Mortgaged Property based upon the
appraisal
made-at the time of the origination of such Refinancing Mortgage
Loan; and
(iii) with respect to a Streamlined Documentation Mortgage Loan,
(a) if the
loan-to-value ratio with respect to the Original Mortgage Loan at
the time of
the origination thereof was 80% or less and the loan amount of the
new
mortgage loan is $650,000 or less, the value of the Mortgaged
Property based
upon the appraisal made at the time of the origination of the
Original
Mortgage Loan and (b) if the loan-to-value ratio with respect to
the Original
Mortgage Loan at the time of the origination thereof was greater
than 80% or
the loan amount of the new loan being originated is greater than
$650,000, the
value of the Mortgaged Property based upon the appraisal (which may
be a
drive-by appraisal) made at the time of the origination of such
Streamlined
Documentation Mortgage Loan.
Assumed Balance: For a Distribution Date and Loan Group, an
amount
equal to the Subordinated Percentage for that Distribution Date
relating to
that Loan Group of the aggregate of the applicable Non-PO
Percentage of the
Stated Principal Balance of each Mortgage Loan in such Loan Group
as of the
Due Date occurring in the month prior to the month of that
Distribution Date
(after giving effect to Principal Prepayments received in the
Prepayment
Period related to such Due Date).
Assumed Interest Amount: With respect to any Distribution Date
and
Class of Subordinated Certificates, one month's interest accrued
during the
related Interest Accrual Period at the Pass-Through Rate for such
Class on the
applicable Assumed Balance immediately prior to that Distribution
Date.
Available Funds: As to any Distribution Date and the Mortgage
Loans in a Loan Group, the sum of (a) the aggregate amount held in
the
Certificate Account at the close of business on the related
Determination
Date, including any Subsequent Recoveries, in respect of such
Mortgage Loans,
net of the related Amount Held for Future Distribution and net of
amounts
permitted to be withdrawn from the Certificate Account pursuant to
clauses (i)
- (viii), inclusive, of Section 3.08(a) in respect of such Mortgage
Loans and
amounts permitted to be withdrawn from the Distribution Account
pursuant to
clauses (i) - (v), inclusive, of Section 3.08(b) in respect of such
Mortgage
Loans, (b) the amount of the related Advance, (c) in connection
with Defective
Mortgage Loans in such Loan Group, as applicable, the aggregate of
the
Purchase Prices and Substitution Adjustment Amounts deposited on
the related
Distribution Account Deposit Date, (d) on each Funding Period
Distribution
Date, the amount, if any, transferred from the Capitalized Interest
Account in
respect of the Capitalized Interest Requirement with respect to the
Mortgage
Loans in that Loan Group, and (e) on the last Funding Period
Distribution
Date, the amount, if any, transferred from the Pre-funding
Account
representing the Remaining Non-PO Pre-funded Amount for that Loan
Group and
the Remaining PO Pre-funded Amount for that Loan Group, if any;
provided,
however, that on a Senior Termination Date, Available Funds with
respect to
the Loan
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<PAGE>
Group relating to the remaining Senior Certificate Group shall
include the
Available Funds from the other Loan Groups after all distributions
are made on
the Senior Certificates of the other Senior Certificate Group or
Groups and on
any Distribution Date thereafter, Available Funds shall be
calculated based
upon all the Mortgage Loans in the Mortgage Pool, as opposed to the
Mortgage
Loans in the related Loan Group.
Bankruptcy Code: The United States Bankruptcy Reform Act of
1978,
as amended.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) a Saturday or a Sunday, or
(ii) a day on which banking institutions in the City of New York,
New York, or
the States of California or Texas or the city in which the
Corporate Trust
Office of the Trustee is located are authorized or obligated by law
or
executive order to be closed.
Calculation Rate: For each Distribution Date, the product of
(i)
10 and (ii) the weighted average rate of the outstanding Class A
and Class B
Interests, treating each Class A Interest as having an interest
rate of 0.00%
per annum.
Capitalized Interest Account: The separate Eligible Account
designated as such and created and maintained by the Trustee
pursuant to
Section 3.05(h) hereof. The Capitalized Interest Account shall be
treated as
an "outside reserve fund" under applicable Treasury regulations and
shall not
be part of the REMIC. Except as provided in Section 3.05(h) hereof,
any
investment earnings on the amounts on deposit in the Capitalized
Interest
Account shall be treated as owned by the Depositor and will be
taxable to the
Depositor.
Capitalized Interest Requirement: With respect to each Funding
Period Distribution Date and Loan Group, the excess, if any, of (a)
the sum of
(1) the amount calculated pursuant to clause (i) of the definition
of Class
Optimal Interest Distribution Amount for each Class of
Certificates
(including, with respect to the Subordinated Certificates, the
related Assumed
Balance of each such Class) in the Certificate Group related to
such Loan
Group for such Distribution Date, plus (2) the Trustee Fee, over
(b) with
respect to each Mortgage Loan in that Loan Group, (1) 1/12 of the
product of
the related Adjusted Mortgage Rate and the related Stated Principal
Balance as
of the related Due Date (prior to giving effect to any Scheduled
Payment due
on such Mortgage Loan on such Due Date) minus (2) any related
reductions
required by Section 4.02(d) hereof minus (3) the related Excess
Master
Servicing Fee. On the Closing Date, the amount deposited in the
Capitalized
Interest Account shall be $813.98.
Certificate: Any one of the Certificates executed by the
Trustee
in substantially the forms attached hereto as exhibits.
Certificate Account: The separate Eligible Account or Accounts
created and maintained by the Master Servicer pursuant to Section
3.05 with a
depository institution, initially Countrywide Bank, N.A., in the
name of the
Master Servicer for the benefit of the Trustee on behalf of
Certificateholders
and designated "Countrywide Home Loans Servicing LP, in trust for
the
registered holders of Alternative Loan Trust 2006-33CB, Mortgage
Pass-Through
Certificates, Series 2006-33CB."
Certificate Balance: With respect to any Certificate at any
date
(other than the Notional Amount Certificates), the maximum dollar
amount of
principal to which the Holder thereof is then entitled hereunder,
such amount
being equal to the Denomination thereof (A) plus any increase in
the
Certificate Balance of each Certificate pursuant to Section 4.02
due to the
receipt of Subsequent
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<PAGE>
Recoveries, (B) minus the sum of (i) all distributions of principal
previously
made with respect thereto and (ii) all Realized Losses allocated
thereto and,
in the case of the Subordinated Certificates, all other reductions
in
Certificate Balance previously allocated thereto pursuant to
Section 4.04 and
(C) in the case of any Class of Accrual Certificates, increased by
the Accrual
Amount added to the Class Certificate Balance of such Class prior
to such
date. The Notional Amount Certificates have no Certificate
Balances.
Certificate Group: The Group 1 Certificates or the Group 2
Certificates, as the context requires.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Book-Entry Certificate.
For the
purposes of this Agreement, in order for a Certificate Owner to
enforce any of
its rights hereunder, it shall first have to provide evidence of
its
beneficial ownership interest in a Certificate that is reasonably
satisfactory
to the Trustee, the Depositor, and/or the Master Servicer, as
applicable.
Certificate Register: The register maintained pursuant to
Section
5.02 hereof.
Certificateholder or Holder: The person in whose name a
Certificate is registered in the Certificate Register, except that,
solely for
the purpose of giving any consent pursuant to this Agreement, any
Certificate
registered in the name of the Depositor or any affiliate of the
Depositor
shall be deemed not to be Outstanding and the Percentage Interest
evidenced
thereby shall not be taken into account in determining whether the
requisite
amount of Percentage Interests necessary to effect such consent has
been
obtained; provided, however, that if any such Person (including the
Depositor)
owns 100% of the Percentage Interests evidenced by a Class of
Certificates,
such Certificates shall be deemed to be Outstanding for purposes of
any
provision hereof (other than the second sentence of Section 10.01
hereof) that
requires the consent of the Holders of Certificates of a particular
Class as a
condition to the taking of any action hereunder. The Trustee is
entitled to
rely conclusively on a certification of the Depositor or any
affiliate of the
Depositor in determining which Certificates are registered in the
name of an
affiliate of the Depositor.
Certification Party: As defined in Section 11.05.
Certifying Person: As defined in Section 11.05.
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class Certificate Balance: With respect to any Class and as to
any
date of determination, the aggregate of the Certificate Balances of
all
Certificates of such Class as of such date.
Class Interest Shortfall: As to any Distribution Date and
Class,
the amount by which the amount described in clause (i) of the
definition of
Class Optimal Interest Distribution Amount for such Class exceeds
the amount
of interest actually distributed on such Class on such Distribution
Date
pursuant to such clause (i).
Class Optimal Interest Distribution Amount: With respect to any
Distribution Date and interest bearing Class or, with respect to
any
interest-bearing Component, the sum of (i) one month's interest
accrued during
the related Interest Accrual Period at the Pass-Through Rate for
such Class on
the related Class Certificate Balance, Component Balance, Notional
Amount or
Component Notional Amount, as applicable, immediately prior to
such
Distribution Date, subject to reduction as provided in Section
4.02(d) and
(ii) any Class Unpaid Interest Amounts for such Class or
Component.
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<PAGE>
Class PO Component: The Class PO-1 or Class PO-2 Component, as
applicable.
Class PO Deferred Amount: As to any Distribution Date and Loan
Group, the aggregate of the applicable PO Percentage of each
Realized Loss on
a Discount Mortgage Loan in that Loan Group to be allocated to the
related
Class PO Component on such Distribution Date on or prior to the
related Senior
Credit Support Depletion Date or previously allocated to such Class
PO
Component and not yet paid to the Holders of the Class PO
Certificates.
Class Subordination Percentage: With respect to any
Distribution
Date and each Class of Subordinated Certificates, the quotient
(expressed as a
percentage) of (a) the Class Certificate Balance of such Class of
Subordinated
Certificates immediately prior to such Distribution Date divided by
(b) the
aggregate of the Class Certificate Balances immediately prior to
such
Distribution Date of all Classes of Certificates.
Class Unpaid Interest Amounts: As to any Distribution Date and
Class of interest bearing Certificates, the amount by which the
aggregate
Class Interest Shortfalls for such Class on prior Distribution
Dates exceeds
the amount distributed on such Class on prior Distribution Dates
pursuant to
clause (ii) of the definition of Class Optimal Interest
Distribution Amount.
Closing Date: September 29, 2006.
Code: The Internal Revenue Code of 1986, including any
successor
or amendatory provisions.
COFI: The Monthly Weighted Average Cost of Funds Index for the
Eleventh District Savings Institutions published by the Federal
Home Loan Bank
of San Francisco.
COFI Certificates: As specified in the Preliminary Statement.
Commission: The U.S. Securities and Exchange Commission.
Combined Certificates: As specified in the Preliminary
Statement.
Combined Certificates Payment Rule: Not applicable.
Compensating Interest: As to any Distribution Date and Loan
Group
an amount equal to the product of one-twelfth of 0.125% and the
aggregate
Stated Principal Balance of the Mortgage Loans in such Loan Group
as of the
Due Date in the prior calendar month.
Component: As specified in the Preliminary Statement.
Component Balance: With respect to any Component and any
Distribution Date, the Initial Component Balance thereof on the
Closing Date,
(A) plus any increase in the Component Balance of such Component
pursuant to
Section 4.02 due to the receipt of Subsequent Recoveries, (B) minus
the sum of
all amounts applied in reduction of the principal balance of such
Component
and Realized Losses allocated thereto on previous Distribution
Dates.
Component Certificates: As specified in the Preliminary
Statement.
Component Notional Amount: Not applicable.
Coop Shares: Shares issued by a Cooperative Corporation.
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<PAGE>
Cooperative Corporation: The entity that holds title (fee or an
acceptable leasehold estate) to the real property and
improvements
constituting the Cooperative Property and which governs the
Cooperative
Property, which Cooperative Corporation must qualify as a
Cooperative Housing
Corporation under Section 216 of the Code.
Cooperative Loan: Any Mortgage Loan secured by Coop Shares and
a
Proprietary Lease.
Cooperative Property: The real property and improvements owned
by
the Cooperative Corporation, including the allocation of individual
dwelling
units to the holders of the Coop Shares of the Cooperative
Corporation.
Cooperative Unit: A single family dwelling located in a
Cooperative Property.
Corporate Trust Office: The designated office of the Trustee in
the State of New York at which at any particular time its corporate
trust
business with respect to this Agreement shall be administered,
which office at
the date of the execution of this Agreement is located at 101
Barclay Street,
8W, New York, New York 10286 (Attn: Mortgage-Backed Securities
Group, CWALT,
Inc. Series 2006-33CB), facsimile no. (212) 815-3986, and which is
the address
to which notices to and correspondence with the Trustee should be
directed.
Countrywide: Countrywide Home Loans, Inc., a New York
corporation,
and its successors and assigns in its capacity as the seller of
the
Countrywide Mortgage Loans to the Depositor.
Countrywide Mortgage Loans: The Mortgage Loans identified as
such
on the Mortgage Loan Schedule for which Countrywide is the
applicable Seller.
Cut-off Date: With respect to any Initial Mortgage Loan, the
Initial Cut-off Date. With respect to any Supplemental Mortgage
Loan, the
related Supplemental Cut-off Date.
Cut-off Date Pool Principal Balance: An amount equal to the sum
of
(x) the Initial Cut-off Date Pool Principal Balance plus (y) the
amount, if
any, deposited in the Pre-funding Account on the Closing Date.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
Stated Principal Balance thereof as of the close of business on the
Cut-off
Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding
under the
Bankruptcy Code in the Scheduled Payment for such Mortgage Loan
which became
final and non-appealable, except such a reduction resulting from a
Deficient
Valuation or any reduction that results in a permanent forgiveness
of
principal.
Defective Mortgage Loan: Any Mortgage Loan which is required to
be
repurchased pursuant to Section 2.02 or 2.03.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged
Property in an
amount less than the then-outstanding indebtedness under the
Mortgage Loan, or
any reduction in the amount of principal to be paid in connection
with any
Scheduled Payment that results in a permanent forgiveness of
principal, which
valuation or reduction results from an order of such court which is
final and
non-appealable in a proceeding under the Bankruptcy Code.
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<PAGE>
Definitive Certificates: Any Certificate evidenced by a
Physical
Certificate and any Certificate issued in lieu of a Book-Entry
Certificate
pursuant to Section 5.02(e).
Delay Certificates: As specified in the Preliminary Statement.
Delay Delivery Certification: As defined in Section 2.02(a)
hereof.
Delay Delivery Mortgage Loans: The Mortgage Loans for which all
or
a portion of a related Mortgage File is not delivered to the
Trustee on the
Closing Date or Supplemental Transfer Date, as applicable. The
number of Delay
Delivery Mortgage Loans shall not exceed 50% of the aggregate
number of
Initial Mortgage Loans in each Loan Group as of the Closing Date
and 90% of
the Supplemental Mortgage Loans in each Loan Group conveyed on the
related
Supplemental Transfer Date. To the extent that Countrywide Home
Loans
Servicing LP shall be in possession of any Mortgage Files with
respect to any
Delay Delivery Mortgage Loan, until delivery of such Mortgage File
to the
Trustee as provided in Section 2.01, Countrywide Home Loans
Servicing LP shall
hold such files as Master Servicer hereunder, as agent and in trust
for the
Trustee.
Deleted Mortgage Loan: As defined in Section 2.03(c) hereof.
Denomination: With respect to each Certificate, the amount set
forth on the face thereof as the "Initial Certificate Balance of
this
Certificate" or the "Initial Notional Amount of this Certificate"
or, if
neither of the foregoing, the Percentage Interest appearing on the
face
thereof.
Depositor: CWALT, Inc., a Delaware corporation, or its
successor
in interest.
Depository: The initial Depository shall be The Depository
Trust
Company, the nominee of which is CEDE & Co., as the registered
Holder of the
Book-Entry Certificates. The Depository shall at all times be a
"clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform
Commercial Code
of the State of New York.
Depository Participant: A broker, dealer, bank or other
financial
institution or other Person for whom from time to time a Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
Determination Date: As to any Distribution Date, the 22nd day
of
each month or if such 22nd day is not a Business Day the next
preceding
Business Day; provided, however, that if such 22nd day or such
Business Day,
whichever is applicable, is less than two Business Days prior to
the related
Distribution Date, the Determination Date shall be the first
Business Day
which is two Business Days preceding such Distribution Date.
Discount Mortgage Loan: Any Mortgage Loan in a Loan Group with
an
Adjusted Net Mortgage Rate that is less than the Required Coupon
for that Loan
Group.
Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05 in the name of
the Trustee
for the benefit of the Certificateholders and designated "The Bank
of New York
in trust for registered holders of Alternative Loan Trust
2006-33CB, Mortgage
Pass-Through Certificates, Series 2006-33CB." Funds in the
Distribution
Account shall be held in trust for the Certificateholders for the
uses and
purposes set forth in this Agreement.
Distribution Account Deposit Date: As to any Distribution Date,
12:30 p.m. Pacific time on the Business Day immediately preceding
such
Distribution Date.
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<PAGE>
Distribution Date: The 25th day of each calendar month after
the
initial issuance of the Certificates, or if such 25th day is not a
Business
Day, the next succeeding Business Day, commencing in October
2006.
Due Date: With respect to any Distribution Date, the related
Due
Date is the first day of the month in which that Distribution Date
occurs.
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 short-term unsecured debt obligations of which (or, in
the case
of a depository institution or trust company that is the principal
subsidiary
of a holding company, the debt obligations of such holding company)
have the
highest short-term ratings of Moody's or Fitch and one of the two
highest
short-term ratings of S&P, if S&P is a Rating Agency, at
the time any amounts
are held on deposit therein, or (ii) an account or accounts in a
depository
institution or trust company in which such accounts are insured by
the FDIC
(to the limits established by the FDIC) and the uninsured deposits
in which
accounts are otherwise secured such that, as evidenced by an
Opinion of
Counsel delivered to the Trustee and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such
account or a
perfected first priority security interest against any collateral
(which shall
be limited to Permitted Investments) securing such funds that is
superior to
claims of any other depositors or creditors of the depository
institution or
trust company in which such account is maintained, or (iii) a trust
account or
accounts maintained with (a) the trust department of a federal or
state
chartered depository institution or (b) a trust company, acting in
its
fiduciary capacity or (iv) any other account acceptable to each
Rating Agency.
Eligible Accounts may bear interest, and may include, if otherwise
qualified
under this definition, accounts maintained with the Trustee.
Eligible Repurchase Month: As defined in Section 3.11 hereof.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that meets the requirements of
the
Underwriter's Exemption.
ERISA-Restricted Certificate: As specified in the Preliminary
Statement.
Escrow Account: The Eligible Account or Accounts established
and
maintained pursuant to Section 3.06(a) hereof.
Event of Default: As defined in Section 7.01 hereof.
Excess Proceeds: With respect to any Liquidated Mortgage Loan,
the
amount, if any, by which the sum of any Liquidation Proceeds
received with
respect to such Mortgage Loan during the calendar month in which
such Mortgage
Loan became a Liquidated Mortgage Loan plus any Subsequent
Recoveries received
with respect to such Mortgage Loan, net of any amounts previously
reimbursed
to the Master Servicer as Nonrecoverable Advance(s) with respect to
such
Mortgage Loan pursuant to Section 3.08(a)(iii), exceeds (i) the
unpaid
principal balance of such Liquidated Mortgage Loan as of the Due
Date in the
month in which such Mortgage Loan became a Liquidated Mortgage Loan
plus (ii)
accrued interest at the Mortgage Rate from the Due Date as to which
interest
was last paid or advanced (and not reimbursed) to
Certificateholders up to the
Due Date applicable to the Distribution Date immediately following
the
calendar month during which such liquidation occurred.
I-9
<PAGE>
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 Rate: As to each Mortgage Loan, the sum of the Master
Servicing Fee Rate and the Trustee Fee Rate.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under
Title III of
the Emergency Home Finance Act of 1970, as amended, or any
successor thereto.
Final Certification: As defined in Section 2.02(a) hereof.
FIRREA: The Financial Institutions Reform, Recovery, and
Enforcement Act of 1989.
Fitch: Fitch, Inc., or any successor thereto. If Fitch is
designated as a Rating Agency in the Preliminary Statement, for
purposes of
Section 10.05(b) the address for notices to Fitch shall be Fitch,
Inc., One
State Street Plaza, New York, New York 10004, Attention:
Residential Mortgage
Surveillance Group, or such other address as Fitch may hereafter
furnish to
the Depositor and the Master Servicer.
FNMA: The Federal National Mortgage Association, a federally
chartered and privately owned corporation organized and existing
under the
Federal National Mortgage Association Charter Act, or any successor
thereto.
Form 10-D Disclosure Item: With respect to any Person, any
material litigation or governmental proceedings pending against
such Person,
or against any of the Trust Fund, the Depositor, the Trustee, the
co-trustee,
the Master Servicer or any Subservicer if such Person has actual
knowledge
thereof.
Form 10-K Disclosure Item: With respect to any Person, (a) any
Form 10-D Disclosure Item and (b) any affiliations or relationships
between
such Person and any Item 1119 Party.
Funding Period: The period from the Closing Date until the
earliest of (i) the date on which the amount on deposit in the
Pre-funding
Account is less than $150,000, (ii) an Event of Default occurs and
(iii)
October 31, 2006.
Funding Period Distribution Date: Each Distribution Date during
the Funding Period and, if the Funding Period ends after the
Distribution Date
in a month, the immediately succeeding Distribution Date.
Group 1 Senior Certificates: As specified in the Preliminary
Statement.
Group 2 Senior Certificates: As specified in the Preliminary
Statement.
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<PAGE>
Index: With respect to any Interest Accrual Period for the COFI
Certificates, if any, the then-applicable index used by the Trustee
pursuant
to Section 4.07 to determine the applicable Pass-Through Rate for
such
Interest Accrual Period for the COFI Certificates.
Indirect Participant: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a
custodial
relationship with a Depository Participant.
Initial Certification:
As defined in Section 2.02(a) hereof.
Initial Component Balance: As specified in the Preliminary
Statement.
Initial Cut-off Date: With respect to any Initial Mortgage
Loan,
the later of (i) the date of origination of such Mortgage Loan and
(ii)
September 1, 2006.
Initial Cut-off Date Pool Principal Balance: $624,846,739.29.
Initial Mortgage Loan: As to any Mortgage Loan conveyed to the
Trust Fund on the Closing Date pursuant to this Agreement as
identified on the
Mortgage Loan Schedule delivered to the Trustee on the Closing
Date.
Insurance Policy: With respect to any Mortgage Loan included in
the Trust Fund, any insurance policy, including all riders and
endorsements
thereto in effect, including any replacement policy or policies for
any
Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in
such
Insurance Proceeds in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or
any
other insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: With respect to each Class of Delay
Certificates, its corresponding Lower Tier REMIC Regular Interest
and any
Distribution Date, the calendar month prior to the month of such
Distribution
Date. With respect to any Class of Non-Delay Certificates, its
corresponding
Lower Tier REMIC Regular Interest and any Distribution Date, the
one month
period commencing on the 25th day of the month preceding the month
in which
such Distribution Date occurs and ending on the 24th day of the
month in which
such Distribution Date occurs.
Interest Determination Date: With respect to (a) any Interest
Accrual Period for any LIBOR Certificates and (b) any Interest
Accrual Period
for the COFI Certificates for which the applicable Index is LIBOR,
the second
Business Day prior to the first day of such Interest Accrual
Period.
Item 1119 Party: The Depositor, any Seller, the Master
Servicer,
the Trustee, any Subservicer, the Corridor Contract Counterparty,
any
originator identified in the Prospectus Supplement and any other
material
transaction party, as identified in Exhibit X hereto, as updated
pursuant to
Section 11.04.
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.
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<PAGE>
Lender PMI Mortgage Loan: Certain Mortgage Loans as to which
the
lender (rather than the borrower) acquires the Primary Insurance
Policy and
charges the related borrower an interest premium.
LIBOR: The London interbank offered rate for one-month United
States dollar deposits calculated in the manner described in
Section 4.08.
Limited Exchange Act Reporting Obligations: The obligations of
the
Master Servicer under Section 3.16(b), Section 6.02 and Section
6.04 with
respect to notice and information to be provided to the Depositor
and Article
XI (except Section 11.07(a)(1) and (2)).
LIBOR Certificates: As specified in the Preliminary Statement.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan (including any REO Property) which was
liquidated in
the calendar month preceding the month of such Distribution Date
and as to
which the Master Servicer has determined (in accordance with this
Agreement)
that it has received all amounts it expects to receive in
connection with the
liquidation of such Mortgage Loan, including the final disposition
of an REO
Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of
defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or
otherwise
or amounts received in connection with any condemnation or partial
release of
a Mortgaged Property and any other proceeds received in connection
with an REO
Property, less the sum of related unreimbursed Master Servicing
Fees,
Servicing Advances and Advances.
Loan Group: Any of Loan Group 1 or Loan Group 2, as applicable.
Loan Group 1: All Mortgage Loans identified as Loan Group 1
Mortgage Loans on the Mortgage Loan Schedule.
Loan Group 2: All Mortgage Loans identified as Loan Group 2
Mortgage Loans on the Mortgage Loan Schedule.
Loan Group Principal Balance: As to any Distribution Date and
Loan
Group, the aggregate Stated Principal Balance of the Mortgage Loans
in that
Loan Group as of the Due Date in the month preceding the month of
the
Distribution Date (after giving effect to Principal Prepayments
received in
the Prepayment Period related to such prior Due Date), plus, the
amount, if
any, on deposit in the Pre-funding Account with respect to that
Loan Group.
Loan-to-Value Ratio: With respect to any Mortgage Loan and as
to
any date of determination, the fraction (expressed as a percentage)
the
numerator of which is the principal balance of the related Mortgage
Loan at
such date of determination and the denominator of which is the
Appraised Value
of the related Mortgaged Property.
Lost Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Maintenance: With respect to any Cooperative Unit, the rent
paid
by the Mortgagor to the Cooperative Corporation pursuant to the
Proprietary
Lease.
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<PAGE>
Majority in Interest: As to any Class of Regular Certificates,
the
Holders of Certificates of such Class evidencing, in the aggregate,
at least
51% of the Percentage Interests evidenced by all Certificates of
such Class.
Master REMIC: As described in the Preliminary Statement.
Master Servicer: Countrywide Home Loans Servicing LP, a Texas
limited partnership, and its successors and assigns, in its
capacity as master
servicer hereunder.
Master Servicer Advance Date: As to any Distribution Date,
12:30
p.m. Pacific time on the Business Day immediately preceding such
Distribution
Date.
Master Servicing Fee: As to each Mortgage Loan and any
Distribution Date, an amount payable out of each full payment of
interest
received on such Mortgage Loan and equal to one-twelfth of the
Master
Servicing Fee Rate multiplied by the Stated Principal Balance of
such Mortgage
Loan as of the Due Date in the month preceding the month of such
Distribution
Date, subject to reduction as provided in Section 3.14.
Master Servicing Fee Rate: With respect to each Mortgage Loan,
0.250% per annum.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under the laws of the State of
Delaware, or
any successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on
the
MERS System.
MERS (R) System: The system of recording transfers of mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage
Loan.
MOM Loan: Any Mortgage Loan as to which MERS is acting as
mortgagee, solely as nominee for the originator of such Mortgage
Loan and its
successors and assigns.
Monthly Statement: The statement delivered to the
Certificateholders pursuant to Section 4.06.
Moody's: Moody's Investors Service, Inc., or any successor
thereto. If Moody's is designated as a Rating Agency in the
Preliminary
Statement, for purposes of Section 10.05(b) the address for notices
to Moody's
shall be Moody's Investors Service, Inc., 99 Church Street, New
York, New York
10007, Attention: Residential Pass-Through Monitoring, or such
other address
as Moody's may hereafter furnish to the Depositor or the Master
Servicer.
Mortgage: The mortgage, deed of trust or other instrument
creating
a first lien on an estate in fee simple or leasehold interest in
real property
securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01
hereof pertaining to a particular Mortgage Loan and any additional
documents
delivered to the Trustee to be added to the Mortgage File pursuant
to this
Agreement.
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<PAGE>
Mortgage Loans: Such of the mortgage loans as from time to time
are transferred and assigned to the Trustee pursuant to the
provisions hereof
or any Supplemental Transfer Agreement and that are held as a part
of the
Trust Fund (including any REO Property), the mortgage loans so held
being
identified in the Mortgage Loan Schedule, notwithstanding
foreclosure or other
acquisition of title of the related Mortgaged Property.
Mortgage Loan Schedule: The list of Mortgage Loans (as from
time
to time amended by the Master Servicer to reflect the addition of
Substitute
Mortgage Loans, the addition of any Supplemental Mortgage Loans
pursuant to
the provisions of this Agreement and any Supplemental Transfer
Agreement and
the deletion of Deleted Mortgage Loans pursuant to the provisions
of this
Agreement) transferred to the Trustee as part of the Trust Fund and
from time
to time subject to this Agreement, attached hereto as Schedule I,
setting
forth the following information with respect to each Mortgage Loan
by Loan
Group:
(i) the
loan number;
(ii) the
Mortgagor's name and the street address of the
Mortgaged Property, including the zip code;
(iii) the maturity
date;
(iv) the
original principal balance;
(v) the
Cut-off Date Principal Balance;
(vi) the first
payment date of the Mortgage Loan;
(vii) the Scheduled
Payment in effect as of the Cut-off Date;
(viii) the Loan-to-Value Ratio at origination;
(ix) a code
indicating whether the residential dwelling at the
time of origination was represented to be owner-occupied;
(x) a code
indicating whether the residential dwelling is
either (a) a detached single family dwelling (b) a dwelling
in a de minimis PUD, (c) a condominium unit or PUD (other
than a de minimis PUD), (d) a two- to four-unit residential
property or (e) a Cooperative Unit;
(xi) the
Mortgage Rate;
(xii) a code
indicating whether the Mortgage Loan is a
Countrywide Mortgage Loan, a Park Granada Mortgage Loan, a
Park Monaco Mortgage Loan or a Park Sienna Mortgage Loan;
(xiii) a code indicating whether the Mortgage Loan is a Lender
PMI
Mortgage Loan and, in the case of any Lender PMI Mortgage
Loan, a percentage representing the amount of the related
interest premium charged to the borrower;
(xiv) the purpose for
the Mortgage Loan;
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<PAGE>
(xv) the type of
documentation program pursuant to which the
Mortgage Loan was originated;
(xvi) [reserved];
and
(xvii) a code indicating whether the Mortgage Loan is a MERS
Mortgage Loan.
Such
schedule shall also set forth the total of the amounts
described
under (iv) and (v) above for all of the Mortgage Loans and for each
Loan Group
and in the aggregate. Countrywide shall update the Mortgage Loan
Schedule in
connection with each Supplemental Transfer Agreement within a
reasonable
period of time after delivery to it of the Schedule of Supplemental
Mortgage
Loans attached to the related Supplemental Transfer Agreement as
Schedule A
thereto.
Mortgage Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage Loan.
Mortgage Rate: The annual rate of interest borne by a Mortgage
Note from time to time, net of any interest premium charged by the
mortgagee
to obtain or maintain any Primary Insurance Policy.
Mortgaged Property: The underlying property securing a Mortgage
Loan, which, with respect to a Cooperative Loan, is the related
Coop Shares
and Proprietary Lease.
Mortgagor: The obligor(s) on a Mortgage Note.
National Cost of Funds Index: The National Monthly Median Cost
of
Funds Ratio to SAIF-Insured Institutions published by the Office of
Thrift
Supervision.
Net Prepayment Interest Shortfalls: As to any Distribution Date
and Loan Group, the amount by which the aggregate of Prepayment
Interest
Shortfalls for such Loan Group exceeds an amount equal to the sum
of (a) the
Compensating Interest for such Loan Group and Distribution Date and
(b) the
excess, if any, of the Compensating Interest for the other Loan
Group for such
Distribution Date over Prepayment Interest Shortfalls experienced
by the
Mortgage Loans in such other Loan Group.
Non-Delay Certificates: As specified in the Preliminary
Statement.
Non-Discount Mortgage Loan: Any Mortgage Loan in a Loan Group
with
an Adjusted Net Mortgage Rate that is greater than or equal to the
Required
Coupon for such Loan Group.
Non-PO Formula Principal Amount: As to any Distribution Date
and
Loan Group, the sum of (i) the sum of the applicable Non-PO
Percentage of (a)
the principal portion of each Scheduled Payment (without giving
effect to any
reductions thereof caused by any Debt Service Reductions or
Deficient
Valuations) due on each Mortgage Loan in the related Loan Group on
the related
Due Date, (b) the Stated Principal Balance of each Mortgage Loan in
the
related Loan Group that was repurchased by a Seller or purchased by
the Master
Servicer pursuant to this Agreement as of such Distribution Date,
(c) the
Substitution Adjustment Amount in connection with any Deleted
Mortgage Loan in
such Loan Group received with respect to such Distribution Date,
(d) any
Insurance Proceeds or Liquidation Proceeds allocable to recoveries
of
principal of Mortgage Loans in the related Loan Group that are not
yet
Liquidated Mortgage Loans received during the calendar month
preceding the
month of such Distribution Date, (e) with respect to each Mortgage
Loan in a
Loan Group that became a Liquidated Mortgage Loan during the
calendar month
preceding the month of such Distribution Date, the amount of the
Liquidation
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<PAGE>
Proceeds allocable to principal received during the calendar month
preceding
the month of such Distribution Date with respect to such Mortgage
Loan and (f)
all Principal Prepayments for such Loan Group received during the
related
Prepayment Period, (ii) (A) any Subsequent Recoveries for such Loan
Group
received during the calendar month preceding the month of such
Distribution
Date, or (B) with respect to Subsequent Recoveries attributable to
a Discount
Mortgage Loan in such Loan Group which incurred a Realized Loss
after the
Senior Credit Support Depletion Date, the Non-PO Percentage of any
Subsequent
Recoveries received during the calendar month preceding the month
of such
Distribution Date and (iii) with respect to the last Funding
Period
Distribution Date, the Remaining Non-PO Pre-funded Amount allocated
to such
Loan Group.
Non-PO Percentage: As to any Discount Mortgage Loan in a Loan
Group, a fraction (expressed as a percentage) the numerator of
which is the
Adjusted Net Mortgage Rate of such Discount Mortgage Loan and the
denominator
of which is the Required Coupon for such Loan Group. As to any
Non-Discount
Mortgage Loan, 100%.
Nonrecoverable Advance: Any portion of an Advance previously
made
or proposed to be made by the Master Servicer that, in the good
faith judgment
of the Master Servicer, will not be ultimately recoverable by the
Master
Servicer from the related Mortgagor, related Liquidation Proceeds,
Subsequent
Recoveries or otherwise.
Notice of Final Distribution: The notice to be provided
pursuant
to Section 9.02 to the effect that final distribution on any of
the
Certificates shall be made only upon presentation and surrender
thereof.
Notional Amount: With respect to any Distribution Date and (i)
the
Class 1-X Certificates, an amount equal to the aggregate of the
Stated
Principal Balances of the Non-Discount Mortgage Loans in Loan Group
1 as of
the Due Date in the preceding calendar month (after giving effect
to Principal
Prepayments received in the Prepayment Period related to such Due
Date) and
(ii) the Class 2-X Certificates, an amount equal to the aggregate
of the
Stated Principal Balances of the Non-Discount Mortgage Loans in
Loan Group 2
as of the Due Date in the preceding calendar month (after giving
effect to
Principal Prepayments received in the Prepayment Period related to
such Due
Date).
Notional Amount Certificates: As specified in the Preliminary
Statement.
Offered Certificates: As specified in the Preliminary
Statement.
Officer's Certificate: A certificate (i) in the case of the
Depositor, signed by the Chairman of the Board, the Vice Chairman
of the
Board, the President, a Managing Director, a Vice President
(however
denominated), an Assistant Vice President, the Treasurer, the
Secretary, or
one of the Assistant Treasurers or Assistant Secretaries of the
Depositor,
(ii) in the case of the Master Servicer, signed by the President,
an Executive
Vice President, a Vice President, an Assistant Vice President, the
Treasurer,
or one of the Assistant Treasurers or Assistant Secretaries of
Countrywide GP,
Inc., its general partner, (iii) if provided for in this Agreement,
signed by
a Servicing Officer, as the case may be, and delivered to the
Depositor and
the Trustee, as the case may be, as required by this Agreement or
(iv) in the
case of any other Person, signed by an authorized officer of such
Person.
Opinion of Counsel: A written opinion of counsel, who may be
counsel for a Seller, the Depositor or the Master Servicer,
including,
in-house counsel, reasonably acceptable to the Trustee; provided,
however,
that with respect to the interpretation or application of the
REMIC
Provisions, such counsel must (i) in fact be independent of a
Seller, the
Depositor and the Master Servicer, (ii) not have any direct
financial interest
in a Seller, the Depositor or the Master Servicer or in any
affiliate thereof,
and
I-16
<PAGE>
(iii) not be connected with a Seller, the Depositor or the Master
Servicer as
an officer, employee, promoter, underwriter, trustee, partner,
director or
person performing similar functions.
Optional Termination: The termination of the trust created
hereunder in connection with the purchase of the Mortgage Loans
pursuant to
Section 9.01(a) hereof.
Original Applicable Credit Support Percentage: With respect to
each of the following Classes of Certificates, the corresponding
percentage
described below, as of the Closing Date:
Class M...................... 4.60%
Class B-1.................... 2.25%
Class B-2.................... 1.50%
Class B-3.................... 0.95%
Class B-4.................... 0.55%
Class B-5.................... 0.25%
Original Mortgage Loan: The mortgage loan refinanced in
connection
with the origination of a Refinancing Mortgage Loan.
Original Subordinate Principal Balance: On or prior to a Senior
Termination Date, the Subordinated Percentage for a Loan Group of
the
aggregate of the applicable Non-PO Percentage of the Stated
Principal Balances
of the Mortgage Loans in such Loan Group, in each case as of the
Cut-off Date;
or if such date is after a Senior Termination Date, the aggregate
of the Class
Certificate Balances of the Subordinated Certificates as of the
Closing Date.
OTS: The Office of Thrift Supervision.
Outside Reference Date: As to any Interest Accrual Period for
the
COFI Certificates, the close of business on the tenth day
thereof.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except:
(i) Certificates theretofore canceled by the Trustee or
delivered
to the Trustee for cancellation; and
(ii) Certificates in exchange for which or in lieu of which
other
Certificates have been executed and delivered by the Trustee
pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan
with a Stated Principal Balance greater than zero, which was not
the subject
of a Principal Prepayment in Full prior to such Due Date or during
the
Prepayment Period related to such Due Date and which did not become
a
Liquidated Mortgage Loan prior to such Due Date.
Overcollateralized Group: As defined in Section 4.05.
Ownership Interest: As to any Residual Certificate, any
ownership
interest in such Certificate including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect,
legal or beneficial.
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<PAGE>
Park Granada: Park Granada LLC, a Delaware limited liability
company, and its successors and assigns, in its capacity as the
seller of the
Park Granada Mortgage Loans to the Depositor.
Park Granada Mortgage Loans: The Mortgage Loans identified as
such
on the Mortgage Loan Schedule for which Park Granada is the
applicable Seller.
Park Monaco: Park Monaco Inc., a Delaware corporation, and its
successors and assigns, in its capacity as the seller of the Park
Monaco
Mortgage Loans to the Depositor.
Park Monaco Mortgage Loans: The Mortgage Loans identified as
such
on the Mortgage Loan Schedule for which Park Monaco is the
applicable Seller.
Park Sienna: Park Sienna LLC, a Delaware limited liability
company, and its successors and assigns, in its capacity as the
seller of the
Park Sienna Mortgage Loans to the Depositor.
Park Sienna Mortgage Loans: The Mortgage Loans identified as
such
on the Mortgage Loan Schedule for which Park Sienna is the
applicable Seller.
Pass-Through Rate: For any interest bearing Class of
Certificates
or Component, the per annum rate set forth or calculated in the
manner
described in the Preliminary Statement.
Percentage Interest: As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made on
the related
Class, such percentage interest being set forth on the face thereof
or equal
to the percentage obtained by dividing the Denomination of such
Certificate by
the aggregate of the Denominations of all Certificates of the same
Class.
Performance Certification: As defined in Section 11.05.
Permitted Investments: At any time, any one or more of the
following obligations and securities:
(i) obligations
of the United States or any agency thereof,
provided such obligations are backed by the full faith and
credit of the United States;
(ii) general
obligations of or obligations guaranteed by any
state of the United States or the District of Columbia
receiving the highest long-term debt rating of each Rating
Agency, or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to
the Certificates by each Rating Agency;
(iii) commercial or finance company paper which is then
receiving
the highest commercial or finance company paper rating of
each Rating Agency, or such lower rating as will not result
in the downgrading or withdrawal of the ratings then
assigned to the Certificates by each Rating Agency;
(iv) certificates of
deposit, demand or time deposits, or
bankers' acceptances issued by any depository institution or
trust company incorporated under the laws of the United
States or of any state thereof and subject to supervision
and examination by federal and/or state banking authorities,
provided that the commercial paper and/or long term
unsecured debt obligations of such depository institution or
trust company (or in the case of the principal depository
institution in a holding
I-18
<PAGE>
company system, the commercial paper or long-term unsecured
debt obligations of such holding company, but only if
Moody's is not a Rating Agency) are then rated one of the
two highest long-term and the highest short-term ratings of
each Rating Agency for such securities, or such lower
ratings as will not result in the downgrading or withdrawal
of the rating then assigned to the Certificates by either
Rating Agency;
(v) repurchase
obligations with respect to any security
described in clauses (i) and (ii) above, in either case
entered into with a depository institution or trust company
(acting as principal) described in clause (iv) above;
(vi) units of a
taxable money-market portfolio having the highest
rating assigned by each Rating Agency (except if Fitch is a
Rating Agency and has not rated the portfolio, the highest
rating assigned by Moody's) and restricted to obligations
issued or guaranteed by the United States of America or
entities whose obligations are backed by the full faith and
credit of the United States of America and repurchase
agreements collateralized by such obligations; and
(vii) such other relatively risk free investments bearing
interest
or sold at a discount acceptable to each Rating Agency as
will not result in the downgrading or withdrawal of the
rating then assigned to the Certificates by either Rating
Agency, as evidenced by a signed writing delivered by each
Rating Agency
provided, that no such instrument shall be a Permitted Investment
if such
instrument evidences the right to receive interest only payments
with respect
to the obligations underlying such instrument.
Permitted Transferee: Any person other than (i) the United
States,
any State or political subdivision thereof, or any agency or
instrumentality
of any of the foregoing, (ii) a foreign government, International
Organization
or any agency or instrumentality of either of the foregoing, (iii)
an
organization (except certain farmers' cooperatives described in
section 521 of
the Code) which is exempt from tax imposed by Chapter 1 of the Code
(including
the tax imposed by section 511 of the Code on unrelated business
taxable
income) on any excess inclusions (as defined in section 860E(c)(l)
of the
Code) with respect to any Residual Certificate, (iv) rural electric
and
telephone cooperatives described in section 1381(a)(2)(C) of the
Code, (v) an
"electing large partnership" as defined in Section 775 of the Code,
(vi) a
Person that is not a citizen or resident of the United States, a
corporation,
partnership, or other entity created or organized in or under the
laws of the
United States, any state thereof or the District of Columbia, or an
estate or
trust whose income from sources without the United States is
includible in
gross income for United States federal income tax purposes
regardless of its
connection with the conduct of a trade or business within the
United States or
a trust if a court within the United States is able to exercise
primary
supervision over the administration of the trust and one or more
United States
persons have the authority to control all substantial decisions of
the trust
unless such Person has furnished the transferor and the Trustee
with a duly
completed Internal Revenue Service Form W-8ECI or any applicable
successor
form, and (vii) any other Person so designated by the Depositor
based upon an
Opinion of Counsel that the Transfer of an Ownership Interest in a
Residual
Certificate to such Person may cause any REMIC hereunder to fail to
qualify as
a REMIC at any time that the Certificates are outstanding. The
terms "United
States," "State" and "International Organization" shall have the
meanings set
forth in section 7701 of the Code or successor provisions. A
corporation will
not be treated as an instrumentality of the United States or of any
State or
political subdivision thereof for these purposes if all of its
activities are
subject to tax and, with the exception of the Federal Home Loan
Mortgage
Corporation, a majority of its board of directors is not selected
by such
government unit.
I-19
<PAGE>
Person: Any individual, corporation, partnership, joint
venture,
limited liability company, association, joint-stock company,
trust,
unincorporated organization or government, or any agency or
political
subdivision thereof.
Physical Certificate: As specified in the Preliminary
Statement.
Plan: An "employee benefit plan" as defined in section 3(3) of
ERISA that is subject to Title I of ERISA, a "plan" as defined in
section 4975
of the Code that is subject to section 4975 of the Code, or any
Person
investing on behalf of or with plan assets (as defined in 29 CFR
ss.2510.3-101
or otherwise under ERISA) of such an employee benefit plan or
plan.
Planned Balance: With respect to any group of Planned Principal
Classes or Components in the aggregate and any Distribution Date
appearing in
Schedule V hereto, the Aggregate Planned Balance for such group
and
Distribution Date. With respect to any other Planned Principal
Class or
Component and any Distribution Date appearing in Schedule V hereto,
the
applicable amount appearing opposite such Distribution Date for
such Class or
Component.
Planned Principal Classes: As specified in the Preliminary
Statement.
PO Formula Principal Amount: As to any Distribution Date and
related Class PO Component, the sum of (i) the sum of the
applicable PO
Percentage of (a) the principal portion of each Scheduled Payment
(without
giving effect to any reductions thereof caused by any Debt Service
Reductions
or Deficient Valuations) due on each Mortgage Loan in the related
Loan Group
on the related Due Date, (b) the Stated Principal Balance of each
Mortgage
Loan in the related Loan Group that was repurchased by a Seller or
purchased
by the Master Servicer pursuant to this Agreement as of such
Distribution
Date, (c) the Substitution Adjustment Amount in connection with any
Deleted
Mortgage Loan in the related Loan Group received with respect to
such
Distribution Date, (d) any Insurance Proceeds or Liquidation
Proceeds
allocable to recoveries of principal of Mortgage Loans in the
related Loan
Group that are not yet Liquidated Mortgage Loans received during
the calendar
month preceding the month of such Distribution Date, (e) with
respect to each
Mortgage Loan in the related Loan Group that became a Liquidated
Mortgage Loan
during the calendar month preceding the month of such Distribution
Date, the
amount of Liquidation Proceeds allocable to principal received with
respect to
such Mortgage Loan during the calendar month preceding the month of
such
Distribution Date with respect to such Mortgage Loan, and (f) all
Principal
Prepayments with respect to the Mortgage Loans in the related Loan
Group
received during the related Prepayment Period, (ii) with respect to
Subsequent
Recoveries attributable to a Discount Mortgage Loan in the related
Loan Group
which incurred a Realized Loss after the Senior Credit Support
Depletion Date,
the PO Percentage of any such Subsequent Recoveries on the Mortgage
Loans in
such Loan Group received during the calendar month preceding the
month of such
Distribution Date and (iii) with respect to the last Funding
Period
Distribution Date, the Remaining PO Pre-funded Amount allocated to
that Loan
Group.
PO Percentage: As to any Discount Mortgage Loan in a Loan Group,
a
fraction (expressed as a percentage) the numerator of which is the
excess of
the Required Coupon for such Loan Group over the Adjusted Net
Mortgage Rate of
such Discount Mortgage Loan and the denominator of which is such
Required
Coupon. As to any Non-Discount Mortgage Loan, 0%.
PO Sublimit: With respect to Loan Group 1 and Loan Group 2,
$107,888 and $69,043, respectively.
Pool Characteristics: With respect to a Loan Group as of the
Cut-off Date, the characteristics set forth in the sixth bullet
point under
"The Mortgage Pool--Conveyance of
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<PAGE>
Supplemental Mortgage Loans" for that Loan Group set forth on page
S-50 of the
Prospectus Supplement.
Pool Stated Principal Balance: As of any date of determination,
the aggregate of the Stated Principal Balances of the Outstanding
Mortgage
Loans plus, the amount and on deposit in the Pre-funding Account
with respect
to such Loan Group, exclusive of any investment income included
therein.
Pre-funded Amount: The amount deposited in the Pre-funding
Account
on the Closing Date, which shall equal $153,260.71.
Pre-funding Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05 in the name of
the Trustee
for the benefit of the Certificateholders and designated "The Bank
of New
York, in trust for registered holders of Alternative Loan Trust
2006-33CB,
Mortgage Pass-Through Certificates, Series 2006-33CB." Funds in
the
Pre-funding Account shall be held in trust for the
Certificateholders for the
uses and purposes set forth in this Agreement and shall not be a
part of any
REMIC created hereunder; provided, however, that any investment
income earned
from Permitted Investments made with funds in the Pre-funding
Account shall be
for the account of the Depositor.
Prepayment Charge: With respect to any Mortgage Loan, the
charges
or premiums, if any, due in connection with a full or partial
Principal
Prepayment of such Mortgage Loan within the related Prepayment
Charge Period
in accordance with the terms thereof. Prepayment Charge Amount:
Not
applicable.
Prepayment Charge Period: Not applicable.
Prepayment Interest Excess: As to any Principal Prepayment
received by Countrywide Home Loans Servicing LP from the first day
through the
fifteenth day of any calendar month (other than the calendar month
in which
the Initial Cut-off Date occurs), all amounts paid by the related
Mortgagor in
respect of interest on such Principal Prepayment. All Prepayment
Interest
Excess shall be paid to the Master Servicer as additional master
servicing
compensation.
Prepayment Interest Shortfall: As to any Distribution Date,
Mortgage Loan and Principal Prepayment received on or after the
sixteenth day
of the month preceding the month of such Distribution Date (or, in
the case of
the first Distribution Date, on or after September 1, 2006) and on
or before
the last day of the month preceding the month of such Distribution
Date, the
amount, if any, by which one month's interest at the related
Mortgage Rate,
net of the Master Servicing Fee Rate, on such Principal Prepayment
exceeds the
amount of interest paid in connection with such Principal
Prepayment.
Prepayment Period: As to any Distribution Date and the related
Due
Date, the period from the 16th day of the calendar month
immediately preceding
the month of such Distribution Date (or, in the case of the first
Distribution
Date, from September 1, 2006) through the 15th day of the calendar
month of
such Distribution Date.
Prepayment Shift Percentage: Not applicable.
Primary Insurance Policy: Each policy of primary mortgage
guaranty
insurance or any replacement policy therefor with respect to any
Mortgage
Loan.
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<PAGE>
Prime Rate: The prime commercial lending rate of The Bank of
New
York, as publicly announced to be in effect from time to time. The
Prime Rate
shall be adjusted automatically, without notice, on the effective
date of any
change in such prime commercial lending rate. The Prime Rate is
not
necessarily The Bank of New York's lowest rate of interest.
Principal Only Certificates: As specified in the Preliminary
Statement.
Principal Prepayment: Any payment of principal by a Mortgagor on
a
Mortgage Loan that is received in advance of its scheduled Due Date
and is not
accompanied by an amount representing scheduled interest due on any
date or
dates in any month or months subsequent to the month of prepayment.
Partial
Principal Prepayments shall be applied by the Master Servicer in
accordance
with the terms of the related Mortgage Note.
Principal Prepayment in Full: Any Principal Prepayment made by
a
Mortgagor of the entire principal balance of a Mortgage Loan.
Principal Relocation Payment: A payment from any Loan Group to
an
Lower Tier REMIC Regular Interest other than a Regular Interest
corresponding
to that Loan Group as provided in the Preliminary Statement.
Principal
Relocation Payments from a Loan Group shall be made of the amounts
in respect
of principal from the Mortgage Loans of the Loan Group and shall
include a
proportionate allocation of the Realized Losses from the Mortgage
Loans of the
Loan Group.
Private Certificate: As specified in the Preliminary Statement.
Pro Rata Share: As to any Distribution Date, the Subordinated
Principal Distribution Amount and any Class of Subordinated
Certificates, the
portion of the Subordinated Principal Distribution Amount allocable
to such
Class, equal to the product of the Subordinated Principal
Distribution Amount
on such Distribution Date and a fraction, the numerator of which is
the
related Class Certificate Balance thereof and the denominator of
which is the
aggregate of the Class Certificate Balances of the Subordinated
Certificates.
Proprietary Lease: With respect to any Cooperative Unit, a
lease
or occupancy agreement between a Cooperative Corporation and a
holder of
related Coop Shares.
Prospectus: The Prospectus dated August 29, 2006 generally
relating to mortgage pass-through certificates to be sold by the
Depositor.
Prospectus Supplement: The Prospectus Supplement dated
September
28, 2006 relating to the Offered Certificates.
PUD: Planned Unit Development.
Purchase Price: With respect to any Mortgage Loan required to
be
purchased by a Seller pursuant to Section 2.02 or 2.03 hereof or
purchased at
the option of the Master Servicer pursuant to Section 3.11, an
amount equal to
the sum of (i) 100% of the unpaid principal balance of the Mortgage
Loan on
the date of such purchase, (ii) accrued interest thereon at the
applicable
Mortgage Rate (or at the applicable Adjusted Mortgage Rate if (x)
the
purchaser is the Master Servicer or (y) if the purchaser is
Countrywide and
Countrywide is an affiliate of the Master Servicer) from the date
through
which interest was last paid by the Mortgagor to the Due Date in
the month in
which the Purchase Price is to be distributed to Certificateholders
and (iii)
costs and damages incurred by the Trust Fund in connection with
I-22
<PAGE>
a repurchase pursuant to Section 2.03 hereof that arises out of a
violation of
any predatory or abusive lending law with respect to the related
Mortgage
Loan.
Qualified Insurer: A mortgage guaranty insurance company duly
qualified as such under the laws of the state of its principal
place of
business and each state having jurisdiction over such insurer in
connection
with the insurance policy issued by such insurer, duly authorized
and licensed
in such states to transact a mortgage guaranty insurance business
in such
states and to write the insurance provided by the insurance policy
issued by
it, approved as a FNMA-approved mortgage insurer and having a
claims paying
ability rating of at least "AA" or equivalent rating by a
nationally
recognized statistical rating organization. Any replacement insurer
with
respect to a Mortgage Loan must have at least as high a claims
paying ability
rating as the insurer it replaces had on the Closing Date.
Rating Agency: Each of the Rating Agencies specified in the
Preliminary Statement. If any such organization or a successor is
no longer in
existence, "Rating Agency" shall be such nationally recognized
statistical
rating organization, or other comparable Person, identified as a
rating agency
under the Underwriter's Exemption, as is designated by the
Depositor, notice
of which designation shall be given to the Trustee. References
herein to a
given rating category of a Rating Agency shall mean such rating
category
without giving effect to any modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan,
an
amount (not less than zero or more than the Stated Principal
Balance of the
Mortgage Loan) as of the date of such liquidation, equal to (i) the
Stated
Principal Balance of the Liquidated Mortgage Loan as of the date of
such
liquidation, plus (ii) interest at the Adjusted Net Mortgage Rate
from the Due
Date as to which interest was last paid or advanced (and not
reimbursed) to
Certificateholders up to the Due Date in the month in which
Liquidation
Proceeds are required to be distributed on the Stated Principal
Balance of
such Liquidated Mortgage Loan from time to time, minus (iii) the
Liquidation
Proceeds, if any, received during the month in which such
liquidation
occurred, to the extent applied as recoveries of interest at the
Adjusted Net
Mortgage Rate and to principal of the Liquidated Mortgage Loan.
With respect
to each Mortgage Loan which has become the subject of a Deficient
Valuation,
if the principal amount due under the related Mortgage Note has
been reduced,
the difference between the principal balance of the Mortgage Loan
outstanding
immediately prior to such Deficient Valuation and the principal
balance of the
Mortgage Loan as reduced by the Deficient Valuation.
To the extent the Master Servicer receives Subsequent
Recoveries
with respect to any Liquidated Mortgage Loan, the amount of the
Realized Loss
with respect to that Mortgage Loan will be reduced by such
Subsequent
Recoveries.
Recognition Agreement: With respect to any Cooperative Loan, an
agreement between the Cooperative Corporation and the originator of
such
Mortgage Loan which establishes the rights of such originator in
the
Cooperative Property.
Record Date: As to any Distribution Date, the close of business
on
the last Business Day of the month preceding the month of such
Distribution
Date.
Reference Bank: As defined in Section 4.08(b).
Refinancing Mortgage Loan: Any Mortgage Loan originated in
connection with the refinancing of an existing mortgage loan.
Regular Certificates: As specified in the Preliminary
Statement.
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<PAGE>
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended
from time to time, and subject to such clarification and
interpretation as
have been provided by the Commission in the adopting release
(Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506,
1,531
(Jan. 7, 2005)) or by the staff of the Commission, or as may be
provided by
the Commission or its staff from time to time.
Relief Act: The Servicemembers Civil Relief Act.
Relief Act Reductions: With respect to any Distribution Date
and
any Mortgage Loan as to which there has been a reduction in the
amount of
interest collectible thereon for the most recently ended calendar
month as a
result of the application of the Relief Act or any similar state
laws, the
amount, if any, by which (i) interest collectible on such Mortgage
Loan for
the most recently ended calendar month is less than (ii) interest
accrued
thereon for such month pursuant to the Mortgage Note.
Remaining Non-PO Pre-funded Amount: With respect to the last
Funding Period Distribution Date, the excess of the amount on
deposit in the
Pre-funding Account on such date over the Remaining PO Pre-funded
Amount.
Remaining PO Pre-funded Amount: With respect to the last
Funding
Period Distribution Date, the excess of the PO Sublimit, over the
product of
the applicable PO Percentage of the Stated Principal Balance of
each
Supplemental Mortgage Loan as of the related Supplemental Cut-off
Date added
to that Loan Group.
REMIC: A "real estate mortgage investment conduit" within the
meaning of section 860D of the Code.
REMIC Change of Law: Any proposed, temporary or final
regulation,
revenue ruling, revenue procedure or other official announcement
or
interpretation relating to REMICs and the REMIC Provisions issued
after the
Closing Date.
REMIC Provisions: Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear
at sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and
related
provisions, and regulations promulgated thereunder, as the
foregoing may be in
effect from time to time as well as provisions of applicable state
laws.
REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection
with a
defaulted Mortgage Loan.
Reportable Event: Any event required to be reported on Form 8-K
and, in any event, the following:
(a) entry
into a definitive agreement related to the Trust Fund, the
Certificates or the Mortgage Loans, or an amendment to a
Transaction
Document,
even if the Depositor is not a party to such agreement (e.g.,
a
servicing agreement with a servicer contemplated by Item 1108(a)(3)
of
Regulation
AB);
(b)
termination of a Transaction Document (other than by expiration
of
the
agreement on its stated termination date or as a result of all
parties
completing their obligations under such agreement), even if the
Depositor
is not a party to such agreement (e.g., a servicing agreement
with a
servicer contemplated by Item 1108(a)(3) of Regulation AB);
I-24
<PAGE>
(c) with
respect to the Master Servicer only, if the Master Servicer
becomes
aware of any bankruptcy or receivership with respect to
Countrywide, the Depositor, the Master Servicer, any Subservicer,
the
Trustee,
any enhancement or support provider contemplated by Items
1114(b) or
1115 of Regulation AB, or any other material party
contemplated by Item 1101(d)(1) of Regulation AB;
(d) with
respect to the Trustee, the Master Servicer and the Depositor
only, the
occurrence of an early amortization, performance trigger or
other event, including
an Event of Default under this Agreement;
(e) the
resignation, removal, replacement, substitution of the Master
Servicer,
any Subservicer or the Trustee;
(f) with
respect to the Master Servicer only, if the Master Servicer
becomes
aware that (i) any material enhancement or support specified in
Item
1114(a)(1) through (3) of Regulation AB or Item 1115 of
Regulation
AB that
was previously applicable regarding one or more Classes of the
Certificates has terminated other than by expiration of the
contract on
its stated
termination date or as a result of all parties completing
their
obligations under such agreement; (ii) any material enhancement
specified
in Item 1114(a)(1) through (3) of Regulation AB or Item 1115
of
Regulation AB has been added with respect to one or more Classes
of
the
Certificates; or (iii) any existing material enhancement or
support
specified
in Item 1114(a)(1) through (3) of Regulation AB or Item 1115
of
Regulation AB with respect to one or more Classes of the
Certificates
has been
materially amended or modified; and
(g) with
respect to the Trustee, the Master Servicer and the Depositor
only, a
required distribution to Holders of the Certificates is not
made
as of the
required Distribution Date under this Agreement.
Reporting Subcontractor: With respect to the Master Servicer or
the Trustee, any Subcontractor determined by such Person pursuant
to Section
11.08(b) to be "participating in the servicing function" within the
meaning of
Item 1122 of Regulation AB. References to a Reporting Subcontractor
shall
refer only to the Subcontractor of such Person and shall not refer
to
Subcontractors generally.
Request for Release: The Request for Release submitted by the
Master Servicer to the Trustee, substantially in the form of
Exhibits M and N,
as appropriate.
Required Coupon: With respect to the Mortgage Loans in Loan
Group
1 and Loan Group 2, 6.00% per annum.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy that is required to be maintained from time to
time under
this Agreement.
Residual Certificates: As specified in the Preliminary
Statement.
Responsible Officer: When used with respect to the Trustee, any
Vice President, any Assistant Vice President, the Secretary, any
Assistant
Secretary, any Trust Officer or any other officer of the Trustee
customarily
performing functions similar to those performed by any of the above
designated
officers and also to whom, with respect to a particular matter,
such matter is
referred because of such officer's knowledge of and familiarity
with the
particular subject.
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<PAGE>
Restricted Classes: As defined in Section 4.02(e).
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies,
Inc. If S&P is designated as a Rating Agency in the Preliminary
Statement, for
purposes of Section 10.05(b) the address for notices to S&P
shall be Standard
& Poor's, 55 Water Street, New York, New York 10041, Attention:
Mortgage
Surveillance Monitoring, or such other address as S&P may
hereafter furnish to
the Depositor and the Master Servicer.
Sarbanes-Oxley Certification: As defined in Section 11.05.
Scheduled Balances: With respect to any group of Scheduled
Principal Classes or Components in the aggregate and any
Distribution Date
appearing in Schedule V hereto, the Aggregate Scheduled Balance for
such group
and Distribution Date. With respect to any other Scheduled
Principal Class or
Component and any Distribution Date appearing in Schedule V hereto,
the
applicable amount appearing opposite such Distribution Date for
such Class or
Component.
Scheduled Principal Classes: As specified in the Preliminary
Statement.
Scheduled Payment: The scheduled monthly payment on a Mortgage
Loan due on any Due Date allocable to principal and/or interest on
such
Mortgage Loan which, unless otherwise specified herein, shall give
effect to
any related Debt Service Reduction and any Deficient Valuation that
affects
the amount of the monthly payment due on such Mortgage Loan.
Scheduled Principal Distribution Amount: As to any Distribution
Date, an amount equal to the Non-PO Percentage of all amounts
described in
subclauses (a) through (d) of clause (i) of the definition of
Non-PO Formula
Principal Amount for such Distribution Date.
Securities Act: The Securities Act of 1933, as amended.
Seller: Countrywide, Park Granada, Park Monaco or Park Sienna,
as
applicable.
Senior Certificate Group: As specified in the Preliminary
Statement.
Senior Certificates:
As specified in the Preliminary Statement.
Senior Credit Support Depletion Date: The date on which the
Class
Certificate Balance of each Class of Subordinated Certificates has
been
reduced to zero.
Senior Percentage: As to any Senior Certificate Group and
Distribution Date, the percentage equivalent of a fraction the
numerator of
which is the aggregate of the Class Certificate Balances of each
Class of
Senior Certificates of such Senior Certificate Group (other than
the related
Class PO Component, if any, and Notional Amount Certificates)
immediately
prior to such Distribution Date and the denominator of which is the
aggregate
of the applicable Non-PO Percentage of the Stated Principal Balance
of each
Mortgage Loan in the related Loan Group as of the Due Date
occurring in the
month prior to the month of such Distribution Date (after giving
effect to
Principal Prepayments received in the Prepayment Period related to
such prior
Due Date); provided, however, that on any Distribution Date after a
Senior
Termination Date, the Senior Percentage for the Senior Certificates
of the
remaining Senior Certificate Group is the percentage equivalent of
a fraction,
the numerator of which is the aggregate of the Class Certificate
Balances of
each such Class of Senior Certificates (other than the related
Class PO
Component, if any, and Notional Amount Certificates) of such
remaining Senior
Certificate Group immediately prior to such Distribution Date and
the
denominator is the aggregate of the
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<PAGE>
Class Certificate Balances of all Classes of Certificates (other
than the
Class PO Certificates and the Notional Amount Certificates),
immediately prior
to such Distribution Date.
Senior Prepayment Percentage: As to a Senior Certificate Group
and
any Distribution Date during the five years beginning on the
first
Distribution Date, 100%. The Senior Prepayment Percentage for any
Distribution
Date occurring on or after the fifth anniversary of the first
Distribution
Date will, except as provided herein, be as follows: for any
Distribution Date
in the first year thereafter, the related Senior Percentage plus
70% of the
related Subordinated Percentage for such Distribution Date; for
any
Distribution Date in the second year thereafter, the related Senior
Percentage
plus 60% of the related Subordinated Percentage for such
Distribution Date;
for any Distribution Date in the third year thereafter, the related
Senior
Percentage plus 40% of the related Subordinated Percentage for
such
Distribution Date; for any Distribution Date in the fourth year
thereafter,
the related Senior Percentage plus 20% of the related Subordinated
Percentage
for such Distribution Date; and for any Distribution Date
thereafter, the
related Senior Percentage for such Distribution Date (unless on
any
Distribution Date the Senior Percentage exceeds the initial Senior
Percentage
of such Senior Certificate Group, in which case the Senior
Prepayment
Percentage for each Senior Certificate Group for such Distribution
Date will
once again equal 100%). Notwithstanding the foregoing, no decrease
in any
Senior Prepayment Percentage will occur unless both of the Senior
Step Down
Conditions are satisfied with respect to all of the Loan
Groups.
Senior Principal Distribution Amount: As to any Distribution
Date
and Senior Certificate Group, the sum of (i) the sum of the related
Senior
Percentage of the applicable Non-PO Percentage of all amounts
described in
subclauses (a) through (d) of clause (i) of the definition of
"Non-PO Formula
Principal Amount" with respect to the related Loan Group for such
Distribution
Date, (ii) with respect to any Mortgage Loan in the related Loan
Group that
became a Liquidated Mortgage Loan during the calendar month
preceding the
month of such Distribution Date, the lesser of (x) the related
Senior
Percentage of the applicable Non-PO Percentage of the Stated
Principal Balance
of such Mortgage Loan and (y) the related Senior Prepayment
Percentage of the
applicable Non-PO Percentage of the amount of the Liquidation
Proceeds
allocable to principal received with respect to the Mortgage Loan
and (iii)
the sum of (x) the related Senior Prepayment Percentage of the
applicable
Non-PO Percentage of the amounts described in subclause (f) of
clause (i) of
the definition of "Non-PO Formula Principal Amount" with respect to
the
related Loan Group for such Distribution Date plus (y) on the last
Funding
Period Distribution Date, the amount, if any, of the Remaining
Non-PO
Pre-funded Amount with respect to that Loan Group plus (z) the
related Senior
Prepayment Percentage of any Subsequent Recoveries described in
clause (ii) of
the definition of "Non-PO Formula Principal Amount" for such
Distribution
Date; provided, however, on any Distribution Date after a Senior
Termination
Date, the Senior Principal Distribution Amount for the remaining
Senior
Certificate Group will be calculated pursuant to the above formula
based on
all the Mortgage Loans in the Mortgage Pool, as opposed to the
Mortgage Loans
in the related Loan Group and, if such Distribution Date is a
Senior
Termination Date, shall be reduced by the amount of the principal
distribution
made pursuant to (a) if the Group 1 Senior Certificates are reduced
to zero on
such date, Section 4.02(a)(1)(iv)(y) and (b) if the Group 2
Senior
Certificates are reduced to zero on such date, Section
4.02(a)(2)(iv)(y).
Senior Step Down Conditions: With respect to the Mortgage Loans
in
a Loan Group: (i) the outstanding principal balance of all Mortgage
Loans
delinquent 60 days or more (including Mortgage Loans in
foreclosure, REO
Property and Mortgage Loans the mortgagors of which are in
bankruptcy)
(averaged over the preceding six month period), as a percentage of
(a) if such
date is on or prior to a Senior Termination Date, the Subordinated
Percentage
for such Loan Group of the aggregate of the applicable Non-PO
Percentage of
the aggregate Stated Principal Balance of the Mortgage Loans in
that Loan
Group, or (b) if such date is after a Senior Termination Date, the
aggregate
Class Certificate Balance of the Subordinated Certificates, does
not equal or
exceed 50%, and (ii) cumulative Realized
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<PAGE>
Losses on the Mortgage Loans in each Loan Group do not exceed: (a)
commencing
with the Distribution Date on the fifth anniversary of the first
Distribution
Date, 30% of the Original Subordinate Principal Balance, (b)
commencing with
the Distribution Date on the sixth anniversary of the first
Distribution Date,
35% of the Original Subordinate Principal Balance, (c) commencing
with the
Distribution Date on the seventh anniversary of the first
Distribution Date,
40% of the Original Subordinate Principal Balance, (d) commencing
with the
Distribution Date on the eighth anniversary of the first
Distribution Date,
45% of the Original Subordinate Principal Balance, and (e)
commencing with the
Distribution Date on the ninth anniversary of the first
Distribution Date, 50%
of the Original Subordinate Principal Balance.
Senior Termination Date: For any Senior Certificate Group, the
Distribution Date on which the aggregate Class Certificate Balance
of the
Senior Certificates in such Senior Certificate Group (other than
the related
Class PO Component) has been reduced to zero.
Servicing Advances: All customary, reasonable and necessary
"out
of pocket" costs and expenses incurred in the performance by the
Master
Servicer of its servicing obligations, including, but not limited
to, the cost
of (i) the preservation, restoration and protection of a Mortgaged
Property,
(ii) any expenses reimbursable to the Master Servicer pursuant to
Section 3.11
and any enforcement or judicial proceedings, including
foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance
with the
obligations under Section 3.09.
Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB.
Servicing Officer: Any officer of the Master Servicer involved
in,
or responsible for, the administration and servicing of the
Mortgage Loans
whose name and facsimile signature appear on a list of servicing
officers
furnished to the Trustee by the Master Servicer on the Closing Date
pursuant
to this Agreement, as such list may from time to time be
amended.
Shift Percentage: Not applicable.
Startup Day: The Closing Date.
Stated Principal Balance: As to any Mortgage Loan and Due Date,
the unpaid principal balance of such Mortgage Loan as of such Due
Date, as
specified in the amortization schedule at the time relating thereto
(before
any adjustment to such amortization schedule by reason of any
moratorium or
similar waiver or grace period) minus the sum of: (i) any previous
partial
Principal Prepayments and the payment of principal due on such Due
Date,
irrespective of any delinquency in payment by the related
Mortgagor, (ii)
Liquidation Proceeds allocable to principal (other than with
respect to any
Liquidated Mortgage Loan) received in the prior calendar month and
Principal
Prepayments received through the last day of the related Prepayment
Period, in
each case with respect to that Mortgage Loan and (iii) any Realized
Loss
previously incurred in connection with a Deficient Valuation. The
Stated
Principal Balance of any Mortgage Loan that becomes a Liquidated
Mortgage Loan
will be zero on each date following the Due Period in which such
Mortgage Loan
becomes a Liquidated Mortgage Loan.
Streamlined Documentation Mortgage Loan: Any Mortgage Loan
originated pursuant to Countrywide's Streamlined Loan Documentation
Program
then in effect. For the purposes of this Agreement, a Mortgagor is
eligible
for a mortgage pursuant to Countrywide's Streamlined Loan
Documentation
Program if that Mortgagor is refinancing an existing mortgage loan
that was
originated or acquired by Countrywide where, among other things,
the mortgage
loan has not been more than 30 days delinquent in payment during
the previous
twelve-month period.
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<PAGE>
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 Mortgage Loans under the
direction or
authority of the Master Servicer or a Subservicer or the Trustee,
as the case
may be.
Subordinated Certificates: As specified in the Preliminary
Statement.
Subordinated Percentage: As to any Loan Group and Distribution
Date on or prior to a Senior Termination Date, 100% minus the
Senior
Percentage for the Senior Certificate Group relating to such Loan
Group for
such Distribution Date. As to any Distribution Date after a Senior
Termination
Date, 100% minus the Senior Percentage for such Distribution
Date.
Subordinated Portion: For any Distribution Date, an amount
equal
to the aggregate Stated Principal Balance of the Mortgage Loans in
the related
Loan Group as of the end of the Prepayment Period related to the
immediately
preceding Distribution Date, minus the aggregate Class Certificate
Balance of
the related Senior Certificates immediately prior to such
Distribution Date.
Subordinated Prepayment Percentage: As to any Distribution Date
and Loan Group, 100% minus the related Senior Prepayment Percentage
for such
Distribution Date.
Subordinated Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, an amount equal to the excess of
(A) the
sum, not less than zero, of (i) the Subordinated Percentage of the
applicable
Non-PO Percentage for such Loan Group of all amounts described in
subclauses
(a) through (d) of clause (i) of the definition of "Non-PO Formula
Principal
Amount" for such Distribution Date, (ii) with respect to each
Mortgage Loan
that became a Liquidated Mortgage Loan during the calendar month
preceding the
month of such Distribution Date, the applicable Non-PO Percentage
of the
amount of the Liquidation Proceeds allocated to principal received
with
respect thereto remaining after application thereof pursuant to
clause (ii) of
the definition of Senior Principal Distribution Amount, up to the
Subordinated
Percentage for such Loan Group of the applicable Non-PO Percentage
of the
Stated Principal Balance of such Mortgage Loan, (iii) the
Subordinated
Prepayment Percentage of the applicable Non-PO Percentage of all
amounts
described in subclause (f) of clause (i) of the definition of
"Non-PO Formula
Principal Amount" for such Loan Group and Distribution Date, and
(iv) the
related Subordinated Prepayment Percentage of any Subsequent
Recoveries
described in clause (ii) of the definition of "Non-PO Formula
Principal
Amount" for such Distribution Date, over (B) the amount of any
payments in
respect of Class PO Deferred Amounts for the related Class PO
Component on the
related Distribution Date, provided, however, that on any
Distribution Date
after a Senior Termination Date, the Subordinated Principal
Distribution
Amount will not be calculated by Loan Group but will equal the
amount
calculated pursuant to the formula set forth above based on the
applicable
Subordinated Percentage or Subordinated Prepayment Percentage, as
applicable,
for the Subordinated Certificates for such Distribution Date with
respect to
all of the Mortgage Loans as opposed to the Mortgage Loans in the
related Loan
Group.
Subsequent Recoveries: As to any Distribution Date, with
respect
to a Liquidated Mortgage Loan that resulted in a Realized Loss in a
prior
calendar month, unexpected amounts received by the Master Servicer
(net of any
related expenses permitted to be reimbursed pursuant to Section
3.08)
specifically related to such Liquidated Mortgage Loan.
Subservicer: Any person to whom the Master Servicer has
contracted
for the servicing of all or a portion of the Mortgage Loans
pursuant to
Section 3.02 hereof.
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<PAGE>
Substitute Mortgage Loan: A Mortgage Loan substituted by a
Seller
for a Deleted Mortgage Loan which must, on the date of such
substitution, as
confirmed in a Request for Release, substantially in the form of
Exhibit M,
(i) have a Stated Principal Balance, after deduction of the
principal portion
of the Scheduled Payment due in the month of substitution, not in
excess of,
and not more than 10% less than the Stated Principal Balance of the
Deleted
Mortgage Loan; (ii) be accruing interest at a rate no lower than
and not more
than 1% per annum higher than, that of the Deleted Mortgage Loan;
(iii) have a
Loan-to-Value Ratio no higher than that of the Deleted Mortgage
Loan; (iv)
have a remaining term to maturity no greater than (and not more
than one year
less than that of) the Deleted Mortgage Loan; (v) not be a
Cooperative Loan
unless the Deleted Mortgage Loan was a Cooperative Loan and (vi)
comply with
each representation and warranty set forth in Section 2.03
hereof.
Substitution Adjustment Amount: The meaning ascribed to such
term
pursuant to Section 2.03.
Supplemental Cut-off Date: With respect to any Supplemental
Mortgage Loan, the later of (i) the date of origination of such
Mortgage Loan
and (ii) the first day of the month in which the related
Supplemental Transfer
Date occurs.
Supplemental Mortgage Loan: Any Mortgage Loan other than an
Initial Mortgage Loan in that Loan Group conveyed to the Trust Fund
pursuant
to Section 2.01 hereof and to a Supplemental Transfer Agreement,
which
Mortgage Loan shall be listed on the revised Mortgage Loan Schedule
delivered
pursuant to this Agreement and on Schedule A to such Supplemental
Transfer
Agreement. When used with respect to a single Supplemental Transfer
Date,
Supplemental Mortgage Loan shall mean a Supplemental Mortgage Loan
conveyed to
the Trust Fund on that Supplemental Transfer Date.
Supplemental Transfer Agreement: A Supplemental Transfer
Agreement
substantially in the form of Exhibit P hereto, executed and
delivered by the
related Seller or Sellers, the Master Servicer, the Depositor and
the Trustee
as provided in Section 2.01 hereof.
Supplemental Transfer Date: For any Supplemental Transfer
Agreement, the date the related Supplemental Mortgage Loans are
transferred to
the Trust Fund pursuant to the related Supplemental Transfer
Agreement.
Targeted Balance: With respect to any group of Targeted
Principal
Classes or Components in the aggregate and any Distribution Date
appearing in
Schedule V hereto, the Aggregate Targeted Balance for such group
and
Distribution Date. With respect to any other Targeted Principal
Class or
Component and any Distribution Date appearing in Schedule V hereto,
the
applicable amount appearing opposite such Distribution Date for
such Class or
Component.
Targeted Principal Classes: As specified in the Preliminary
Statement.
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, the Tax Matters Person
shall be
the Trustee.
Tax Matters Person Certificate: The Class A-R Certificate with
a
Denomination of $0.01.
Transaction Documents: This Agreement and any other document or
agreement entered into in connection with the Trust Fund, the
Certificates or
the Mortgage Loans.
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<PAGE>
Transfer: Any direct or indirect transfer or sale of any
Ownership
Interest in a Residual Certificate.
Trust Fund: The corpus of the trust created hereunder
consisting
of (i) the Mortgage Loans and all interest and principal received
on or with
respect thereto after the Cut-off Date to the extent not applied in
computing
the Cut-off Date Principal Balance thereof; (ii) the Certificate
Account, the
Distribution Account, the Pre-funding Account and the Capitalized
Interest
Account and all amounts deposited therein pursuant to the
applicable
provisions of this Agreement; (iii) property that secured a
Mortgage Loan and
has been acquired by foreclosure, deed-in-lieu of foreclosure or
otherwise;
and (v) all proceeds of the conversion, voluntary or involuntary,
of any of
the foregoing.
Trustee: The Bank of New York and its successors and, if a
successor trustee is appointed hereunder, such successor.
Trustee Advance Rate: With respect to any Advance made by the
Trustee pursuant to Section 4.01(b), a per annum rate of interest
determined
as of the date of such Advance equal to the Prime Rate in effect on
such date
plus 5.00%.
Trustee Fee: As to 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, 0.009%
per
annum.
Undercollateralized Group: As defined in Section 4.05.
Underwriter's Exemption: Prohibited Transaction Exemption
2002-41,
67 Fed. Reg. 54487 (2002), as amended (or any successor thereto),
or any
substantially similar administrative exemption granted by the U.S.
Department
of Labor.
Underwriter: As specified in the Preliminary Statement.
Unscheduled Principal Distribution Amount: With respect to any
Distribution Date, an amount equal to the sum of (i) with respect
to each
Mortgage Loan that became a Liquidated Mortgage Loan during the
calendar month
preceding the month of such Distribution Date, the applicable
Non-PO
Percentage of the Liquidation Proceeds allocable to principal
received with
respect to such Mortgage Loan, (ii) the applicable Non-PO
Percentage of the
amount described in subclause (f) of clause (i) of the definition
of Non-PO
Formula Principal Amount for such Distribution Date and (iii) any
Subsequent
Recoveries described in clause (ii) of the definition of "Non-PO
Formula
Principal Amount" for such Distribution Date.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date
of
determination, (a) 1% of all Voting Rights shall be allocated to
each Class of
Notional Amount Certificates, if any (such Voting Rights to be
allocated among
the holders of Certificates of each such Class in accordance with
their
respective Percentage Interests), and (b) the remaining Voting
Rights (or 100%
of the Voting Rights if there is no Class of Notional Amount
Certificates)
shall be allocated among Holders of the remaining Classes of
Certificates in
proportion to the Certificate Balances of their respective
Certificates on
such date.
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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; (g) references to any
Person include
that Person's permitted successors and assigns; and (h) a Mortgage
Loan is "30
days delinquent" if any Scheduled Payment has not been received by
the close
of business on the day immediately preceding the Due Date on which
the next
Scheduled Payment is due. Similarly for "60 days delinquent," "90
days
delinquent" and so on.
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<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01. Conveyance of Mortgage Loans.
(a) Each Seller, concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns, sets over and otherwise
conveys to
the Depositor, without recourse, all its respective right, title
and interest
in and to the related Initial Mortgage Loans, including all
interest and
principal received or receivable by such Seller, on or with respect
to the
applicable Initial Mortgage Loans after the Initial Cut-off Date
and all
interest and principal payments on the related Initial Mortgage
Loans received
prior to the Initial Cut-off Date in respect of installments of
interest and
principal due thereafter, but not including payments of principal
and interest
due and payable on such Initial Mortgage Loans, on or before the
Initial
Cut-off Date. On or prior to the Closing Date, Countrywide shall
deliver to
the Depositor or, at the Depositor's direction, to the Trustee or
other
designee of the Depositor, the Mortgage File for each Mortgage Loan
listed in
the Mortgage Loan Schedule (except that, in the case of the Delay
Delivery
Mortgage Loans (which may include Countrywide Mortgage Loans, Park
Granada
Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage
Loans),
such delivery may take place within thirty (30) days following the
Closing
Date or twenty (20) days following the applicable Supplemental
Transfer Date,
as applicable). Such delivery of the Mortgage Files shall be made
against
payment by the Depositor of the purchase price, previously agreed
to by the
Sellers and Depositor, for the Mortgage Loans. With respect to any
Initial
Mortgage Loan that does not have a first payment date on or before
the Due
Date in the month of the first Distribution Date or any
Supplemental Mortgage
Loan that does not have a first payment date on or before the Due
Date in the
month after the related Supplemental Transfer Date, Countrywide
shall deposit
into the Distribution Account on or before the Distribution Account
Deposit
Date relating to the first applicable Distribution Date, an amount
equal to
one month's interest at the related Adjusted Mortgage Rate on the
Cut-off Date
Principal Balance of such Mortgage Loan.
(b) Immediately upon the conveyance of the Initial Mortgage
Loans
referred to in clause (a), the Depositor sells, transfers, assigns,
sets over
and otherwise conveys to the Trustee for the benefit of the
Certificateholders, without recourse, all the right, title and
interest of the
Depositor in and to the Trust Fund together with the Depositor's
right to
require each Seller to cure any breach of a representation or
warranty made
herein by such Seller or to repurchase or substitute for any
affected Mortgage
Loan in accordance herewith.
(c) In connection with the transfer and assignment set forth in
clause (b) above, the Depositor has delivered or caused to be
delivered to the
Trustee (or, in the case of the Delay Delivery Mortgage Loans that
are Initial
Mortgage Loans, will deliver or cause to be delivered to the
Trustee within
thirty (30) days following the Closing Date and in the case of the
Delay
Delivery Mortgage Loans that are Supplemental Mortgage Loans, will
deliver or
cause to be delivered to the Trustee within twenty (20) days
following the
applicable Supplemental Transfer Date) for the benefit of the
Certificateholders the following documents or instruments with
respect to each
Mortgage Loan so assigned:
(i) (A) the original Mortgage Note endorsed by manual or
facsimile
signature
in blank in the following form: "Pay to the order of
____________ without recourse," with all intervening
endorsements
showing a
complete chain of endorsement from the originator to the
Person
endorsing the Mortgage Note (each such endorsement being
sufficient
to transfer all right, title and interest of the party so
endorsing, as
noteholder or assignee thereof, in and to that Mortgage
Note);
or
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<PAGE>
(B) with respect to any Lost Mortgage Note, a lost note
affidavit from Countrywide stating that the original Mortgage
Note
was lost or destroyed, together with a copy of such Mortgage
Note;
(ii) except as provided below and for each Mortgage Loan that
is
not a MERS
Mortgage Loan, the original recorded Mortgage or a copy of
such
Mortgage, with recording information, certified by Countrywide
as
being a
true and complete copy of the Mortgage (or, in the case of a
Mortgage
for which the related Mortgaged Property is located in the
Commonwealth of Puerto Rico, a true copy of the Mortgage certified
as
such by
the applicable notary) and in the case of each MERS Mortgage
Loan, the
original Mortgage, or a copy of such mortgage, with recording
information, noting the presence of the MIN of the Mortgage Loans
and
either
language indicating that the Mortgage Loan is a MOM Loan if the
Mortgage
Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan
at
origination, the original Mortgage and the assignment thereof
to
MERS, with
evidence of recording indicated thereon, or a copy of the
Mortgage
certified by the public recording office in which such Mortgage
has been
recorded;
(iii) in the case of each Mortgage Loan that is not a MERS
Mortgage
Loan, a duly executed assignment of the Mortgage, or a copy of
such
assignment, with recording information, (which may be included in
a
blanket
assignment or assignments), together with, except as provided
below, all
interim recorded assignments of such mortgage or a copy of
such
assignment, with recording information, (each such assignment,
when
duly and
validly completed, to be in recordable form and sufficient to
effect the
assignment of and transfer to the assignee thereof, under the
Mortgage
to which the assignment relates); provided that, if the related
Mortgage
has not been returned from the applicable public recording
office,
such assignment of the Mortgage may exclude the information to
be
provided by the recording office; provided, further, that such
assignment
of Mortgage need not be delivered in the case of a Mortgage
for which
the related Mortgaged Property is located in the Commonwealth
of Puerto
Rico;
(iv) the original or copies of each assumption, modification,
written
assurance or substitution agreement, if any;
(v) except as provided below, the original or duplicate
original
lender's
title policy or a printout of the electronic equivalent and all
riders
thereto; and
(vi) in the case of a Cooperative Loan, the originals of the
following
documents or instruments:
(A) The Coop Shares, together with a stock power in blank;
(B) The executed Security Agreement;
(C) The executed Proprietary Lease;
(D) The executed Recognition Agreement;
(E) The executed UCC-1 financing statement with evidence of
recording
thereon which have been filed in all places required to
perfect the Seller's interest in the Coop Shares and the
Proprietary Lease; and
(F) The executed UCC-3 financing statements or other
appropriate UCC financing statements required by state law,
evidencing a complete and unbroken line
II-2
<PAGE>
from the mortgagee to the Trustee with evidence of recording
thereon (or in a form suitable for recordation).
In addition, in connection with the assignment of any MERS
Mortgage Loan, each Seller agrees that it will cause, at the
Trustee's
expense, the MERS(R) System to indicate that the Mortgage Loans
sold by such
Seller to the Depositor have been assigned by that Seller to the
Trustee in
accordance with this Agreement (and any Supplemental Transfer
Agreement, as
applicable) for the benefit of the Certificateholders by including
(or
deleting, in the case of Mortgage Loans which are repurchased in
accordance
with this Agreement) in such computer files the information
required by the
MERS(R) System to identify the series of the Certificates issued in
connection
with such Mortgage Loans. Each Seller further agrees that it will
not, and
will not permit the Master Servicer to, and the Master Servicer
agrees that it
will not, alter the information referenced in this paragraph with
respect to
any Mortgage Loan sold by such Seller to the Depositor during the
term of this
Agreement unless and until such Mortgage Loan is repurchased in
accordance
with the terms of this Agreement.
In the event that in connection with any Mortgage Loan that is
not
a MERS Mortgage Loan the Depositor cannot deliver (a) the original
recorded
Mortgage, or a copy of such Mortgage, with recording information,
(b) all
interim recorded assignments, or a copy of such assignments, with
recording
information or (c) the lender's title policy or a copy of the
lender's title
policy (together with all riders thereto) satisfying the
requirements of
clause (ii), (iii) or (v) above, respectively, concurrently with
the execution
and delivery of this Agreement because such document or documents
have not
been returned from the applicable public recording office in the
case of
clause (ii) or (iii) above, or because the title policy has not
been delivered
to either the Master Servicer or the Depositor by the applicable
title insurer
in the case of clause (v) above, the Depositor shall promptly
deliver to the
Trustee, in the case of clause (ii) or (iii) above, such original
Mortgage or
a copy of such Mortgage, with recording information, or such
interim
assignment or a copy of such assignment, with recording
information, as the
case may be, with evidence of recording indicated thereon upon
receipt thereof
from the public recording office, or a copy thereof, certified,
if
appropriate, by the relevant recording office, but in no event
shall any such
delivery of the original Mortgage and each such interim assignment
or a copy
thereof, certified, if appropriate, by the relevant recording
office, be made
later than one year following the Closing Date, or, in the case of
clause (v)
above, no later than 120 days following the Closing Date; provided,
however,
in the event the Depositor is unable to deliver by such date each
Mortgage and
each such interim assignment by reason of the fact that any such
documents
have not been returned by the appropriate recording office, or, in
the case of
each such interim assignment, because the related Mortgage has not
been
returned by the appropriate recording office, the Depositor shall
deliver such
documents to the Trustee as promptly as possible upon receipt
thereof and, in
any event, within 720 days following the Closing Date. The
Depositor shall
forward or cause to be forwarded to the Trustee (a) from time to
time
additional original documents evidencing an assumption or
modification of a
Mortgage Loan and (b) any other documents required to be delivered
by the
Depositor or the Master Servicer to the Trustee. In the event that
the
original Mortgage is not delivered and in connection with the
payment in full
of the related Mortgage Loan and the public recording office
requires the
presentation of a "lost instruments affidavit and indemnity" or any
equivalent
document, because only a copy of the Mortgage can be delivered with
the
instrument of satisfaction or reconveyance, the Master Servicer
shall execute
and deliver or cause to be executed and delivered such a document
to the
public recording office. In the case where a public recording
office retains
the original recorded Mortgage or in the case where a Mortgage is
lost after
recordation in a public recording office, Countrywide shall deliver
to the
Trustee a copy of such Mortgage certified by such public recording
office to
be a true and complete copy of the original recorded Mortgage.
As promptly as practicable subsequent to such transfer and
assignment, and in any event, within one-hundred and twenty (120)
days after
such transfer and assignment, the Trustee shall (A) as the
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<PAGE>
assignee thereof, affix the following language to each assignment
of Mortgage:
"CWALT Series 2006-33CB, The Bank of New York, as trustee", (B)
cause such
assignment to be in proper form for recording in the appropriate
public office
for real property records and (C) cause to be delivered for
recording in the
appropriate public office for real property records the assignments
of the
Mortgages to the Trustee, except that, (i) with respect to any
assignments of
Mortgage as to which the Trustee has not received the information
required to
prepare such assignment in recordable form, the Trustee's
obligation to do so
and to deliver the same for such recording shall be as soon as
practicable
after receipt of such information and in any event within thirty
(30) days
after receipt thereof and (ii) the Trustee need not cause to be
recorded any
assignment which relates to a Mortgage Loan, the Mortgaged Property
and
Mortgage File relating to which are located in any jurisdiction
(including
Puerto Rico) under the laws of which the recordation of such
assignment is not
necessary to protect the Trustee's and the Certificateholders'
interest in the
related Mortgage Loan as evidenced by an opinion of counsel
delivered by
Countrywide to the Trustee within 90 days of the Closing Date
(which opinion
may be in the form of a "survey" opinion and is not required to be
delivered
by counsel admitted to practice law in the jurisdiction as to which
such legal
opinion applies).
In the case of Mortgage Loans that have been prepaid in full as
of
the Closing Date, the Depositor, in lieu of delivering the above
documents to
the Trustee, will deposit in the Certificate Account the portion of
such
payment that is required to be deposited in the Certificate Account
pursuant
to Section 3.05 hereof.
Notwithstanding anything to the contrary in this Agreement,
within
thirty (30) days after the Closing Date with respect to the Initial
Mortgage
Loans, Countrywide (on its own behalf and on behalf of Park
Granada, Park
Monaco and Park Sienna) shall either (i) deliver to the Depositor,
or at the
Depositor's direction, to the Trustee or other designee of the
Depositor the
Mortgage File as required pursuant to this Section 2.01 for each
Delay
Delivery Mortgage Loan or (ii) either (A) substitute a Substitute
Mortgage
Loan for the Delay Delivery Mortgage Loan or (B) repurchase the
Delay Delivery
Mortgage Loan, which substitution or repurchase shall be
accomplished in the
manner and subject to the conditions set forth in Section 2.03
(treating each
Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for
purposes of such
Section 2.03); provided, however, that if Countrywide fails to
deliver a
Mortgage File for any Delay Delivery Mortgage Loan within the
thirty (30) day
period provided in the prior sentence, Countrywide (on its own
behalf and on
behalf of Park Granada, Park Monaco and Park Sienna) shall use its
best
reasonable efforts to effect a substitution, rather than a
repurchase of, such
Deleted Mortgage Loan and provided further that the cure period
provided for
in Section 2.02 or in Section 2.03 shall not apply to the initial
delivery of
the Mortgage File for such Delay Delivery Mortgage Loan, but
rather
Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and
Park Sienna) shall have five (5) Business Days to cure such failure
to
deliver. At the end of such thirty (30) day period the Trustee
shall send a
Delay Delivery Certification for the Delay Delivery Mortgage Loans
delivered
during such thirty (30) day period in accordance with the
provisions of
Section 2.02.
Notwithstanding anything to the contrary in this Agreement,
within
twenty (20) days after a Supplemental Transfer Date with respect to
all of the
Supplemental Mortgage Loans sold to the Depositor on such
Supplemental
Transfer Date, Countrywide (on its own behalf and on behalf of Park
Granada,
Park Monaco and Park Sienna) shall either (i) deliver to the
Depositor, or at
the Depositor's direction, to the Trustee or other designee of the
Depositor
the Mortgage File as required pursuant to this Section 2.01 for
each Delay
Delivery Mortgage Loan or (ii) (A) substitute a Substitute Mortgage
Loan for
the Delay Delivery Mortgage Loan or (B) repurchase the Delay
Delivery Mortgage
Loan, which substitution or repurchase shall be accomplished in the
manner and
subject to the conditions set forth in Section 2.03 (treating each
Delay
Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of
such Section
2.03); provided, however, that if Countrywide fails to deliver a
Mortgage File
for any Delay Delivery Mortgage Loan within the twenty (20) day
period
provided in the prior sentence, Countrywide
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<PAGE>
(on its own behalf and on behalf of Park Granada, Park Monaco and
Park Sienna)
shall use its best reasonable efforts to effect a substitution,
rather than a
repurchase of, such Deleted Mortgage Loan and provided further that
the cure
period provided for in Section 2.02 or in Section 2.03 shall not
apply to the
initial delivery of the Mortgage File for such Delay Delivery
Mortgage Loan,
but rather Countrywide (on its own behalf and on behalf of Park
Granada, Park
Monaco and Park Sienna) shall have five (5) Business Days to cure
such failure
to deliver. At the end of such twenty (20) day period the Trustee
shall send a
Delay Delivery Certification for the Delay Delivery Mortgage Loans
delivered
during such twenty (20) day period in accordance with the
provisions of
Section 2.02. (d) Subject to the execution and delivery of the
related
Supplemental Transfer Agreement as provided in Section 2.01(e)
hereof and the
terms and conditions of this Agreement, each Seller sells,
transfers, assigns,
sets over and otherwise conveys to the Depositor, without recourse,
on each
Supplemental Transfer Date, with respect to each Supplemental
Mortgage Loan
sold by such Seller to the Depositor, all the right, title and
interest of
that Seller in and to the Supplemental Mortgage Loans sold by it
identified in
such Supplemental Transfer Agreement, including all interest and
principal
received and receivable by such Seller on or with respect to the
related
Supplemental Mortgage Loans on and after the related Supplemental
Cut-off Date
(to the extent not applied in computing the Cut-off Date Principal
Balance
thereof) or deposited into the Certificate Account by the related
Seller,
other than principal and interest due on such Supplemental Mortgage
Loans
prior to the related Supplemental Cut-off Date.
Immediately upon the conveyance of the Supplemental Mortgage
Loans
referred to in the preceding paragraph, the Depositor sells,
transfers,
assigns, sets over and otherwise conveys to the Trustee for benefit
of the
Certificateholders, without recourse, all right title and interest
in all of
the Supplemental Mortgage Loans.
Each Seller has entered into this Agreement in consideration
for
the purchase of the Mortgage Loans sold by such Seller to the
Depositor and
has agreed to take the actions specified herein. The Depositor,
concurrently
with the execution and delivery of this Agreement, hereby sells,
transfers,
assigns and otherwise conveys to the Trustee for the use and
benefit of the
Certificateholders, without recourse, all right title and interest
in the
portion of the Trust Fund not otherwise conveyed to the Trust Fund
pursuant to
Sections 2.01(a) or (b).
(e) Upon five (5) Business Days written notice to the Trustee,
the
Depositor, the Master Servicer (if the Master Servicer is not a
Seller) and
the Rating Agencies, on any other Business Day during the Funding
Period
designated by Countrywide, Park Granada, Park Monaco and Park
Sienna, if
applicable, the Depositor and the Trustee shall complete, execute
and deliver
a Supplemental Transfer Agreement so long as no Rating Agency has
provided
notice that the execution and delivery of such Supplemental
Transfer Agreement
will result in a reduction or withdrawal of the any ratings
assigned to the
Certificates. After the execution and delivery of such Supplemental
Transfer
Agreement, on the Supplemental Transfer Date, the Trustee shall set
aside in
the Pre-funding Account an amount equal to the Aggregate
Supplemental Purchase
Amount.
The transfer of Supplemental Mortgage Loans and the other
property
and rights relating to them on a Supplemental Transfer Date is
subject to the
satisfaction of each of the following conditions:
(i)
each Supplemental Mortgage Loan conveyed on such
Supplemental Transfer Date satisfies the representations and
warranties
applicable
to it under this Agreement; provided, however, that with
respect to
a breach of a representation and warranty with respect to a
Supplemental Mortgage Loan, the obligation under Section 2.03(c) of
this
Agreement
of Countrywide, Park Granada, Park Monaco and Park Sienna, if
applicable, to cure, repurchase or
II-5
<PAGE>
replace
such Supplemental Mortgage Loan shall constitute the sole
remedy
against
such Seller respecting such breach available to
Certificateholders, the Depositor or the Trustee;
(ii) the Trustee, the Underwriter and the Rating Agencies
are
provided with an Opinion of Counsel or Opinions of Counsel with
respect to
the tax treatment of the Trust Fund, to be delivered as
provided
pursuant to Section 2.01(f);
(iii) the Rating Agencies and the Underwriter are provided
with an
Opinion of Counsel or Opinions of Counsel with respect to the
validity
of the conveyance of the Supplemental Mortgage Loans conveyed
on such
Supplemental Transfer Date, to be delivered as provided
pursuant
to Section
2.01(f);
(iv) the execution and delivery of such Supplemental
Transfer
Agreement or conveyance of the related Supplemental Mortgage
Loans does
not result in a reduction or withdrawal of any ratings
assigned
to the Certificates by the Rating Agencies;
(v) the Supplemental Mortgage Loans conveyed on such
Supplemental Transfer Date were selected in a manner reasonably
believed
not to be
adverse to the interests of the Certificateholders;
(vi) no Supplemental Mortgage Loan conveyed on such
Supplemental Transfer date was 30 or more days delinquent;
(vii) the aggregate of the PO Percentages of the Stated
Principal
Balance of all Supplemental Mortgage Loans in a Loan Group
shall not
exceed the related PO Sublimit;
(viii) following the conveyance of the Supplemental Mortgage
Loans on
such Supplemental Transfer Date to the Trust Fund, the
characteristics of the Mortgage Loans in each Loan Group will
comply
with the
Pool Characteristics for such Loan Group (including the
permitted
variances listed therein); provided, that for the purpose of
making
these calculations, the characteristics for any Initial
Mortgage
Loan made
will be taken as of the Initial Cut-off Date and the
characteristics for any Supplemental Mortgage Loan will be taken as
of
the
related Supplemental Cut-off Date;
(ix) none of the Sellers or the Depositor shall be insolvent
or shall
be rendered insolvent as a result of such transfer; and
(x) the Depositor shall have delivered to the Trustee an
Officer's
Certificate confirming the satisfaction of each of these
conditions
precedent.
The Trustee shall not be required to investigate or otherwise
verify compliance with these conditions, except for its own receipt
of
documents specified above, and shall be entitled to rely on the
required
Officer's Certificate.
(f) Within seven Business Days after each Supplemental Transfer
Date, upon (1) delivery to the Trustee by the Depositor or
Countrywide of the
Opinions of Counsel referred to in Sections 2.01(e)(ii) and (iii),
(2)
delivery to the Trustee by Countrywide of a revised Mortgage Loan
Schedule
reflecting the Supplemental Mortgage Loans conveyed on such
Supplemental
Transfer Date to the Loan Group into which each Supplement Mortgage
Loan was
conveyed and (3) delivery to the Trustee by the Depositor of an
Officer's
Certificate confirming the satisfaction of each of the conditions
precedent
set forth in this Section 2.01(f), the Trustee shall pay to each
Seller the
Aggregate Supplemental
II-6
<PAGE>
Transfer Amount for each Loan Group used to purchase Supplemental
Mortgage
Loans for that Loan Group from such Seller from those funds that
were set
aside in the Pre-funding Account with respect to such Loan Group
pursuant to
Section 2.01(e). The positive difference, if any, between the
Aggregate
Supplemental Transfer Amount for a Loan Group and the Aggregate
Supplemental
Purchase Amount for that Loan Group shall be reinvested by the
Trustee in the
Pre-funding Account and shall remain designated as a portion of the
Pre-funded
Amount allocated to that Loan Group.
(g) The Trustee shall not be required to investigate or
otherwise
verify compliance with the conditions set forth in the preceding
paragraph,
except for its own receipt of documents specified above, and shall
be entitled
to rely on the required Officer's Certificate.
Within thirty days after the final Supplemental Transfer Date,
the
Depositor shall deliver to the Trustee a letter of a nationally
recognized
firm of independent public accountants stating whether or not the
Supplemental
Mortgage Loans conveyed on such Supplemental Transfer Date conform
to the
characteristics in Section 2.01(e)(vi), (vii) and (viii) for that
Loan Group.
(h) Neither the Depositor nor the Trust will acquire or hold
any
Mortgage Loan that would violate the representations made by
Countrywide set
forth in clause (48) of Schedule III-A hereto.
SECTION 2.02. Acceptance by Trustee of the Mortgage Loans.
(a) The Trustee acknowledges receipt of the documents
identified
in the Initial Certification in the form annexed hereto as Exhibit
F-1 and
declares that it holds and will hold such documents and the other
documents
delivered to it constituting the Mortgage Files, and that it holds
or will
hold such other assets as are included in the Trust Fund, in trust
for the
exclusive use and benefit of all present and future
Certificateholders. The
Trustee acknowledges that it will maintain possession of the
Mortgage Notes in
the State of California, unless otherwise permitted by the Rating
Agencies.
The Trustee agrees to execute and deliver on the Closing Date
to
the Depositor, the Master Servicer and Countrywide (on its own
behalf and on
behalf of Park Granada, Park Monaco and Park Sienna) an Initial
Certification
in the form annexed hereto as Exhibit F-1. Based on its review
and
examination, and only as to the documents identified in such
Initial
Certification, the Trustee acknowledges that such documents appear
regular on
their face and relate to such Initial Mortgage Loan. The Trustee
shall be
under no duty or obligation to inspect, review or examine said
documents,
instruments, certificates or other papers to determine that the
same are
genuine, enforceable or appropriate for the represented purpose or
that they
have actually been recorded in the real estate records or that they
are other
than what they purport to be on their face.
On or about the thirtieth (30th) day after the Closing Date,
the
Trustee shall deliver to the Depositor, the Master Servicer and
Countrywide
(on its own behalf and on behalf of Park Granada, Park Monaco and
Park Sienna)
a Delay Delivery Certification with respect to the Mortgage Loans
in the form
annexed hereto as Exhibit G-1, with any applicable exceptions noted
thereon.
Not later than 90 days after the Closing Date, the Trustee
shall
deliver to the Depositor, the Master Servicer and Countrywide (on
its own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
a Final
Certification with respect to the Initial Mortgage Loans in the
form annexed
hereto as Exhibit H-1, with any applicable exceptions noted
thereon. If, in
the course of such review, the Trustee finds any document
constituting a part
of a Mortgage File which does not meet the requirements of Section
2.01, the
Trustee shall list such as an exception in the Final Certification;
provided,
however that the Trustee shall not make any determination as to
whether (i)
any endorsement is sufficient to transfer all right, title and
interest of the
party so endorsing, as noteholder or assignee thereof, in and to
that
II-7
<PAGE>
Mortgage Note or (ii) any assignment is in recordable form or is
sufficient to
effect the assignment of and transfer to the assignee thereof under
the
mortgage to which the assignment relates. Countrywide (on its own
behalf and
on behalf of Park Granada, Park Monaco and Park Sienna) shall
promptly correct
or cure such defect within 90 days from the date it was so notified
of such
defect and, if Countrywide does not correct or cure such defect
within such
period, Countrywide (on its own behalf and on behalf of Park
Granada, Park
Monaco and Park Sienna) shall either (a) substitute for the related
Mortgage
Loan a Substitute Mortgage Loan, which substitution shall be
accomplished in
the manner and subject to the conditions set forth in Section 2.03,
or (b)
purchase such Mortgage Loan from the Trustee within 90 days from
the date
Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and
Park Sienna) was notified of such defect in writing at the Purchase
Price of
such Mortgage Loan; provided, however, that in no event shall
such
substitution or purchase occur more than 540 days from the Closing
Date,
except that if the substitution or purchase of a Mortgage Loan
pursuant to
this provision is required by reason of a delay in delivery of any
documents
by the appropriate recording office, and there is a dispute between
either the
Master Servicer or Countrywide (on its own behalf and on behalf of
Park
Granada, Park Monaco and Park Sienna) and the Trustee over the
location or
status of the recorded document, then such substitution or purchase
shall
occur within 720 days from the Closing Date. The Trustee shall
deliver written
notice to each Rating Agency within 270 days from the Closing Date
indicating
each Mortgage Loan (a) which has not been returned by the
appropriate
recording office or (b) as to which there is a dispute as to
location or
status of such Mortgage Loan. Such notice shall be delivered every
90 days
thereafter until the related Mortgage Loan is returned to the
Trustee. Any
such substitution pursuant to (a) above or purchase pursuant to (b)
above
shall not be effected prior to the delivery to the Trustee of the
Opinion of
Counsel required by Section 2.05 hereof, if any, and any
substitution pursuant
to (a) above shall not be effected prior to the additional delivery
to the
Trustee of a Request for Release substantially in the form of
Exhibit N. No
substitution is permitted to be made in any calendar month after
the
Determination Date for such month. The Purchase Price for any such
Mortgage
Loan shall be deposited by Countrywide (on its own behalf and on
behalf of
Park Granada, Park Monaco and Park Sienna) in the Certificate
Account on or
prior to the Distribution Account Deposit Date for the Distribution
Date in
the month following the month of repurchase and, upon receipt of
such deposit
and certification with respect thereto in the form of Exhibit N
hereto, the
Trustee shall release the related Mortgage File to Countrywide (on
its own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
and shall
execute and deliver at Countrywide's (on its own behalf and on
behalf of Park
Granada, Park Monaco and Park Sienna) request such instruments of
transfer or
assignment prepared by Countrywide, in each case without recourse,
as shall be
necessary to vest in Countrywide (on its own behalf and on behalf
of Park
Granada, Park Monaco and Park Sienna), or its designee, the
Trustee's interest
in any Mortgage Loan released pursuant hereto. If pursuant to the
foregoing
provisions Countrywide (on its own behalf and on behalf of Park
Granada, Park
Monaco and Park Sienna) repurchases an Mortgage Loan that is a MERS
Mortgage
Loan, the Master Servicer shall either (i) cause MERS to execute
and deliver
an assignment of the Mortgage in recordable form to transfer the
Mortgage from
MERS to Countrywide (on its own behalf and on behalf of Park
Granada, Park
Monaco and Park Sienna) or its designee and shall cause such
Mortgage to be
removed from registration on the MERS(R) System in accordance with
MERS' rules
and regulations or (ii) cause MERS to designate on the MERS(R)
System
Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and
Park Sienna) or its designee as the beneficial holder of such
Mortgage Loan.
(b) Upon delivery of the Supplemental Mortgage Loans pursuant to
a
Supplemental Transfer Agreement, the Trustee shall acknowledge
receipt of the
documents identified in any Supplemental Certification in the form
annexed
hereto as Exhibit F-2 and declare that it will hold such documents
and the
other documents delivered to it constituting the Mortgage Files,
and that it
will hold such other assets as are included in the Trust Fund, in
trust for
the exclusive use and benefit of all present and future
Certificateholders.
The Trustee acknowledges that it will maintain possession of the
Mortgage
Notes in the State of California, unless otherwise permitted by the
Rating
Agencies.
II-8
<PAGE>
The Trustee agrees to execute and deliver on the Supplemental
Transfer Date to the Depositor, the Master Servicer and Countrywide
(on its
own behalf and on behalf of Park Granada, Park Monaco and Park
Sienna) a
Supplemental Certification in the form annexed hereto as Exhibit
F-2. Based on
its review and examination, and only as to the documents identified
in such
Supplemental Certification, the Trustee shall acknowledge that such
documents
appear regular on their face and relate to such Supplemental
Mortgage Loan.
The Trustee shall be under no duty or obligation to inspect, review
or examine
said documents, instruments, certificates or other papers to
determine that
the same are genuine, enforceable or appropriate for the
represented purpose
or that they have actually been recorded in the real estate records
or that
they are other than what they purport to be on their face.
On or about the twentieth (20th) day after the Supplemental
Transfer Date, the Trustee shall deliver to the Depositor, the
Master Servicer
and Countrywide (on its own behalf and on behalf of Park Granada,
Park Monaco
and Park Sienna) a Delay Delivery Certification with respect to
the
Supplemental Mortgage Loans in the form annexed hereto as Exhibit
G-2, with
any applicable exceptions noted thereon.
Not later than 90 days after the final Supplemental Transfer
Date,
the Trustee shall deliver to the Depositor, the Master Servicer
and
Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and
Park Sienna) a Final Certification with respect to the Supplemental
Mortgage
Loans in the form annexed hereto as Exhibit H-2, with any
applicable
exceptions noted thereon.
(c) If, in the course of such review of the Mortgage Files
relating to the Supplemental Mortgage Loans, the Trustee finds any
document
constituting a part of a Mortgage File which does not meet the
requirements of
Section 2.01, the Trustee shall list such as an exception in the
Final
Certification; provided, however that the Trustee shall not make
any
determination as to whether (i) any endorsement is sufficient to
transfer all
right, title and interest of the party so endorsing, as noteholder
or assignee
thereof, in and to that Mortgage Note or (ii) any assignment is in
recordable
form or is sufficient to effect the assignment of and transfer to
the assignee
thereof under the mortgage to which the assignment relates.
Countrywide (on
its own behalf and on behalf of Park Granada, Park Monaco and Park
Sienna)
shall promptly correct or cure such defect within 90 days from the
date it was
so notified of such defect and, if Countrywide does not correct or
cure such
defect within such period, Countrywide (on its own behalf and on
behalf of
Park Granada, Park Monaco and Park Sienna) shall either (a)
substitute for the
related Mortgage Loan a Substitute Mortgage Loan, which
substitution shall be
accomplished in the manner and subject to the conditions set forth
in Section
2.03, or (b) purchase such Mortgage Loan from the Trustee within 90
days from
the date Countrywide (on its own behalf and on behalf of Park
Granada, Park
Monaco and Park Sienna) was notified of such defect in writing at
the Purchase
Price of such Mortgage Loan; provided, however, that in no event
shall such
substitution or purchase occur more than 540 days from the Closing
Date,
except that if the substitution or purchase of a Mortgage Loan
pursuant to
this provision is required by reason of a delay in delivery of any
documents
by the appropriate recording office, and there is a dispute between
either the
Master Servicer or Countrywide (on its own behalf and on behalf of
Park
Granada, Park Monaco and Park Sienna) and the Trustee over the
location or
status of the recorded document, then such substitution or purchase
shall
occur within 720 days from the Closing Date. The Trustee shall
deliver written
notice to each Rating Agency within 270 days from the Closing Date
indicating
each Mortgage Loan (a) which has not been returned by the
appropriate
recording office or (b) as to which there is a dispute as to
location or
status of such Mortgage Loan. Such notice shall be delivered every
90 days
thereafter until the related Mortgage Loan is returned to the
Trustee. Any
such substitution pursuant to (a) above or purchase pursuant to (b)
above
shall not be effected prior to the delivery to the Trustee of the
Opinion of
Counsel required by Section 2.05 hereof, if any, and any
substitution pursuant
to (a) above shall not be effected prior to the additional delivery
to the
Trustee of a Request for Release substantially in the form of
Exhibit N. No
substitution is permitted to be made in any calendar month after
the
Determination Date for such month. The Purchase Price for any such
Mortgage
II-9
<PAGE>
Loan shall be deposited by Countrywide (on its own behalf and on
behalf of
Park Granada, Park Monaco and Park Sienna) in the Certificate
Account on or
prior to the Distribution Account Deposit Date for the Distribution
Date in
the month following the month of repurchase and, upon receipt of
such deposit
and certification with respect thereto in the form of Exhibit N
hereto, the
Trustee shall release the related Mortgage File to Countrywide (on
its own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
and shall
execute and deliver at Countrywide's (on its own behalf and on
behalf of Park
Granada, Park Monaco and Park Sienna) request such instruments of
transfer or
assignment prepared by Countrywide, in each case without recourse,
as shall be
necessary to vest in Countrywide (on its own behalf and on behalf
of Park
Granada, Park Monaco and Park Sienna), or a designee, the Trustee's
interest
in any Mortgage Loan released pursuant hereto. If pursuant to the
foregoing
provisions Countrywide (on its own behalf and on behalf of Park
Granada, Park
Monaco and Park Sienna) repurchases a Supplemental Mortgage Loan
that is a
MERS Mortgage Loan, the Master Servicer shall either (i) cause MERS
to execute
and deliver an assignment of the Mortgage in recordable form to
transfer the
Mortgage from MERS to Countrywide (on its own behalf and on behalf
of Park
Granada, Park Monaco and Park Sienna) and shall cause such Mortgage
to be
removed from registration on the MERS(R) System in accordance with
MERS' rules
and regulations or (ii) cause MERS to designate on the MERS(R)
System
Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and
Park Sienna) or its designee as the beneficial holder of such
Mortgage Loan.
(d) The Trustee shall retain possession and custody of each
Mortgage File in accordance with and subject to the terms and
conditions set
forth herein. The Master Servicer shall promptly deliver to the
Trustee, upon
the execution or receipt thereof, the originals of such other
documents or
instruments constituting the Mortgage File as come into the
possession of the
Master Servicer from time to time.
(e) It is understood and agreed that the respective obligations
of
each Seller to substitute for or to purchase any Mortgage Loan sold
to the
Depositor by it which does not meet the requirements of Section
2.01 above
shall constitute the sole remedy respecting such defect available
to the
Trustee, the Depositor and any Certificateholder against that
Seller.
(f) Neither the Depositor nor the Trust will acquire or hold
any
Mortgage Loan that would violate the representations made by
Countrywide set
forth in clause (49) of Schedule III-A hereto.
SECTION 2.03. Representations, Warranties and Covenants of the
Sellers and Master Servicer.
(a) Countrywide hereby makes the representations and warranties
set forth in (i) Schedule II-A, Schedule II-B, Schedule II-C and
Schedule II-D
hereto, and by this reference incorporated herein, to the
Depositor, the
Master Servicer and the Trustee, as of the Closing Date, (ii)
Schedule III-A
hereto, and by this reference incorporated herein, to the
Depositor, the
Master Servicer and the Trustee, as of the Closing Date, or if so
specified
therein, as of the Initial Cut-off Date with respect to all of the
Initial
Mortgage Loans and as of the related Supplemental Cut-off Date with
respect to
all of the Supplemental Mortgage Loans, and (iii) Schedule III-B
hereto, and
by this reference incorporated herein, to the Depositor, the Master
Servicer
and the Trustee, as of the Closing Date, or if so specified
therein, as of the
Initial Cut-off Date with respect to the Initial Mortgage Loans
that are
Countrywide Mortgage Loans and as of the related Supplemental
Cut-off Date
with respect to the Supplemental Mortgage Loans that are
Countrywide Mortgage
Loans. Park Granada hereby makes the representations and warranties
set forth
in (i) Schedule II-B hereto, and by this reference incorporated
herein, to the
Depositor, the Master Servicer and the Trustee, as of the Closing
Date and
(ii) Schedule III-C hereto, and by this reference incorporated
herein, to the
Depositor, the Master Servicer and the Trustee, as of the Closing
Date, or if
so specified therein, as of the Initial Cut-off Date with respect
to the
Initial Mortgage Loans that are Park Granada
II-10
<PAGE>
Mortgage Loans and as of the related Supplemental Cut-off Date with
respect to
the Supplemental Mortgage Loans that are Park Granada Mortgage
Loans. Park
Monaco hereby makes the representations and warranties set forth in
(i)
Schedule II-C hereto, and by this reference incorporated herein, to
the
Depositor, the Master Servicer and the Trustee, as of the Closing
Date and
(ii) Schedule III-D hereto, and by this reference incorporated
herein, to the
Depositor, the Master Servicer and the Trustee, as of the Closing
Date, or if
so specified therein, as of the Initial Cut-off Date with respect
to the
Initial Mortgage Loans that are Park Monaco Mortgage Loans and as
of the
related Supplemental Cut-off Date with respect to the Supplemental
Mortgage
Loans that are Park Monaco Mortgage Loans. Park Sienna hereby makes
the
representations and warranties set forth in (i) Schedule II-D
hereto, and by
this reference incorporated herein, to the Depositor, the Master
Servicer and
the Trustee, as of the Closing Date and (ii) Schedule III-E hereto,
and by
this reference incorporated herein, to the Depositor, the Master
Servicer and
the Trustee, as of the Closing Date, or if so specified therein, as
of the
Initial Cut-off Date with respect to the Initial Mortgage Loans
that are Park
Sienna Mortgage Loans and as of the related Supplemental Cut-off
Date with
respect to the Supplemental Mortgage Loans that are Park Sienna
Mortgage
Loans.
(b) The Master Servicer hereby makes the representations and
warranties set forth in Schedule IV hereto, and by this reference
incorporated
herein, to the Depositor and the Trustee, as of the Closing
Date.
(c) Upon discovery by any of the parties hereto of a breach of
a
representation or warranty with respect to a Mortgage Loan made
pursuant to
Section 2.03(a) or a breach of a representation or warranty with
respect to a
Supplemental Mortgage Loan under Section 2.01(e)(i) that materially
and
adversely affects the interests of the Certificateholders in that
Mortgage
Loan, the party discovering such breach shall give prompt notice
thereof to
the other parties. Each Seller hereby covenants that within 90 days
of the
earlier of its discovery or its receipt of written notice from any
party of a
breach of any representation or warranty with respect to a Mortgage
Loan sold
by it pursuant to Section 2.03(a) and with respect to a breach of
a
representation and warranty with respect to a Supplemental Mortgage
Loan sold
by it under Section 2.01(e)(i) which materially and adversely
affects the
interests of the Certificateholders in that Mortgage Loan, it shall
cure such
breach in all material respects, and if such breach is not so
cured, shall,
(i) if such 90-day period expires prior to the second anniversary
of the
Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan")
from the
Trust Fund and substitute in its place a Substitute Mortgage Loan,
in the
manner and subject to the conditions set forth in this Section; or
(ii)
repurchase the affected Mortgage Loan or Mortgage Loans from the
Trustee at
the Purchase Price in the manner set forth below; provided,
however, that any
such substitution pursuant to (i) above shall not be effected prior
to the
delivery to the Trustee of the Opinion of Counsel required by
Section 2.05
hereof, if any, and any such substitution pursuant to (i) above
shall not be
effected prior to the additional delivery to the Trustee of a
Request for
Release substantially in the form of Exhibit N and the Mortgage
File for any
such Substitute Mortgage Loan. The Seller repurchasing a Mortgage
Loan
pursuant to this Section 2.03(c) shall promptly reimburse the
Master Servicer
and the Trustee for any expenses reasonably incurred by the Master
Servicer or
the Trustee in respect of enforcing the remedies for such breach.
With respect
to the representations and warranties described in this Section
which are made
to the best of a Seller's knowledge, if it is discovered by either
the
Depositor, a Seller or the Trustee that the substance of such
representation
and warranty is inaccurate and such inaccuracy materially and
adversely
affects the value of the related Mortgage Loan or the interests of
the
Certificateholders therein, notwithstanding that Seller's lack of
knowledge
with respect to the substance of such representation or warranty,
such
inaccuracy shall be deemed a breach of the applicable
representation or
warranty. Any breach of a representation set forth in clauses (44)
through
(63) of Schedule III-A with respect to a Mortgage Loan shall be
deemed to
materially and adversely affect the interests of the
Certificateholders.
II-11
<PAGE>
With respect to any Substitute Mortgage Loan or Loans, sold to
the
Depositor by a Seller, Countrywide (on its own behalf and on behalf
of Park
Granada, Park Monaco and Park Sienna) shall deliver to the Trustee
for the
benefit of the Certificateholders the Mortgage Note, the Mortgage,
the related
assignment of the Mortgage, and such other documents and agreements
as are
required by Section 2.01, with the Mortgage Note endorsed and the
Mortgage
assigned as required by Section 2.01. No substitution is permitted
to be made
in any calendar month after the Determination Date for such month.
Scheduled
Payments due with respect to Substitute Mortgage Loans in the month
of
substitution shall not be part of the Trust Fund and will be
retained by the
related Seller on the next succeeding Distribution Date. For the
month of
substitution, distributions to Certificateholders will include the
monthly
payment due on any Deleted Mortgage Loan for such month and
thereafter that
Seller shall be entitled to retain all amounts received in respect
of such
Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage
Loan
Schedule for the benefit of the Certificateholders to reflect the
removal of
such Deleted Mortgage Loan and the substitution of the Substitute
Mortgage
Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan
Schedule to the Trustee. Upon such substitution, the Substitute
Mortgage Loan
or Loans shall be subject to the terms of this Agreement in all
respects, and
the related Seller shall be deemed to have made with respect to
such
Substitute Mortgage Loan or Loans, as of the date of substitution,
the
representations and warranties made pursuant to Section 2.03(a)
with respect
to such Mortgage Loan. Upon any such substitution and the deposit
to the
Certificate Account of the amount required to be deposited therein
in
connection with such substitution as described in the following
paragraph, the
Trustee shall release the Mortgage File held for the benefit of
the
Certificateholders relating to such Deleted Mortgage Loan to the
related
Seller and shall execute and deliver at such Seller's direction
such
instruments of transfer or assignment prepared by Countrywide (on
its own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna),
in each
case without recourse, as shall be necessary to vest title in that
Seller, or
its designee, the Trustee's interest in any Deleted Mortgage Loan
substituted
for pursuant to this Section 2.03.
For any month in which a Seller substitutes one or more
Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer
will determine the amount (if any) by which the aggregate principal
balance of
all Substitute Mortgage Loans sold to the Depositor by that Seller
as of the
date of substitution is less than the aggregate Stated Principal
Balance of
all Deleted Mortgage Loans repurchased by that Seller (after
application of
the scheduled principal portion of the monthly payments due in the
month of
substitution). The amount of such shortage (the "Substitution
Adjustment
Amount") plus an amount equal to the aggregate of any unreimbursed
Advances
with respect to such Deleted Mortgage Loans shall be deposited in
the
Certificate Account by Countrywide (on its own behalf and on behalf
of Park
Granada, Park Monaco and Park Sienna) on or before the Distribution
Account
Deposit Date for the Distribution Date in the month succeeding the
calendar
month during which the related Mortgage Loan became required to be
purchased
or replaced hereunder.
In the event that a Seller shall have repurchased a Mortgage
Loan,
the Purchase Price therefor shall be deposited in the Certificate
Account
pursuant to Section 3.05 on or before the Distribution Account
Deposit Date
for the Distribution Date in the month following the month during
which that
Seller became obligated hereunder to repurchase or replace such
Mortgage Loan
and upon such deposit of the Purchase Price, the delivery of the
Opinion of
Counsel required by Section 2.05 and receipt of a Request for
Release in the
form of Exhibit N hereto, the Trustee shall release the related
Mortgage File
held for the benefit of the Certificateholders to such Person, and
the Trustee
shall execute and deliver at such Person's direction such
instruments of
transfer or assignment prepared by such Person, in each case
without recourse,
as shall be necessary to transfer title from the Trustee. It is
understood and
agreed that the obligation under this Agreement of any Person to
cure,
repurchase or replace any Mortgage Loan as to which a breach has
occurred and
is continuing shall constitute the sole remedy against such Persons
respecting
such breach available to Certificateholders, the Depositor or the
Trustee on
their behalf.
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<PAGE>
The representations and warranties made pursuant to this
Section
2.03 shall survive delivery of the respective Mortgage Files to the
Trustee
for the benefit of the Certificateholders.
SECTION 2.04. Representations and Warranties of the Depositor
as
to the
Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee
with
respect to each Initial Mortgage Loan as of the date hereof or such
other date
set forth herein that as of the Closing Date, and following the
transfer of
the Initial Mortgage Loans to it by each Seller, the Depositor had
good title
to the Initial Mortgage Loans and the Mortgage Notes were subject
to no
offsets, defenses or counterclaims.
The Depositor hereby assigns, transfers and conveys to the
Trustee
all of its rights with respect to the Mortgage Loans including,
without
limitation, the representations and warranties of each Seller made
pursuant to
Section 2.03(a)(ii) hereof, together with all rights of the
Depositor to
require each Seller to cure any breach thereof or to repurchase or
substitute
for any affected Mortgage Loan in accordance with this
Agreement.
It is understood and agreed that the representations and
warranties set forth in this Section 2.04 shall survive delivery of
the
Mortgage Files to the Trustee. Upon discovery by the Depositor or
the Trustee
of a breach of any of the foregoing representations and warranties
set forth
in this Section 2.04 (referred to herein as a "breach"), which
breach
materially and adversely affects the interest of the
Certificateholders, the
party discovering such breach shall give prompt written notice to
the others
and to each Rating Agency.
SECTION 2.05. Delivery of Opinion of Counsel in Connection with
Substitutions.
(a) Notwithstanding any contrary provision of this Agreement,
no
substitution pursuant to Section 2.02 or Section 2.03 shall be made
more than
90 days after the Closing Date unless Countrywide delivers to the
Trustee an
Opinion of Counsel, which Opinion of Counsel shall not be at the
expense of
either the Trustee or the Trust Fund, addressed to the Trustee, to
the effect
that such substitution will not (i) result in the imposition of the
tax on
"prohibited transactions" on the Trust Fund or contributions after
the Startup
Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code,
respectively,
or (ii) cause any REMIC created hereunder to fail to qualify as a
REMIC at any
time that any Certificates are outstanding.
(b) Upon discovery by the Depositor, a Seller, the Master
Servicer, or the Trustee that any Mortgage Loan does not constitute
a
"qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, the
party discovering such fact shall promptly (and in any event within
five (5)
Business Days of discovery) give written notice thereof to the
other parties.
In connection therewith, the Trustee shall require Countrywide (on
its own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna),
at its
option, to either (i) substitute, if the conditions in Section
2.03(c) with
respect to substitutions are satisfied, a Substitute Mortgage Loan
for the
affected Mortgage Loan, or (ii) repurchase the affected Mortgage
Loan within
90 days of such discovery in the same manner as it would a Mortgage
Loan for a
breach of representation or warranty made pursuant to Section 2.03.
The
Trustee shall reconvey to Countrywide the Mortgage Loan to be
released
pursuant hereto in the same manner, and on the same terms and
conditions, as
it would a Mortgage Loan repurchased for breach of a representation
or
warranty contained in Section 2.03.
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<PAGE>
SECTION 2.06. Execution and Delivery of Certificates.
The Trustee acknowledges the transfer and assignment to it of
the
Trust Fund and, concurrently with such transfer and assignment, has
executed
and delivered to or upon the order of the Depositor, the
Certificates in
authorized denominations evidencing directly or indirectly the
entire
ownership of the Trust Fund. The Trustee agrees to hold the Trust
Fund and
exercise the rights referred to above for the benefit of all
present and
future Holders of the Certificates and to perform the duties set
forth in this
Agreement, to the end that the interests of the Holders of the
Certificates
may be adequately and effectively protected.
SECTION 2.07. REMIC Matters.
The Preliminary Statement sets forth the designations and
"latest
possible maturity date" for federal income tax purposes of all
interests
created hereby. The "Startup Day" for purposes of the REMIC
Provisions shall
be the Closing Date. The "tax matters person" with respect to each
REMIC
hereunder shall be the Trustee and the Trustee shall hold the Tax
Matters
Person Certificate. Each REMIC's fiscal year shall be the calendar
year.
SECTION 2.08. Covenants of the Master Servicer.
The Master Servicer hereby covenants to the Depositor and the
Trustee as follows:
(a) the Master Servicer shall comply in the performance of its
obligations under this Agreement with all reasonable rules and
requirements of
the insurer under each Required Insurance Policy; and
(b) no written information, certificate of an officer,
statement
furnished in writing or written report delivered to the Depositor,
any
affiliate of the Depositor or the Trustee and prepared by the
Master Servicer
pursuant to this Agreement will contain any untrue statement of a
material
fact or omit to state a material fact necessary to make such
information,
certificate, statement or report not misleading.
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<PAGE>
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01. Master Servicer to Service Mortgage Loans.
For and on behalf of the Certificateholders, the Master
Servicer
shall service and administer the Mortgage Loans in accordance with
the terms
of this Agreement and customary and usual standards of practice of
prudent
mortgage loan servicers. In connection with such servicing and
administration,
the Master Servicer shall have full power and authority, acting
alone and/or
through Subservicers as provided in Section 3.02 hereof, subject to
the terms
hereof (i) to execute and deliver, on behalf of the
Certificateholders and the
Trustee, customary consents or waivers and other instruments and
documents,
(ii) to consent to transfers of any Mortgaged Property and
assumptions of the
Mortgage Notes and related Mortgages (but only in the manner
provided in this
Agreement), (iii) to collect any Insurance Proceeds and other
Liquidation
Proceeds (which, for the purpose of this Section, includes any
Subsequent
Recoveries), and (iv) to effectuate foreclosure or other conversion
of the
ownership of the Mortgaged Property securing any Mortgage Loan;
provided that
the Master Servicer shall not take any action that is inconsistent
with or
prejudices the interests of the Trust Fund or the
Certificateholders in any
Mortgage Loan or the rights and interests of the Depositor, the
Trustee and
the Certificateholders under this Agreement. The Master Servicer
shall
represent and protect the interests of the Trust Fund in the same
manner as it
protects its own interests in mortgage loans in its own portfolio
in any
claim, proceeding or litigation regarding a Mortgage Loan, and
shall not make
or permit any modification, waiver or amendment of any Mortgage
Loan which
would cause any REMIC created hereunder to fail to qualify as a
REMIC or
result in the imposition of any tax under Section 860F(a) or
Section 860G(d)
of the Code. Without limiting the generality of the foregoing, the
Master
Servicer, in its own name or in the name of the Depositor and the
Trustee, is
hereby authorized and empowered by the Depositor and the Trustee,
when the
Master Servicer believes it appropriate in its reasonable judgment,
to execute
and deliver, on behalf of the Trustee, the Depositor, the
Certificateholders
or any of them, any and all instruments of satisfaction or
cancellation, or of
partial or full release or discharge and all other comparable
instruments,
with respect to the Mortgage Loans, and with respect to the
Mortgaged
Properties held for the benefit of the Certificateholders. The
Master Servicer
shall prepare and deliver to the Depositor and/or the Trustee such
documents
requiring execution and delivery by either or both of them as are
necessary or
appropriate to enable the Master Servicer to service and administer
the
Mortgage Loans to the extent that the Master Servicer is not
permitted to
execute and deliver such documents pursuant to the preceding
sentence. Upon
receipt of such documents, the Depositor and/or the Trustee shall
execute such
documents and deliver them to the Master Servicer. The Master
Servicer further
is authorized and empowered by the Trustee, on behalf of the
Certificateholders and the Trustee, in its own name or in the name
of the
Subservicer, when the Master Servicer or the Subservicer, as the
case may be,
believes it appropriate in its best judgment to register any
Mortgage Loan on
the MERS(R) System, or cause the removal from the registration of
any Mortgage
Loan on the MERS(R) System, to execute and deliver, on behalf of
the Trustee
and the Certificateholders or any of them, any and all instruments
of
assignment and other comparable instruments with respect to such
assignment or
re-recording of a Mortgage in the name of MERS, solely as nominee
for the
Trustee and its successors and assigns.
In accordance with the standards of the preceding paragraph,
the
Master Servicer shall advance or cause to be advanced funds as
necessary for
the purpose of effecting the payment of taxes and assessments on
the Mortgaged
Properties, which advances shall be reimbursable in the first
instance from
related collections from the Mortgagors pursuant to Section 3.06,
and further
as provided in Section 3.08. The costs incurred by the Master
Servicer, if
any, in effecting the timely payments of taxes and assessments on
the
Mortgaged Properties and related insurance premiums shall not, for
the purpose
of
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<PAGE>
calculating monthly distributions to the Certificateholders, be
added to the
Stated Principal Balances of the related Mortgage Loans,
notwithstanding that
the terms of such Mortgage Loans so permit.
SECTION 3.02. Subservicing; Enforcement of the Obligations of
Subservicers.
(a) The Master Servicer may arrange for the subservicing of any
Mortgage Loan by a Subservicer pursuant to a subservicing
agreement; provided,
however, that such subservicing arrangement and the terms of the
related
subservicing agreement must provide for the servicing of such
Mortgage Loans
in a manner consistent with the servicing arrangements contemplated
hereunder.
Unless the context otherwise requires, references in this Agreement
to actions
taken or to be taken by the Master Servicer in servicing the
Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of
the Master
Servicer. Notwithstanding the provisions of any subservicing
agreement, any of
the provisions of this Agreement relating to agreements or
arrangements
between the Master Servicer and a Subservicer or reference to
actions taken
through a Subservicer or otherwise, the Master Servicer shall
remain obligated
and liable to the Depositor, the Trustee and the Certificateholders
for the
servicing and administration of the Mortgage Loans in accordance
with the
provisions of this Agreement without diminution of such obligation
or
liability by virtue of such subservicing agreements or arrangements
or by
virtue of indemnification from the Subservicer and to the same
extent and
under the same terms and conditions as if the Master Servicer alone
were
servicing and administering the Mortgage Loans. All actions of
each
Subservicer performed pursuant to the related subservicing
agreement shall be
performed as an agent of the Master Servicer with the same force
and effect as
if performed directly by the Master Servicer.
(b) For purposes of this Agreement, the Master Servicer shall
be
deemed to have received any collections, recoveries or payments
with respect
to the Mortgage Loans that are received by a Subservicer regardless
of whether
such payments are remitted by the Subservicer to the Master
Servicer.
SECTION 3.03. Rights of the Depositor and the Trustee in
Respect
of the Master Servicer.
The Depositor may, but is not obligated to, enforce the
obligations of the Master Servicer hereunder and may, but is not
obligated to,
perform, or cause a designee to perform, any defaulted obligation
of the
Master Servicer hereunder and in connection with any such defaulted
obligation
to exercise the related rights of the Master Servicer hereunder;
provided that
the Master Servicer shall not be relieved of any of its obligations
hereunder
by virtue of such performance by the Depositor or its designee.
Neither the
Trustee nor the Depositor shall have any responsibility or
liability for any
action or failure to act by the Master Servicer nor shall the
Trustee or the
Depositor be obligated to supervise the performance of the Master
Servicer
hereunder or otherwise.
SECTION 3.04. Trustee to Act as Master Servicer.
In the event that the Master Servicer shall for any reason no
longer be the Master Servicer hereunder (including by reason of an
Event of
Default or termination by the Depositor), the Trustee or its
successor shall
thereupon assume all of the rights and obligations of the Master
Servicer
hereunder arising thereafter (except that the Trustee shall not be
(i) liable
for losses of the Master Servicer pursuant to Section 3.09 hereof
or any acts
or omissions of the predecessor Master Servicer hereunder), (ii)
obligated to
make Advances if it is prohibited from doing so by applicable law,
(iii)
obligated to effectuate repurchases or substitutions of Mortgage
Loans
hereunder including, but not limited to, repurchases or
substitutions of
Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, (iv)
responsible for
expenses of the Master Servicer pursuant to Section 2.03 or (v)
deemed to have
made any representations and warranties of the Master Servicer
hereunder). Any
such assumption shall be subject to Section 7.02
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<PAGE>
hereof. If the Master Servicer shall for any reason no longer be
the Master
Servicer (including by reason of any Event of Default or
termination by the
Depositor), the Trustee or its successor shall succeed to any
rights and
obligations of the Master Servicer under each subservicing
agreement.
The Master Servicer shall, upon request of the Trustee, but at
the
expense of the Master Servicer, deliver to the assuming party all
documents
and records relating to each subservicing agreement or substitute
subservicing
agreement and the Mortgage Loans then being serviced thereunder and
an
accounting of amounts collected or held by it and otherwise use its
best
efforts to effect the orderly and efficient transfer of the
substitute
subservicing agreement to the assuming party.
SECTION 3.05. Collection of Mortgage Loan Payments; Certificate
Account; Distribution Account; Pre-funding Account
and the Capitalizedc Interest Account.
(a) The
Master Servicer shall make reasonable efforts in accordance
with
the customary and usual standards of practice of prudent mortgage
servicers to
collect all payments called for under the terms and provisions of
the Mortgage
Loans to the extent such procedures shall be consistent with this
Agreement
and the terms and provisions of any related Required Insurance
Policy.
Consistent with the foregoing, the Master Servicer may in its
discretion (i)
waive any late payment charge or any Prepayment Charge or penalty
interest in
connection with the prepayment of a Mortgage Loan and (ii) extend
the due
dates for payments due on a Mortgage Note for a period not greater
than 180
days; provided, however, that the Master Servicer cannot extend the
maturity
of any such Mortgage Loan past the date on which the final payment
is due on
the latest maturing Mortgage Loan as of the Cut-off Date. In the
event of any
such arrangement, the Master Servicer shall make Advances on the
related
Mortgage Loan in accordance with the provisions of Section 4.01
during the
scheduled period in accordance with the amortization schedule of
such Mortgage
Loan without modification thereof by reason of such arrangements.
The Master
Servicer shall not be required to institute or join in litigation
with respect
to collection of any payment (whether under a Mortgage, Mortgage
Note or
otherwise or against any public or governmental authority with
respect to a
taking or condemnation) if it reasonably believes that enforcing
the provision
of the Mortgage or other instrument pursuant to which such payment
is required
is prohibited by applicable law.
(b) The
Master Servicer shall establish and maintain a Certificate
Account into which the Master Servicer shall deposit or cause to be
deposited
no later than two Business Days after receipt (or, if the current
long-term
credit rating of Countrywide is reduced below "A-" by S&P or
Fitch, or "A3" by
Moody's, the Master Servicer shall deposit or cause to be deposited
on a daily
basis within one Business Day of receipt), except as otherwise
specifically
provided herein, the following payments and collections remitted
by
Subservicers or received by it in respect of Mortgage Loans
subsequent to the
Cut-off Date (other than in respect of principal and interest due
on the
Mortgage Loans on or before the Cut-off Date) and the following
amounts
required to be deposited hereunder:
(i) all payments on account of principal on the Mortgage Loans,
including
Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans,
net of the
Master Servicing Fee, Prepayment Interest Excess and any
lender-paid mortgage insurance premiums;
(iii) [reserved];
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<PAGE>
(iv) all Insurance Proceeds, Subsequent Recoveries and
Liquidation
Proceeds,
other than proceeds to be applied to the restoration or repair
of the
Mortgaged Property or released to the Mortgagor in accordance
with the
Master Servicer's normal servicing procedures;
(v) any
amount required to be deposited by the Master Servicer or
the
Depositor pursuant to Section 3.05(e) in connection with any
losses
on
Permitted Investments for which it is responsible;
(vi) any amounts required to be deposited by the Master
Servicer
pursuant
to Section 3.09(c) and in respect of net monthly rental income
from REO
Property pursuant to Section 3.11 hereof;
(vii) all Substitution Adjustment Amounts;
(viii) all Advances made by the Master Servicer pursuant to
Section
4.01; and
(ix) any other amounts required to be deposited hereunder.
In
addition, with respect to any Mortgage Loan that is subject to
a
buydown agreement, on each Due Date for such Mortgage Loan, in
addition to the
monthly payment remitted by the Mortgagor, the Master Servicer
shall cause
funds to be deposited into the Certificate Account in an amount
required to
cause an amount of interest to be paid with respect to such
Mortgage Loan
equal to the amount of interest that has accrued on such Mortgage
Loan from
the preceding Due Date at the Mortgage Rate net of the Master
Servicing Fee.
The
foregoing requirements for remittance by the Master Servicer
shall
be exclusive, it being understood and agreed that, without limiting
the
generality of the foregoing, payments in the nature of Prepayment
Charges,
late payment charges or assumption fees, if collected, need not be
remitted by
the Master Servicer. In the event that the Master Servicer shall
remit any
amount not required to be remitted, it may at any time withdraw or
direct the
institution maintaining the Certificate Account to withdraw such
amount from
the Certificate Account, any provision herein to the contrary
notwithstanding.
Such withdrawal or direction may be accomplished by delivering
written notice
thereof to the Trustee or such other institution maintaining the
Certificate
Account which describes the amounts deposited in error in the
Certificate
Account. The Master Servicer shall maintain adequate records with
respect to
all withdrawals made pursuant to this Section. All funds deposited
in the
Certificate Account shall be held in trust for the
Certificateholders until
withdrawn in accordance with Section 3.08.
(c)
[Reserved].
(d) The
Trustee shall establish and maintain, on behalf of the
Certificateholders, the Distribution Account. The Trustee shall,
promptly upon
receipt, deposit in the Distribution Account and retain therein the
following:
(i) the aggregate amount remitted by the Master Servicer to the
Trustee
pursuant to Section 3.08(a)(ix);
(ii) any amount deposited by the Master Servicer or the
Depositor
pursuant
to Section 3.05(e) in connection with any losses on Permitted
Investments for which it is responsible; and
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<PAGE>
(iii) any other amounts deposited hereunder which are required
to
be
deposited in the Distribution Account.
In the
event that the Master Servicer shall remit any amount not
required to be remitted, it may at any time direct the Trustee to
withdraw
such amount from the Distribution Account, any provision herein to
the
contrary notwithstanding. Such direction may be accomplished by
delivering an
Officer's Certificate to the Trustee which describes the amounts
deposited in
error in the Distribution Account. All funds deposited in the
Distribution
Account shall be held by the Trustee in trust for the
Certificateholders until
disbursed in accordance with this Agreement or withdrawn in
accordance with
Section 3.08. In no event shall the Trustee incur liability for
withdrawals
from the Distribution Account at the direction of the Master
Servicer.
(e) Each
institution at which the Certificate Account, the Pre-funding
Account, the Capitalized Interest Account or the Distribution
Account is
maintained shall invest the funds therein as directed in writing by
the Master
Servicer in Permitted Investments, which shall mature not later
than (i) in
the case of the Certificate Account, the Pre-funding Account or
the
Capitalized Interest Account, the second Business Day next
preceding the
related Distribution Account Deposit Date (except that if such
Permitted
Investment is an obligation of the institution that maintains such
account,
then such Permitted Investment shall mature not later than the
Business Day
next preceding such Distribution Account Deposit Date) and (ii) in
the case of
the Distribution Account, the Business Day next preceding the
Distribution
Date (except that if such Permitted Investment is an obligation of
the
institution that maintains such fund or account, then such
Permitted
Investment shall mature not later than such Distribution Date) and,
in each
case, shall not be sold or disposed of prior to its maturity. Each
institution
at which the Pre-funding Account is maintained shall invest the
funds therein
in Permitted Investments that satisfy the requirements of category
(vi) of the
definition thereof, which do not represent a direct issuance from
the
respective obligor and which mature and shall be reinvested daily.
All such
Permitted Investments shall be made in the name of the Trustee, for
the
benefit of the Certificateholders. All income and gain net of any
losses
realized from any such investment of funds on deposit in the
Certificate
Account, or the Distribution Account shall be for the benefit of
the Master
Servicer as servicing compensation and shall be remitted to it
monthly as
provided herein. The amount of any realized losses in the
Certificate Account
or the Distribution Account incurred in any such account in respect
of any
such investments shall promptly be deposited by the Master Servicer
in the
Certificate Account or paid to the Trustee for deposit into the
Distribution
Account, as applicable. The amount of any losses in the Pre-funding
Account or
the Capitalized Interest Account incurred in respect of any such
investments
shall promptly be deposited by the Depositor in the Pre-funding
Account or the
Capitalized Interest Account, as applicable. All income or gain
(net of any
losses) realized from any such investment of funds on deposit in
the
Capitalized Interest Account shall be credited to the Capitalized
Interest
Account. The Trustee in its fiduciary capacity shall not be liable
for the
amount of any loss incurred in respect of any investment or lack of
investment
of funds held in the Certificate Account, the Capitalized Interest
Account,
the Pre-funding Account or the Distribution Account and made in
accordance
with this Section 3.05.
(f) The
Master Servicer shall give notice to the Trustee, each Seller,
each Rating Agency and the Depositor of any proposed change of the
location of
the Certificate Account prior to any change thereof. The Trustee
shall give
notice to the Master Servicer, each Seller, each Rating Agency and
the
Depositor of any proposed change of the location of the
Distribution Account,
the Capitalized Interest Account or the Pre-funding Account prior
to any
change thereof.
(g) The
Trustee shall establish and maintain, on behalf of the
Certificateholders, the Pre-funding Account. On the Closing Date
Countrywide
shall remit the Pre-funded Amount to the Trustee for deposit in
the
Pre-funding Account. On each Supplemental Transfer Date, upon
satisfaction of
the
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<PAGE>
conditions for such Supplemental Transfer Date set forth in Section
2.01(e),
with respect to the related Supplemental Transfer Agreement, the
Trustee shall
pay to each Seller selling Supplemental Mortgage Loans to the
Depositor on
such Supplemental Transfer Date the portion of the Aggregate
Supplemental
Transfer Amount held in escrow pursuant to Section 2.01(e) as
payment of the
purchase price for the Supplemental Mortgage Loans sold by such
Seller. If at
any time the Depositor becomes aware that the Cut-off Date Stated
Principal
Balance of Supplemental Mortgage Loans reflected on any
Supplemental Transfer
Agreement exceeds the actual Cut-off Date Stated Principal Balance
of the
relevant Supplemental Mortgage Loans, the Depositor may so notify
the Trustee
and the Trustee shall redeposit into the Pre-funding Account the
excess
reported to it by the Depositor.
If any
funds remain in the Pre-funding Account at the end of the
Funding
Period, to the extent that they represent earnings on the amounts
originally
deposited into the Pre-funding Account, the Trustee shall
distribute them to
the order of the Depositor. The remaining funds shall be
transferred to the
Distribution Account to be included as part of principal
distributions to the
Class PO Certificates, to the extent of the Remaining PO Pre-funded
Amount and
to the other Classes of Senior Certificates (other than the Class
PO
Certificates), to the extent of the Remaining Non-PO Pre-funded
Amount, as
applicable.
(h) The
Trustee shall establish and maintain, on behalf of the
Certificateholders, the Capitalized Interest Account. On the
Closing Date,
Countrywide shall remit the aggregate Capitalized Interest
Requirement to the
Trustee for deposit in the Capitalized Interest Account. On each
Distribution
Account Deposit Date related to a Funding Period Distribution Date,
upon
satisfaction of the conditions for such Supplemental Transfer Date
set forth
in Section 2.01(e), with respect to the related Supplemental
Transfer
Agreement, the Trustee shall transfer from the Capitalized Interest
Account to
the Distribution Account an amount equal to the Capitalized
Interest
Requirement (which, to the extent required, may include investment
earnings on
amounts on deposit therein) with respect to the amount remaining in
the
Pre-funding Account for the related Distribution Date as identified
by
Countrywide in the Supplemental Transfer Agreement.
If any
funds remain in the Capitalized Interest Account at the end of
the Funding Period, the Trustee shall make the transfer described
in the
preceding paragraph if necessary for the remaining Funding Period
Distribution
Date and the Trustee shall distribute any remaining funds in the
Capitalized
Interest Account to the order of the Depositor.
SECTION 3.06. Collection of Taxes, Assessments and Similar
Items;
Escrow Accounts.
(a) To the extent required by the related Mortgage Note and not
violative of current law, the Master Servicer shall establish and
maintain one
or more accounts (each, an "Escrow Account") and deposit and retain
therein
all collections from the Mortgagors (or advances by the Master
Servicer) for
the payment of taxes, assessments, hazard insurance premiums or
comparable
items for the account of the Mortgagors. Nothing herein shall
require the
Master Servicer to compel a Mortgagor to establish an Escrow
Account in
violation of applicable law.
(b) Withdrawals of amounts so collected from the Escrow
Accounts
may be made only to effect timely payment of taxes, assessments,
hazard
insurance premiums, condominium or PUD association dues, or
comparable items,
to reimburse the Master Servicer out of related collections for any
payments
made pursuant to Sections 3.01 hereof (with respect to taxes and
assessments
and insurance premiums) and 3.09 hereof (with respect to hazard
insurance), to
refund to any Mortgagors any sums determined to be overages, to pay
interest,
if required by law or the terms of the related Mortgage or Mortgage
Note, to
Mortgagors on balances in the Escrow Account or to clear and
terminate the
Escrow
III-6
<PAGE>
Account at the termination of this Agreement in accordance with
Section 9.01
hereof. The Escrow Accounts shall not be a part of the Trust
Fund.
(c) The Master Servicer shall advance any payments referred to
in
Section 3.06(a) that are not timely paid by the Mortgagors on the
date when
the tax, premium or other cost for which such payment is intended
is due, but
the Master Servicer shall be required so to advance only to the
extent that
such advances, in the good faith judgment of the Master Servicer,
will be
recoverable by the Master Servicer out of Insurance Proceeds,
Liquidation
Proceeds or otherwise.
SECTION 3.07. Access to Certain Documentation and Information
Regarding the Mortgage Loans.
The Master Servicer shall afford each Seller, the Depositor and
the Trustee reasonable access to all records and documentation
regarding the
Mortgage Loans and all accounts, insurance information and other
matters
relating to this Agreement, such access being afforded without
charge, but
only upon reasonable request and during normal business hours at
the office
designated by the Master Servicer.
Upon reasonable advance notice in writing, the Master Servicer
will provide to each Certificateholder and/or Certificate Owner
which is a
savings and loan association, bank or insurance company certain
reports and
reasonable access to information and documentation regarding the
Mortgage
Loans sufficient to permit such Certificateholder and/or
Certificate Owner to
comply with applicable regulations of the OTS or other regulatory
authorities
with respect to investment in the Certificates; provided that the
Master
Servicer shall be entitled to be reimbursed by each such
Certificateholder
and/or Certificate Owner for actual expenses incurred by the Master
Servicer
in providing such reports and access.
SECTION 3.08. Permitted Withdrawals from the Certificate
Account
and the Distribution Account.
(a) The Master Servicer may from time to time make withdrawals
from the Certificate Account for the following purposes:
(i) to pay to the Master Servicer (to the extent not previously
retained
by the Master Servicer) the servicing compensation to which it
is
entitled pursuant to Section 3.14, and to pay to the Master
Servicer,
as
additional servicing compensation, earnings on or investment
income
with
respect to funds in or credited to the Certificate Account;
(ii) to reimburse each of the Master Servicer and the Trustee
for
unreimbursed Advances made by it, such right of reimbursement
pursuant
to this
subclause (ii) being limited to amounts received on the
Mortgage
Loan(s) in
respect of which any such Advance was made;
(iii) to reimburse each of the Master Servicer and the Trustee
for
any
Nonrecoverable Advance previously made by it;
(iv) to reimburse the Master Servicer for Insured Expenses from
the
related Insurance Proceeds;
(v) to reimburse the Master Servicer for (a) unreimbursed
Servicing
Advances, the Master Servicer's right to reimbursement
pursuant
to this clause (a) with respect to any Mortgage Loan being
limited to
amounts received on such Mortgage Loan(s) which represent
late
III-7
<PAGE>
recoveries
of the payments for which such advances were made pursuant to
Section
3.01 or Section 3.06 and (b) for unpaid Master Servicing Fees
as
provided
in Section 3.11 hereof;
(vi) to pay to the purchaser, with respect to each Mortgage
Loan
or
property acquired in respect thereof that has been purchased
pursuant
to Section
2.02, 2.03 or 3.11, all amounts received thereon after the
date of
such purchase;
(vii) to reimburse the Sellers, the Master Servicer or the
Depositor
for expenses incurred by any of them and reimbursable pursuant
to Section
6.03 hereof;
(viii) to withdraw any amount deposited in the Certificate
Account
and not
required to be deposited therein;
(ix) on or prior to the Distribution Account Deposit Date, to
withdraw
an amount equal to the sum of (a) the related Available Funds
and (b)
the Trustee Fee for such Distribution Date and remit such
amount
to the
Trustee for deposit in the Distribution Account; and
(x) to clear and terminate the Certificate Account upon
termination of this Agreement pursuant to Section 9.01 hereof.
The Master Servicer shall keep and maintain separate
accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any
withdrawal from the Certificate Account pursuant to such subclauses
(i), (ii),
(iv), (v) and (vi). Prior to making any withdrawal from the
Certificate
Account pursuant to subclause (iii), the Master Servicer shall
deliver to the
Trustee an Officer's Certificate of a Servicing Officer indicating
the amount
of any previous Advance determined by the Master Servicer to be
a
Nonrecoverable Advance and identifying the related Mortgage
Loans(s), and
their respective portions of such Nonrecoverable Advance.
(b) The Trustee shall withdraw funds from the Distribution
Account
for distributions to Certificateholders in the manner specified in
this
Agreement (and to withhold from the amounts so withdrawn, the
amount of any
taxes that it is authorized to withhold pursuant to the third
paragraph of
Section 8.11). In addition, the Trustee may from time to time make
withdrawals
from the Distribution Account for the following purposes:
(i) to pay to itself the Trustee Fee for the related
Distribution
Date;
(ii) to pay to the Master Servicer as additional servicing
compensation earnings on or investment income with respect to funds
in
the
Distribution Account;
(iii) to withdraw and return to the Master Servicer any amount
deposited
in the Distribution Account and not required to be deposited
therein;
(iv) to
reimburse the Trustee for any unreimbursed Advances made
by it
pursuant to Section 4.01(b) hereof, such right of reimbursement
pursuant
to this subclause (iv) being limited to (x) amounts received on
the
related Mortgage Loan(s) in respect of which any such Advance
was
made and
(y) amounts not otherwise reimbursed to the Trustee pursuant to
Section
3.08(a)(ii) hereof;
III-8
<PAGE>
(v) to reimburse the Trustee for any Nonrecoverable Advance
previously
made by the Trustee pursuant to Section 4.01(b) hereof, such
right of
reimbursement pursuant to this subclause (v) being limited to
amounts
not otherwise reimbursed to the Trustee pursuant to Section
3.08(a)(iii) hereof;
and
(vi) to clear and terminate the Distribution Account upon
termination of the Agreement pursuant to Section 9.01 hereof.
SECTION 3.09. Maintenance of Hazard Insurance; Maintenance of
Primary Insurance Policies.
(a) The Master Servicer shall cause to be maintained, for each
Mortgage Loan, hazard insurance with extended coverage in an amount
that is at
least equal to the lesser of (i) the maximum insurable value of
the
improvements securing such Mortgage Loan or (ii) the greater of (y)
the
outstanding principal balance of the Mortgage Loan and (z) an
amount such that
the proceeds of such policy shall be sufficient to prevent the
Mortgagor
and/or the mortgagee from becoming a co-insurer. Each such policy
of standard
hazard insurance shall contain, or have an accompanying endorsement
that
contains, a standard mortgagee clause. Any amounts collected by the
Master
Servicer under any such policies (other than the amounts to be
applied to the
restoration or repair of the related Mortgaged Property or amounts
released to
the Mortgagor in accordance with the Master Servicer's normal
servicing
procedures) shall be deposited in the Certificate Account. Any cost
incurred
by the Master Servicer in maintaining any such insurance shall not,
for the
purpose of calculating monthly distributions to the
Certificateholders or
remittances to the Trustee for their benefit, be added to the
principal
balance of the Mortgage Loan, notwithstanding that the terms of the
Mortgage
Loan so permit. Such costs shall be recoverable by the Master
Servicer out of
late payments by the related Mortgagor or out of the proceeds of
liquidation
of the Mortgage Loan or Subsequent Recoveries to the extent
permitted by
Section 3.08 hereof. It is understood and agreed that no earthquake
or other
additional insurance is to be required of any Mortgagor or
maintained on
property acquired in respect of a Mortgage other than pursuant to
such
applicable laws and regulations as shall at any time be in force
and as shall
require such additional insurance. If the Mortgaged Property is
located at the
time of origination of the Mortgage Loan in a federally designated
special
flood hazard area and such area is participating in the national
flood
insurance program, the Master Servicer shall cause flood insurance
to be
maintained with respect to such Mortgage Loan. Such flood insurance
shall be
in an amount equal to the least of (i) the outstanding principal
balance of
the related Mortgage Loan, (ii) the replacement value of the
improvements
which are part of such Mortgaged Property, and (iii) the maximum
amount of
such insurance available for the related Mortgaged Property under
the national
flood insurance program.
(b) The Master
Servicer shall not take any action which would
result in non-coverage under any applicable Primary Insurance
Policy of any
loss which, but for the actions of the Master Servicer, would have
been
covered thereunder. The Master Servicer shall not cancel or refuse
to renew
any such Primary Insurance Policy that is in effect at the date of
the initial
issuance of the Certificates and is required to be kept in force
hereunder
unless the replacement Primary Insurance Policy for such canceled
or
non-renewed policy is maintained with a Qualified Insurer.
Except with respect to any Lender PMI Mortgage Loans, the
Master
Servicer shall not be required to maintain any Primary Insurance
Policy (i)
with respect to any Mortgage Loan with a Loan-to-Value Ratio less
than or
equal to 80% as of any date of determination or, based on a new
appraisal, the
principal balance of such Mortgage Loan represents 80% or less of
the new
appraised value or (ii) if maintaining such Primary Insurance
Policy is
prohibited by applicable law. With respect to the Lender PMI
Mortgage Loans,
the Master Servicer shall maintain the Primary Insurance Policy for
the life
of such Mortgage Loans, unless otherwise provided for in the
related Mortgage
Note or prohibited by law.
III-9
<PAGE>
The Master Servicer agrees to effect the timely payment of the
premiums on each Primary Insurance Policy, and such costs not
otherwise
recoverable shall be recoverable by the Master Servicer from the
related
proceeds of liquidation and Subsequent Recoveries.
(c) In connection with its activities as Master Servicer of the
Mortgage Loans, the Master Servicer agrees to present on behalf of
itself, the
Trustee and Certificateholders, claims to the insurer under any
Primary
Insurance Policies and, in this regard, to take such reasonable
action as
shall be necessary to permit recovery under any Primary Insurance
Policies
respecting defaulted Mortgage Loans. Any amounts collected by the
Master
Servicer under any Primary Insurance Policies shall be deposited in
the
Certificate Account.
SECTION 3.10. Enforcement of Due-on-Sale Clauses; Assumption
Agreements.
(a) Except as otherwise provided in this Section, when any
property subject to a Mortgage has been conveyed by the Mortgagor,
the Master
Servicer shall to the extent that it has knowledge of such
conveyance, enforce
any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the
extent permitted under applicable law and governmental regulations,
but only
to the extent that such enforcement will not adversely affect or
jeopardize
coverage under any Required Insurance Policy. Notwithstanding the
foregoing,
the Master Servicer is not required to exercise such rights with
respect to a
Mortgage Loan if the Person to whom the related Mortgaged Property
has been
conveyed or is proposed to be conveyed satisfies the terms and
conditions
contained in the Mortgage Note and Mortgage related thereto and the
consent of
the mortgagee under such Mortgage Note or Mortgage is not otherwise
so
required under such Mortgage Note or Mortgage as a condition to
such transfer.
In the event that the Master Servicer is prohibited by law from
enforcing any
such due-on-sale clause, or if coverage under any Required
Insurance Policy
would be adversely affected, or if nonenforcement is otherwise
permitted
hereunder, the Master Servicer is authorized, subject to Section
3.10(b), to
take or enter into an assumption and modification agreement from or
with the
person to whom such property has been or is about to be conveyed,
pursuant to
which such person becomes liable under the Mortgage Note and,
unless
prohibited by applicable state law, the Mortgagor remains liable
thereon,
provided that the Mortgage Loan shall continue to be covered (if so
covered
before the Master Servicer enters such agreement) by the applicable
Required
Insurance Policies. The Master Servicer, subject to Section
3.10(b), is also
authorized with the prior approval of the insurers under any
Required
Insurance Policies to enter into a substitution of liability
agreement with
such Person, pursuant to which the original Mortgagor is released
from
liability and such Person is substituted as Mortgagor and becomes
liable under
the Mortgage Note. Notwithstanding the foregoing, the Master
Servicer shall
not be deemed to be in default under this Section by reason of any
transfer or
assumption which the Master Servicer reasonably believes it is
restricted by
law from preventing, for any reason whatsoever.
(b) Subject to the Master Servicer's duty to enforce any
due-on-sale clause to the extent set forth in Section 3.10(a)
hereof, in any
case in which a Mortgaged Property has been conveyed to a Person by
a
Mortgagor, and such Person is to enter into an assumption agreement
or
modification agreement or supplement to the Mortgage Note or
Mortgage that
requires the signature of the Trustee, or if an instrument of
release signed
by the Trustee is required releasing the Mortgagor from liability
on the
Mortgage Loan, the Master Servicer shall prepare and deliver or
cause to be
prepared and delivered to the Trustee for signature and shall
direct, in
writing, the Trustee to execute the assumption agreement with the
Person to
whom the Mortgaged Property is to be conveyed and such modification
agreement
or supplement to the Mortgage Note or Mortgage or other instruments
as are
reasonable or necessary to carry out the terms of the Mortgage Note
or
Mortgage or otherwise to comply with any applicable laws regarding
assumptions
or the transfer of the Mortgaged Property to such Person. In
connection with
any such assumption, no material term of the Mortgage Note may be
changed. In
addition, the substitute Mortgagor and the Mortgaged Property must
be
acceptable to the Master Servicer in accordance with its
III-10
<PAGE>
underwriting standards as then in effect. Together with each
such
substitution, assumption or other agreement or instrument delivered
to the
Trustee for execution by it, the Master Servicer shall deliver an
Officer's
Certificate signed by a Servicing Officer stating that the
requirements of
this subsection have been met in connection therewith. The Master
Servicer
shall notify the Trustee that any such substitution or assumption
agreement
has been completed by forwarding to the Trustee the original of
such
substitution or assumption agreement, which in the case of the
original shall
be added to the related Mortgage File and shall, for all purposes,
be
considered a part of such Mortgage File to the same extent as all
other
documents and instruments constituting a part thereof. Any fee
collected by
the Master Servicer for entering into an assumption or substitution
of
liability agreement will be retained by the Master Servicer as
additional
servicing compensation.
SECTION 3.11. Realization Upon Defaulted Mortgage Loans;
Repurchase of Certain Mortgage Loans.
(a) The Master Servicer shall use reasonable efforts to
foreclose
upon or otherwise comparably convert the ownership of properties
securing such
of the Mortgage Loans as come into and continue in default and as
to which no
satisfactory arrangements can be made for collection of delinquent
payments.
In connection with such foreclosure or other conversion, the Master
Servicer
shall follow such practices and procedures as it shall deem
necessary or
advisable and as shall be normal and usual in its general mortgage
servicing
activities and meet the requirements of the insurer under any
Required
Insurance Policy; provided, however, that the Master Servicer shall
not be
required to expend its own funds in connection with any foreclosure
or towards
the restoration of any property unless it shall determine (i) that
such
restoration and/or foreclosure will increase the proceeds of
liquidation of
the Mortgage Loan after reimbursement to itself of such expenses
and (ii) that
such expenses will be recoverable to it through the proceeds of
liquidation of
the Mortgage Loan and Subsequent Recoveries (respecting which it
shall have
priority for purposes of withdrawals from the Certificate Account).
The Master
Servicer shall be responsible for all other costs and expenses
incurred by it
in any such proceedings; provided, however, that it shall be
entitled to
reimbursement thereof from the proceeds of liquidation of the
Mortgage Loan
and Subsequent Recoveries with respect to the related Mortgaged
Property, as
provided in the definition of Liquidation Proceeds. If the Master
Servicer has
knowledge that a Mortgaged Property which the Master Servicer is
contemplating
acquiring in foreclosure or by deed in lieu of foreclosure is
located within a
1 mile radius of any site listed in the Expenditure Plan for the
Hazardous
Substance Clean Up Bond Act of 1984 or other site with
environmental or
hazardous waste risks known to the Master Servicer, the Master
Servicer will,
prior to acquiring the Mortgaged Property, consider such risks and
only take
action in accordance with its established environmental review
procedures.
With respect to any REO Property, the deed or certificate of
sale
shall be taken in the name of the Trustee for the benefit of
the
Certificateholders, or its nominee, on behalf of the
Certificateholders. The
Trustee's name shall be placed on the title to such REO Property
solely as the
Trustee hereunder and not in its individual capacity. The Master
Servicer
shall ensure that the title to such REO Property references the
Pooling and
Servicing Agreement and the Trustee's capacity thereunder. Pursuant
to its
efforts to sell such REO Property, the Master Servicer shall either
itself or
through an agent selected by the Master Servicer protect and
conserve such REO
Property in the same manner and to such extent as is customary in
the locality
where such REO Property is located and may, incident to its
conservation and
protection of the interests of the Certificateholders, rent the
same, or any
part thereof, as the Master Servicer deems to be in the best
interest of the
Certificateholders for the period prior to the sale of such REO
Property. The
Master Servicer shall prepare for and deliver to the Trustee a
statement with
respect to each REO Property that has been rented showing the
aggregate rental
income received and all expenses incurred in connection with the
maintenance
of such REO Property at such times as is necessary to enable the
Trustee to
comply with the reporting requirements of the REMIC
III-11
<PAGE>
Provisions. The net monthly rental income, if any, from such REO
Property
shall be deposited in the Certificate Account no later than the
close of
business on each Determination Date. The Master Servicer shall
perform the tax
reporting and withholding required by Sections 1445 and 6050J of
the Code with
respect to foreclosures and abandonments, the tax reporting
required by
Section 6050H of the Code with respect to the receipt of mortgage
interest
from individuals and any tax reporting required by Section 6050P of
the Code
with respect to the cancellation of indebtedness by certain
financial
entities, by preparing such tax and information returns as may be
required, in
the form required, and delivering the same to the Trustee for
filing.
In the event that the Trust Fund acquires any Mortgaged
Property
as aforesaid or otherwise in connection with a default or imminent
default on
a Mortgage Loan, the Master Servicer shall dispose of such
Mortgaged Property
as soon as practicable in a manner that maximizes the Liquidation
Proceeds
thereof, but in no event later than three years after its
acquisition by the
Trust Fund. In that event, the Trustee shall have been supplied
with an
Opinion of Counsel to the effect that the holding by the Trust Fund
of such
Mortgaged Property subsequent to a three-year period, if
applicable, will not
result in the imposition of taxes on "prohibited transactions" of
any REMIC
hereunder as defined in section 860F of the Code or cause any REMIC
hereunder
to fail to qualify as a REMIC at any time that any Certificates
are
outstanding, the Trust Fund may continue to hold such Mortgaged
Property
(subject to any conditions contained in such Opinion of Counsel)
after the
expiration of such three-year period. Notwithstanding any other
provision of
this Agreement, no Mortgaged Property acquired by the Trust Fund
shall be
rented (or allowed to continue to be rented) or otherwise used for
the
production of income by or on behalf of the Trust Fund in such a
manner or
pursuant to any terms that would (i) cause such Mortgaged Property
to fail to
qualify as "foreclosure property" within the meaning of section
860G(a)(8) of
the Code or (ii) subject any REMIC hereunder to the imposition of
any federal,
state or local income taxes on the income earned from such
Mortgaged Property
under Section 860G(c) of the Code or otherwise, unless the Master
Servicer has
agreed to indemnify and hold harmless the Trust Fund with respect
to the
imposition of any such taxes.
In the event of
a default on a Mortgage Loan one or more of whose
obligor is not a United States Person, as that term is defined in
Section
7701(a)(30) of the Code, in connection with any foreclosure or
acquisition of
a deed in lieu of foreclosure (together, "foreclosure") in respect
of such
Mortgage Loan, the Master Servicer will cause compliance with the
provisions
of Treasury Regulation Section 1.1445-2(d)(3) (or any successor
thereto)
necessary to assure that no withholding tax obligation arises with
respect to
the proceeds of such foreclosure except to the extent, if any, that
proceeds
of such foreclosure are required to be remitted to the obligors on
such
Mortgage Loan.
The decision of the Master Servicer to foreclose on a defaulted
Mortgage Loan shall be subject to a determination by the Master
Servicer that
the proceeds of such foreclosure would exceed the costs and
expenses of
bringing such a proceeding. The income earned from the management
of any REO
Properties, net of reimbursement to the Master Servicer for
expenses incurred
(including any property or other taxes) in connection with such
management and
net of unreimbursed Master Servicing Fees, Advances and Servicing
Advances,
shall be applied to the payment of principal of and interest on the
related
defaulted Mortgage Loans (with interest accruing as though such
Mortgage Loans
were still current) and all such income shall be deemed, for all
purposes in
this Agreement, to be payments on account of principal and interest
on the
related Mortgage Notes and shall be deposited into the Certificate
Account. To
the extent the net income received during any calendar month is in
excess of
the amount attributable to amortizing principal and accrued
interest at the
related Mortgage Rate on the related Mortgage Loan for such
calendar month,
such excess shall be considered to be a partial prepayment of
principal of the
related Mortgage Loan.
III-12
<PAGE>
The proceeds from any liquidation of a Mortgage Loan, as well
as
any income from an REO Property, will be applied in the following
order of
priority: first, to reimburse the Master Servicer for any related
unreimbursed
Servicing Advances and Master Servicing Fees; second, to reimburse
the Master
Servicer or the Trustee for any unreimbursed Advances; third, to
reimburse the
Certificate Account for any Nonrecoverable Advances (or portions
thereof) that
were previously withdrawn by the Master Servicer or the Trustee
pursuant to
Section 3.08(a)(iii) that related to such Mortgage Loan; fourth, to
accrued
and unpaid interest (to the extent no Advance has been made for
such amount or
any such Advance has been reimbursed) on the Mortgage Loan or
related REO
Property, at the Adjusted Net Mortgage Rate to the Due Date
occurring in the
month in which such amounts are required to be distributed; and
fifth, as a
recovery of principal of the Mortgage Loan. Excess Proceeds, if
any, from the
liquidation of a Liquidated Mortgage Loan will be retained by the
Master
Servicer as additional servicing compensation pursuant to Section
3.14.
The Master Servicer, in its sole discretion, shall have the
right
to purchase for its own account from the Trust Fund any Mortgage
Loan which is
151 days or more delinquent at a price equal to the Purchase Price;
provided,
however, that the Master Servicer may only exercise this right on
or before
the next to the last day of the calendar month in which such
Mortgage Loan
became 151 days delinquent (such month, the "Eligible Repurchase
Month");
provided further, that any such Mortgage Loan which becomes current
but
thereafter becomes delinquent may be purchased by the Master
Servicer pursuant
to this Section in any ensuing Eligible Repurchase Month. The
Purchase Price
for any Mortgage Loan purchased hereunder shall be deposited in
the
Certificate Account and the Trustee, upon receipt of a certificate
from the
Master Servicer in the form of Exhibit N hereto, shall release or
cause to be
released to the purchaser of such Mortgage Loan the related
Mortgage File and
shall execute and deliver such instruments of transfer or
assignment prepared
by the purchaser of such Mortgage Loan, in each case without
recourse, as
shall be necessary to vest in the purchaser of such Mortgage Loan
any Mortgage
Loan released pursuant hereto and the purchaser of such Mortgage
Loan shall
succeed to all the Trustee's right, title and interest in and to
such Mortgage
Loan and all security and documents related thereto. Such
assignment shall be
an assignment outright and not for security. The purchaser of such
Mortgage
Loan shall thereupon own such Mortgage Loan, and all security and
documents,
free of any further obligation to the Trustee or the
Certificateholders with
respect thereto.
(b) Countrywide may agree to a modification of any Mortgage
Loan
(the "Modified Mortgage Loan") if (i) the modification is in lieu
of a
refinancing and (ii) the Mortgage Rate on the Modified Mortgage
Loan is
approximately a prevailing market rate for newly-originated
mortgage loans
having similar terms and (iii) Countrywide purchases the Modified
Mortgage
Loan from the Trust Fund as described below. Effective immediately
after the
modification, and, in any event, on the same Business Day on which
the
modification occurs, all interest of the Trustee in the Modified
Mortgage Loan
shall automatically be deemed transferred and assigned to
Countrywide and all
benefits and burdens of ownership thereof, including the right to
accrued
interest thereon from the date of modification and the risk of
default
thereon, shall pass to Countrywide. The Master Servicer shall
promptly deliver
to the Trustee a certification of a Servicing Officer to the effect
that all
requirements of this paragraph have been satisfied with respect to
the
Modified Mortgage Loan. For federal income tax purposes, the
Trustee shall
account for such purchase as a prepayment in full of the Modified
Mortgage
Loan.
Countrywide shall remit the Purchase Price for any Modified
Mortgage Loan to the Master Servicer for deposit into the
Certificate Account
pursuant to Section 3.05 within one Business Day after the purchase
of the
Modified Mortgage Loan. Upon receipt by the Trustee of written
notification of
any such deposit signed by a Servicing Officer, the Trustee shall
release to
Countrywide the related Mortgage File and shall execute and deliver
such
instruments of transfer or assignment, in each case without
recourse, as shall
be necessary to vest in Countrywide any Modified Mortgage Loan
previously
transferred and assigned pursuant hereto. Countrywide covenants and
agrees to
indemnify the Trust Fund
III-13
<PAGE>
against any liability for any "prohibited transaction" taxes and
any related
interest, additions, and penalties imposed on the Trust Fund
established
hereunder as a result of any modification of a Mortgage Loan
effected pursuant
to this subsection (b), any holding of a Modified Mortgage Loan by
the Trust
Fund or any purchase of a Modified Mortgage Loan by Countrywide
(but such
obligation shall not prevent Countrywide or any other appropriate
Person from
in good faith contesting any such tax in appropriate proceedings
and shall not
prevent Countrywide from withholding payment of such tax, if
permitted by law,
pending the outcome of such proceedings). Countrywide shall have no
right of
reimbursement for any amount paid pursuant to the foregoing
indemnification,
except to the extent that the amount of any tax, interest, and
penalties,
together with interest thereon, is refunded to the Trust Fund or
Countrywide.
SECTION 3.12. Trustee to Cooperate; Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt
by
the Master Servicer of a notification that payment in full will be
escrowed in
a manner customary for such purposes, the Master Servicer will
immediately
notify the Trustee by delivering, or causing to be delivered a
"Request for
Release" substantially in the form of Exhibit N. Upon receipt of
such request,
the Trustee shall promptly release the related Mortgage File to the
Master
Servicer, and the Trustee shall at the Master Servicer's direction
execute and
deliver to the Master Servicer the request for reconveyance, deed
of
reconveyance or release or satisfaction of mortgage or such
instrument
releasing the lien of the Mortgage in each case provided by the
Master
Servicer, together with the Mortgage Note with written evidence
of
cancellation thereon. The Master Servicer is authorized to cause
the removal
from the registration on the MERS System of such Mortgage and to
execute and
deliver, on behalf of the Trustee and the Certificateholders or any
of them,
any and all instruments of satisfaction or cancellation or of
partial or full
release. Expenses incurred in connection with any instrument of
satisfaction
or deed of reconveyance shall be chargeable to the related
Mortgagor. From
time to time and as shall be appropriate for the servicing or
foreclosure of
any Mortgage Loan, including for such purpose, collection under any
policy of
flood insurance, any fidelity bond or errors or omissions policy,
or for the
purposes of effecting a partial release of any Mortgaged Property
from the
lien of the Mortgage or the making of any corrections to the
Mortgage Note or
the Mortgage or any of the other documents included in the Mortgage
File, the
Trustee shall, upon delivery to the Trustee of a Request for
Release in the
form of Exhibit M signed by a Servicing Officer, release the
Mortgage File to
the Master Servicer. Subject to the further limitations set forth
below, the
Master Servicer shall cause the Mortgage File or documents so
released to be
returned to the Trustee when the need therefor by the Master
Servicer no
longer exists, unless the Mortgage Loan is liquidated and the
proceeds thereof
are deposited in the Certificate Account, in which case the Master
Servicer
shall deliver to the Trustee a Request for Release in the form of
Exhibit N,
signed by a Servicing Officer.
If the Master Servicer at any time seeks to initiate a
foreclosure
proceeding in respect of any Mortgaged Property as authorized by
this
Agreement, the Master Servicer shall deliver or cause to be
delivered to the
Trustee, for signature, as appropriate, any court pleadings,
requests for
trustee's sale or other documents necessary to effectuate such
foreclosure or
any legal action brought to obtain judgment against the Mortgagor
on the
Mortgage Note or the Mortgage or to obtain a deficiency judgment or
to enforce
any other remedies or rights provided by the Mortgage Note or the
Mortgage or
otherwise available at law or in equity.
SECTION 3.13. Documents, Records and Funds in Possession of
Master
Servicer to be Held for the Trustee.
Notwithstanding any other provisions of this Agreement, the
Master
Servicer shall transmit to the Trustee as required by this
Agreement all
documents and instruments in respect of a
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Mortgage Loan coming into the possession of the Master Servicer
from time to
time and shall account fully to the Trustee for any funds received
by the
Master Servicer or which otherwise are collected by the Master
Servicer as
Liquidation Proceeds, Insurance Proceeds or Subsequent Recoveries
in respect
of any Mortgage Loan. All Mortgage Files and funds collected or
held by, or
under the control of, the Master Servicer in respect of any
Mortgage Loans,
whether from the collection of principal and interest payments or
from
Liquidation Proceeds and any Subsequent Recoveries, including but
not limited
to, any funds on deposit in the Certificate Account, shall be held
by the
Master Servicer for and on behalf of the Trustee and shall be and
remain the
sole and exclusive property of the Trustee, subject to the
applicable
provisions of this Agreement. The Master Servicer also agrees that
it shall
not create, incur or subject any Mortgage File or any funds that
are deposited
in the Certificate Account, Distribution Account or any Escrow
Account, or any
funds that otherwise are or may become due or payable to the
Trustee for the
benefit of the Certificateholders, to any claim, lien, security
interest,
judgment, levy, writ of attachment or other encumbrance, or assert
by legal
action or otherwise any claim or right of setoff against any
Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan,
except,
however, that the Master Servicer shall be entitled to set off
against and
deduct from any such funds any amounts that are properly due and
payable to
the Master Servicer under this Agreement.
SECTION 3.14. Servicing Compensation.
As compensation for its activities hereunder, the Master
Servicer
shall be entitled to retain or withdraw from the Certificate
Account an amount
equal to the Master Servicing Fee; provided, that the aggregate
Master
Servicing Fee with respect to any Distribution Date shall be
reduced (i) by an
amount equal to the aggregate of the Prepayment Interest Shortfalls
on all of
the Mortgage Loans, if any, with respect to such Distribution Date,
but not to
exceed the Compensating Interest for such Distribution Date, and
(ii) with
respect to the first Distribution Date, an amount equal to any
amount to be
deposited into the Distribution Account by the Depositor pursuant
to Section
2.01(a) and not so deposited.
Additional servicing compensation in the form of Excess
Proceeds,
Prepayment Interest Excess, Prepayment Charges, assumption fees,
late payment
charges and all income and gain net of any losses realized from
Permitted
Investments on funds in the Certificate Account and Distribution
Account shall
be retained by the Master Servicer to the extent not required to be
deposited
in the Certificate Account pursuant to Section 3.05 hereof. The
Master
Servicer shall be required to pay all expenses incurred by it in
connection
with its master servicing activities hereunder (including payment
of any
premiums for hazard insurance and any Primary Insurance Policy and
maintenance
of the other forms of insurance coverage required by this
Agreement) and shall
not be entitled to reimbursement therefor except as specifically
provided in
this Agreement.
SECTION 3.15. Access to Certain Documentation.
The Master Servicer shall provide to the OTS and the FDIC and
to
comparable regulatory authorities supervising Holders and/or
Certificate
Owners and the examiners and supervisory agents of the OTS, the
FDIC and such
other authorities, access to the documentation regarding the
Mortgage Loans
required by applicable regulations of the OTS and the FDIC. Such
access shall
be afforded without charge, but only upon reasonable and prior
written request
and during normal business hours at the offices designated by the
Master
Servicer. Nothing in this Section shall limit the obligation of the
Master
Servicer to observe any applicable law prohibiting disclosure of
information
regarding the Mortgagors and the failure of the Master Servicer to
provide
access as provided in this Section as a result of such obligation
shall not
constitute a breach of this Section.
The Master Servicer acknowledges that as part of its servicing
activities, the Master Servicer shall fully furnish, in accordance
with the
Fair Credit Reporting Act and its implementing
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regulations, accurate and complete information (i.e., favorable
and
unfavorable) on its borrower credit files related to the Mortgage
Loans to
Equifax, Experian and Trans Union Credit Information Company (three
of the
nationally recognized credit bureaus) on a monthly basis.
SECTION 3.16. Annual Statement as to Compliance.
(a) The Master Servicer shall deliver to the Depositor and the
Trustee on or before March 15 of each year, commencing with its
2007 fiscal
year, an Officer's Certificate stating, as to the signer thereof,
that (i) a
review of the activities of the Master Servicer during the
preceding calendar
year (or applicable portion thereof) and of the performance of the
Master
Servicer u
