EXHIBIT 99.1
------------
The Pooling and Servicing Agreement
<PAGE>
Exhibit 99.1
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 January 1, 2007
-----------------------------------
ALTERNATIVE LOAN TRUST 2007-1T1
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-1T1
=========================
<PAGE>
<TABLE>
<CAPTION>
Table of Contents
Page
----
ARTICLE I DEFINITIONS
<S>
<C>
SECTION 1.01. Defined
Terms..........................................................................I-1
--------------
SECTION 1.02. Certain Interpretive
Provisions.......................................................I-33
-------------------------------
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-4
-------------------------------------------
SECTION 2.03. Representations,
Warranties and Covenants of the Sellers and Master
---------------------------------------------------------------------
Servicer..............................................................................II-6
--------
SECTION 2.04. Representations and
Warranties of the Depositor as to the Mortgage
-------------------------------------------------------------------
Loans.................................................................................II-8
SECTION 2.05. Delivery of Opinion of
Counsel in Connection with
Substitutions.......................II-9
---------------------------------------------------------------
SECTION 2.06. Execution and Delivery
of
Certificates................................................II-9
--------------------------------------
SECTION 2.07. REMIC
Matters.........................................................................II-9
-------------
SECTION 2.08. Covenants of the
Master
Servicer.....................................................II-10
--------------------------------
RTICLE 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; the Supplemental Interest Trust, the Corridor Contract
Reserve
------------------------------------------------------------------------
Fund.................................................................................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-6
-----
SECTION 3.08. Permitted Withdrawals
from the Certificate Account, the Distribution
---------------------------------------------------------------------
Account, the Corridor Contract Reserve
Fund..........................................III-7
-------------------------------------------
SECTION 3.09. Maintenance of Hazard
Insurance; Maintenance of Primary Insurance
------------------------------------------------------------------
Policies.............................................................................III-8
---------
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-15
---------------------------------
SECTION 3.17. Errors and Omissions
Insurance; Fidelity
Bonds......................................III-16
----------------------------------------------
SECTION 3.18. The Corridor
Contract...............................................................III-16
---------------------
i
<PAGE>
ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
SECTION 4.01.
Advances..............................................................................IV-1
--------
SECTION 4.02. Priorities of
Distribution............................................................IV-2
--------------------------
SECTION 4.03.
[Reserved]............................................................................IV-7
--------
SECTION 4.04. Allocation of Realized
Losses.........................................................IV-7
-----------------------------
SECTION 4.05.
Cross-Collateralization; Adjustments to Available
Funds...............................IV-8
-------------------------------------------------------
SECTION 4.06. Monthly Statements to
Certificateholders..............................................IV-8
----------------------------------------
SECTION 4.07. Determination of
Pass-Through Rates for COFI
Certificates.............................IV-9
---------------------------------------------------------
SECTION 4.08. Determination of
Pass-Through Rates for LIBOR
Certificates...........................IV-10
----------------------------------------------------------
SECTION 4.09. Distributions from the
Corridor Contract Reserve
Fund................................IV-11
-----------------------------------------------------
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-6
---------------------
SECTION 5.05. Access to List of
Certificateholders' Names and
Addresses..............................V-6
---------------------------------------------------------
SECTION 5.06. Maintenance of Office
or
Agency........................................................V-6
-------------------------------
SECTION 5.07. Depositable and
Exchangeable
Certificates..............................................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
-------------------------------------
ii
<PAGE>
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
-----------------------------------
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
<PAGE>
SCHEDULES
Schedule I: Mortgage
Loan
Schedule...............................................................S-I-1
Schedule II-A:
Representations and Warranties of
Countrywide.....................................S-II-A-1
Schedule II-B:
Representations and Warranties of Park
Granada....................................S-II-B-1
Schedule 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
Schedule VII: Schedule of Available
Exchanges of Depositable Certificates for Exchangeable
Certificates.......................................................................S-VII-I
EXHIBITS
Exhibit A: Form
of Senior or Exchangeable 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.............................................F-1-1
Exhibit F-2:
[Reserved]...........................................................................F-2-1
Exhibit G-1: Form of Delay
Delivery Certification of Trustee
.....................................G-1-1
Exhibit G-2:
[Reserved]...........................................................................G-2-1
Exhibit H-1: Form of Final
Certification of Trustee
..............................................H-1-1
Exhibit H-2:
[Reserved]...........................................................................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: Form of ERISA
Letter (Covered
Certificates)..........................................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:
[Reserved].............................................................................P-1
Exhibit Q: The
then current Standard & Poor's LEVELS(R) Version 5.7 Glossary
Revised,
iv
<PAGE>
Appendix
E.............................................................................Q-1
Exhibit R: Form
of Corridor Contract
.............................................................R-1
Exhibit S-1:
[Reserved]...........................................................................S-1-1
Exhibit S-2:
[Reserved]...........................................................................S-2-1
Exhibit T:
[Reserved].............................................................................T-1
Exhibit U: Form
of Monthly
Statement..............................................................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
</TABLE>
v
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of January 1,
2007,
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. For federal income
tax
purposes, the Trustee shall treat the Trust Fund as consisting of,
among other
things, a trust (the "ES Trust") beneath which are two real estate
mortgage
investment conduits (or in the alternative, the "Lower Tier REMIC"
and the
"Master REMIC") and shall make all elections as necessary for such
treatment.
The Lower Tier REMIC will hold all the assets of the Trust Fund
(other than
the Pre-Funding Account and the Capitalized Interest Account) and
will issue
several classes of uncertificated Lower Tier REMIC Interests. The
Class
LTR-A-R Interest is hereby designated as the residual interest in
the Lower
Tier REMIC and each other Lower Tier REMIC Interest is hereby
designated as a
regular interest in the Lower Tier REMIC. The Master REMIC will
hold all the
regular interests in the Lower Tier REMIC and will issue several
classes of
uncertificated Master REMIC Interests. The Class A-R Interest is
hereby
designated as the residual interest in the Master REMIC and each
other Master
REMIC Interest is hereby designated as a regular interest in the
Master REMIC.
The "latest possible maturity date," for federal income tax
purposes, of all
REMIC regular interests created hereby will be the Latest Possible
Maturity
Date.
The ES Trust shall
hold the LTR-A-R Interest, the MR-A-R Interest,
all Master REMIC regular interests and shall issue the
Certificates. Each
Certificate, other than the Class A-R Certificate, will represent
ownership of
one or more of the Master REMIC regular interests held by the ES
Trust. The
Class A-R Certificate will represent ownership of the LTR-A-R
Interest and the
MR-A-R Interest, which are, respectively, the sole Classes of REMIC
residual
interest in each of the Lower Tier REMIC and the Master REMIC.
For federal income tax purposes the Trustee shall treat the ES
Trust
as a Grantor Trust and shall treat each Holder of an ES Trust
Certificate as
the owner of the individual, underlying assets represented by such
ES Trust
Certificate. In addition, to the fullest extent possible, ownership
of an ES
Trust Certificate shall be treated as direct ownership of the
individual,
underlying assets represented by such ES Trust Certificate for
federal income
tax reporting purposes.
The
ES Trust, the Corridor Contract, the Supplemental Interest Trust
and
the Corridor Contract Reserve Fund will not form part of any
REMIC.
vi
<PAGE>
The
following table sets forth characteristics of the ES Trust
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>
========================= ========================
================= ===================== ===============
==================
Classes of
Integral
Master REMIC
Pass-Through
Multiples in
Interests
Initial Maximum Class
Rate
Excess of
Represented
Class
Designation
Certificate Balance (per
annum) Minimum
Denomination Minimum
(9)
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
<S>
<C>
<C>
<C>
<C>
<C>
Class 1-A-1
$
187,732,000.00
6.00%
$25,000
$1
MR-1-A-1A,
MR-1-A-1B,
MR-1-A-1C
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 1-A-2
$
50,000,000.00
6.00%
$25,000
$1
MR-1-A-2
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 1-A-3
$
50,000,000.00
6.00%
$25,000
$1
MR-1-A-3
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 1-A-4
$
6,871,000.00
6.00%
$1,000
$1
MR-1-A-4
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 1-A-5
$
13,264,000.00
6.00%
$25,000
$1
MR-1-A-5A,
MR-1-A-5B,
MR-1-A-5C,
MR-1-A-5D,
MR-1-A-5E,
MR-1-A-5F
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 1-A-6
$
3,425,000.00
6.00%
$25,000
$1
MR-1-A-6
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 1-A-7
$
12,404,000.00
6.00%
$25,000
$1
MR-1-A-5A,
MR-1-A-5B,
MR-1-A-5C
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 1-A-8
$
860,000.00
6.00%
$25,000
$1
MR-1-A-5D,
MR-1-A-5E,
MR-1-A-5F
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 1-A-9
$
187,732,000.00
5.50%
$25,000
$1
MR-1-A-1A
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 1-A-10
$
187,732,000.00
5.75%
$25,000
$1
MR-1-A-1A,
MR-1-A-1B or
MR-1-A-1C
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 1-A-11
$
15,644,333.00
6.00%
$25,000(4)
$1(4) MR-1-A-1B
and/or
MR-1-A-1C
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 1-A-12
$
13,264,000.00
5.50%
$25,000
$1
MR-1-A-5A,
MR-1-A-5D
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 1-A-13
$
13,264,000.00
5.75%
$25,000
$1
MR-1-A-5A,
MR-1-A-5B, or
MR-1-A-5C,
MR-1-A-5D,
MR-1-A-5E, or
MR-1-A-5F
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 1-A-14
$
1,105,333.00
6.00%
$25,000(4)
$1(4) MR-1-A-5B
and/or
MR-1-A-5C,
MR-1-
========================= ========================
================= ===================== ===============
==================
vii
<PAGE>
========================= ========================
================= ===================== ===============
==================
A-5E, and/or
MR-1-A-5F
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-1
$
65,000,000.00
(1)
$25,000
$1
MR-2-A-1
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-2
$
65,000,000.00(2)
(3)
$25,000(4)
$1(4) MR-2-A-1
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-3
$
44,200,000.00
6.00%
$25,000
$1
MR-2-A-3A,
MR-2-A-3B,
MR-2-A-3C
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-4
$
4,550,000.00
6.00%
$25,000
$1
MR-2-A-4A,
MR-2-A-4B,
MR-2-A-4C
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-5
$
3,887,000.00
6.00%
$25,000
$1
MR-2-A-5A,
MR-2-A-5B,
MR-2-A-5C
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-6
$
32,880,000.00
6.00%
$25,000
$1
MR-2-A-6
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-7
$
2,253,000.00
6.00%
$25,000
$1
MR-2-A-7
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-8
$
52,637,000.00
6.00%
$25,000
$1
MR-2-A-3A,
MR-2-A-3B,
MR-2-A-3C,
MR-2-A-4A,
MR-2-A-4B,
MR-2-A-4C,
MR-2-A-5A,
MR-2-A-5B,
MR-2-A-5C
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-9
$
35,133,000.00
6.00%
$25,000
$1
MR-2-A-6,
MR-2-A-7
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-10
$
44,200,000.00
5.50%
$25,000
$1
MR-2-A-3A
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-11
$
44,200,000.00
5.75%
$25,000
$1
MR-2-A-3A,
MR-2-A-3B or
MR-2-A-3C
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-12
$
3,683,333.00
6.00%
$25,000(4)
$1(4) MR-2-A-3B
and/or
MR-2-A-3C
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-13
$
4,550,000.00
5.50%
$25,000
$1
MR-2-A-4A
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-14
$
4,550,000.00
5.75%
$25,000
$1
MR-2-A-4A,
MR-2-A-4B or
MR-2-A-4C
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-15
$
379,166.00
6.00%
$25,000(4)
$1(4) MR-2-A-4B
and/or
MR-2-A-4C
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-16
$
3,887,000.00
5.50%
$25,000
$1
MR-2-A-5A
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-17
$
3,887,000.00
5.75%
$25,000
$1
MR-2-A-5A,
MR-2-A-5B or
MR-2-A-5C
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-18
$
323,916.00
6.00%
$25,000(4)
$1(4) MR-2-A-5B
and/or
MR-2-A-5C
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-A-19
$
8,437,000.00
6.00%
$25,000
$1
MR-2-A-4A,
MR-2-A-4B,
MR-2-A-4C,
========================= ========================
================= ===================== ===============
==================
viii
<PAGE>
========================= ========================
================= ===================== ===============
==================
MR-2-A-5A,
MR-2-A-5B,
MR-2-A-5C
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 1-X
$
304,020,858.00
(5)
$25,000(4)
$1(4) MR-1-X
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class 2-X
$
140,939,080.00
(6)
$25,000(4)
$1(4) MR-2-X
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class PO
$
1,651,224.00
(7)
$25,000
$1
MR-PO
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class A-R(8)
$
100.00
6.00%
(8)
(8)
LTR-A-R and
MR-A-R
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class M-A
$
4,250,000.00
6.00%
$25,000
$1
MR-M-A
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class M-1
$
10,749,200.00
6.00%
$25,000
$1
MR-M-1
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class M-2
$
2,500,000.00
6.00%
$25,000
$1
MR-M-2
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class M-3
$
2,250,000.00
6.00%
$25,000
$1
MR-M-3
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class M-4
$
1,750,000.00
6.00%
$25,000
$1
MR-M-4
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class M-5
$
3,250,000.00
6.00%
$25,000
$1
MR-M-5
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class B-1
$
1,250,000.00
6.00%
$25,000
$1
MR-B-1
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class B-2
$
2,000,000.00
6.00%
$25,000
$1
MR-B-2
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class B-3
$
2,499,900.00
6.00%
$100,000
$1
MR-B-3
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class B-4
$
1,999,900.00
6.00%
$100,000
$1
MR-B-4
------------------------- ------------------------
----------------- --------------------- ---------------
------------------
Class B-5
$
1,749,935.66
6.00%
$100,000
$1
MR-B-5
========================= ========================
================= ===================== ===============
==================
</TABLE>
------------------------------------------
(1) The Class 2-A-1
Certificates will bear interest during each Interest
Accrual Period at a per annum rate of LIBOR plus 0.47%, subject to
a
maximum and minimum Pass-Through Rate of 6.00% and 0.47% per
annum,
respectively. The Pass-Through Rate for the Class 2-A-1
Certificates for
the
Interest Accrual Period for the first Distribution Date is 5.79%
per
annum.
(2) This Class will be
a Class of Notional Amount Certificates, will have no
Class Certificate Balance and will bear interest on its Notional
Amount.
(3) The Class 2-A-2
Certificates will bear interest during each Interest
Accrual Period at a per annum rate of 5.53% minus LIBOR, subject to
a
maximum and minimum Pass-Through Rate of 5.53% and 0.00% per
annum,
respectively. The Pass-Through Rate for the Class 2-A-2
Certificates for
the
Interest Accrual Period for the first Distribution Date is 0.21%
per
annum.
(4) Minimum
denomination is based on the Notional Amount of such Class.
(5) The Pass-Through
Rate for the Class 1-X Certificates for the Interest
Accrual Period for any Distribution Date will equal 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 Balances 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 0.43559% per annum.
(6) The Pass-Through
Rate for the Class 2-X Certificates for the Interest
Accrual Period for any Distribution Date will equal the excess of
(a) the
weighted average of the Adjusted Net Mortgage
ix
<PAGE>
Rates of the Non-Discount Mortgage Loans in Loan Group 2, weighted
on the
basis of the Stated Principal Balances 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 0.47392%
per
annum.
(7) The Class PO
Certificates are Principal Only Certificates and will not
receive any distributions of interest.
(8) The Class A-R
Certificates represent the sole Class of residual interest
in
the Master REMIC and in Lower Tier REMIC. The Class A-R
Certificate
shall be issued by the ES Trust 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.
(9) See Schedule VII
for information regarding the Recombinations of the
Depositable and Exchangeable Certificates related to these
uncertificated
Master REMIC Interests.
x
<PAGE>
The
following table specifies the class designation, interest rate,
and
principal amount for each class of Master REMIC Interest:
<TABLE>
<CAPTION>
------------------------------- --------------------------
---------------------------- ----------------------------
Master
REMIC Interest
Initial Principal Balance
Interest Rate
Possible Corresponding ES
Trust Certificates
------------------------------- --------------------------
---------------------------- ----------------------------
<S>
<C>
<C>
<C>
MR-1-A-1A
$ 187,732,000.00
5.50%
1-A-1, 1-A-9, 1-A-10
------------------------------- --------------------------
---------------------------- ----------------------------
MR-1-A-1B(1)
$ 187,732,000.00
0.25%
1-A-1, 1-A-10, 1-A-11
------------------------------- --------------------------
---------------------------- ----------------------------
MR-1-A-1C(1)
$ 187,732,000.00
0.25%
1-A-1, 1-A-10,1-A-11
------------------------------- --------------------------
---------------------------- ----------------------------
MR 1-A-2
$ 50,000,000.00
6.00%
1-A-2
------------------------------- --------------------------
---------------------------- ----------------------------
MR-1-A-3
$ 50,000,000.00
6.00%
1-A-3
------------------------------- --------------------------
---------------------------- ----------------------------
MR-1-A-4
$ 6,871,000.00
6.00%
1-A-4
------------------------------- --------------------------
---------------------------- ----------------------------
MR-1-A-5A
$ 12,404,000.00
5.50%
1-A-5, 1-A-7, 1-A-12,
1-A-13
------------------------------- --------------------------
---------------------------- ----------------------------
MR-1-A-5B(1)
$ 12,404,000.00
0.25%
1-A-5, 1-A-7, 1-A-13,
1-A-14
------------------------------- --------------------------
---------------------------- ----------------------------
MR-1-A-5C(1)
$ 12,404,000.00
0.25%
1-A-5, 1-A-7, 1-A-13,
1-A-14
------------------------------- --------------------------
---------------------------- ----------------------------
MR-1-A-5D
$ 860,000.00
5.50%
1-A-5, 1-A-8, 1-A-12,
1-A-13
------------------------------- --------------------------
---------------------------- ----------------------------
MR-1-A-5E(1)
$ 860,000.00
0.25%
1-A-5, 1-A-8, 1-A-13,
1-A-14
------------------------------- --------------------------
---------------------------- ----------------------------
MR-1-A-5F(1)
$ 860,000.00
0.25%
1-A-5, 1-A-8, 1-A-13,
1-A-14
------------------------------- --------------------------
---------------------------- ----------------------------
MR-1-A-6
$ 3,425,000.00
6.00%
1-A-6
------------------------------- --------------------------
---------------------------- ----------------------------
MR-1-X(1)
(3)
(3)
1-X
------------------------------- --------------------------
---------------------------- ----------------------------
MR-2-A-1
$ 65,000,000.00
(2)
2-A-1
------------------------------- --------------------------
---------------------------- ----------------------------
MR-2-A-2(1)
$ 65,000,000.00
(4)
2-A-2
------------------------------- --------------------------
---------------------------- ----------------------------
MR-2-A-3A
$ 44,200,000.00
5.50%
2-A-3, 2-A-8, 2-A-10,
2-A-11
------------------------------- --------------------------
---------------------------- ----------------------------
MR-2-A-3B
$ 44,200,000.00
0.25%
2-A-3, 2-A-8, 2-A-11,
2-A-12
------------------------------- --------------------------
---------------------------- ----------------------------
MR-2-A-3C
$ 44,200,000.00
0.25%
2-A-3, 2-A-8, 2-A-11,
2-A-12
------------------------------- --------------------------
---------------------------- ----------------------------
MR-2-A-4A
$ 4,550,000.00
5.50%
2-A-4, 2-A-8, 2-A-13,
2-A-14, 2-A-19
------------------------------- --------------------------
---------------------------- ----------------------------
MR-2-A-4B
$ 4,550,000.00
0.25%
2-A-4, 2-A-8, 2-A-14,
2-A-15, 2-A-19
------------------------------- --------------------------
---------------------------- ----------------------------
MR-2-A-4C
$ 4,550,000.00
0.25%
2-A-4, 2-A-8, 2-A-14,
2-A-15, 2-A-19
------------------------------- --------------------------
---------------------------- ----------------------------
MR-2-A-5A
$ 3,887,000.00
5.50%
2-A-5, 2-A-8, 2-A-16,
2-A-17, 2-A-19
------------------------------- --------------------------
---------------------------- ----------------------------
MR-2-A-5B
$ 3,887,000.00
0.25%
2-A-5, 2-A-8, 2-A-17,
2-A-18, 2-A-19
------------------------------- --------------------------
---------------------------- ----------------------------
MR-2-A-5C
$ 3,887,000.00
0.25%
2-A-5, 2-A-8, 2-A-17,
2-A-18, 2-A-19
------------------------------- --------------------------
---------------------------- ----------------------------
MR-2-A-6
$ 32,880,000.00
6.00%
2-A-6, 2-A-9
------------------------------- --------------------------
---------------------------- ----------------------------
xi
<PAGE>
------------------------------- --------------------------
---------------------------- ----------------------------
MR-2-A-7
$ 2,253,000.00
6.00%
2-A-7, 2-A-9
------------------------------- --------------------------
---------------------------- ----------------------------
MR-2-X
(5)
(5)
2-X
------------------------------- --------------------------
---------------------------- ----------------------------
MR-1-$100
$ 100.00
6.00%
A-R
------------------------------- --------------------------
---------------------------- ----------------------------
MR-PO
$ 1,651,224.00
(6)
PO
------------------------------- --------------------------
---------------------------- ----------------------------
MR-M-A
$ 4,250,000.00
6.00%
M-A
------------------------------- --------------------------
---------------------------- ----------------------------
MR-M-1
$ 10,749,200.00
6.00%
M-1
------------------------------- --------------------------
---------------------------- ----------------------------
MR-M-2
$ 2,500,000.00
6.00%
M-2
------------------------------- --------------------------
---------------------------- ----------------------------
MR-M-3
$ 2,250,000.00
6.00%
M-3
------------------------------- --------------------------
---------------------------- ----------------------------
MR-M-4
$ 1,750,000.00
6.00%
M-4
------------------------------- --------------------------
---------------------------- ----------------------------
MR-M-5
$ 3,250,000.00
6.00%
M-5
------------------------------- --------------------------
---------------------------- ----------------------------
MR-B-1
$ 1,250,000.00
6.00%
B-1
------------------------------- --------------------------
---------------------------- ----------------------------
MR-B-2
$ 2,000,000.00
6.00%
B-2
------------------------------- --------------------------
---------------------------- ----------------------------
MR-B-3
$ 2,499,900.00
6.00%
B-3
------------------------------- --------------------------
---------------------------- ----------------------------
MR-B-4
$ 1,999,900.00
6.00%
B-4
------------------------------- --------------------------
---------------------------- ----------------------------
MR-B-5
$ 1,749,935.66
6.00%
B-5
------------------------------- --------------------------
---------------------------- ----------------------------
MR-A-R
(7)
(7)
N/A
------------------------------- --------------------------
---------------------------- ----------------------------
</TABLE>
(1) This class will be
a class of Notional Amount Master REMIC Interest, will
have
no principle balance and will bear interest on its Notional
Amount.
(2) The Class 2-A-1
Master REMIC Interests will bear interest during each
Interest Accrual Period at a per annum rate of LIBOR plus 0.47%,
subject
to a
maximum and minimum Pass-Through Rate of 6.00% and 0.47% per
annum,
respectively.
(3) The MR-1-X Master
REMIC Interest is entitled to receive on each
Distribution Date all amounts payable with respect to the LTR-1-X
Lower
Tier
REMIC Interest.
(4) This class of
Master REMIC Interest pays no principal. For each
Distribution Date, this class of Master REMIC Interest is entitled
to a
portion of the interest payable on the Class LTR-2-A-1 Lower Tier
REMIC
Interest. Specifically, for each Distribution Date, this Master
REMIC
Interest is entitled to the interest payable on the Class LTR-2-A-1
Lower
Tier
REMIC Interest at a per annum rate equal to 5.53% minus LIBOR .
(5) The MR-2-X Master
REMIC Interest is entitled to receive on each
Distribution Date all amounts payable with respect to the LTR-2-X
Lower
Tier
REMIC Interest.
(6) This Class of
Master REMIC Interest pays no interest.
(7) The Class MTR-A-R
Master REMIC Interest represents the sole Class of
residual interest in the Master REMIC.
xii
<PAGE>
The
following table specifies the class designation, interest rate,
and
principal amount for each class of Lower Tier REMIC Interests:
<TABLE>
<CAPTION>
------------------------------- --------------------------
---------------------------- ----------------------------
Lower Tier REMIC
Interest Initial
Principal Balance
Interest Rate
Corresponding Master REMIC
Interest
------------------------------- --------------------------
---------------------------- ----------------------------
<S>
<C>
<C>
<C>
LTR-1-A-1
$ 187,732,000.00
6.00%
MR-1-A-1A, MR-1-A-1B,
MR-1-A-1C(1)
------------------------------- --------------------------
---------------------------- ----------------------------
LTR 1-A-2
$ 50,000,000.00
6.00%
MR-1-A-2
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-1-A-3
$ 50,000,000.00
6.00%
MR-1-A-3
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-1-A-4
$ 6,871,000.00
6.00%
MR-1-A-4
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-1-A-5A
$ 12,404,000.00
6.00%
MR-1-A-5A, MR-1-A-5B,
MR-1-A-5C (2)
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-1-A-5D
$ 860,000.00
6.00%
MR-1-A-5D, MR-1-A-5E,
MR-1-A-5F(3)
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-1-A-6
$ 3,425,000.00
6.00%
MR-1-A-6
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-1-X
(4)
(5)
MR-1-X
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-2-A-1
$ 65,000,000.00
6.00%
MR-2-A-1, MR-2-A-2(6)
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-2-A-3
$ 44,200,000.00
6.00%
MR-2-A-3A, MR-2-A-3B,
MR-2-A-3C(7)
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-2-A-4
$ 4,550,000.00
6.00%
MR-2-A-4A, MR-2-A-4B,
MR-2-A-4C(8)
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-2-A-5
$ 3,887,000.00
6.00%
MR-2-A-5A, MR-2-A-5B,
MR-2-A-5C(9)
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-2-A-6
$ 32,880,000.00
6.00%
MR-2-A-6
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-2-A-7
$ 2,253,000.00
6.00%
MR-2-A-7
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-2-X
(4)
(10)
MR-2-X
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-1-$100
$ 100.00
6.00%
MR-A-R
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-PO
$ 1,651,224.00
(11)
MR-PO
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-M-A
$ 4,250,000.00
6.00%
MR-M-A
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-M-1
$ 10,749,200.00
6.00%
MR-M-1
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-M-2
$ 2,500,000.00
6.00%
MR-M-2
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-M-3
$ 2,250,000.00
6.00%
MR-M-3
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-M-4
$ 1,750,000.00
6.00%
MR-M-4
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-M-5
$ 3,250,000.00
6.00%
MR-M-5
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-B-1
$ 1,250,000.00
6.00%
MR-B-1
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-B-2
$ 2,000,000.00
6.00%
MR-B-2
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-B-3
$ 2,499,900.00
6.00%
MR-B-3
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-B-4
$ 1,999,900.00
6.00%
MR-B-4
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-B-5
$ 1,749,935.66
6.00%
MR-B-5
------------------------------- --------------------------
---------------------------- ----------------------------
LTR-A-R
(12)
(12)
N/A
------------------------------- --------------------------
---------------------------- ----------------------------
</TABLE>
xiii
<PAGE>
(1) For each
Distribution Date, the Class 1-A-1B and the Class 1-A-1C Master
REMIC Interests are each entitled to a specified portion of the
interest
payable on the Class LTR-1-A-1 Lower Tier REMIC Interest.
Specifically,
for
each Distribution Date, the Class 1-A-1B and the Class 1-A-1C
Master
REMIC Interests are each entitled to interest payable on the
Class
LTR-1-A-1 Lower Tier REMIC Interest at a per annum rate equal to
0.25%.
(2) For each
Distribution Date, the Class 1-A-5B and the Class 1-A-5C Master
REMIC Interests are each entitled to a specified portion of the
interest
payable on the Class LTR-1-A-5A Lower Tier REMIC Interest.
Specifically,
for
each Distribution Date, the Class 1-A-5B and the Class 1-A-5C
Master
REMIC Interests are each entitled to interest payable on the
Class
LTR-1-A-5A Lower Tier REMIC Interest at a per annum rate equal to
0.25%.
(3) For each
Distribution Date, the Class 1-A-5E and the Class 1-A-5F Master
REMIC Interests are each entitled to a specified portion of the
interest
payable on the Class LTR-1-A-5D Lower Tier REMIC Interest.
Specifically,
for
each Distribution Date, the Class 1-A-5E and the Class 1-A-5F
Master
REMIC Interests are each entitled to interest payable on the
Class
LTR-1-A-5D Lower Tier REMIC Interest at a per annum rate equal to
0.25%.
(4) This Class of
Lower Tier REMIC Interest pays no principal.
(5) For each
Distribution Date, the Class LTR-1-X Lower Tier REMIC Interest
is
entitled to a specified portion of the interest payable on the
Non-Discount Mortgage Loans in Loan Group 1. Specifically, for
each
related Distribution Date, the Class LTR-1-X Lower Tier REMIC
Interest is
entitled to interest
accruals on each such Non-Discount Mortgage Loan in
excess of an Adjusted Net Mortgage Rate of 6.00% per annum.
(6) For each
Distribution Date, the Class 2-A-2 Master REMIC Interest is
entitled to a specified portion of the interest payable on each of
the
Class LTR-2-A-1 Lower Tier REMIC Interest. Specifically, for
each
Distribution Date, the Class 2-A-2 Master REMIC Interest is
entitled to
interest payable on the Class LTR-2-A-1 Lower Tier REMIC Interest
at a
per
annum rate equal to 5.53% minus LIBOR, but not less than 0.00%.
(7) For each
Distribution Date, the Class 2-A-3B and the Class 2-A-3C Master
REMIC Interests are each entitled to a specified portion of the
interest
payable on the Class LTR-2-A-3 Lower Tier REMIC Interest.
Specifically,
for
each Distribution Date, the Class 2-A-3B and the Class 2-A-3C
Master
REMIC Interests are each entitled to interest payable on the
Class
LTR-2-A-3 Lower Tier REMIC Interest at a per annum rate equal to
0.25%.
(8) For each
Distribution Date, the Class 2-A-4B and the Class 2-A-4C Master
REMIC Interests are each entitled to a specified portion of the
interest
payable on the Class LTR-2-A-4 Lower Tier REMIC Interest.
Specifically,
for
each Distribution Date, the Class 2-A-4B and the Class 2-A-4C
Master
REMIC Interests are each entitled to interest payable on the
Class
LTR-2-A-4 Lower Tier REMIC Interest at a per annum rate equal to
0.25%.
(9) For each
Distribution Date, the Class 2-A-5B and the Class 2-A-5C Master
REMIC Interests are each entitled to a specified portion of the
interest
payable on the Class LTR-2-A-5 Lower Tier REMIC Interest.
Specifically,
for
each Distribution Date, the Class 2-A-5B and the Class 2-A-5C
xiv
<PAGE>
Master REMIC Interests are each entitled to interest payable on the
Class
LTR-2-A-5 Lower Tier REMIC Interest at a per annum rate equal to
0.25%.
(10) For each Distribution Date, the Class LTR-2-X Lower Tier REMIC
Interest
is
entitled to a specified portion of the interest payable on the
Non-Discount Mortgage Loans in Loan Group 2. Specifically, for
each
related Distribution Date, the Class LTR-2-X Lower Tier REMIC
Interest is
entitled to interest accruals on each such Non-Discount Mortgage
Loan in
excess of an Adjusted Net Mortgage Rate of 6.00% per annum.
(11) This Class of Lower Tier REMIC Interest pays no interest.
(12) The LT-A-R is the sole class of residual interest in the Lower
Tier
REMIC. It pays no interest or principal.
On
each Distribution Date, interest shall be payable on the Lower
Tier
REMIC Interests according the formulas described above, and
principal,
Realized Losses and Subsequent Recoveries shall be allocated among
the Lower
Tier REMIC Interests in the same manner that such items are
allocated among
their corresponding Certificate Classes.
The
foregoing REMIC structure is intended to cause all of the cash
from
the Mortgage Loans to flow through to the Master REMIC as cash flow
on a REMIC
regular interest, without creating any shortfall-actual or
potential (other
than for credit losses) to any REMIC regular interest.
xv
<PAGE>
Set forth below are designations of Classes or Components of
Certificates and
other defined terms to the categories used herein:
<TABLE>
<CAPTION>
<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:
Initial
Designation
Component Balance Pass-Through Rate
-----------
----------------- -----------------
Class PO-1 Component
$898,825
(1)
Class PO-2 Component
$752,399
(1)
(1) This component does not bear interest.
Delay Certificates........................ All interest-bearing Classes of
Certificates other than the
Non-Delay Certificates, if any.
Depositable Certificates.................. Class 1-A-1, Class 1-A-5, Class
2-A-3, Class 2-A-4, Class 2-A-5,
Class 2-A-6 and Class 2-A-7 Certificates.
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 the Class 2-X
Certificates; and any Certificate of a Class that does not have
or no longer has a rating of at least BBB- or its equivalent
from
at least one Rating Agency.
Exchangeable Certificates................. Class 1-A-7, Class 1-A-8, Class
1-A-9, Class 1-A-10, Class
1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class 2-A-8,
Class 2-A-9, Class 2-A-10, Class 2-A-11, Class 2-A-12, Class
2-A-13, Class 2-A-14, Class 2-A-15, Class 2-A-16, Class 2-A-17,
Class 2-A-18 and Class 2-A-19 Certificates.
Floating Rate Certificates................ Class 2-A-1 Certificates.
xvi
<PAGE>
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, Class 1-A-2, Class
1-A-3, Class 1-A-4, Class 1-A-5,
Class 1-A-6, Class 1-X and Class A-R 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, Class 2-A-2, Class
2-A-3, Class 2-A-4, Class 2-A-5,
Class 2-A-6, Class 2-A-7 and Class 2-X Certificates and Class
PO-2 Component
Inverse Floating Rate Certificates........ Class 2-A-2 Certificates.
LIBOR Certificates........................ The Floating Rate Certificates and
the Inverse Floating Rate
Certificates.
Mezzanine Certificates.................... Class M-A Certificates.
Non-Delay Certificates.................... LIBOR Certificates.
Notional Amount Certificates.............. Class 2-A-2, 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, S&P 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.
xvii
<PAGE>
Subordinated Certificates................. Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class B-1,
Class B-2, Class B-3, Class B-4 and Class B-5 Certificates.
Targeted Principal Classes................ None.
Underwriter............................... Countrywide Securities Corporation
(Senior).
</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.
xviii
<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, the Corridor Contract Reserve Fund, the
Exchangeable
Certificates 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.
I-1
<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 Scheduled Balance: With respect to any group of
Scheduled
Principal Classes or Components and any Distribution Date, the
amount set
forth for such group for such Distribution Date in Schedule V
hereto.
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 Class
M-A Certificates and 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).
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).
I-2
<PAGE>
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
the Class M-A Certificates and each 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 and (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; provided, however, that on a
Senior
Termination Date, Available Funds with respect to the Loan Group
relating to
the remaining Senior Certificate Group shall include the Available
Funds from
the other Loan Groups 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.
I-3
<PAGE>
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.
Ceiling Rate: With respect to the Class of Covered
Certificates,
9.03%.
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 2007-1T1, Mortgage
Pass-Through
Certificates, Series 2007-1T1."
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 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.
I-4
<PAGE>
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.
Interest
on any Class of Certificates shall be calculated on the basis of a
360-day
year consisting of twelve 30-day months.
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 the Class M-A Certificates and each Class of
Subordinated
Certificates, the quotient (expressed as a percentage) of (a) the
Class
Certificate Balance of the Class M-A Certificates or 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: January 30, 2007.
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.
I-5
<PAGE>
Combined Certificates: As specified in the Preliminary
Statement.
Combined Certificates Payment Rule: Not applicable.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest: As to any Distribution Date 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.
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, 4W, New
York, New York 10286 (Attn: Mortgage-Backed Securities Group,
CWALT, Inc.
Series 2007-1T1), facsimile no. (212) 815-3986, and which is the
address to
which notices to and correspondence with the Trustee should be
directed.
Corridor Contract: With respect to the Class of Covered
Certificates, the transaction evidenced by the Corridor Contract
Novation
Confirmation, a form of which is attached hereto as Exhibit R.
Corridor Contract Counterparty: Bank of America, N.A.
Corridor Contract Novation Confirmation: With respect to the
Class
2-A-1 Certificates, the novation confirmation (reference
number:
5010911/5010910), dated January 26, 2007, evidencing a
I-6
<PAGE>
transaction among Countrywide Home Loans, the Supplemental Interest
Trustee
and the Corridor Contract Counterparty.
Corridor Contract Reserve Fund: The separate fund created and
initially maintained by the Supplemental Interest Trustee pursuant
to Section
3.05(g) in the name of the Supplemental Interest Trustee for the
benefit of
the Holders of the Covered Certificates and designated "The Bank of
New York
in trust for registered holders of CWALT, Inc., Alternative Loan
Trust
2007-1T1, Mortgage Pass-Through Certificates, Series 2007-1T1."
Funds in the
Corridor Contract Reserve Fund shall be held in trust for the
Holders of the
Covered Certificates for the uses and purposes set forth in this
Agreement.
For all federal income tax purposes, the Corridor Contract Reserve
Fund will
be beneficially owned by the Underwriter (Senior).
Corridor Contract Scheduled Termination Date: The Distribution
Date
in July 2011.
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.
Covered Certificates: The Class 2-A-1 Certificates.
Cross-Over Situation: For any Distribution Date and for each
Loan
Group (after taking into account principal distributions on such
Distribution
Date) with respect to the Class A and Class B Lower Tier REMIC
Interests, a
situation in which the Class A and Class B Interests corresponding
to any Loan
Group are in the aggregate less than 1% of the Subordinated Portion
of the
Loan Group to which they correspond.
Cut-off Date: In the case of any Mortgage Loan, the later of (i)
the
date of origination of such Mortgage Loan and (ii) January 1,
2007.
Cut-off Date Pool Principal Balance: $164,813,020.72.
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.
I-7
<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. The number of Delay Delivery Mortgage Loans shall not
exceed 50%
of the aggregate number of Mortgage Loans in each Loan Group as of
the Closing
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.
Depositable Certificates: As specified in the Preliminary
Statement.
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 2007-1T1,
Mortgage
Pass-Through Certificates, Series 2007-1T1." 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.
I-8
<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 February
2007.
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.
ES Trust: The separate trust created under this Agreement
pursuant
to Section 5.07(a).
ES Trust Certificate: Any Class of Certificates issued by the
ES
Trust and representing beneficial ownership of one or more
uncertificated
Master REMIC Interests held by such ES Trust.
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
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<PAGE>
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.
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.
Exchange Fee: As defined in Section 5.07(e).
Exchangeable Certificates: As specified in the Preliminary
Statement.
Exchangeable Certificates Distribution Account: The separate
Eligible Account created and maintained by the Trustee on behalf of
the ES
Trust pursuant to Section 5.07(a) in the name of the Trustee for
the benefit
of the Holders of the Exchangeable Certificates and designated "The
Bank of
New York in trust for registered Holders of Alternative Loan Trust
2007-1T1,
Mortgage Pass-Through Certificates, Series 2007-1T1." Funds in
the
Exchangeable Certificates Distribution Account shall be held in
trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
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.
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<PAGE>
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.
Grantor Trust: A trust described in Section 671 of the Code,
the
items of income, deductions and credits of which must be included
in computing
the taxable income and credits of the person treated as the owner
of such
trust (either the grantor or other person designated under the
Code).
Group 1 Mortgage Loans: The Mortgage Loans in Loan Group 1.
Group 1 Senior Certificates: As specified in the Preliminary
Statement.
Group 2 Mortgage Loans: The Mortgage Loans in Loan Group 2.
Group 2 Senior Certificates: As specified in the Preliminary
Statement.
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 LIBOR Rate: 5.32%.
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, any originator identified in the
Prospectus
Supplement, the Corridor Contract Counterparty
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<PAGE>
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.
Lender PMI Mortgage Loan: Certain Mortgage Loans as to which
the
lender (rather than the borrower) acquires the Primary Insurance
Policy and
charges the related borrower an interest premium.
LIBOR: The London interbank offered rate for one-month United
States
dollar deposits calculated in the manner described in Section
4.08.
LIBOR Certificates: As specified in the Preliminary Statement.
Limited Exchange Act Reporting Obligations: The obligations of
the
Master Servicer under Section 3.16(b), Section 6.02 and Section
6.04 with
respect to notice and information to be provided to the Depositor
and Article
XI (except Section 11.07(a)(1) and (2)).
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan (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 Group 1 Mortgage
Loans on the Mortgage Loan Schedule.
Loan Group 2: All Mortgage Loans identified as 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 Due Date).
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.
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Lost Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Lower Tier REMIC: As specified in the Preliminary Statement.
Lower Tier REMIC Interest: As specified in the Preliminary
Statement.
Lower Tier REMIC Regular Interest: As specified in the
Preliminary
Statement.
LTR-A-R Interest: As specified in the Preliminary Statement.
Maintenance: With respect to any Cooperative Unit, the rent paid
by
the Mortgagor to the Cooperative Corporation pursuant to the
Proprietary
Lease.
Majority in Interest: As to any Class of Regular Certificates,
the
Holders of Certificates of such Class evidencing, in the aggregate,
at least
51% of the Percentage Interests evidenced by all Certificates of
such Class.
Master REMIC: As described in the Preliminary Statement.
Master Servicer: Countrywide Home Loans Servicing LP, a Texas
limited partnership, and its successors and assigns, in its
capacity as master
servicer hereunder.
Master Servicer Advance Date: As to any Distribution Date,
12:30
p.m. Pacific time on the Business Day immediately preceding such
Distribution
Date.
Master Servicing Fee: As to each Mortgage Loan and any
Distribution
Date, an amount payable out of each full payment of interest
received on such
Mortgage Loan and equal to one-twelfth of the Master Servicing Fee
Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as
of the Due
Date in the month 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,
0.200% 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.
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<PAGE>
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.
Mortgage Loans: Such of the mortgage loans as from time to time
are
transferred and assigned to the Trustee pursuant to the provisions
hereof 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 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;
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<PAGE>
(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;
(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.
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.
MTR-A-R Interest: As specified in the Preliminary Statement.
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 the Prepayment
Interest
Shortfalls for such Loan Group exceeds 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 the 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)
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<PAGE>
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
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 and (ii) (A) any Subsequent Recoveries received
on the
Mortgage Loans in that Loan Group 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 such Subsequent Recoveries received during the
calendar
month preceding the month of such Distribution Date.
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%.
Non-PO Pool Balance: As to any Loan Group and any Due Date, the
excess, if any, of (i) the aggregate Stated Principal Balance of
all Mortgage
Loans in the related Loan Group over (ii) the sum of the PO
Percentage of the
Stated Principal Balance of each Discount Mortgage Loan in that
Loan Group.
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 the Class 1-A-11
Certificates, the sum of (i) the product of (a) the Class
Certificate Balance
of the Class 1-A-9 Certificates immediately prior to such
Distribution Date
and (b) a fraction, the numerator of which is 0.50 and the
denominator of
which is 6.00, and (ii) the product of (a) the Class Certificate
Balance of
the Class 1-A-10 Certificates immediately prior to such
Distribution Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of which is
6.00.
With respect to any Distribution Date and the Class 1-A-14
Certificates, the sum of (i) the product of (a) the Class
Certificate Balance
of the Class 1-A-12 Certificates immediately prior to such
Distribution Date
and (b) a fraction, the numerator of which is 0.50 and the
denominator of
which is 6.00, and (ii) the product of (a) the Class Certificate
Balance of
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<PAGE>
the Class 1-A-13 Certificates immediately prior to such
Distribution Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of which is
6.00.
With respect to any Distribution Date and the Class 2-A-2
Certificates, the Class Certificate Balance of the Class 2-A-1
Certificates
immediately prior to such Distribution Date.
With respect to any Distribution Date and the Class 2-A-12
Certificates, the sum of (i) the product of (a) the Class
Certificate Balance
of the Class 2-A-10 Certificates immediately prior to such
Distribution Date
and (b) a fraction, the numerator of which is 0.50 and the
denominator of
which is 6.00, and (ii) the product of (a) the Class Certificate
Balance of
the Class 2-A-11 Certificates immediately prior to such
Distribution Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of which is
6.00.
With respect to any Distribution Date and the Class 2-A-15
Certificates, the sum of (i) the product of (a) the Class
Certificate Balance
of the Class 2-A-13 Certificates immediately prior to such
Distribution Date
and (b) a fraction, the numerator of which is 0.50 and the
denominator of
which is 6.00, and (ii) the product of (a) the Class Certificate
Balance of
the Class 2-A-14 Certificates immediately prior to such
Distribution Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of which is
6.00.
With respect to any Distribution Date and the Class 2-A-18
Certificates, the sum of (i) the product of (a) the Class
Certificate Balance
of the Class 2-A-16 Certificates immediately prior to such
Distribution Date
and (b) a fraction, the numerator of which is 0.50 and the
denominator of
which is 6.00, and (ii) the product of (a) the Class Certificate
Balance of
the Class 2-A-17 Certificates immediately prior to such
Distribution Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of which is
6.00.
With respect to any Distribution Date and 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).
With respect to any Distribution Date and 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 or (iii) if provided for in this
Agreement, signed
by a Servicing Officer, as the case may be, and
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<PAGE>
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
(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:
Original
Applicable Credit
Class of Certificates
Support Percentage
---------------------
------------------
Class M-A........
6.85%
Class M-1........
6.00%
Class M-2........
3.85%
Class M-3........
3.35%
Class M-4........
2.90%
Class M-5........
2.55%
Class B-1........
1.90%
Class B-2........
1.65%
Class B-3........
1.25%
Class B-4........
0.75%
Class B-5........
0.35%
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 Class M-A Certificates and 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:
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<PAGE>
(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.
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;
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<PAGE>
(ii) general obligations of or obligations guaranteed by any
state
of the United States or the District of Columbia receiving the
highest long-term debt rating of each Rating Agency, or such
lower rating as will not result in the downgrading or
withdrawal of the ratings then assigned to the Certificates by
each Rating Agency;
(iii) commercial or finance company paper which is then
receiving
the highest commercial or finance company paper rating of each
Rating Agency, or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to the
Certificates by each Rating Agency;
(iv) certificates of deposit, demand or time deposits, or
bankers'
acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of
any state thereof and subject to supervision and examination by
federal and/or state banking authorities, provided that the
commercial paper and/or long term unsecured debt obligations of
such depository institution or trust company (or in the case of
the
principal depository institution in a holding company
system, the commercial paper or long-term unsecured debt
obligations of such holding company, but only if Moody's is not
a Rating Agency) are then rated one of the two highest
long-term and the highest short-term ratings of each Rating
Agency for such securities, or such lower ratings as will not
result in the downgrading or withdrawal of the rating then
assigned to the Certificates by either Rating Agency;
(v) repurchase
obligations with respect to any security described
in clauses (i) and (ii) above, in either case entered into with
a depository institution or trust company (acting as principal)
described in clause (iv) above;
(vi) units of a taxable money-market portfolio having the
highest
rating assigned by each Rating Agency (except if Fitch is a
Rating Agency and has not rated the portfolio, the highest
rating assigned by Moody's) and restricted to obligations
issued or guaranteed by the United States of America or
entities whose obligations are backed by the full faith and
credit of the United States of America and repurchase
agreements collateralized by such obligations; and
(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
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<PAGE>
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.
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
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<PAGE>
Loan Group received during the related Prepayment Period and (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.
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%.
Pool Stated Principal Balance: As of any date of determination,
the
aggregate of the Stated Principal Balances of the Outstanding
Mortgage Loans.
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: With respect to any Mortgage Loan,
the
period of time during which a Prepayment Charge may be imposed.
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 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 January 1, 2007) 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 January 1, 2007) 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.
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.
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<PAGE>
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.
Priority Amount: As to any Distribution Date, the sum of (i)
the
product of (A) the Scheduled Principal Distribution Amount for Loan
Group 1,
(B) the Shift Percentage and (C) the Priority Percentage and (ii)
the product
of (A) the Unscheduled Principal Distribution Amount for Loan Group
1, (B) the
Shift Percentage and (C) the Priority Percentage.
Priority Percentage: As to any Distribution Date, the
percentage
equivalent of a fraction, the numerator of which is the Class
Certificate
Balance of the Class 1-A-5 Certificates immediately prior to such
Distribution
Date and the denominator of which is the aggregate of the Non-PO
Percentage of
the Stated Principal Balance of each Mortgage Loan in Loan Group 1
as of the
Due Date in the month preceding the month of such Distribution Date
(after
giving effect to Principal Prepayments received in the Prepayment
Period
related to that prior Due Date).
Private Certificate: As specified in the Preliminary Statement.
Pro Rata Share: As to any Distribution Date, the Subordinated
Principal Distribution Amount and the Class M-A Certificates 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 Class M-A Certificates and 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 November 14, 2006 generally
relating to mortgage pass-through certificates to be sold by the
Depositor.
Prospectus Supplement: The Prospectus Supplement dated January
29,
2007 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
I-23
<PAGE>
Section 3.11, an amount equal to the sum of (i) 100% of the unpaid
principal
balance of the Mortgage Loan on the date of such purchase, (ii)
accrued
interest thereon at the applicable Mortgage Rate (or at the
applicable
Adjusted Mortgage Rate if (x) the purchaser is the Master Servicer
or (y) if
the purchaser is Countrywide and Countrywide is an affiliate of the
Master
Servicer) from the date through which interest was last paid by the
Mortgagor
to the Due Date in the month in which the Purchase Price is to be
distributed
to Certificateholders and (iii) costs and damages incurred by the
Trust Fund
in connection with a repurchase pursuant to Section 2.03 hereof
that arises
out of a violation of any predatory or abusive lending law with
respect to the
related Mortgage Loan.
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.
Recombination Group: The Class or Classes of Depositable
Certificates and the related Class or Classes of Exchangeable
Certificates
included within any particular "Recombination" specified in
Schedule VII.
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<PAGE>
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.
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.
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-25
<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
and Loan Group, 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 Loan Group and
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 Class Certificate Balance of the Senior
Certificates of
such Senior Certificate Group (other than the related Class PO
Component 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 Class Certificate Balance of the Class of Senior
Certificates
(other than the related Class PO Component and Notional Amount
Certificates)
of such remaining Senior Certificate Group immediately prior to
such
Distribution Date and
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<PAGE>
the denominator is the aggregate Class Certificate Balance 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) 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 Class M-A Certificates and the
Subordinated
Certificates, does not equal or exceed 50%, and (ii) cumulative
Realized
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
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<PAGE>
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: As to any Distribution Date occurring during
the
five years beginning on the first Distribution Date, 0%. For any
Distribution
Date occurring on or after the fifth anniversary of the first
Distribution
Date, as follows: for any Distribution Date in the first year
thereafter, 30%;
for any Distribution Date in the second year thereafter, 40%; for
any
Distribution Date in the third year thereafter, 60%; for any
Distribution Date
in the fourth year thereafter, 80%; and for any Distribution Date
thereafter,
100%.
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
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<PAGE>
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.
Strike Rate: With respect to the Class of Covered Certificates,
5.53%.
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 Class M-A Certificates and 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.
Subordinate Pass-Through Rate: For the Interest Accrual Period
related to each Distribution Date, a per annum rate equal to (1)
the sum of
the following for each Loan Group: the product of (x) the Required
Coupon of
the Loan Group and (y) the related Subordinated Portion
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<PAGE>
immediately prior to that Distribution Date, divided by (2) the
aggregate
Class Certificate Balance of the Class M-A Certificates and the
Subordinated
Certificates immediately prior to that Distribution Date.
Subsequent Recoveries: As to any Distribution Date, with respect
to
a Liquidated Mortgage Loan that resulted in a Realized Loss in a
prior
calendar month, unexpected amounts received by the Master Servicer
(net of any
related expenses permitted to be reimbursed pursuant to Section
3.08)
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.
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 Interest Trust: The separate trust created under
this
Agreement pursuant to Section 3.05(g).
Supplemental Interest Trustee: The Bank of New York, a New York
banking corporation, not in its individual capacity, but solely in
its
capacity as trustee of the Supplemental Interest Trust for the
benefit of the
Holders of the Covered Certificates under this Agreement, and any
successor
thereto, and any corporation or national banking association
resulting from or
surviving any consolidation or merger to which it or its successors
may be a
party and any successor trustee as may from time to time be serving
as
successor trustee hereunder.
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.
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<PAGE>
Transaction Documents: This Agreement, the Corridor Contract and
any
other document or agreement entered into in connection with the
Trust Fund,
the Certificates or the Mortgage Loans.
Transfer: Any direct or indirect transfer or sale of any
Ownership
Interest in a 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 Exchangeable Certificates Distribution
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 (iv)
all
proceeds of the conversion, voluntary or involuntary, of any of the
foregoing.
For the avoidance of doubt, the ES Trust, the Master REMIC and the
Lower Tier
REMIC and the assets held or deemed thereby shall constitute a part
of the
Trust Fund.
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 Pool Stated
Principal
Balance 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 and (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
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<PAGE>
proportion to the Certificate Balances of their respective
Certificates on
such date. Each Class of Exchangeable Certificates will be
allocated a
proportionate share of the Voting Rights allocated to the related
Classes of
Depositable Certificates that have been surrendered.
Yield Supplement Amount: For any Distribution Date and the
Covered
Certificates on or prior to the Corridor Contract Termination Date,
interest
for the related Interest Accrual Period on the Class Certificate
Balance of
the Covered Certificates immediately prior to such Distribution
Date at a rate
equal to the excess, if any, of (i) the lesser of LIBOR and the
Ceiling Rate
over (ii) the Strike Rate.
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 Mortgage Loans, including all interest and
principal
received or receivable by such Seller, on or with respect to the
Mortgage
Loans after the Cut-off Date and all interest and principal
payments on the
related Mortgage Loans received prior to the Cut-off Date in
respect of
installments of interest and principal due thereafter, but not
including
payments of principal and interest due and payable on such Mortgage
Loans, on
or before the Cut-off Date. On or prior to the Closing Date,
Countrywide shall
deliver to the Depositor or, at the Depositor's direction, to the
Trustee or
other designee of the Depositor, the Mortgage File for each
Mortgage Loan
listed in the Mortgage Loan Schedule (except that, in the case of
the Delay
Delivery Mortgage Loans (which may include 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). Such delivery of the Mortgage Files shall be made
against
payment by the Depositor of the purchase price, previously agreed
to by the
Sellers and Depositor, for the Mortgage Loans. With respect to any
Mortgage
Loan that does not have a first payment date on or before the Due
Date in the
month of the first Distribution Date, Countrywide shall deposit
into the
Distribution Account on or before the Distribution Account Deposit
Date
relating to the first Distribution Date, an amount equal to one
month's
interest at the related Adjusted Mortgage Rate on the Cut-off Date
Principal
Balance of such Mortgage Loan.
(b) Immediately upon the conveyance of the Mortgage Loans
referred
to in clause (a), the Depositor sells, transfers, assigns, sets
over and
otherwise conveys to the Trustee for the benefit of the
Certificateholders,
without recourse, all the right, title and interest of the
Depositor in and to
the Trust Fund together with the Depositor's right to require each
Seller to
cure any breach of a representation or warranty made herein by such
Seller, or
to repurchase or substitute for any affected Mortgage Loan in
accordance
herewith.
(c) In connection with the transfer and assignment set forth in
clause (b) above, the Depositor has delivered or caused to be
delivered to the
Trustee (or, in the case of the Delay Delivery Mortgage Loans, will
deliver or
cause to be delivered to the Trustee within thirty (30) days
following the
Closing Date) for the benefit of the Certificateholders the
following
documents or instruments with respect to each Mortgage Loan so
assigned:
(i) (A) the original Mortgage Note endorsed by manual or
facsimile
signature in blank in the following form: "Pay to the order of
____________ without recourse," with all intervening endorsements
showing
a
complete chain of endorsement from the originator to the Person
endorsing the Mortgage Note (each such endorsement being sufficient
to
transfer all right, title and interest of the party so endorsing,
as
noteholder or assignee thereof, in and to that Mortgage Note);
or
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<PAGE>
(B) with respect to any Lost Mortgage Note, a lost note
affidavit from Countrywide stating that the original Mortgage
Note
was lost or destroyed, together with a copy of such Mortgage
Note;
(ii) except as provided below and for each Mortgage Loan that is
not
a
MERS Mortgage Loan, the original recorded Mortgage or a copy of
such
Mortgage, 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 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 2007-1T1, 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, 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.
(d) Neither the Depositor nor the Trust will acquire or hold
any
Mortgage Loan that would violate the representations made by
Countrywide set
forth in clause (46) of Schedule III-A hereto.
SECTION 2.02. Acceptance by Trustee of the Mortgage Loans.
(a) The Trustee acknowledges receipt of the documents identified
in
the Initial Certification in the form annexed hereto as Exhibit F-1
and
declares that it holds and will hold such documents and the other
documents
delivered to it constituting the Mortgage Files, and that it holds
or will
hold such other assets as are included in the Trust Fund, in trust
for the
exclusive use and benefit of all present and future
Certificateholders. The
Trustee acknowledges that it will maintain possession of the
Mortgage Notes in
the State of California, unless otherwise permitted by the Rating
Agencies.
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<PAGE>
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 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 Mortgage Loans in the form
annexed hereto as
Exhibit H-1, with any applicable exceptions noted thereon. If, in
the course
of such review, the Trustee finds any document constituting a part
of a
Mortgage File which does not meet the requirements of Section 2.01,
the
Trustee shall list such as an exception in the Final Certification;
provided,
however that the Trustee shall not make any determination as to
whether (i)
any endorsement is sufficient to transfer all right, title and
interest of the
party so endorsing, as noteholder or assignee thereof, in and to
that Mortgage
Note or (ii) any assignment is in recordable form or is sufficient
to effect
the assignment of and transfer to the assignee thereof under the
mortgage to
which the assignment relates. Countrywide (on its own behalf and on
behalf of
Park Granada, Park Monaco and Park Sienna) shall promptly correct
or cure such
defect within 90 days from the date it was so notified of such
defect and, if
Countrywide does not correct or cure such defect 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
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<PAGE>
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) [Reserved].
(c) 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.
(d) 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.
(e) [Reserved].
(f) [Reserved].
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 Cut-off Date with respect to all of the Mortgage
Loans, and
(iii) Schedule III-B hereto, and by this reference incorporated
herein, to the
Depositor, the Master Servicer and the Trustee, as of the Closing
Date, or if
so specified therein, as of the Cut-off Date with respect to the
Mortgage
Loans that are Countrywide Mortgage Loans. Park Granada hereby
makes the
representations and warranties set forth in (i) Schedule II-B
hereto, and by
this reference incorporated herein, to the Depositor, the Master
Servicer and
the Trustee, as of the Closing Date and (ii) Schedule III-C hereto,
and by
this reference incorporated herein, to the Depositor, the Master
Servicer and
the Trustee, as of the Closing Date, or if so specified therein, as
of the
Cut-off Date with respect to the Mortgage Loans that are Park
Granada Mortgage
Loans. 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-
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<PAGE>
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 Cut-off Date with respect to the 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 Cut-off
Date with
respect to the 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) 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) which
materially and adversely affects the interests of the
Certificateholders in
that Mortgage Loan, it shall cure such breach in all material
respects, and if
such breach is not so cured, shall, (i) if such 90-day period
expires prior to
the second anniversary of the Closing Date, remove such Mortgage
Loan (a
"Deleted Mortgage Loan") from the Trust Fund and substitute in its
place a
Substitute Mortgage Loan, in the manner and subject to the
conditions set
forth in this Section; or (ii) repurchase the affected Mortgage
Loan or
Mortgage Loans from the Trustee at the Purchase Price in the manner
set forth
below; provided, however, that any such substitution pursuant to
(i) above
shall not be effected prior to the delivery to the Trustee of the
Opinion of
Counsel required by Section 2.05 hereof, if any, and any such
substitution
pursuant to (i) above shall not be effected prior to the additional
delivery
to the Trustee of a Request for Release substantially in the form
of Exhibit N
and the Mortgage File for any such Substitute Mortgage Loan. The
Seller
repurchasing a Mortgage Loan pursuant to this Section 2.03(c) shall
promptly
reimburse the Master Servicer and the Trustee for any expenses
reasonably
incurred by the Master Servicer or the Trustee in respect of
enforcing the
remedies for such breach. With respect to the representations and
warranties
described in this Section which are made to the best of a Seller's
knowledge,
if it is discovered by either the Depositor, a Seller or the
Trustee that the
substance of such representation and warranty is inaccurate and
such
inaccuracy materially and adversely affects the value of the
related Mortgage
Loan or the interests of the Certificateholders therein,
notwithstanding that
Seller's lack of knowledge with respect to the substance of
such
representation or warranty, such inaccuracy shall be deemed a
breach of the
applicable representation or warranty.
With respect to any Substitute Mortgage Loan or Loans, sold to
the
Depositor by a Seller, Countrywide (on its own behalf and on behalf
of Park
Granada, Park Monaco and Park Sienna) shall deliver to the Trustee
for the
benefit of the Certificateholders the Mortgage Note, the Mortgage,
the related
assignment of the Mortgage, and such other documents and agreements
as are
required by Section 2.01, with the Mortgage Note endorsed and the
Mortgage
assigned as required by Section 2.01. No substitution is permitted
to be made
in any calendar month after the Determination Date for such month.
Scheduled
Payments due with respect to Substitute Mortgage Loans in the month
of
substitution shall not 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
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<PAGE>
Mortgage Loan and the substitution of the Substitute Mortgage Loan
or Loans
and the Master Servicer shall deliver the amended Mortgage Loan
Schedule to
the Trustee. Upon such substitution, the Substitute Mortgage Loan
or Loans
shall be subject to the terms of this Agreement in all respects,
and the
related Seller shall be deemed to have made with respect to such
Substitute
Mortgage Loan or Loans, as of the date of substitution, the
representations
and warranties made pursuant to Section 2.03(a) with respect to
such Mortgage
Loan. Upon any such substitution and the deposit to the Certificate
Account of
the amount required to be deposited therein in connection with
such
substitution as described in the following paragraph, the Trustee
shall
release the Mortgage File held for the benefit of the
Certificateholders
relating to such Deleted Mortgage Loan to the related Seller and
shall execute
and deliver at such Seller's direction such instruments of transfer
or
assignment prepared by Countrywide (on its own behalf and on behalf
of Park
Granada, Park Monaco and Park Sienna), in each case without
recourse, as shall
be necessary to vest title in that Seller, or its designee, the
Trustee's
interest in any Deleted Mortgage Loan substituted for pursuant to
this Section
2.03.
For any month in which a Seller substitutes one or more
Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer
will determine the amount (if any) by which the aggregate principal
balance of
all Substitute Mortgage Loans sold to the Depositor by that Seller
as of the
date of substitution is less than the aggregate Stated Principal
Balance of
all Deleted Mortgage Loans repurchased by that Seller (after
application of
the scheduled principal portion of the monthly payments due in the
month of
substitution). The amount of such shortage (the "Substitution
Adjustment
Amount") plus an amount equal to the aggregate of any unreimbursed
Advances
with respect to such Deleted Mortgage Loans shall be deposited in
the
Certificate Account by Countrywide (on its own behalf and on behalf
of Park
Granada, Park Monaco and Park Sienna) on or before the Distribution
Account
Deposit Date for the Distribution Date in the month succeeding the
calendar
month during which the related Mortgage Loan became required to be
purchased
or replaced hereunder.
In the event that a Seller shall have repurchased a Mortgage
Loan,
the Purchase Price therefor shall be deposited in the Certificate
Account
pursuant to Section 3.05 on or before the Distribution Account
Deposit Date
for the Distribution Date in the month following the month during
which that
Seller became obligated hereunder to repurchase or replace such
Mortgage Loan
and upon such deposit of the Purchase Price, the delivery of the
Opinion of
Counsel required by Section 2.05 and receipt of a Request for
Release in the
form of Exhibit N hereto, the Trustee shall release the related
Mortgage File
held for the benefit of the Certificateholders to such Person, and
the Trustee
shall execute and deliver at such Person's direction such
instruments of
transfer or assignment prepared by such Person, in each case
without recourse,
as shall be necessary to transfer title from the Trustee. It is
understood and
agreed that the obligation under this Agreement of any Person to
cure,
repurchase or replace any Mortgage Loan as to which a breach has
occurred and
is continuing shall constitute the sole remedy against such Persons
respecting
such breach available to Certificateholders, the Depositor or the
Trustee on
their behalf.
The representations and warranties made pursuant to this
Section
2.03 shall survive delivery of the respective Mortgage Files to the
Trustee
for the benefit of the Certificateholders.
SECTION 2.04. Representations and Warranties of the Depositor as
to
the Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee
with
respect to each Mortgage Loan as of the date hereof or such other
date set
forth herein that as of the Closing Date, and following the
transfer of the
Mortgage Loans to it by each Seller, the Depositor had good title
to the
Mortgage Loans and the Mortgage Notes were subject to no offsets,
defenses or
counterclaims.
II-8
<PAGE>
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.
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
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<PAGE>
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.
II-10
<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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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; the Supplemental
Interest Trust, the Corridor Contract Reserve Fund.
(a) The Master Servicer shall make reasonable efforts in
accordance
with the customary and usual standards of practice of prudent
mortgage
servicers to collect all payments called for under the terms and
provisions of
the Mortgage Loans to the extent such procedures shall be
consistent with this
Agreement and the terms and provisions of any related Required
Insurance
Policy. Consistent with the foregoing, the Master Servicer may in
its
discretion (i) waive any late payment charge or any Prepayment
Charge or
penalty interest in connection with the prepayment of a Mortgage
Loan and (ii)
extend the due dates for payments due on a Mortgage Note for a
period not
greater than 180 days; provided, however, that the Master Servicer
cannot
extend the maturity of any such Mortgage Loan past the date on
which the final
payment is due on the latest maturing Mortgage Loan as of the
Cut-off Date. In
the event of any such arrangement, the Master Servicer shall make
Advances on
the related Mortgage Loan in accordance with the provisions of
Section 4.01
during the scheduled period in accordance with the amortization
schedule of
such Mortgage Loan without modification thereof by reason of
such
arrangements. The Master Servicer shall not be required to
institute or join
in litigation with respect to collection of any payment (whether
under a
Mortgage, Mortgage Note or otherwise or against any public or
governmental
authority with respect to a taking or condemnation) if it
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 ma
