EXHIBIT 99.1
------------
The Pooling and Servicing Agreement
<PAGE>
EXECUTION COPY
___________________________________
CWALT, INC.,
Depositor
COUNTRYWIDE HOME LOANS, INC.,
Seller
PARK GRANADA LLC,
Seller
PARK MONACO INC.,
Seller
PARK SIENNA LLC,
Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
Master Servicer
and
THE BANK OF NEW YORK,
Trustee
___________________________________
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 2007
___________________________________
ALTERNATIVE LOAN TRUST 2007-3T1
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-3T1
===================================
<PAGE>
Table of Contents
Page
----
ARTICLE I DEFINITIONS
I-1
SECTION 1.01. Defined
Terms.............................................I-1
SECTION 1.02. Certain Interpretive
Provisions..........................I-33
ARTICLE II CONVEYANCE
OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES II-1
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
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS III-1
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 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 Reserve Fund..............III-7
SECTION 3.09. Maintenance of Hazard
Insurance; Maintenance of
Primary Insurance Policies..............................III-9
SECTION 3.10. Enforcement of
Due-on-Sale Clauses; Assumption
Agreements.............................................III-10
SECTION 3.11. Realization Upon
Defaulted Mortgage Loans; Repurchase
of Certain Mortgage Loans..............................III-11
SECTION 3.12. Trustee to Cooperate;
Release of Mortgage Files........III-14
SECTION 3.13. Documents, Records and
Funds in Possession of Master
Servicer to be Held for the Trustee....................III-14
SECTION 3.14. Servicing
Compensation.................................III-15
SECTION 3.15. Access to Certain
Documentation........................III-15
SECTION 3.16. Annual Statement as to
Compliance......................III-16
SECTION 3.17. Errors and Omissions
Insurance; Fidelity Bonds.........III-16
SECTION 3.18. The Derivative
Contracts...............................III-16
i
<PAGE>
ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
IV-1
SECTION 4.01.
Advances.................................................IV-1
SECTION 4.02. Priorities of
Distribution...............................IV-2
SECTION 4.03.
[Reserved]...............................................IV-6
SECTION 4.04. Allocation of Realized
Losses............................IV-6
SECTION 4.05.
Cross-Collateralization; Adjustments to Available
Funds....................................................IV-7
SECTION 4.06. Monthly Statements to
Certificateholders.................IV-8
SECTION 4.07. Determination of
Pass-Through Rates for COFI
Certificates.............................................IV-8
SECTION 4.08. Determination of
Pass-Through Rates for LIBOR
Certificates.............................................IV-9
SECTION 4.09. Distributions from the
Reserve Fund.....................IV-11
ARTICLE V THE CERTIFICATES
V-1
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
VI-1
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
VII-1
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
VIII-1
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
IX-1
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
X-1
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
XI-1
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
Derivative 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
v
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of February 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 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 MR-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 Derivative Contracts, the Supplemental Interest
Trust
and the 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
Residual Certificate representing the Tax Matters Person
Certificate may be
issued in a different amount):
<TABLE>
<CAPTION>
=========================================================================================
Classes of
Master
Initial Maximum
Integral
REMIC
Class
Pass-Through
Multiples
Interests
Class
Certificate Rate
Minimum in Excess
Represented
Designation
Balance (per
annum) Denomination
of Minimum
(11)
-----------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C> <C>
Class 1-A-1 $
75,000,000
6.00%
$25,000
$1
MR-1-A-1
-----------------------------------------------------------------------------------------
Class 1-A-2 $
55,000,000
(1)
$25,000
$1
MR-1-A-2
-----------------------------------------------------------------------------------------
Class 1-A-3 $
15,000,000
(2)
$25,000
$1
MR-1-A-3
-----------------------------------------------------------------------------------------
Class 1-A-4 $
15,000,000
(3)
$25,000
$1
MR-1-A-4
-----------------------------------------------------------------------------------------
Class 1-A-5 $
85,000,000(4) (5)
$25,000(6)
$1(6) MR-1-A-5
-----------------------------------------------------------------------------------------
Class 1-A-6 $
85,000,000
6.25%
$25,000
$1
MR-1-A-6
-----------------------------------------------------------------------------------------
Class 1-A-7 $
170,000,000 6.00% $25,000
$1
MR-1-A-7
-----------------------------------------------------------------------------------------
Class 1-A-8 $
130,962,000 6.00% $25,000
$1
MR-1-A-8-A-1,
MR-1-A-8-A-2,
MR-1-A-8-B,
MR-1-A-8-C-1,
MR-1-A-8-C-2
-----------------------------------------------------------------------------------------
Class 1-A-9 $
117,820,000
6.00%
$25,000
$1
MR-1-A-9-A-1,
MR-1-A-9-A-2,
MR-1-A-9-A-3,
MR-1-A-9-B-1,
MR-1-A-9-B-2,
MR-1-A-9-B-3,
MR-1-A-9-C-1,
MR-1-A-9-C-2,
MR-1-A-9-C-3,
-----------------------------------------------------------------------------------------
Class 1-A-10 $ 22,264,000
6.00% $25,000
$1
MR-1-A-10
-----------------------------------------------------------------------------------------
Class 1-A-11 $ 14,374,000
6.00% $25,000
$1
MR-1-A-11
-----------------------------------------------------------------------------------------
Class 1-A-12 $ 87,308,000
5.75% $25,000
$1
If 1-A-13
is issued:
MR-1-A-8-A-1.
If 1-A-14
is issued,
MR-1-A-8-A-1
and
MR-1-A-8-C-1.
-----------------------------------------------------------------------------------------
Class 1-A-13 $ 65,481,000
6.25% $25,000
$1
MR-1-A-8-A-2,
MR-1-A-8-B,
MR-1-A-8-C-1,
MR-1-A-8-C-2
-----------------------------------------------------------------------------------------
Class 1-A-14 $ 43,654,000
6.50%
$25,000
$1
MR-1-A-8-A-
-----------------------------------------------------------------------------------------
vii
<PAGE>
-----------------------------------------------------------------------------------------
2,
MR-1-A-8-B,
MR-1-A-8-C-2
-----------------------------------------------------------------------------------------
Class 1-A-15 $ 117,820,000
5.50% $25,000
$1
MR-1-A-9-A-1,
MR-1-A-9-B-1,
MR-1-A-9-C-1,
-----------------------------------------------------------------------------------------
Class 1-A-16 $ 117,820,000
5.75% $25,000
$1
MR-1-A-9-A-1
and
MR-1-A-9-A-2
or
MR-1-A-9-A-3,
MR-1-A-9-B-1
and
MR-1-A-9-B-2
or
MR-1-A-9-B-3,
MR-1-A-9-C-1
and
MR-1-A-9-C-2
or
MR-1-A-9-C-3.
-----------------------------------------------------------------------------------------
Class 1-A-17 $ 9,818,333(4)
6.00% $25,000(6)
$1(6) If 1-A-15
is issued:
MR-1-A-9-A-2,
MR-1-A-9-A-3,
MR-1-A-9-B-2,
MR-1-A-9-B-3,
MR-1-A-9-C-2,
MR-1-A-9-C-3.
If 1-A-16
is issued:
MR-1-A-9-A-2
or
MR-1-A-9-A-3,
MR-1-A-9-B-2
or
MR-1-A-9-B-3,
MR-1-A-9-C-2
or
MR-1-A-9-C-3.
-----------------------------------------------------------------------------------------
Class 1-A-18 $ 78,546,667
5.75% $25,000
$1
If 1-A-19
is issued:
MR-1-A-9-A-1
and
MR-1-A-9-A-2
or
MR-1-A-9-A-3.
If 1-A-20
is issued:
MR-1-A-9-A-1
and
MR-1-A-9-A-2
or
MR-1-A-9-A-3;
and
MR-1-A-9-C-1
and
MR-1-A-9-C-2
-----------------------------------------------------------------------------------------
viii
<PAGE>
-----------------------------------------------------------------------------------------
or
MR-1-A-9-C-3.
-----------------------------------------------------------------------------------------
Class 1-A-19 $ 58,910,000
6.25% $25,000
$1
MR-1-A-9-A-2
or
MR-1-A-9-A-3,
MR-1-A-9-B-1,
MR-1-A-9-B-2
and
MR-1-A-9-B-3,
MR-1-A-C-1
and
MR-1-A-9-C-2
or
MR-1-A-9-C-3.
-----------------------------------------------------------------------------------------
Class 1-A-20 $ 39,273,333
6.50% $25,000
$1
MR-1-A-9-A-2
or
MR-1-A-9-A-3,
MR-1-A-9-B-1,
MR-1-A-9-B-2
and
MR-1-A-9-B-3
and
MR-1-A-9-C-2
or
MR-1-A-9-C-3.
-----------------------------------------------------------------------------------------
Class 2-A-1 $
54,384,000 6.00%
$25,000
$1
MR-2-A-1-A
and
MR-2-A-1-B,
and
MR-2-A-1-C
-----------------------------------------------------------------------------------------
Class 2-A-2 $
54,384,000 5.25%
$25,000
MR-2-A-1-A
-----------------------------------------------------------------------------------------
Class 2-A-3 $
54,384,000 5.50%
$25,000
MR-2-A-1-A
and
MR-2-A-1-B
-----------------------------------------------------------------------------------------
Class 2-A-4 $
54,384,000 5.75%
$25,000
MR-2-A-1-A
and
MR-2-A-1-C
-----------------------------------------------------------------------------------------
Class 2-A-5 $
6,798,000(4)
6.00% $25,000(6)
MR-2-A-1-B
and/or
MR-2-A-1-C
-----------------------------------------------------------------------------------------
Class 1-X
$ 684,251,070(4) (7)
$25,000(6)
$1(6) MR-1-X
-----------------------------------------------------------------------------------------
Class 2-X
$ 48,622,686(4)
(8)
$25,000(6)
$1(6) MR-2-X
-----------------------------------------------------------------------------------------
Class PO
$ 2,013,605
(9)
$25,000
$1
MR-PO
-----------------------------------------------------------------------------------------
Class A-R(10) $
100.00 6.00%
(10)
(10)
LTR-A-R and
MR-A-R
-----------------------------------------------------------------------------------------
Class M
$
20,878,000 6.00%
$25,000
$1
MR-M-1
-----------------------------------------------------------------------------------------
Class B-1
$ 8,432,000
6.00%
$25,000
$1
MR-B-1
-----------------------------------------------------------------------------------------
Class B-2
$ 6,022,000
6.00% $25,000
$1
MR-B-2
-----------------------------------------------------------------------------------------
Class B-3
$
4,417,000
6.00% $100,000
$1
MR-B-3
-----------------------------------------------------------------------------------------
Class B-4
$
3,212,000
6.00% $100,000
$1
MR-B-4
-----------------------------------------------------------------------------------------
Class B-5
$
3,212,155.86 6.00% $100,000
$1
MR-B-5
=========================================================================================
</TABLE>
__________________________________________
ix
<PAGE>
(1) The Class 1-A-2
Certificates will bear interest during each Interest
Accrual Period at a
per annum rate of LIBOR plus 0.50%, subject to a
maximum and minimum Pass-Through Rate of 5.75% and 0.50% per
annum,
respectively. The Pass-Through Rate for the Class 1-A-2
Certificates for
the
Interest Accrual Period for the first Distribution Date is 5.75%
per
annum.
(2) The Class 1-A-3
Certificates will bear interest during each Interest
Accrual Period at a per annum rate of LIBOR plus 0.50%, subject to
a
maximum and minimum Pass-Through Rate of 5.75% and 0.50% per
annum,
respectively. The Pass-Through Rate for the Class 1-A-3
Certificates for
the
Interest Accrual Period for the first Distribution Date is 5.75%
per
annum.
(3) The Class 1-A-4
Certificates will bear interest during each Interest
Accrual Period at a per annum rate of LIBOR plus 0.50%, subject to
a
maximum and minimum Pass-Through Rate of 5.75% and 0.50% per
annum,
respectively. The Pass-Through Rate for the Class 1-A-4
Certificates for
the
Interest Accrual Period for the first Distribution Date is 5.75%
per
annum.
(4) This Class will be
a Class of Notional Amount Certificates, will have no
Class Certificate Balance and will bear interest on its Notional
Amount.
(5) The Class 1-A-5
Certificates will bear interest during each Interest
Accrual Period at a per annum rate of 5.25% minus LIBOR, subject to
a
maximum and minimum Pass-Through Rate of 5.25% and 0.00% per
annum,
respectively. The Pass-Through Rate for the Class 1-A-5
Certificates for
the
Interest Accrual Period for the first Distribution Date is 0.00%
per
annum.
(6) Minimum
denomination is based on the Notional Amount of such Class.
(7) 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 0.408770% per annum.
(8) 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 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 0.223870% per annum.
(9) The Class PO
Certificates are Principal Only Certificates and will not
receive any distributions of interest.
(10) 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.
x
<PAGE>
(11) See Schedule VII for information regarding the Recombinations
of the
Depositable and Exchangeable Certificates related to these
uncertificated
Master REMIC Interests.
xi
<PAGE>
The
following table specifies the class designation, interest rate,
and
principal amount for each class of Master REMIC Interest:
--------------------------------------------------------------------------------
Master REMIC Interest Initial
Interest Rate
Possible
Principal Balance
Corresponding ES
Trust Certificates
--------------------------------------------------------------------------------
MR-1-A-1
$ 75,000,000
6.00%
1-A-1
--------------------------------------------------------------------------------
MR-1-A-2
$ 55,000,000
(1)
1-A-2
--------------------------------------------------------------------------------
MR-1-A-3
$ 15,000,000
(2)
1-A-3
--------------------------------------------------------------------------------
MR 1-A-4
$ 15,000,000
(3)
1-A-4
--------------------------------------------------------------------------------
MR-1-A-5
$
85,000,000(4) (5)
1-A-5
--------------------------------------------------------------------------------
MR-1-A-6
$ 85,000,000
6.25%
1-A-6
--------------------------------------------------------------------------------
MR-1-A-7
$
170,000,000
6.00%
1-A-7
--------------------------------------------------------------------------------
MR-1-A-8-A-1
$ 65,481,000
5.75%
1-A-8, 1-A-12
--------------------------------------------------------------------------------
MR-1-A-8-A-2
$
65,481,000(4) .25%
1-A-8, 1-A-13,
1-A-14
--------------------------------------------------------------------------------
MR-1-A-8-B
$ 43,654,000
6.00%
1-A-8, 1-A-13,
1-A-14
--------------------------------------------------------------------------------
MR-1-A-8-C-1
$ 21,827,000
5.75%
1-A-8, 1-A-12
--------------------------------------------------------------------------------
MR-1-A-8-C-2
$
21,827,000(4) .25%
1-A-8, 1-A-13,
1-A-14
--------------------------------------------------------------------------------
MR-1-A-9-A-1 $
58,910,000
5.50%
1-A-9, 1-A-15,
1-A-16, 1-A-18
--------------------------------------------------------------------------------
MR-1-A-9-A-2
$
58,910,000(4) .25%
1-A-9, 1-A-16,
1-A-17, 1-A-18,
1-A-19
--------------------------------------------------------------------------------
MR-1-A-9-A-3
$
58,910,000(4) .25%
1-A-9, 1-A-16,
1-A-17, 1-A-18,
1-A-19, 1-A-20
--------------------------------------------------------------------------------
MR-1-A-9-B-1
$ 39,273,333
5.50%
1-A-9, 1-A-15,
1-A-16, 1-A-19,
1-A-20
--------------------------------------------------------------------------------
MR-1-A-9-B-2
$
39,273,333(4) .25%
1-A-9, 1-A-16,
1-A-17, 1-A-19,
1-A-20
--------------------------------------------------------------------------------
MR-1-A-9-B-3
$ 39,273,333
(4)
.25%
1-A-9, 1-A-16,
1-A-17, 1-A-19,
1-A-20
--------------------------------------------------------------------------------
MR-1-A-9-C-1
$ 19,636,667
5.50%
1-A-9, 1-A-15,
1-A-16, 1-A-18,
1-A-19
--------------------------------------------------------------------------------
MR-1-A-9-C-2
$ 19,636,667
(4)
.25%
1-A-9, 1-A-16,
1-A-17, 1-A-18,
1-A-19, 1-A-20
--------------------------------------------------------------------------------
MR-1-A-9-C-3
$ 19,636,667
(4)
.25%
1-A-9, 1-A-16,
1-A-17, 1-A-18,
1-A-19, 1-A-20
--------------------------------------------------------------------------------
MR-1-A-10
$ 22,264,000
6.00%
1-A-10
--------------------------------------------------------------------------------
MR-1-A-11
$
14,374,000
6.00%
1-A-11
--------------------------------------------------------------------------------
MR-1-X(1)
(4)
(6)
1-X
--------------------------------------------------------------------------------
MR-2-A-1-A
$ 54,384,000
5.25%
2-A-1, 2-A-2,
2-A-3, 2-A-4
--------------------------------------------------------------------------------
MR-2-A-1-B
(4)
()
2-A-1, 2-A-3,
2-A-5
--------------------------------------------------------------------------------
MR-2-A-1-C
(4)
()
2-A-1, 2-A-4, 2-A-5
--------------------------------------------------------------------------------
MR-2-X
(4)
(7)
2-X
--------------------------------------------------------------------------------
MR-1-$100
$
100
6.00%
A-R
--------------------------------------------------------------------------------
xii
<PAGE>
--------------------------------------------------------------------------------
MR-PO
$
2,013,605
(8)
PO
--------------------------------------------------------------------------------
MR-M
$ 20,878,000
6.00%
M
--------------------------------------------------------------------------------
MR-B-1
$
8,432,000
6.00%
B-1
--------------------------------------------------------------------------------
MR-B-2
$
6,022,000
6.00%
B-2
--------------------------------------------------------------------------------
MR-B-3
$
4,417,000
6.00%
B-3
--------------------------------------------------------------------------------
MR-B-4
$
3,212,000
6.00%
B-4
--------------------------------------------------------------------------------
MR-B-5
$
3,212,155.86 6.00%
B-5
--------------------------------------------------------------------------------
MR-A-R
(9)
(9)
N/A
--------------------------------------------------------------------------------
(1) The Class MR-1-A-2
Interests will bear interest during each Interest
Accrual Period at a per annum rate of LIBOR plus 0.50%, subject to
a
maximum and minimum Pass-Through Rate of 5.75% and 0.50% per
annum,
respectively. The Pass-Through Rate for the Class MR-1-A-2
Interests for
the
Interest Accrual Period for the first Distribution Date is 5.75%
per
annum.
(2) The Class MR-1-A-3
Interests will bear interest during each Interest
Accrual Period at a per annum rate of LIBOR plus 0.50%, subject to
a
maximum and minimum Pass-Through Rate of 5.75% and 0.50% per
annum,
respectively. The Pass-Through Rate for the Class MR-1-A-3
Interests for
the
Interest Accrual Period for the first Distribution Date is 5.75%
per
annum.
(3) The Class MR-1-A-4
Interests will bear interest during each Interest
Accrual Period at a per annum rate of LIBOR plus 0.50%, subject to
a
maximum and minimum Pass-Through Rate of 5.75% and 0.50% per
annum,
respectively. The Pass-Through Rate for the Class MR-1-A-4
Interests for
the
Interest Accrual Period for the first Distribution Date is 5.75%
per
annum.
(4) This Class will be
a Class of Notional Amount Interest, will have no
Class Balance and will bear interest on its Notional Amount.
(5) The Class MR-1-A-5
Interest will bear interest during each Interest
Accrual Period at a per annum rate of 5.25% minus LIBOR, subject to
a
maximum and minimum Pass-Through Rate of 5.25% and 0.00% per
annum,
respectively. The Pass-Through Rate for the Class MR-1-A-5
Interests for
the
Interest Accrual Period for the first Distribution Date is 0.00%
per
annum.
(6) This class of
Master REMIC Interest pays no principal. 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.
(7) This class of
Master REMIC Interest pays no principal. 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.
(8) This Class of
Master REMIC Interest pays no interest.
(9) The Class MR-A-R
Master REMIC Interest represents the sole Class of
residual interest in the Master REMIC.
xiii
<PAGE>
The
following table specifies the class designation, interest rate,
and
principal amount for each class of Lower Tier REMIC Interests:
--------------------------------------------------------------------------------
Corresponding
Lower Tier REMIC
Initial
Master REMIC
Interest
Principal Balance Interest Rate
Interest
--------------------------------------------------------------------------------
LTR-1-A-1
$ 75,000,000
6.00
MR-1-A-1
--------------------------------------------------------------------------------
LTR 1-A-2
$ 55,000,000
5.75%
MR-1-A-2, 1-A-5(1)
--------------------------------------------------------------------------------
LTR-1-A-3
$ 15,000,000
5.75%
MR-1-A-3, 1-A-5(1)
--------------------------------------------------------------------------------
LTR-1-A-4
$ 15,000,000
5.75%
MR-1-A-4, 1-A-5(1)
--------------------------------------------------------------------------------
LTR-1-A-6
$ 85,000,000
6.25%
MR-1-A-6
--------------------------------------------------------------------------------
LTR-1-A-7
$
170,000,000
6.00%
MR-1-A-7
--------------------------------------------------------------------------------
LTR-1-A-8-A
$ 65,481,000
6.00%
MR-1-A-8-A-1 and
MR-1-A-8-A-2 (2)
--------------------------------------------------------------------------------
LTR-1-A-8-B
$ 43,654,000
6.00%
MR-1-A-8-B
--------------------------------------------------------------------------------
LTR-1-A-8-C
$ 21,827,000
6.00%
MR-1-A-8-C-1 and
MR-1-A-8-C-2 (3)
--------------------------------------------------------------------------------
LTR-1-A-9-A
$ 58,910,000
6.00%
MR-1-A-9-A-1,
MR-1-A-9-A-2,
MR-1-A-9-A-3 (4)
--------------------------------------------------------------------------------
LTR-1-A-9-B
$ 39,273,333
6.00%
MR-1-A-9-B-1,
MR-1-A-9-B-2,
MR-1-A-9-B-3 (5)
--------------------------------------------------------------------------------
LTR-1-A-9-C
$ 19,636,667
6.00%
MR-1-A-9-C-1,
MR-1-A-9-C-2,
MR-1-A-9-C-3 (6)
--------------------------------------------------------------------------------
LTR-1-A-10
$ 22,264,000
6.00%
MR-1-A-10
--------------------------------------------------------------------------------
LTR-1-A-11
$ 14,374,000
6.00%
MR-1-A-11
--------------------------------------------------------------------------------
LTR-1-X
(7)
(8)
MR-1-X
--------------------------------------------------------------------------------
LTR-2-A-1
$ 54,384,000
6.00%
MR-2-A-1-A,
MR-2-A-1-B,,
MR-2-A-1-C (9)
--------------------------------------------------------------------------------
LTR-2-X
(7)
(10)
MR-2-X
--------------------------------------------------------------------------------
LTR-1-$100
$
100.00 6.00%
MR-A-R
--------------------------------------------------------------------------------
LTR-PO
$
2,013,605
(11)
MR-PO
--------------------------------------------------------------------------------
LTR-M
$ 20,878,000
6.00%
MR-M
--------------------------------------------------------------------------------
LTR-B-1
$
8,432,000
6.00%
MR-B-1
--------------------------------------------------------------------------------
LTR-B-2
$
6,022,000
6.00%
MR-B-2
--------------------------------------------------------------------------------
LTR-B-3
$
4,417,000
6.00%
MR-B-3
--------------------------------------------------------------------------------
LTR-B-4
$
3,212,000
6.00%
MR-B-4
--------------------------------------------------------------------------------
LTR-B-5
$
3,212,155.86 6.00%
MR-B-5
--------------------------------------------------------------------------------
LTR-A-R
(12)
(12)
N/A
--------------------------------------------------------------------------------
(1) For each
Distribution Date, the Class 1-A-5 Master REMIC Interests are
each
entitled to a specified portion of the interest payable on each
of
the Class
LTR-1-A-2 Lower Tier REMIC Interest, Class LTR-1-A-3 Lower
Tier REMIC
Interest and Class LTR-1-A-4 Lower Tier REMIC Interest.
Specifically, for each Distribution Date, the Class 1-A-5 Master
REMIC
Interests
are
xiv
<PAGE>
each
entitled to interest payable on each of the Class LTR-1-A-2
Lower
Tier REMIC
Interest, Class LTR-1-A-3 Lower Tier REMIC Interest and Class
LTR-1-A-4
Lower Tier REMIC Interest at a per annum rate equal to 5.25%
minus LIBOR, but not
less than 0.00%.
(2) For each
Distribution Date, the Class MR-1-A-8-A-2 Master REMIC Interest
is
entitled to a specified portion of the interest payable on the
LTR-1-A-8-A Lower Tier REMIC Interest. Specifically, for each
related
Distribution Date, the Class the MR-1-A-8-A-2 Master REMIC Interest
is
entitled
to interest payable on the LTR-1-A-8-A Lower Tier REMIC
Interest
at a per annum rate equal to 0.25%
(3) For each
Distribution Date, the Class MR-1-A-8-C-2 Master REMIC Interest
is
entitled to a specified portion of the interest payable on the
LTR-1-A-8-C Lower Tier REMIC Interest. Specifically, for each
related
Distribution Date, the Class the MR-1-A-8-C-2 Master REMIC Interest
is
entitled
to interest payable on the LTR-1-A-8-C Lower Tier REMIC
Interest
at a per annum rate equal to 0.25%
(4) For each
Distribution Date, each of the Class MR-1-A-9-A-2 and Class
MR-1-A-9-A-3 Master REMIC Interest is entitled to a specified
portion of
the
interest payable on the LTR-1-A-9-A Lower Tier REMIC Interest.
Specifically, for each related Distribution Date, each of the
Class
MR-1-A-9-A-2 and Class MR-1-A-9-A-3 Master REMIC Interest is
entitled to
interest
payable on the LTR-1-A-9-A Lower Tier REMIC Interest at a per
annum rate
equal to 0.25%
(5) For each
Distribution Date, each of the Class MR-1-A-9-B-2 and Class
MR-1-A-9-B-3 Master REMIC Interest is entitled to a specified
portion of
the
interest payable on the LTR-1-A-9-B Lower Tier REMIC Interest.
Specifically, for each related Distribution Date, each of the
Class
MR-1-A-9-B-2 and Class MR-1-A-9-B-3 Master REMIC Interest is
entitled to
interest
payable on the LTR-1-A-9-B Lower Tier REMIC Interest at a per
annum rate
equal to 0.25%
(6) For each
Distribution Date, each of the Class MR-1-A-9-C-2 and Class
MR-1-A-9-C-3 Master REMIC Interest is entitled to a specified
portion of
the
interest payable on the LTR-1-A-9-C Lower Tier REMIC Interest.
Specifically, for each related Distribution Date, each of the
Class
MR-1-A-9-C-2 and Class MR-1-A-9-C-3 Master REMIC Interest is
entitled to
interest
payable on the LTR-1-A-9-C Lower Tier REMIC Interest at a per
annum rate
equal to 0.25%
(7) This Class
of Lower Tier REMIC Interest pays no principal.
(8) 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.
(9) For each
Distribution Date, each of the Class MR-2-A-1-B and Class
MR-2-A-1-C
Master REMIC Interest is entitled to a specified portion of
the
interest payable on the LTR-2-A-1 Lower Tier REMIC Interest.
Specifically, for each related Distribution Date, the Class
MR-2-A-1-B
Master
REMIC Interest is entitled to interest payable on the LTR-2-A-1
Lower Tier
REMIC Interest at a per annum rate equal to 0.25% and the
Class
MR-2-A-1-C Master REMIC Interest is
xv
<PAGE>
entitled
to interest payable on the LTR-2-A-1 Lower Tier REMIC Interest
at a per
annum rate equal to 0.50%
(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.
xvi
<PAGE>
Set forth
below are designations of Classes or Components of
Certificates and other defined terms to the categories used
herein:
Accretion Directed
Certificates................ None.
Accretion Directed
Components................... None.
Accrual Certificates......... one.
Accrual Components........... one.
Book-Entry Certificates...... All Classes of Certificates ther than
the
Physical ertificates.
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
$1,738,075
(1)
Class PO-2 Component
$275,530
(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-8, Class 1-A-9 and Class
2-A-1
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-12, Class 1-A-13, Class
1-A-14, Class
1-A-15, Class 1-A-16, Class 1-A-17, Class
1-A-18, Class 1-A-19, Class 1-A-20, Class 2-A-2,
Class 2-A-3 and Class 2-A-4 Certificates.
Floating Rate Certificates... Class 1-A-2, Class 1-A-3 and Class
1-A-4
Certificates.
Group 1 Certificates......... Group 1 Senior Certificates and the
portions of
the Subordinated Certificates related to Loan
Group 1.
xvii
<PAGE>
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-A-7,
Class 1-A-8, Class 1-A-9, Class 1-A-10, Class
1-A-11, 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 and Class 2-X
Certificates and Class
PO-2 Component
Inverse Floating Rate
Certificates................ Class 1-A-5 Certificates.
LIBOR Certificates........... The Floating Rate Certificates and
the Inverse
Floating Rate Certificates.
Non-Delay Certificates....... LIBOR Certificates.
Notional Amount Certificates. Class 1-A-5, Class 1-A-17, Class
2-A-5, 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.
Subordinated Certificates.... Class M, Class B-1, Class B-2, Class
B-3,
Class B-4 and Class B-5 Certificates.
Targeted Principal Classes... None.
xviii
<PAGE>
Underwriter.................. UBS Securities LLC (Senior),
Countrywide
Securities Corporation and Morgan Stanley & Co.
Incorporated.
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.
xix
<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 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
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
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.
Cap Contract: With respect to the Class 1-A-3 and Class 1-A-4
Certificates, the transaction evidenced by the related
Confirmation, a form of
each of which is attached hereto as Exhibit R.
Cap Contract Scheduled Termination Date: The Distribution Date
in January 2012.
Ceiling Rate: With
respect to each Class of Covered
Certificates, the applicable percentage set forth below:
-------------------------------------------
Ceiling
Class of Certificates
Rate
-------------------------------------------
Class 1-A-2
98.50%
-------------------------------------------
Class 1-A-3
N/A
-------------------------------------------
Class 1-A-4
N/A
-------------------------------------------
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 2007-3T1, Mortgage
Pass-Through
Certificates, Series 2007-3T1."
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.
I-4
<PAGE>
Certificateholder or Holder: The person in whose name a
Certificate is registered in the Certificate Register, except that,
solely for
the purpose of giving any consent pursuant to this Agreement, any
Certificate
registered in the name of the Depositor or any affiliate of the
Depositor
shall be deemed not to be Outstanding and the Percentage Interest
evidenced
thereby shall not be taken into account in determining whether the
requisite
amount of Percentage Interests necessary to effect such consent has
been
obtained; provided, however, that if any such Person (including the
Depositor)
owns 100% of the Percentage Interests evidenced by a Class of
Certificates,
such Certificates shall be deemed to be Outstanding for purposes of
any
provision hereof (other than the second sentence of Section 10.01
hereof) that
requires the consent of the Holders of Certificates of a particular
Class as a
condition to the taking of any action hereunder. The Trustee is
entitled to
rely conclusively on a certification of the Depositor or any
affiliate of the
Depositor in determining which Certificates are registered in the
name of an
affiliate of the Depositor.
Certification Party:
As defined in Section 11.05.
Certifying Person: As
defined in Section 11.05.
Class: All
Certificates bearing the same class designation as
set forth in the Preliminary Statement.
Class Certificate Balance: With respect to any Class and as to
any
date of determination, the aggregate of the Certificate Balances of
all
Certificates of such Class as of such date.
Class Interest Shortfall: As to any Distribution Date and
Class,
the amount by which the amount described in clause (i) of the
definition of
Class Optimal Interest Distribution Amount for such Class exceeds
the amount
of interest actually distributed on such Class on such Distribution
Date
pursuant to such clause (i).
Class Optimal Interest Distribution Amount: With respect to any
Distribution Date and interest bearing Class or, with respect to
any
interest-bearing Component, the sum of (i) one month's interest
accrued during
the related Interest Accrual Period at the Pass-Through Rate for
such Class on
the related Class Certificate Balance, Component Balance, Notional
Amount or
Component Notional Amount, as applicable, immediately prior to
such
Distribution Date, subject to reduction as provided in Section
4.02(d) and
(ii) any Class Unpaid Interest Amounts for such Class or Component.
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 each Class of Subordinated Certificates, the quotient
(expressed as a
percentage) of (a) the Class Certificate Balance of such Class of
Subordinated
Certificates immediately prior to such Distribution Date divided by
(b) the
aggregate of the Class Certificate Balances immediately prior to
such
Distribution Date of all Classes of Certificates.
I-5
<PAGE>
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: February
27, 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.
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.
Confirmation: With respect to the Class 1-A-2 Certificates, the
confirmation (reference number: FXNEC9256), dated February 26,
2007,
evidencing a transaction between the Derivative Contract
Counterparty and the
Supplemental Interest Trustee. With respect to the Class 1-A-3
Certificates,
the confirmation (reference number: FXNCC9191), dated February 14,
2007,
evidencing a transaction between the Derivative Contract
Counterparty and the
Supplemental Interest Trustee. With respect to the Class 1-A-4
Certificates,
the confirmation (reference number: FXNCC9199), dated February 14,
2007,
evidencing a transaction between the Derivative Contract
Counterparty and the
Supplemental Interest Trustee.
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
I-6
<PAGE>
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 2007-3T1), 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 1-A-2
Certificates,
the transactions evidenced by the related Confirmation, a form of
which is
attached hereto as Exhibit R.
Corridor Contract Scheduled Termination Date: With respect to
the
Class 1-A-2 Certificates, the Distribution Date in January
2012.
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 1-A-2, Class 1-A-3 and Class
1-A-4 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) February 1,
2007.
Cut-off Date Pool Principal Balance: $802,990,861.35.
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.
I-7
<PAGE>
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.
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.
Derivative Contracts:
The Corridor Contract and the Cap
Contracts.
Derivative Contract Counterparty: Bear Stearns Financial
Products Inc.
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
I-8
<PAGE>
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 2007-3T1,
Mortgage
Pass-Through Certificates, Series 2007-3T1." Funds in the
Distribution Account
shall be held in trust for the Certificateholders for the uses and
purposes
set forth in this Agreement.
Distribution Account Deposit Date: As to any Distribution Date,
12:30 p.m. Pacific time on the Business Day immediately preceding
such
Distribution Date.
Distribution Date: The 25th day of each 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 March
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.
I-9
<PAGE>
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 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
2007-3T1,
Mortgage Pass-Through Certificates, Series 2007-3T1." 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.
I-10
<PAGE>
FIRREA: The Financial
Institutions Reform, Recovery, and
Enforcement Act of 1989.
Fitch: Fitch, Inc., or
any successor thereto.
If Fitch is
designated as a Rating Agency in the Preliminary Statement, for
purposes of
Section 10.05(b) the address for notices to Fitch shall be Fitch,
Inc., One
State Street Plaza, New York, New York 10004, Attention: Residential
Mortgage Surveillance Group, or such other address as Fitch may
hereafter
furnish to the Depositor and the Master Servicer.
FNMA: The Federal National Mortgage Association, a federally
chartered and privately owned corporation organized and existing
under the
Federal National Mortgage Association Charter Act, or any successor
thereto.
Form 10-D Disclosure Item: With respect to any Person, any
material litigation or governmental proceedings pending against
such Person,
or against any of the Trust Fund, the Depositor, the Trustee, the
co-trustee,
the Master Servicer or any Subservicer if such Person has actual
knowledge
thereof.
Form 10-K Disclosure Item: With respect to any Person, (a) any
Form 10-D Disclosure Item and (b) any affiliations or relationships
between
such Person and any Item 1119 Party.
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.
I-11
<PAGE>
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 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.
I-12
<PAGE>
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.
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.
I-13
<PAGE>
MERS Mortgage Loan:
Any Mortgage Loan registered with MERS on
the MERS System.
MERS (R) System: The system of recording transfers of mortgages
electronically maintained by MERS.
MIN: The Mortgage
Identification Number for any MERS Mortgage
Loan.
MOM Loan: Any Mortgage Loan as to which MERS is acting as
mortgagee, solely as nominee for the originator of such Mortgage
Loan and its
successors and assigns.
Monthly Statement: The
statement delivered to the
Certificateholders pursuant to Section 4.06.
Moody's: Moody's
Investors Service, Inc., or any successor
thereto. If Moody's is
designated as a Rating Agency in the Preliminary
Statement, for purposes of Section 10.05(b) the address for notices
to
Moody's shall be Moody's Investors Service, Inc., 99 Church Street,
New York,
New York 10007, Attention: Residential Pass-Through Monitoring, or
such other
address as Moody's may hereafter furnish to the Depositor or the
Master
Servicer.
Mortgage: The mortgage, deed of trust or other instrument
creating
a first lien on an estate in fee simple or leasehold interest in
real property
securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01
hereof pertaining to a particular Mortgage Loan and any additional
documents
delivered to the Trustee to be added to the Mortgage File pursuant
to this
Agreement.
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;
I-14
<PAGE>
(ix) a code indicating
whether the residential dwelling at the
time of origination was represented to be owner-occupied;
(x) a code
indicating whether the residential dwelling is either
(a) a detached single family dwelling (b) a dwelling in a de
minimis PUD, (c) a condominium unit or PUD (other than a de
minimis PUD), (d) a two- to four-unit residential property
or (e) a
Cooperative Unit;
(xi) the Mortgage
Rate;
(xii) a code indicating whether the Mortgage Loan is a
Countrywide
Mortgage Loan, a Park Granada Mortgage Loan, a Park Monaco
Mortgage Loan or a Park Sienna Mortgage Loan;
(xiii)a code indicating whether the Mortgage Loan is a Lender
PMI
Mortgage Loan and, in the case of any Lender PMI Mortgage
Loan, a percentage representing the amount of the related
interest premium charged to the borrower;
(xiv) the purpose for the Mortgage Loan;
(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
I-15
<PAGE>
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) 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: (1)
the Class 1-A-5 Certificates, the aggregate Class Certificate
Balance of the
Class 1-A-2, Class 1-A-3 and Class 1-A-4 Certificates immediately
prior to
such Distribution Date; (2) the Class 1-A-17 Certificates, the sum
of (i)
I-16
<PAGE>
the product of (a) the Class Certificate Balance of the Class
1-A-15
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-16
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; (3) the
Class 2-A-5 Certificates the sum of (i) the product of (a) the
Class
Certificate Balance of the Class 2-A-2 Certificates immediately
prior to such
Distribution Date and (b) a fraction, the numerator of which is
0.75 and the
denominator of which is 6.00, (ii) the product of (a) the Class
Certificate
Balance of the Class 2-A-3 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 (iii) the product of (a) the Class Certificate
Balance of
the Class 2-A-4 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; (4) the Class 1-X Certificates, an amount equal to the
aggregate of the
Stated Principal Balances of the Non-Discount Mortgage Loans in
Loan Group 1
as of the Due Date in the preceding calendar month (after giving
effect to
Principal Prepayments received in the Prepayment Period related to
such Due
Date) and (5) 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 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
Support
Class of Certificates
Percentage
---------------------
----------
Class M................. 5.75%
I-17
<PAGE>
Class B-1............... 3.15%
Class B-2............... 2.10%
Class B-3............... 1.35%
Class B-4............... 0.80%
Class B-5............... 0.40%
Original Mortgage Loan: The mortgage loan refinanced
in
connection with the origination of a Refinancing Mortgage Loan.
Original Subordinate Principal Balance: On or prior to a Senior
Termination Date, the Subordinated Percentage for a Loan Group of
the
aggregate of the applicable Non-PO Percentage of the Stated
Principal Balances
of the Mortgage Loans in such Loan Group, in each case as of the
Cut-off Date;
or if such date is after a Senior Termination Date, the aggregate
of the Class
Certificate Balances of the Subordinated Certificates as of the
Closing Date.
OTS: The Office of
Thrift Supervision.
Outside Reference Date: As to any Interest Accrual Period
for
the COFI Certificates, the close of business on the tenth day
thereof.
Outstanding: With
respect to the Certificates as of any date of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except:
(i) Certificates theretofore canceled by the Trustee or
delivered
to the Trustee for cancellation; and
(ii) Certificates in exchange for which or in lieu of which
other
Certificates have been executed and delivered by the Trustee
pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan
with a Stated Principal Balance greater than zero, which was not
the subject
of a Principal Prepayment in Full prior to such Due Date or during
the
Prepayment Period related to such Due Date and which did not become
a
Liquidated Mortgage Loan prior to such Due Date.
Overcollateralized Group: As defined in Section 4.05.
Ownership Interest: As to any Residual Certificate, any
ownership
interest in such Certificate including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect,
legal or beneficial.
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.
I-18
<PAGE>
Park Sienna: Park Sienna LLC, a Delaware limited liability
company, and its successors and assigns, in its capacity as the
seller of the
Park Sienna Mortgage Loans to the Depositor.
Park Sienna Mortgage Loans: The Mortgage Loans identified
as
such on the Mortgage Loan Schedule for which Park Sienna is the
applicable
Seller.
Pass-Through Rate: For any interest bearing Class of
Certificates
or Component, the per annum rate set forth or calculated in the
manner
described in the Preliminary Statement.
Percentage Interest: As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made on
the related
Class, such percentage interest being set forth on the face thereof
or equal
to the percentage obtained by dividing the Denomination of such
Certificate by
the aggregate of the Denominations of all Certificates of the same
Class.
Performance Certification: As defined in Section 11.05.
Permitted Investments:
At any time, any one or more of the
following obligations and securities:
(i) obligations
of the United States or any agency thereof,
provided such obligations are backed by the full faith and
credit of the United States;
(ii) general
obligations of or obligations guaranteed by any
state of the United States or the District of Columbia
receiving the highest long-term debt rating of each Rating
Agency, or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to
the Certificates by each Rating Agency;
(iii) commercial or finance company paper which is then
receiving
the highest commercial or finance company paper rating of
each Rating Agency, or such lower rating as will not result
in the downgrading or withdrawal of the ratings then
assigned to the Certificates by each Rating Agency;
(iv) certificates of
deposit, demand or time deposits, or
bankers' acceptances issued by any depository institution or
trust company incorporated under the laws of the United
States or of any state thereof and subject to supervision
and examination by federal and/or state banking authorities,
provided that the commercial paper and/or long term
unsecured debt obligations of such depository institution or
trust company (or in the case of the principal depository
institution in a holding 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;
I-19
<PAGE>
(vi) units of a
taxable money-market portfolio having the highest
rating assigned by
each Rating Agency (except if Fitch is a
Rating Agency and has not rated the portfolio, the highest
rating assigned by Moody's) and restricted to obligations
issued or guaranteed by the United States of America or
entities whose obligations are backed by the full faith and
credit of the United States of America and repurchase
agreements collateralized by such obligations; and
(vii) such other relatively risk free investments bearing
interest
or sold at a discount acceptable to each Rating Agency as
will not result in the downgrading or withdrawal of the
rating then assigned to the Certificates by either Rating
Agency, as evidenced by a signed writing delivered by each
Rating Agency
provided, that no such instrument shall be a Permitted Investment
if such
instrument evidences the right to receive interest only payments
with respect
to the obligations underlying such instrument.
Permitted Transferee: Any person other than (i) the United
States,
any State or political subdivision thereof, or any agency or
instrumentality
of any of the foregoing, (ii) a foreign government, International
Organization
or any agency or instrumentality of either of the foregoing, (iii)
an
organization (except certain farmers' cooperatives described in
section 521 of
the Code) which is exempt from tax imposed by Chapter 1 of the Code
(including
the tax imposed by section 511 of the Code on unrelated business
taxable
income) on any excess inclusions (as defined in section 860E(c)(l)
of the
Code) with respect to any Residual Certificate, (iv) rural electric
and
telephone cooperatives described in section 1381(a)(2)(C) of the
Code, (v) an
"electing large partnership" as defined in Section 775 of the Code,
(vi) a
Person that is not a citizen or resident of the United States, a
corporation,
partnership, or other entity created or organized in or under the
laws of the
United States, any State thereof or the District of Columbia, or an
estate or
trust whose income from sources without the United States is
includible in
gross income for United States federal income tax purposes
regardless of its
connection with the conduct of a trade or business within the
United States or
a trust if a court within the United States is able to exercise
primary
supervision over the administration of the trust and one or more
United States
persons have the authority to control all substantial decisions of
the trust
unless such Person has furnished the transferor and the Trustee
with a duly
completed Internal Revenue Service Form W-8ECI or any applicable
successor
form, and (vii) any other Person so designated by the Depositor
based upon an
Opinion of Counsel that the Transfer of an Ownership Interest in a
Residual
Certificate to such Person may cause any REMIC hereunder to fail to
qualify as
a REMIC at any time that the Certificates are outstanding. The
terms "United
States," "State" and "International Organization" shall have the
meanings set
forth in section 7701 of the Code or successor provisions. A
corporation will
not be treated as an instrumentality of the United States or of any
State or
political subdivision thereof for these purposes if all of its
activities are
subject to tax and, with the exception of the Federal Home Loan
Mortgage
Corporation, a majority of its board of directors is not selected
by such
government unit.
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.
I-20
<PAGE>
Planned Balance: With respect to any group of Planned Principal
Classes or Components in the aggregate and any Distribution Date
appearing in
Schedule V hereto, the Aggregate Planned Balance for such group
and
Distribution Date. With respect to any other Planned Principal
Class or
Component and any Distribution Date appearing in Schedule V hereto,
the
applicable amount appearing opposite such Distribution Date for
such Class or
Component.
Planned Principal Classes: As specified in the
Preliminary
Statement.
PO Formula Principal Amount: As to any Distribution Date and
related Class PO Component, the sum of (i) the sum of the
applicable PO
Percentage of (a) the principal portion of each Scheduled Payment
(without
giving effect to any reductions thereof caused by any Debt Service
Reductions
or Deficient Valuations) due on each Mortgage Loan in the related
Loan Group
on the related Due Date, (b) the Stated Principal Balance of each
Mortgage
Loan in the related Loan Group that was repurchased by a Seller or
purchased
by the Master Servicer pursuant to this Agreement as of such
Distribution
Date, (c) the Substitution Adjustment Amount in connection with any
Deleted
Mortgage Loan in the related Loan Group received with respect to
such
Distribution Date, (d) any Insurance Proceeds or Liquidation
Proceeds
allocable to recoveries of principal of Mortgage Loans in the
related Loan
Group that are not yet Liquidated Mortgage Loans received during
the calendar
month preceding the month of such Distribution Date, (e) with
respect to each
Mortgage Loan in the related Loan Group that became a Liquidated
Mortgage Loan
during the calendar month preceding the month of such Distribution
Date, the
amount of Liquidation Proceeds allocable to principal received with
respect to
such Mortgage Loan during the calendar month preceding the month of
such
Distribution Date with respect to such Mortgage Loan, and (f) all
Principal
Prepayments with respect to the Mortgage Loans in the related Loan
Group
received during the related Prepayment Period 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.
I-21
<PAGE>
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 February 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 February 1, 2007) through the 15th day of the calendar
month of
such Distribution Date.
Prepayment 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%.
Primary Insurance Policy: Each policy of primary mortgage
guaranty
insurance or any replacement policy therefor with respect to any
Mortgage
Loan.
Prime Rate: The prime commercial lending rate of The Bank of
New
York, as publicly announced to be in effect from time to time. The
Prime Rate
shall be adjusted automatically, without notice, on the effective
date of any
change in such prime commercial lending rate. The Prime Rate is
not
necessarily The Bank of New York's lowest rate of interest.
Principal 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 Senior Percentage for Loan Group 1, (B) the
Scheduled
Principal Distribution Amount for Loan Group 1, (C) the Shift
Percentage and
(D) the Priority Percentage and (ii) the product of (A) the Senior
Prepayment
Percentage for Loan Group 1, (B) the Unscheduled Principal
Distribution Amount
for Loan Group 1, (C) the Prepayment Shift Percentage and (D) the
Priority
Percentage.
I-22
<PAGE>
Priority Percentage: As to any Distribution Date, the
percentage
equivalent of a fraction, the numerator of which is the aggregate
Class
Certificate Balance of the Class 1-A-9 and Class 1-A-10
Certificates
immediately prior to such Distribution Date and the denominator of
which is
the aggregate Class Certificate Balance of the Group 1 Senior
Certificates
(other than the Class PO-1 Component) immediately prior to such
Distribution
Date.
Private Certificate:
As specified in the Preliminary Statement.
Pro Rata Share: As to any Distribution Date, the Subordinated
Principal Distribution Amount and any Class of Subordinated
Certificates, the
portion of the Subordinated Principal Distribution Amount allocable
to such
Class, equal to the product of the Subordinated Principal
Distribution Amount
on such Distribution Date and a fraction, the numerator of which is
the
related Class Certificate Balance thereof and the denominator of
which is the
aggregate of the Class Certificate Balances of the Subordinated
Certificates.
Proprietary Lease: With respect to any Cooperative Unit, a
lease
or occupancy agreement between a Cooperative Corporation and a
holder of
related Coop Shares.
Prospectus: The Prospectus dated November 14, 2006 generally
relating to mortgage pass-through certificates to be sold by the
Depositor.
Prospectus Supplement:
The Prospectus Supplement dated February
26, 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 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
I-23
<PAGE>
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.
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,
I-24
<PAGE>
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);
(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
I-25
<PAGE>
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.
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 2007-3T1,
Mortgage
Pass-Through Certificates, Series 2007-3T1." 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).
Residual Certificates:
As specified in the Preliminary Statement.
Responsible Officer: When used with respect to the Trustee, any
Vice President, any Assistant Vice President, the Secretary, any
Assistant
Secretary, any Trust Officer or any other officer of the Trustee
customarily
performing functions similar to those performed by any of the above
designated
officers and also to whom, with respect to a particular matter,
such matter is
referred because of such officer's knowledge of and familiarity
with the
particular subject.
Restricted Classes: As
defined in Section 4.02(e).
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.
I-26
<PAGE>
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 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
I-27
<PAGE>
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 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
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.
I-28
<PAGE>
Servicing Advances: All customary, reasonable and necessary
"out
of pocket" costs and expenses incurred in the performance by the
Master
Servicer of its servicing obligations, 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, 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 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 each Class of Covered Certificates,
5.25%.
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
I-29
<PAGE>
such Loan Group for such Distribution Date. As to any Distribution
Date after
a Senior Termination Date, 100% minus the Senior Percentage for
such
Distribution Date.
Subordinated Portion: For any Distribution Date, an amount
equal
to the aggregate Stated Principal Balance of the Mortgage Loans in
the related
Loan Group as of the end of the Prepayment Period related to the
immediately
preceding Distribution Date, minus the aggregate Class Certificate
Balance of
the related Senior Certificates immediately prior to such
Distribution Date.
Subordinated Prepayment Percentage: As to any Distribution Date
and Loan Group, 100% minus the related Senior Prepayment Percentage
for such
Distribution Date.
Subordinated Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, an amount equal to the excess of
(A) the
sum, not less than zero, of (i) the Subordinated Percentage of the
applicable
Non-PO Percentage for such Loan Group of all amounts described in
subclauses
(a) through (d) of clause (i) of the definition of "Non-PO Formula
Principal
Amount" for such Distribution Date, (ii) with respect to each
Mortgage Loan
that became a Liquidated Mortgage Loan during the calendar month
preceding the
month of such Distribution Date, the applicable Non-PO Percentage
of the
amount of the Liquidation Proceeds allocated to principal received
with
respect thereto remaining after application thereof pursuant to
clause (ii) of
the definition of Senior Principal Distribution Amount, up to the
Subordinated
Percentage for such Loan Group of the applicable Non-PO Percentage
of the
Stated Principal Balance of such Mortgage Loan, (iii) the
Subordinated
Prepayment Percentage of the applicable Non-PO Percentage of all
amounts
described in subclause (f) of clause (i) of the definition of
"Non-PO Formula
Principal Amount" for such Loan Group and Distribution Date, and
(iv) the
related Subordinated Prepayment Percentage of any Subsequent
Recoveries
described in clause (ii) of the definition of "Non-PO Formula
Principal
Amount" for such Distribution Date, over (B) the amount of any
payments in
respect of Class PO Deferred Amounts for the related Class PO
Component on the
related Distribution Date, provided, however, that on any
Distribution Date
after a Senior Termination Date, the Subordinated Principal
Distribution
Amount will not be calculated by Loan Group but will equal the
amount
calculated pursuant to the formula set forth above based on the
applicable
Subordinated Percentage or Subordinated Prepayment Percentage, as
applicable,
for the Subordinated Certificates for such Distribution Date with
respect to
all of the Mortgage Loans as opposed to the Mortgage Loans in the
related Loan
Group.
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 immediately
prior to
that Distribution Date, divided by (2) the aggregate Class
Certificate Balance
of 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
I-30
<PAGE>
10% less than the Stated Principal Balance of the Deleted Mortgage
Loan; (ii)
be accruing interest at a rate no lower than and not more than 1%
per annum
higher than, that of the Deleted Mortgage Loan; (iii) have a
Loan-to-Value
Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a
remaining
term to maturity no greater than (and not more than one year less
than that
of) the Deleted Mortgage Loan; (v) not be a Cooperative Loan unless
the
Deleted Mortgage Loan was a Cooperative Loan and (vi) comply with
each
representation and warranty set forth in Section 2.03 hereof.
Substitution Adjustment Amount: The meaning ascribed to such
term
pursuant to Section 2.03.
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.
Transaction Documents: This Agreement, the Derivative Contracts
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.
I-31
<PAGE>
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
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
Class
1-A-2 Certificates on or prior to the Corridor Contract Scheduled
Termination
Date, interest accrued for the related Interest Accrual Period on
the Class
Certificate Balance of the Class 1-A-2 Certificates immediately
prior to such
Distribution Date at a rate equal to the excess, if any, of (i) the
lesser of
LIBOR and the applicable Ceiling Rate over (ii) the Strike Rate.
For any
Distribution Date and the Class 1-A-3 and Class 1-A-4 Certificates,
on or
prior to the Cap Contract Scheduled Termination Date, the interest
accrued for
the related Interest Accrual Period on the Class Certificate
Balance of the
related Class of Certificates immediately prior to such
Distribution Date at a
rate equal to the excess, if any, of (i) LIBOR over (ii) 5.25%.
I-32
<PAGE>
SECTION 1.02. Certain Interpretive Provisions.
All terms defined in this Agreement shall have the defined
meanings when used in any certificate, agreement or other document
delivered
pursuant hereto unless otherwise defined therein. For purposes of
this
Agreement and all such certificates and other documents, unless the
context
otherwise requires: (a) accounting terms not otherwise defined in
this
Agreement, and accounting terms partly defined in this Agreement to
the extent
not defined, shall have the respective meanings given to them under
generally
accepted accounting principles; (b) the words "hereof," "herein"
and
"hereunder" and words of similar import refer to this Agreement (or
the
certificate, agreement or other document in which they are used) as
a whole
and not to any particular provision of this Agreement (or such
certificate,
agreement or document); (c) references to any Section, Schedule or
Exhibit are
references to Sections, Schedules and Exhibits in or to this
Agreement, and
references to any paragraph, subsection, clause or other
subdivision within
any Section or definition refer to such paragraph, subsection,
clause or other
subdivision of such Section or definition; (d) the term "including"
means
"including without limitation"; (e) references to any law or
regulation refer
to that law or regulation as amended from time to time and include
any
successor law or regulation; (f) references to any agreement refer
to that
agreement as amended from time to time; (g) references to any
Person include
that Person's permitted successors and assigns; and (h) a Mortgage
Loan is "30
days delinquent" if any Scheduled Payment has not been received by
the close
of business on the day immediately preceding the Due Date on which
the next
Scheduled Payment is due. Similarly for "60 days delinquent," "90
days
delinquent" and so on
I-33
<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
II-1
<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
II-3
<PAGE>
assignee thereof, affix the following language to each assignment
of Mortgage:
"CWALT Series 2007-3T1, 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.
II-4
<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
II-5
<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-
II-6
<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
II-7
<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
II-9
<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
III-1
<PAGE>
calculating monthly distributions to the Certificateholders, be
added to
the Stated Principal Balances of the related Mortgage Loans,
notwithstanding
that the terms of such Mortgage Loans so permit.
SECTION 3.02. Subservicing; Enforcement of the Obligations of
Subservicers.
(a) The Master Servicer may arrange for the subservicing of any
Mortgage Loan by a Subservicer pursuant to a subservicing
agreement; provided,
however, that such subservicing arrangement and the terms of the
related
subservicing agreement must provide for the servicing of such
Mortgage Loans
in a manner consistent with the servicing arrangements contemplated
hereunder.
Unless the context otherwise requires, references in this Agreement
to actions
taken or to be taken by the Master Servicer in servicing the
Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of
the Master
Servicer. Notwithstanding the provisions of any subservicing
agreement, any of
the provisions of this Agreement relating to agreements or
arrangements
between the Master Servicer and a Subservicer or reference to
actions taken
through a Subservicer or otherwise, the Master Servicer shall
remain obligated
and liable to the Depositor, the Trustee and the Certificateholders
for the
servicing and administration of the Mortgage Loans in accordance
with the
provisions of this Agreement without diminution of such obligation
or
liability by virtue of such subservicing agreements or arrangements
or by
virtue of indemnification from the Subservicer and to the same
extent and
under the same terms and conditions as if the Master Servicer alone
were
servicing and administering the Mortgage Loans. All actions of
each
Subservicer performed pursuant to the related subservicing
agreement shall be
performed as an agent of the Master Servicer with the same force
and effect as
if performed directly by the Master Servicer.
(b) For purposes of this Agreement, the Master Servicer shall
be
deemed to have received any collections, recoveries or payments
with respect
to the Mortgage Loans that are received by a Subservicer regardless
of whether
such payments are remitted by the Subservicer to the Master
Servicer.
SECTION 3.03. Rights
of the Depositor and the Trustee in Respect
of the Master Servicer.
The Depositor may, but is not obligated to, enforce the
obligations of the Master Servicer hereunder and may, but is not
obligated to,
perform, or cause a designee to perform, any defaulted obligation
of the
Master Servicer hereunder and in connection with any such defaulted
obligation
to exercise the related rights of the Master Servicer hereunder;
provided that
the Master Servicer shall not be relieved of any of its obligations
hereunder
by virtue of such performance by the Depositor or its designee.
Neither the
Trustee nor the Depositor shall have any responsibility or
liability for any
action or failure to act by the Master Servicer nor shall the
Trustee or the
Depositor be obligated to supervise the performance of the Master
Servicer
hereunder or otherwise.
SECTION 3.04. Trustee to Act as Master Servicer.
In the event that the Master Servicer shall for any reason no
longer be the Master Servicer hereunder (including by reason of an
Event of
Default or termination by the Depositor), the Trustee or its
successor shall
thereupon assume all of the rights and obligations of the Master
Servicer
hereunder arising thereafter (except that the Trustee shall not be
(i) liable
for losses of the Master Servicer pursuant to Section 3.09 hereof
or any acts
or omissions of the predecessor Master Servicer hereunder), (ii)
obligated to
make Advances if it is prohibited from doing so by applicable law,
(iii)
obligated to effectuate repurchases or substitutions of Mortgage
Loans
hereunder including, but not limited to, repurchases or
substitutions of
Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, (iv)
responsible for
expenses of the Master Servicer pursuant to Section 2.03 or (v)
deemed to have
made any representations and warranties of the Master Servicer
hereunder). Any
such assumption shall be subject to Section 7.02
III-2
<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 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];
III-3
<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
III-4
<PAGE>
(iii) any other amounts deposited hereunder which are required
to
be
deposited in the Distribution Account.
In the event that the Master Servicer shall remit any amount
not
required to be remitted, it may at any time direct the Trustee to
withdraw
such amount from the Distribution Account, any provision herein to
the
contrary notwithstanding. Such direction may be accomplished by
delivering an
Officer's Certificate to the Trustee which describes the amounts
deposited in
error in the Distribution Account. All funds deposited in the
Distribution
Account shall be held by the Trustee in trust for the
Certificateholders until
disbursed in accordance with this Agreement or withdrawn in
accordance with
Section 3.08. In no event shall the Trustee incur liability for
withdrawals
from the Distribution Account at the direction of the Master
Servicer.
(e) Each institution at which the Certificate Account or the
Distribution Account is maintained shall invest the funds therein
as directed
in writing by the Master Servicer in Permitted Investments, which
shall mature
not later than (i) in the case of the Certificate Account, the
second Business
Day next preceding the related Distribution Account Deposit Date
(except that
if such Permitted Investment is an obligation of the institution
that
maintains such account, then such Permitted Investment shall mature
not later
than the Business Day next preceding such Distribution Account
Deposit Date)
and (ii) in the case of the Distribution Account, the Business Day
next
preceding the Distribution Date (except that if such Permitted
Investment is
an obligation of the institution that maintains such fund or
account, then
such Permitted Investment shall mature not later than such
Distribution Date)
and, in each case, shall not be sold or disposed of prior to its
maturity. All
such Permitted Investments shall be made in the name of the
Trustee, for the
benefit of the Certificateholders. All income and gain net of any
losses
realized from any such investment of funds on deposit in the
Certificate
Account, or the Distribution Account shall be for the benefit of
the Master
Servicer as servicing compensation and shall be remitted to it
monthly as
provided herein. The amount of any realized losses in the
Certificate Account
or the Distribution Account incurred in any such account in respect
of any
such investments shall promptly be deposited by the Master Servicer
in the
Certificate Account or paid to the Trustee for deposit into the
Distribution
Account, as applicable. The Trustee in its fiduciary capacity shall
not be
liable for the amount of any loss incurred in respect of any
investment or
lack of investment of funds held in the Certificate Account or
the
Distribution Account and made in accordance with this Section
3.05.
(f) The Master Servicer shall give notice to the Trustee, each
Seller, each Rating Agency and the Depositor of any proposed change
of the
location of the Certificate Account prior to any change thereof.
The Trustee
shall give notice to the Master Servicer, each Seller, each Rating
Agency and
the Depositor of any proposed change of the location of the
Distribution
Account prior to any change thereof. The Supplemental Interest
Trustee shall
give notice to the Master Servicer, each Seller, each Rating Agency
and the
Depositor of any proposed change of the location of the Corridor
Contract
Reserve Fund prior to any change thereof.
(g) On the Closing Date, there is hereby established a separate
trust (the "Supplemental Interest Trust"), the assets of which
shall consist
of the Reserve Fund and the Supplemental Interest Trustee's rights
and
obligations under the Derivative Contracts. The Supplemental
Interest Trust
shall be maintained by the Supplemental Interest Trustee, who
initially, shall
be the Trustee.
On the Closing Date, the Supplemental Interest Trustee shall
establish and maintain in its name, in trust for the benefit of the
Holders of
the Covered Certificates, the Reserve Fund, and shall deposit
$1,000 therein
upon receipt from or on behalf of the Depositor of such amount. All
funds on
deposit in the Reserve Fund shall be held separate and apart from,
and shall
not be commingled with, any other moneys, including without
limitation, other
moneys held by the Trustee pursuant to this Agreement.
III-5
<PAGE>
On each Distribution Date, the Supplemental Interest Trustee
shall
deposit into the Reserve Fund all amounts received in respect of
the
Derivative Contracts for the related Interest Accrual Period. The
Supplemental
Interest Trustee shall make withdrawals from the Reserve Fund to
make
distributions pursuant to Section 4.09 exclusively (other than as
expressly
provided for in Section 3.08). Notwithstanding anything to the
contrary in
this Agreement, the Supplemental Interest Trustee shall be allowed
to transfer
funds in the Reserve Fund to the Trustee to facilitate, for
administrative
purposes, distribution of such funds to Certificateholders through
the
Distribution Account.
Funds in the Reserve Fund will be invested in The Bank of New
York
cash reserves. Any net investment earnings will be retained in the
Reserve
Fund until withdrawn upon the earlier of the reduction of the
aggregate Class
Certificate Balance of the Class 1-A-2, Class 1-A-3 and Class
1-A-4
Certificates to zero and the termination of this Agreement. Any
losses
incurred in the Reserve Fund in respect of the investment will be
charged
against amounts on deposit in the Reserve Fund (or the
investments)
immediately as realized. The Trustee, on behalf of the Supplemental
Interest
Trust, will not be liable for the amount of any loss incurred in
respect of
any investment or lack of investment of funds held in the Reserve
Fund and
made in accordance with this Agreement.
SECTION 3.06. Collection of Taxes, Assessments and Similar
Items;
Escrow Accounts.
(a) To the extent required by the related Mortgage Note and not
violative of current law, the Master Servicer shall establish and
maintain one
or more accounts (each, an "Escrow Account") and deposit and retain
therein
all collections from the Mortgagors (or advances by the Master
Servicer) for
the payment of taxes, assessments, hazard insurance premiums or
comparable
items for the account of the Mortgagors. Nothing herein shall
require the
Master Servicer to compel a Mortgagor to establish an Escrow
Account in
violation of applicable law.
(b) Withdrawals of amounts so collected from the Escrow
Accounts
may be made only to effect timely payment of taxes, assessments,
hazard
insurance premiums, condominium or PUD association dues, or
comparable items,
to reimburse the Master Servicer out of related collections for any
payments
made pursuant to Sections 3.01 hereof (with respect to taxes and
assessments
and insurance premiums) and 3.09 hereof (with respect to hazard
insurance), to
refund to any Mortgagors any sums determined to be overages, to pay
interest,
if required by law or the terms of the related Mortgage or Mortgage
Note, to
Mortgagors on balances in the Escrow Account or to clear and
terminate the
Escrow Account at the termination of this Agreement in accordance
with Section
9.01 hereof. The Escrow Accounts shall not be a part of the Trust
Fund.
(c) The Master Servicer shall advance any payments referred to
in
Section 3.06(a) that are not timely paid by the Mortgagors on the
date when
the tax, premium or other cost for which such payment is intended
is due, but
the Master Servicer shall be required so to advance only to the
extent that
such advances, in the good faith judgment of the Master Servicer,
will be
recoverable by the Master Servicer out of Insurance Proceeds,
Liquidation
Proceeds or otherwise.
SECTION 3.07. Access to Certain Documentation and Information
Regarding the Mortgage Loans.
The Master Servicer shall afford each Seller, the Depositor and
the Trustee reasonable access to all records and documentation
regarding the
Mortgage Loans and all accounts, insurance information and other
matters
relating to this Agreement, such access being afforded without
charge, but
III-6
<PAGE>
only upon reasonable request and during normal business hours at
the office
designated by the Master Servicer.
Upon reasonable advance notice in writing, the Master Servicer
will provide to each Certificateholder and/or Certificate Owner
which is a
savings and loan association, bank or insurance company certain
reports and
reasonable access to information and documentation regarding the
Mortgage
Loans sufficient to permit such Certificateholder and/or
Certificate Owner to
comply with applicable regulations of the OTS or other regulatory
authorities
with respect to investment in the Certificates; provided that the
Master
Servicer shall be entitled to be reimbursed by each such
Certificateholder
and/or Certificate Owner for actual expenses incurred by the Master
Servicer
in providing such reports and access.
SECTION 3.08. Permitted Withdrawals from the Certificate
Account,
the Distribution Account, the Reserve Fund.
(a) The Master Servicer may from time to time make withdrawals
from the Certificate Account for the following purposes:
(i) to pay to the Master Servicer (to the extent not previously
retained
by the Master Servicer) the servicing compensation to which it
is
entitled pursuant to Section 3.14, and to pay to the Master
Servicer,
as
additional servicing compensation, earnings on or investment
income
with
respect to funds in or credited to the Certificate Account;
(ii) to reimburse each of the Master Servicer and the Trustee
for
unreimbursed Advances made by it, such right of reimbursement
pursuant
to this
subclause (ii) being limited to amounts received on the
Mortgage
Loan(s) in
respect of which any such Advance was made;
(iii) to reimburse each of the Master Servicer and the Trustee
for
any
Nonrecoverable Advance previously made by it;
(iv) to reimburse the Master Servicer for Insured Expenses from
the
related Insurance Proceeds;
(v) to reimburse the Master Servicer for (a) unreimbursed
Servicing
Advances, the Master Servicer's right to reimbursement
pursuant
to this clause (a) with respect to any Mortgage Loan being
limited to
amounts received on such Mortgage Loan(s) which represent
late
recoveries of the payments for which such advances were made
pursuant
to Section 3.01 or Section 3.06 and (b) for unpaid Master
Servicing
Fees as provided in Section 3.11 hereof;
(vi) to pay to the purchaser, with respect to each Mortgage
Loan
or
property acquired in respect thereof that has been purchased
pursuant
to Section
2.02, 2.03 or 3.11, all amounts received thereon after the
date of
such purchase;
(vii) to reimburse the Sellers, the Master Servicer or the
Depositor
for expenses incurred by any of them and reimbursable pursuant
to Section
6.03 hereof;
(viii) to withdraw any amount deposited in the Certificate
Account
and not
required to be deposited therein;
III-7
<PAGE>
(ix) on or prior to the Distribution Account Deposit Date, to
withdraw
an amount equal to the sum of (a) the related Available Funds
and (b)
the Trustee Fee for such Distribution Date and remit such
amount
to the
Trustee for deposit in the Distribution Account; and
(x) to clear and terminate the Certificate Account upon
termination of this Agreement pursuant to Section 9.01 hereof.
The Master Servicer shall keep and maintain separate
accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any
withdrawal from the Certificate Account pursuant to such subclauses
(i), (ii),
(iv), (v) and (vi). Prior to making any withdrawal from the
Certificate
Account pursuant to subclause (iii), the Master Servicer shall
deliver to the
Trustee an Officer's Certificate of a Servicing Officer indicating
the amount
of any previous Advance determined by the Master Servicer to be
a
Nonrecoverable Advance and identifying the related Mortgage
Loans(s), and
their respective portions of such Nonrecoverable Advance.
(b) The Trustee shall withdraw funds from the Distribution
Account
for distributions to Certificateholders in the manner specified in
this
Agreement (and to withhold from the amounts so withdrawn, the
amount of any
taxes that it is authorized to withhold pursuant to the third
paragraph of
Section 8.11). In addition, the Trustee may from time to time make
withdrawals
from the Distribution Account for the following purposes:
(i) to pay to itself the Trustee Fee for the related
Distribution
Date;
(ii) to pay to the Master Servicer as additional servicing
compensation earnings on or investment income with respect to funds
in
the
Distribution Account;
(iii) to withdraw and return to the Master Servicer any amount
deposited
in the Distribution Account and not required to be deposited
therein;
(iv) to reimburse the Trustee for any unreimbursed Advances
made
by it
pursuant to Section 4.01(b) hereof, such right of reimbursement
pursuant
to this subclause (iv) being limited to (x) amounts received on
the
related Mortgage Loan(s) in respect of which any such Advance
was
made and
(y) amounts not otherwise reimbursed to the Trustee pursuant to
Section
3.08(a)(ii) hereof;
(v) to reimburse the Trustee for any Nonrecoverable Advance
previously
made by the Trustee pursuant to Section 4.01(b) hereof, such
right of
reimbursement pursuant to this subclause (v) being limited to
amounts
not otherwise reimbursed to the Trustee pursuant to Section
3.08(a)(iii) hereof; and
(vi) to clear and terminate the Distribution Account upon
termination of the Agreement pursuant to Section 9.01 hereof.
</
