EXHIBIT 99.1
EXECUTION COPY
====================
CWALT, INC.,
Depositor
COUNTRYWIDE HOME LOANS, INC.,
Seller
PARK GRANADA LLC,
Seller
PARK MONACO INC.,
Seller
PARK SIENNA LLC,
Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
Master
Servicer
and
THE BANK OF NEW YORK,
Trustee
-----------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 2007
-----------------------------------
ALTERNATIVE LOAN TRUST 2007-OA2
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-OA2
====================
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
ARTICLE I DEFINITIONS
<S>
<C>
SECTION 1.01.
Defined
Terms......................................................................1
SECTION 1.02.
Certain Interpretive
Provisions...................................................39
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES
SECTION 2.01.
Conveyance of Mortgage
Loans......................................................40
SECTION 2.02.
Acceptance by Trustee of the Mortgage
Loans.......................................44
SECTION 2.03.
Representations, Warranties and Covenants of the Sellers and Master
Servicer......46
SECTION 2.04.
Representations and Warranties of the Depositor as to the Mortgage
Loans..........48
SECTION 2.05.
Delivery of Opinion of Counsel in Connection with
Substitutions...................49
SECTION 2.06.
Execution and Delivery of
Certificates............................................49
SECTION 2.07.
REMIC
Matters.....................................................................50
SECTION 2.08.
Covenants of the Master
Servicer..................................................50
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
SECTION 3.01.
Master Servicer to Service Mortgage
Loans.........................................51
SECTION 3.02.
Subservicing; Enforcement of the Obligations of
Servicers.........................52
SECTION 3.03.
Rights of the Depositor, the NIM Insurer and the Trustee in
Respect
of the Master
Servicer............................................................52
SECTION 3.04.
Trustee to Act as Master
Servicer.................................................53
SECTION 3.05.
Collection of Mortgage Loan Payments; Certificate Account;
Distribution Account, Carryover Reserve Fund, Principal Reserve
Fund; Supplemental Interest Trust, Corridor Contract Reserve
Fund
and Credit Enhancement Reserve
Fund...............................................53
SECTION 3.06.
Collection of Taxes, Assessments and Similar Items; Escrow
Accounts...............58
SECTION 3.07.
Access to Certain Documentation and Information Regarding the
Mortgage
Loans....................................................................59
SECTION 3.08.
Permitted Withdrawals from the Certificate Account, the
Distribution
Account, the Carryover Reserve Fund; the Principal Reserve Fund,
the
Corridor Contract Reserve Fund and the Credit Enhancement Reserve
Fund............59
SECTION 3.09.
Maintenance of Hazard Insurance; Maintenance of Primary Insurance
Policies........62
SECTION 3.10.
Enforcement of Due-on-Sale Clauses; Assumption
Agreements.........................63
SECTION 3.11.
Realization Upon Defaulted Mortgage Loans; Repurchase of
Certain
Mortgage
Loans....................................................................64
i
<PAGE>
SECTION 3.12.
Trustee to Cooperate; Release of Mortgage
Files...................................68
SECTION 3.13.
Documents, Records and Funds in Possession of Master Servicer to be
Held
for the
Trustee...................................................................69
SECTION 3.14.
Servicing
Compensation............................................................69
SECTION 3.15.
Access to Certain
Documentation...................................................70
SECTION 3.16.
Annual Statement as to
Compliance.................................................70
SECTION 3.17.
Errors and Omissions Insurance; Fidelity
Bonds....................................70
SECTION 3.18.
Notification of
Adjustments.......................................................71
SECTION 3.19.
Corridor Contract and Corridor Floor
Contract.....................................71
SECTION 3.20.
Prepayment
Charges................................................................72
ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
SECTION 4.01.
Advances..........................................................................74
SECTION 4.02.
Priorities of
Distribution........................................................75
SECTION 4.03.
[Reserved]........................................................................81
SECTION 4.04.
[Reserved]........................................................................81
SECTION 4.05.
[Reserved]........................................................................81
SECTION 4.06.
Monthly Statements to
Certificateholders..........................................81
SECTION 4.07.
Determination of Pass-Through Rates for COFI
Certificates.........................82
SECTION 4.08.
Determination of Pass-Through Rates for LIBOR
Certificates........................83
SECTION 4.09.
Determination of
MTA..............................................................85
ARTICLE V THE CERTIFICATES
SECTION 5.01.
The
Certificates..................................................................86
SECTION 5.02.
Certificate Register; Registration of Transfer and Exchange of
Certificates.......87
SECTION 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates.................................92
SECTION 5.04.
Persons Deemed
Owners.............................................................92
SECTION 5.05.
Access to List of Certificateholders' Names and
Addresses.........................92
SECTION 5.06.
Maintenance of Office or
Agency...................................................93
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01.
Respective Liabilities of the Depositor and the Master
Servicer...................94
SECTION 6.02.
Merger or Consolidation of the Depositor or the Master
Servicer...................94
SECTION 6.03.
Limitation on Liability of the Depositor, the Sellers, the
Master
Servicer, the NIM Insurer and
Others..............................................94
SECTION 6.04.
Limitation on Resignation of Master
Servicer......................................95
ARTICLE VII DEFAULT
SECTION 7.01.
Events of
Default.................................................................96
SECTION 7.02.
Trustee to Act; Appointment of
Successor..........................................98
SECTION 7.03.
Notification to
Certificateholders................................................99
ii
<PAGE>
ARTICLE VIII CONCERNING THE TRUSTEE
SECTION 8.01.
Duties of
Trustee................................................................100
SECTION 8.02.
Certain Matters Affecting the
Trustee............................................101
SECTION 8.03.
Trustee Not Liable for Certificates or Mortgage
Loans............................102
SECTION 8.04.
Trustee May Own
Certificates.....................................................102
SECTION 8.05.
Trustee's Fees and
Expenses......................................................102
SECTION 8.06.
Eligibility Requirements for
Trustee.............................................103
SECTION 8.07.
Resignation and Removal of
Trustee...............................................103
SECTION 8.08.
Successor
Trustee................................................................104
SECTION 8.09.
Merger or Consolidation of
Trustee...............................................105
SECTION 8.10.
Appointment of Co-Trustee or Separate
Trustee....................................105
SECTION 8.11.
Tax
Matters......................................................................107
SECTION 8.12.
Monitoring of Significance
Percentage............................................109
ARTICLE IX TERMINATION
SECTION 9.01.
Termination upon Liquidation or Purchase of all Mortgage
Loans..................110
SECTION 9.02.
Final Distribution on the
Certificates..........................................110
SECTION 9.03.
Additional Termination
Requirements.............................................112
ARTICLE X MISCELLANEOUS PROVISIONS
SECTION 10.01.
Amendment........................................................................113
SECTION 10.02.
Recordation of Agreement;
Counterparts...........................................114
SECTION 10.03.
Governing
Law....................................................................115
SECTION 10.04.
Intention of
Parties.............................................................115
SECTION 10.05.
Notices..........................................................................116
SECTION 10.06.
Severability of
Provisions.......................................................117
SECTION 10.07.
Assignment.......................................................................118
SECTION 10.08.
Limitation on Rights of
Certificateholders.......................................118
SECTION 10.09.
Inspection and Audit
Rights......................................................118
SECTION 10.10.
Certificates Nonassessable and Fully
Paid........................................119
SECTION 10.11.
[Reserved].......................................................................119
SECTION 10.12.
Protection of
Assets.............................................................119
SECTION 10.13. Rights
of the NIM
Insurer........................................................119
ARTICLE XI EXCHANGE ACT REPORTING
SECTION 11.01. Filing
Obligations..............................................................121
SECTION 11.02. Form
10-D
Filings...............................................................121
SECTION 11.03. Form
8-K
Filings................................................................122
SECTION 11.04. Form
10-K
Filings...............................................................122
SECTION 11.05.
Sarbanes-Oxley
Certification....................................................123
SECTION 11.06. Form 15
Filing..................................................................123
SECTION 11.07. Report
on Assessment of Compliance and
Attestation..............................124
SECTION 11.08. Use of
Subservicers and
Subcontractors..........................................125
iii
<PAGE>
SECTION 11.09.
Amendments......................................................................126
SECTION 11.10.
Reconciliation of
Accounts......................................................126
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..............................S-II-C-1
Schedule II-D:
Representations and Warranties of Park
Sienna..............................S-II-D-1
Schedule III-A: Representations and Warranties of Countrywide as to
all of 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 as to
the Park Monaco
Mortgage
Loans............................................................S-III-D-1
Schedule III-E: Representations and Warranties of Park Sienna as to
the Park Sienna
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-1
Schedule VII:
Prepayment Charge
Schedule..................................................S-VII-1
Schedule VIII: Reserve
Trigger Amount
Schedule............................................S-VIII-1
EXHIBITS
Exhibit A: Form of
Senior Certificate (excluding Notional Amount
Certificates).............A-1
Exhibit B: Form of
Subordinated
Certificate................................................B-1
Exhibit C-1: Form of Class A-R
Certificate.................................................C-1-1
Exhibit C-2: Form of Class P
Certificate...................................................C-2-1
Exhibit C-3: Form of Class C
Certificate...................................................C-3-1
Exhibit C-4: Form of Class R-X
Certificate
................................................C-4-1
Exhibit D: Form of
Notional
Certificate....................................................D-1
Exhibit E: Form of
Reverse of
Certificates.................................................E-1
Exhibit F: Form of
Initial Certification of Trustee
.......................................F-1
Exhibit G: Form of
Delay Delivery Certification of Trustee
................................G-1
Exhibit H: Form of
Final Certification of
Trustee..........................................H-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
Exhibit L-2: Form of ERISA Letter
(Class 1-A-1 or Class 2-A-1 Certificates)..................L-1
Exhibit M: Form of
Request for Release (for
Trustee).......................................M-1
iv
<PAGE>
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: Then
current Standard & Poor's LEVELS(R) Version 5.7 Glossary
Revised,
Appendix
E......................................................................Q-1
Exhibit R-1: Form of Corridor
Contract.....................................................R-1-1
Exhibit R-2: Form of Corridor Floor
Contract...............................................R-2-1
Exhibit S-1:
[Reserved]....................................................................S-1-1
Exhibit S-2:
[Reserved]....................................................................S-2-1
Exhibit T: Officer's
Certificate with respect to
Prepayments...............................T-1
Exhibit U: Form of
Monthly
Statement.......................................................U-1
Exhibit V-1: Form of Performance
Certification (Subservicer)...............................V-1-1
Exhibit V-2: Form of Performance
Certification (Trustee)...................................V-2-1
Exhibit W: Form of
Servicing Criteria to be Addressed in Assessment of
Compliance
Statement............................................................W-1
Exhibit X: List of
Item 1119
Parties.......................................................X-1
Exhibit Y: Form of
Sarbanes-Oxley Certification (Replacement of Master
Servicer)...........Y-1
</TABLE>
v
<PAGE>
THIS
POOLING AND SERVICING AGREEMENT, dated as of January 1, 2007,
among
CWALT, INC., a Delaware corporation, as depositor (the
"Depositor"),
COUNTRYWIDE HOME LOANS, INC. ("Countrywide"), a New York
corporation, as a
seller (a "Seller"), PARK GRANADA LLC ("Park Granada"), a Delaware
limited
liability company, as a seller (a "Seller"), PARK MONACO INC.
("Park Monaco"),
a Delaware corporation, as a seller (a "Seller"), PARK SIENNA LLC
("Park
Sienna"), a Delaware limited liability company, as a seller (a
"Seller"),
COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership,
as master
servicer (the "Master Servicer"), and THE BANK OF NEW YORK, a
banking
corporation organized under the laws of the State of New York, as
trustee (the
"Trustee").
WITNESSETH THAT
In
consideration of the mutual agreements contained in this
Agreement,
the parties to this Agreement 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 Trust Fund (other than the Carryover Reserve Fund), will
consist of five
real estate mortgage investment conduits (each a "REMIC" or, in
the
alternative, "REMIC 1," the "Master REMIC," "REMIC C," "REMIC 1-P"
and "REMIC
2-P", respectively). Each Certificate, other than the Class C,
Class 1-P,
Class 2-P, Class R-X and Class A-R Certificates, will represent
ownership of
one or more regular interests in the Master REMIC for purposes of
the REMIC
Provisions. The Class C Certificates will represent ownership of
the sole
regular interest in REMIC C and will be entitled to, respectively,
all amounts
payable on the assets held by REMIC C. The Class 1-P and Class
2-P
Certificates will represent, respectively, ownership of the sole
regular
interest in REMIC 1-P and REMIC 2-P and will be entitled to all
amounts
payable on the assets held by REMIC 1-P and REMIC 2-P,
respectively. The Class
A-R Certificate will represent ownership of the sole class of
residual
interest in each of the REMIC 1 and the Master REMIC and the Class
R-X
Certificates will represent ownership of the sole class of residual
interest
in each of REMIC C, REMIC 1-P and REMIC 2-P. Except as described
below, none
of the residual interests will be entitled to any payments of
interest or
principal.
REMIC C,
REMIC 1-P and REMIC 2-P will hold as assets, respectively, the
Class C, Class 1-P and Class 2-P Interests in the Master REMIC. The
Master
REMIC will hold as assets the several classes of uncertificated
REMIC 1
Interests (other than the Class R-1 Interests). REMIC 1 will hold
all the
assets of Loan Group 1 and Loan Group 2 (other than the Carryover
Reserve
Fund, the Swap Contract, the Corridor Contract, the Corridor Floor
Contract,
the Corridor Contract Reserve Fund, the Credit Enhancement Reserve
Fund and
the Supplemental Interest Trust). For federal income tax purposes,
each REMIC
Interest (other than the interests represented by the Class A-R) is
hereby
designated as a regular interest. The latest possible maturity date
of all
REMIC regular interests created hereby shall be the Latest Possible
Maturity
Date.
<PAGE>
Master
REMIC:
The Master
REMIC Certificates will have the original certificate
principal balances and pass-through rates as set forth in the
following table:
<TABLE>
<CAPTION>
Original Class
Pass-Through
Related REMIC
Class
Certificate Balance
Rate
or Certificate
<S>
<C>
<C>
<C>
Class 1-A-1
$ 327,169,000
(1)
Class 1-A-1
Class 1-A-2
$
40,896,000
(1)
Class 1-A-2
Class 1-A-3
$
40,896,000
(1)
Class 1-A-3
Class 2-A-1
$ 119,581,000
(1)
Class 2-A-1
Class 2-A-2
$
49,826,000
(1)
Class 2-A-2
Class 2-A-3
$
29,895,000
(1)
Class 2-A-3
Class 1-X
$ 212,892,183(2)
1.67%
Class 1-X
Class 2-X
$
199,302,318(2)
(3)
Class 2-X
Class M-1
$
16,068,000
(1)
Class M-1
Class M-2
$
14,395,000
(1)
Class M-2
Class M-3
$
4,352,000
(1)
Class M-3
Class M-4
$
8,367,000
(1)
Class M-4
Class M-5
$
3,348,000
(1)
Class M-5
Class M-6
$
5,692,000
(1)
Class M-6
Class M-7
$
5,691,000
(1)
Class M-7
Class C
(2)
(3)
REMIC C
Class 1-P
$100(4)
(5)
REMIC 1-P
Class 2-P
$100(4)
(6)
REMIC 2-P
Class R-2
$100
(8)
Class A-R
</TABLE>
---------------
(1) The
Certificates will accrue interest at the related Pass-Through
Rates
identified
in this Agreement. Solely for federal income tax purposes,
(a)(i)
interest accruals in respect of the Group 1 Senior Certificates
will be
subject to a cap equal to the product of two and the weighted
average of
the pass through rates in respect of the Class 1-Group 1 -X
and Class 1-Group 1- Y
Interests, subjecting the Class 1-Group 1-Y
Interest
to a cap equal to zero, (ii) interest accruals in respect of
the Group
2 Senior Certificates will be subject to a cap equal to the
product of
two and the weighted average of the pass through rates in
respect of
the Class 1-Group 2 -X and Class 1-Group 2- Y Interests,
subjecting
the Class 1-Group 2-Y Interest to a cap equal to zero, and
(iii)
interest accruals in respect of the Subordinate Certificates
will
be subject
to a cap equal to the product of two and the weighted average
of the
pass through rates in respect of the Class 1-Subordinate WAC-X
and Class
1-Subordinate WAC- Y Interests, subjecting the Class
1-Subordinate WAC-Y Interest to a cap equal to zero, (b) all
monies
received
by: (i) the Senior Certificates in excess of the related REMIC
Cap and
(ii) the Subordinated Certificates in excess of the REMIC
Subordinate WAC, will be treated as a paid pursuant to a
limited
recourse
interest rate cap contract as provided in Section 8.11, and (c)
all
interest accruals in respect of: (i) the Senior Certificates in
excess of
interest actually received by such Class as a result of the
application of the related Available Funds Rate Cap and (ii)
the
Subordinated Certificates in excess of interest actually received
by
such Class
as a result of the application of the related Available Funds
Rate Cap,
will be treated as a paid
2
<PAGE>
pursuant
to a limited recourse notional principal contract between such
Class and
the Class C Certificates.
(2) This Class
has no Class Certificate Balance but will accrue interest on
its Notional
Amount. Solely for federal income tax purposes, each Class
will have
a notional balance equal to the aggregate principal balance of
the REMIC
1 Interests other than the 1-1-P, 1-2-P, 1-$100 and R-1
Interests.
(3) The Class
1-X, Class 2-X and Class C Interests do not have principal
balances.
Solely for federal income tax purposes, the Class 1-X Master
REMIC
Interest will accrue interest at a rate equal to the excess of
the
Weighted
Average Adjusted Net Mortgage Rate over the product of two and
the
weighted average of the pass through rates in respect of the
Class
1-X-X1 and
Class 1-Y-X1 Interests, subjecting the Class 1-Y-X1 Interest
to a cap
equal to zero, the Class 2-X Master REMIC Interest will accrue
interest
at a rate equal to the excess of the Weighted Average Adjusted
Net
Mortgage Rate over the product of two and the weighted average
of
the pass
through rates in respect of the Class 1-X-X2 and Class 1-Y-X2
Interests,
subjecting the Class 1-Y-X2 Interest to a cap equal to zero
and the
Class C Master REMIC Interest will accrue interest at a rate
equal to
the excess of the Weighted Average Adjusted Net Mortgage Rate
over the
product of two and the weighted average of the pass through
rates in
respect of the Class 1-X-C and Class 1-Y-C Interests,
subjecting
the Class 1-Y-C Interest to a cap equal to zero.
(4) This Class
also has a notional balance equal to the aggregate Stated
Principal Balance of
the Mortgage Loans in the related Loan Group that
require
the payment of a Prepayment Charge. The minimum denomination
for
the Class
1-P and Class 2-P Certificates is a 20% Percentage Interest.
Any
Percentage Interest in excess of 20% is an authorized
denomination.
(5) For each
Distribution Date on which a Reserve Trigger Event is not in
effect,
the Class 1-P Interests are entitled to all amounts payable
with
respect to
the Class 1-1-P Interest. For each Distribution Date on which
a Reserve
Trigger Event is in effect, the Class 1-P Interests are
entitled
to 45% of the Prepayment Charges collected in respect of Loan
Group
1.
(6) For each
Distribution Date on which a Reserve Trigger Event is not in
effect,
the Class 2-P Interests are entitled to all amounts payable
with
respect to
the Class 1-2-P Interest. For each Distribution Date on which
a Reserve
Trigger Event is in effect, the Class 2-P Interests are
entitled
to 45% of the Prepayment Charges collected in respect of Loan
Group
2.
(7) The A-R
Interests represent the sole class of residual interest in the
Master
REMIC. The Class A-R Interests are not entitled to
distributions
of
interest.
3
<PAGE>
REMIC
1:
The
following table specifies the class designation, interest rate,
and
principal amount for each class of REMIC 1 Interests:
<TABLE>
<CAPTION>
----------------------------- -----------------------------------
-------------------------------------
The REMIC 1
Interests
Initial Principal Balance
Interest Rate
----------------------------- -----------------------------------
-------------------------------------
<S>
<C>
<C>
1-X-X1
(1)
(2)
----------------------------- -----------------------------------
-------------------------------------
1-Y-X1
(3)
(2)
----------------------------- -----------------------------------
-------------------------------------
1-X-X2......................
(1)
(2)
----------------------------- -----------------------------------
-------------------------------------
1-Y-X2......................
(3)
(2)
----------------------------- -----------------------------------
-------------------------------------
1-Group 1
WAC-X.............
(1)
(2)
----------------------------- -----------------------------------
-------------------------------------
1-Group 1
WAC-Y.............
(3)
(2)
----------------------------- -----------------------------------
-------------------------------------
1-Group 2 WAC-X.............
(1)
(2)
----------------------------- -----------------------------------
-------------------------------------
1-Group 2
WAC-Y.............
(3)
(2)
----------------------------- -----------------------------------
-------------------------------------
1-Subordinate
WAC-X.........
(1)
(2)
----------------------------- -----------------------------------
-------------------------------------
1-Subordinate
WAC-Y.........
(3)
(2)
----------------------------- -----------------------------------
-------------------------------------
1-Class
C-X.................
(1)
(2)
----------------------------- -----------------------------------
-------------------------------------
1-Class
C-Y.................
(3)
(2)
----------------------------- -----------------------------------
-------------------------------------
1-Support...................
(1)
(2)
----------------------------- -----------------------------------
-------------------------------------
1-1-P
$100
(4)
----------------------------- -----------------------------------
-------------------------------------
1-2-P
$100
(5)
----------------------------- -----------------------------------
-------------------------------------
1-$100
$100
(6)
----------------------------- -----------------------------------
-------------------------------------
R-1
(7)
(7)
----------------------------- -----------------------------------
-------------------------------------
</TABLE>
---------------
(1) Each Class X
Lower Tier REMIC Interest will have an Initial Principal
Balance
equal to 0.5% of the principal balance of the Mortgage Loans.
The Class
1-Support Interest will have an Initial Principal Balance
equal to
the excess of the initial aggregate Stated Principal Balance of
the
Mortgage Loans over the sum of the initial aggregate principal
balances
of each Class X and Class Y REMIC 1 Interest and the Class
1-$100
Interest.
(2) The Weighted
Average Adjusted Net Mortgage Rate.
(3) The
principal balance for each Class Y REMIC 1 Interest on the
first
Distribution Date will be the related Class Y REMIC 1 Target
Principal
Balance
for such Distribution Date based on the related Class X REMIC 1
Interest
balance as set forth in Note (1) above.
(4) For each
Distribution Date, this Class will be receive all Prepayment
Charges
collected in respect of Loan Group 1.
(5) For each
Distribution Date, this Class will receive all Prepayment
Charges
collected in respect of Loan Group 2.
(6) On each
Distribution Date, the Class 1-$100 Interest will be receive
all
distributions in respect of the Class A-R Certificates.
4
<PAGE>
(7) The R-1
Interest is the sole class of residual interest in REMIC 1. It
has no
principal balance and pays no principal or interest.
For each
Distribution Date, scheduled and unscheduled principal and
Realized Losses shall be allocated, first, to: (a) each of the
Class X REMIC 1
Interests whose related Class X REMIC 1 Target Principal Balance
(as
calculated for the Distribution Date) is exceeded by the principal
balance of
such Interest for the prior Distribution Date, in such an amount as
to cause
the principal balance of such Class X REMIC 1 Interest to equal the
related
Class X REMIC 1 Target Principal Balance (as calculated for the
Distribution
Date), and (b) each of the Class Y REMIC 1 Interests whose related
Class Y
Target Principal Balance (as calculated for the Distribution Date)
is exceeded
by the principal balance of such Interest for the prior
Distribution Date, in
such an amount as to cause the principal balance of such Class Y
REMIC 1
Interest to equal the related Class Y REMIC 1 Target Principal
Balance (as
calculated for the Distribution Date), and second, to the Class
1-Support
Interest. If there are insufficient scheduled and unscheduled
principal
collections and Realized Losses for such Distribution Date to make
the
allocations required in the immediately preceding sentence,
interest accrued
in respect of the Class 1-Support Interest will be paid as
principal to each
of the Class X REMIC 1 and Class Y REMIC 1 Interests as required in
the
immediately preceding sentence. Any remaining scheduled and
unscheduled
principal and Realized Losses shall be allocated pro rata to the
Class X REMIC
1, Class Y REMIC 1 and Class 1-Support Interests based on their
principal
balances following the allocations made in the immediately
preceding two
sentences.
5
<PAGE>
Set forth
below are designations of Classes or Components of
Certificates and other defined terms to the categories used in this
Agreement:
<TABLE>
<CAPTION>
<S>
<C>
Accretion Directed
Certificates........................
None.
Accretion Directed
Components..........................
None.
Accrual Certificates................
None.
Accrual Components..................
None.
Book-Entry Certificates.............
All Classes of Certificates other than the Physical
Certificates.
Class X Certificates................
The Class 1-X and Class 2-X Certificates.
COFI Certificates...................
None.
Component Certificates..............
None.
Components..........................
None.
Delay Certificates..................
All interest-bearing Classes of Certificates other than the
Non-Delay
Certificates, if any.
ERISA-Restricted
Certificates........................
The Class 1-A-2, Class 1-A-3, Class 2-A-2 and Class 2-A-3
Certificates,
the Subordinated Certificates, the Residual Certificates and the
Private
Certificates; and any Certificate of a Class that does not or no
longer
has a rating of at least AA- or its equivalent from at least one
Rating
Agency.
Floating Rate Certificates
The MTA Certificates and the LIBOR Certificates.
Group 1
Senior Certificates.................
The Class 1-A-1, Class 1-A-2 and Class 1-A-3 Certificates.
Group 2
Senior Certificates.................
The Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates.
Inverse Floating Rate
Certificates........................
None.
LIBOR Certificates..................
The Group 2 Senior Certificates and Subordinated Certificates.
MTA Certificates....................
The Group 1 Senior Certificates.
6
<PAGE>
Non-Delay Certificates..............
The LIBOR Certificates.
Notional Amount
Certificates........................
Class X Certificates.
Offered Certificates................
All Classes of Certificates other than the Private
Certificates.
Physical Certificates...............
The Private Certificates and the Residual Certificates.
Planned Principal Classes...........
None.
Planned Principal
Components..........................
None.
Principal Only Certificates.........
None.
Private Certificates................
The Class C, Class 1-P and Class 2-P Certificates.
Rating Agencies.....................
S&P and Moody's.
Regular Certificates................
All Classes of Certificates, other than the Residual
Certificates.
Residual Certificates...............
The Class A-R Certificates.
Scheduled Principal
Classes.............................
None.
Senior Certificates.................
The Group 1 Senior Certificates, Group 2 Senior Certificates and
the
Class 1-X, Class 2-X and Class A-R Certificates.
Senior LIBOR Certificates...........
The Group 2 Senior Certificates.
Subordinated Certificates ..........
The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6 and
Class M-7 Certificates.
Targeted Principal
Classes.............................
None.
Underwriter.........................
UBS Securities LLC.
</TABLE>
With
respect to any of the foregoing designations as to which the
corresponding reference is "None," all defined terms and provisions
in this
Agreement relating solely to such designations shall be of no force
or effect,
and any calculations in this Agreement incorporating references to
such
designations shall be interpreted without reference to such
designations and
amounts. Defined terms and provisions in this Agreement relating
to
statistical rating agencies not designated above as Rating Agencies
shall be
of no force or effect.
7
<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 Carryover Reserve Fund, the Principal Reserve Fund,
the Credit
Enhancement Reserve Fund, the Corridor Contract Reserve Fund or any
other
account related to the Trust Fund or the Mortgage Loans.
Accretion
Directed Classes: As specified in the Preliminary Statement.
Additional
Carryover Reserve Fund Deposit: 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 Expense Fee
Rate.
Adjustment
Date: A date specified in each Mortgage Note as a date on
which the Mortgage Rate on the related Mortgage Loan will be
adjusted.
Advance:
As to each 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 that REO Property), less the aggregate
amount of
any such delinquent payments that the Master Servicer has
determined would
constitute a Nonrecoverable Advance if advanced.
Agreement:
This Pooling and Servicing Agreement and all amendments or
supplements this Pooling and Servicing Agreement.
Amount
Held for Future Distribution: As to any Distribution Date and
each 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.
<PAGE>
Applied
Realized Loss Amount: With respect to any Distribution Date and
the Offered Certificates (other than the Class X Certificates), the
sum of the
Realized Losses which are to be applied in reduction of the Class
Certificate
Balance of any such Class of Certificates pursuant to this
Agreement, which,
in the case of the Subordinated Certificates, shall equal the
amount, if any,
by which the aggregate Class Certificate Balance of all Offered
Certificates
(after all distributions of principal on such Distribution Date)
exceeds the
aggregate Stated Principal Balance of the Mortgage Loans as of the
Due Date in
the month in which such Distribution Date occurs (after giving
effect to
Principal Prepayments and Liquidation Proceeds allocated to
principal and
Subsequent Recoveries received in the related Prepayment Period).
With respect
to each Class of Senior Certificates and any Distribution Date, the
pro rata
share (based on the Class Certificate Balance of each such Class)
of the
amount, if any, by which, the aggregate Class Certificate Balance
of the
Senior Certificates (after all distributions of principal on such
Distribution
Date) exceeds the aggregate Stated Principal Balance of the
Mortgage Loans as
of the Due Date in the month of such Distribution Date (after
giving effect to
Principal Prepayments and Liquidation Proceeds allocated to
principal and
Subsequent Recoveries received in the related Prepayment
Period).
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 mortgage 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 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 the related
Prepayment
Charges and amounts permitted to be withdrawn from the Certificate
Account
pursuant to clauses (i) - (viii) 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) - (iii) 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.
Available
Funds Rate Cap: For any Distribution Date and all Classes of
Variable Rate Certificates, the product of (1) the Available Funds
for the
related Loan Group, and (2) a
2
<PAGE>
fraction, the numerator of which is 12 and the denominator of which
is the
aggregate Stated Principal Balance of the Mortgage Loans in the
related Loan
Group as of the Due Date occurring in the month preceding the month
of that
Distribution Date (after giving effect to Principal Prepayments in
the
Prepayment Period related to that prior Due Date).
Bankruptcy
Code: The United States Bankruptcy Reform Act of 1978, as
amended.
Blanket
Mortgage: The mortgage or mortgages encumbering the Cooperative
Property.
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.
Carryover
Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 3.05(g) in
the name of
the Trustee for the benefit of the Holders of the Variable Rate
Certificates
and designated "The Bank of New York in trust for registered
holders of CWALT,
Inc., Alternative Loan Trust 2007-OA2, Mortgage Pass-Through
Certificates,
Series 2007-OA2." Funds in the Carryover Reserve Fund shall be held
in trust
for the Holders of the Variable Rate Certificates for the uses and
purposes
set forth in this Agreement.
Certificate: Any one of the Certificates executed by the Trustee
in
substantially the forms attached this Agreement as exhibits.
Certification Party: As defined in Section 11.05.
Certifying
Person: As defined in Section 11.05.
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-OA2, Mortgage
Pass-Through
Certificates Series 2007-OA2."
Certificate Balance: With respect to any Certificate (other than
the
Class X and Class C Certificates) at any date, the maximum dollar
amount of
principal to which the Holder thereof is then entitled under this
Agreement,
such amount being equal to the Denomination of that Certificate (A)
plus, with
respect to the Floating Rate Certificates, any increase to the
Certificate
Balance of such Certificate pursuant to Section 4.02 due to the
receipt of
Subsequent Recoveries and (B) minus the sum of (i) all
distributions of
principal previously made with respect to that Certificate and (ii)
with
respect to the Floating Rate Certificates, any Applied Realized
Loss Amounts
allocated to such Certificate on previous Distribution Dates
pursuant to
Section 4.02 without duplication. The Class X Certificates do not
have
Certificate Balances.
3
<PAGE>
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 under this Agreement, 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.
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
of this Agreement (other than the second sentence of Section 10.01)
that
requires the consent of the Holders of Certificates of a particular
Class as a
condition to the taking of any action under this Agreement. 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.
Class: All
Certificates bearing the same class designation as set forth
in the Preliminary Statement.
Class
1-C-X Target Principal Balance: The quotient of: (a) the
product
of: (i) the Class C Tax Pass Through Rate and (ii) the principal
balance of
the Class 1-C-Y Interests for the immediately preceding
Distribution Date, and
(b) the product of (i) two and (ii) the Weighted Average Adjusted
Net Mortgage
Rate, minus the Class C Tax Pass Through Rate.
Class
1-C-Y Target Principal Balance: The quotient of: (a) the
product
of: (i) two times the Weighted Average Adjusted Net Mortgage Rate,
minus the
Class C Tax Pass Through Rate and (ii) the principal balance of the
Class
1-C-X Interests for the immediately preceding Distribution Date,
and (b) the
Weighted Average Adjusted Net Mortgage Rate.
Class
1-Group 1 WAC-X Target Principal Balance: The quotient of: (a)
the
product of: (i) the Group 1 REMIC Cap and (ii) the principal
balance of the
Class 1-Group 1 WAC-Y Interests for the immediately preceding
Distribution
Date, and (b) the product of (i) two and (ii) the Weighted Average
Adjusted
Net Mortgage Rate, minus the Group 1 REMIC Cap.
Class
1-Group 1 -Y Target Principal Balance: The quotient of: (a) the
product of: (i) two times the Weighted Average Adjusted Net
Mortgage Rate,
minus the Group 1 REMIC Cap and (ii) the principal balance of the
Class
1-Group 1 WAC-X Interests for the immediately preceding
Distribution Date, and
(b) the Group 1 REMIC Cap.
Class
1-Group 2 WAC-X Target Principal Balance: The quotient of: (a)
the
product of: (i) the Group 2 REMIC Cap and (ii) the principal
balance of the
Class 1-Group 2 WAC-Y
4
<PAGE>
Interests for the immediately preceding Distribution Date, and (b)
the product
of (i) two and (ii) the Weighted Average Adjusted Net Mortgage
Rate, minus the
Group 2 REMIC Cap.
Class
1-Group 2 -Y Target Principal Balance: The quotient of: (a) the
product of: (i) two times the Weighted Average Adjusted Net
Mortgage Rate,
minus Group 2 REMIC Cap and (ii) the principal balance of the Class
1-Group 2
WAC-X Interests for the immediately preceding Distribution Date,
and (b) the
Group 2 REMIC Cap.
Class
1-Subordinate WAC-X Target Principal Balance: The quotient of:
(a)
the product of: (i) the REMIC Subordinate WAC Cap and (ii) the
principal
balance of the Class 1-Subordinate WAC-Y Interests for the
immediately
preceding Distribution Date, and (b) the product of (i) two and
(ii) the
Weighted Average Adjusted Net Mortgage Rate, minus the REMIC
Subordinate WAC
Cap.
Class
1-Subordinate WAC-Y Target Principal Balance: The quotient of:
(a)
the product of: (i) two times the Weighted Average Adjusted Net
Mortgage Rate,
minus REMIC Subordinate WAC Cap and (ii) the principal balance of
the Class
1-Subordinate WAC-X Interests for the immediately preceding
Distribution Date,
and (b) the REMIC Subordinate WAC Cap.
Class
1-X-X1 Target Principal Balance: The quotient of: (a) the
product
of: (i) the Class 1-X Tax Pass Through Rate and (ii) the principal
balance of
the Class 1-Y-X1 Interests for the immediately preceding
Distribution Date,
and (b) the product of (i) two and (ii) the Weighted Average
Adjusted Net
Mortgage Rate minus the Class 1-X Tax Pass Through Rate.
Class
1-X-X2 Target Principal Balance: The quotient of: (a) the
product
of: (i) the Class 2-X Tax Pass Through Rate and (ii) the principal
balance of
the Class 1-Y-X2 Interests for the immediately preceding
Distribution Date,
and (b) the product of (i) two and (ii) the Weighted Average
Adjusted Net
Mortgage Rate minus the Class 2-X Tax Pass Through Rate.
Class
1-Y-X1 Target Principal Balance: The quotient of: (a) the
product
of: (i) two times the Weighted Average Adjusted Net Mortgage Rate,
less the
Class 1-X Tax Pass Through Rate and (ii) the principal balance of
the Class
1-X-X1 Interests for the immediately preceding Distribution Date,
and (b) the
Class 1-X Tax Pass Through Rate.
Class
1-Y-X2 Target Principal Balance: The quotient of: (a) the
product
of: (i) two times the Weighted Average Adjusted Net Mortgage Rate,
less the
Class 2-X Tax Pass Through Rate and (ii) the principal balance of
the Class
1-X-X2 Interests for the immediately preceding Distribution Date,
and (b) the
Class 2-X Tax Pass Through Rate.
Class C
Distributable Amount: As to any Distribution Date, an amount
equal to the product of (a) the Class C Tax Pass Through Rate and
(b) the
aggregate Stated Principal Balance of the Mortgage Loans as of the
Due Date in
the month of that Distribution Date (after giving effect to
Principal
Prepayments received in the related Prepayment Period).
Class C
Tax Pass Through Rate: For each Distribution Date, the product
of: (1) the amount of interest accrued in respect of the Master
REMIC Regular
Interests other than the Class C Interest (other than the Class
1-P-1 and
Class 1-P-2 Interest) and (2) 12, divided by the sum of the
principal balances
in respect of the REMIC 1 Interests.
5
<PAGE>
Class X
REMIC 1 Target Principal Balance: the Class 1-X-X1 Target
Principal Balance, Class 1-X-X2 Target Principal Balance, Class
1-C-X Target
Principal Balance, Class 1-Group 1 WAC-X Target Principal Balance,
Class
1-Group 2 WAC-X Target Principal Balance or Class 1-Subordinate
WAC-X Target
Principal Balance, as applicable.
Class 1-X
Tax Pass Through Rate: The excess of (a) the Weighted Average
Adjusted Net Mortgage Rate over (b) the product of: (i) the Current
Interest
payable to the Class 1-X Certificates for such Distribution Date
and (ii) 12,
divided by the sum of the principal balances in respect of the
REMIC 1
Interests (other than the Class 1-P-1 and Class 1-P-2
Interest).
Class 2-X
Tax Pass Through Rate: The excess of (a) the Weighted Average
Adjusted Net Mortgage Rate over (b) the product of: (i) the Net
Current
Interest payable to the Class 2-X Certificates for such
Distribution Date for
such Distribution Date and (ii) 12, divided by the sum of the
principal
balances in respect of the REMIC 1 Interests (other than the Class
1-P-1 and
Class 1-P-2 Interest).
Class Y
REMIC 1 Target Principal Balance: the Class 1-Y-X1 Target
Principal Balance, Class 1-Y-X2 Target Principal Balance, Class
1-C-Y Target
Principal Balance, Class 1-Group 1 WAC-Y Target Principal Balance,
Class
1-Group 2 WAC-Y Target Principal Balance or Class 1-Subordinate
WAC-Y Target
Principal Balance, as applicable.
Class
Certificate Balance: With respect to any Class of Certificates
other than the Class X and Class C Certificates and as to any date
of
determination, the aggregate of the Certificate Balances of all
Certificates
of such Class as of such date. The Class X and Class C Certificates
do not
have Class Certificate Balances.
Class P
Certificate: Each of the Class 1-P and Class 2-P Certificates,
in the form of Exhibit C-2 hereto, representing the right to
distributions as
set forth herein.
Class P
Principal Distribution Date: As to any Class of Class P
Certificates, the first Distribution Date that occurs after the end
of the
latest Prepayment Charge Period for the Mortgage Loans in the
related Loan
Group that have a Prepayment Charge.
Class R-C
Interest: The uncertificated residual interest in REMIC C.
Class
R-1-P Interest: The uncertificated residual interest in REMIC
1-P.
Class
R-2-P Interest: The uncertificated residual interest in REMIC
2-P.
Class R-X
Certificate: The Class R-X Certificate executed by the Trustee
on behalf of the Trust Fund, and authenticated and delivered by
the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit C-4
and evidencing the ownership of the Residual Interest in each of
REMIC C,
REMIC 1-P and REMIC 2-P. The Class R-X Certificate represents the
ownership of
the Class R-C Interest, Class R-1-P Interest and Class R-2-P
Interest.
Closing
Date: February 15, 2007.
Code: The
Internal Revenue Code of 1986, including any successor or
amendatory provisions.
6
<PAGE>
COFI: The
Monthly Weighted Average Cost of Funds Index for the Eleventh
District Savings Institutions published by the Federal Home Loan
Bank of San
Francisco.
COFI
Certificates: As specified in the Preliminary Statement.
Commission: The U.S.
Securities and Exchange Commission.
Compensating Interest: As to any Distribution Date and Loan Group,
an
amount equal to the product of 50% and the aggregate Master
Servicing Fee
payable to the Master Servicer for that Loan Group and Distribution
Date.
Component:
As specified in the Preliminary Statement.
Component
Balance: Not applicable.
Component
Certificates: As specified in the Preliminary Statement.
Component
Notional Amount: Not applicable.
Confirmation:
With respect to the Covered Certificates and the Corridor
Contract, the Confirmation (reference #1246264 with a trade date of
January
24, 2007, evidencing a transaction between the Supplemental
Interest Trustee,
and the Counterparty. With respect to the Covered Certificates and
the
Corridor Floor Contract, the Confirmation (reference #1246267) with
a trade
date of January 24, 2007, evidencing a transaction between
Supplemental
Interest Trustee and the Counterparty.
Coop
Shares: Shares issued by a Cooperative Corporation.
Cooperative Corporation: The entity that holds title (fee or an
acceptable leasehold estate) to the real property and
improvements
constituting the Cooperative Property and which governs the
Cooperative
Property, which Cooperative Corporation must qualify as a
Cooperative Housing
Corporation under Section 216 of the Code.
Cooperative Loan: Any Mortgage Loan secured by Coop Shares and
a
Proprietary Lease.
Cooperative Property: The real property and improvements owned by
the
Cooperative Corporation, including the allocation of individual
dwelling units
to the holders of the Coop Shares of the Cooperative
Corporation.
Cooperative Unit: A single family dwelling located in a
Cooperative
Property.
Corporate
Trust Office: The designated office of the Trustee in the
State of New York at which at any particular time its corporate
trust business
with respect to this Agreement shall be administered, which office
at the date
of the execution of this Agreement is located at 101 Barclay
Street, 4W, New
York, New York 10286 (Attn: Mortgage-Backed Securities Group,
CWALT, Inc.
Series 2007-OA2), facsimile no. (212) 815-3986, and which is the
address to
which notices to and correspondence with the Trustee should be
directed.
7
<PAGE>
Corridor
Contract: With respect to the Covered Certificates, the
transaction evidenced by the Confirmation, a form of which is
attached hereto
as Exhibit R-1.
Corridor
Contract Reserve Fund: The separate fund created and initially
maintained by the Supplemental Interest Trustee pursuant to Section
3.05(j) 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 Alternative Loan Trust 2007-OA2, Mortgage
Pass-Through
Certificates, Series 2007-OA2." 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.
Corridor
Contract Termination Date: The Distribution Date in October
2011.
Corridor
Floor Contract: With respect to the Covered Certificates, the
transaction evidenced by a Confirmation, a form of which is
attached hereto as
Exhibit R-2.
Corridor
Floor Contract Termination Date: The Distribution Date in
September 2009.
Counterparty: Swiss Re Financial Products Corporation.
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.
Countrywide Servicing: Countrywide Home Loans Servicing LP, a
Texas
limited partnership and its successors and assigns.
Covered
Certificates: The Variable Rate Certificates.
Credit
Enhancement 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 Floating Rate Certificates and designated "The Bank of New
York in
trust for registered holders of Alternative Loan Trust 2007-OA2,
Mortgage
Pass-Through Certificates, Series 2007-OA2." Funds in the Credit
Enhancement
Reserve Fund shall be held in trust for the Holders of the Floating
Rate
Certificates for the uses and purposes set forth in this
Agreement.
Cumulative
Loss Trigger Event: With respect to a Distribution Date on or
after the Stepdown Date, the aggregate amount of Realized Losses on
the
Mortgage Loans from (and including) the Cut-off Date to (and
including) the
related Due Date (reduced by the aggregate amount of Subsequent
Recoveries
received from the Cut-off Date through the Prepayment Period
related to that
Due Date) exceeds the applicable percentage, for such Distribution
Date, of
the Cut-off Date Pool Principal Balance as set forth below:
<TABLE>
<CAPTION>
Distribution Date
Percentage
-----------------
----------
8
<PAGE>
<S>
<C>
February 2010 - January 2011................... 0.50% with respect to
February 2010, plus an additional
1/12th of 0.40% for each month thereafter through January
2011
February 2011 - January 2012................... 0.90% with respect to
February 2011, plus an additional
1/12th of 0.40% for each month thereafter through January
2012
February 2012 - January 2013................... 1.30% with respect to
February 2012, plus an additional
1/12th of 0.50% for each month thereafter through January
2013
February 2013 - January 2014................... 1.80% with respect to
February 2013, plus an additional
1/12th of 0.15% for each month thereafter through January
2014
February 2014 and thereafter................... 1.95%
</TABLE>
Current
Interest: With respect to each Class of Offered Certificates
and
each Distribution Date, the interest accrued at the applicable
Pass-Through
Rate for the applicable Interest Accrual Period on the Class
Certificate
Balance of such Class immediately prior to such Distribution Date.
Interest on
the Delay Certificates will be calculated on the basis of a 360-day
year
divided into twelve 30-day months. Interest on the Non-Delay
Certificates will
be calculated on the basis of a 360-day year and the actual number
of days
that elapsed in that Interest Accrual Period.
Cut-off
Date: As to any Mortgage Loan, the later of the date of
origination of that Mortgage Loan and January 1, 2007.
Cut-off
Date Pool Principal Balance: $669,524,121.27.
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 that 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 that is required to be
repurchased pursuant to Section 2.02 or 2.03.
Deferred
Interest: With respect to each Mortgage Loan and each related
Due Date, the excess if any, of the amount of interest accrued on
such
Mortgage Loan from the preceding Due Date to such Due Date over the
monthly
interest payment due for such Due Date.
Deficient
Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an
amount less
than the then-outstanding indebtedness under 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.
9
<PAGE>
Definitive
Certificates: Any Certificate evidenced by a Physical
Certificate and any Certificate issued in lieu of a Book-Entry
Certificate
pursuant to Section 5.02(e).
Delay
Certificates: As specified in the Preliminary Statement.
Delay
Delivery Certification: As defined in Section 2.02(a).
Delay
Delivery Mortgage Loans: The Mortgage Loans for which all or a
portion of a related Mortgage File is not delivered to Trustee on
the Closing
Date. With respect to up to 50% of the Mortgage Loans in each Loan
Group, the
Depositor may deliver all or a portion of each related Mortgage
File to the
Trustee not later than thirty days after the Closing Date. To the
extent that
Countrywide Servicing 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
Servicing 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).
Delinquency Trigger Event: With respect to a Distribution Date on
or
after the Stepdown Date, the Rolling Sixty-Day Delinquency Rate for
the
outstanding Mortgage Loans equals or exceeds the product of (i)
30.60% and the
Senior Enhancement Percentage for any Distribution Date prior to
the
Distribution Date in February 2012 and (ii) 38.25% and the Senior
Enhancement
Percentage for any Distribution Date on or after the Distribution
Date in
February 2012.
Denomination: With respect to each Certificate, the amount set
forth on
the face of that Certificate as the "Initial Certificate Balance of
this
Certificate" or the "Initial Notional Amount of this Certificate"
or, if
neither of the foregoing, the Percentage Interest appearing on the
face
thereof.
Depositor:
CWALT, Inc., a Delaware corporation, or its successor in
interest.
Depository: The initial Depository shall be The Depository
Trust
Company, the nominee of which is CEDE & Co., as the registered
Holder of the
Book-Entry Certificates. The Depository shall at all times be a
"clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform
Commercial Code
of the State of New York.
Depository
Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
Determination Date: As to any Distribution Date, the 22nd day of
each
month or, if such 22nd day is not a Business Day, the next
preceding Business
Day; provided, however, that if such 22nd day or such Business Day,
whichever
is applicable, is less than two Business Days prior to the
related
Distribution Date, the Determination Date shall be the first
Business Day that
is two Business Days preceding such Distribution Date.
Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05(d) in the name
of the
Trustee for the benefit of the
10
<PAGE>
Certificateholders and designated "The Bank of New York in trust
for
registered holders of Alternative Loan Trust 2007-OA2, Mortgage
Pass-Through
Certificates, Series 2007-OA2." 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 February 2007.
Due Date:
With respect to a Mortgage Loan, the date on which Scheduled
Payments are due on that Mortgage Loan. With respect to any
Distribution Date,
the related Due Date is the first day of the calendar month in
which that
Distribution Date occurs.
Due
Period: Not applicable.
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 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.
ERISA: The
Employee Retirement Income Security Act of 1974, as amended.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that meets the requirements of
the
Underwriter's Exemption.
ERISA-Restricted Certificate: As specified in the Preliminary
Statement.
Escrow
Account: The Eligible Account or Accounts established and
maintained pursuant to Section 3.06(a).
11
<PAGE>
Event of
Default: As defined in Section 7.01.
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.
Expense
Fee Rate: As to each Mortgage Loan and any date of
determination, the sum of (a) the Master Servicing Fee Rate and (b)
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 to the
Federal Home Loan Mortgage Corporation.
Final
Certification: As defined in Section 2.02(a).
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 to the
Federal
National Mortgage Association.
Form 10-D
Disclosure Item: With respect to any Person, any material
litigation or governmental proceedings pending against (a) such
Person or (b)
against any of the Trust Fund, the Depositor, the Trustee, any
co-trustee, the
Master Servicer or any Subservicer, if such Person has actual
knowledge
thereof.
12
<PAGE>
Form 10-K
Disclosure Item: With respect to any Person, (a) Form 10-D
Disclosure Item, and (b) any affiliations or relationships between
such Person
and any Item 1119 Party.
Gross
Margin: The percentage set forth in the related Mortgage Note
for
the Mortgage Loans to be added to One-Year LIBOR for use in
determining the
Mortgage Rate on each Adjustment Date, and which is set forth in
the Mortgage
Loan Schedule.
Group 1
Mortgage Loans: The Mortgage Loans in Loan Group 1.
Group 1
Principal Distribution Amount: With respect to each
Distribution
Date, the product of (i) the lesser of (a) the Principal
Distribution Amount
and (b) the amount of Available Funds remaining after the
distribution of
Available Funds according to priority 3. of Section 4.02(a), and
(ii) a
fraction, the numerator of which is the Principal Remittance Amount
for Loan
Group 1 for that Distribution Date and the denominator of which is
the
aggregate Principal Remittance Amount for both Loan Groups for
that
Distribution Date.
Group 1
REMIC Cap: The Net Rate Cap in respect of the Group 1
Certificates, adjusted for this purpose by excluding from the
definition
thereof, the related Available Funds Rate Cap.
Group 1
Senior Principal Distribution Amount: With respect to each
Distribution Date, the product of (i) the lesser of (a) the Senior
Principal
Distribution Amount and (b) the amount of Available Funds remaining
after the
distributions of Available Funds according to priority 3. of
Section 4.02(a),
and (ii) a fraction, the numerator of which is the Principal
Remittance Amount
for Loan Group 1 for that Distribution Date and the denominator of
which is
the aggregate Principal Remittance Amount for both Loan Groups for
that
Distribution Date.
Group 1-X
Mortgage Loans: The Mortgage Loans in Sub-Loan Group 1-X.
Group 2
Mortgage Loans: The Mortgage Loans in Loan Group 2.
Group 2
Principal Distribution Amount: With respect to each
Distribution
Date, the product of (i) the lesser of (a) the Principal
Distribution Amount
and (b) the amount of Available Funds remaining after the
distribution of
Available Funds according to priority 3. of Section 4.02(a), and
(ii) a
fraction, the numerator of which is the Principal Remittance Amount
for Loan
Group 2 for that Distribution Date and the denominator of which is
the
aggregate Principal Remittance Amount for both Loan Groups for
that
Distribution Date.
Group 2
REMIC Cap: The Net Rate Cap in respect of the Group 2
Certificates, adjusted for this purpose by excluding from the
definition
thereof, the related Available Funds Rate Cap.
Group 2
Senior Principal Distribution Amount: With respect to each
Distribution Date, the product of (i) the lesser of (a) the Senior
Principal
Distribution Amount and (b) the amount of Available Funds remaining
after the
distribution of Available Funds according to priority 3. of Section
4.02(a),
and (ii) a fraction, the numerator of which is the Principal
Remittance Amount
for Loan Group 2 for that Distribution Date and the denominator of
which is
the aggregate Principal Remittance Amount for both Loan Groups for
that
Distribution Date.
13
<PAGE>
Group Net
Rate Cap: With respect to any Distribution Date and Loan
Group, the lesser of (a) the Weighted Average Adjusted Net Mortgage
Rate for
that Loan Group and (b) the related Available Funds Rate Cap.
Guarantees: The two guarantees of the Guarantor in favor of the
Supplemental Interest Trustee of all of the Counterparty's
obligations under
each of the Corridor Contract and the Corridor Floor Contract, each
dated as
of February 15, 2007.
Guarantor:
Swiss Reinsurance Company.
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).
Initial
Component Balance: As specified in the Preliminary Statement.
Initial
LIBOR Rate: 5.320%.
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 and any Distribution Date, the calendar month prior to
the month
of such Distribution Date. With respect to any Class of Non-Delay
Certificates
and any Distribution Date, the period commencing on the
Distribution Date in
the month preceding the month in which such Distribution Date
occurs (other
than the first Distribution Date, for which it is the Closing Date)
and ending
on the day preceding such Distribution Date.
Interest
Carry Forward Amount: With respect to each Class of Offered
Certificates and each Distribution Date, the excess of (i) the
Current
Interest for such Class with respect to prior Distribution Dates
over (ii) the
amount actually distributed to such Class with respect to interest
on such
prior Distribution Dates.
Interest
Determination Date: With respect to (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
14
<PAGE>
Accrual Period. With respect to the MTA Certificates, the 15th day
prior to
the commencement of each Interest Accrual Period or, if such 15th
day is not a
Business Day, the next preceding Business Day.
Interest
Funds: With respect to any Distribution Date and Loan Group,
the excess of the Interest Remittance Amount for that Loan Group
over the pro
rata portion of the Trustee Fee for such Distribution Date
allocable to such
Loan Group.
Interest
Remittance Amount: With respect to the Mortgage Loans in a Loan
Group and any Distribution Date, (x) the sum, without duplication,
of (i) all
scheduled interest on the Mortgage Loans in that Loan Group due on
the related
Due Date and received on or prior to the related Determination
Date, less the
related Master Servicing Fees and any payments made in respect of
premiums on
Lender PMI Mortgage Loans, (ii) all interest on Principal
Prepayments on the
Mortgage Loans in that Loan Group, other than Prepayment Interest
Excess,
(iii) all Advances relating to interest with respect to the
Mortgage Loans in
that Loan Group, (iv) all Compensating Interest with respect to
such Mortgage
Loans in that Loan Group and (v) Liquidation Proceeds with respect
to the
Mortgage Loans in that Loan Group during the related Prepayment
Period (to the
extent such Liquidation Proceeds relate to interest), less (y)
all
reimbursements to the Master Servicer since the immediately
preceding Due Date
for Advances of interest previously made allocable to such Loan
Group.
Investment
Letter: As defined in Section 5.02(b).
Item 1119
Party: The Depositor, any Seller, the Master Servicer, the
Trustee, any Subservicer, any originator identified in the
Prospectus
Supplement, the 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 Mortgagor) acquires the Primary Insurance Policy
and charges
the related Mortgagor 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) that was
liquidated in
the calendar month preceding the month of such Distribution Date
and as to
which the Master Servicer has determined (in
15
<PAGE>
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: Either Loan Group 1 or Loan Group 2, as applicable.
Loan Group
1: All Mortgage Loans identified as Group 1 Mortgage Loans on
the Mortgage Loan Schedule.
Loan Group
2: All Mortgage Loans identified as Group 2 Mortgage Loans on
the Mortgage Loan Schedule.
Loan-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
that date of
determination and the denominator of which is the Appraised Value
of the
related Mortgaged Property.
Lost
Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Maintenance: With respect to any Cooperative Unit, the rent paid by
the
Mortgagor to the Cooperative Corporation pursuant to the
Proprietary Lease.
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, 0.375%
per annum.
16
<PAGE>
Maximum
Mortgage Rate: With respect to each Mortgage Loan, the maximum
rate of interest set forth as such in the related Mortgage
Note.
Maximum
Negative Amortization: With respect to each Mortgage Loan, the
percentage set forth in the related Mortgage Note as the percentage
of the
original principal balance of such Mortgage Loan, that if exceeded
due to
Deferred Interest, will result in a recalculation of the Scheduled
Payment so
that the then unpaid principal balance of the Mortgage Loan will be
fully
amortized over the Mortgage Loan's remaining term to maturity.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or
any
successor to Mortgage Electronic Registration Systems, Inc.
MERS
Mortgage Loan: Any Mortgage Loan registered with MERS on the
MERS(R) 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.
Minimum
Mortgage Rate: With respect to each Mortgage Loan, the minimum
rate of interest set forth as such in the related Mortgage Note,
which, with
respect to certain Mortgage Loans is equal to the related Gross
Margin.
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 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
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 to this
17
<PAGE>
Agreement as Schedule I, setting forth the following information
with respect
to each Mortgage Loan:
(i) the loan number;
(ii) the Loan Group or Sub-loan Group;
(iii) the Mortgagor's name and the street address of the
Mortgaged
Property, including the zip code;
(iv) the maturity date;
(v) the original principal balance;
(vi) the Cut-off Date Principal Balance;
(vii) the first payment date of the Mortgage Loan;
(viii) the Scheduled Payment in effect as of the Cut-off Date;
(ix) the Loan-to-Value Ratio at origination;
(x) a code indicating whether the residential dwelling at the
time
of origination was represented to be owner-occupied;
(xi) a code indicating whether the residential dwelling is
either
(a) a detached or attached single family dwelling, (b) a
dwelling
in a de minimis PUD, (c) a condominium unit or PUD (other than
a
de minimis PUD) or (d) a two- to four-unit residential property
or
(e) a Cooperative Unit;
(xii) the Mortgage Rate as of the Cut-off Date;
(xiii) the initial Payment Adjustment Date for each Mortgage
Loan;
(xiv) 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;
(xv) the purpose
for the Mortgage Loan;
(xvi) the type of documentation program pursuant to which the
Mortgage Loan was originated;
(xvii) 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;
(xviii) the direct servicer of such Mortgage Loan as of the
Cut-off Date;
18
<PAGE>
(xix) a code indicating whether the Mortgage Loan is a MERS
Mortgage Loan; and
(xx) with respect to each Mortgage Loan, the Gross Margin, the
Mortgage Index, the Maximum Mortgage Rate, the Minimum Mortgage
Rate, the first Adjustment Date, the Payment Adjustment Date
and,
if applicable, the Maximum Negative Amortization for such
Mortgage
Loan.
Such
schedule shall also set forth the total of the amounts
described
under (v)
and (vi) above for all of the Mortgage Loans and for each Loan
Group.
Mortgage
Loans: Such of the mortgage loans as from time to time are
transferred and assigned to the Trustee pursuant to the provisions
of this
Agreement and that are held as a part of the Trust Fund (including
any REO
Property), the mortgage loans so held being identified in the
Mortgage Loan
Schedule, notwithstanding foreclosure or other acquisition of title
of the
related Mortgaged Property.
Mortgage
Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage Loan.
Mortgage
Pool: The aggregate of the Mortgage Loans identified in the
Mortgage Loan Schedule.
Mortgage
Rate: The annual rate of interest borne by a Mortgage Note from
time to time, 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.
MTA: The
twelve-month average monthly yield on U.S. Treasury Securities
adjusted to a constant maturity of one-year, as published by the
Federal
Reserve Board in the Federal Reserve Statistical Release "Selected
Interest
Rates (H.15)".
MTA
Certificates: 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 excess of the amount of the aggregate Prepayment
Interest
Shortfalls for that Loan Group during the related Prepayment Period
over the
sum of (x) the Compensating Interest for such Loan Group and
Distribution Date
and (y) the excess of the Compensating Interest for the other Loan
Group over
the Prepayment Interest Shortfalls for the other Loan Group for
such
Distribution Date.
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<PAGE>
Net Rate
Cap:
With
respect to any Distribution Date and each Class of Group 1
Senior
Certificates, the excess, if any, of (a) the lesser of (i) the
Weighted
Average Adjusted Net Mortgage Rate for Loan Group 1 as of the Due
Date in the
prior calendar month (after giving effect to Principal Prepayments
in the
Prepayment Period related to that prior Due Date) and (ii) the
Available Funds
Rate Cap for Loan Group 1 for that Distribution Date, over (b) the
product of
(A) the interest accrued on the Class 1-X Certificates during the
related
Interest Accrual Period and (B) a fraction, the numerator of which
is 12 and
the denominator of which is the aggregate Class Certificate Balance
of the
Group 1 Senior Certificates immediately prior to that Distribution
Date.
With
respect to any Distribution Date and each Class of Group 2
Senior
Certificates, the product of (a) the excess, if any, of (i) the
lesser of (A)
the Weighted Average Adjusted Net Mortgage Rate for Loan Group 2 as
of the Due
Date in the prior calendar month (after giving effect to Principal
Prepayments
in the Prepayment Period related to that prior Due Date) and (B)
the Available
Funds Rate Cap for the Loan Group 2 for that Distribution Date,
over (ii) the
product of (A) the interest accrued on the Class 2-X Certificates
during the
related Interest Accrual Period and (B) a fraction, the numerator
of which is
12 and the denominator of which is the aggregate Class Certificate
Balance of
the Group 2 Senior Certificates immediately prior to that
Distribution Date,
and (b) a fraction, the numerator of which is 30 and the
denominator of which
is the actual number of days in the related Interest Accrual
Period.
With
respect to any Distribution Date and the Class 2-X
Certificates,
the excess, if any, of (i) the lesser of (A) the Weighted Average
Adjusted Net
Mortgage Rate for Loan Group 2 as of the Due Date in the prior
calendar month
(after giving effect to Principal Prepayments in the Prepayment
Period related
to that prior Due Date) and (B) the Available Funds Rate Cap for
Loan Group 2
for that Distribution Date, over (ii) the sum of (A) One-Year MTA
for the
related Interest Accrual Period and (B) 1.50%.
With
respect to any Distribution Date and each Class of Subordinated
Certificates, the sum of the product of the following for each Loan
Group: (a)
the Group Net Rate Cap with respect to that Loan Group, (b) a
fraction, the
numerator of which is (i) the Subordinated Portion for that Loan
Group, and
the denominator of which is (ii) the excess, if any, of (A) the
aggregate
Stated Principal Balance of the Mortgage Loans as of the Due Date
occurring in
the month preceding the month of that Distribution Date (after
giving effect
to Principal Prepayments in the Prepayment Period related to that
prior Due
Date), over (B) the aggregate Class Certificate Balance of the
Group 1 Senior
Certificates and the Group 2 Senior Certificates immediately prior
to that
Distribution Date; and (c) a fraction, the numerator of which is 30
and the
denominator of which is the actual number of days in the related
Interest
Accrual Period.
Net Rate
Carryover: With respect to any Distribution Date and each Class
of Variable Rate Certificates, an amount equal to the sum of: (a)
the excess
of (i) the amount of interest that such Class would have accrued
for such
Distribution Date had the Pass-Through Rate for that Class and the
related
Interest Accrual Period not been calculated based on the applicable
Net Rate
Cap, over (ii) the amount of interest such Class accrued on such
Distribution
Date based on the applicable Net Rate Cap, and (b) the unpaid
portion of any
such excess from prior Distribution Dates not previously paid,
together with
interest thereon at the then applicable Pass-Through Rate for such
Class,
without giving effect to the applicable Net Rate Cap.
20
<PAGE>
NIM
Insurer: Any insurer guarantying at the request of Countrywide
certain payments under notes backed or secured by the Class C or
Class P
Certificates.
Non-Delay
Certificates: As specified in the Preliminary Statement.
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 the Class 1-X Certificates and any
Distribution Date, the product of (i) the aggregate Stated
Principal Balance
of the Mortgage Loans in Sub-Loan Group 1-X as of the Due Date in
the prior
month (after giving effect to Principal Prepayments in the
Prepayment Period
related to that prior Due Date) and (ii) a fraction, the numerator
of which is
the aggregate Class Certificate Balance of the Group 1 Senior
Certificates,
and the denominator of which is the aggregate Stated Principal
Balance of the
Mortgage Loans in Loan Group 1 as of the Due Date occurring in the
month
preceding the month of such Distribution Date (after giving effect
to
Principal Prepayments in the Prepayment Period related to that
prior Due
Date). With respect to the Class 2-X Certificates and any
Distribution Date,
the aggregate Class Certificate Balance of the Group 2 Senior
Certificates
immediately prior to such Distribution Date.
Notional
Amount Certificates: As specified in the Preliminary Statement.
OC Floor:
An amount equal to 0.50% of the Cut-off Date Pool Principal
Balance.
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.
One-Year
LIBOR: As of any date of determination, the per annum rate
equal to the average of the London interbank offered rates for
one-year U.S.
dollar deposits in the London market, generally as set forth in
either The
Wall Street Journal or some other source generally accepted in the
residential
mortgage loan origination business and specified in the related
Mortgage Note,
or, if such rate ceases to be published in The Wall Street Journal
or becomes
21
<PAGE>
unavailable for any reason, then based upon a new index selected by
the Master
Servicer, based on comparable information, in each case, as most
recently
announced as of either 45 days prior to, or the first business day
of the
month immediately preceding the month of, such Adjustment Date.
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 Date: The first Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans is less
than or equal
to 10% of the Cut-off Date Pool Principal Balance.
Original
Mortgage Loan: The mortgage loan refinanced in connection with
the origination of a Refinancing Mortgage Loan.
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 the end of the related
Prepayment Period
and which did not become a Liquidated Mortgage Loan prior to the
end of the
related Prepayment Period.
Overcollateralization Target Amount: With respect to any
Distribution
Date (a) prior to the Stepdown Date, an amount equal to 0.500% of
the Cut-off
Date Pool Principal Balance and (b) on or after the Stepdown Date,
the greater
of (i) (x) for any Distribution Date on or after the Stepdown Date,
but prior
to the Distribution Date in February 2013, an amount equal to
1.250% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the
Due Date in
the month of that Distribution Date (after giving effect to
Principal
Prepayments received in the related Prepayment Period) and (y) for
any
Distribution Date on or after the Stepdown Date and on or after
the
Distribution Date in February 2013, an amount equal to 1.000% of
the aggregate
Stated
22
<PAGE>
Principal Balance of the Mortgage Loans as of the Due Date in the
month of
that Distribution Date (after giving effect to Principal
Prepayments received
in the related Prepayment Period) and (ii) the OC Floor; provided,
however,
that if a Trigger Event is in effect on any Distribution Date,
the
Overcollateralization Target Amount will be the
Overcollateralization Target
Amount as in effect for the prior Distribution Date.
Overcollateralized
Amount: For any Distribution Date, the amount, if
any, by which (x) the aggregate Stated Principal Balance of the
Mortgage Loans
as of the Due Date in the month of that Distribution Date (after
giving effect
to Principal Prepayments received in the related Prepayment Period)
exceeds
(y) the aggregate Class Certificate Balance of the Offered
Certificates as of
such Distribution Date (after giving effect to distributions of the
Principal
Remittance Amount for each Loan Group to be made on such
Distribution Date).
Overcollateralization Deficiency Amount: For any Distribution Date,
the
amount, if any, by which the Overcollateralization Target Amount
exceeds the
Overcollateralized Amount on such Distribution Date (after giving
effect to
distributions in respect of the Available Funds on such
Distribution Date).
Ownership
Interest: As to any Residual Certificate, any ownership
interest in such Certificate including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect,
legal or beneficial.
Park
Granada: Park Granada LLC, a Delaware limited liability
company,
and its successors and assigns, in its capacity as the seller of
the Park
Granada Mortgage Loans to the Depositor.
Park
Granada Mortgage Loans: The Mortgage Loans identified as such
on
the Mortgage Loan Schedule for which Park Granada is the applicable
Seller.
Park
Monaco: Park Monaco Inc., a Delaware corporation, and its
successors and assigns, in its capacity as the seller of the Park
Monaco
Mortgage Loans to the Depositor.
Park
Monaco Mortgage Loans: The Mortgage Loans identified as such on
the
Mortgage Loan Schedule for which Park Monaco is the applicable
Seller.
Park
Sienna: Park Sienna LLC, a Delaware limited liability company,
and
its successors and assigns, in its capacity as the seller of the
Park Sienna
Mortgage Loans to the Depositor.
Park
Sienna Mortgage Loans: The Mortgage Loans identified as such on
the
Mortgage Loan Schedule for which Park Sienna is the applicable
Seller.
Pass-Through Margin: With respect to the Interest Accrual Period
for any
Distribution Date and Class of Floating Rate Certificates, the per
annum rate
indicated in the following table:
Class of Certificates
Pass-Through Margin
---------------------
-------------------
(1)
(2)
----------
----------
Class 1-A-1..................................
0.840%
0.840%
Class 1-A-2..................................
0.840%
0.840%
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<PAGE>
Class 1-A-3..................................
0.840%
0.840%
Class 2-A-1..................................
0.130%
0.260%
Class 2-A-2..................................
0.260%
0.520%
Class 2-A-3..................................
0.210%
0.420%
Class M-1....................................
0.380%
0.570%
Class M-2....................................
0.400%
0.600%
Class M-3....................................
0.440%
0.660%
Class M-4....................................
0.600%
0.900%
Class M-5....................................
0.630%
0.945%
Class M-6....................................
1.000%
1.500%
Class M-7....................................
2.250%
3.375%
-----------
(1) For the
Interest Accrual Period related to any Distribution Date
occurring
on or prior to the Optional Termination Date.
(2) For the
Interest Accrual Period related to any Distribution Date
occurring
after the Optional Termination Date.
Pass-Through Rate:
With
respect to each Class of Group 1 Senior Certificates and the
Interest Accrual Period related to any Distribution Date, a per
annum rate
equal to the lesser of (a) the sum of (i) One-Year MTA for such
Interest
Accrual Period and (ii) the Pass-Through Margin for such Class and
Interest
Accrual Period and (b) the Net Rate Cap for such Class for such
Distribution
Date.
With
respect to each Class of LIBOR Certificates and the Interest
Accrual Period related to any Distribution Date, a per annum rate
equal to the
lesser of (a) the sum of (i) One-Month LIBOR for such Interest
Accrual Period
and (ii) the Pass-Through Margin for such Class and Interest
Accrual Period
and (b) the Net Rate Cap for such Class for such Distribution
Date.
With
respect to the Class 1-X Certificates and the Interest Accrual
Period related to any Distribution Date, the per annum rate set
forth in the
Preliminary Statement.
With respect to
the Class 2-X Certificates and the Interest Accrual
Period related to any Distribution Date, a per annum rate equal to
the lesser
of (a) the excess, if any, of (i) the Weighted Average Adjusted Net
Mortgage
Rate for Loan Group 2, over (ii) the sum of (A) One-Year MTA for
such Interest
Accrual Period and (B) 1.50%, and (b) the Net Rate Cap for such
Class for such
Distribution Date.
Payment
Adjustment Date: For each Mortgage Loan, the date specified in
the related Mortgage Note as the annual date on which the related
Scheduled
Payment will be adjusted.
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. With
respect to the Class C, Class P, Class R-X and Class A-R
Certificates, the
portion of the Class evidenced thereby, expressed as a percentage,
as stated
on the face of such Certificate.
Performance Certification: As defined in Section 11.05.
24
<PAGE>
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;
(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, and
reasonably acceptable to the NIM Insurer, as evidenced by a
signed
writing delivered by the NIM Insurer;
25
<PAGE>
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)(1)
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 created under this
Agreement 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,
association, limited liability company, 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.
Pool
Stated Principal Balance: The aggregate of the Stated Principal
Balances of the Outstanding Mortgage Loans.
26
<PAGE>
Prepayment
Charge: With respect to any Mortgage Loan, the charges or
premiums, if any, due in connection with a full or partial
prepayment of such
Mortgage Loan within the related Prepayment Charge Period in
accordance with
the terms thereof.
Prepayment
Charge Amount: As to any Loan Group and Distribution Date,
the sum of the Prepayment Charges collected on the related Mortgage
Loans
during the related Prepayment Period and any amounts paid pursuant
to Section
3.20 with respect to such Loan Group and Distribution Date.
Prepayment
Charge Period: With respect to any Mortgage Loan, the period
of time during which a Prepayment Charge may be imposed.
Prepayment
Charge Schedule: As of the Cut off Date with respect to each
Mortgage Loan, a list attached hereto as Schedule VII (including
the
prepayment charge summary attached thereto), setting forth the
following
information with respect to each Prepayment Charge:
(i) the Mortgage Loan identifying number;
(ii) a code indicating the type of Prepayment Charge;
(iii) the state of origination of the related Mortgage Loan;
(iv) the date on which the first monthly payment was due on the
related
Mortgage Loan;
(v) the term of the related Prepayment Charge; and
(vi) the principal balance of the related Mortgage Loan as of
the
Cut off
Date.
As of the
Closing Date, the Prepayment Charge Schedule shall contain the
necessary information for each Mortgage Loan. The Prepayment Charge
Schedule
shall be amended from time to time by the Master Servicer in
accordance with
the provisions of this Agreement and a copy of each related
amendment shall be
furnished by the Master Servicer to the Class P and Class C
Certificateholders
and the NIM Insurer.
Prepayment
Interest Excess: As to any Principal Prepayment received by
the Master Servicer from the first day through the fifteenth day of
any
calendar month (other than the calendar month in which the Cut-off
Date
occurs), all amounts paid by the related Mortgagor in respect of
interest on
such Principal Prepayment. All Prepayment Interest Excess shall be
paid to the
Master Servicer as additional master servicing compensation.
Prepayment
Interest Shortfall: As to any Distribution Date, Mortgage
Loan and Principal Prepayment received on or after the sixteenth
day of the
month preceding the month of such Distribution Date (or, in the
case of the
first Distribution Date, on or after January 1, 2007) and on or
before the
last day of the month preceding the month of such Distribution
Date, the
amount, if any, by which one month's interest at the related
Mortgage Rate,
net of the related Master Servicing Fee Rate, on such Principal
Prepayment
exceeds the amount of interest paid in connection with such
Principal
Prepayment.
27
<PAGE>
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 in which the Distribution Date occurs (or, in the case of the
first
Distribution Date, from January 1, 2007) through the 15th day of
the calendar
month in which the Distribution Date occurs.
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
Distribution Amount: With respect to each Distribution Date,
the excess, if any of (1) the aggregate Class Certificate Balance
of the
Senior Certificates and the Subordinated Certificates immediately
prior to
such Distribution Date, over (2) the excess, if any, of (a) the
aggregate
Stated Principal Balance of the Mortgage Loans as of the Due Date
in the month
of that Distribution Date (after giving effect to Principal
Prepayments
received in the related Prepayment Period), over (b) the
Overcollateralization
Target Amount for such Distribution Date.
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
Remittance Amount: As to any Distribution Date and any Loan
Group, (x) the sum, without duplication, 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) collected or
advanced on
each Mortgage Loan in that Loan Group (other than a Liquidated
Mortgage Loan)
on the related Due Date, (b) the principal portion of the Purchase
Price of
each Mortgage Loan in that Loan Group that was repurchased by the
applicable
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 that 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 that 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 that Loan Group that became a Liquidated Mortgage
Loan during
the related Prepayment Period, the amount of the Liquidation
Proceeds
allocable to principal received during such Prepayment Period with
respect to
such Mortgage Loan, (f) all Principal Prepayments on the Mortgage
Loans in
that Loan Group received during the related Prepayment Period and
(g) any
Subsequent Recoveries on the Mortgage Loans in that Loan Group
received during
the related Prepayment Period minus (y) all non-recoverable
Advances on the
Mortgage Loans in that Loan Group relating to principal and
28
<PAGE>
certain expenses reimbursable pursuant to Section 6.03 and
reimbursed since
the immediately preceding Due Date.
Principal
Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 3.05(c) in
the name of
the Trustee for the benefit of the Holders of the Class P
Certificates and
designated "The Bank of New York in trust for registered holders of
CWALT,
Inc., Alternative Loan Trust 2007-OA2, Mortgage Pass-Through
Certificates,
Series 2007-OA2." Funds in the Principal Reserve Fund shall be held
in trust
for the Holders of the Class P Certificates for the uses and
purposes set
forth in this Agreement.
Private
Certificate: As specified in the Preliminary Statement.
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 14, 2007
relating to the Offered Certificates.
PUD:
Planned Unit Development.
Purchase
Price: With respect to any Mortgage Loan required to be
purchased by the applicable Seller pursuant to Section 2.02 or 2.03
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 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
29
<PAGE>
"Rating Agency" under the Underwriter's Exemption, as is designated
by the
Depositor, notice of which designation shall be given to the
Trustee.
References in this Agreement 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 Mortgage Loan, the amount of Realized Losses with
respect to
that Mortgage Loan will be reduced by the amount of such
Subsequent
Recoveries.
Recognition Agreement: With respect to any Cooperative Loan, an
agreement between the Cooperative Corporation and the originator of
such
Mortgage Loan which establishes the rights of such originator in
the
Cooperative Property.
Record
Date: With respect to any Distribution Date and the Delay
Certificates, the last Business Day of the month preceding the
month of a
Distribution Date. With respect to any Distribution Date and the
Non-Delay
Certificates, the Business Day immediately preceding such
Distribution Date,
or if such Certificates are no longer Book-Entry Certificates, the
last
Business Day of the month preceding the month of such Distribution
Date.
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.
30
<PAGE>
Relief
Act: The Servicemembers Civil Relief Act and any similar state
or
local laws.
REMIC: A
"real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC
Subordinate WAC Cap: the Net Rate Cap in respect of the
Subordinate Certificates, adjusted for this purpose by excluding
from the
definition thereof, the related Available Funds Rate Cap.
REMIC 1-P:
As defined in the Preliminary Statement.
REMIC 1-P
Interest: Each interest in REMIC 1-P as described in the
Preliminary Statement.
REMIC 1-P
Regular Interest: Each REMIC 1-P Interest other than the Class
R-1-P Interest.
REMIC 2-P:
As defined in the Preliminary Statement.
REMIC 2-P
Interest: Each interest in REMIC 2-P as described in the
Preliminary Statement.
REMIC 2-P
Regular Interest: Each REMIC 2-P Interest other than the Class
R-2-P Interest.
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 C:
As defined in the Preliminary Statement.
REMIC C
Interest: Each interest in REMIC C as described in the
Preliminary Statement.
REMIC C
Regular Interest: Each REMIC C Interest other than the Class
R-C
Interest.
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
31
<PAGE>
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,
the
Counterparty any enhancement or support provider contemplated by
Items 1114(b)
or 1115 of Regulation AB, or any other material party contemplated
by Item
1101(d)(1) of Regulation AB;
(d) with
respect to the Trustee, the Master Servicer and the Depositor
only, the occurrence of an early amortization, performance trigger
or other
event, including an Event of Default under this Agreement;
(e) the
resignation, removal, replacement, substitution of the Master
Servicer, any Subservicer or the Trustee;
(f) with
respect to the Master Servicer only, if the Master Servicer
becomes aware that (i) any material enhancement or support
specified in Item
1114(a)(1) through (3) of Regulation AB or Item 1115 of Regulation
AB that was
previously applicable regarding one or more classes of the
Certificates has
terminated other than by expiration of the contract on its stated
termination
date or as a result of all parties completing their obligations
under such
agreement; (ii) any material enhancement specified in Item
1114(a)(1) through
(3) of Regulation AB or Item 1115 of Regulation AB has been added
with respect
to one or more Classes of the Certificates; or (iii) any existing
material
enhancement or support specified in Item 1114(a)(1) through (3) of
Regulation
AB or Item 1115 of Regulation AB with respect to one or more
Classes of the
Certificates has been materially amended or modified; and
(g) with
respect to the Trustee, the Master Servicer and the Depositor
only, a required distribution to Holders of the Certificates is not
made as of
the required Distribution Date under this Agreement.
Reporting
Subcontractor: With respect to the Master Servicer or the
Trustee, any Subcontractor determined by such Person pursuant to
Section
11.08(b) to be "participating in the servicing function" within the
meaning of
Item 1122 of Regulation AB. References to a Reporting Subcontractor
shall
refer only to the Subcontractor of such Person and shall not refer
to
Subcontractors generally.
Request
for Release: The Request for Release submitted by the Master
Servicer to the Trustee, substantially in the form of Exhibits M
and N to this
Agreement, as appropriate.
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.
32
<PAGE>
Reserve
Trigger Amount: For each Distribution Date up to and including
the Distribution Date in February 2010, the amount specified in the
table
attached as Schedule VIII hereto.
Reserve
Trigger Event: With respect to any Distribution Date prior to
the Distribution Date in February 2010, the aggregate Stated
Principal Balance
of the Mortgage Loans in Sub-Loan Group 1-X and Loan Group 2 is
less than the
Reserve Trigger Amount for such Distribution Date.
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.
Rolling
Sixty-Day Delinquency Rate: With respect to any Distribution
Date on or after the Stepdown Date, the average of the Sixty-Day
Delinquency
Rates for such Distribution Date and the two immediately
preceding
Distribution Dates.
S&P:
Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. If
S&P is designated as a Rating Agency in the Preliminary
Statement, for
purposes of Section 10.05(b) the address for notices to S&P
shall be Standard
& Poor's, 55 Water Street, New York, New York 10041, Attention:
Mortgage
Surveillance Monitoring, or such other address as S&P may
hereafter furnish to
the Depositor and the Master Servicer.
Sarbanes-Oxley Certification: As defined in Section 11.05.
Scheduled
Balances: Not applicable.
Scheduled 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 in this Agreement, 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.
Securities
Act: The Securities Act of 1933, as amended.
Seller:
Countrywide, Park Granada, Park Monaco or Park Sienna, as
applicable.
Senior
Certificates: As specified in the Preliminary Statement.
Senior
Enhancement Percentage: With respect to a Distribution Date on
and after the Stepdown Date, the fraction (expressed as a
percentage) (1) the
numerator of which is the excess of (a) the aggregate Stated
Principal Balance
of the Mortgage Loans for the preceding Distribution Date over (b)
(i) before
the Class Certificate Balances of the Senior Certificates have been
reduced to
zero, the sum of the Class Certificate Balances of the Senior
Certificates, or
33
<PAGE>
(ii) after the Class Certificate Balances of the Senior
Certificates have been
reduced to zero, the Class Certificate Balance of the most senior
Class of
Subordinated Certificates outstanding as of the Business Day
immediately
preceding the Distribution Date in the calendar month prior to the
month of
such Distribution Date and (2) the denominator of which is the
aggregate
Stated Principal Balance of the Mortgage Loans for the preceding
Distribution
Date.
Senior
Principal Distribution Amount: For any Distribution Date, the
excess of:
(1) the
aggregate Class Certificate Balance of the Senior Certificates
immediately prior to such Distribution Date, over
(2) the
lesser of (A) the product of (i) (x) 77.1253123449% on any
Distribution Date on or after the Stepdown Date and prior to the
Distribution
Date in February 2013 or (y) 81.7002498759% on any Distribution
Date on or
after the Stepdown Date and on or after the Distribution Date in
February 2013
and (ii) the aggregate Stated Principal Balance of the Mortgage
Loans as of
the Due Date in the month of that Distribution Date (after giving
effect to
Principal Prepayments received in the related Prepayment Period)
and (B) the
aggregate Stated Principal Balance of the Mortgage Loans as of the
Due Date in
the month of that Distribution Date (after giving effect to
Principal
Prepayments received in the related Prepayment Period) minus the OC
Floor.
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.
Sixty-Day
Delinquency Rate: With respect to any Distribution Date on or
after the Stepdown Date, a fraction, expressed as a percentage, the
numerator
of which is the aggregate Stated Principal Balance for such
Distribution Date
of all Mortgage Loans 60 or more days delinquent as of the close of
business
on the last day of the calendar month preceding such Distribution
Date
(including Mortgage Loans in foreclosure, bankruptcy and REO
Properties) and
the denominator of which is the aggregate Stated Principal Balance
for such
Distribution Date of the Mortgage Loans as of the related Due Date
(after
giving effect to Principal Prepayments received in the related
Prepayment
Period).
Startup
Day: The Closing Date.
34
<PAGE>
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), plus any Deferred Interest added
to the
principal balance of that Mortgage Loan pursuant to the terms of
the related
Mortgage Note on or prior to that Due Date, minus to 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 Losses 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.
Stepdown
Date: The earlier to occur of: (1) the Distribution Date after
the Distribution Date on which the aggregate Class Certificate
Balance of the
Senior Certificates is reduced to zero, and (2) the later to occur
of (x) the
Distribution Date in February 2010 and (y) the first Distribution
Date on
which a fraction, the numerator of which is the excess of the
aggregate Stated
Principal Balance of the Mortgage Loans as of the Due Date in the
month
preceding the month in which that Distribution Date occurs (after
giving
effect to Principal Prepayments in the Prepayment Period related to
that prior
Due Date) over the aggregate Class Certificate Balance of the
Senior
Certificates immediately prior to that Distribution Date, and the
denominator
of which is the aggregate Stated Principal Balance of the Mortgage
Loans as of
the Due Date in the month of the current Distribution Date (after
giving
effect to Principal Prepayments received in the Prepayment Period
related to
that Due Date) is greater than or equal to (a) 22.8746876551%, on
any
Distribution Date prior to the Distribution Date in February 2013,
and (b)
18.2997501241%, on any Distribution Date on or after the
Distribution Date in
February 2013.
Stepdown
Target Subordination Percentage: With respect to any Class of
Subordinated Certificates, the respective percentage indicated in
the
following table:
<TABLE>
<CAPTION>
Stepdown Target Subordination Stepdown
Target Subordination
Percentage (1)
Percentage (2)
-----------------------------
-----------------------------
<S>
<C>
<C>
Class M-1............................
16.8749038200%
13.4999230560%
Class M-2............................
11.4998174181%
9.1998539344%
Class M-3............................
9.8747826128%
7.8998260903%
Class M-4............................
6.7505486479%
5.4004389183%
Class M-5............................
5.5004069825%
4.4003255860%
Class M-6............................
3.3750167915%
2.7000134332%
Class M-7............................
1.2500000000%
1.0000000000%
</TABLE>
(1) For any Distribution Date on or after the Distribution Date in
February
2010 and prior to the Distribution Date in February 2013.
(2) For any Distribution Date on or after the Distribution Date in
February
2013.
Streamlined Documentation Mortgage Loan: Any Mortgage Loan
originated
pursuant to Countrywide's Streamlined Loan Documentation Program
then in
effect. For the purposes of
35
<PAGE>
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.
Subcontractor: Any vendor, subcontractor or other Person that is
not
responsible for the overall servicing (as "servicing" is commonly
understood
by participants in the mortgage-backed securities market) of
Mortgage Loans
but performs one or more discrete functions identified in Item
1122(d) of
Regulation AB with respect to the Mortgage Loans under the
direction or
authority of the Master Servicer or a Subservicer or the Trustee,
as the case
may be.
Sub-Loan
Group 1-X: All Mortgage Loans identified as Group 1-X Mortgage
Loans on the Mortgage Loan Schedule.
Subordinated Certificates: As specified in the Preliminary
Statement.
Subordinated Class Principal Distribution Amount: With respect to
any
Class of Subordinated Certificates and Distribution Date, the
excess of: (1)
the sum of: (a) the aggregate Class Certificate Balance of the
Senior
Certificates (after taking into account the distribution of the
Senior
Principal Distribution Amount for such Distribution Date), (b) the
aggregate
Class Certificate Balance of any Class(es) of Subordinated
Certificates that
are senior to the subject Class (in each case, after taking into
account
distribution of the Subordinated Class Principal Distribution
Amount(s) for
such more senior Class(es) of Certificates for such Distribution
Date), and
(c) the Class Certificate Balance of the subject Class of
Subordinated
Certificates immediately prior to such Distribution Date over (2)
the lesser
of (a) the product of (x) 100% minus the Stepdown Target
Subordination
Percentage for the subject Class of Certificates and (y) the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date
(after
giving effect to Principal Prepayments received in the related
Prepayment
Period) and (b) the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date (after giving effect to Principal
Prepayments
received in the related Prepayment Period) minus the OC Floor;
provided,
however, that if such Class of Subordinated Certificates is the
only Class of
Subordinated Certificates outstanding on such Distribution Date,
that Class
will be entitled to receive the entire remaining Principal
Distribution Amount
for Aggregate Loan until its Class Certificate Balance is reduced
to zero.
Subordinated Portion: With respect to any Distribution Date and
Loan
Group, the excess of (i) the aggregated Stated Principal Balance of
the
Mortgage Loans in that Loan Group as of the Due Date in the prior
month (after
giving effect to Principal Prepayments in the Prepayment Period
related to
that prior Due Date) over (ii) the aggregate Class Certificate
Balance of the
related Senior Certificates immediately prior to such Distribution
Date.
Subsequent
Periodic Rate Cap: As to each Mortgage Loan and the related
Mortgage Note, the provision therein that limits permissible
increases and
decreases in the Mortgage Rate on the each Adjustment Date after
the first
Adjustment Date for that Mortgage Loan to not more than the amount
set forth
therein.
Subsequent
Recoveries: As to any Distribution Date and Loan Group, with
respect to a Liquidated Mortgage Loan in that Loan Group that
resulted in a
Realized Loss in a prior calendar
36
<PAGE>
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 after the classification
of such
Mortgage Loan as a 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.
Substitute
Mortgage Loan: A Mortgage Loan substituted by the applicable
Seller for a Deleted Mortgage Loan which must, on the date of
such
substitution, as confirmed in a Request for Release, substantially
in the form
of Exhibit M, (i) have a Stated Principal Balance, after deduction
of the
principal portion of the Scheduled Payment due in the month of
substitution,
not in excess of, and not more than 10% less than the Stated
Principal Balance
of the Deleted Mortgage Loan; (ii) be accruing interest at a rate
no lower
than and not more than 1% per annum higher than, that of the
Deleted Mortgage
Loan; (iii) have a Loan-to-Value Ratio no higher than that of the
Deleted
Mortgage Loan; (iv) have a remaining term to maturity no greater
than (and not
more than one year less than that of) the Deleted Mortgage Loan;
(v) have a
Maximum Mortgage Rate no lower than and not more than 1% per annum
higher
than, that of the Deleted Mortgage Loan; (vi) have a Minimum
Mortgage Rate
specified in its related mortgage note not more than 1% per annum
higher or
lower than the Minimum Mortgage Rate of the Deleted Mortgage Loan;
(vii) have
the same Mortgage Index and Mortgage Index reset period as the
Deleted
Mortgage Loan and a Gross Margin not more than 1% per annum higher
or lower
than that of the Deleted Mortgage Loan; (viii) not be a Cooperative
Loan
unless the Deleted Mortgage Loan was a Cooperative Loan; (ix) if
applicable,
have the same Maximum Negative Amortization, payment cap and recast
provisions
as the Deleted Mortgage Loan; and (x) comply with each
representation and
warranty set forth in Section 2.03.
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(h).
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 Certificates and the Counterparty 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.
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.
Terminator: As defined in Section 9.01.
37
<PAGE>
Transaction Documents: This Agreement, the Corridor Contract,
the
Corridor Floor Contract and any other document or agreement entered
into in
connection with the Trust Fund, the Certificates or the Mortgage
Loans.
Transfer:
Any direct or indirect transfer or sale of any Ownership
Interest in a Residual Certificate.
Trigger
Event: With respect to a Distribution Date on or after the
Stepdown Date, the existence of either a Delinquency Trigger Event
or a
Cumulative Loss Trigger Event with respect to that Distribution
Date.
Trust Fund: The corpus
of the trust created under this Agreement
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 of the Mortgage Loans;
(ii) the
Certificate Account, the Distribution Account and the Carryover
Reserve Fund,
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.
Trustee:
The Bank of New York and its successors and, if a successor
trustee is appointed under this Agreement, 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.
Underwriters: As specified in the Preliminary Statement.
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.
Unpaid
Realized Loss Amount: For any Class of Certificates, (x) the
portion of the aggregate Applied Realized Loss Amount previously
allocated to
that Class remaining unpaid from prior Distribution Dates minus (y)
any
increase in the Class Certificate Balance of that Class due to the
receipt of
Subsequent Recoveries to the Class Certificate Balance of that
Class pursuant
to Section 4.02(j).
Variable
Rate Certificates: The LIBOR Certificates, the MTA Certificates
and the Class 2-X Certificates.
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
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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), (b) 1% of
all Voting
Rights shall be allocated to each of the Class A-R, Class C, Class
1-P and
Class 2-P Certificates, and (c) the remaining Voting Rights shall
be allocated
among Holders of the remaining Classes of Certificates in
proportion to the
Certificate Balances of their respective Certificates on such
date.
Weighted
Average Adjusted Net Mortgage Rate: For any Distribution Date
and Loan Group, the average of the Adjusted Net Mortgage Rate of
each Mortgage
Loan in that Loan Group, weighted on the basis of its Stated
Principal Balance
as of the Due Date occurring in the month preceding the month of
that
Distribution Date (after giving effect to Principal Prepayments in
the
Prepayment Period related to that prior Due Date).
SECTION
1.02. Certain
Interpretive Provisions.
All terms
defined in this Agreement shall have the defined meanings when
used in any certificate, agreement or other document delivered
pursuant hereto
unless otherwise defined therein. For purposes of this Agreement
and all such
certificates and other documents, unless the context otherwise
requires: (a)
accounting terms not otherwise defined in this Agreement, and
accounting terms
partly defined in this Agreement to the extent not defined, shall
have the
respective meanings given to them under generally accepted
accounting
principles; (b) the words "hereof," "herein" and "hereunder" and
words of
similar import refer to this Agreement (or the certificate,
agreement or other
document in which they are used) as a whole and not to any
particular
provision of this Agreement (or such certificate, agreement or
document); (c)
references to any Section, Schedule or Exhibit are references to
Sections,
Schedules and Exhibits in or to this Agreement, and references to
any
paragraph, subsection, clause or other subdivision within any
Section or
definition refer to such paragraph, subsection, clause or other
subdivision of
such Section or definition; (d) the term "including" means
"including without
limitation"; (e) references to any law or regulation refer to that
law or
regulation as amended from time to time and include any successor
law or
regulation; (f) references to any agreement refer to that agreement
as amended
from time to time; (g) references to any Person include that
Person's
permitted successors and assigns; and (h) a Mortgage Loan is "30
days
delinquent" if any Scheduled Payment has not been received by the
close of
business on the day immediately preceding the Due Date on which the
next
Scheduled Payment is due. Similarly for "60 days delinquent," "90
days
delinquent" and so on.
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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 of this
Agreement, 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
applicable 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 or
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 in this Agreement
by such
Seller or to repurchase or substitute for any affected Mortgage
Loan in
accordance herewith.
(c) In
connection with the transfer and assignment set forth in clause
(b) above, the Depositor has delivered or caused to be delivered to
the
Trustee (or, in the case of the Delay Delivery Mortgage Loans, will
deliver or
cause to be delivered to the Trustee within thirty (30) days
following the
Closing Date) for the benefit of the Certificateholders the
following
documents or instruments with respect to each Mortgage Loan so
assigned:
(i) (A) the
original Mortgage Note endorsed by manual or
facsimile
signature in blank in the following form: "Pay to the order of
____________ without recourse," with all intervening
endorsements
showing a
complete chain of endorsement from the originator to the
Person
endorsing the Mortgage Note (each such endorsement being
sufficient
to transfer all right, title and interest of the party so
endorsing,
as noteholder or assignee thereof, in and to that Mortgage
Note);
or
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(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 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, 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 (which may be
included
in a blanket assignment or assignments), together with, except
as
provided below, all interim recorded assignments of such
mortgage
(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
of the
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 applicable Seller's interest in the
Coop
Shares and the Proprietary Lease; and
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<PAGE>
(F) The executed UCC-3 financing statements or other
appropriate UCC financing statements required by state law,
evidencing a complete and unbroken line 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, (b) all interim recorded assignments or (c) 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
such interim assignment, 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,
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<PAGE>
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 twenty (120) days after such
transfer and
assignment, the Trustee shall (A) as the assignee thereof, affix
the following
language to each assignment of Mortgage: "CWALT, Inc., Series
2007-OA2, 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.
Notwithstanding anything to the contrary in this Agreement,
within
thirty (30) days after the Closing Date with respect to the
Mortgage Loans,
Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and
Park Sienna) shall either (i) deliver to the Depositor, or at the
Depositor's
direction, to the Trustee or other designee of the Depositor the
Mortgage File
as required pursuant to this Section 2.01 for each Delay Delivery
Mortgage
Loan or (ii) either (A) substitute a Substitute Mortgage Loan for
the Delay
Delivery Mortgage Loan or (B) repurchase the Delay Delivery
Mortgage Loan,
which substitution or repurchase shall be accomplished in the
manner and
subject to the conditions set forth in Section 2.03 (treating each
Delay
Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of
such Section
2.03); provided, however, that if Countrywide fails to deliver a
Mortgage File
for any Delay Delivery Mortgage Loan within the thirty (30)-day
period
provided in the prior sentence, Countrywide (on its own behalf and
on behalf
of Park Granada, Park Monaco and Park Sienna) shall use its best
reasonable
efforts to effect a substitution, rather than a repurchase of, such
Deleted
Mortgage Loan and provided further that the cure period provided
for in
Section 2.02 or in Section 2.03 shall not apply to the initial
delivery of the
Mortgage File for such Delay Delivery Mortgage Loan, but rather
Countrywide
(on its own behalf and on behalf of Park Granada, Park Monaco and
Park Sienna)
shall have five (5) Business Days to cure such failure to deliver.
At the end
of such thirty (30)-day period the Trustee shall send a Delay
Delivery
Certification for the Delay Delivery Mortgage Loans delivered
during such
thirty (30)-day period in accordance with the provisions of Section
2.02.
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Each
Seller has entered into this Agreement in consideration for the
purchase of the Mortgage Loans sold by such Seller to the Depositor
and has
agreed to take the actions specified herein. The Depositor,
concurrently with
the execution and delivery of this Agreement, hereby sells,
transfers, assigns
and otherwise conveys to the Trustee for the use and benefit of
the
Certificateholders, without recourse, all right title and interest
in the
portion of the Trust Fund not otherwise conveyed to the Trust Fund
pursuant to
Sections 2.01(a) or (b).
(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 (an
"Initial
Certification") and declares that it holds and will hold such
documents and
the other documents delivered to it constituting the Mortgage
Files, and that
it holds or will hold such other assets as are included in the
Trust Fund, in
trust for the exclusive use and benefit of all present and
future
Certificateholders. The Trustee acknowledges that it will maintain
possession
of the Mortgage Notes in the State of California, unless otherwise
permitted
by the Rating Agencies.
The
Trustee agrees to execute and deliver on the Closing Date to
the
Depositor, the Master Servicer and Countrywide (on its own behalf
and on
behalf of Park Granada, Park Monaco and Park Sienna) an Initial
Certification
in the form annexed to this Agreement as Exhibit F. 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 the Mortgage Loans. 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 (a "Delay Delivery Certification"), 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 (a
"Final Certification"), 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 that 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
44
<PAGE>
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) that 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, if any, and any substitution pursuant to (a) above
shall not be
effected prior to the additional delivery to the Trustee of a
Request for
Release substantially in the form of Exhibit N. No substitution is
permitted
to be made in any calendar month after the Determination Date for
such month.
The Purchase Price for any such Mortgage Loan shall be deposited
by
Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and
Park Sienna) in the Certificate Account on or prior to the
Distribution
Account Deposit Date for the Distribution Date in the month
following the
month of repurchase and, upon receipt of such deposit and
certification with
respect thereto in the form of Exhibit N hereto, the Trustee shall
release the
related Mortgage File to Countrywide (on its own behalf and on
behalf of Park
Granada, Park Monaco and Park Sienna) and shall execute and deliver
at
Countrywide's (on its own behalf and on behalf of Park Granada,
Park Monaco
and Park Sienna) request such instruments of transfer or assignment
prepared
by Countrywide, in each case without recourse, as shall be
necessary to vest
in Countrywide (on its own behalf and on behalf of Park Granada,
Park Monaco
and Park Sienna), or its designee, the Trustee's interest in any
Mortgage Loan
released pursuant hereto. If pursuant to the foregoing provisions
Countrywide
(on its own behalf and on behalf of Park Granada, Park Monaco and
Park Sienna)
repurchases a 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.
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<PAGE>
(b)
[Reserved].
(c)
[Reserved].
(d) The
Trustee shall retain possession and custody of each Mortgage
File in accordance with and subject to the terms and conditions set
forth in
this Agreement. The Master Servicer shall promptly deliver to the
Trustee,
upon the execution or receipt thereof, the originals of such other
documents
or instruments constituting the Mortgage File as come into the
possession of
the Master Servicer from time to time.
(e) It is
understood and agreed that the respective obligations of each
Seller to substitute for or to purchase any Mortgage Loan sold to
the
Depositor by it which does not meet the requirements of Section
2.01 above
shall constitute the sole remedy respecting such defect available
to the
Trustee, the Depositor and any Certificateholder against that
Seller.
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 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-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.
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<PAGE>
(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 and the NIM
Insurer.
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) that 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, 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 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
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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 of this Agreement or such
other date set
forth in this Agreement 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.
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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), together with all rights of the Depositor to
require a 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 and the NIM Insurer.
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 under this Agreement 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 and the
NIM
Insurer. 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 to this Section 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.
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<PAGE>
SECTION
2.07. REMIC
Matters.
The
Preliminary Statement sets forth the designations and "latest
possible maturity date" for federal income tax purposes of all
interests
created hereby. The "Startup Day" for purposes of the REMIC
Provisions shall
be the Closing Date. The "tax matters person" with respect to each
REMIC
hereunder shall be the Trustee and the Trustee shall hold the Tax
Matters
Person Certificate. Each REMIC's fiscal year shall be the calendar
year.
SECTION
2.08. Covenants of the
Master Servicer.
The Master
Servicer hereby covenants to the Depositor and the Trustee as
follows:
(a) the
Master Servicer shall comply in the performance of its
obligations under this Agreement with all reasonable rules and
requirements of
the insurer under each Required Insurance Policy; and
(b) no
written information, certificate of an officer, statement
furnished in writing or written report delivered to the Depositor,
any
affiliate of the Depositor or the Trustee and prepared by the
Master Servicer
pursuant to this Agreement will contain any untrue statement of a
material
fact or omit to state a material fact necessary to make such
information,
certificate, statement or report not misleading.
50
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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, subject to the
terms of this
Agreement (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 3.01
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 under this
Agreement 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.
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<PAGE>
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 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
Servicers.
(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 under this
Agreement;
provided, however, that the NIM Insurer shall have consented to
such
subservicing agreements (which consent shall not be unreasonably
withheld).
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, the NIM Insurer and the
Trustee in Respect of the Master Servicer.
The
Depositor may, but is not obligated to, enforce the obligations
of
the Master Servicer under this Agreement and may, but is not
obligated to,
perform, or cause a designee to perform, any defaulted obligation
of the
Master Servicer under this Agreement and in connection with any
such defaulted
obligation to exercise the related rights of the Master Servicer
under this
Agreement; provided that the Master Servicer shall not be relieved
of any of
its obligations under this Agreement by virtue of such performance
by the
Depositor or its designee. None of the Trustee, the NIM Insurer or
the
Depositor shall have any responsibility or liability for any
action
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<PAGE>
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
under this Agreement 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 under this Agreement (including by reason of an
Event of
Default or termination by the Depositor), the Trustee or its
successor shall
then assume all of the rights and obligations of the Master
Servicer under
this Agreement arising thereafter (except that the Trustee shall
not be (i)
liable for losses of the Master Servicer pursuant to Section 3.09
or any acts
or omissions of the predecessor Master Servicer under this
Agreement), (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 under this Agreement including, but not limited to,
repurchases or
substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03,
(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 under this Agreement). Any such assumption shall be
subject to
Section 7.02. 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, Carryover Reserve Fund,
Principal Reserve Fund; Supplemental Interest Trust,
Corridor Contract Reserve Fund and Credit Enhancement
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, subject to Section 3.20, 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. In addition, the NIM Insurer's prior
written
consent shall be required for any waiver of Prepayment Charges or
for the
extension of the due dates for
53
<PAGE>
payments due on a Mortgage Note, if the aggregate number of
outstanding
Mortgage Loans that have been granted such waivers or extensions
exceeds 5% of
the aggregate number of Mortgage Loans. 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
"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
in this Agreement, 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 under this Agreement:
(i) all payments on account of principal on the Mortgage Loans,
including
Principal Prepayments and Prepayment Charges;
(ii) all payments on account of interest on the Mortgage Loans,
net of the
related Master Servicing Fee, Prepayment Interest Excess and
any lender
paid mortgage insurance premiums;
(iii) all Insurance Proceeds, Subsequent Recoveries and
Liquidation Proceeds, other than proceeds to be applied to the
restoration or repair of a Mortgaged Property or released to
the
Mortgagor
in accordance with the Master Servicer's normal servicing
procedures;
(iv) any amount required to be deposited by the Master Servicer
or
the
Depositor in connection with any losses on Permitted Investments
for
which it
is responsible;
(v) 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;
(vi) all Substitution Adjustment Amounts;
(vii) all Advances made by the Master Servicer pursuant to
Section
4.01;
and
(viii) any other amounts required to be deposited under this
Agreement.
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
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<PAGE>
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 related
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
penalties,
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 in this Agreement 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) The
Trustee shall establish and maintain, on behalf of the Holders
of the Class P Certificates, a Principal Reserve Fund in the name
of the
Trustee. On the Closing Date, the Depositor shall deposit into the
Principal
Reserve Fund $200. Funds on deposit in the Principal Reserve Fund
shall not be
invested. The Principal Reserve Fund shall be treated as an
"outside reserve
fund" under applicable Treasury regulations and shall not be part
of any REMIC
created under this Agreement. Amounts on deposit in the Principal
Reserve Fund
shall not be invested.
(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 in the
Distribution
Account 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) 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 in this
Agreement 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.
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(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 in this Agreement. 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
or the Carryover Reserve Fund prior to any change thereof.
(g) On the
Closing Date, the Trustee shall establish and maintain in its
name, in trust for the benefit of the Holders of the Variable
Rate
Certificates, the Carryover Reserve Fund and shall deposit $1,000
therein upon
receipt from or on behalf of the Depositor of such amount. The
Carryover
Reserve Fund shall be an Eligible Account, and funds on deposit
therein 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.
Funds in the
Carryover Reserve Fund may be invested in Permitted
Investments at the direction of the Majority of the Holders of the
Class C
Certificates, which Permitted Investments shall mature not later
than the
Business Day immediately preceding the first Distribution Date that
follows
the date of such investment (except that if such Permitted
Investment is an
obligation of the institution that maintains the Carryover Reserve
Fund, then
such Permitted Investment shall mature not later than such
Distribution Date)
and shall not be sold or disposed of prior to maturity. All such
Permitted
Investments shall be made in the name of the Trustee, for the
benefit of the
Holders of the Class C Certificates. In the absence of such written
direction,
all funds in the Carryover Reserve Fund shall be invested by the
Trustee in
The Bank of New York cash reserves. Any net investment earnings on
such
amounts shall be retained therein until withdrawn as provided in
Section 3.08.
Any losses incurred in the Carryover Reserve Fund in respect of any
such
investments shall be charged against amounts on deposit in the
Carryover
Reserve Fund (or such investments) immediately as realized. The
Trustee shall
not be liable for
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the amount of any loss incurred in respect of any investment or
lack of
investment of funds held in the Carryover Reserve Fund and made in
accordance
with this Section 3.05. The Carryover Reserve Fund will not
constitute an
asset of any REMIC created hereunder. The Class C Certificates
shall evidence
ownership of the Carryover Reserve Fund for federal tax
purposes.
(h) On the
Closing Date, there is hereby established a separate trust
(the "Supplemental Interest Trust"), the assets of which shall
consist of the
Corridor Contract Reserve Fund and the Credit Enhancement Reserve
Fund and the
Supplemental Interest Trustee's rights and obligations under the
Corridor
Contract and the Corridor Floor Contract. The Supplemental Interest
Trust
shall be maintained by the Supplemental Interest Trustee, who
initially, shall
be the Trustee. The assets held in the Supplemental Interest Trust
shall not
constitute assets of the Trust Fund or any REMIC created
hereunder.
(i) 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 Floating Rate Certificates, the Credit Enhancement Reserve
Fund, and shall
deposit $1,000 therein upon receipt from or on behalf of the
Depositor of such
amount. Additionally, on any Distribution Date for which a Reserve
Trigger
Event is in effect, the Trustee shall deposit 55% of the Prepayment
Charge
Amount for Loan Group 1 and Loan Group 2 into the Credit
Enhancement Reserve
Fund for distribution to the Floating Rate Certificates. All funds
on deposit
in the Credit Enhancement 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.
On each
Distribution Date, the Supplemental Interest Trustee shall make
withdrawals from the Credit Enhancement Reserve Fund to make
distributions
pursuant to Section 4.02(d) 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
Credit Enhancement Reserve Fund to the Trustee to facilitate,
for
administrative purposes, distribution of such funds to
Certificateholders
through the Distribution Account.
Funds in
the Credit Enhancement Reserve Fund shall be invested by the
Supplemental Interest Trustee in The Bank of New York cash
reserves. All such
Permitted Investments shall be made in the name of the Trustee, for
the
benefit of the Holders of the Class C Certificates. Any net
investment
earnings on such amounts shall be retained therein until withdrawn
as provided
in Section 3.08. Any losses incurred in the Credit Enhancement
Reserve Fund in
respect of any such investments shall be charged against amounts on
deposit in
the Credit Enhancement Reserve Fund (or such investments)
immediately as
realized. The Supplemental Interest Trustee 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 Credit Enhancement Reserve Fund and made in
accordance with
this Section 3.05. The Credit Enhancement Reserve Fund will not
constitute an
asset of the Trust Fund or any REMIC created hereunder.
(j) 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 Corridor Contract 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 Corridor Contract Reserve
Fund
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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.
On each
Distribution Date, the Supplemental Interest Trustee shall
deposit into the Corridor Contract Reserve Fund all amounts, if
any, received
in respect of the Corridor Contract and Corridor Floor Contract for
the
related Interest Accrual Period. The Supplemental Interest Trustee
shall make
withdrawals from the Corridor Contract Reserve Fund to make
distributions
pursuant to Section 4.02(c) 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
Corridor Contract Reserve Fund to the Trustee to facilitate,
for
administrative purposes, distribution of such funds to
Certificateholders
through the Distribution Account.
Funds in
the Corridor Contract Reserve Fund shall be invested by the
Supplemental Interest Trustee in The Bank of New York cash
reserves. All such
Permitted Investments shall be made in the name of the Supplemental
Interest
Trustee, for the benefit of the Holders of the Covered
Certificates. Any net
investment earnings on such amounts shall be retained therein until
withdrawn
as provided in Section 3.08. Any losses incurred in the Corridor
Contract
Reserve Fund in respect of any such investments shall be charged
against
amounts on deposit in the Corridor Contract Reserve Fund (or such
investments)
immediately as realized. The Supplemental Interest Trustee 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 Corridor Contract Reserve Fund and
made in
accordance with this Section 3.05. The Corridor Contract Reserve
Fund will not
constitute an asset of the Trust Fund or any REMIC created
hereunder.
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 in this Agreement
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 (with respect to taxes and assessments
and insurance
premiums) and 3.09 (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.
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
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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, the NIM
Insurer and the Trustee reasonable access to all records and
documentation
regarding the Mortgage Loans and all accounts, insurance
information and other
matters relating to this Agreement, such access being afforded
without charge,
but only upon reasonable request and during normal business hours
at the
office designated by the Master Servicer.
Upon
reasonable advance notice in writing, the Master Servicer will
provide to each Certificateholder and/or Certificate Owner which is
a savings
and loan association, bank or insurance company certain reports and
reasonable
access to information and documentation regarding the Mortgage
Loans
sufficient to permit such Certificateholder and/or Certificate
Owner to comply
with applicable regulations of the OTS or other regulatory
authorities with
respect to investment in the Certificates; provided that the Master
Servicer
shall be entitled to be reimbursed by each such Certificateholder
and/or
Certificate Owner for actual expenses incurred by the Master
Servicer in
providing such reports and access. Upon request, the Master
Servicer shall
furnish to the Trustee and the NIM Insurer its most recent publicly
available
financial statements and any other information relating to its
capacity to
perform its obligations under this Agreement reasonably requested
by the NIM
Insurer.
SECTION
3.08. Permitted
Withdrawals from the Certificate Account,
the Distribution Account, the Carryover Reserve Fund;
the Principal Reserve Fund, the Corridor Contract
Reserve Fund and the Credit Enhancement 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;
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(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) that 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;
(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 on such Mortgage
Loan after
the date of such purchase;
(vii) to reimburse the Sellers, the Master Servicer, the NIM
Insurer or
the Depositor for expenses incurred by any of them and
reimbursable pursuant to Section 6.03;
(viii) to withdraw any amount deposited in the Certificate
Account
and not
required to be deposited in the Certificate Account;
(ix) on or prior to the Distribution Account Deposit Date, to
withdraw
an amount equal to the related Available Funds, the related
Prepayment
Charge Amount and the pro rata portion of 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.
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;
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(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 this Agreement pursuant to Section 9.01.
(c) The
Trustee shall withdraw funds from the Carryover Reserve Fund
for
distribution to the Variable Rate Certificates in the manner
specified in
Sections 4.02(b) (and to withhold from the amounts so withdrawn the
amount of
any taxes that it is authorized to retain pursuant to the third
paragraph of
Section 8.11). In addition, the Trustee may from time to time make
withdrawals
from the Carryover Reserve Fund for the following purposes:
(i) to withdraw any amount deposited in the Carryover Reserve
Fund
and not
required to be deposited therein; and
(ii) to clear and terminate the Carryover Reserve Fund upon the
termination of this Agreement pursuant to Section 9.01.
(d) The
Supplemental Interest Trustee shall withdraw funds from the
Corridor Contract Reserve Fund for distribution to the Covered
Certificates in
the manner specified in Section 4.02(c) (and to withhold from the
amounts so
withdrawn the amount of any taxes that it is authorized to retain
pursuant to
the third paragraph of Section 8.11). In addition, the Supplemental
Interest
Trustee may from time to time make withdrawals from the Corridor
Contract
Reserve Fund for the following purposes:
(i) to withdraw any amount deposited in the Corridor Contract
Reserve
Fund and not required to be deposited therein; and
(ii) to clear and terminate Corridor Contract Reserve Fund upon
the
earliest of (x) the reduction of the Class Certificate Balance
of
the
Covered Certificates to zero, (y) the termination of the
Corridor
Contract
and the Corridor Floor Contract and (z) the termination of this
Agreement
pursuant to Section 9.01.
(e) The
Supplemental Interest Trustee shall withdraw funds from the
Credit Enhancement Reserve Fund for distribution to the Floating
Rate
Certificates in the manner specified in Section 4.02(d) (and to
withhold from
the amounts so withdrawn the amount of any taxes that it is
authorized to
retain pursuant to the third paragraph of Section 8.11). In
addition,
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the Supplemental Interest Trustee may from time to time make
withdrawals from
the Credit Enhancement Reserve Fund for the following purposes:
(i) to withdraw any amount deposited in the Credit Enhancement
Reserve
Fund and not required to be deposited therein; and
(ii) to clear and terminate Credit Enhancement Reserve Fund
upon
the
earlier of (x) the reduction of the Class Certificate Balance of
the
Floating
Rate Certificates to zero, (y) the Distribution Date in January
2013 and
(z) the termination of this Agreement pursuant to Section 9.01.
(f) On the
Business Day before any Class P Principal Distribution Date,
the Trustee shall transfer $100.00 from the Principal Reserve Fund
to the
Distribution Account and shall distribute such amount to the
applicable Class
of Class P Certificates on the related Class P Principal
Distribution Date.
Following the distribution on the last Class P Distribution Date to
be made in
accordance with the preceding sentence, the Trustee shall then
terminate the
Principal Reserve Fund.
SECTION
3.09. Maintenance of
Hazard Insurance; Maintenance of
Primary Insurance Policies.
(a) The
Master Servicer shall cause to be maintained, for each Mortgage
Loan, hazard insurance with extended coverage in an amount that is
at least
equal to the lesser of (i) the maximum insurable value of the
improvements
securing such Mortgage Loan or (ii) the greater of (y) the
outstanding
principal balance of the Mortgage Loan and (z) an amount such that
the
proceeds of such policy shall be sufficient to prevent the
Mortgagor and/or
the mortgagee from becoming a co-insurer. Each such policy of
standard hazard
insurance shall contain, or have an accompanying endorsement that
contains, a
standard mortgagee clause. Any amounts collected by the Master
Servicer under
any such policies (other than the amounts to be applied to the
restoration or
repair of the related Mortgaged Property or amounts released to the
Mortgagor
in accordance with the Master Servicer's normal servicing
procedures) shall be
deposited in the Certificate Account. Any cost incurred by the
Master Servicer
in maintaining any such insurance shall not, for the purpose of
calculating
monthly distributions to the Certificateholders or remittances to
the Trustee
for their benefit, be added to the principal balance of the
Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. Such
costs
shall be recoverable by the Master Servicer out of late payments by
the
related Mortgagor or out of proceeds of liquidation of the Mortgage
Loan or
Subsequent Recoveries to the extent permitted by Section 3.08. It
is
understood and agreed that no earthquake or other additional
insurance is to
be required of any Mortgagor or maintained on property acquired in
respect of
a Mortgage other than pursuant to such applicable laws and
regulations as
shall at any time be in force and as shall require such additional
insurance.
If the Mortgaged Property is located at the time of origination of
the
Mortgage Loan in a federally designated special flood hazard area
and such
area is participating in the national flood insurance program, the
Master
Servicer shall cause flood insurance to be maintained with respect
to such
Mortgage Loan. Such flood insurance shall be in an amount equal to
the least
of (i) the outstanding principal balance of the related Mortgage
Loan, (ii)
the replacement value of the improvements which are part of such
Mortgaged
Property, and (iii) the maximum amount of such insurance available
for the
related Mortgaged Property under the national flood insurance
program.
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(b)
[Reserved].
(c) The
Master Servicer shall not take any action which would result in
non-coverage under any applicable Primary Insurance Policy of any
loss which,
but for the actions of the Master Servicer, would have been
covered
thereunder. The Master Servicer shall not cancel or refuse to renew
any such
Primary Insurance Policy that is in effect at the date of the
initial issuance
of the Certificates and is required to be kept in force hereunder
unless the
replacement Primary Insurance Policy for such canceled or
non-renewed policy
is maintained with a Qualified Insurer.
Except
with respect to any Lender PMI Mortgage Loans, the Master
Servicer shall not be required to maintain any Primary Insurance
Policy (i)
with respect to any Mortgage Loan with a Loan-to-Value Ratio less
than or
equal to 80% as of any date of determination or, based on a new
appraisal, the
principal balance of such Mortgage Loan represents 80% or less of
the new
appraised value or (ii) if maintaining such Primary Insurance
Policy is
prohibited by applicable law. With respect to the Lender PMI
Mortgage Loans,
the Master Servicer shall maintain the Primary Insurance Policy for
the life
of such Mortgage Loans, unless otherwise provided for in the
related Mortgage
Note or prohibited by law.
The Master
Servicer agrees to effect the timely payment of the premiums
on each Primary Insurance Policy, and such costs not otherwise
recoverable
shall be recoverable by the Master Servicer from the related
proceeds of
liquidation and Subsequent Recoveries.
(d) In
connection with its activities as Master Servicer of the
Mortgage
Loans, the Master Servicer agrees to present on behalf of itself,
the Trustee
and Certificateholders, claims to the insurer under any Primary
Insurance
Policies and, in this regard, to take such reasonable action as
shall be
necessary to permit recovery under any Primary Insurance Policies
respecting
defaulted Mortgage Loans. Any amounts collected by the Master
Servicer under
any Primary Insurance Policies shall be deposited in the
Certificate Account.
SECTION
3.10. Enforcement of
Due-on-Sale Clauses; Assumption
Agreements.
(a) Except
as otherwise provided in this Section, when any property
subject to a Mortgage has been conveyed by the Mortgagor, the
Master Servicer
shall to the extent that it has knowledge of such conveyance,
enforce any
due-on-sale clause contained in any Mortgage Note or Mortgage, to
the extent
permitted under applicable law and governmental regulations, but
only to the
extent that such enforcement will not adversely affect or
jeopardize coverage
under any Required Insurance Policy. Notwithstanding the foregoing,
the Master
Servicer is not required to exercise such rights with respect to a
Mortgage
Loan if the Person to whom the related Mortgaged Property has been
conveyed or
is proposed to be conveyed satisfies the terms and conditions
contained in the
Mortgage Note and Mortgage related thereto and the consent of the
mortgagee
under such Mortgage Note or Mortgage is not otherwise so required
under such
Mortgage Note or Mortgage as a condition to such transfer. In the
event that
the Master Servicer is prohibited by law from enforcing any such
due-on-sale
clause, or if coverage under any Required Insurance Policy would be
adversely
affected, or if nonenforcement is otherwise permitted hereunder,
the Master
Servicer is authorized, subject to Section 3.10(b), to take or
enter into an
assumption and modification agreement from or with the person to
whom such
property has been or is about to be conveyed, pursuant to which
such person
becomes liable
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under the Mortgage Note and, unless prohibited by applicable state
law, the
Mortgagor remains liable thereon, provided that the Mortgage Loan
shall
continue to be covered (if so covered before the Master Servicer
enters such
agreement) by the applicable Required Insurance Policies. The
Master Servicer,
subject to Section 3.10(b), is also authorized with the prior
approval of the
insurers under any Required Insurance Policies to enter into a
substitution of
liability agreement with such Person, pursuant to which the
original Mortgagor
is released from liability and such Person is substituted as
Mortgagor and
becomes liable under the Mortgage Note. Notwithstanding the
foregoing, the
Master Servicer shall not be deemed to be in default under this
Section by
reason of any transfer or assumption which the Master Servicer
reasonably
believes it is restricted by law from preventing, for any reason
whatsoever.
(b)
Subject to the Master Servicer's duty to enforce any
due-on-sale
clause to the extent set forth in Section 3.10(a), in any case in
which a
Mortgaged Property has been conveyed to a Person by a Mortgagor,
and such
Person is to enter into an assumption agreement or modification
agreement or
supplement to the Mortgage Note or Mortgage that requires the
signature of the
Trustee, or if an instrument of release signed by the Trustee is
required
releasing the Mortgagor from liability on the Mortgage Loan, the
Master
Servicer shall prepare and deliver or cause to be prepared and
delivered to
the Trustee for signature and shall direct, in writing, the Trustee
to execute
the assumption agreement with the Person to whom the Mortgaged
Property is to
be conveyed and such modification agreement or supplement to the
Mortgage Note
or Mortgage or other instruments as are reasonable or necessary to
carry out
the terms of the Mortgage Note or Mortgage or otherwise to comply
with any
applicable laws regarding assumptions or the transfer of the
Mortgaged
Property to such Person. In connection with any such assumption, no
material
term of the Mortgage Note may be changed. In addition, the
substitute
Mortgagor and the Mortgaged Property must be acceptable to the
Master Servicer
in accordance with its underwriting standards as then in effect.
Together with
each such substitution, assumption or other agreement or instrument
delivered
to the Trustee for execution by it, the Master Servicer shall
deliver an
Officer's Certificate signed by a Servicing Officer stating that
the
requirements of this subsection have been met in connection
therewith. The
Master Servicer shall notify the Trustee that any such substitution
or
assumption agreement has been completed by forwarding to the
Trustee the
original of such substitution or assumption agreement, which in the
case of
the original shall be added to the related Mortgage File and shall,
for all
purposes, be considered a part of such Mortgage File to the same
extent as all
other documents and instruments constituting a part thereof. Any
fee collected
by the Master Servicer for entering into an assumption or
substitution of
liability agreement will be retained by the Master Servicer as
additional
servicing compensation.
SECTION
3.11. Realization Upon
Defaulted Mortgage Loans; Repurchase
of Certain Mortgage Loans.
(a) The
Master Servicer shall use reasonable efforts to foreclose upon
or otherwise comparably convert the ownership of properties
securing such of
the Mortgage Loans as come into and continue in default and as to
which no
satisfactory arrangements can be made for collection of delinquent
payments.
In connection with such foreclosure or other conversion, the Master
Servicer
shall follow such practices and procedures as it shall deem
necessary or
advisable and as shall be normal and usual in its general mortgage
servicing
activities and meet the requirements of the insurer under any
Required
Insurance Policy; provided, however, that the Master Servicer shall
not be
required to expend its own funds in connection with any
foreclosure
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or towards the restoration of any property unless it shall
determine (i) that
such restoration and/or foreclosure will increase the proceeds of
liquidation
of the Mortgage Loan after reimbursement to itself of such expenses
and (ii)
that such expenses will be recoverable to it through the proceeds
of
liquidation of the Mortgage Loan and Subsequent Recoveries
(respecting which
it shall have priority for purposes of withdrawals from the
Certificate
Account). The Master Servicer shall be responsible for all other
costs and
expenses incurred by it in any such proceedings; provided, however,
that it
shall be entitled to reimbursement thereof from the proceeds of
liquidation of
the Mortgage Loan and Subsequent Recoveries with respect to the
related
Mortgaged Property, as provided in the definition of Liquidation
Proceeds. If
the Master Servicer has knowledge that a Mortgaged Property which
the Master
Servicer is contemplating acquiring in foreclosure or by deed in
lieu of
foreclosure is located within a 1 mile radius of any site listed in
the
Expenditure Plan for the Hazardous Substance Clean Up Bond Act of
1984 or
other site with environmental or hazardous waste risks known to the
Master
Servicer, the Master Servicer will, prior to acquiring the
Mortgaged Property,
consider such risks and only take action in accordance with its
established
environmental review procedures.
With
respect to any REO Property, the deed or certificate of sale
shall
be taken in the name of the Trustee for the benefit of the
Certificateholders,
or its nominee, on behalf of the Certificateholders. The Trustee's
name shall
be placed on the title to such REO Property solely as the Trustee
hereunder
and not in its individual capacity. The Master Servicer shall
ensure that the
title to such REO Property references the Pooling and Servicing
Agreement and
the Trustee's capacity thereunder. Pursuant to its efforts to sell
such REO
Property, the Master Servicer shall either itself or through an
agent selected
by the Master Servicer protect and conserve such REO Property in
the same
manner and to such extent as is customary in the locality where
such REO
Property is located and may, incident to its conservation and
protection of
the interests of the Certificateholders, rent the same, or any part
thereof,
as the Master Servicer deems to be in the best interest of the
Certificateholders for the period prior to the sale of such REO
Property. The
Master Servicer shall prepare for and deliver to the Trustee a
statement with
respect to each REO Property that has been rented showing the
aggregate rental
income received and all expenses incurred in connection with the
maintenance
of such REO Property at such times as is necessary to enable the
Trustee to
comply with the reporting requirements of the REMIC Provisions. The
net
monthly rental income, if any, from such REO Property shall be
deposited in
the Certificate Account no later than the close of business on
each
Determination Date. The Master Servicer shall perform the tax
reporting and
withholding required by Sections 1445 and 6050J of the Code with
respect to
foreclosures and abandonments, the tax reporting required by
Section 6050H of
the Code with respect to the receipt of mortgage interest from
individuals and
any tax reporting required by Section 6050P of the Code with
respect to the
cancellation of indebtedness by certain financial entities, by
preparing such
tax and information returns as may be required, in the form
required, and
delivering the same to the Trustee for filing.
In the
event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent
default on a
Mortgage Loan, the Master Servicer shall dispose of such Mortgaged
Property as
soon as practicable in a manner that maximizes the Liquidation
Proceeds
thereof, but in no event later than three years after its
acquisition by the
Trust Fund. In that event, the Trustee shall have been supplied
with an
Opinion of Counsel to the effect that the holding by the Trust Fund
of such
Mortgaged Property subsequent to a three-year period, if
applicable, will not
result in the imposition of taxes on
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"prohibited transactions" of any REMIC hereunder as defined in
Section 860F of
the Code or cause any REMIC hereunder to fail to qualify as a REMIC
at any
time that any Certificates are outstanding, and that the Trust Fund
may
continue to hold such Mortgaged Property (subject to any conditions
contained
in such Opinion of Counsel) after the expiration of such three-year
period.
Notwithstanding any other provision of this Agreement, no Mortgaged
Property
acquired by the Trust Fund shall be rented (or allowed to continue
to be
rented) or otherwise used for the production of income by or on
behalf of the
Trust Fund in such a manner or pursuant to any terms that would (i)
cause such
Mortgaged Property to fail to qualify as "foreclosure property"
within the
meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC
hereunder
to the imposition of any federal, state or local income taxes on
the income
earned from such Mortgaged Property under Section 860G(c) of the
Code or
otherwise, unless the Master Servicer has agreed to indemnify and
hold
harmless the Trust Fund with respect to the imposition of any such
taxes.
In the
event of a default on a Mortgage Loan one or more of whose
obligor is not a United States Person, as that term is defined in
Section
7701(a)(30) of the Code, in connection with any foreclosure or
acquisition of
a deed in lieu of foreclosure (together, "foreclosure") in respect
of such
Mortgage Loan, the Master Servicer will cause compliance with the
provisions
of Treasury Regulation Section 1.1445-2(d)(3) (or any successor
thereto)
necessary to assure that no withholding tax obligation arises with
respect to
the proceeds of such foreclosure except to the extent, if any, that
proceeds
of such foreclosure are required to be remitted to the obligors on
such
Mortgage Loan.
The
decision of the Master Servicer to foreclose on a defaulted
Mortgage
Loan shall be subject to a determination by the Master Servicer
that the
proceeds of such foreclosure would exceed the costs and expenses of
bringing
such a proceeding. The income earned from the management of any
REO
Properties, net of reimbursement to the Master Servicer for
expenses incurred
(including any property or other taxes) in connection with such
management and
net of unreimbursed Master Servicing Fees, Advances and Servicing
Advances,
shall be applied to the payment of principal of and interest on the
related
defaulted Mortgage Loans (with interest accruing as though such
Mortgage Loans
were still current) and all such income shall be deemed, for all
purposes in
this Agreement, to be payments on account of principal and interest
on the
related Mortgage Notes and shall be deposited into the Certificate
Account. To
the extent the net income received during any calendar month is in
excess of
the amount attributable to amortizing principal and accrued
interest at the
related Mortgage Rate on the related Mortgage Loan for such
calendar month,
such excess shall be considered to be a partial prepayment of
principal of the
related Mortgage Loan.
The
proceeds from any liquidation of a Mortgage Loan, as well as
any
income from an REO Property, will be applied in the following order
of
priority: first, to reimburse the Master Servicer for any related
unreimbursed
Servicing Advances and Master Servicing Fees; second, to reimburse
the Master
Servicer or the Trustee for any unreimbursed Advances; third, to
reimburse the
Certificate Account for any Nonrecoverable Advances (or portions
thereof) that
were previously withdrawn by the Master Servicer or the Trustee
pursuant to
Section 3.08(a)(iii) that related to such Mortgage Loan; fourth, to
accrued
and unpaid interest (to the extent no Advance has been made for
such amount or
any such Advance has been reimbursed) on the Mortgage Loan or
related REO
Property, at the Adjusted Net Mortgage Rate to the Due Date
occurring in the
month in which such amounts are required to be distributed; and
fifth, as a
recovery of
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principal of the Mortgage Loan. Excess Proceeds, if any, from the
liquidation
of a Liquidated Mortgage Loan will be retained by the Master
Servicer as
additional servicing compensation pursuant to Section 3.14.
The Master
Servicer, in its sole discretion, shall have the right to
purchase for its own account from the Trust Fund any Mortgage Loan
which is
151 days or more delinquent at a price equal to the Purchase Price;
provided,
however, that the Master Servicer may only exercise this right on
or before
the next to the last day of the calendar month in which such
Mortgage Loan
became 151 days delinquent (such month, the "Eligible Repurchase
Month");
provided further, that any such Mortgage Loan which becomes current
but
thereafter becomes delinquent may be purchased by the Master
Servicer pursuant
to this Section in any ensuing Eligible Repurchase Month. The
Purchase Price
for any Mortgage Loan purchased under this Section 3.11 shall be
deposited in
the Certificate Account and the Trustee, upon receipt of a
certificate from
the Master Servicer in the form of Exhibit N to this Agreement,
shall release
or cause to be released to the purchaser of such Mortgage Loan the
related
Mortgage File and shall execute and deliver such instruments of
transfer or
assignment prepared by the purchaser of such Mortgage Loan, in each
case
without recourse, as shall be necessary to vest in the purchaser of
such
Mortgage Loan any Mortgage Loan released pursuant hereto and the
purchaser of
such Mortgage Loan shall succeed to all the Trustee's right, title
and
interest in and to such Mortgage Loan and all security and
documents related
thereto. Such assignment shall be an assignment outright and not
for security.
The purchaser of such Mortgage Loan shall thereupon own such
Mortgage Loan,
and all security and documents, free of any further obligation to
the Trustee
or the Certificateholders with respect thereto.
(b)
Countrywide may agree to a modification of any Mortgage Loan
(the
"Modified Mortgage Loan") if (i) the modification is in lieu of a
refinancing
and (ii) the Mortgage Rate on the Modified Mortgage Loan is
approximately a
prevailing market rate for newly-originated mortgage loans having
similar
terms and (iii) Countrywide purchases the Modified Mortgage Loan
from the
Trust Fund as described below. Effective immediately after the
modification,
and, in any event, on the same Business Day on which the
modification occurs,
all interest of the Trustee in the Modified Mortgage Loan shall
automatically
be deemed transferred and assigned to Countrywide and all benefits
and burdens
of ownership thereof, including the right to accrued interest
thereon from the
date of modification and the risk of default thereon, shall pass
to
Countrywide. The Master Servicer shall promptly deliver to the
Trustee a
certification of a Servicing Officer to the effect that all
requirements of
this paragraph have been satisfied with respect to the Modified
Mortgage Loan.
For federal income tax purposes, the Trustee shall account for such
purchase
as a prepayment in full of the Modified Mortgage Loan.
Countrywide shall remit the Purchase Price for any Modified
Mortgage
Loan to the Master Servicer for deposit into the Certificate
Account pursuant
to Section 3.05 within one Business Day after the purchase of the
Modified
Mortgage Loan. Upon receipt by the Trustee of written notification
of any such
deposit signed by a Servicing Officer, the Trustee shall release
to
Countrywide the related Mortgage File and shall execute and deliver
such
instruments of transfer or assignment, in each case without
recourse, as shall
be necessary to vest in the Countrywide any Modified Mortgage Loan
previously
transferred and assigned pursuant hereto. Countrywide covenants and
agrees to
indemnify the Trust Fund against any liability for any
"prohibited
transaction" taxes and any related interest, additions, and
penalties imposed
on the Trust Fund established hereunder as a result of any
modification of a
Mortgage Loan effected pursuant to
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this subsection (b), any holding of a Modified Mortgage Loan by the
Trust Fund
or any purchase of a Modified Mortgage Loan by Countrywide (but
such
obligation shall not prevent Countrywide or any other appropriate
Person from
in good faith contesting any such tax in appropriate proceedings
and shall not
prevent Countrywide from withholding payment of such tax, if
permitted by law,
pending the outcome of such proceedings). Countrywide shall have no
right of
reimbursement for any amount paid pursuant to the foregoing
indemnification,
except to the extent that the amount of any tax, interest, and
penalties,
together with interest thereon, is refunded to the Trust Fund or
Countrywide.
SECTION
3.12. Trustee to
Cooperate; Release of Mortgage Files.
Upon the
payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be
escrowed in a
manner customary for such purposes, the Master Servicer will
immediately
notify the Trustee by delivering, or causing to be delivered a
"Request for
Release" substantially in the form of Exhibit N of this Agreement.
Upon
receipt of such request, the Trustee shall promptly release the
related
Mortgage File to the Master Servicer, and the Trustee shall at the
Master
Servicer's direction execute and deliver to the Master Servicer the
request
for reconveyance, deed of reconveyance or release or satisfaction
of mortgage
or such instrument releasing the lien of the Mortgage in each case
provided by
the Master Servicer, together with the Mortgage Note with written
evidence of
cancellation on the Mortgage Note. The Master Servicer is
authorized to cause
the removal from the registration on the MERS(R) System of such
Mortgage and
to execute and deliver, on behalf of the Trustee and the
Certificateholders or
any of them, any and all instruments of satisfaction or
cancellation or of
partial or full release. Expenses incurred in connection with any
instrument
of satisfaction or deed of reconveyance shall be chargeable to the
related
Mortgagor. From time to time and as shall be appropriate for the
servicing or
foreclosure of any Mortgage Loan, including for such purpose,
collection under
any policy of flood insurance, any fidelity bond or errors or
omissions
policy, or for the purposes of effecting a partial release of any
Mortgaged
Property from the lien of the Mortgage or the making of any
corrections to the
Mortgage Note or the Mortgage or any of the other documents
included in the
Mortgage File, the Trustee shall, upon delivery to the Trustee of a
Request
for Release in the form of Exhibit M signed by a Servicing Officer,
release
the Mortgage File to the Master Servicer. Subject to the further
limitations
set forth below, the Master Servicer shall cause the Mortgage File
or
documents so released to be returned to the Trustee when the need
therefor by
the Master Servicer no longer exists, unless the Mortgage Loan is
liquidated
and the proceeds thereof are deposited in the Certificate Account,
in which
case the Master Servicer shall deliver to the Trustee a Request for
Release in
the form of Exhibit N, signed by a Servicing Officer.
If the
Master Servicer at any time seeks to initiate a foreclosure
proceeding in respect of any Mortgaged Property as authorized by
this
Agreement, the Master Servicer shall deliver or cause to be
delivered to the
Trustee, for signature, as appropriate, any court pleadings,
requests for
trustee's sale or other documents necessary to effectuate such
foreclosure or
any legal action brought to obtain judgment against the Mortgagor
on the
Mortgage Note or the Mortgage or to obtain a deficiency judgment or
to enforce
any other remedies or rights provided by the Mortgage Note or the
Mortgage or
otherwise available at law or in equity.
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SECTION
3.13. Documents,
Records and Funds in Possession of Master
Servicer to be Held for the Trustee.
Notwithstanding any other provisions of this Agreement, the
Master
Servicer shall transmit to the Trustee as required by this
Agreement all
documents and instruments in respect of a Mortgage Loan coming into
the
possession of the Master Servicer from time to time and shall
account fully to
the Trustee for any funds received by the Master Servicer or which
otherwise
are collected by the Master Servicer as Liquidation Proceeds,
Insurance
Proceeds or Subsequent Recoveries in respect of any Mortgage Loan.
All
Mortgage Files and funds collected or held by, or under the control
of, the
Master Servicer in respect of any Mortgage Loans, whether from the
collection
of principal and interest payments or from Liquidation Proceeds and
any
Subsequent Recoveries, including but not limited to, any funds on
deposit in
the Certificate Account, shall be held by the Master Servicer for
and on
behalf of the Trustee and shall be and remain the sole and
exclusive property
of the Trustee, subject to the applicable provisions of this
Agreement. The
Master Servicer also agrees that it shall not create, incur or
subject any
Mortgage File or any funds that are deposited in the Certificate
Account,
Distribution Account or any Escrow Account, or any funds that
otherwise are or
may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest,
judgment, levy,
writ of attachment or other encumbrance, or assert by legal action
or
otherwise any claim or right of setoff against any Mortgage File or
any funds
collected on, or in connection with, a Mortgage Loan, except,
however, that
the Master Servicer shall be entitled to set off against and deduct
from any
such funds any amounts that are properly due and payable to the
Master
Servicer under this Agreement.
SECTION
3.14. Servicing
Compensation.
As
compensation for its activities hereunder, the Master Servicer
shall
be entitled to retain or withdraw from the Certificate Account an
amount equal
to the Master Servicing Fee; provided, that the aggregate Master
Servicing Fee
with respect to any Distribution Date shall be reduced (i) by an
amount equal
to the aggregate of the Prepayment Interest Shortfalls, if any,
with respect
to such Distribution Date, but not by more than the Compensating
Interest for
that Distribution Date, and (ii) with respect to the first
Distribution Date,
an amount equal to any amount to be deposited into the Distribution
Account by
the Depositor pursuant to Section 2.01(a) and not so deposited.
Additional
servicing compensation in the form of Excess Proceeds,
Prepayment Interest Excess, assumption fees, late payment charges
and all
income and gain net of any losses realized from Permitted
Investments on the
Certificate Account and the Distribution Account shall be retained
by the
Master Servicer to the extent not required to be deposited in the
Certificate
Account pursuant to Section 3.05. The Master Servicer shall be
required to pay
all expenses incurred by it in connection with its master servicing
activities
hereunder (including payment of any premiums for hazard insurance
and any
Primary Insurance Policy and maintenance of the other forms of
insurance
coverage required by this Agreement) and shall not be entitled
to
reimbursement therefor except as specifically provided in this
Agreement.
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<PAGE>
SECTION
3.15. Access to
Certain Documentation.
The Master
Servicer shall provide to the OTS and the FDIC and to
comparable regulatory authorities supervising Holders and/or
Certificate
Owners and the examiners and supervisory agents of the OTS, the
FDIC and such
other authorities, access to the documentation regarding the
Mortgage Loans
required by applicable regulations of the OTS and the FDIC. Such
access shall
be afforded without charge, but only upon reasonable and prior
written request
and during normal business hours at the offices designated by the
Master
Servicer. Nothing in this Section shall limit the obligation of the
Master
Servicer to observe any applicable law prohibiting disclosure of
information
regarding the Mortgagors and the failure of the Master Servicer to
provide
access as provided in this Section as a result of such obligation
shall not
constitute a breach of this Section.
SECTION
3.16. Annual Statement
as to Compliance.
(a) The
Master Servicer shall deliver to the Depositor and the Trustee
on or before March 15 of each year, commencing with its 2008 fiscal
year, an
Officer's Certificate stating, as to the signer thereof, that (i) a
review of
the activities of the Master Servicer during the preceding calendar
year (or
applicable portion thereof) and of the performance of the Master
Servicer
under this Agreement, has been made under such officer's
supervision and (ii)
to the best of such officer's knowledge, based on such review, the
Master
Servicer has fulfilled all its obligations under this Agreement, in
all
material respects throughout such year (or applicable portion
thereof), or, if
there has been a failure to fulfill any such obligation in any
material
respect, specifying each such failure known to such officer and the
nature and
status thereof.
(b) The
Master Servicer shall cause each Subservicer to deliver to the
Depositor and the Trustee on or before March 15 of each year,
commencing with
its 2008 fiscal year, an Officer's Certificate stating, as to the
signer
thereof, that (i) a review of the activities of such Subservicer
during the
preceding calendar year (or applicable portion thereof) and of the
performance
of the Subservicer under the applicable Subservicing Agreement or
primary
servicing agreement, has been made under such officer's supervision
and (ii)
to the best of such officer's knowledge, based on such review,
such
Subservicer has fulfilled all its obligations under the
applicable
Subservicing Agreement or primary servicing agreement, in all
material
respects throughout such year (or applicable portion thereof), or,
if there
has been a failure to fulfill any such obligation in any material
respect,
specifying each such failure known to such officer and the nature
and status
thereof.
(c) The Trustee shall
forward a copy of each such statement to each
Rating Agency.
SECTION
3.17. Errors and
Omissions Insurance; Fidelity Bonds.
The Master
Servicer shall for so long as it acts as master servicer
under this Agreement, obtain and maintain in force (a) a policy or
policies of
insurance covering errors and omissions in the performance of its
obligations
as Master Servicer hereunder and (b) a fidelity bond in respect of
its
officers, employees and agents. Each such policy or policies and
bond shall,
together, comply with the requirements from time to time of FNMA or
FHLMC for
persons performing servicing for mortgage loans purchased by FNMA
or FHLMC. In
the event that any such policy or bond ceases to be in effect, the
Master
Servicer shall obtain a comparable replacement policy
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or bond from an insurer or issuer, meeting the requirements set
forth above as
of the date of such replacement.
SECTION
3.18. Notification of
Adjustments.
On each
Adjustment Date, the Master Servicer shall make interest rate
and scheduled payment adjustments for each Mortgage Loan in
compliance with
the requirements of the related Mortgage and Mortgage Note and
applicable
regulations. The Master Servicer shall execute and deliver the
notices
required by each Mortgage and Mortgage Note and applicable
regulations
regarding interest rate adjustments. The Master Servicer also shall
provide
timely notification to the Trustee of all applicable data and
information
regarding such interest rate adjustments and the Master Servicer's
methods of
implementing such interest rate adjustments. Upon the discovery by
the Master
Servicer or the Trustee that the Master Servicer has failed to
adjust or has
incorrectly adjusted a Mortgage Rate or a monthly payment pursuant
to the
terms of the related Mortgage Note and Mortgage, the Master
Servicer shall
immediately deposit in the Certificate Account from its own funds
the amount
of any interest loss caused thereby without reimbursement therefor;
provided,
however, the Master Servicer shall be held harmless with respect to
any
interest rate adjustments made by any servicer prior to the Master
Servicer.
SECTION
3.19. Corridor
Contract and Corridor Floor Contract.
The
Corridor Contract and the Corridor Floor Contract will not be
assets
of the Trust Fund nor of any REMIC. The Master Servicer, on behalf
of the
Supplemental Interest Trustee, shall cause to be deposited any
amounts
received from time to time with respect to the Corridor Contract
and Corridor
Floor Contract into the Corridor Contract Reserve Fund.
Upon the
Supplemental Interest Trustee obtaining actual knowledge of a
Moody's First Trigger Ratings Event or an S&P Approved Ratings
Event with
respect to the Counterparty (each as defined in the applicable
Confirmation)
or upon the Supplemental Interest Trustee obtaining actual
knowledge of a
Moody's Second Trigger Ratings Event or an S&P Required Ratings
Event with
respect to the Counterparty (each as defined in the applicable
Confirmation),
the Supplemental Interest Trustee shall (i) demand payment of the
Delivery
Amount (as defined in the applicable Confirmation) from the
Counterparty on
each Valuation Date (as defined in the applicable Confirmation) and
perform
its other obligations in accordance with the applicable
Confirmation and (ii)
take such other action required under the applicable Confirmation.
If a
Delivery Amount is demanded, the Trustee, in accordance with the
applicable
Confirmation, shall establish an account to hold cash and other
eligible
investments pledged under the Corridor Contract or the Corridor
Floor
Contract, as applicable. Any cash or other Eligible Collateral (as
defined in
the applicable Confirmation) pledged under the Corridor Contract or
the
Corridor Floor Contract, as applicable, shall not be part of the
Distribution
Account or the Corridor Contract Reserve Fund unless remitted to
such accounts
by the Trustee in satisfaction of the obligations of the
Counterparty under
the Corridor Contract or the Corridor Floor Contract, as
applicable. If
Eligible Collateral with a value equal to the Delivery Amount is
not delivered
to the Supplemental Interest Trustee by the Counterparty, the
Supplemental
Interest Trustee shall promptly provide written notice to the
Counterparty of
such failure.
Upon the
Supplemental Interest Trustee obtaining actual knowledge of a
Failure to Pay or Deliver (as defined in the applicable
Confirmation) under
Corridor Contract 1, Corridor Contract
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2 or the Corridor Floor Contract, as applicable, the Supplemental
Interest
Trustee shall demand payment from the Guarantor under the
applicable
Guarantee.
Upon the
Supplemental Interest Trustee obtaining actual knowledge of an
Event of Default (as defined in the applicable Confirmation) or
Termination
Event (as defined in the applicable Confirmation) for which the
Supplemental
Interest Trustee has the right to designate an Early Termination
Date (as
defined in the applicable Confirmation), the Supplemental Interest
Trustee
shall act at the written direction of the Depositor as to whether
to designate
an Early Termination Date; provided, however, that the Swap Trustee
shall
provide written notice to each Rating Agency following the Event of
Default or
Termination Event.
Any
payment received from the Counterparty in respect of any Early
Termination Date under the Corridor Contract or the Corridor Floor
Contract,
as applicable, shall be used to pay any amount payable to a
replacement
counterparty is respect of a replacement corridor contract or
corridor floor
contract, as applicable. In the event that a replacement corridor
contract or
corridor floor contract, as applicable, cannot be procured, any
payment
received from the Counterparty in respect of any Early Termination
Date shall
be deposited and held in the Corridor Contract Reserve Fund to be
distributed
as provided in Section 4.02(c).
SECTION
3.20. Prepayment
Charges.
(a)
Notwithstanding anything in this Agreement to the contrary, in
the
event of a Principal Prepayment in full or in part of a Mortgage
Loan, the
Master Servicer may not waive any Prepayment Charge or portion
thereof
required by the terms of the related Mortgage Note unless (i) such
Mortgage
Loan is in default or the Master Servicer believes that such a
default is
imminent, and the Master Servicer determines that such waiver would
maximize
recovery of Liquidation Proceeds for such Mortgage Loan, taking
into account
the value of such Prepayment Charge, or (ii) (A) the enforceability
thereof is
limited (1) by bankruptcy, insolvency, moratorium, receivership, or
other
similar law relating to creditors' rights generally or (2) due to
acceleration
in connection with a foreclosure or other involuntary payment, or
(B) the
enforceability is otherwise limited or prohibited by applicable
law. In the
event of a Principal Prepayment in full or in part with respect to
any
Mortgage Loan, the Master Servicer shall deliver to the Trustee an
Officer's
Certificate substantially in the form of Exhibit T no later than
the third
Business Day following the immediately succeeding Determination
Date with a
copy to the Class P Certificateholders. If the Master Servicer has
waived or
does not collect all or a portion of a Prepayment Charge relating
to a
Principal Prepayment in full or in part due to any action or
omission of the
Master Servicer, other than as provided above, the Master Servicer
shall
deliver to the Trustee, together with the Principal Prepayment in
full or in
part, the amount of such Prepayment Charge (or such portion thereof
as had
been waived) for deposit into the Certificate Account (not later
than 1:00
p.m. Pacific time on the immediately succeeding Master Servicer
Advance Date,
in the case of such Prepayment Charge) for distribution in
accordance with the
terms of this Agreement.
(b) Upon
discovery by the Master Servicer or a Responsible Officer of
the Trustee of a breach of the foregoing subsection (a), the party
discovering
the breach shall give prompt written notice to the other
parties.
(c)
Countrywide represents and warrants to the Depositor and the
Trustee, as of the Closing Date, that the information in the
Prepayment Charge
Schedule (including the attached
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prepayment charge summary) is complete and accurate in all material
respects
at the dates as of which the information is furnished and each
Prepayment
Charge is permissible and enforceable in accordance with its terms
under
applicable state law, except as the enforceability thereof is
limited due to
acceleration in connection with a foreclosure or other involuntary
payment.
(d) Upon
discovery by the Master Servicer or a Responsible Officer of
the Trustee of a breach of the foregoing clause (c) that materially
and
adversely affects right of the Holders of the Class P Certificates
to any
Prepayment Charge, the party discovering the breach shall give
prompt written
notice to the other parties. Within 60 days of the earlier of
discovery by the
Master Servicer or receipt of notice by the Master Servicer of
breach, the
Master Servicer shall cure the breach in all material respects or
shall pay
into the Certificate Account the amount of the Prepayment Charge
that would
otherwise be due from the Mortgagor, less any amount representing
such
Prepayment Charge previously collected and paid by the Master
Servicer into
the Certificate Account.
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ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE MASTER SERVICER
SECTION
4.01. Advances.
(a) The
Master Servicer shall determine on or before each Master
Servicer Advance Date whether it is required to make an Advance
pursuant to
the definition thereof. If the Master Servicer determines it is
required to
make an Advance, it shall, on or before the Master Servicer Advance
Date,
either (i) deposit into the Certificate Account an amount equal to
the Advance
or (ii) make an appropriate entry in its records relating to the
Certificate
Account that any Amount Held for Future Distribution has been used
by the
Master Servicer in discharge of its obligation to make any such
Advance. Any
funds so applied shall be replaced by the Master Servicer by
deposit in the
Certificate Account no later than the close of business on the next
Master
Servicer Advance Date. The Master Servicer shall be entitled to be
reimbursed
from the Certificate Account for all Advances of its own funds made
pursuant
to this Section as provided in Section 3.08. The obligation to make
Advances
with respect to any Mortgage Loan shall continue if such Mortgage
Loan has
been foreclosed or otherwise terminated and the related Mortgaged
Property has
not been liquidated.
(b) If the
Master Servicer determines that it will be unable to comply
with its obligation to make the Advances as and when described in
the second
sentence of Section 4.01(a), it shall use its best efforts to give
written
notice thereof to the Trustee (each such notice a "Trustee Advance
Notice";
and such notice may be given by telecopy), not later than 3:00
P.M., New York
time, on the Business Day immediately preceding the related Master
Servicer
Advance Date, specifying the amount that it will be unable to
deposit (each
such amount an "Advance Deficiency") and certifying that such
Advance
Deficiency constitutes an Advance hereunder and is not a
Nonrecoverable
Advance. If the Trustee receives a Trustee Advance Notice on or
before 3:30
P.M., New York time on a Master Servicer Advance Date, the Trustee
shall, not
later than 3:00 P.M., New York time, on the related Distribution
Date, deposit
in the Distribution Account an amount equal to the Advance
Deficiency
identified in such Trustee Advance Notice unless it is prohibited
from so
doing by applicable law. Notwithstanding the foregoing, the Trustee
shall not
be required to make such deposit if the Trustee shall have received
written
notification from the Master Servicer that the Master Servicer has
deposited
or caused to be deposited in the Certificate Account an amount
equal to such
Advance Deficiency. All Advances made by the Trustee pursuant to
this Section
4.01(b) shall accrue interest on behalf of the Trustee at the
Trustee Advance
Rate from and including the date such Advances are made to but
excluding the
date of repayment, with such interest being an obligation of the
Master
Servicer and not the Trust Fund. The Master Servicer shall
reimburse the
Trustee for the amount of any Advance made by the Trustee pursuant
to this
Section 4.01(b) together with accrued interest, not later than the
fifth day
following the related Master Servicer Advance Date. In the event
that the
Master Servicer does not reimburse the Trustee in accordance with
the
requirements of the preceding sentence, the Trustee shall have the
right, but
not the obligation, to immediately (a) terminate all of the rights
and
obligations of the Master Servicer under this Agreement in
accordance with
Section 7.01 and (b) subject to the limitations set forth in
Section 3.04,
assume all of the rights and obligations of t
