The Pooling and Servicing Agreement
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
2007-7T2
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-7T2
Table of
Contents
Page
|
ARTICLE I DEFINITIONS
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I-1
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Certain
Interpretive Provisions
|
I-30
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ARTICLE II CONVEYANCE OF MORTGAGE
LOANS; REPRESENTATIONS AND WARRANTIES
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Conveyance of
Mortgage Loans.
|
II-1
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Acceptance by
Trustee of the Mortgage Loans.
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II-4
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Representations, Warranties and Covenants of the
Sellers and Master Servicer.
|
II-6
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Representations
and Warranties of the Depositor as to the Mortgage
Loans.
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II-8
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Delivery of
Opinion of Counsel in Connection with Substitutions.
|
II-9
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Execution and
Delivery of Certificates.
|
II-9
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II-9
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Covenants of
the Master Servicer.
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II-10
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ARTICLE III ADMINISTRATION AND
SERVICING OF MORTGAGE LOANS
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Master Servicer
to Service Mortgage Loans.
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III-1
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Subservicing;
Enforcement of the Obligations of Subservicers.
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III-2
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Rights of the
Depositor and the Trustee in Respect of the Master
Servicer.
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III-2
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Trustee to Act
as Master Servicer.
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III-2
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Collection of
Mortgage Loan Payments; Certificate Account; Distribution Account;
the Supplemental Interest Trust and Corridor Contract Reserve
Fund.
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III-3
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Collection of
Taxes, Assessments and Similar Items; Escrow Accounts.
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III-6
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Access to
Certain Documentation and Information Regarding the Mortgage
Loans.
|
III-6
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Permitted
Withdrawals from the Certificate Account, the Distribution Account
and the Corridor Contract Reserve Fund.
|
III-7
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Maintenance of
Hazard Insurance; Maintenance of Primary Insurance
Policies.
|
III-9
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Enforcement of
Due-on-Sale Clauses; Assumption Agreements.
|
III-10
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Realization
Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
Loans.
|
III-11
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Trustee to
Cooperate; Release of Mortgage Files.
|
III-14
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Documents,
Records and Funds in Possession of Master Servicer to be Held for
the Trustee.
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III-14
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III-15
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Access to
Certain Documentation.
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III-15
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Annual
Statement as to Compliance.
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III-16
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Errors and
Omissions Insurance; Fidelity Bonds.
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III-16
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III-16
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ARTICLE IV DISTRIBUTIONS AND
ADVANCES BY THE MASTER SERVICER
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IV-1
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Priorities of
Distribution.
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IV-2
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IV-6
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Allocation of
Realized Losses.
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IV-6
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IV-7
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Monthly
Statements to Certificateholders.
|
IV-7
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|
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Determination
of Pass-Through Rates for COFI Certificates.
|
IV-8
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Determination
of Pass-Through Rates for LIBOR Certificates.
|
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Distributions
from the Corridor Contract Reserve Fund.
|
IV-10
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ARTICLE V THE
CERTIFICATES
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V-1
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Certificate
Register; Registration of Transfer and Exchange of
Certificates.
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V-1
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Mutilated,
Destroyed, Lost or Stolen Certificates.
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V-5
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V-6
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Access to List
of Certificateholders’ Names and Addresses.
|
V-6
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Maintenance of
Office or Agency.
|
V-6
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ARTICLE VI THE DEPOSITOR AND THE
MASTER SERVICER
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Respective
Liabilities of the Depositor and the Master Servicer.
|
VI-1
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Merger or
Consolidation of the Depositor or the Master Servicer.
|
VI-1
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Limitation on
Liability of the Depositor, the Sellers, the Master Servicer and
Others.
|
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Limitation on
Resignation of Master Servicer.
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VI-2
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ARTICLE VII DEFAULT
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VII-1
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Trustee to Act;
Appointment of Successor.
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Notification to
Certificateholders.
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VII-4
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ARTICLE VIII CONCERNING THE
TRUSTEE
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VIII-1
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Certain Matters
Affecting the Trustee.
|
VIII-2
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Trustee Not
Liable for Certificates or Mortgage Loans.
|
VIII-3
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Trustee May Own
Certificates.
|
VIII-3
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Trustee’s
Fees and Expenses.
|
VIII-3
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Eligibility
Requirements for Trustee.
|
VIII-3
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Resignation and
Removal of Trustee.
|
VIII-4
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VIII-5
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Merger or
Consolidation of Trustee.
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VIII-5
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Appointment of
Co-Trustee or Separate Trustee.
|
VIII-5
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VIII-7
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Monitoring of
Significance Percentage.
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VIII-8
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ARTICLE IX TERMINATION
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Termination
upon Liquidation or Purchase of all Mortgage Loans.
|
IX-1
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Final
Distribution on the Certificates.
|
IX-1
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Additional
Termination Requirements.
|
IX-2
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ARTICLE X MISCELLANEOUS
PROVISIONS
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X-1
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Recordation of
Agreement; Counterparts.
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X-2
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X-2
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X-2
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X-4
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Severability of
Provisions.
|
X-5
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X-5
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Limitation on
Rights of Certificateholders.
|
X-5
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Inspection and
Audit Rights.
|
X-6
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Certificates
Nonassessable and Fully Paid.
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X-6
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X-6
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X-6
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ARTICLE XI EXCHANGE ACT
REPORTING
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XI-1
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XI-1
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XI-2
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XI-2
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Sarbanes-Oxley
Certification.
|
XI-2
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XI-3
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Report on
Assessment of Compliance and Attestation.
|
XI-3
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Use of
Subservicers and Subcontractors.
|
XI-4
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XI-5
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Reconciliation
of Accounts.
|
XI-5
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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
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|
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
|
|
Exhibit
A:
|
Form of Senior
Certificate 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
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|
Exhibit
C-2:
|
[Reserved]
|
C-2-1
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|
Exhibit
C-3:
|
[Reserved]
|
C-3-1
|
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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
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|
Exhibit
G-2:
|
[Reserved]
|
G-2-1
|
|
Exhibit
H-1:
|
Form of Final
Certification of Trustee
|
H-1-1
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|
Exhibit
H-2:
|
[Reserved]
|
H-2-1
|
|
Exhibit
I:
|
Form of
Transfer Affidavit
|
I-1
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|
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 version of Standard & Poor’s LEVELS® Version
5.7 Glossary Revised, Appendix E
|
Q-1
|
|
Exhibit
R:
|
Form of
Corridor Contract
|
R-1
|
|
Exhibit
S-1:
|
[Reserved]
|
S-1-1
|
|
Exhibit
S-2:
|
[Reserved]
|
S-2-1
|
|
Exhibit
T:
|
[Reserved]
|
T-1
|
|
Exhibit
U:
|
Monthly
Report
|
U-1
|
|
Exhibit
V-1:
|
Form of
Performance Certification (Subservicer)
|
V-1-1
|
|
Exhibit
V-2:
|
Form of
Performance Certification (Trustee)
|
V-2-1
|
|
Exhibit
W:
|
Form of
Servicing Criteria to be Addressed in Assessment of Compliance
Statement
|
W-1
|
|
Exhibit
X:
|
List of Item
1119 Parties
|
X-1
|
|
Exhibit
Y:
|
Form of
Sarbanes-Oxley Certification (Replacement of Master
Servicer)
|
Y-1
|
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 A-R Interest is
hereby designated as the residual interest in the Master REMIC and
each other Master REMIC Interest is hereby designated as a regular
interest in the Master REMIC. The “latest possible maturity
date,” for federal income tax purposes, of all REMIC regular
interests created hereby will be the Latest Possible Maturity
Date.
The ES Trust shall hold the LTR-A-R Interest,
the MR-A-R Interest, all Master REMIC regular interests and shall
issue the Certificates. Each Certificate, other than the Class A-R
Certificate, will represent ownership of one or more of the Master
REMIC regular interests held by the ES Trust. The Class A-R
Certificate will represent ownership of the LTR-A-R Interest and
the MR-A-R Interest, which are, respectively, the sole Classes of
REMIC residual interest in each of the Lower Tier REMIC and the
Master REMIC.
For federal income tax purposes the Trustee
shall treat the ES Trust as a Grantor Trust and shall treat each
Holder of an ES Trust Certificate as the owner of the individual,
underlying assets represented by such ES Trust Certificate. In
addition, to the fullest extent possible, ownership of an ES Trust
Certificate shall be treated as direct ownership of the individual,
underlying assets represented by such ES Trust Certificate for
federal income tax reporting purposes.
The ES Trust, the Corridor Contracts, the
Supplemental Interest Trust and the Corridor Contract Reserve Fund
will not form part of any REMIC.
The following
table sets forth characteristics of the ES Trust Certificates,
together with the minimum denominations and integral multiples in
excess thereof in which such Classes shall be issuable (except that
one Certificate of each Class of Certificates may be issued in a
different amount and, in addition, one Residual Certificate
representing the Tax Matters Person Certificate may be issued in a
different amount):
|
Class
Designation
|
|
Initial
Maximum
Class Certificate
Balance
|
|
Pass-
Through
Rate
(per
annum)
|
|
|
Minimum
Denomination
|
|
|
Integral
Multiples in
Excess of
Minimum
|
|
Classes of
Master
REMIC
Interests
Represented
(12)
|
|
|
Class
A-1
|
|
|
|
|
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|
|
|
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|
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|
MR-A-1
|
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|
Class
A-2
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
MR-A-2
|
|
|
Class
A-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-3
|
|
|
Class
A-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
MR-A-4
|
|
|
Class
A-5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
MR-A-5
|
|
|
Class
A-6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
MR-A-6
|
|
|
Class
A-7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-7
|
|
|
Class
A-8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-8-A,
MR-A-8-B, MR-A-8-C, MR-A-8-D.
|
|
|
Class
A-9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-9-A,
MR-A-9-B, MR-A-9-C.
|
|
|
Class
A-10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-10
|
|
|
Class
A-11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-11
|
|
|
Class
A-12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-12-A,
MR-A-12-B,
MR-A-12-C.
|
|
|
Class
A-13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-13
|
|
|
Class
A-14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-14
|
|
|
Class
A-15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-15
|
|
|
Class
A-16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-16
|
|
|
Class
A-17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-17
|
|
|
Class
A-18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-18
|
|
|
Class
A-19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-12-A
|
|
|
Class
A-20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-12-B, and
/or MR-A-12-C.
|
|
|
Class
A-21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-8-A
|
|
|
Class
A-22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-8-A and
MR-A-8-B.
|
|
|
Class
A-23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-8-A and
MR-A-8-C or MR-A-8-D.
|
|
|
Class
A-24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-8-A,
MR-A-8-B and MR-A-8-C or MR-A-8-D.
|
|
|
Class
A-25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-8-A,
MR-A-8-C and MR-A-8-D.
|
|
|
Class
A-26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-8-B and/or
MR-A-8-C and/or MR-A-8-D
|
|
|
Class
A-27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-2, MR-A-15
and MR-A-16.
|
|
|
Class
A-28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-9-A
|
|
|
Class
A-29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-9-A and
MR-A-9-B or MR-A-9-C.
|
|
|
Class
A-30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-9-B and/or
MR-A-9-C.
|
|
|
Class
A-31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-1, MR-A-2,
MR-A-5, MR-A-15, MR-A-16, MR-A-17.
|
|
|
Class
A-32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-A-12-A and
MR-A-12-B or MR-A-12-C
|
|
|
Class
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-X
|
|
|
Class
PO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-PO
|
|
|
Class A-R(11)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTR-A-R and
MR-A-R
|
|
|
Class
M
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-M
|
|
|
Class
B-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-B-1
|
|
|
Class
B-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-B-2
|
|
|
Class
B-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-B-3
|
|
|
Class
B-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-B-4
|
|
|
Class
B-5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR-B-5
|
|
__________________________________________
|
(1)
|
The Class A-3
Certificates will bear interest during each Interest Accrual Period
at a per annum rate of LIBOR plus 0.60%, subject to a maximum and
minimum Pass-Through Rate of 6.00% and 0.60% per annum,
respectively. The Pass-Through Rate for the Class A-3 Certificates
for the Interest Accrual Period for the first Distribution Date is
5.92% per annum.
|
|
(2)
|
This Class will
be a Class of Notional Amount Certificates, will have no Class
Certificate Balance and will bear interest on its Notional
Amount.
|
|
(3)
|
The Class A-4
Certificates will bear interest during each Interest Accrual Period
at a per annum rate of 5.40% minus LIBOR, subject to a maximum and
minimum Pass-Through Rate of 5.40% and 0.00% per annum,
respectively. The Pass-Through Rate for the Class A-4 Certificates
for the Interest Accrual Period for the first Distribution Date is
0.08% per annum.
|
|
(4)
|
Minimum
denomination is based on the Notional Amount of such
Class.
|
|
(5)
|
The Class A-6
Certificates will bear interest during each Interest Accrual Period
at a per annum rate of LIBOR plus 0.40%, subject to a maximum and
minimum Pass-Through Rate of 6.00% and 0.40% per annum,
respectively. The Pass-Through Rate for the Class A-6 Certificates
for the Interest Accrual Period for the first Distribution Date is
5.72% per annum.
|
|
(6)
|
The Class A-7
Certificates will bear interest during each Interest Accrual Period
at a per annum rate of 5.60% minus LIBOR, subject to a maximum and
minimum Pass-Through Rate of 5.60% and 0.00% per annum,
respectively. The Pass-Through Rate for the Class A-7 Certificates
for the Interest Accrual Period for the first Distribution Date is
0.28% per annum.
|
|
(7)
|
The Class A-15
Certificates will bear interest during each Interest Accrual Period
at a per annum rate of LIBOR plus 0.32%, subject to a maximum and
minimum Pass-Through Rate of 7.00% and 0.32% per annum,
respectively. The Pass-Through Rate for the Class A-15 Certificates
for the Interest Accrual Period for the first Distribution Date is
5.64% per annum.
|
|
(8)
|
The Class A-16
Certificates will bear interest during each Interest Accrual Period
at a per annum rate of 6.68% minus LIBOR, subject to a maximum and
minimum Pass-Through Rate of 6.68% and 0.00% per annum,
respectively. The Pass-Through Rate for the Class A-16 Certificates
for the Interest Accrual Period for the first Distribution Date is
1.36% per annum.
|
|
(9)
|
The
Pass-Through Rate for the Class X Certificates for the Interest
Accrual Period for any Distribution Date will be equal to the
excess of (a) the weighted average of the Adjusted Net Mortgage
Rates of the Non-Discount Mortgage Loans, weighted on the basis of
the Stated Principal Balance thereof as of the Due Date in the
preceding calendar month (after giving effect to Principal
Prepayments received in the Prepayment Period related to such prior
Due Date), over (b) 6.00%. The Pass-Through Rate for the Class X
Certificates for the Interest Accrual Period for the first
Distribution Date is 0.6244619% per annum.
|
|
(10)
|
The Class PO
Certificates are Principal Only Certificates and will not receive
any distributions of interest.
|
|
(11)
|
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.
|
|
(12)
|
See Schedule
VII for information regarding the Recombinations of the Depositable
and Exchangeable Certificates related to these uncertificated
Master REMIC Interests.
|
The following table specifies the class
designation, interest rate, and principal amount for each class of
Master REMIC Interest:
|
Master REMIC
Interest
|
|
Initial Principal
Balance
|
|
Interest
Rate
|
|
Possible Corresponding ES
Trust Certificates
|
|
|
MR-A-1
|
|
|
|
|
|
|
|
|
A-1,
A-31
|
|
|
MR-A-2
|
|
|
|
|
|
|
|
|
A-2, A-31,
A-27
|
|
|
MR-A-3
|
|
|
|
|
|
|
|
|
A-3
|
|
|
MR
A-4
|
|
|
|
|
|
|
|
|
A-4
|
|
|
MR-A-5
|
|
|
|
|
|
|
|
|
A-5,
A-31
|
|
|
MR-A-6
|
|
|
|
|
|
|
|
|
A-6
|
|
|
MR-A-7
|
|
|
|
|
|
|
|
|
A-7
|
|
|
MR-A-8-A
|
|
|
|
|
|
|
|
|
A-8, A-21,
A-22, A-23, A-24, A-25
|
|
|
MR-A-8-B
|
|
|
|
|
|
|
|
|
A-8, A-22,
A-24, A-26
|
|
|
MR-A-8-C
|
|
|
|
|
|
|
|
|
A-8, A-23,
A-24, A-25, A-26
|
|
|
MR-A-8-D
|
|
|
|
|
|
|
|
|
A-8, A-23,
A-24, A-25, A-26
|
|
|
MR-A-9-A
|
|
|
|
|
|
|
|
|
A-9, A-28,
A-29
|
|
|
MR-A-9-B
|
|
|
|
|
|
|
|
|
A-9, A-29,
A-30
|
|
|
MR-A-9-C
|
|
|
|
|
|
|
|
|
A-9, A-29,
A-30
|
|
|
MR-A-10
|
|
|
|
|
|
|
|
|
A-10
|
|
|
MR-A-11
|
|
|
|
|
|
|
|
|
A-11
|
|
|
MR-A-12-A
|
|
|
|
|
|
|
|
|
A-12, A-19,
A-32
|
|
|
MR-A-12-B
|
|
|
|
|
|
|
|
|
A-12, A-20,
A-32
|
|
|
MR-A-12-C
|
|
|
|
|
|
|
|
|
A-12, A-20,
A-32
|
|
|
MR-A-13
|
|
|
|
|
|
|
|
|
A-13
|
|
|
MR-A-14
|
|
|
|
|
|
|
|
|
A-14
|
|
|
MR-A-15
|
|
|
|
|
|
|
|
|
A-15, A-27,
A-31
|
|
|
MR-A-16
|
|
|
|
|
|
|
|
|
A-16, A-27,
A-31
|
|
|
MR-A-17
|
|
|
|
|
|
|
|
|
A-17,
A-31
|
|
|
MR-A-18
|
|
|
|
|
|
|
|
|
A-18
|
|
|
MR-X
|
|
|
|
|
|
|
|
|
X
|
|
|
MR-PO
|
|
|
|
|
|
|
|
|
PO
|
|
|
MR-M
|
|
|
|
|
|
|
|
|
M
|
|
|
MR-B-1
|
|
|
|
|
|
|
|
|
B-1
|
|
|
MR-B-2
|
|
|
|
|
|
|
|
|
B-2
|
|
|
MR-B-3
|
|
|
|
|
|
|
|
|
B-3
|
|
|
MR-B-4
|
|
|
|
|
|
|
|
|
B-4
|
|
|
MR-B-5
|
|
|
|
|
|
|
|
|
B-5
|
|
|
MR-A-R
(10)
|
|
|
|
|
|
|
|
|
A-R
|
|
|
(1)
|
The Class
MR-A-3 Master REMIC Interests will bear interest during each
Interest Accrual Period at a per annum rate of LIBOR plus 0.60%,
subject to a maximum and minimum Pass-Through Rate of 6.00% and
0.60% per annum, respectively. The Pass-Through Rate for the Class
MR-A-3 Master REMIC Interests for the Interest Accrual Period for
the first Distribution Date is 5.92% per annum.
|
|
(2)
|
This Class will
be a Class of Notional Amount Master REMIC Interests, will have no
Class Certificate Balance and will bear interest on its Notional
Amount.
|
|
(3)
|
The Class
MR-A-4 Master REMIC Interests will bear interest during each
Interest Accrual Period at a per annum rate of 5.40% minus LIBOR,
subject to a maximum and minimum Pass-Through Rate of 5.40% and
0.00% per annum, respectively. The Pass-Through Rate for the Class
MR-A-4 Master REMIC Interests for the Interest Accrual Period for
the first Distribution Date is 0.08% per annum.
|
|
(4)
|
The Class
MR-A-6 Master REMIC Interests will bear interest during each
Interest Accrual Period at a per annum rate of LIBOR plus 0.40%,
subject to a maximum and minimum Pass-Through Rate of 6.00% and
0.40% per annum, respectively. The Pass-Through Rate for the Class
MR-A-6 Master REMIC Interests for the Interest Accrual Period for
the first Distribution Date is 5.72% per annum.
|
|
(5)
|
The Class
MR-A-7 Master REMIC Interests will bear interest during each
Interest Accrual Period at a per annum rate of 5.60% minus LIBOR,
subject to a maximum and minimum Pass-Through Rate of 5.60% and
0.00% per annum, respectively. The Pass-Through Rate for the Class
MR-A-7 Master REMIC Interests for the Interest Accrual Period for
the first Distribution Date is 0.28% per annum.
|
|
(6)
|
The Class
MR-A-15 Master REMIC Interests will bear interest during each
Interest Accrual Period at a per annum rate of LIBOR plus 0.32%,
subject to a maximum and minimum Pass-Through Rate of 7.00% and
0.32% per annum, respectively. The Pass-Through Rate for the Class
MR-A-15 Master REMIC Interests for the Interest Accrual Period for
the first Distribution Date is 5.64% per annum.
|
|
(7)
|
The Class
MR-A-16 Master REMIC Interests will bear interest during each
Interest Accrual Period at a per annum rate of 6.68% minus LIBOR,
subject to a maximum and minimum Pass-Through Rate of 6.68% and
0.00% per annum, respectively. The Pass-Through Rate for the Class
MR-A-16 Master REMIC Interests for the Interest Accrual Period for
the first Distribution Date is 1.36% per annum.
|
|
(8)
|
This class of
Master REMIC Interest pays no principal. The MR-X Master REMIC
Interest is entitled to receive on each Distribution Date all
amounts payable with respect to the LTR-X Lower Tier REMIC
Interest.
|
|
(9)
|
This Class of
Master REMIC Interest pays no interest.
|
|
(10)
|
The Class
MTR-A-R Master REMIC Interest represents the sole Class of residual
interest in the Master REMIC.
|
The following table specifies the class
designation, interest rate, and principal amount for each class of
Lower Tier REMIC Interests:
|
Lower Tier
REMIC
Interest
|
|
Initial Principal
Balance
|
|
Interest
Rate
|
|
Corresponding
Master
REMIC Interest
|
|
|
LTR-A-1
|
|
|
|
|
|
|
|
|
MR-A-1
|
|
|
LTR
A-2
|
|
|
|
|
|
|
|
|
MR-A-2
|
|
|
LTR-A-3
|
|
|
|
|
|
|
|
|
MR-A-3, Class
A-4(1)
|
|
|
LTR-A-5
|
|
|
|
|
|
|
|
|
MR-A-5
|
|
|
LTR-A-6
|
|
|
|
|
|
|
|
|
MR-A-6, Class
A-7(2)
|
|
|
LTR-A-8
|
|
|
|
|
|
|
|
|
MR-A-8-A,
MR-A-8-B, MR-A-8-C, MR-A-8-D (3)
|
|
|
LTR-A-9
|
|
|
|
|
|
|
|
|
MR-A-9-A,
MR-A-9-B, MR-A-9-C (4)
|
|
|
LTR-A-10
|
|
|
|
|
|
|
|
|
MR-A-10
|
|
|
LTR-A-11
|
|
|
|
|
|
|
|
|
MR-A-11
|
|
|
LTR-A-12
|
|
|
|
|
|
|
|
|
MR-A-12-A,
MR-A-12-B, MR-A-12-C (5).
|
|
|
LTR-A-13
|
|
|
|
|
|
|
|
|
MR-A-13
|
|
|
LTR-A-14
|
|
|
|
|
|
|
|
|
MR-A-14
|
|
|
LTR-A-15
|
|
|
|
|
|
|
|
|
MR-A-15, Class
A-16(6)
|
|
|
LTR-A-17
|
|
|
|
|
|
|
|
|
MR-A-17
|
|
|
LTR-A-18
|
|
|
|
|
|
|
|
|
MR-A-18
|
|
|
LTR-X
|
|
|
|
|
|
|
|
|
MR-X
|
|
|
LTR-1-$100
|
|
|
|
|
|
|
|
|
MR-A-R
|
|
|
LTR-PO
|
|
|
|
|
|
|
|
|
MR-PO
|
|
|
LTR-M
|
|
|
|
|
|
|
|
|
MR-M
|
|
|
LTR-B-1
|
|
|
|
|
|
|
|
|
MR-B-1
|
|
|
LTR-B-2
|
|
|
|
|
|
|
|
|
MR-B-2
|
|
|
LTR-B-3
|
|
|
|
|
|
|
|
|
MR-B-3
|
|
|
LTR-B-4
|
|
|
|
|
|
|
|
|
MR-B-4
|
|
|
LTR-B-5
|
|
|
|
|
|
|
|
|
MR-B-5
|
|
|
LTR-A-R
|
|
|
|
|
|
|
|
|
N/A
|
|
|
(1)
|
The Class
MR-A-4 Master REMIC Interests are entitled to receive on each
Distribution Date a specified portion of the interest payable on
the Class LTR-A-3 Lower Tier REMIC Interest. Specifically, for each
Interest Accrual Period, the Class MR-A-4 Master REMIC Interests
are entitled to interest accruals on the Class LTR-A-3 Lower Tier
REMIC Interest at a per annum rate equal to 5.40% minus LIBOR, but
not less than 0.00% per annum.
|
|
(2)
|
The Class
MR-A-7 Master REMIC Interests are entitled to receive on each
Distribution Date a specified portion of the interest payable on
the Class LTR-A-6 Lower Tier REMIC Interest. Specifically, for each
Interest Accrual Period, the Class MR-A-7 Master REMIC Interests
are entitled to interest accruals on the Class LTR-A-6 Lower Tier
REMIC Interest at a per annum rate equal to 5.60% minus LIBOR, but
not less than 0.00% per annum.
|
|
(3)
|
For each
Distribution Date, each of the Class MR-A-8-B, Class MR-A-8-C and
Class MR-A-8-D Master REMIC Interest is entitled to a specified
portion of the interest payable on the LTR-A-8 Lower Tier REMIC
Interest. Specifically, for each related Distribution Date, the
Class MR-A-8-B Master REMIC Interest is entitled to interest
payable on the LTR-A-8 Lower Tier REMIC Interest at a per annum
rate equal to 0.05%, and each of the Class MR-A-8-C and Class
MR-A-8-D Master REMIC Interest is entitled to interest payable on
the LTR-A-8 Lower Tier REMIC Interest at a per annum rate equal to
0.10%.
|
|
(4)
|
For each
Distribution Date, each of the Class MR-A-9-B and Class MR-A-8-C
Master REMIC Interest is entitled to a specified portion of the
interest payable on the LTR-A-9 Lower Tier REMIC Interest.
Specifically, for each related Distribution Date, each of the Class
MR-A-9-B and Class MR-A-9-C Master REMIC Interest is entitled to
interest payable on the LTR-A-9 Lower Tier REMIC Interest at a per
annum rate equal to 0.25%
|
|
(5)
|
For each
Distribution Date, each of the Class MR-A-12-B and Class MR-A-12-C
Master REMIC Interest is entitled to a specified portion of the
interest payable on the LTR-A-12 Lower Tier REMIC Interest.
Specifically, for each related Distribution Date, each of the Class
MR-A-12-B and Class MR-A-12-C Master REMIC Interest is entitled to
interest payable on the LTR-A-12 Lower Tier REMIC Interest at a per
annum rate equal to 0.25%
|
|
(6)
|
The Class
MR-A-16 Master REMIC Interests are entitled to receive on each
Distribution Date a specified portion of the interest payable on
the Class LTR-A-15 Lower Tier REMIC Interest. Specifically, for
each Interest Accrual Period, the Class MR-A-16 Master REMIC
Interests are entitled to interest accruals on the Class LTR-A-15
Lower Tier REMIC Interest at a per annum rate equal to 6.68% minus
LIBOR, but not less than 0.00% per annum.
|
|
(7)
|
This Class of
Lower Tier REMIC Interest pays no principal.
|
|
(8)
|
For each
Distribution Date, the Class LTR-X Lower Tier REMIC Interest is
entitled to a specified portion of the interest payable on the
Non-Discount Mortgage Loans. Specifically, for each related Distribution Date, the Class LTR-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)
|
This Class of
Lower Tier REMIC Interest pays no interest.
|
|
(10)
|
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.
Set forth below
are designations of Classes or Components of Certificates and other
defined terms to the categories used herein:
|
Accretion
Directed Certificates
|
Class A-3 and
Class A-10 Certificates.
|
|
|
|
|
Accretion
Directed Components
|
None.
|
|
|
|
|
Accrual
Certificates
|
Class A-10 and
Class A-11 Certificates.
|
|
|
|
|
Accrual
Components.
|
None.
|
|
|
|
|
Book-Entry
Certificates.
|
All Classes of
Certificates other than the Physical Certificates.
|
|
|
|
|
COFI
Certificates.
|
None.
|
|
|
|
|
Combined
Certificates
|
None.
|
|
|
|
|
Component
Certificates.
|
None.
|
|
|
|
|
Components.
|
For purposes of
calculating distributions of principal and/or interest, the
Component Certificates, if any, will be comprised of multiple
payment components having the designations, Initial Component
Balances or Notional Amounts, as applicable, and Pass-Through Rates
set forth below:
|
|
Designation
|
|
Initial
Component Balance
|
|
Pass-Through Rate
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
Delay
Certificates
|
All
interest-bearing Classes of Certificates other than the Non-Delay
Certificates, if any.
|
|
|
|
|
Depositable
Certificates
|
Class A-1,
Class A-2, Class A-5, Class A-8, Class A-9, Class A-12, Class A-13,
Class A-15, Class A-16 and Class A-17 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
and Class 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 A-19,
Class A-20, Class A-21, Class A-22, Class A-23, Class A-24, Class
A-25, Class A-26, Class A-27, Class A-28, Class A-29, Class A-30,
Class A-31 and Class A-32 Certificates.
|
|
|
|
|
Floating Rate
Certificates.
|
Class A-3,
Class A-6 and Class A-15 Certificates.
|
|
|
|
|
Inverse
Floating Rate Certificates.
|
Class A-4,
Class A-7 and Class A-16 Certificates.
|
|
|
|
|
LIBOR
Certificates.
|
Floating Rate
Certificates and Inverse Floating Rate Certificates.
|
|
|
|
|
Non-Delay
Certificates.
|
LIBOR
Certificates.
|
|
|
|
|
Notional Amount
Certificates.
|
Class A-4,
Class A-7, Class A-16, Class A-20, Class A-26, Class A-30 and Class
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.
|
Class A-9
Certificates.
|
|
|
|
|
Principal Only
Certificates.
|
Class PO
Certificates.
|
|
|
|
|
Private
Certificates.
|
Class B-3,
Class B-4 and Class B-5 Certificates.
|
|
|
|
|
Rating
Agencies.
|
Fitch and
S&P.
|
|
|
|
|
Regular
Certificates.
|
All Classes of
Certificates, other than the Residual Certificates.
|
|
|
|
|
Residual
Certificates.
|
Class A-R
Certificates.
|
|
|
|
|
Senior
Certificates.
|
Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class X,
Class PO and Class A-R 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.
|
Class A-3
Certificates.
|
|
|
|
|
Underwriter
|
Each of HSBC
Securities (USA) Inc. (Senior) and Lehman Brothers Inc.
|
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.
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms
Whenever used
in this Agreement, the following words and phrases, unless the
context otherwise requires, shall have the following
meanings:
Account : Any Escrow Account, the Certificate Account,
the Distribution Account, the Corridor Contract Reserve Fund, the
Exchangeable Certificates Distribution Account or any other account
related to the Trust Fund or the Mortgage Loans.
Accretion Directed Certificates
: As specified in the Preliminary
Statement.
Accretion Direction Rule : The Class A-10 Accretion Direction Rule or the
Class A-11 Accretion Direction Rule, as applicable.
Accrual Amount : With respect to any Class of Accrual
Certificates and any Distribution Date prior to the Accrual
Termination Date, the amount allocable to interest on such Class of
Accrual Certificates with respect to such Distribution Date
pursuant to Section 4.02(a)(ii).
Accrual Certificates : As specified in the Preliminary
Statement.
Accrual Components : As specified in the Preliminary
Statement.
Accrual Termination Date : The Class A-10 Accrual Termination Date or the
Class A-11 Accrual Termination Date, as 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 : 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 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.
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 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 the Class PO Certificates, zero,
(ii) with respect to the Class X Certificates, (a) the ratio
that the excess, if any, of the Adjusted Net Mortgage Rate with
respect to such Mortgage Loan, over the Required Coupon bears to
such Adjusted Net Mortgage Rate with respect to such Mortgage Loan,
over the 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 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
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 for such
Class 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)).
Amount Available for Senior Principal
: As to any Distribution Date,
Available Funds for such Distribution Date, reduced by the
aggregate amount distributable (or allocable to the Accrual Amount,
if applicable) on such Distribution Date in respect of interest on
the Senior Certificates pursuant to Section 4.02(a)(ii).
Amount Held for Future Distribution
: As to any Distribution Date, the
aggregate amount held in the Certificate Account at the close of
business on the 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 and (ii) all Scheduled Payments due
after the related Due Date.
Applicable Credit Support Percentage
: As defined in Section
4.02(e).
Appraised Value : With respect to any Mortgage Loan, the
Appraised Value of the related Mortgaged Property shall be: (i)
with respect to a Mortgage Loan other than a Refinancing Mortgage
Loan, the lesser of (a) the value of the Mortgaged Property based
upon the appraisal made at the time of the origination of such
Mortgage Loan and (b) the sale price of the Mortgaged Property at
the time of the origination of such Mortgage Loan; (ii) with
respect to a Refinancing Mortgage Loan other than a Streamlined
Documentation Mortgage Loan, the value of the Mortgaged Property
based upon the appraisal made-at the time of the origination of
such Refinancing Mortgage Loan; and (iii) with respect to a
Streamlined Documentation Mortgage Loan, (a) if the loan-to-value
ratio with respect to the Original Mortgage Loan at the time of the
origination thereof was 80% or less and the loan amount of the new
mortgage loan is $650,000 or less, the value of the Mortgaged
Property based upon the appraisal made at the time of the
origination of the Original Mortgage Loan and (b) if the
loan-to-value ratio with respect to the Original Mortgage Loan at
the time of the origination thereof was greater than 80% or the
loan amount of the new loan being originated is greater than
$650,000, the value of the Mortgaged Property based upon the
appraisal (which may be a drive-by appraisal) made at the time of
the origination of such Streamlined Documentation Mortgage
Loan.
Available Funds : As to any Distribution Date, the sum of (a)
the aggregate amount held in the Certificate Account at the close
of business on the related Determination Date, including any
Subsequent Recoveries, net of the Amount Held for Future
Distribution and net of amounts permitted to be withdrawn from the
Certificate Account pursuant to clauses (i)-(viii), inclusive, of
Section 3.08(a) and amounts permitted to be withdrawn from the
Distribution Account pursuant to clauses (i)-(v) inclusive of
Section 3.08(b), (b) the amount of the related Advance and (c) in
connection with Defective Mortgage Loans, as applicable, the
aggregate of the Purchase Prices and Substitution Adjustment
Amounts deposited on the related Distribution Account Deposit
Date.
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.
Ceiling Rate : With respect to each Class of Covered
Certificates, the applicable percentage set forth below:
|
Class of
Certificates
|
Ceiling
Rate
|
|
Class
A-3
|
8.90%
|
|
Class
A-6
|
9.10%
|
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 2007-7T2, Mortgage
Pass-Through Certificates, Series 2007-7T2.”
Certificate Balance : With respect to any Certificate (other than a
Notional Amount Certificate) at any date, the maximum dollar amount
of principal to which the Holder thereof is then entitled
hereunder, such amount being equal to the Denomination thereof (A)
plus any increase in the Certificate Balance of such Certificate
pursuant to Section 4.02 due to the receipt of Subsequent
Recoveries, (B) minus the sum of (i) all distributions of principal
previously made with respect thereto and (ii) all Realized Losses
allocated thereto and, in the case of any Subordinated
Certificates, all other reductions in Certificate Balance
previously allocated thereto pursuant to Section 4.04 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 Owner : With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate.
For the purposes of this Agreement, in order for a Certificate
Owner to enforce any of its rights hereunder, it shall first have
to provide evidence of its beneficial ownership interest in a
Certificate that is reasonably satisfactory to the Trustee, the
Depositor, and/or the Master Servicer, as applicable.
Certificate Register : The register maintained pursuant to Section
5.02 hereof.
Certificateholder or Holder : The person in whose name a
Certificate is registered in the Certificate Register, except that,
solely for the purpose of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor
or any affiliate of the Depositor shall be deemed not to be
Outstanding and the Percentage Interest evidenced thereby shall not
be taken into account in determining whether the requisite amount
of Percentage Interests necessary to effect such consent has been
obtained; provided, however, that if any such Person (including the
Depositor) owns 100% of the Percentage Interests evidenced by a
Class of Certificates, such Certificates shall be deemed to be
Outstanding for purposes of any provision hereof (other than the
second sentence of Section 10.01 hereof) that requires the consent
of the Holders of Certificates of a particular Class as a
condition to the taking of any action hereunder. The Trustee is
entitled to rely conclusively on a certification of the Depositor
or any affiliate of the Depositor in determining which Certificates
are registered in the name of an affiliate of the
Depositor.
Certification Party : As defined in Section 11.05.
Certifying Person : As defined in Section 11.05.
Class : All Certificates bearing the same
class designation as set forth in the Preliminary
Statement.
Class A-10 Accretion Direction Rule
: On each Distribution Date up to
and including the Class A-10 Accrual Termination Date, the Accrual
Amount for the Class A-10 Certificates will be distributed as
principal in the following order:
(1) to the Class A-3 Certificates, in an amount
up to the amount necessary to reduce its Class Certificate Balance
to its Targeted Balance for that Distribution Date; and
(2) to the Class A-10 Certificates, until its
Class Certificate Balance is reduced to zero.
Class A-11 Accretion Direction Rule
: On each Distribution Date up to
and including the Class A-11 Accrual Termination Date, the Accrual
Amount for the Class A-11 Certificates will be distributed as
principal in the following order:
(1) to the Class A-3 Certificates, in an amount
up to the amount necessary to reduce its Class Certificate Balance
to its Targeted Balance for that Distribution Date;
(2) to the Class A-10 Certificates, until its
Class Certificate Balance is reduced to zero;
(3) to the Class A-3 Certificates, without
regard to its Targeted Balance for that Distribution Date, until
its class certificate balance is reduced to zero; and
(4) to the Class A-11 Certificates, until its
Class Certificate Balance is reduced to zero.
Class A-10 Accrual Termination Date
: The earlier of the Senior Credit
Support Depletion Date and the Distribution Date on which the Class
Certificate Balance of the Class A-3 Certificates is reduced to
zero.
Class A-11 Accrual Termination Date
: The earlier of the Senior Credit
Support Depletion Date and the Distribution Date on which the
aggregate Class Certificate Balance of the Class
A-3 and Class A-10 Certificates is reduced to
zero.
Class A-1 and Class A-17 Priority
Amount : For any
Distribution Date, an amount equal to the sum of (i) the product of
(A) the Scheduled Principal Distribution Amount, (B) the Shift
Percentage and (C) the Class A-1 and Class A-17 Priority Percentage
and (ii) the product of (A) the Unscheduled Principal Distribution
Amount, (B) the Prepayment Shift Percentage and (C) the Class A-1
and Class A-17 Priority Percentage.
Class A-8 and Class A-18 Priority
Amount : For any
Distribution Date, an amount equal to the sum of (i) the product of
(A) the Scheduled Principal Distribution Amount, (B) the Shift
Percentage and (C) the Class A-8 and Class A-18 Priority Percentage
and (ii) the product of (A) the Unscheduled Principal Distribution
Amount, (B) the Prepayment Shift Percentage and (C) the Class A-8
and Class A-18 Priority Percentage.
Class A-1 and Class A-17 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 A-1 and Class A-17 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate
Class Certificate Balance of the Senior Certificates and
Subordinated Certificates (other than the Class PO Certificates)
immediately prior to that Distribution Date.
Class A-1 and Class A-17 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 A-1 and Class A-17 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate
Class Certificate Balance of the Senior Certificates and
Subordinated Certificates (other than the Class PO Certificates)
immediately prior to that Distribution Date.
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) 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 shall be calculated on the basis
of a 360-day year consisting of twelve 30-day months.
Class PO Deferred Amount
: As to any Distribution Date, the
aggregate of the applicable PO Percentage of each Realized Loss to
be allocated to the Class PO Certificates on such Distribution
Date on or prior to the Senior Credit Support Depletion Date or
previously allocated to the Class PO Certificates and not yet
paid to the Holders of the Class PO Certificates.
Class Subordination Percentage
: With respect to any Distribution
Date and each Class of Subordinated Certificates, the quotient
(expressed as a percentage) of (a) the Class Certificate
Balance of such Class of Subordinated Certificates immediately
prior to such Distribution Date divided by (b) the aggregate of the
Class Certificate Balances immediately prior to such
Distribution Date of all Classes of Certificates.
Class Unpaid Interest Amounts
: As to any Distribution Date and
Class of interest bearing Certificates, the amount by which
the aggregate Class Interest Shortfalls for such Class on
prior Distribution Dates exceeds the amount distributed on such
Class on prior Distribution Dates pursuant to clause (ii) of
the definition of Class Optimal Interest Distribution
Amount.
Closing Date : 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, an amount equal
to the product of one-twelfth of 0.125% and the aggregate Stated
Principal Balance of the Mortgage Loans as of the Due Date in the
prior calendar month.
Component : As specified in the Preliminary
Statement.
Component Balance : 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 A-3 Certificates,
the confirmation (reference #FXNEC9197), dated February 27, 2007,
evidencing a transaction between the Trustee and Bear Stearns
Financial Products Inc. With respect to the Class A-6 Certificates,
the confirmation (reference #FXNEC9234), dated February 27, 2007,
evidencing a transaction between the Trustee and Bear Stearns
Financial Products Inc.
Coop Shares : Shares issued by a Cooperative
Corporation.
Cooperative Corporation : The entity that holds title (fee or an
acceptable leasehold estate) to the real property and improvements
constituting the Cooperative Property and which governs the
Cooperative Property, which Cooperative Corporation must qualify as
a Cooperative Housing Corporation under Section 216 of the
Code.
Cooperative Loan : Any Mortgage Loan secured by Coop Shares and a
Proprietary Lease.
Cooperative Property : The real property and improvements owned by
the Cooperative Corporation, including the allocation of individual
dwelling units to the holders of the Coop Shares of the Cooperative
Corporation.
Cooperative Unit : A single family dwelling located in a
Cooperative Property.
Corporate Trust Office : The designated office of the Trustee in the
State of New York at which at any particular time its corporate
trust business with respect to this Agreement shall be
administered, which office at the date of the execution of this
Agreement is located at 101 Barclay Street, 8W, New York, New York
10286 (Attn: Mortgage-Backed Securities Group, CWALT, Inc.
Series 2007-7T2), facsimile no. (212) 815-3986, and which is
the address to which notices to and correspondence with the Trustee
should be directed.
Corridor Contracts : The transactions evidenced by the related
Confirmation, a form of which is attached hereto as Exhibit
R.
Corridor Contract Counterparty
: Bear Stearns Financial Products
Inc.
Corridor Contract Reserve Fund
: The separate fund created and
initially maintained by the Supplemental Interest Trustee pursuant
to Section 3.05(i) 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 2007-7T2, Mortgage
Pass-Through Certificates, Series 2007-7T2.” Funds in the
Corridor Contract Reserve Fund shall be held in trust for the
Holders of the Covered Certificates for the uses and purposes set
forth in this Agreement. For all federal income tax purposes, the
Corridor Contract Reserve Fund will be beneficially owned by the
Underwriter (Senior).
Corridor Contract Scheduled Termination
Date : With respect to
the Class A-3 Certificates the Distribution Date in July 2009 and
with respect to the Class A-6 Certificates, the Distribution Date
in November 2009.
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 A-3 and Class A-6
Certificates.
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
: $370,953,236.45.
Cut-off Date Principal Balance
: As to any Mortgage Loan, the
Stated Principal Balance thereof as of the close of business on the
Cut-off Date.
Debt Service Reduction : With respect to any Mortgage Loan, a reduction
by a court of competent jurisdiction in a proceeding under the
Bankruptcy Code in the Scheduled Payment for such Mortgage Loan
which became final and non-appealable, except such a reduction
resulting from a Deficient Valuation or any reduction that results
in a permanent forgiveness of principal.
Defective Mortgage Loan : Any Mortgage Loan which is required to be
repurchased pursuant to Section 2.02 or 2.03.
Deficient Valuation : With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in
an amount less than the then-outstanding indebtedness under the
Mortgage Loan, or any reduction in the amount of principal to be
paid in connection with any Scheduled Payment that results in a
permanent forgiveness of principal, which valuation or reduction
results from an order of such court which is final and
non-appealable in a proceeding under the Bankruptcy
Code.
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 as of the Closing Date. To the extent that Countrywide Home
Loans Servicing LP shall be in possession of any Mortgage Files
with respect to any Delay Delivery Mortgage Loan, until delivery of
such Mortgage File to the Trustee as provided in Section 2.01,
Countrywide Home Loans Servicing LP shall hold such files as Master
Servicer hereunder, as agent and in trust for the
Trustee.
Deleted Mortgage Loan : As defined in Section 2.03(c)
hereof.
Denomination : With respect to each Certificate, the amount
set forth on the face thereof as the “Initial Certificate
Balance of this Certificate” or the “Initial Notional
Amount of this Certificate” or, if neither of the foregoing,
the Percentage Interest appearing on the face thereof.
Depositable Certificates : As specified in the Preliminary
Statement.
Depositor : CWALT, Inc., a Delaware corporation, or its
successor in interest.
Depository : The initial Depository shall be The Depository
Trust Company, the nominee of which is CEDE & Co., as the
registered Holder of the Book-Entry Certificates. The Depository
shall at all times be a “clearing corporation” as
defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York.
Depository Participant : A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository
effects book-entry transfers and pledges of securities deposited
with the Depository.
Determination Date : As to any Distribution Date, the 22nd day of
each month or if such 22nd day is not a Business Day the next
preceding Business Day; provided, however, that if such 22nd day or
such Business Day, whichever is applicable, is less than two
Business Days prior to the related Distribution Date, the
Determination Date shall be the first Business Day which is two
Business Days preceding such Distribution Date.
Discount Mortgage Loan : Any Mortgage Loan with an Adjusted Net
Mortgage Rate that is less than the Required Coupon.
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 2007-7T2, Mortgage Pass-Through
Certificates, Series 2007-7T2.” 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
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 an
Underwriter’s Exemption.
ERISA-Restricted Certificate
: As specified in the Preliminary
Statement.
ES Trust : The separate trust created under this
Agreement pursuant to Section 5.07(a).
ES Trust Certificate : Any Class of Certificates issued by the ES
Trust and representing beneficial ownership of one or more
uncertificated Master REMIC Interests held by such ES
Trust.
Escrow Account : The Eligible Account or Accounts established
and maintained pursuant to Section 3.06(a) hereof.
Event of Default : As defined in Section 7.01 hereof.
Excess Proceeds : With respect to any Liquidated Mortgage Loan,
the amount, if any, by which the sum of any Liquidation Proceeds
received with respect to such Mortgage Loan during the calendar
month in which such Mortgage Loan became a Liquidated Mortgage Loan
plus any Subsequent Recoveries received with respect to such
Mortgage Loan, net of any amounts previously reimbursed to 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 2007-7T2, Mortgage Pass-Through
Certificates, Series 2007-7T2.” Funds in the Exchangeable
Certificates Distribution Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Expense Rate : As to each Mortgage Loan, the sum of the
Master Servicing Fee Rate and the Trustee Fee Rate.
FDIC :
The Federal Deposit Insurance Corporation, or any successor
thereto.
FHLMC : The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing
under Title III of the Emergency Home Finance Act of 1970, as
amended, or any successor thereto.
Final Certification : As defined in Section 2.02(a)
hereof.
FIRREA : The Financial Institutions Reform, Recovery,
and Enforcement Act of 1989.
Fitch : Fitch, Inc., or any successor thereto. If
Fitch is designated as a Rating Agency in the Preliminary
Statement, for purposes of Section 10.05(b) the address for notices
to Fitch shall be Fitch, Inc., One State Street Plaza, New
York, New York 10004, Attention: Residential Mortgage Surveillance
Group, or such other address as Fitch may hereafter furnish to the
Depositor and the Master Servicer.
FNMA :
The Federal National Mortgage Association, a federally chartered
and privately owned corporation organized and existing under the
Federal National Mortgage Association Charter Act, or any successor
thereto.
Form 10-D Disclosure Item
: With respect to any Person, any
material litigation or governmental proceedings pending (a) against
such Person, or (b) 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).
Index : With respect to any Interest Accrual Period
for the COFI Certificates, if any, the then-applicable index used
by the Trustee pursuant to Section 4.07 to determine the applicable
Pass-Through Rate for such Interest Accrual Period for the COFI
Certificates.
Indirect Participant : A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a
custodial relationship with a Depository Participant.
Initial Certification : As defined in Section 2.02(a)
hereof.
Initial Component Balance
: As specified in the Preliminary
Statement.
Initial LIBOR Rate : 5.32%.
Insurance Policy : With respect to any Mortgage Loan included in
the Trust Fund, any insurance policy, including all riders and
endorsements thereto in effect, including any replacement policy or
policies for any Insurance Policies.
Insurance Proceeds : Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in
such Insurance Proceeds in respect of Insured Expenses.
Insured Expenses : Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage
Loans.
Interest Accrual Period : With respect to each Class of Delay
Certificates, its corresponding Subsidiary 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 Subsidiary 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.
Interest Distribution Amount
: Not applicable.
Item 1119 Party : The Depositor, any Seller, the Master
Servicer, the Trustee, any Subservicer, any originator identified
in the Prospectus Supplement and any other material transaction
party, as identified in Exhibit X hereto, as updated pursuant to
Section 11.04.
Latest Possible Maturity Date
: The Distribution Date following
the third anniversary of the scheduled maturity date of the
Mortgage Loan having the latest scheduled maturity date as of the
Cut-off Date.
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-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.
MERS Mortgage Loan : Any Mortgage Loan registered with MERS on the
MERS System.
MERS ® 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:
(ii)
the Mortgagor’s name and the
street address of the Mortgaged Property, including the zip
code;
(iv)
the original principal
balance;
(v)
the Cut-off Date Principal
Balance;
(vi)
the first payment date of the
Mortgage Loan;
(vii)
the Scheduled Payment in effect as
of the Cut-off Date;
(viii)
the Loan-to-Value Ratio at
origination;
(ix)
a code indicating whether the
residential dwelling at the time of origination was represented to
be owner-occupied;
(x)
a code indicating whether the
residential dwelling is either (a) a detached single family
dwelling (b) a dwelling in a de minimis PUD, (c) a condominium unit
or PUD (other than a de minimis PUD), (d) a two- to four-unit
residential property or (e) a Cooperative Unit;
(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; and
(xvi)
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.
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, the
amount by which the aggregate of the Prepayment Interest Shortfalls
during the related Prepayment Period exceeds the Compensating
Interest for that Distribution Date.
Non-Delay Certificates : As specified in the Preliminary
Statement.
Non-Discount Mortgage Loan
: Any Mortgage Loan with an Adjusted
Net Mortgage Rate that is greater than or equal to the Required
Coupon.
Non-PO Formula Principal Amount
: As to any Distribution Date, 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 on the related Due
Date, (b) the Stated Principal Balance of each Mortgage Loan 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 received with respect to such Distribution Date, (d)
any Insurance Proceeds or Liquidation Proceeds allocable to
recoveries of principal of Mortgage Loans 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 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 received during the related Prepayment
Period, and (ii) (A) any Subsequent Recoveries received during the
calendar month preceding the month of such Distribution Date, or
(B) with respect to Subsequent Recoveries attributable to a
Discount Mortgage Loan 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, 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. As to any Non-Discount
Mortgage Loan, 100%.
Nonrecoverable Advance : Any portion of an Advance previously made or
proposed to be made by the Master Servicer that, in the good faith
judgment of the Master Servicer, will not be ultimately recoverable
by the Master Servicer from the related Mortgagor, related
Liquidation Proceeds or otherwise.
Notice of Final Distribution
: The notice to be provided pursuant
to Section 9.02 to the effect that final distribution on any of the
Certificates shall be made only upon presentation and surrender
thereof.
Notional Amount : With respect to any Distribution Date and: (i)
the Class A-4 Certificates, an amount equal to the Class
Certificate Balance of the Class A-3 Certificates immediately prior
to such Distribution Date; (ii) the Class A-7 Certificates, an
amount equal to the Class Certificate Balance of the Class A-6
Certificates immediately prior to such Distribution Date; (iii) the
Class A-16 Certificates, an amount equal to the Class Certificate
Balance of the Class A-15 Certificates immediately prior to such
Distribution Date; (iv) the Class A-20 Certificates, an amount
equal to the sum of (I) the product of (a) a fraction, the
numerator of which is o.50 and the denominator of which is 6.00 and
(b) the Class Certificate Balance of the Class A-19 Certificates
immediately prior to such Distribution Date and (II) the product of
(a) a fraction, the numerator of which is 0.25 and the denominator
of which is 6.00 and (b) the Class Certificate Balance of the Class
A-32 Certificates immediately prior to such Distribution Date; (v)
the Class A-26 Certificates, an amount equal to the sum of (I) the
product of (a) the Class Certificate Balance of the Class A-21
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, (II) the product of (a) the Class Certificate
Balance of the Class A-22 Certificates immediately prior to such
Distribution Date and (b) a fraction, the numerator of which is
0.20 and the denominator of which is 6.00, (III) the product of (a)
the Class Certificate Balance of the Class A-23 Certificates
immediately prior to such Distribution Date and (b) a fraction, the
numerator of which is 0.15 and the denominator of which is 6.00,
(IV) the product of (a) the Class Certificate Balance of the Class
A-24 Certificates immediately prior to such Distribution Date and
(b) a fraction, the numerator of which is 0.10 and the denominator
of which is 6.00 and (V) the product of (a) the Class Certificate
Balance of the Class A-25 Certificates immediately prior to such
Distribution Date and (b) a fraction, the numerator of which is
0.05 and the denominator of which is 6.00; (vi) the Class A-30
Certificates, an amount equal to the sum of (I) the product of (a)
the Class Certificate Balance of the Class A-28 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 A-29 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; and (vii) the Class X Certificates,
an amount equal to the aggregate of the Stated Principal Balances
of the Non-Discount Mortgage Loans as of the Due Date in the
preceding calendar month (after giving effect to Principal
Prepayments received in the Prepayment Period related to such Due
Date).
Notional Amount Certificates
: As specified in the Preliminary
Statement.
Offered Certificates : As specified in the Preliminary
Statement.
Officer’s Certificate
: A certificate (i) in the case of
the Depositor, signed by the Chairman of the Board, the Vice
Chairman of the Board, the President, a Managing Director, a Vice
President (however denominated), an Assistant Vice President, the
Treasurer, the Secretary, or one of the Assistant Treasurers or
Assistant Secretaries of the Depositor, (ii) in the case of the
Master Servicer, signed by the President, an Executive Vice
President, a Vice President, an Assistant Vice President, the
Treasurer, or one of the Assistant Treasurers or Assistant
Secretaries of Countrywide GP, Inc., its general partner, (iii) if
provided for in this Agreement, signed by a Servicing Officer, as
the case may be, and delivered to the Depositor and the Trustee, as
the case may be, as required by this Agreement or (iv) in the case
of any other Person, signed by an authorized officer of such
Person.
Opinion of Counsel : A written opinion of counsel, who may be
counsel for a Seller, the Depositor or the Master Servicer,
including, in-house counsel, reasonably acceptable to the Trustee;
provided, however, that with respect to the interpretation or
application of the REMIC Provisions, such counsel must (i) in fact
be independent of a Seller, the Depositor and the Master Servicer,
(ii) not have any direct financial interest in a Seller, the
Depositor or the Master Servicer or in any affiliate thereof, and
(iii) not be connected with a Seller, the Depositor or the Master
Servicer as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar
functions.
Optional Termination : The termination of the trust created hereunder
in connection with the purchase of the Mortgage Loans pursuant to
Section 9.01(a) hereof.
Original Applicable Credit Support
Percentage : With respect
to each of the following Classes of Certificates, the corresponding
percentage described below, as of the Closing Date:
