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EXHIBIT 99.1
------------
6
<PAGE>
EXECUTION COPY
====================
CWMBS, INC.,
Depositor
COUNTRYWIDE HOME LOANS, INC.,
Seller
PARK GRANADA 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, 2005
----------------------------------
CHL MORTGAGE PASS-THROUGH TRUST 2005-7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-7
====================
<PAGE>
<TABLE>
<CAPTION>
Table of Contents
Page
----
ARTICLE I DEFINITIONS
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES
<S> <C>
SECTION 2.01. Conveyance of Mortgage
Loans......................................................50
SECTION 2.02. Acceptance by Trustee of the Mortgage
Loans.......................................54
SECTION 2.03. Representations, Warranties and Covenants of the
Sellers and Master
Servicer..........................................................................56
SECTION 2.04. Representations and Warranties of the Depositor as
to the Mortgage Loans..........58
SECTION 2.05. Delivery of Opinion of Counsel in Connection with
Substitutions...................58
SECTION 2.06. Execution and Delivery of
Certificates............................................59
SECTION 2.07. REMIC
Matters.....................................................................59
SECTION 2.08. Covenants of the Master
Servicer..................................................59
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
SECTION 3.01. Master Servicer to Service Mortgage
Loans.........................................61
SECTION 3.02. Subservicing; Enforcement of the Obligations of
Subservicers......................62
SECTION 3.03. Rights of the Depositor and the Trustee in Respect
of the Master Servicer.........62
SECTION 3.04. Trustee to Act as Master
Servicer.................................................63
SECTION 3.05. Collection of Mortgage Loan Payments; Certificate
Account; Distribution
Account; Carryover Reserve Fund; Corridor Contract Reserve
Fund...................63
SECTION 3.06. Collection of Taxes, Assessments and Similar
Items; Escrow Accounts...............67
SECTION 3.07. Access to Certain Documentation and Information
Regarding the Mortgage
Loans.............................................................................67
SECTION 3.08. Permitted Withdrawals from the Certificate
Account, the Distribution
Account, the Carryover Shortfall Reserve Fund and Corridor
Contract
Reserve
Fund......................................................................68
SECTION 3.09. Maintenance of Hazard Insurance; Maintenance of
Primary Insurance
Policies..........................................................................70
SECTION 3.10. Enforcement of Due-on-Sale Clauses; Assumption
Agreements.........................71
SECTION 3.11. Realization Upon Defaulted Mortgage Loans;
Repurchase of Certain Mortgage
Loans.............................................................................73
SECTION 3.12. Trustee to Cooperate; Release of Mortgage
Files...................................76
i
<PAGE>
<CAPTION>
<S> <C>
SECTION 3.13. Documents, Records and Funds in Possession of
Master Servicer to be Held
for the
Trustee...................................................................77
SECTION 3.14. Servicing
Compensation............................................................77
SECTION 3.15. Access to Certain
Documentation...................................................78
SECTION 3.16. Annual Statement as to
Compliance.................................................78
SECTION 3.17. Annual Independent Public Accountants' Servicing
Statement; Financial
Statements........................................................................78
SECTION 3.18. Errors and Omissions Insurance; Fidelity
Bonds....................................79
SECTION 3.19. Notification of
Adjustments.......................................................79
SECTION 3.20. Corridor
Contracts................................................................80
ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
SECTION 4.01.
Advances..........................................................................81
SECTION 4.02. Priorities of
Distribution........................................................82
SECTION 4.03. Allocation of Net Deferred
Interest...............................................88
SECTION 4.04. Allocation of Realized
Losses.....................................................89
SECTION 4.05. Cross-Collateralization; Adjustments to Available
Funds...........................90
SECTION 4.06. Monthly Statements to
Certificateholders..........................................91
SECTION 4.07.
[Reserved]........................................................................93
SECTION 4.08. Determination of Pass-Through Rates for LIBOR
Certificates........................93
SECTION 4.09. Distributions from the Corridor Contract Reserve
Fund.............................95
ARTICLE V THE CERTIFICATES
SECTION 5.01. The
Certificates..................................................................96
SECTION 5.02. Certificate Register; Registration of Transfer and
Exchange of
Certificates......................................................................96
SECTION 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates................................101
SECTION 5.04. Persons Deemed
Owners............................................................101
SECTION 5.05. Access to List of Certificateholders' Names and
Addresses........................101
SECTION 5.06. Maintenance of Office or
Agency..................................................102
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01. Respective Liabilities of the Depositor and the
Master Servicer..................103
SECTION 6.02. Merger or Consolidation of the Depositor or the
Master Servicer..................103
SECTION 6.03. Limitation on Liability of the Depositor, the
Sellers, the Master
Servicer and
Others..............................................................103
SECTION 6.04. Limitation on Resignation of Master
Servicer.....................................104
ARTICLE VII DEFAULT
SECTION 7.01. Events of
Default................................................................105
SECTION 7.02. Trustee to Act; Appointment of
Successor.........................................106
SECTION 7.03. Notification to
Certificateholders...............................................108
ii
<PAGE>
<CAPTION>
ARTICLE VIII CONCERNING THE TRUSTEE
<S> <C>
SECTION 8.01. Duties of
Trustee................................................................109
SECTION 8.02. Certain Matters Affecting the
Trustee............................................110
SECTION 8.03. Trustee Not Liable for Certificates or Mortgage
Loans............................111
SECTION 8.04. Trustee May Own
Certificates.....................................................111
SECTION 8.05. Trustee's Fees and
Expenses......................................................111
SECTION 8.06. Eligibility Requirements for
Trustee.............................................112
SECTION 8.07. Resignation and Removal of
Trustee...............................................112
SECTION 8.08. Successor
Trustee................................................................113
SECTION 8.09. Merger or Consolidation of
Trustee...............................................113
SECTION 8.10. Appointment of Co-Trustee or Separate
Trustee....................................114
SECTION 8.11. Tax
Matters......................................................................115
ARTICLE IX TERMINATION
SECTION 9.01. Termination upon Liquidation or Purchase of all
Mortgage Loans...................117
SECTION 9.02. Final Distribution on the
Certificates...........................................119
SECTION 9.03. Additional Termination
Requirements..............................................120
ARTICLE X MISCELLANEOUS PROVISIONS
SECTION 10.01.
Amendment........................................................................121
SECTION 10.02. Recordation of Agreement;
Counterparts...........................................122
SECTION 10.03. Governing
Law....................................................................123
SECTION 10.04. Intention of
Parties.............................................................123
SECTION 10.05.
Notices..........................................................................123
SECTION 10.06. Severability of
Provisions.......................................................124
SECTION 10.07.
Assignment.......................................................................125
SECTION 10.08. Limitation on Rights of
Certificateholders.......................................125
SECTION 10.09. Inspection and Audit
Rights......................................................125
SECTION 10.10. Certificates Nonassessable and Fully
Paid........................................126
SECTION 10.11.
[Reserved].......................................................................126
SECTION 10.12. Protection of
Assets.............................................................126
</TABLE>
iii
<PAGE>
<TABLE>
<CAPTION>
SCHEDULES
<S> <C> <C>
Schedule I: Mortgage Loan
Schedule.............................................................S-I-1
Schedule II-A: Representations and Warranties of
Countrywide...................................S-II-A-1
Schedule II-B: Representations and Warranties of Park
Granada..................................S-II-B-1
Schedule 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 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
EXHIBITS
Exhibit A: Form of Senior Certificate (other than Notional
Amount
Certificates)........................................................................A-1
Exhibit B: Form of Subordinated
Certificate.....................................................B-1
Exhibit C: Form of Class A-R
Certificate........................................................C-1
Exhibit D: Form of Notional Amount
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
Exhibit J-2: Form of Transferor Certificate
(Private).............................................J-2
Exhibit K: Form of Investment Letter [Non-Rule
144A]............................................K-1
Exhibit L: Form of Rule 144A
Letter.............................................................L-1
Exhibit M: Form of Request for Release (for
Trustee)............................................M-1
Exhibit N: Form of Request for Release of Documents (Mortgage
Loan)
Paid in Full, Repurchased and
Replaced)..............................................N-1
Exhibit O:
[Reserved]...........................................................................O-1
Exhibit P:
[Reserved]...........................................................................P-1
Exhibit Q: Standard & Poor's LEVELS(R) Version 5.6 Glossary
Revised, Appendix E...................Q-1
Exhibit R: Form of Corridor
Contract............................................................R-1
Exhibit S: Form of Assignment
Agreement.........................................................S-1
</TABLE>
iv
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of January 1,
2005,
among CWMBS, 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"), 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 Shortfall
Reserve Fund, the
Corridor Contracts and the Corridor Contract Reserve Fund) will
consist of
four real estate mortgage investment conduits (each a "REMIC"
or, in the
alternative, the "Lower Tier REMIC A," the "Lower Tier REMIC B,"
the "Middle
Tier REMIC" and the "Master REMIC," respectively). Each
Certificate, other
than the Class A-R Certificate, will represent ownership of one
or more
regular interests in the Master REMIC for purposes of the REMIC
Provisions.
The Class A-R Certificate represents ownership of the sole class
of residual
interest in the Lower Tier REMIC A, Lower Tier REMIC B, the
Middle Tier REMIC
and the Master REMIC. The Master REMIC will hold as assets the
several classes
of uncertificated Middle Tier REMIC Interests (other than the
Class MT-A-R
Interest). The Middle Tier REMIC will hold as assets the several
classes of
uncertificated Lower Tier REMIC B Interests (other than the
Class LTB-A-R
Interest). The Lower Tier REMIC B will hold as assets the
several classes of
uncertificated Lower Tier REMIC A Interests (other than the
Class LTA-A-R
Interest). The Lower Tier REMIC A will hold as assets all
property of the
Trust Fund (other than the Carryover Shortfall Reserve Fund, the
Corridor
Contracts and the Corridor Contract Reserve Fund). Each Middle
Tier REMIC
Interest (other than the Class MT-A-R Interest) is hereby
designated as a
regular interest in the Middle Tier REMIC. Each Lower Tier REMIC
A Interest
(other than the Class LTA-A-R Interest) is hereby designated as
a regular
interest in the Lower Tier REMIC A and Each Lower Tier REMIC B
Interest (other
than the Class LTB-A-R Interest) is hereby designated as a
regular interest in
the Lower Tier REMIC B. The latest possible maturity date of all
REMIC regular
interests created in this Agreement shall be the Latest Possible
Maturity
Date.
The foregoing REMIC structure is intended to cause all of the
cash
from the Mortgage Loans to flow through to the Master REMIC as
cash flow on a
REMIC regular interest, without creating any shortfall-actual or
potential
(other than for credit losses) to any REMIC regular interest. It
is not
intended that the Class A-R Certificates be entitled to any cash
flow pursuant
to this Agreement except as provided in Section
4.02(a)(1)(iv)(y) hereunder,
(that is, its entitlement to $100 plus interest thereon).
<PAGE>
The following table set forth characteristics of the Interests
in the
Lower Tier REMIC A.
------------------------------------------------------------------------------
The Lower Tier Initial Principal Interest Rate Corresponding
REMIC A Balance Aggregate Group
Interests
------------------------------------------------------------------------------
LTA-I........ (1) (2) I
------------------------------------------------------------------------------
LTA-II....... (1) (2) II
------------------------------------------------------------------------------
LTA-A-R..... (3) (3) N/A
------------------------------------------------------------------------------
---------------
(1) This Class of Lower Tier REMIC A Interest will have an
intial
Principal Balance equal to the initial principal balance of
the
mortgages in the Corresponding Loan Group.
(2) This Class of Lower Tier REMIC A Interest will have an
Interest Rate
equal to the weighted average of the Adjusted Net Mortgage Rates
of
the Mortgage Loans in the Corresponding Aggregate Group.
(3) The Class LTA-AR Interest is the sole class of residual
interest in
the Lower Tier REMIC A. It has no principal balance and pays
no
principal or interest.
On each Distribution Date, the Available Funds for each
Aggregate
Loan Group will be distributed with respect to the corresponding
Aggregate
Loan Group's corresponding LTA Interests in the following
manner:
(1) Interest. Interest will be distributed with respect to
the
corresponding LTA Interest at the rate, or according to the
formula, described
above;
(2) Principal. All principal amounts with respect to Aggregate
Loan
Group I will be distributed to the LTA-I Interest and all
principal amounts
with respect to Aggregate Loan Group II will be distributed to
the LTA-II
Interest .
2
<PAGE>
The following table specifies the Class designation, interest
rate,
and principal amount for each Class of Lower Tier REMIC B
Interest:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Lower Tier REMIC B Initial Pass-Through Corresponding Loan
Corresponding Aggregate
Interests Balance Rate Group Group
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LTB-1....................... (1) (2) 1 I
--------------------------------------------------------------------------------------------------------------
LTB-A-2 .................... (3) (2) 2 II
--------------------------------------------------------------------------------------------------------------
LTB-B-2 .................... (3) (2) 2 II
--------------------------------------------------------------------------------------------------------------
LTB-C-2 .................... (3) (2) 2 II
--------------------------------------------------------------------------------------------------------------
LTB-A-3 .................... (3) (2) 3 II
--------------------------------------------------------------------------------------------------------------
LTB-B-3 .................... (3) (2) 3 II
--------------------------------------------------------------------------------------------------------------
LTB-C-3 .................... (3) (2) 3 II
--------------------------------------------------------------------------------------------------------------
LTB-A-R..................... (4) (4) N/A N/A
--------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Class of Lower Tier REMIC B Interest will have an
intial
Principal Balance equal to the initial principal balance of
the
mortgages in the Corresponding Loan Group.
(2) A Rate equal to the weighted average of the Adjusted Net
Mortgage
Rates of the Mortgage Loans of the Corresponding Loan Group.
(3) With respect to these Interests, each Lower Tier REMIC B
Interest
having an "A" designation (each, an "LTB-A Interest") will have
a
principal balance initially equal to 0.9% of the Subordinate
Portion
("SP") of its Corresponding Loan Group. Each Lower Tier REMIC
B
Interest having a "B" designation (each, an "LTB-B Interest")
will
have a principal balance initially equal to 0.1% of the SP of
its
Corresponding Loan Group. The initial principal balance of each
Lower
Tier REMIC B Interest having an "C" designation (each, an
"LTB-C
Interest") will equal the excess of its Corresponding Loan Group
over
the initial aggregate principal balances of the LTB-A and
LTB-B
Interests corresponding to such Loan Group.
(4) This Lower Tier REMIC B Interest is the sole class of
residual
interest in Lower Tier REMIC B. It has no principal balance
and
pays no principal or interest.
On each Distribution Date, the Available Funds for Aggregate
Loan
Group I will be distributed with respect to the corresponding
Aggregate Group
I Interests in the following manner:
(1) Interest. Interest will be distributed with respect to the
LTB-1
Interest at the rate, or according to the formula, described
above;
3
<PAGE>
(2) Principal. All principal amounts with respect to Loan Group
1
will be distributed to the LTB-1 Interest.
On each Distribution Date, the Available Funds for Aggregate
Loan
Group II will be distributed with respect to the corresponding
Aggregate Group
II Interests in the following manner:
(1) Interest. Interest will be distributed with respect to
each
Aggregate Group II Interest at the rate, or according to the
formulas,
described above;
(2) Principal, if no Cross-Over Situation Exists. If no
Cross-Over
Situation exists with respect to any Class of Aggregate Group II
Interests,
Principal Amounts arising with respect to each of Loan Group 2
and Loan Group
3 will be allocated: first to cause the Loan Group's
corresponding LTB-A and
LTB-B Interests to equal 0.9% of the SP and 0.1% of the
Corresponding Loan
Group, and then to the corresponding LTB-C Interest.
(3) Principal if a Cross-Over Situation Exists. If a
Cross-Over
Situation exists with respect to the Class A and Class B
Aggregate Group II
Interests of a Loan Group, then:
(a) If the Calculation Rate in respect of the outstanding Class
A and
Class B Interests of a Loan Group is less than the
Subordinate
Pass-Through Rate for Aggregate Loan Group II, then
Principal
Relocation Payments will be made proportionately to the
outstanding
Class A Interests prior to any other principal distributions
from the
Loan Group.
(b) If the Calculation Rate in respect of the outstanding Class
A and
Class B Interests of a Loan Group is greater than the
Subordinate
Pass-Through Rate for Aggregate Loan Group II, then
Principal
Relocation Payments will be made to the outstanding Class B
Interests
prior to any other principal distributions from the Loan
Group.
In each case, Principal Relocation Payments will be made so as
to
cause the Calculation Rate in respect of the outstanding Class A
and Class B
Interests to equal the Subordinate Pass-Through Rate for
Aggregate Loan Group
II. With respect to each Corresponding Loan Group, if (and to
the extent that)
the sum of (a) the principal payments comprising the Principal
Amount received
during the Due Period and (b) the Realized Losses, are
insufficient to make
the necessary reductions of principal on the Class A and Class B
Interests,
then interest will be added to the Loan Group's Class C
Interest..
(c) The outstanding aggregate Class A and Class B Interests for
all
Corresponding Loan Groups in Aggregate Loan Group II will not
be
reduced below 1% of the excess of (i) the aggregate
outstanding
Stated Principal Balances of the Mortgage Loans in Aggregate
Loan
Group II as of the end of any Due Period over (ii) the
aggregate
Class Certificate Balance of the Group II Senior Certificates as
of
the related Distribution Date (after taking into account
distributions of principal on such Distribution Date).
If (and to the extent that) the limitation in paragraph (c)
prevents the
distribution of principal to the corresponding Class A and Class
B Interests
of a Loan Group, and if the Loan Group's Class E Interest has
already been
reduced to zero, then the excess principal from that Loan Group
will be paid
to the Class E Interests of the other corresponding Loan Groups
in Aggregate
Loan
4
<PAGE>
Group II, the aggregate Class A and Class B Interests of which
are less
than 1% of the Subordinated Portion of such Loan Groups. If the
Loan Group
Corresponding to the Class E Interest that receives such payment
has a
Weighted Average Adjusted Net Mortgage Rate below the Weighted
Average
Adjusted Net Mortgage Rate of the Loan Group making the payment,
then the
payment will be treated by the Lower Tier REMIC B as a Realized
Loss.
Conversely, if a Loan Group corresponding to the Class E
Interest that
receives such payment has a Weighted Average Adjusted Net
Mortgage Rate above
the Weighted Average Adjusted Net Mortgage Rate of the Loan
Group making the
payment, then the payment will be treated by the Lower Tier
REMIC B as a
reimbursement for prior Realized Losses.
The following table set forth characteristics of the Interests
in the
Middle Tier REMIC (the "Middle Tier REMIC Interests"):
The following table specifies the Class designation, interest
rate,
and principal amount for each Class of Middle Tier REMIC
Interests:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Middle Tier REMIC Interest Initial Principal Balance Interest
Rate Corresponding Master REMIC
Certificate
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
MT-1-A-1 $410,596,000.00 (1) Class 1-A-1, Class 1-X (2)
-------------------------------------------------------------------------------------------------------------------
MT-1-A-2 $30,677,000.00 (1) Class 1-A-2, Class 1-X (2)
-------------------------------------------------------------------------------------------------------------------
MT-2-A-1 (3) (4) Class 2-A-1
-------------------------------------------------------------------------------------------------------------------
MT-2-A-2 (3) (4) Class 2-A-2
-------------------------------------------------------------------------------------------------------------------
MT-2-X-Accrual (3) (4) N/A
-------------------------------------------------------------------------------------------------------------------
MT-3-A-1 (5) (6) Class 3-A-1
-------------------------------------------------------------------------------------------------------------------
MT-3-A-2 (5) (6) Class 3-A-2
-------------------------------------------------------------------------------------------------------------------
MT-3-A-3 $15,479,000.00 (6) Class 3-A-3
-------------------------------------------------------------------------------------------------------------------
MT-3-X-Accrual (5) (6) N/A
-------------------------------------------------------------------------------------------------------------------
MT-$100 $100.00 (1) Class A-R
-------------------------------------------------------------------------------------------------------------------
MT-I-M-1 $10,855,000.00 (1) Class I-M-1, Class 1-X (2)
-------------------------------------------------------------------------------------------------------------------
MT-I-B-1 $6,843,000.00 (1) Class I-B-1, Class 1-X (2)
-------------------------------------------------------------------------------------------------------------------
MT-I-B-2 $4,956,000.00 (1) Class I-B-2, Class 1-X (2)
-------------------------------------------------------------------------------------------------------------------
MT-I-B-3 $3,775,000.00 (1) Class I-B-3
-------------------------------------------------------------------------------------------------------------------
MT-I-B-4 $2,360,000.00 (1) Class I-B-4
-------------------------------------------------------------------------------------------------------------------
MT-I-B-5 $1,888,326.00 (1) Class I-B-5
-------------------------------------------------------------------------------------------------------------------
MT-II-M-1 (7) (8) Class II-M-1
-------------------------------------------------------------------------------------------------------------------
MT-II-B-1 (7) (8) Class II-B-1
-------------------------------------------------------------------------------------------------------------------
MT-II-B-2 (7) (8) Class II-B-2
-------------------------------------------------------------------------------------------------------------------
MT-II-B-3 $11,492,000.00 (8) Class II-B-3
-------------------------------------------------------------------------------------------------------------------
MT-II-B-4 $4,925,000.00 (8) Class II-B-4
-------------------------------------------------------------------------------------------------------------------
5
<PAGE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
MT-II-B-5 $3,283,587.00 (8) Class II-B-5
-------------------------------------------------------------------------------------------------------------------
MT-M-X-Accrual (6) (8) N/A
-------------------------------------------------------------------------------------------------------------------
MT-A-R (9) (9) N/A
-------------------------------------------------------------------------------------------------------------------
</TABLE>
---------------
(1) The interest rate with respect to any Distribution Date (and
the
related Interest Accrual Period) for this Middle Tier REMIC
Interest
is a per annum rate equal to the Weighted Average Adjusted
Net
Mortgage Rate of Loan Group 1 (the "Group 1 Net Rate Cap").
(2) For each Distribution Date, the Class 1-X Certificates are
entitled
to a portion of the interest payable on this Class of Middle
Tier
REMIC Interest. Specifically, for each Distribution Date, the
Class
1-X Certificates are entitled to the interest payable on this
Class
of Middle Tier REMIC Interest at a per annum rate equal to the
excess
of the Group 1 Net Rate Cap over the rate of interest payable on
the
corresponding Master REMIC Certificate (other than the Class
1-X
Certificate).
(3) This Middle Tier REMIC Interest has a principal balance that
is
initially equal to 50% of its Corresponding Certificate Class
issued
by the Master REMIC. Principal payments, both scheduled and
prepaid,
Realized Losses, Subsequent Recoveries and interest accruing on
the
MT-2-X-Accrual Interest will be allocated to this class to
maintain
its size relative to its Corresponding Certificate Class (that
is,
50%) with any excess payments of principal, Realized Losses
and
Subsequent Recoveries being allocated to the MT-2-X-Accrual
Interest
in such manner as to cause the principal balance of the MT-2-X
Accrual
Interest to have a principal balance equal to the principal
balance
of the Class MT-2-A-1 and Class MT-1-A-2 Interests (the
"MT-2-A
Interests" and together with the MT-1-X Accrual Interest, the
"MT-2
Interests") plus (b) 100% of the net deferred interest allocated
to
the Class 2-X Certificates.
(4) The interest rate with respect to any Distribution Date (and
the
related Interest Accrual Period) for this Middle Tier REMIC
Interest
is a per annum rate equal to the Weighted Average Adjusted
Net
Mortgage Rate of Loan Group 2 (the "Group 2 Net Rate Cap").
(5) This Middle Tier REMIC Interest has a principal balance that
is
initially equal to 50% of its Corresponding Certificate Class
issued
by the Master REMIC. Principal payments, both scheduled and
prepaid,
Realized Losses, Subsequent Recoveries and interest accruing on
the
MT-3-X-Accrual Interest will be allocated to this class to
maintain
its size relative to its Corresponding Certificate Class (that
is,
50%) with any excess payments of principal, Realized Losses
and
Subsequent Recoveries being allocated to the MT-3-X-Accrual
Interest
in such manner as to cause the principal balance of the MT-3-X
Accrual
Interest to have a principal balance equal to the principal
balance
of the Class MT-3-A-1 and Class MT-3-A-2 Interests (the
"MT-3-A
Interests" and together with the MT-3-X Accrual Interest, the
"MT-3
Interests") plus (b) 100% of the net deferred interest allocated
to
the Class 3-X Certificates.
(6) The interest rate with respect to any Distribution Date (and
the
related Interest Accrual Period) for this Middle Tier REMIC
Interest
is a per annum rate equal to the Weighted Average Adjusted
Net
Mortgage Rate of Loan Group 3 (the "Group 3 Net Rate Cap").
6
<PAGE>
(7) This Middle Tier REMIC Interest has a principal balance that
is
initially equal to 50% of its Corresponding Certificate Class
issued
by the Master REMIC. Principal payments, both scheduled and
prepaid,
Realized Losses, Subsequent Recoveries and interest accruing on
the
MT-M-X-Accrual Interest will be allocated to this class to
maintain
its size relative to its Corresponding Certificate Class (that
is,
50%) with any excess payments of principal, Realized Losses
and
Subsequent Recoveries being allocated to the MT-M-X-Accrual
Interest
in such manner as to cause the principal balance of the MT-M-X
Accrual
Interest to have a principal balance equal to the principal
balance
of the Class MT-II-M-1, MT-II-B-1 and Class MT-II-B-2 Interests
(the
"MT-II Interests" and together with the MT-M-X Accrual Interest,
the
"MT-II-X Interests") plus (b) 100% of the net deferred
interest
allocated to the Class II-X Certificates.
(8) The interest rate with respect to any Distribution Date (and
the
related Interest Accrual Period) for this Middle Tier REMIC
Interest
is a per annum rate equal to the Subordinate Pass-Through Rate
for
Aggregate Loan Group II.
(9) The MT-A-R is the sole Class of residual interest in the
Middle Tier
REMIC. It pays no interest or principal.
On each Distribution Date, the Available Funds payable with
respect
to the Lower Tier REMIC B Interest (other than the Class LTB-A-R
Interest)
shall be distributed with respect to the Middle Tier REMIC
Interests in the
following manner:
(1) Interest is to be distributed with respect to each Middle
Tier
REMIC Interest at the rate, or according to the formulas,
described above; and
(2) Principal is to be distributed with respect to each Middle
Tier
REMIC Interest in the manner described above.
On each Distribution Date, Realized Losses (and increases in
Principal Balances attributable to Subsequent Recoveries) shall
be allocated
among the Middle Tier REMIC Interests in the manner described
above..
The following table sets forth characteristics of the
Certificates,
together with minimum denominations and integral multiples in
excess thereof
in which such Classes shall be issued (except that one
Certificate of each
Class of Certificates may be issuable in a different amount and,
in addition,
one Residual Certificate representing the Tax Matters Person
Certificate may
be issued in a different amount for each class of REMIC
Interest):
7
<PAGE>
<TABLE>
<CAPTION>
======================================================================================================================
Integral
Initial Class Pass-Through Multiples
Class Certificate Rate Minimum in Excess of
Designation Balance (per annum) (1) Denomination Minimum
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class 1-A-1 $410,596,000.00 (2) $25,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
Class 1-A-2 $30,677,000.00 (2) $25,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
Class 1-X (3) (4) $25,000.00(21) $1,000.00(21)
----------------------------------------------------------------------------------------------------------------------
Class A-R $100.00 (5) (6) (6)
----------------------------------------------------------------------------------------------------------------------
Class 2-A-1 $382,964,000.00 (7) $25,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
Class 2-A-2 $164,127,000.00 (7) $25,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
Class 2-X (8) (9) $25,000.00(18) $1,000.00(21)
----------------------------------------------------------------------------------------------------------------------
Class 3-A-1 $25,000,000.00 (10) $25,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
Class 3-A-2 $170,060,000.00 (11) $25,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
Class 3-A-3 $15,479,000.00 (12) $25,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
Class 3-X (13) (14) $25,000.00(21) $1,000.00(21)
----------------------------------------------------------------------------------------------------------------------
Class I-M-1 $10,855,000.00 (15) $25,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
Class I-B-1 $6,843,000.00 (15) $25,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
Class I-B-2 $4,956,000.00 (15) $25,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
Class I-B-3 $3,775,000.00 (16) $100,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
Class I-B-4 $2,360,000.00 (16) $100,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
Class I-B-5 $1,888,326.00 (16) $100,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
Class II-X (17) (18) $25,000.00(18) $1,000.00(18)
----------------------------------------------------------------------------------------------------------------------
Class II-M-1 $18,058,000.00 (19) $25,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
Class II-B-1 $14,365,000.00 (19) $25,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
Class II-B-2 $11,081,000.00 (19) $25,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
Class II-B-3 $11,492,000.00 (20) $100,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
Class II-B-4 $4,925,000.00 (20) $100,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
Class II-B-5 $3,283,587.00 (20) $100,000.00 $1,000.00
----------------------------------------------------------------------------------------------------------------------
</TABLE>
------------------------------------------
(1) For income tax purposes, the entitlement of any Certificate
to any
Corridor Contract payment and Carryover Shortfall Amount shall
be
treated as described in Section 8.11. hereof.
(2) The Pass-Through Rates for the Class 1-A-1 and Class
1-A-2
Certificates for the Interest Accrual Period related to each
Distribution Date will be the least of (x) LIBOR plus the
applicable
Pass-Through Margin, (y) the related Net WAC Cap and (z) the
related
Maximum Rate. The Pass-Through Rates for the Class 1-A-1 and
Class
1-A-2
8
<PAGE>
Certificates for the Interest Accrual Period related to the
first Distribution Date are 2.82% and 2.95%, respectively.
(3) The Class 1-X Certificates will be Notional Amount
Certificates, will
have no Class Certificate Balance and will bear interest on
its
Notional Amount (initially, $463,927,000.00).
(4) The Pass-Through Rate for the Class 1-X Certificates for the
Interest
Accrual Period related to each Distribution Date will be a per
annum
rate equal to the excess, if any, of (i) the Weighted Average
Adjusted
Net Mortgage Rate of the Group 1 Mortgage Loans over (ii) the
weighted
average of the Pass-Through Rates of the Class 1-A-1, Class
1-A-2,
Class I-M-1, Class I-B-1 and I-B-2 Certificates for that
interest
accrual period (which in the case of the first Interest Accrual
Period
will be calculated assuming an Interest Accrual Period that
begins on
the Closing Date. The Pass-Through Rate for the Class 1-X
Certificates
for the Interest Accrual Period related to the first
Distribution Date
is 1.10403% per annum.
(5) The Pass-Through Rate for the Class A-R Certificate for each
Interest
Accrual Period for any Distribution Date will be a per annum
rate
equal to the Weighted Average Adjusted Net Mortgage Rate of the
Group
1 Mortgage Loans. The Pass-Through Rate for the Class A-R
Certificates
for the Interest Accrual Period related to the first
Distribution Date
is 3.86397% per annum.
(6) The Class A-R Certificate will be issued as two separate
certificates,
one with an initial Certificate Balance of $99.99 and the Tax
Matters
Person Certificate with an initial Certificate Balance of
$0.01.
(7) The Pass-Through Rates for the Class 2-A-1 and Class 2-A-2
Certificates
for the Interest Accrual Period related to each Distribution
Date will
be the least of (x) LIBOR plus the applicable Pass-Through
Margin, (y)
the related Net WAC Cap and (z) the related Maximum Margin.
The
Pass-Through Rates for the Class 2-A-1 and Class 2-A-2
Certificates for
the Interest Accrual Period related to the first Distribution
Date are
2.86% and 2.91%, respectively.
(8) The Class 2-X Certificates initially will have no Class
Certificate
Balance and will bear interest on the Component Notional Amount
of the
Class 2-X IO Component (initially $547,091,000.00).
(9) Interest will accrue with respect to the Class 2-X
Certificates for
each Interest Accrual Period related to each Distribution Date
in an
amount equal to the sum of the interest accrued on the Class 2-X
IO
Component (based upon the Component Notional Amount) and the
Class 2-X
P Component (based upon the Component Principal Balance) at
its
respective Pass-Through Rate for that Distribution Date. For
income tax
purposes, the Class 2-X Certificates are entitled to, for each
Interest
Accrual Period, the "Class 2-X Distributable Amount," which is
a
specified portion of the interest on the MT-2 Interests equal to
the
excess of the Loan Group 2 Net Rate Cap over the product of two
and the
9
<PAGE>
weighted average interest rate of the MT-2 Interests with each
Interest
(other than the Class 2-X-Accrual Interest) subject to a cap
equal to
the Pass-Through Rate of the corresponding Certificate Class and
the
2-X-Accrual Interest subject to a cap of 0.00%. The Pass-Through
Rate
of the Class 2-X Certificates shall be a rate sufficient to
entitle the
Class 2-X Certificate to all interest accrued on the MT-2
Interests
less the interest accrued on the Class 2-A Certificates. The
Class 2-X
Distributable Amount for any Distribution Date is payable from
current
interest on the Group 2 Mortgage Loans.
(10) The Pass-Through Rate for the Class 3-A-1 Certificates for
(x) the
interest accrual period for the February 2005 Distribution Date
will be
a per annum rate equal to the Weighted Average Adjusted Net
Mortgage
Rate of the group 3 mortgage loans and (y) each interest accrual
period
for any Distribution Date thereafter will be a per annum rate
equal to
the Weighted Average Adjusted Net Mortgage Rate of the Group 3
Mortgage
Loans over 0.468%. The Pass-Through Rate for the Class 3-A-1
Certificates for the interest accrual period related to the
initial
Distribution Date is expected to be approximately 1.40668% per
annum..
(11) The Pass-Through Rate for the Class 3-A-2 Certificates for
(x) the
interest accrual period for the February 2005 Distribution Date
will be
a per annum rate equal to the Weighted Average Adjusted Net
Mortgage
Rate of the group 3 mortgage loans and (y) each interest accrual
period
for any Distribution Date thereafter will be a per annum rate
equal to
the Weighted Average Adjusted Net Mortgage Rate of the Group 3
Mortgage
Loans over 0.903%. The Pass-Through Rate for the Class 3-A-2
Certificates for the interest accrual period related to the
initial
Distribution Date is expected to be approximately 1.40668% per
annum.
(12) The Pass-Through Rate for the Class 3-A-3 Certificates for
the interest
accrual period related to each Distribution Date will be a per
annum
rate equal to the Weighted Average Adjusted Net Mortgage Rate of
the
Group 3 Mortgage Loans. The Pass-Through rate for the Class
3-A-3
Certificates for the interest accrual period related to the
initial
Distribution Date is expected to be approximately 1.40668% per
annum.
(13) The Class 3-X Certificates initially will have no Class
Certificate
Balance and will bear interest on the Component Notional Amount
of the
Class 3-X IO Component (initially $195,060,000.00).
(14) Interest will accrue with respect to the Class 3-X
Certificates for
each Interest Accrual Period related to each Distribution Date
in an
amount equal to the sum of the interest accrued on the Class 3-X
IO
Component (based upon the Component Notional Amount) and the
Class 3-X
P Component (based upon the Component Principal Balance) at
its
respective Pass-Through Rate for that Distribution Date. For
income tax
purposes, the Class 3-X Certificates are entitled to, for each
Interest
Accrual Period, the "Class 3-X Distributable Amount," which is
a
specified portion of the interest on the MT-3 Interests equal to
the
excess of the Loan Group 3 Net Rate Cap over the product of two
and the
weighted average interest rate of the MT-3 Interests with each
Interest
(other than the Class 3-X-Accrual Interest) subject to a cap
equal to
the Pass-Through Rate of the corresponding Certificate Class and
the
3-X-Accrual Interest subject to a cap of 0.00%.
10
<PAGE>
The Pass-Through Rate of the Class 3-X Certificates shall be a
rate
sufficient to entitle the Class 3-X Certificate to all
interest
accrued on the MT-3 Interests less the interest accrued on
the
Class 3-A-1 and Class 3-A-2 Certificates. The Class 3-X
Distributable
Amount for any Distribution Date is payable from current
interest on
the Group 3 Mortgage Loans.
(15) The Pass-Through Rates for the Class I-M-1, Class I-B-1 and
Class
I-B-2 Certificates for the Interest Accrual Period related to
each
Distribution Date will be the least of (x) LIBOR plus the
applicable
Pass-Through Margin, (y) the related Net WAC Cap and (z) the
related
Maximum Rate. The Pass-Through Rates for the Class I-M-1, Class
I-B-1
and Class I-B-2 Certificates for the Interest Accrual Period
related
to the first Distribution Date are 3.05%, 3.40% and 4.05% per
annum,
respectively.
(16) The Pass-Through Rate for the Class I-B-3, Class I-B-4 and
Class I-B-5
Certificates for each Interest Accrual Period for any
Distribution Date
will be a per annum rate equal to the Weighted Average Adjusted
Net
Mortgage Rate of the group 1 mortgage loans. The Pass-Through
Rate for
each of these Classes of Certificates for the Interest Accrual
Period
for the first Distribution Date is 3.86397% per annum.
(17) The II-X Certificates initially will have no Class
Certificate Balance
and will bear interest on the Component Notional Amount of the
Class
II-X IO Component (initially $43,504,000.00).
(18) Interest will accrue with respect to the Class II-X
Certificates for
each Interest Accrual Period related to each Distribution Date
in an
amount equal to the sum of the interest accrued on the Class
II-X IO
Component (based upon the Component Notional Amount) and the
Class
II-X P Component (based upon the Component Principal Balance) at
its
respective Pass-Through Rate for that Distribution Date. For
income
tax purposes, the Class II-X Certificates are entitled to, for
each
Interest Accrual Period, the "Class II-X Distributable Amount,"
which
is a specified portion of the interest on the MT-II-X Interests
equal
to the excess of the Adjusted Subordinate Net Rate Cap over
the
product of two and the weighted average interest rate of the
MT-II-X
Interests with each Interest (other than the Class
M-II-X-Accrual
Interest) subject to a cap equal to the Pass-Through Rate of
the
corresponding Certificate Class and the M-II-X-Accrual
Interest
subject to a cap of 0.00%. The Pass-Through Rate of the Class
M-II-X
Certificates shall be a rate sufficient to entitle the Class
M-II-X
Certificate to all interest accrued on the MT-II-X Interests
less the
interest accrued on the Class II-M-1 and Class II-B-1 and Class
II-B-2
Certificates. The Class II-X Distributable Amount for any
Distribution
Date is payable from current interest on the Mortgage Loans in
Group 2
and Group 3.
(19) The Pass-Through Rates for the Class II-M-1, Class II-B-1
and Class
II-B-2 Certificates for the Interest Accrual Period related to
each
Distribution Date will be the least of (x) LIBOR plus the
applicable
Pass-Through Margin, (y) the related Net WAC Cap and (z) the
related
Maximum Rate. The Pass-Through Rates for the Class I-M-1, Class
I-B-1
and Class I-B-2 Certificates for the Interest Accrual Period
related
to the first Distribution Date are 3.15%, 3.55% and 4.35%,
respectively.
11
<PAGE>
(20) The Pass-Through Rate for the Class II-B-3, Class II-B-4
and Class
II-B-5 Certificates for each Interest Accrual Period for any
Distribution Date will be a per annum rate equal to the
Aggregate
Group II Weighted Average Rate. The Pass-Through Rate for each
of
these Classes of Certificates for the Interest Accrual Period
for the
first Distribution Date is 1.18962% per annum.
(21) Denomination is based on Notional Amount.
12
<PAGE>
Set forth below are designations of Classes or Components of
Certificates and other defined terms to the categories used in
this Agreement:
Accretion Directed
Certificates........................ None.
Accretion Directed Components....... None.
Accrual Certificates................ None.
Accrual Components.................. None.
Book-Entry Certificates............. All Classes of Certificates
other than
the Physical Certificates.
COFI Certificates................... None.
Combined Certificates............... None.
Component Certificates.............. Class 2-X, Class 3-X and
Class II-X
Certificates.
Components.......................... The Class 2-X Certificates
are
comprised of the Class 2-X IO
Component and the Class 2-X P
Component. The Class 3-X Certificates
are comprised of the Class 3-X IO
Component and the Class 3-X P
Component. The Class II-X
Certificates are comprised of the
Class II-X IO Component and the Class
II-X P Component. Each Component
will have the Initial Component
Principal Balance or Component
Notional Amount, as applicable, and
Pass-Through Rate set forth below:
<TABLE>
<CAPTION>
Initial
Component
Principal Initial Component Pass-Through
Designation Balance Notional Amount Rate
----------- ------- --------------- ----
<S> <C> <C> <C>
Class 2-X IO Component N/A $547,091,000 (1)
Class 2-X P Component $0 N/A (2)
Class 3-X IO Component N/A $195,060,000 (3)
Class 3-X P Component $0 N/A (4)
Class II-X IO Component N/A $43,504,000 (5)
Class II-X P Component $0 N/A (6)
</TABLE>
-------------------
(1) For the Interest Accrual Period
related to each Distribution Date, a
per annum rate equal to the excess,
if any, of (i) the Weighted Average
Adjusted Net Mortgage Rate of the
Mortgage Loans in Loan Group 2 over
(ii) the weighted average of the
Pass-Through Rates of the Class
2-A-1 and Class 2-A-2 Certificates
(as adjusted to reflect the accrual
of interest on the basis of a
360-day year consisting of twelve
30-day months) for their
corresponding Interest Accrual
Period (which in the
13
<PAGE>
case of the first Interest Accrual
Period will be calculated assuming an
Interest Accrual Period that begins on
the Closing Date). The Pass-Through
Rate for the Class 2-X IO Component
for the Interest Accrual Period related
to the first Distribution Date is
0.00000% per annum.
(2) For the Interest Accrual Period
related to each Distribution Date, a
per annum rate equal to the Weighted
Average Adjusted Net Mortgage Rate
of the Mortgage Loans in Loan Group
2. The Pass-Through Rate for the
Class 2-X P Component for the
Interest Accrual Period related to
the first Distribution Date is
1.10609% per annum.
(3) The Pass-Through Rate for the
Class 3-X IO Component for the
Interest Accrual Period related to
the first Distribution Date is 0%
per annum. The Pass-Through Rate for
the Class 3-X IO Component for the
Interest Accrual Period for any
Distribution Date thereafter will be
a per annum rate equal to the
weighted average of 0.468% and
0.903%, weighted on the basis of the
Class Certificate Balances of the
Class 3-A-1 and Class 3-A-2
Certificates, respectively,
immediately prior to such
Distribution Date.
(4) For the Interest Accrual Period
related to each Distribution Date, a
per annum rate equal to the Weighted
Average Adjusted Net Mortgage Rate
of the Mortgage Loans in Loan Group
3. The Pass-Through Rate for the
Class 3-X P Component for the
Interest Accrual Period related to
the first Distribution Date is
1.18962% per annum.
(5) For the Interest Accrual Period
related to each Distribution Date, a
per annum rate equal to the excess,
if any, of (i) the Aggregate Group
II Weighted Average Rate over (ii)
the weighted average of the
Pass-Through Rates of the Class
II-M-1, Class II-B-1 and Class
II-B-2 Certificates (as adjusted to
reflect the accrual of interest on
the basis of a 360-day year
consisting of twelve 30-day months)
for their corresponding Interest
Accrual Period (which in the case of
the first Interest Accrual Period
will be calculated assuming an
Interest Accrual Period that begins
on the Closing Date). The
Pass-Through Rate for the Class II-X
IO Component for the Interest
Accrual Period related to the first
Distribution Date is 0.00000% per
annum.
(6) For the Interest Accrual Period
related to each Distribution Date, a
per annum rate equal to the
Aggregate Group II Weighted Average
Rate (as adjusted to reflect the
accrual of interest on the basis of
a 360-day year consisting of twelve
30-day months).
Delay Certificates.................. All interest-bearing
Classes of
Certificates other than the Non-Delay
Certificates, if any.
ERISA-Restricted
Certificates........................ The Residual Certificates
and
Private Certificates; any
Certificate of a Class that does not
or no longer satisfies the
applicable rating requirement under
the Underwriter's Exemption.
Group 1 Senior Certificates......... Class 1-A-1, Class 1-A-2,
Class 1-X
and Class A-R Certificates.
14
<PAGE>
Group 1 Certificates................ Group 1 Senior Certificates
and the
Subordinated Portion related to Loan
Group 1.
Group 2 Senior Certificates......... Class 2-A-1, Class 2-A-2
and Class
2-X Certificates.
Group 2 Certificates................ Group 2 Senior Certificates
and the
Subordinated Portion related to Loan
Group 2.
Group 3 Senior Certificates......... Class 3-A-1, Class 3-A-2,
Class 3-A-3
and Class 3-X Certificates.
Group 3 Certificates................ Group 3 Senior Certificates
and the
Subordinated Portion related to Loan
Group 3.
Group I Senior Certificates......... Group 1 Senior
Certificates.
Group I
Subordinated Certificates........... Class I-M-1, Class I-B-1,
Class I-B-2,
Class I-B-3, Class I-B-4 and Class
I-B-5 Certificates.
Group I Certificates................ Group I Senior Certificates
and Group
I Subordinated Certificates.
Group II
Senior Certificates................. Group 2 Senior Certificates
and Group
3 Senior Certificates.
Group II
Subordinated Certificates........... Class II-X, Class II-M-1,
Class II-B-1,
Class II-B-2, Class II-B-3, Class
II-B-4 and Class II-B-5 Certificates.
Group II Certificates............... Group II Senior
Certificates and Group
II Subordinated Certificates.
LIBOR Certificates.................. Class 1-A-1, Class 1-A-2,
Class I-M-1,
Class I-B-1, Class 2-A-1, Class 2-A-2,
Class II-M-1, Class II-B-1, Class
II-M-2 and Class II-B-2 Certificates.
Non-Delay Certificates.............. LIBOR Certificates.
Notional Amount
Certificates........................ Class 1-X, Class 2-X, Class
3-X and
Class II-X Certificates.
Notional Amount
Components.......................... Class 2-X IO, Class 3-X IO
and Class
II-X IO Components.
15
<PAGE>
Offered Certificates................ All Classes of Certificates
other than
the Private Certificates.
Physical Certificates............... Private Certificates and
the Residual
Certificates.
Planned Principal Classes........... None.
Planned Principal
Components.......................... None.
Principal and Interest
Components.......................... Class 2-X P, Class 3-X P
and Class
II-X P Components.
Principal Only Certificates......... None.
Private Certificates................ Class I-B-3, Class I-B-4,
Class I-B-5,
Class II-B-3, Class II-B-4 and Class
II-B-5 Certificates.
Rating Agencies..................... S&P and Moody's.
Regular Certificates................ All Classes of
Certificates, other
than the Residual Certificates.
Residual Certificates............... Class A-R Certificates.
Senior Certificate Group............ Group 1 Senior
Certificates, Group 2
Senior Certificates and Group 3
Senior Certificates, as applicable.
Senior Certificates................. Class 1-A-1, Class 1-A-2,
Class 1-X,
Class 2-A-1, Class 2-A-2, Class 2-X,
Class 3-A-1, Class 3-A-2, Class 3-A-3,
Class 3-X and Class A-R Certificates.
Subordinated Certificates .......... Class I-M-1, Class I-B-1,
Class I-B-2,
Class I-B-3, Class I-B-4, Class I-B-5,
Class II-X, Class II-M-1, Class II-B-1,
Class II-B-2, Class II-B-3, Class
II-B-4 and Class II-B-5 Certificates.
Targeted Principal Classes.......... None.
Underwriter......................... Banc of America Securities
LLC.
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.
16
<PAGE>
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases, unless the
context otherwise requires, shall have the following
meanings:
Accretion Directed Certificates: As specified in the
Preliminary
Statement.
Accretion Direction Rule: Not applicable.
Accrual Amount: Not applicable.
Accrual Certificates: As specified in the Preliminary
Statement.
Accrual Components: As specified in the Preliminary
Statement.
Accrual Termination Date: Not applicable.
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.
Adjusted Rate Cap: Not applicable.
Advance: As to a Loan Group, the payment required to be made by
the
Master Servicer with respect to any Distribution Date pursuant
to Section
4.01, the amount of any such payment being equal to the
aggregate of payments
of principal and interest (net of the Master Servicing Fee) on
the Mortgage
Loans in such Loan Group that were due on the related Due Date
and not
received by the Master Servicer as of the close of business on
the related
Determination Date, together with an amount equivalent to
interest on each
Mortgage Loan as to which the related Mortgaged Property is an
REO Property,
net of any net income in the case of such REO Property, less the
aggregate
amount of any such delinquent payments that the Master Servicer
has determined
would constitute a Nonrecoverable Advance, if advanced.
Aggregate Group II Weighted Average Rate: For each Interest
Accrual
Period related to each Distribution Date, a per annum rate equal
to the sum of
the following for each of Loan Group 2 and Loan Group 3: the
product of (x)
the Weighted Average Adjusted Net Mortgage Rate of the Mortgage
Loans in the
related Loan Group and (y) a fraction, the numerator of which is
the related
Subordinated Portion immediately prior to that Distribution Date
and the
denominator of which is the aggregate Class Certificate Balance
of the Group
II Subordinated Certificates, in each case immediately prior to
that
Distribution Date.
17
<PAGE>
Aggregate Loan Group: Aggregate Loan Group I or Aggregate Loan
Group
II, as the context requires.
Aggregate Loan Group I: Loan Group 1.
Aggregate Loan Group II: Collectively, Loan Group 2 and Loan
Group 3.
Aggregate Subordinated Percentage: As to any Distribution Date
and
either Aggregate Loan Group, the fraction, expressed as a
percentage, the
numerator of which is equal to the aggregate Class Certificate
Balance of the
related Subordinated Certificates immediately prior to such
Distribution Date
and the denominator of which is the aggregate Stated Principal
Balance of all
the Mortgage Loans in such Aggregate Loan Group as of the Due
Date in the
month preceding the month of such Distribution Date (after
giving effect to
Principal Prepayments received in the Prepayment Period related
to that prior
Due Date).
Agreement: This Pooling and Servicing Agreement and all
amendments or
supplements to this Pooling and Servicing Agreement.
Allocable Share: As to any Distribution Date, any Loan Group and
any
Class of Certificates, the ratio that the amount calculated with
respect to
such Distribution Date (A) with respect to either of the Group I
Certificates
or Group II Senior Certificates, pursuant to clause (i) of the
definition of
Class Optimal Interest Distribution Amount (without giving
effect to any
reduction of such amount pursuant to Section 4.02(d)) and (B)
with respect to
the Group II Subordinated Certificates, pursuant to the
definition of Assumed
Interest Amount for such Class or after a Senior Termination
Date, with
respect to the Group II Senior Certificates pursuant to clause
(i) of the
definition of Class Optimal Interest Distribution Amount
(without giving
effect to any reduction of such amount pursuant to Section
4.02(d)) bears to
the aggregate amount calculated with respect to such
Distribution Date for
each such related Class of Certificates pursuant to clause (i)
of the
definition of Class Optimal Interest Distribution Amount
(without giving
effect to any reduction of such amounts pursuant to Section
4.02(d)) or the
definition of Assumed Interest Amount for such Loan Group and
Class, as
applicable.
Amount Held for Future Distribution: As to any Distribution Date
and
Mortgage Loans in a Loan Group, the aggregate amount held in the
Certificate
Account at the close of business on the related Determination
Date on account
of (i) Principal Prepayments received after the related
Prepayment Period and
Liquidation Proceeds and Subsequent Recoveries received in the
month of such
Distribution Date relating to Mortgage Loans in that Loan Group
and (ii) all
Scheduled Payments due after the related Due Date relating to
Mortgage Loans
in that Loan Group.
Applicable Credit Support Percentage: As defined in Section
4.02(e).
Appraised Value: 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 sales price of the Mortgaged Property
at the time of
the origination of such Mortgage Loan. 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. With respect to a
Streamlined
Documentation Mortgage Loan, (a) if the loan-to-
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<PAGE>
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.
Assignment Agreement: With respect to each Corridor Contract,
the
agreement, dated as of the Closing Date, among Banc of America
Securities LLC,
The Bank of New York and Bank of America, N.A., a form of which
is attached
hereto as Exhibit S.
Assumed Interest Amount: With respect to any Distribution Date,
any
Class of Group II Subordinated Certificates and the related Loan
Group, one
month's interest accrued during the related Interest Accrual
Period at the
Pass-Through Rate for such Class on the related Subordinated
Portion
immediately prior to that Distribution Date.
Available Funds: As to any Distribution Date and each Loan
Group, the
sum of (a) the aggregate amount held in the Certificate Account
at the close
of business on the related Determination Date in respect of the
related
Mortgage Loans pursuant to Section 3.05(b) net of the related
Amount Held for
Future Distribution and net of amounts permitted to be withdrawn
from the
Certificate Account pursuant to clauses (i) - (viii), inclusive,
of Section
3.08(a) in respect of the Mortgage Loans in that Loan Group and
amounts
permitted to be withdrawn from the Distribution Account pursuant
to clauses
(i) - (iii), inclusive, of Section 3.08(b) in respect of the
Mortgage Loans in
that Loan Group, (b) the amount of the related Advance, (c) in
connection with
Defective Mortgage Loans in such Loan Group, as applicable, the
aggregate of
the Purchase Prices and Substitution Adjustment Amounts
deposited on the
related Distribution Account Deposit Date, and (d) the Transfer
Payment
Received plus interest thereon as provided in Section 4.05 for
such Loan Group
less the Transfer Payment Made plus interest thereon as provided
in Section
4.05 for such Loan Group; provided, however, that with respect
to any Loan
Group in Aggregate Loan Group II, on a Senior Termination Date,
Available
Funds with respect to the Loan Group relating to the remaining
Senior
Certificate Group shall include the Available Funds from the
other Loan Group
in Aggregate Loan Group II after all distributions are made on
the Group II
Senior Certificates of the other Senior Certificate Group, and
on any
Distribution Date thereafter, Available Funds shall be
calculated based on all
the Mortgage Loans in Aggregate Loan Group II, as opposed to the
Mortgage
Loans in the related Loan Group.
Bankruptcy Code: Title 11 of the United States Code, as
amended.
Benefit Plan Opinion: As defined in Section 5.02(b).
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
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<PAGE>
the city in which the Corporate Trust Office of the Trustee is
located are
authorized or obligated by law or executive order to be
closed.
Calculation Rate: For each Distribution Date, in the case of
the
Class A and Class B Lower Tier REMIC Interests, the product of
(i) 10 and (ii)
the weighted average rate of the outstanding Class A and Class B
Interests,
treating each Class A Interest as capped at zero or reduced by a
fixed
percentage of 100% of the interest accruing on such Class.
Carryover Shortfall Amount: For any Class of LIBOR Certificates
and
any Distribution Date, the sum of (a) the excess, if any, of (i)
the amount of
interest such Class of Certificates would have been entitled to
receive on
such Distribution Date had the applicable Pass-Through Rate not
been subject
to the related Net WAC Cap up to the related Maximum Rate, over
(ii) the
amount of interest such Class of Certificates received on such
Distribution
Date based on the related Net WAC Cap (in each case, prior to
the reduction
for Net Deferred Interest and Net Interest Shortfalls) and (b)
with respect to
any Class of LIBOR Certificates the unpaid portion of any such
excess from
prior Distribution Dates (and interest accrued thereon at the
then applicable
Pass-Through Rate on such Class of Certificates, without giving
effect to the
related Net WAC Cap up to the related Maximum Rate).
Carryover Shortfall Reserve Fund: The separate fund 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 LIBOR
Certificates and the
Class X Certificates and designated "The Bank of New York in
trust for
registered holders of CWMBS, Inc., CHL Mortgage Pass-Through
Trust 2005-7,
Mortgage Pass-Through Certificates, Series 2005-7." Funds in the
Carryover
Shortfall Reserve Fund shall be held in trust for the Holders of
the LIBOR
Certificates and the Class 1-X, Class 2-X and Class II-X
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.
Certificate Account: The separate Eligible Account or
Accounts
created and maintained by the Master Servicer pursuant to
Section 3.05 with a
depository institution 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 CHL
Mortgage
Pass-Through Trust 2005-7, Mortgage Pass-Through Certificates
Series 2005-7."
Certificate Balance: With respect to any Certificate (other than
the
Notional Amount Certificates or Components) 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 any increase in the Certificate Balance of such Certificate
pursuant to
Section 4.02 due to the receipt of Subsequent Recoveries, (B)
minus the sum of
(i) all distributions of principal previously made with respect
to that
Certificate and (ii) all Realized Losses allocated to that
Certificate and, in
the case of any Subordinated Certificates, all other reductions
in Certificate
Balance previously allocated to that Certificate pursuant to
Section 4.04
without duplication, and (C) increased by the amount of Net
Deferred Interest
for the related Loan Group allocated to the applicable Class
pursuant to
Section 4.03.
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<PAGE>
Certificate Group: The Group 1 Certificates, Group 2
Certificates and
Group 3 Certificates as the context requires.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Book-Entry
Certificate. For the
purposes of this Agreement, in order for a Certificate Owner to
enforce any of
its rights 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 Certificate Balance: With respect to any Class and as to
any
date of determination, the aggregate of the Certificate Balances
of all
Certificates of such Class as of such date.
Class Interest Shortfall: As to any Distribution Date and Class,
the
amount by which the amount described in clause (i) of the
definition of Class
Optimal Interest Distribution Amount for such Class exceeds the
amount of
interest actually distributed on such Class on such Distribution
Date pursuant
to such clause (i).
Class LTI-A-R Interest: The sole class of "residual interest" in
the
Lower Tier REMIC I.
Class LTII-A-R Interest: The sole class of "residual interest"
in the
Lower Tier REMIC II.
Class MT-A-R Interest: The sole class of "residual interest" in
the
Middle Tier REMIC.
Class Optimal Interest Distribution Amount: With respect to
any
Distribution Date and interest-bearing Class or Component, the
sum of (i) one
month's interest accrued during the related Interest Accrual
Period at the
Pass-Through Rate for such Class or Component on the related
Class Certificate
Balance, Component Principal Balance, Notional Amount or
Component Notional
Amount, as applicable, immediately prior to such Distribution
Date, subject
21
<PAGE>
to reduction as provided in Section 4.02(d) and (ii) any Class
Unpaid Interest
Amounts for such Class or Component (other than any Carryover
Shortfall
Amounts), reduced by any Net Deferred Interest for the related
Distribution
Date added to their respective Class Certificate Balances or
Component
Principal Balances, as applicable, as described in Section
4.03.
Class Subordination Percentage: With respect to any Distribution
Date
and each Class of Group I Subordinated Certificates, the
quotient (expressed
as a percentage) of (a) the Class Certificate Balance of such
Class of Group I
Subordinated Certificates immediately prior to such Distribution
Date, divided
by (b) the aggregate of the Class Certificate Balances of all
Classes of Group
I Certificates (other than the related Notional Amount
Certificates)
immediately prior to such Distribution Date. With respect to any
Distribution
Date and each Class of Group II Subordinated Certificates, the
quotient
(expressed as a percentage) of (a) the Class Certificate Balance
of such Class
of Group II Subordinated Certificates immediately prior to such
Distribution
Date, divided by (b) the aggregate of the Class Certificate
Balances of all
Classes of Group II Certificates (other than the related
Notional Amount
Certificates) immediately prior to such Distribution Date.
Class Unpaid Interest Amounts: As to any Distribution Date and
Class
of interest-bearing Certificates or any interest-bearing
Component, the amount
by which the aggregate Class Interest Shortfalls for such Class
or Component
on prior Distribution Dates exceeds the amount distributed on
such Class or
Component on prior Distribution Dates pursuant to clause (ii) of
the
definition of Class Optimal Interest Distribution Amount.
Closing Date: January 27, 2005.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
COFI: The Monthly Weighted Average Cost of Funds Index for
the
Eleventh District Savings Institutions published by the Federal
Home Loan Bank
of San Francisco.
COFI Certificates: As specified in the Preliminary
Statement.
Compensating Interest: As to any Distribution Date and Loan
Group, an
amount equal to one-half of the Master Servicing Fee for the
related Loan
Group for the related Due Period.
Component: As specified in the Preliminary Statement.
Component Balance: Not applicable.
Component Certificates: As specified in the Preliminary
Statement.
Component Notional Amount: With respect to any Distribution Date
and
(i) the Class 2-X IO Component, the aggregate Class Certificate
Balance of the
Class 2-A-1 and Class 2-A-2 Certificates immediately prior to
such
Distribution Date, (ii) the Class 3-X IO Component, the
aggregate Class
Certificate Balance of the Class 3-A-1, Class 3-A-2 and Class
3-A-3
Certificates immediately prior to such Distribution Date, and
(iii) the Class
II-X IO Component, the
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<PAGE>
aggregate Class Certificate Balance of the Class II-M-1, Class
II-B-1 and
Class II-B-2 Certificates immediately prior to such Distribution
Date.
Component Principal Balance: As of any Distribution Date, the
Class
2-X P, Class 3-X P and Class II-X P Component will each have a
Component
Principal Balance equal to (i) the aggregate Net Deferred
Interest allocated
to such Component prior to that Distribution Date pursuant to
Section 4.03
minus (ii) all amounts actually distributed as principal of such
Component and
all Realized Losses applied in reduction of principal of such
Component on all
prior Distribution Dates plus (iii) any increase in the
Component Principal
Balance of such Component pursuant to Section 4.02 due to the
receipt of
Subsequent Recoveries. As of the Closing Date, the Component
Principal Balance
of each of the Class 2-X P, Class 3-X P and Class II-X P
Components will equal
$0.
Confirmation: With respect to the Class 2-A-1 Certificates,
the
Confirmation (reference #4175282/4175288) dated Janaury 19,
2005, evidencing a
transaction between the Corridor Contract Counterparty and Bank
of America
LLC, or its relevant affiliate. With respect to the Class 2-A-2
Certificates,
the Confirmation (reference #4175281/4175289) dated January 19,
2005,
evidencing a transaction between the Corridor Contract
Counterparty and Bank
of America, LLC, or its relevant affiliate. With respect to the
Class II-M-1
Certificates, the Confirmation (reference #4175283/4175285)
dated January 19,
2005, evidencing a transaction between the Corridor Contract
Counterparty and
Bank of America, LLC, or its relevant affiliate. With respect to
the Class
II-B-1 Certificates, the Confirmation (reference
#4175284/4175287) dated
January 19, 2005, evidencing a transaction between the Corridor
Contract
Counterparty and Bank of America, LLC, or its relevant
affiliate. With respect
to the Class II-B-2 Certificates, the Confirmation
(reference
#4175280/4175286) dated January 19, 2005, evidencing a
transaction between the
Corridor Contract Counterparty and Bank of America LLC, or its
relevant
affiliate.
Coop Shares: Shares issued by a Cooperative Corporation.
Cooperative Corporation: The entity that holds title (fee or
an
acceptable leasehold estate) to the real property and
improvements
constituting the Cooperative Property and which governs the
Cooperative
Property, which Cooperative Corporation must qualify as a
Cooperative Housing
Corporation under Section 216 of the Code.
Cooperative Loan: Any Mortgage Loan secured by Coop Shares and
a
Proprietary Lease.
Cooperative Property: The real property and improvements owned
by the
Cooperative Corporation, including the allocation of individual
dwelling units
to the holders of the Coop Shares of the Cooperative
Corporation.
Cooperative Unit: A single family dwelling located in a
Cooperative
Property.
Corporate Trust Office: The designated office of the Trustee in
the
State of New York at which at any particular time its corporate
trust business
with respect to this Agreement shall be administered, which
office at the date
of the execution of this Agreement is located at 101 Barclay
Street, 8W, New
York, New York 10286 (Attn: Mortgage-Backed Securities Group,
CWMBS, Inc.
Series 2005-7, facsimile no. (212) 815-3986, and which is the
address to which
notices to and correspondence with the Trustee should be
directed.
23
<PAGE>
Corridor Contracts: With respect to the Class 2-A-1, Class
2-A-2,
Class II-M-1, Class II-B-1 and Class II-B-2 Certificates, the
transactions
evidenced by the related Confirmation (as assigned to the
Trustee pursuant to
the Assignment Agreement), a form of which is attached hereto as
Exhibit R.
Corridor Contract Counterparty: Bank of America, N.A. and
its
successors.
Corridor Contract Scheduled Termination Date: December 23,
2014.
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.
Cross-Over Situation: For any Distribution Date and for each
applicable Loan Group (after taking into account principal
distributions on
such Distribution Date) a situation in which the Class A and
Class B Interests
corresponding to the Loan Group are in the aggregate less than
1% of the
Subordinate Portion of the Loan Group to which they
correspond..
Cut-off Date: As to any Mortgage Loan, the later of the date
of
origination of that Mortgage Loan and January 1, 2005.
Cut-off Date Pool Principal Balance: $1,292,785,013.60.
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 any Mortgage Loan and Due
Date,
the amount of interest accrued on such Mortgage Loan at the
applicable
Mortgage Rate that is greater than the Scheduled Payment due on
such Mortgage
Loan on that related Due Date and that is added to the principal
balance of
such Mortgage Loan in accordance with the terms of the related
Mortgage Note.
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
24
<PAGE>
connection with any Scheduled Payment that results in a
permanent forgiveness
of principal, which valuation or reduction results from an order
of such court
which is final and non-appealable in a proceeding under the
Bankruptcy Code.
Definitive Certificates: Any Certificate evidenced by a
Physical
Certificate and any Certificate issued in lieu of a Book-Entry
Certificate
pursuant to Section 5.02(e).
Delay Certificates: As specified in the Preliminary
Statement.
Delay Delivery Certification: As defined in Section 2.02(a).
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).
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 of
that Certificate.
Depositor: CWMBS, 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 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 Certificateholders and designated
"The Bank of
New York in trust for registered holders of CHL Mortgage
Pass-Through Trust
2005-7 Mortgage Pass-Through Certificates, Series 2005-7."
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<PAGE>
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 month or, if such 25th
day is
not a Business Day, the next Business Day, commencing in
February 2005.
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 first day of the calendar month in which
that
Distribution Date occurs.
Due Period: With respect to a Mortgage Loan, the period
beginning on
the second day of the calendar month preceding the month in
which such
Distribution Date occurs and ending on the first day of the
calendar month in
which such Distribution Date occurs.
Eligible Account: Any of (i) an account or accounts maintained
with a
federal or state chartered depository institution or trust
company the
short-term unsecured debt obligations of which (or, in the case
of a
depository institution or trust company that is the principal
subsidiary of a
holding company, the debt obligations of such holding company)
have the
highest short-term ratings of Moody's or Fitch and one of the
two highest
short-term ratings of S&P, if S&P is a Rating Agency at
the time any amounts
are held on deposit therein, or (ii) an account or accounts in a
depository
institution or trust company in which such accounts are insured
by the FDIC
(to the limits established by the FDIC) and the uninsured
deposits in which
accounts are otherwise secured such that, as evidenced by an
Opinion of
Counsel delivered to the Trustee and to each Rating Agency,
the
Certificateholders have a claim with respect to the funds in
such account or a
perfected first priority security interest against any
collateral (which shall
be limited to Permitted Investments) securing such funds that is
superior to
claims of any other depositors or creditors of the depository
institution or
trust company in which such account is maintained, or (iii) a
trust account or
accounts maintained with (a) the trust department of a federal
or state
chartered depository institution or (b) a trust company, acting
in its
fiduciary capacity or (iv) any other account acceptable to each
Rating Agency.
Eligible Accounts may bear interest, and may include, if
otherwise qualified
under this definition, accounts maintained with the Trustee.
Eligible Repurchase Month: As defined in Section 3.11.
ERISA: The Employee Retirement Income Security Act of 1974,
as
amended.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that meets the requirements of
an
Underwriter's Exemption.
ERISA-Restricted Certificate: As specified in the
Preliminary
Statement.
Escrow Account: The Eligible Account or Accounts established
and
maintained pursuant to Section 3.06(a).
Event of Default: As defined in Section 7.01.
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<PAGE>
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.
Expense Fee: As to each Mortgage Loan and any Distribution Date,
the
product of the Expense Fee Rate and its Stated Principal Balance
as of that
Distribution Date.
Expense Fee Rate: As to each Mortgage Loan and any date of
determination, the sum of (a) the related 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.
Gross Margin: With respect to each Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added
to the
Mortgage Index on each Adjustment Date in accordance with the
terms of the
related Mortgage Note used to determine the Mortgage Rate for
such Mortgage
Loan.
Group 1 Senior Certificates: As specified in the Preliminary
Statement.
Group 2 Senior Certificates: As specified in the Preliminary
Statement.
Group 3 Senior Certificates: As specified in the Preliminary
Statement.
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Group I Certificates: As specified in the Preliminary
Statement.
Group I Senior Certificates: As specified in the Preliminary
Statement.
Group I Subordinated Certificates: As specified in the
Preliminary
Statement.
Group II Certificates: As specified in the Preliminary
Statement.
Group II Senior Certificates: As specified in the
Preliminary
Statement.
Group II Subordinated Certificates: As specified in the
Preliminary
Statement.
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 Principal Balance: As specified in the
Preliminary
Statement.
Insurance Policy: With respect to any Mortgage Loan included in
the
Trust Fund, any insurance policy, including all riders and
endorsements
thereto in effect, including any replacement policy or policies
for any
Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to
any
Insurance Policy, in each case other than any amount included in
such
Insurance Proceeds in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or
any
other insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: With respect to each Class of Delay
Certificates, its corresponding Lower Tier/Middle Tier REMIC
Regular Interest
and any Distribution Date, the calendar month prior to the month
of such
Distribution Date. With respect to any Class of Non-Delay
Certificates, its
corresponding Lower Tier/Middle Tier REMIC Regular Interest and
any
Distribution Date, the period commencing on the 25th day of the
month prior to
the month of such Distribution Date (other than the first
Distribution Date,
for which it is the Closing Date) and ending on the 24th day of
the month in
which that Distribution Date occurs.
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.
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<PAGE>
LIBOR Certificates: As specified in the Preliminary
Statement.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan (including any REO Property) that was
liquidated in
the calendar month preceding the month of such Distribution Date
and as to
which the Master Servicer has determined (in accordance with
this Agreement)
that it has received all amounts it expects to receive in
connection with the
liquidation of such Mortgage Loan, including the final
disposition of an REO
Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received
in connection with the partial or complete liquidation of
defaulted Mortgage
Loans, whether through trustee's sale, foreclosure sale or
otherwise or
amounts received in connection with any condemnation or partial
release of a
Mortgaged Property and any other proceeds received in connection
with an REO
Property, less the sum of related unreimbursed Master Servicing
Fees,
Servicing Advances and Advances.
Loan Group: Any of Loan Group 1, Loan Group 2 and Loan Group 3,
as
applicable.
Loan Group 1: All Mortgage Loans identified as Loan Group 1
Mortgage
Loans on the Mortgage Loan Schedule.
Loan Group 2: All Mortgage Loans identified as Loan Group 2
Mortgage
Loans on the Mortgage Loan Schedule.
Loan Group 3: All Mortgage Loans identified as Loan Group 3
Mortgage
Loans on the Mortgage Loan Schedule.
Loan Group Principal Balance: As to any Distribution Date and
Loan
Group, the aggregate Stated Principal Balance of the Mortgage
Loans in that
Loan Group outstanding on the Due Date in the month preceding
the month of the
Distribution Date (after giving effect to Principal Prepayments
received in
the Prepayment Period related to such Due Date).
Loan-to-Value Ratio: With respect to any Mortgage Loan and as to
any
date of determination, the fraction (expressed as a percentage)
the numerator
of which is the principal balance of the related Mortgage Loan
at 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.
Lower Tier REMIC: As described in the Preliminary Statement.
Lower Tier REMIC Regular Interest: As described in the
Preliminary
Statement.
Maintenance: With respect to any Cooperative Unit, the rent paid
by
the Mortgagor to the Cooperative Corporation pursuant to the
Proprietary
Lease.
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<PAGE>
Majority in Interest: As to any Class of Regular Certificates,
the
Holders of Certificates of such Class evidencing, in the
aggregate, at least
51% of the Percentage Interests evidenced by all Certificates of
such Class.
Master REMIC: As described in the Preliminary Statement.
Master Servicer: Countrywide Servicing LP 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 of such Distribution Date (prior to giving
effect to any
Scheduled Payments due on such Mortgage Loan on such Due Date),
subject to
reduction as provided in Section 3.14.
Master Servicing Fee Rate: With respect to each Mortgage Loan
and Due
Date, 0.375% per annum.
Maximum Mortgage Rate: With respect to each Mortgage Loan,
the
percentage set forth in the related Mortgage Note as the maximum
Mortgage Rate
thereunder.
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 Mortgage Note, 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 Note will be fully
amortized
over the Mortgage Loan's remaining term to maturity.
Maximum Rate: With respect to the Class 1-A-1, Class 1-A-2,
Class
I-M-1 and Class I-B-1 Certificates, 11.50%. With respect to the
Class 2-A-1,
Class 2-A-2, Class II-M-1, Class II-B-1 and Class II-B-2
Certificates, 10.50%.
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.
Middle Tier REMIC: As described in the Preliminary
Statement.
Middle Tier REMIC Regular Interest: As described in the
Preliminary
Statement.
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<PAGE>
MIN: The mortgage identification number for any MERS Mortgage
Loan.
Minimum Mortgage Rate: With respect to each Mortgage Loan,
the
greater of (a) the Gross Margin set forth in the related
Mortgage Note and (b)
the percentage set forth in the related Mortgage Note as the
minimum Mortgage
Rate thereunder.
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 Index: As to each Mortgage Loan, the index from time to
time
in effect for adjustment of the Mortgage Rate as set forth as
such on the
related Mortgage Note.
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
Agreement as Schedule I, setting forth the following information
with respect
to each Mortgage Loan by Loan Group:
(i) the loan number;
(ii) the Mortgagor's name and the street address of the
Mortgaged Property, including the ZIP code;
(iii) the maturity date;
(iv) the original principal balance;
(v) the Cut-off Date Principal Balance;
(vi) the first payment date of the Mortgage Loan;
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<PAGE>
(vii) the Scheduled Payment in effect as of the Cut-off
Date;
(viii) the Loan-to-Value Ratio at origination;
(ix) a code indicating whether the residential dwelling at
the
time of origination was represented to be owner-occupied;
(x) a code indicating whether the residential dwelling is
either (a) a detached 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), (d) a two- to four-unit
residential property or (e) a Cooperative Unit;
(xi) the Mortgage Rate in effect as of the Cut-off Date;
(xii) the Master Servicing Fee Rate both before and after
the
initial Adjustment Date for each Mortgage Loan;
(xiii) a code indicating whether the Mortgage Loan is a
Lender
PMI Mortgage Loan and, in the case of any Lender PMI
Mortgage
Loan, a percentage representing the amount of the related
interest premium charged to the borrower;
(xiv) the purpose for the Mortgage Loan;
(xv) the type of documentation program pursuant to which the
Mortgage Loan was originated;
(xvi) a code indicating whether the Mortgage Loan is a
Countrywide Mortgage Loan or a Park Granada Mortgage Loan;
(xvii) the direct servicer of such Mortgage Loan as of the
Cut-off Date;
(xviii) a code indicating whether the Mortgage Loan is a
MERS
Mortgage Loan; and
(xix) with respect to each Mortgage Loan, the Gross Margin,
the
Mortgage Index, the Maximum Mortgage Rate, the Minimum
Mortgage
Rate, the Periodic Rate Cap, the first Adjustment Date, the
Payment Adjustment Date and Maximum Negative Amortization
for
such Mortgage Loan.
Such schedule shall also set forth the total of the amounts
described
under (iv) and (v) above for all of the Mortgage Loans and for
each Loan
Group.
Mortgage 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.
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<PAGE>
Mortgage Note: The original executed note or other evidence
of
indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage Loan.
Mortgage Rate: The annual rate of interest borne by a Mortgage
Note
from time to time, net of any interest premium charged by the
mortgagee to
obtain or maintain any Primary Insurance Policy.
Mortgaged Property: The underlying property securing a Mortgage
Loan,
which, with respect to a Cooperative Loan, is the related Coop
Shares and
Proprietary Lease.
Mortgagor: The obligor(s) on a Mortgage Note.
National Cost of Funds Index: The National Monthly Median Cost
of
Funds Ratio to SAIF-Insured Institutions published by the Office
of Thrift
Supervision.
Net Deferred Interest: With respect to each Loan Group and
Distribution Date, an amount equal to the excess, if any, of the
Deferred
Interest that accrued on the Mortgage Loans in that Loan Group
for the related
Due Period over the Principal Prepayment Amount for those
Mortgage Loans
received during the related Prepayment Period.
Net Prepayment Interest Shortfalls: As to any Distribution Date
and
Loan Group in an Aggregate Loan Group, the amount by which the
aggregate of
Prepayment Interest Shortfalls for such Loan Group exceeds an
amount equal to
the sum of (a) the Compensating Interest for such Loan Group for
such
Distribution Date and (b) the excess, if any, of the
Compensating Interest
with respect to the Mortgage Loans of each other Loan Group in
the same
Aggregate Loan Group for such Distribution Date over the
Prepayment Interest
Shortfalls experienced by the Mortgage Loans in such other Loan
Groups.
Net Prepayments: As to any Distribution Date and Loan Group,
the
amount equal to the excess, if any, of the (i) Principal
Prepayment Amount for
that Loan Group over (ii) the aggregate amount of Deferred
Interest accrued on
the Mortgage Loans in that Loan Group from the preceding Due
Date to the Due
Date related to that Distribution Date.
Net WAC Cap: As to any Class of LIBOR Certificates, other than
the
LIBOR Certificates in the Group II Subordinated Certificates,
the Weighted
Average Adjusted Net Mortgage Rate of the Mortgage Loans in the
related Loan
Group, adjusted for the related Interest Accrual Period. As to
any Class of
LIBOR Certificates in the Group II Subordinated Certificates,
the Aggregate
Group II Weighted Average Rate.
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.
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<PAGE>
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, an amount equal to the aggregate Class
Certificate Balance
of the Class 1-A-1, Class 1-A-2, Class I-M-1 and Class I-B-1
Certificates
immediately prior to such Distribution Date.
Notional Amount Certificates: As specified in the
Preliminary
Statement.
Offered Certificates: As specified in the Preliminary
Statement.
Officer's Certificate: A certificate (i) in the case of the
Depositor, signed by the Chairman of the Board, the Vice
Chairman of the
Board, the President, a Managing Director, a Vice President
(however
denominated), an Assistant Vice President, the Treasurer, the
Secretary, or
one of the Assistant Treasurers or Assistant Secretaries of the
Depositor,
(ii) in the case of the Master Servicer, signed by the
President, an Executive
Vice President, a Vice President, an Assistant Vice President,
the Treasurer,
or one of the Assistant Treasurers or Assistant Secretaries of
Countrywide GP,
Inc., its general partner or (iii) if provided for in this
Agreement, signed
by a Servicing Officer, as the case may be, and delivered to the
Depositor and
the Trustee, as the case may be, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel, who may be
counsel
for the Depositor, any Sellers 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 the Depositor, any
Sellers and the
Master Servicer, (ii) not have any direct financial interest in
the Depositor,
any Sellers or the Master Servicer or in any affiliate of
either, and (iii)
not be connected with the Depositor, any Sellers or the Master
Servicer as an
officer, employee, promoter, underwriter, trustee, partner,
director or person
performing similar functions.
Optional Termination: As to Aggregate Loan Group I or Aggregate
Loan
Group II, the termination of the related portion of the Trust
Fund created
under this Agreement in connection with the purchase of the
related Mortgage
Loans pursuant to Section 9.01.
Optional Termination Date: As to Aggregate Loan Group I or
Aggregate
Loan Group II, the Distribution Date on which the aggregate
Stated Principal
Balance of the Mortgage Loans in that Aggregate Loan Group is
less than or
equal to 10% of the aggregate Stated Principal Balance of the
Mortgage Loans
in that Aggregate Loan Group as of the Cut-off Date.
Original Applicable Credit Support Percentage: With respect to
each
of the following Classes of Subordinated Certificates, the
corresponding
percentage described below, as of the Closing Date:
Group I Subordinated Certificates
---------------------------------
Class I-M-1.......................... 6.50%
Class I-B-1.......................... 4.20%
Class I-B-2.......................... 2.75%
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Class I-B-3.......................... 1.70%
Class I-B-4.......................... 0.90%
Class I-B-5.......................... 0.40%
Group II Subordinated Certificates
----------------------------------
Class II-M-1......................... 7.70%
Class II-B-1......................... 5.50%
Class II-B-2......................... 3.75%
Class II-B-3......................... 2.40%
Class II-B-4......................... 1.00%
Class II-B-5......................... 0.40%
Original Mortgage Loan: The mortgage loan refinanced in
connection
with the origination of a Refinancing Mortgage Loan.
Original Subordinate Principal Balance: For the Group I
Certificates,
the aggregate of the Class Certificate Balances of the Group I
Subordinated
Certificates as of the Closing Date. For the Group II
Certificates, the
aggregate of the Class Certificate Balances of the Group II
Subordinated
Certificates as of the Closing Date.
OTS: The Office of Thrift Supervision.
Outstanding: With respect to the Certificates as of any date
of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except:
(i) Certificates theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; and
(ii) Certificates in exchange for which or in lieu of which
other Certificates have been executed and delivered by the
Trustee pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan
with a
Stated Principal Balance greater than zero, which was not the
subject of a
Principal Prepayment in Full prior to such Due Date or during
the related
Prepayment Period and which did not become a Liquidated Mortgage
Loan prior to
such Due Date.
Overcollateralized Group: As defined in Section 4.05.
Ownership Interest: As to any Residual Certificate, any
ownership
interest in such Certificate including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect,
legal or beneficial.
Park Granada: Park Granada LLC, a Delaware limited liability
company,
and its successors and assigns, in its capacity as the seller of
the Park
Granada Mortgage Loans to the Depositor.
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Park Granada Mortgage Loans: The Mortgage Loans identified as
such on
the Mortgage Loan Schedule for which Park Granada is the
applicable Seller.
Pass-Through Margin: With respect to any Distribution Date and
each
Class of LIBOR Certificates, the per annum rate indicated in the
following
table:
Pass-Through Pass-Through
Class Margin (1) Margin (2)
------------------------ ---------------- ----------------
Class 1-A-1............. 0.270% 0.540%
Class 1-A-2............. 0.400% 0.800%
Class I-M-1............. 0.500% 0.750%
Class I-B-1............. 0.850% 1.275%
Class I-B-2............. 1.500% 2.250%
Class 2-A-1............. 0.310% 0.620%
Class 2-A-2............. 0.360% 0.720%
Class II-M-1............ 0.600% 0.900%
Class II-B-1............ 1.000% 1.500%
Class II-B-2............ 1.800% 2.700%
-------------------------
(1) For the Interest Accrual Period related to any
Distribution Date occurring on or prior to the
applicable Optional Termination Date.
(2) For each other Interest Accrual Period.
Pass-Through Rate: For any interest-bearing Class of
Certificates or
Component, the per annum rate set forth or calculated in the
manner described
in the Preliminary Statement.
Payment Adjustment Date: For each Mortgage Loan, the date
specified in
the related Mortgage Note as the annual date on which the
Mortgage Rate on 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.
Periodic Rate Cap: With respect to each Group 1 Mortgage Loan
and any
Adjustment Date therefor, the fixed percentage set forth in the
related
Mortgage Note, which is the maximum amount by which the Mortgage
Rate for such
Mortgage Loan may increase or decrease (without regard to the
Maximum Mortgage
Rate or the Minimum Mortgage Rate) on such Adjustment Date from
the Mortgage
Rate in effect immediately prior to such Adjustment Date.
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
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each Rating Agency, or such lower rating as will not result
in
the downgrading or withdrawal of the ratings then assigned
to
the Certificates by each Rating Agency;
(iii) commercial or finance company paper which is then
receiving the highest commercial or finance company paper
rating of each Rating Agency, or such lower rating as will
not
result in the downgrading or withdrawal of the ratings then
assigned to the Certificates by each Rating Agency;
(iv) certificates of deposit, demand or time deposits, or
bankers' acceptances issued by any depository institution or
trust company incorporated under the laws of the United
States
or of any state thereof and subject to supervision and
examination by federal and/or state banking authorities,
provided that the commercial paper and/or long term
unsecured
debt obligations of such depository institution or trust
company (or in the case of the principal depository
institution in a holding company system, the commercial
paper
or long-term unsecured debt obligations of such holding
company, but only if Moody's is not a Rating Agency) are
then
rated one of the two highest long-term and the highest
short-term ratings of each Rating Agency for such
securities,
or such lower ratings as will not result in the downgrading
or
withdrawal of the rating then assigned to the Certificates
by
either Rating Agency;
(v) repurchase obligations with respect to any security
described in clauses (i) and (ii) above, in either case
entered into with a depository institution or trust company
(acting as principal) described in clause (iv) above;
(vi) units of a taxable money-market portfolio having the
highest rating assigned by each Rating Agency (except if
Fitch
is a Rating Agency and has not rated the portfolio, the
highest rating assigned by Moody's) and restricted to
obligations issued or guaranteed by the United States of
America or entities whose obligations are backed by the full
faith and credit of the United States of America and
repurchase agreements collateralized by such obligations;
and
(vii) such other relatively risk free investments bearing
interest or sold at a discount acceptable to each Rating
Agency as will not result in the downgrading or withdrawal
of
the rating then assigned to the Certificates by either
Rating
Agency, as evidenced by a signed writing delivered by each
Rating Agency
provided, that no such instrument shall be a Permitted
Investment if such
instrument evidences the right to receive interest only payments
with respect to
the obligations underlying such instrument.
Permitted Transferee: Any person other than (i) the United
States,
any State or political subdivision thereof, or any agency or
instrumentality
of any of the foregoing, (ii) a foreign government,
International Organization
or any agency or instrumentality of either of the foregoing,
(iii) an
organization (except certain farmers' cooperatives described in
Section 521 of
the Code) which is exempt from tax imposed by Chapter 1 of the
Code (including
the tax imposed by Section 511 of the Code on unrelated business
taxable
income) on any excess
37
<PAGE>
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.
Planned Balance: With respect to any Planned Principal Class
or
Component and any Distribution Date appearing in Schedule V, the
amount
appearing opposite such Distribution Date for such Class or
Component.
Planned Principal Classes: As specified in the Preliminary
Statement.
Planned Principal Components: As specified in the
Preliminary
Statement.
Pool Stated Principal Balance: As to any Distribution Date and
an
Aggregate Loan Group, the aggregate of the Stated Principal
Balances of the
Mortgage Loans in such Aggregate Loan Group that were
Outstanding Mortgage
Loans on the Due Date in the month preceding the month of such
Distribution
Date and, as to any other date of determination, the aggregate
of the Stated
Principal Balances of the Outstanding Mortgage Loans in such
Aggregate Loan
Group as of such date.
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
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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,
any
Mortgage Loan and any 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,
2005) 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.
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, 2005) 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 Amount: As to any Distribution Date and any Loan
Group, the
sum of (a) the principal portion of each Scheduled Payment
(without giving
effect to any reductions thereof caused by any Debt Service
Reductions or
Deficient Valuations) due on each Mortgage Loan (other than a
Liquidated
Mortgage Loan) in the related Loan Group on the related Due Date
to the extent
received or advanced, (b) the principal portion of the Purchase
Price of each
Mortgage Loan in the related 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 such Loan Group received with
respect to
such Distribution Date, (d) any Insurance Proceeds or net
Liquidation Proceeds
allocable to recoveries of principal of Mortgage Loans in the
related Loan
Group that are not yet Liquidated Mortgage Loans received during
the calendar
month preceding the month of such Distribution Date, (e) with
respect to each
Mortgage Loan in a Loan Group that became a Liquidated Mortgage
Loan during
the calendar month preceding the month of such Distribution
Date, the amount
of the net Liquidation Proceeds allocable to principal received
during the
calendar month preceding the month of such Distribution Date
with respect to
such Mortgage Loan, (f) all Principal Prepayments for such Loan
Group received
during the related Prepayment Period and (g) any Transfer
Payments Received
for such Loan Group, minus any Transfer Payments Made for such
Loan Group and
Distribution Date in accordance with Section 4.05.
Principal Payment Amount: As to any Distribution Date and any
Loan
Group, the sum of the amounts described in clauses (a) through
(e) of the
definition of "Principal Amount" for such Distribution Date and
Loan Group.
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<PAGE>
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 Amount: As to any Distribution Date and any
Loan
Group, an amount equal to the sum of the amounts described in
clauses (f) and
(g) of the definition of "Principal Amount" for such
Distribution Date and Loan
Group.
Principal Prepayment in Full: Any Principal Prepayment made by
a
Mortgagor of the entire principal balance of a Mortgage
Loan.
Principal Relocation Payment: A payment from any Lower Tier
REMIC
Regular Interests other than those of their Corresponding Loan
Group as
provided in the Preliminary Statement. Principal Relocation
Payments shall be
made of principal allocations comprising the Principal Amount
from a Loan
Group and shall also consist of a proportionate allocation of
Realized Losses
from the Mortgage Loans of a Loan Group.
Private Certificate: As specified in the Preliminary
Statement.
Pro Rata Share: As to any Distribution Date, the
Subordinated
Principal Distribution Amount for an Aggregate Loan Group and
any related
Class of Subordinated Certificates, the portion of the related
Subordinated
Principal Distribution Amount allocable to such Class, equal to
the product of
the related Subordinated Principal Distribution Amount on such
Distribution
Date and a fraction, the numerator of which is the related Class
Certificate
Balance thereof and the denominator of which is the aggregate of
the Class
Certificate Balances of the Group I Subordinated Certificates or
Group II
Subordinated Certificates, as applicable.
Pro Rata Subordinated Percentage: As to any Distribution Date
and
Loan Group, 100% minus the related Senior Percentage for such
Distribution
Date.
Proprietary Lease: With respect to any Cooperative Unit, a lease
or
occupancy agreement between a Cooperative Corporation and a
holder of related
Coop Shares.
Prospectus: The prospectus dated August 24, 2004 generally
relating
to mortgage-pass through certificates to be sold by the
Depositor.
Prospectus Supplement: The prospectus supplement dated January
25,
2005 relating to the Offered Certificates.
PUD: Planned Unit Development.
Purchase Price: With respect to any Mortgage Loan required to
be
purchased by a Seller pursuant to Section 2.02 or 2.03 of this
Agreement 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
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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 of this Agreement 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.
Rate Cap: Not applicable.
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, 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 that 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. With
respect to each
Mortgage Loan that has become the subject of a Debt Service
Reduction and any
Distribution Date, the amount, if any, by which the principal
portion of the
related Scheduled Payment has been reduced.
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 those
Subsequent
Recoveries.
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<PAGE>
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, (i) in the
case
of the LIBOR Certificates represented by Book-Entry
Certificates, the Business
Day immediately preceding such Distribution Date and (ii) in the
case of LIBOR
Certificates represented by Definitive Certificates and in the
case of all
other Certificates, the close of business on the last Business
Day of the
month preceding the month in which such Distribution Date
occurs.
Reference Bank: As defined in Section 4.07.
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.
Relief Act: The Servicemembers' Civil Relief Act or similar
state
laws.
Relief Act Reductions: With respect to any Distribution Date and
any
Mortgage Loan as to which there has been a reduction in the
amount of interest
collectible thereon for the most recently ended calendar month
as a result of
the application of the Relief Act, the amount, if any, by which
(i) interest
collectible on such Mortgage Loan for the most recently ended
calendar month
is less than (ii) interest accrued thereon for such month
pursuant to the
Mortgage Note.
REMIC: A "real estate mortgage investment conduit" within the
meaning
of Section 860D of the Code.
REMIC Change of Law: Any proposed, temporary or final
regulation,
revenue ruling, revenue procedure or other official announcement
or
interpretation relating to REMICs and the REMIC Provisions
issued after the
Closing Date.
REMIC Provisions: Provisions of the federal income tax law
relating
to real estate mortgage investment conduits, which appear at
Sections 860A
through 860G of Subchapter M of Chapter 1 of the Code, and
related provisions,
and regulations promulgated thereunder, as the foregoing may be
in effect from
time to time as well as provisions of applicable state laws.
REO Property: A Mortgaged Property acquired by the Trust Fund
through
foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted
Mortgage Loan.
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.
Residual Certificates: As specified in the Preliminary
Statement.
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<PAGE>
Responsible Officer: When used with respect to the Trustee, any
Vice
President, any Assistant Vice President, the Secretary, any
Assistant
Secretary, any Trust Officer or any other officer of the Trustee
customarily
performing functions similar to those performed by any of the
above designated
officers and also to whom, with respect to a particular matter,
such matter is
referred because of such officer's knowledge of and familiarity
with the
particular subject.
Restricted Classes: As defined in Section 4.02(e).
Scheduled Payment: The scheduled monthly payment on a Mortgage
Loan
due in the related Due Period 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 or Park Granada, as applicable.
Senior Certificate Group: As specified in the Preliminary
Statement.
Senior Certificates: As specified in the Preliminary
Statement.
Senior Credit Support Depletion Date: With respect to the Group
I
Senior Certificates and the Group II Senior Certificates, as
applicable, the
date on which the aggregate Class Certificate Balance of the
Group I
Subordinated Certificates and Group II Subordinated
Certificates,
respectively, has been reduced to zero.
Senior Percentage: As to any Senior Certificate Group and
Distribution Date, the percentage equivalent of a fraction the
numerator of
which is the aggregate Class Certificate Balance of each Class
of Senior
Certificates of such Senior Certificate Group (other than the
Notional Amount
Certificates) immediately prior to such Distribution Date and
the denominator
of which is the aggregate of the Stated Principal Balance of
each Mortgage
Loan in the related Loan Group as of the Due Date in the prior
month (after
giving effect to Principal Prepayments received in the
Prepayment Period
related to that prior Due Date); provided, however, that with
respect to a
Senior Certificate related to Aggregate Loan Group II, on any
Distribution
Date after a Senior Termination Date for that Aggregate Loan
Group, the Senior
Percentage for the Senior Certificates of the related remaining
Senior
Certificate Group is the percentage equivalent of a fraction,
the numerator of
which is the aggregate of the Class Certificate Balances of each
such Class of
Senior Certificates (other than the Notional Amount
Certificates) immediately
prior to such Distribution Date and the denominator of which is
the aggregate
of the Class Certificate Balances of the related Senior
Certificates and the
related Subordinated Certificates immediately prior to such
Distribution Date.
Senior Prepayment Percentage: As to any Senior Certificate Group
for
any Distribution Date occurring during the ten years beginning
on the first
Distribution Date will be100%. The related Senior Prepayment
Percentage for
any Distribution Date occurring on or after the tenth
anniversary of the first
Distribution Date will, except as provided in this Agreement, be
as follows:
for any Distribution Date in the first year thereafter, the
related Senior
Percentage plus
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<PAGE>
70% of the related Subordinated Percentage for such Distribution
Date; for any
Distribution Date in the second year thereafter, the related
Senior Percentage
plus 60% of the related Subordinated Percentage for such
Distribution Date;
for any Distribution Date in the third year thereafter, the
related Senior
Percentage plus 40% of the related Subordinated Percentage for
such
Distribution Date; for any Distribution Date in the fourth year
thereafter,
the related Senior Percentage plus 20% of the related
Subordinated Percentage
for such Distribution Date; and for any Distribution Date
thereafter, the
related Senior Percentage for such Distribution Date (unless on
any
Distribution Date the related Senior Percentage exceeds the
Senior Percentage
of such Senior Certificate Group as of the Closing Date, in
which case the
related Senior Prepayment Percentage for such Distribution Date
will once
again equal 100%). Notwithstanding the foregoing, no decrease in
the related
Senior Prepayment Percentage will occur unless both of the
Senior Step Down
Conditions are satisfied with respect to each of the Loan Groups
in an
Aggregate Loan Group . Notwithstanding the foregoing, if the Two
Times Test is
satisfied with respect to the Group I or Group II Certificates,
as applicable,
on a Distribution Date, the Senior Prepayment Percentage for
each Loan Group
in the applicable Aggregate Loan Group will equal (x) if such
Distribution
Date is on or prior to the Distribution Date in January 2008,
the related
Senior Percentage for such Distribution Date plus 50% of the
related
Subordinated Percentage for the Distribution Date and (y) if
such Distribution
Date is after the Distribution Date in January 2008, the related
Senior
Percentage.
Senior Principal Distribution Amount: As to any Distribution
Date and
Senior Certificate Group, the sum of (i) the related Senior
Percentage of the
related Principal Payment Amount, (ii) the related Senior
Prepayment
Percentage of the Net Prepayments with respect to the related
Loan Group for
such Distribution Date; (iii) any Transfer Payments Received for
that Loan
Group and Distribution Date.
Senior Step Down Conditions: With respect to any Loan Group in
an
Aggregate Loan Group: (i) the outstanding principal balance of
all Mortgage
Loans in any Loan Group related to an Aggregate Loan Group
delinquent 60 days
or more (including Mortgage Loans in foreclosure, REO Property
and Mortgage
Loans the Mortgagors of which are in bankruptcy) (averaged over
the preceding
six month period), as a percentage of (a) if such date is on or
prior to the
first related Senior Termination Date, the Subordinated
Percentage for such
Loan Group of the aggregate Stated Principal Balances of the
Mortgage Loans in
that Loan Group, or (b) if such date is after the first related
Senior
Termination Date, the aggregate Class Certificate Balance of the
related
Subordinated Certificates for such Distribution Date does not
equal or exceed
50%, and (ii) cumulative Realized Losses on all the Mortgage
Loans in the
related Aggregate Loan Group do not exceed: (a) with respect to
the
Distribution Date on the tenth anniversary of the first
Distribution Date, 30%
of the related Original Subordinate Principal Balance, (b) with
respect to the
Distribution Date on the eleventh anniversary of the first
Distribution Date,
35% of the related Original Subordinate Principal Balance, (c)
with respect to
the Distribution Date on the twelfth anniversary of the first
Distribution
Date, 40% of the related Original Subordinate Principal Balance,
(d) with
respect to the Distribution Date on the thirteenth anniversary
of the first
Distribution Date, 45% of the related Original Subordinate
Principal Balance
and (e) with respect to the Distribution Date on the fourteenth
anniversary of
the first Distribution Date, 50% of the related Original
Subordinate Principal
Balance.
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<PAGE>
Senior Termination Date: For a Senior Certificate Group related
to
Aggregate Loan Group II, the Distribution Date on which the
aggregate Class
Certificate Balance of the related Classes of Senior
Certificates have been
reduced to zero. For Aggregate Loan Group I, not applicable.
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 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.
S&P: Standard & Poor's Ratings Services, 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 Ratings
Services, 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.
Startup Day: The Closing Date.
Stated Principal Balance: As to any Mortgage Loan and Due Date,
the
unpaid principal balance of such Mortgage Loan as of such Due
Date as
specified in the amortization schedule at the time relating
thereto (before
any adjustment to such amortization schedule by reason of any
moratorium or
similar waiver or grace period) after giving effect 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 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.
Streamlined Documentation Mortgage Loan: Any Mortgage Loan
originated
pursuant to Countrywide's Streamlined Loan Documentation Program
then in
effect. For the purposes of this Agreement, a Mortgagor is
eligible for a
mortgage pursuant to Countrywide's Streamlined Loan
Documentation Program if
that Mortgagor is refinancing an existing mortgage loan that was
originated or
acquired by Countrywide where, among other things, the mortgage
loan has not
been more than 30 days delinquent in payment during the previous
twelve month
period.
Subordinate Pass-Through Rate: For the Interest Accrual
Period
related to each Distribution Date and Aggregate Loan Group II, a
per annum
rate equal to (1) the sum of the
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<PAGE>
following for each Loan Group in the applicable Aggregate Loan
Group: the
product of (x) the Weighted Average Adjusted Net Mortgage Rate
of the related
Mortgage Loans and (y) the related Subordinated Portion
immediately prior to
that Distribution Date, divided by (2) the aggregate Class
Certificate Balance
of the related Subordinated Certificates immediately prior to
that
Distribution Date. For Aggregate Loan Group I, not
applicable.
Subordinated Certificates: As specified in the Preliminary
Statement.
Subordinated Percentage: As to any Distribution Date and Loan
Group
with respect to the Group I Senior Certificates and on or prior
to a Senior
Termination Date with respect to the Group II Senior
Certificates, 100% minus
the Senior Percentage for the Senior Certificate Group relating
to such Loan
Group for such Distribution Date. As to any Distribution Date
after a Senior
Termination Date, with respect to the Group II Senior
Certificates, the
difference between 100% and the related Senior Percentage for
such
Distribution Date.
Subordinated Portion: For any Distribution Date and a Loan Group
in
an Aggregate Loan Group II, an amount equal to the aggregate
Stated Principal
Balance of the Mortgage Loans in that Loan Group as of the Due
Date (after
giving effect to Principal Prepayments received in the
Prepayment Period
related to that prior Due Date) minus the sum of the Class
Certificate
Balances of the related Classes of Senior Certificates
immediately prior to
such Distribution Date.
Subordinated Prepayment Percentage: As to any Distribution Date
and
Loan Group, 100% minus the related Senior Prepayment Percentage
for such
Distribution Date.
Subordinated Principal Distribution Amount: With respect to
any
Distribution Date and the Group I Subordinated Certificates, the
sum of the
following amounts for each Loan Group in Aggregate Loan Group I:
an amount
equal to the excess of (A) the sum of (i) the Subordinated
Percentage of all
amounts described in clauses (a) through (d) of the definition
of "Principal
Amount" for that Loan Group and that Distribution Date, (ii)
with respect to
each Mortgage Loan in that Loan Group that became a Liquidated
Mortgage Loan
during the calendar month preceding the month of such
Distribution Date, the
Liquidation Proceeds allocated to principal received with
respect thereto
remaining after application thereof pursuant to clause (ii) of
the definition
of "Senior Principal Distribution Amount", up to the related
Subordinated
Percentage for such Loan Group of the Stated Principal Balance
of that
Mortgage Loan as of the first day of the related Due Period, and
(iii) the
related Subordinated Prepayment Percentage for that Loan Group
of all amounts
described in clauses (e) and (g) of the definition of "Principal
Amount" for
such Loan Group and Distribution Date over (B) any Transfer
Payments Made for
such Loan Group.
With respect to any Distribution Date and the Group II
Subordinated
Certificates, the sum of the following amounts for each Loan
Group in
Aggregate Loan Group II, an amount equal to the excess of (A)
the sum of (i)
the Subordinated Percentage of all amounts described in clauses
(a) through
(d) of the definition of "Principal Amount" for that Loan Group
and that
Distribution Date, (ii) with respect to each Mortgage Loan in
that Loan Group
that became a Liquidated Mortgage Loan during the calendar month
preceding the
month of such Distribution Date, the Liquidation Proceeds
allocated to
principal received with respect thereto remaining
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<PAGE>
after application thereof pursuant to clause (ii) of the
definition of "Senior
Principal Distribution Amount", up to the related Subordinated
Percentage for
such Loan Group of the Stated Principal Balance of that Mortgage
Loan, and
(iii) the related Subordinated Prepayment Percentage for that
Loan Group of
the Net Prepayments for such Loan Group and Distribution Date
over (B) any
Transfer Payments Made for such Loan Group; provided, however,
that on any
Distribution Date after the related first Senior Termination
Date, the
Subordinated Principal Distribution Amount will not be
calculated by Loan
Group but will equal the amount calculated pursuant to the
formula set forth
above based on the applicable Subordinated Percentage and
Subordinated
Prepayment Percentage, as applicable, for the Group II
Subordinated
Certificates for such Distribution Date with respect to all of
the Mortgage
Loans in Aggregate Loan Group II as opposed to the Mortgage
Loans only in the
related Loan Group.
Subsequent Recoveries: As to any Distribution Date, with respect
to a
Liquidated Mortgage Loan that resulted in a Realized Loss in a
prior calendar
month, unexpected amounts received by the Master Servicer (net
of any related
expenses permitted to be reimbursed pursuant to Section 3.08)
specifically
related to such Liquidated Mortgage Loan.
Subservicer: Any person to whom the Master Servicer has
contracted
for the servicing of all or a portion of the Mortgage Loans
pursuant to
Section 3.02.
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 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, Mortgage Index reset period and Periodic Rate
Cap 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)
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.
Tax Matters Person: The person designated as "tax matters
person" in
the manner provided under Treasury regulation ss. 1.860F-4(d)
and temporary
Treasury regulation ss. 301.6231(a)(7)1T. Initially, the Tax
Matters Person
shall be the Trustee.
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<PAGE>
Tax Matters Person Certificate: The Class A-R Certificate with
a
Denomination of $0.01.
Transfer: Any direct or indirect transfer or sale of any
Ownership
Interest in a Residual Certificate.
Transfer Payment: Either or both of a Transfer Payment Made or
a
Transfer Payment Received.
Transfer Payment Made: As defined in Section 4.05.
Transfer Payment Received: As defined in Section 4.05.
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
Shortfall
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 of each Aggregate Loan Group with respect to such
Distribution Date.
Trustee Fee Rate: With respect to each Mortgage Loan, the per
annum
rate agreed upon in writing on or prior to the Closing Date by
the Trustee and
the Depositor.
Two Times Test: As to any Distribution Date and with respect
to
either the Group I Subordinated Certificates or the Group II
Subordinated
Certificates, if (x) on or before the Distribution Date in
January 2008, the
Aggregate Subordinated Percentage for the Group I Subordinated
Certificates or
the Group II Subordinated Certificates, as applicable, is at
least 200% of the
related Aggregate Subordinated Percentage as of the closing
date, the
applicable delinquency test set forth above is satisfied and
cumulative
Realized Losses on the Mortgage Loans in the related Aggregate
Loan Group do
not exceed 20% of the aggregate Class Certificate Balance of the
related group
of Subordinated Certificates as of the Closing Date, the Senior
Prepayment
Percentage for each Loan Group in that Aggregate Loan Group will
equal the
related Senior Percentage for that Distribution Date plus 50% of
the amount
equal to 100% minus the related Senior Percentage and (y) after
the
Distribution Date in January 2008, the Aggregate Subordinated
Percentage for
the Group I Subordinated Certificates or the Group II
Subordinated
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Certificates, as applicable, is at least 200% of the related
Aggregate
Subordinated Percentage as of the Closing Date, the applicable
delinquency
test set forth above is satisfied and cumulative Realized Losses
on the
Mortgage Loans in the related Aggregate Loan Group do not exceed
30% of the
aggregate Class Certificate Balance of the related group of
Subordinated
Certificates as of the Closing Date.
Undercollateralized Group: As defined in Section 4.05.
Underwriter's Exemption: Prohibited Transaction Exemption
2002-41, 67
Fed. Reg. 54487 (2002), as amended (or any successor thereto),
or any
substantially similar administrative exemption granted by the
U.S. Department
of Labor.
Underwriter: As specified in the Preliminary Statement.
Voting Rights: The portion of the voting rights of all of
the
Certificates which is allocated to any Certificate. As of any
date of
determination, (a) 1% of all Voting Rights shall be allocated to
each Class of
Notional Amount Certificates, if any (such Voting Rights to be
allocated among
the holders of Certificates of each such Class in accordance
with their
respective Percentage Interests), and (b) the remaining Voting
Rights (or 100%
of the Voting Rights if there is no Class of Notional Amount
Certificates)
shall be allocated among Holders of the remaining Classes of
Certificates in
proportion to the Certificate Balances of their respective
Certificates on
such date.
Weighted Average Adjusted Net Mortgage Rate: As to any
Distribution
Date and for each 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 end of the Prepayment Period related
to the
immediately preceding Distribution Date.
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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
hereof,
hereby sells, transfers, assigns, sets over and otherwise
conveys to the
Depositor, without recourse, all its respective right, title and
interest in
and to the related Mortgage Loans, including all interest and
principal
received or receivable by such Seller, on or with respect to the
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 both Countrywide
Mortgage Loans and
Park Granada 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 applicable Distribution Date, an
amount equal to
one month's interest at the related Adjusted Mortgage Rate on
the Cut-off Date
Principal Balance of such Mortgage Loan.
(b) Immediately upon the conveyance of the Mortgage Loans
referred to
in clause (a), the Depositor sells, transfers, assigns, sets
over and
otherwise conveys to the Trustee for the benefit of the
Certificateholders,
without recourse, all the right, title and interest of the
Depositor in and to
the Trust Fund together with the Depositor's right to require
each Seller to
cure any breach of a representation or warranty made herein by
such Seller, or
to repurchase or substitute for any affected Mortgage Loan in
accordance
herewith.
(c) In connection with the transfer and assignment set forth
in
clause (b) above, the Depositor has delivered or caused to be
delivered to the
Trustee (or, in the case of the Delay Delivery Mortgage Loans,
will deliver or
cause to be delivered to the Trustee) within thirty (30) days
following the
Closing Date for the benefit of the Certificateholders the
following documents
or instruments with respect to each Mortgage Loan so
assigned:
(i) (A) the original Mortgage Note endorsed by manual or
facsimile signature in blank in the following form: "Pay to
the order of ____________ without recourse," with all
intervening endorsements showing a complete chain of
endorsement from the originator to the Person endorsing the
Mortgage Note (each such endorsement being sufficient to
transfer all right, title and interest of the party so
endorsing, as noteholder or assignee thereof, in and to that
Mortgage Note); or
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(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 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;
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<PAGE>
(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
(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 hereof 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
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instruments affidavit and indemnity" or any equivalent document,
because only
a copy of the Mortgage can be delivered with the instrument of
satisfaction or
reconveyance, the Master Servicer shall execute and deliver or
cause to be
executed and delivered such a document to the public recording
office. In the
case where a public recording office retains the original
recorded Mortgage or
in the case where a Mortgage is lost after recordation in a
public recording
office, Countrywide shall deliver to the Trustee a copy of such
Mortgage
certified by such public recording office to be a true and
complete copy of
the original recorded Mortgage.
As promptly as practicable subsequent to such transfer and
assignment, and in any event, within thirty (30) days
thereafter, the Trustee
shall (i) as the assignee thereof, affix the following language
to each
assignment of Mortgage: "CWMBS Series 2005-7, The Bank of New
York, as
trustee", (ii) cause such assignment to be in proper form for
recording in the
appropriate public office for real property records and (iii)
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, 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 that the
Trustee need not cause to be recorded any assignment which
relates to a
Mortgage Loan (a) the Mortgaged Property and Mortgage File
relating to which
are located in California or (b) in any other jurisdiction
(including Puerto
Rico) under the laws of which in the opinion of counsel the
recordation of
such assignment is not necessary to protect the Trustee's and
the
Certificateholders' interest in the related Mortgage Loan.
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)
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) 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) 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
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Delay Delivery Mortgage Loans delivered during such thirty (30)
day period in
accordance with the provisions of Section 2.02.
(d) Neither the Depositor nor the Trust will acquire or hold
any
Mortgage Loan that would violate the representations made by
Countrywide set
forth in clauses (48), (49) and (57) 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) an Initial Certification in the form
annexed hereto 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) 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) 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 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) 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
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such defect within such period, Countrywide (on its own behalf
and on behalf
of Park Granada) 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)
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) 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) 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)
and shall
execute and deliver at Countrywide's (on its own behalf and on
behalf of Park
Granada) 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),
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) 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) 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) or its
designee as the
beneficial holder of such Mortgage Loan.
(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
55
<PAGE>
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 that 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 and Schedule II-B 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.
(b) The Master Servicer hereby makes the representations and
warranties set forth in Schedule IV hereto, and by this
reference incorporated
herein, to the Depositor and the Trustee, as of the Closing
Date.
(c) Upon discovery by any of the parties hereto of a breach of
a
representation or warranty with respect to a Mortgage Loan made
pursuant to
Section 2.03(a) that materially and adversely affects the
interests of the
Certificateholders in that Mortgage Loan, the party discovering
such breach
shall give prompt notice thereof to the other parties. Each
Seller hereby
covenants that within 90 days of the earlier of its discovery or
its receipt
of written notice from any party of a breach of any
representation or warranty
with respect to a Mortgage Loan sold by it pursuant to Section
2.03(a) 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 hereof, if any, and any such
substitution
pursuant to (i) above shall not be effected prior to the
additional delivery
to the Trustee of a Request for Release substantially in the
form of Exhibit N
and the Mortgage File
56
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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) shall deliver to the Trustee for the benefit of the
Certificateholders the Mortgage Note, the Mortgage, the related
assignment of
the Mortgage, and such other documents and agreements as are
required by
Section 2.01, with the Mortgage Note endorsed and the Mortgage
assigned as
required by Section 2.01. No substitution is permitted to be
made in any
calendar month after the Determination Date for such month.
Scheduled Payments
due with respect to Substitute Mortgage Loans in the month of
substitution
shall not be part of the Trust Fund and will be retained by the
related Seller
on the next succeeding Distribution Date. For the month of
substitution,
distributions to Certificateholders will include the monthly
payment due on
any Deleted Mortgage Loan for such month and thereafter that
Seller shall be
entitled to retain all amounts received in respect of such
Deleted Mortgage
Loan. The Master Servicer shall amend the Mortgage Loan Schedule
for the
benefit of the Certificateholders to reflect the removal of such
Deleted
Mortgage Loan and the substitution of the Substitute Mortgage
Loan or Loans
and the Master Servicer shall deliver the amended Mortgage Loan
Schedule to
the Trustee. Upon such substitution, the Substitute Mortgage
Loan or Loans
shall be subject to the terms of this Agreement in all respects,
and the
related Seller shall be deemed to have made with respect to such
Substitute
Mortgage Loan or Loans, as of the date of substitution, the
representations
and warranties made pursuant to Section 2.03(a) with respect to
such Mortgage
Loan. Upon any such substitution and the deposit to the
Certificate Account of
the amount required to be deposited therein in connection with
such
substitution as described in the following paragraph, the
Trustee shall
release the Mortgage File held for the benefit of the
Certificateholders
relating to such Deleted Mortgage Loan to the related Seller and
shall execute
and deliver at such Seller's direction such instruments of
transfer or
assignment prepared by Countrywide (on its own behalf and on
behalf of Park
Granada), 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 Stated
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
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Granada) 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.
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) hereof, 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.
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
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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.
In connection therewith, the Trustee shall require Countrywide
(on its own
behalf and on behalf of Park Granada) 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 best of its ability, to the end that the
interests of the
Holders of the Certificates may be adequately and effectively
protected.
SECTION 2.07. REMIC Matters.
The Preliminary Statement sets forth the designations and
"latest
possible maturity date" for federal income tax purposes of all
interests
created hereby. The "Startup Day" for purposes of the REMIC
Provisions shall
be the Closing Date. The "tax matters person" with respect to
each REMIC
hereunder shall be the Trustee and the Trustee shall hold the
Tax Matters
Person Certificate. Each REMIC's fiscal year shall be the
calendar year.
SECTION 2.08. Covenants of the Master Servicer.
The Master Servicer hereby covenants to the Depositor and the
Trustee
as follows:
(a) the Master Servicer shall comply in the performance of
its
obligations under this Agreement with all reasonable rules and
requirements of
the insurer under each Required Insurance Policy; and
(b) no written information, certificate of an officer,
statement
furnished in writing or written report delivered to the
Depositor, any
affiliate of the Depositor or the Trustee and
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prepared by the Master Servicer pursuant to this Agreement will
contain any
untrue statement of a material fact or omit to state a material
fact necessary
to make such information, certificate, statement or report not
misleading.
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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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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
Subservicers.
(a) The Master Servicer may arrange for the subservicing of
any
Mortgage Loan by a Subservicer pursuant to a subservicing
agreement; provided,
however, that such subservicing arrangement and the terms of the
related
subservicing agreement must provide for the servicing of such
Mortgage Loans
in a manner consistent with the servicing arrangements
contemplated under this
Agreement. Unless the context otherwise requires, references in
this Agreement
to actions taken or to be taken by the Master Servicer in
servicing the
Mortgage Loans include actions taken or to be taken by a
Subservicer on behalf
of the Master Servicer. Notwithstanding the provisions of any
subservicing
agreement, any of the provisions of this Agreement relating to
agreements or
arrangements between the Master Servicer and a Subservicer or
reference to
actions taken through a Subservicer or otherwise, the Master
Servicer shall
remain obligated and liable to the Depositor, the Trustee and
the
Certificateholders for the servicing and administration of the
Mortgage Loans
in accordance with the provisions of this Agreement without
diminution of such
obligation or liability by virtue of such subservicing
agreements or
arrangements or by virtue of indemnification from the
Subservicer and to the
same extent and under the same terms and conditions as if the
Master Servicer
alone were servicing and administering the Mortgage Loans. All
actions of each
Subservicer performed pursuant to the related subservicing
agreement shall be
performed as an agent of the Master Servicer with the same force
and effect as
if performed directly by the Master Servicer.
(b) For purposes of this Agreement, the Master Servicer shall
be
deemed to have received any collections, recoveries or payments
with respect
to the Mortgage Loans that are received by a Subservicer
regardless of whether
such payments are remitted by the Subservicer to the Master
Servicer.
SECTION 3.03. Rights of the Depositor and the Trustee in Respect
of
the Master Servicer.
The Depositor may, but is not obligated to, enforce the
obligations
of the Master Servicer 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. Neither the Trustee nor the Depositor
shall have
any responsibility or liability for any action or failure to
act
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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), 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), 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; Corridor
Contract
Reserve Fund.
(a) The Master Servicer shall make reasonable efforts in
accordance
with the customary and usual standards of practice of prudent
mortgage
servicers to collect all payments called for under the terms and
provisions of
the Mortgage Loans to the extent such procedures shall be
consistent with this
Agreement and the terms and provisions of any related Required
Insurance
Policy. Consistent with the foregoing, the Master Servicer may
in its
discretion (i) waive any late payment charge or any prepayment
charge or
penalty interest in connection with the prepayment of a Mortgage
Loan and (ii)
extend the due dates for payments due on a Mortgage Note for a
period not
greater than 180 days; provided, however, that the Master
Servicer cannot
extend the maturity of any such Mortgage Loan past the date on
which the final
payment is due on the latest maturing Mortgage Loan as of the
Cut-off Date. In
the event of any such arrangement, the Master Servicer shall
make Advances on
the related Mortgage Loan in accordance with the provisions of
Section 4.01
during the scheduled period in accordance with the amortization
schedule of
such Mortgage Loan without modification thereof by reason of
such
arrangements. The Master Servicer shall not be required to
institute or join
in litigation with respect to collection of any payment (whether
under a
Mortgage, Mortgage Note or otherwise or against any public or
governmental
authority with respect to a taking or condemnation) if it
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reasonably believes that enforcing the provision of the Mortgage
or other
instrument pursuant to which such payment is required is
prohibited by
applicable law.
(b) The Master Servicer shall establish and maintain a
Certificate
Account into which the Master Servicer shall deposit or cause to
be deposited
no later than two Business Days after receipt (or, if the
current long-term
credit rating of Countrywide is reduced below "A-" by S&P or
Fitch or "A3" by
Moody's, the Master Servicer shall deposit or cause to be
deposited on a daily
basis within one Business Day of receipt), except as otherwise
specifically
provided 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;
(ii) all payments on account of interest on the Mortgage
Loans, net of the related Master Servicing Fee 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 pursuant to Section 3.05(e) 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
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
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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) [Reserved].
(d) The Trustee shall establish and maintain, on behalf of
the
Certificateholders, the Distribution Account. The Trustee shall,
promptly upon
receipt, deposit in the Distribution Account and retain 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 pursuant to
Section 3.05(e) in connection with any losses on Permitted
Investments; 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.
(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
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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 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 Shortfall 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 LIBOR
Certificates,
the Carryover Shortfall Reserve Fund and shall deposit $1,000
therein upon
receipt from or on behalf of the Underwriter of such amount. All
funds on
deposit in the Carryover Shortfall Reserve Fund shall (x) 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, and (y) remain univested.
On each Distribution Date, the Trustee shall deposit all
amounts
distributable as interest to the Class 1-X Certificates and the
Class 2-X IO
and Class II-X IO Components on such Distribution Date into the
Carryover
Shortfall Reserve Fund. The Trustee shall make withdrawals from
the Carryover
Shortfall Reserve Fund to make distributions pursuant to Section
4.02(a)(8)
exclusively (other than as expressly provided for in Section
3.08).
(h) On the Closing Date, the Trustee shall establish and
maintain in
its name, in trust for the benefit of the Holders of the Class
2-A-1, Class
2-A-2, Class II-M-1, Class II-B-1 and Class II-B-2 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 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 Trustee shall deposit into
the
Corridor Contract Reserve Fund all amounts received in respect
of the Corridor
Contracts for the related Interest Accrual Period. The Trustee
shall make
withdrawals from the Corridor Contract Reserve Fund to make
distributions
pursuant to Section 4.09 exclusively (other than as expressly
provided for in
Section 3.08).
Funds in the Corridor Contract Reserve Fund may be invested
in
Permitted Investments at the direction of Bank of America LLC,
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 Corridor Contract Reserve Fund, then such
Permitted Investment
shall mature not
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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 2-A-1,
Class 2-A-2, Class
II-M-1, Class II-B-1 and Class II-B-2 Certificates. In the
absence of such
written direction, all funds in the Corridor Contract 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 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 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 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 which such payment is
intended is due, but
the Master Servicer shall be required so to advance only to the
extent that
such advances, in the good faith judgment of the Master
Servicer, will be
recoverable by the Master Servicer out of Insurance Proceeds,
Liquidation
Proceeds or otherwise.
SECTION 3.07. Access to Certain Documentation and
Information
Regarding the Mortgage Loans.
The Master Servicer shall afford each Seller, the Depositor and
the
Trustee reasonable access to all records and documentation
regarding the
Mortgage Loans and all accounts, insurance information and other
matters
relating to this Agreement, such access being afforded
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without charge, but only upon reasonable request and during
normal business
hours at the office designated by the Master Servicer.
Upon reasonable advance notice in writing, the Master Servicer
will
provide to each Certificateholder and/or Certificate Owner which
is a savings
and loan association, bank or insurance company certain reports
and reasonable
access to information and documentation regarding the Mortgage
Loans
sufficient to permit such Certificateholder and/or Certificate
Owner to comply
with applicable regulations of the OTS or other regulatory
authorities with
respect to investment in the Certificates; provided that the
Master Servicer
shall be entitled to be reimbursed by each such
Certificateholder and/or
Certificate Owner for actual expenses incurred by the Master
Servicer in
providing such reports and access.
SECTION 3.08. Permitted Withdrawals from the Certificate
Account, the
Distribution Account, the Carryover Shortfall Reserve Fund and
Corridor
Contract Reserve Fund.
(a) The Master Servicer may from time to time make withdrawals
from
the Certificate Account for the following purposes:
(i) to pay to the Master Servicer (to the extent not
previously
retained by the Master Servicer) the servicing compensation to
which
it is entitled pursuant to Section 3.14 and to pay to the
Master
Servicer, as additional servicing compensation, earnings on
or
investment income with respect to funds in or credited to
the
Certificate Account;
(ii) to reimburse each of the Master Servicer and the
Trustee
for unreimbursed Advances made by it, such right of
reimbursement
pursuant to this subclause (ii) being limited to amounts
received on
the Mortgage Loan(s) in respect of which any such Advance was
made;
(iii) to reimburse each of the Master Servicer and the
Trustee
for any Nonrecoverable Advance previously made by it;
(iv) to reimburse the Master Servicer for Insured Expenses
from
the related Insurance Proceeds;
(v) to reimburse the Master Servicer for (a) unreimbursed
Servicing Advances, the Master Servicer's right to
reimbursement
pursuant to this clause (a) with respect to any Mortgage Loan
being
limited to amounts received on such Mortgage Loan(s) 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 or the
Depositor for expenses incurred by any of them and
reimbursable
pursuant to Section 6.03;
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(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 and
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 last
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 the investment income with respect
to
funds in the Distribution Account;
(iii) to withdraw and return to the Master Servicer any
amount
deposited in the Distribution Account and not required to be
deposited therein;
(iv) to reimburse the Trustee for any unreimbursed Advances
made by it pursuant to Section 4.01(b) hereof, such right of
reimbursement pursuant to this subclause (iv) being limited to
(x)
amounts received on the related Mortgage Loan(s) in respect of
which
any such Advance was made and (y) amounts not otherwise
reimbursed
to the Trustee pursuant to Section 3.08(a)(ii) hereof;
(v) to reimburse the Trustee for any Nonrecoverable Advance
previously made by the Trustee pursuant to Section 4.01(b)
hereof,
such right of reimbursement pursuant to this subclause (v)
being
limited to amounts not otherwise reimbursed to the Trustee
pursuant
to Section 3.08(a)(iii) hereof; and
(vi) to clear and terminate the Distribution Account upon
termination of the Agreement pursuant to Section 9.01.
(c) The Trustee shall withdraw funds from the Carryover
Shortfall
Reserve Fund for distribution to the LIBOR Certificates, the
related Notional
Amount Certificates and the related
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Notional Amount Components in the manner specified in Section
4.02(a)(7) (and
to withhold from the amounts so withdrawn the amount of any
taxes that it is
authorized to retain pursuant to the last paragraph of Section
8.11). In
addition, the Trustee may from time to time make withdrawals
from the
Carryover Shortfall Reserve Fund for the following purposes:
(i) to withdraw any amount deposited in the Carryover
Shortfall
Reserve Fund and not required to be deposited therein; and
(ii) to clear and terminate the Carryover Shortfall Reserve
Fund upon the retirement of LIBOR Certificates, the related
Notional
Amount Certificates and the related Notional Amount
Components
pursuant to Section 9.01.
(d) The Trustee shall withdraw funds from the Corridor
Contract
Reserve Fund for distribution to the Class 2-A-1, Class 2-A-2,
Class II-M-1,
Class II-B-1 and Class II-B-2 Certificates in the manner
specified in Section
4.09 (and to withhold from the amounts so withdrawn the amount
of any taxes
that it is authorized to retain pursuant to the last paragraph
of Section
8.11). In addition, the 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 the Corridor Contract Reserve
Fund
upon the earlier of (i) the Corridor Contract Scheduled
Termination
Date and (ii) the termination of this Agreement pursuant to
Section
9.01.
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, including
any Deferred
Interest, 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 liquidation proceeds 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
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Mortgage other than pursuant to such applicable laws and
regulations as shall
at any time be in force and as shall require such additional
insurance. If the
Mortgaged Property is located at the time of origination of the
Mortgage Loan
in a federally designated special flood hazard area and such
area is
participating in the national flood insurance program, the
Master Servicer
shall cause flood insurance to be maintained with respect to
such Mortgage
Loan. Such flood insurance shall be in an amount equal to the
least of (i) the
outstanding principal balance of the related Mortgage Loan, (ii)
the
replacement value of the improvements which are part of such
Mortgaged
Property, and (iii) the maximum amount of such insurance
available for the
related Mortgaged Property under the national flood insurance
program.
(b) The Master Servicer shall not take any action which would
result
in non-coverage under any applicable Primary Insurance Policy of
any loss
which, but for the actions of the Master Servicer, would have
been covered
thereunder. The Master Servicer shall not cancel or refuse to
renew any such
Primary Insurance Policy that is in effect at the date of the
initial issuance
of the Certificates and is required to be kept in force
hereunder unless the
replacement Primary Insurance Policy for such canceled or
non-renewed policy
is maintained with a Qualified Insurer.
Except with respect to any Lender PMI Mortgage Loans, the
Master
Servicer shall not be required to maintain any Primary Insurance
Policy (i)
with respect to any Mortgage Loan with a Loan-to-Value Ratio
less than or
equal to 80% as of any date of determination or, based on a new
appraisal, the
principal balance of such Mortgage Loan represents 80% or less
of the new
appraised value or (ii) if maintaining such Primary Insurance
Policy is
prohibited by applicable law. With respect to the Lender PMI
Mortgage Loans,
the Master Servicer shall maintain the Primary Insurance Policy
for the life
of such Mortgage Loans, unless otherwise provided for in the
related Mortgage
Note or prohibited by law.
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
liquidation proceeds and Subsequent Recoveries.
(c) In connection with its activities as Master Servicer of
the
Mortgage Loans, the Master Servicer agrees to present on behalf
of itself, the
Trustee and Certificateholders, claims to the insurer under any
Primary
Insurance Policies and, in this regard, to take such reasonable
action as
shall be necessary to permit recovery under any Primary
Insurance Policies
respecting defaulted Mortgage Loans. Any amounts collected by
the Master
Servicer under any Primary Insurance Policies shall be deposited
in the
Certificate Account.
SECTION 3.10. Enforcement of Due-on-Sale Clauses; Assumption
Agreements.
(a) Except as otherwise provided in this Section, when any
property
subject to a Mortgage has been conveyed by the Mortgagor, the
Master Servicer
shall to the extent that it has knowledge of such conveyance,
enforce any
due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent
permitted under applicable law and governmental regulations, but
only to the
extent that such enforcement will not adversely affect or
jeopardize coverage
under any Required Insurance Policy. Notwithstanding the
foregoing, the Master
Servicer is not required to exercise such rights with respect to
a Mortgage
Loan if the Person to whom the
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related Mortgaged Property has been conveyed or is proposed to
be conveyed
satisfies the terms and conditions contained in the Mortgage
Note and Mortgage
related thereto and the consent of the mortgagee under such
Mortgage Note or
Mortgage is not otherwise so required under such Mortgage Note
or Mortgage as
a condition to such transfer. In the event that the Master
Servicer is
prohibited by law from enforcing any such due-on-sale clause, or
if coverage
under any Required Insurance Policy would be adversely affected,
or if
nonenforcement is otherwise permitted hereunder, the Master
Servicer is
authorized, subject to Section 3.10(b), to take or enter into an
assumption
and modification agreement from or with the person to whom such
property has
been or is about to be conveyed, pursuant to which such person
becomes liable
under the Mortgage Note and, unless prohibited by applicable
state law, the
Mortgagor remains liable thereon, provided that the Mortgage
Loan shall
continue to be covered (if so covered before the Master Servicer
enters such
agreement) by the applicable Required Insurance Policies. The
Master Servicer,
subject to Section 3.10(b), is also authorized with the prior
approval of the
insurers under any Required Insurance Policies to enter into a
substitution of
liability agreement with such Person, pursuant to which the
original Mortgagor
is released from liability and such Person is substituted as
Mortgagor and
becomes liable under the Mortgage Note. Notwithstanding the
foregoing, the
Master Servicer shall not be deemed to be in default under this
Section by
reason of any transfer or assumption which the Master Servicer
reasonably
believes it is restricted by law from preventing, for any reason
whatsoever.
(b) Subject to the Master Servicer's duty to enforce any
due-on-sale
clause to the extent set forth in Section 3.10(a), 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.
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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
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