CWMBS, INC.,
Depositor
COUNTRYWIDE HOME LOANS, INC.,
Seller
PARK GRANADA LLC,
Seller
PARK SIENNA LLC,
Seller
PARK MONACO INC.
Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
Master Servicer
and
THE BANK OF NEW YORK,
Trustee
___________________________________
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2005
__________________________________
CHL MORTGAGE PASS-THROUGH TRUST
2005-J2
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-J2
Table of Contents
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
|
Section 2.01.
|
Conveyance of Mortgage
Loans.
|
|
|
Section 2.02.
|
Acceptance by Trustee of the
Mortgage Loans.
|
|
|
Section 2.03.
|
Representations, Warranties and
Covenants of the Sellers and Master Servicer.
|
|
Section 2.04.
|
Representations and Warranties of
the Depositor as to the Mortgage Loans.
|
|
|
Section 2.05.
|
Delivery of Opinion of Counsel in
Connection with Substitutions.
|
|
|
Section 2.06.
|
Execution and Delivery of
Certificates.
|
|
|
Section 2.07.
|
REMIC Matters.
|
|
|
Section 2.08.
|
Covenants of the Master
Servicer.
|
|
|
|
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|
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|
ARTICLE III
ADMINISTRATION AND SERVICING OF
MORTGAGE LOANS
|
Section 3.01.
|
Master Servicer to Service Mortgage
Loans.
|
|
|
Section 3.02.
|
Subservicing; Enforcement of the
Obligations of Servicers.
|
|
|
Section 3.03.
|
Rights of the Depositor and the
Trustee in Respect of the Master Servicer.
|
|
|
Section 3.04.
|
Trustee to Act as Master
Servicer.
|
|
|
Section 3.05.
|
Collection of Mortgage Loan
Payments; Certificate Account; Distribution Account.
|
|
|
Section 3.06.
|
Collection of Taxes, Assessments and
Similar Items; Escrow Accounts.
|
|
|
Section 3.07.
|
Access to Certain Documentation and
Information Regarding the Mortgage Loans.
|
|
|
Section 3.08.
|
Permitted Withdrawals from the
Certificate Account and the Distribution Account.
|
|
|
Section 3.09.
|
Maintenance of Hazard Insurance;
Maintenance of Primary Insurance Policies
|
|
|
Section 3.10.
|
Enforcement of Due-on-Sale Clauses;
Assumption Agreements.
|
|
|
Section 3.11.
|
Realization Upon Defaulted Mortgage
Loans; Repurchase of Certain Mortgage Loans.
|
|
|
Section 3.12.
|
Trustee to Cooperate; Release of
Mortgage Files.
|
|
|
Section 3.13.
|
Documents, Records and Funds in
Possession of Master Servicer to be Held for the
Trustee.
|
|
Section 3.14.
|
Servicing Compensation.
|
|
|
Section 3.15.
|
Access to Certain
Documentation.
|
|
|
Section 3.16.
|
Annual Statement as to
Compliance.
|
|
|
Section 3.17.
|
Annual Independent Public
Accountants’ Servicing Statement; Financial
Statements.
|
|
|
Section 3.18.
|
Errors and Omissions Insurance;
Fidelity Bonds.
|
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ARTICLE IV
DISTRIBUTIONS AND ADVANCES BY THE
MASTER SERVICER
|
Section 4.01.
|
Advances.
|
|
|
Section 4.02.
|
Priorities of
Distribution.
|
|
Section 4.03.
|
[Reserved].
|
|
|
|
|
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|
Section 4.04.
|
Allocation of Realized
Losses.
|
|
|
Section 4.05.
|
Cross-Collateralization; Adjustments
to Available Funds.
|
|
|
Section 4.06.
|
Monthly Statements to
Certificateholders.
|
|
|
Section 4.07.
|
Reserved.
|
|
|
Section 4.08.
|
Determination of Pass-Through Rates
for LIBOR Certificates.
|
|
|
Section 4.09.
|
Distributions and Realized Losses on
REMIC Regular Interests.
|
|
|
|
|
|
|
|
|
ARTICLE V
THE CERTIFICATES
|
Section 5.01.
|
The Certificates.
|
|
|
Section 5.02.
|
Certificate Register; Registration
of Transfer and Exchange of Certificates.
|
|
Section 5.03.
|
Mutilated, Destroyed, Lost or Stolen
Certificates.
|
|
|
Section 5.04.
|
Persons Deemed Owners.
|
|
|
Section 5.05.
|
Access to List of
Certificateholders’ Names and Addresses.
|
|
|
Section 5.06.
|
Maintenance of Office or
Agency.
|
|
|
|
|
|
|
|
|
|
ARTICLE VI
THE DEPOSITOR AND THE MASTER
SERVICER
|
Section 6.01.
|
Respective Liabilities of the
Depositor and the Master Servicer.
|
|
|
Section 6.02.
|
Merger or Consolidation of the
Depositor or the Master Servicer.
|
|
|
Section 6.03.
|
Limitation on Liability of the
Depositor, the Sellers, the Master Servicer and Others.
|
|
Section 6.04.
|
Limitation on Resignation of Master
Servicer.
|
|
|
|
|
|
|
|
ARTICLE VII
DEFAULT
|
Section 7.01.
|
Events of Default.
|
|
|
Section 7.02.
|
Trustee to Act; Appointment of
Successor.
|
|
Section 7.03.
|
Notification to
Certificateholders.
|
|
|
|
|
|
|
ARTICLE VIII
CONCERNING THE TRUSTEE
|
Section 8.01.
|
Duties of Trustee.
|
|
|
Section 8.02.
|
Certain Matters Affecting the
Trustee.
|
|
|
Section 8.03.
|
Trustee Not Liable for Certificates
or Mortgage Loans.
|
|
Section 8.04.
|
Trustee May Own
Certificates.
|
|
|
Section 8.05.
|
Trustee’s Fees and
Expenses.
|
|
|
Section 8.06.
|
Eligibility Requirements for
Trustee.
|
|
|
Section 8.07.
|
Resignation and Removal of
Trustee.
|
|
|
Section 8.08.
|
Successor Trustee.
|
|
|
Section 8.09.
|
Merger or Consolidation of
Trustee.
|
|
|
Section 8.10.
|
Appointment of Co-Trustee or
Separate Trustee.
|
|
|
Section 8.11.
|
Tax Matters.
|
|
|
|
|
|
|
|
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|
|
|
ARTICLE IX
TERMINATION
|
Section 9.01.
|
Termination upon Liquidation or
Purchase of all Mortgage Loans.
|
|
Section 9.02.
|
Final Distribution on the
Certificates.
|
|
|
Section 9.03.
|
Additional Termination
Requirements.
|
|
|
|
|
|
|
ARTICLE X
MISCELLANEOUS PROVISIONS
|
Section 10.01.
|
Amendment.
|
|
|
Section 10.02.
|
Recordation of Agreement;
Counterparts.
|
|
|
Section 10.03.
|
Governing Law.
|
|
|
Section 10.04.
|
Intention of Parties.
|
|
|
Section 10.05.
|
Notices.
|
|
|
Section 10.06.
|
Severability of
Provisions.
|
|
|
Section 10.07.
|
Assignment.
|
|
|
Section 10.08.
|
Limitation on Rights of
Certificateholders.
|
|
Section 10.09.
|
Inspection and Audit
Rights.
|
|
|
Section 10.10.
|
Certificates Nonassessable and Fully
Paid.
|
|
Section 10.11.
|
[Reserved].
|
|
|
Section 10.12.
|
Protection of Assets.
|
|
|
|
|
|
|
|
|
|
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|
|
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|
SCHEDULES
|
Schedule I:
|
Mortgage Loan Schedule
|
|
|
Schedule II-A:
|
Representations and Warranties of
Countrywide
|
|
|
Schedule II-B:
|
Representations and Warranties of
Park Granada
|
|
|
Schedule II-C
|
Representations and Warranties of
Park Monaco Inc.
|
|
|
Schedule II-D
|
Representations and Warranties of
Park Sienna LLC
|
|
|
Schedule III-A:
|
Representations and Warranties of
Countrywide as to the Mortgage Loans
|
|
|
Schedule III-B:
|
Representations and Warranties of
Countrywide as to the Countrywide Mortgage Loans
|
|
|
Schedule III-C:
|
Representations and Warranties of
Park Granada as to the Park Granada Mortgage Loans
|
|
|
Schedule III-D
|
Representations and Warranties of
Park Monaco Inc.as to the Park Monaco Inc. Mortgage
Loans
|
|
Schedule III-E
|
Representations and Warranties of
Park Sienna LLC as to the Park Sienna LLC Mortgage Loans
|
|
|
Schedule IV:
|
Representations and Warranties of
the Master Servicer
|
|
|
Schedule V:
|
Principal Balance Schedules (if
applicable)
|
|
|
Schedule VI:
|
Form of Monthly Master Servicer
Report
|
|
|
|
|
|
|
|
|
|
|
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|
EXHIBITS
|
Exhibit A:
|
Form of Senior Certificate
(excluding Notional Amount Certificates)
|
|
|
Exhibit B:
|
Form of Subordinated
Certificate
|
|
|
Exhibit C:
|
Form of Class A-R
Certificate
|
|
|
Exhibit D:
|
Form of Notional Amount
Certificate
|
|
|
Exhibit E:
|
Form of Reverse of
Certificates
|
|
|
Exhibit F-1:
|
Form of Initial Certification of
Trustee (Mortgage Loans)
|
|
|
Exhibit F-2:
|
Form of Initial Certification of
Trustee (Supplemental Mortgage Loans)
|
|
|
Exhibit G-1:
|
Form of Delay Delivery Certification
of Trustee (Mortgage Loans)
|
|
|
Exhibit G-2:
|
Form of Delay Delivery Certification
of Trustee (Supplemental Mortgage Loans) ...
|
|
Exhibit H-1:
|
Form of Final Certification of
Trustee (Mortgage Loans)
|
|
|
Exhibit H-2:
|
Form of Final Certification of
Trustee (Supplemental Mortgage Loans)
|
|
|
Exhibit I:
|
Form of Transfer
Affidavit
|
|
|
Exhibit J-1:
|
Form of Transferor Certificate
(Residual)
|
|
|
Exhibit J-2:
|
Form of Transferor Certificate
(Private)
|
|
|
Exhibit K:
|
Form of Investment Letter (Non-Rule
144A)
|
|
|
Exhibit L:
|
Form of Rule 144A Letter
|
|
|
Exhibit M:
|
Form of Request for Release (for
Trustee)
|
|
|
Exhibit N:
|
Form of Request for Release of
Documents (Mortgage Loan –
|
|
|
|
Paid in Full, Repurchased and
Replaced)
|
|
|
Exhibit O:
|
Standard & Poor’s
LEVELS® Version 5.6 Glossary Revised, Appendix E
|
|
|
Exhibit P:
|
Form of Supplemental Transfer
Agreement
|
|
|
|
|
|
|
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|
THIS POOLING AND SERVICING
AGREEMENT, dated as of June 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”), PARK
MONACO INC. (“Park Monaco”), a Delaware corporation, as
a seller (a “Seller”), PARK SIENNA LLC (“Park
Sienna”), a Delaware limited liability company, as a seller
(a “Seller”), COUNTRYWIDE HOME LOANS SERVICING LP, a
Texas limited partnership, as master servicer (the “Master
Servicer”) and THE BANK OF NEW YORK, a banking corporation
organized under the laws of the State of New York, as trustee (the
“Trustee”).
WITNESSETH THAT
In consideration of the mutual
agreements herein contained, the parties hereto agree as
follows:
PRELIMINARY STATEMENT
The Depositor is the owner of the
Trust Fund that is hereby conveyed to the Trustee in return for the
Certificates. For federal income tax purposes, an election will be
made to treat the entire segregated pool of assets described in the
definition of REMIC IA (as defined herein), and subject to this
Agreement (exclusive of the supplemental loan account and the
capitalized interest account), as a real estate mortgage investment
conduit (a “REMIC”) for federal income tax purposes and
such segregated pool of assets will be designated as “REMIC
IA.” For federal income tax purposes, an election will be
made to treat the entire segregated pool of assets described in the
definition of REMIC IB (as defined herein), and subject to this
Agreement, as a real estate mortgage investment conduit (a
“REMIC”) for federal income tax purposes and such
segregated pool of assets will be designated as “REMIC
IB.” The REMIC IA Regular Interests and the REMIC IB Regular
Interests will be “regular interests” in REMIC IA and
REMIC IB, respectively; and the Class R-IA Interest and the Class
R-IB Interest will be the sole class of “residual
interests” in REMIC IA and REMIC IB, respectively, for
purposes of the REMIC Provisions (as defined herein). A segregated
pool of assets consisting of the REMIC IA Regular Interests and the
REMIC IB Regular Interests will be designated as “REMIC
II,” and a separate REMIC election will be made with respect
thereto. The Class 1-A-1 Certificates, Class 1-A-2 Certificates,
Class 1-A-3 Certificates, Class 1-A-4 Certificates, Class 2-A-1
Certificates, Class 2-A-2 Certificates, Class 2-A-3 Certificates,
Class 2-A-4 Certificates, Class 2-A-5 Certificates, Class 2-X
Certificates, Class 3-A-1 Certificates, Class 3-A-2 Certificates,
Class 3-A-3 Certificates, Class 3-A-4 Certificates, Class 3-A-5
Certificates, Class 3-A-6 Certificates, Class 3-A-7 Certificates,
Class 3-A-8 Certificates, Class 3-A-9 Certificates, Class 3-A-10
Certificates, Class 3-A-11 Certificates, Class 3-A-12 Certificates,
Class 3-A-13 Certificates, Class 3-A-14 Certificates, Class 3-A-15
Certificates, Class 3-A-16 Certificates, Class 3-A-17 Certificates,
Class 3-X Certificates, Class PO Certificates, Class I-M
Certificates, Class I-B-1 Certificates, Class I-B-2 Certificates,
Class II-M Certificates, Class II-B-1 Certificates and Class II-B-2
Certificates will be “regular interests” in REMIC II
and the Class R-II Interest will be the sole class of
“residual interests” therein for purposes of the REMIC
Provisions. The Class A-R Certificates will represent ownership of
the Class R-IA Interest, Class R-IB Interest and Class R-II
Interest. For the avoidance of doubt and as described above, the
Trust Fund will be treated for federal income tax purposes as three
REMICs.
REMIC IA
The following table irrevocably sets
forth the designation, the REMIC IA Pass-Through Rate, the initial
Uncertificated Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
possible maturity date” for each of the REMIC IA Regular
Interests. None of the REMIC IA Regular Interests will be
certificated.
|
|
REMIC I Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance
|
Latest
Possible
Maturity(1)
|
|
1A-1
|
Variable(2)
|
$ 154,751,073.00
|
July 25, 2035
|
___________________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for each REMIC IA
Regular Interest.
|
|
(2)
|
Calculated in accordance with the
definition of “REMIC IA Pass-Through Rate”
herein.
|
REMIC IB
The following table irrevocably sets
forth the designation, the REMIC IB Pass-Through Rate, the initial
Uncertificated Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
possible maturity date” for each of the REMIC IB Regular
Interests. None of the REMIC IB Regular Interests will be
certificated.
|
|
REMIC II
Pass-Through Rate
|
Initial
Uncertificated
Principal Balance or Notional
Amount
|
Latest
Possible
Maturity(1)
|
|
1B-2
|
5.50%
|
$
|
155,334,591.00
|
July 25, 2035
|
|
1B-2A2A
|
5.50%
|
$
|
25,592,000.00
|
July 25, 2035
|
|
1B-2A2B
|
5.50%
|
$
|
54,840,000.00
|
July 25, 2035
|
|
1B-2X
|
Variable(2)
|
$
|
1,000.00
|
July 25, 2035
|
|
1B-3
|
5.50%
|
$
|
488,038,430.00
|
July 25, 2035
|
|
1B-3A6
|
5.50%
|
$
|
26,200,000.00
|
July 25, 2035
|
|
1B-3PO
|
0.00%
|
$
|
223,879.00
|
July 25, 2035
|
|
1B-3X
|
Variable(2)
|
$
|
1,000.00
|
July 25, 2035
|
|
1B-AR
|
5.50%
|
$
|
100.00
|
July 25, 2035
|
___________________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for each REMIC IB
Regular Interest.
|
|
(2)
|
Calculated in accordance with the
definition of “REMIC IB Pass-Through Rate”
herein.
|
REMIC II
The following table sets forth
characteristics of the REMIC II Certificates, together with the
minimum denominations and integral multiples in excess thereof in
which such Classes shall be issuable (except that one Certificate
of each Class of Certificates may be issued in a different amount
and, in addition, one Residual Certificate representing the Tax
Matters Person Certificate may be issued in a different
amount):
Class Designation
|
Initial Class
Certificate Balance
|
Pass-Through
Rate
(per annum)
|
Minimum
Denomination
|
Integral Multiples in Excess of
Minimum
|
|
Class 1-A-1
|
$
|
35,328,000.00
|
Variable(1)
|
$
|
25,000.00
|
$1,000.00
|
|
Class 1-A-2
|
$
|
50,079,000.00
|
Variable(1)
|
$
|
25,000.00
|
$1,000.00
|
|
Class 1-A-3
|
$
|
28,584,000.00
|
Variable(1)
|
$
|
25,000.00
|
$1,000.00
|
|
Class 1-A-4
|
$
|
39,212,000.00
|
Variable(1)
|
$
|
25,000.00
|
$1,000.00
|
|
Class 2-A-1
|
$
|
80,432,000.00
|
Variable(8)
|
$
|
25,000.00
|
$1,000.00
|
|
Class 2-A-2
|
|
N/A(2)
|
Variable(9)
|
$
|
25,000.00(17)
|
$1,000.00(17)
|
|
Class 2-A-3
|
$
|
21,936,000.00
|
Variable(10)
|
$
|
25,000.00
|
$1,000.00
|
|
Class 2-A-4
|
$
|
54,168,000.00
|
Variable(11)
|
$
|
25,000.00
|
$1,000.00
|
|
Class 2-A-5
|
$
|
18,056,000.00
|
Variable(12)
|
$
|
25,000.00
|
$1,000.00
|
|
Class PO
|
$
|
223,879.22
|
N/A(3)
|
$
|
25,000.00
|
$1,000.00
|
|
Class 2-X
|
|
N/A(2)
|
Variable(4)
|
$
|
25,000.00(17)
|
$1,000.00(17)
|
|
Class 3-A-1
|
$
|
50,000,000.00
|
5.50%
|
$
|
25,000.00
|
$1,000.00
|
|
Class 3-A-2
|
$
|
13,930,000.00
|
5.50%
|
$
|
25,000.00
|
$1,000.00
|
|
Class 3-A-3
|
$
|
10,000.00
|
5.50%
|
$
|
25,000.00
|
$1,000.00
|
|
Class 3-A-4
|
$
|
25,000,000.00
|
4.75%
|
$
|
25,000.00
|
$1,000.00
|
|
Class 3-A-5
|
$
|
35,000,000.00
|
5.50%
|
$
|
25,000.00
|
$1,000.00
|
|
Class 3-A-6
|
$
|
26,200,000.00
|
Variable(13)
|
$
|
25,000.00
|
$1,000.00
|
|
Class 3-A-7
|
|
N/A(2)
|
Variable(14)
|
$
|
25,000.00(17)
|
$1,000.00(17)
|
|
Class 3-A-8
|
$
|
35,084,000.00
|
5.50%
|
$
|
1,000.00
|
$1,000.00
|
|
Class 3-A-9
|
$
|
101,299,000.00
|
Variable(15)
|
$
|
25,000.00
|
$1,000.00
|
|
Class 3-A-10
|
$
|
9,209,000.00
|
Variable(16)
|
$
|
25,000.00
|
$1,000.00
|
|
Class 3-A-11
|
$
|
52,125,000.00
|
5.50%
|
$
|
25,000.00
|
$1,000.00
|
|
Class 3-A-12
|
$
|
10,000,000.00
|
5.00%
|
$
|
1,000.00
|
$1,000.00
|
|
Class 3-A-13
|
$
|
10,000,000.00
|
6.00%
|
$
|
1,000.00
|
$1,000.00
|
|
Class 3-A-14
|
$
|
46,735,000.00
|
5.50%
|
$
|
25,000.00
|
$1,000.00
|
|
Class 3-A-15
|
$
|
712,000.00
|
5.50%
|
$
|
25,000.00
|
$1,000.00
|
|
Class 3-A-16
|
$
|
41,100,000.00
|
5.00%
|
$
|
25,000.00
|
$1,000.00
|
|
Class 3-A-17
|
$
|
1,228,000.00
|
5.50%
|
$
|
25,000.00
|
$1,000.00
|
|
Class 3-X
|
|
N/A(2)
|
Variable(5)
|
$
|
25,000.00(17)
|
$1,000.00(17)
|
|
Class I-M
|
$
|
619,300.00
|
Variable(1)
|
$
|
25,000.00
|
$1,000.00
|
|
Class I-B-1
|
$
|
309,600.00
|
Variable(1)
|
$
|
25,000.00
|
$1,000.00
|
|
Class I-B-2
|
$
|
232,200.00
|
Variable(1)
|
$
|
25,000.00
|
$1,000.00
|
|
Class I-B-3
|
$
|
154,800.00
|
Variable(1)
|
$
|
100,000.00
|
$1,000.00
|
|
Class I-B-4
|
$
|
77,400.00
|
Variable(1)
|
$
|
100,000.00
|
$1,000.00
|
|
Class I-B-5
|
$
|
154,773.05
|
Variable(1)
|
$
|
100,000.00
|
$1,000.00
|
|
Class II-M
|
$
|
13,438,000.00
|
5.50%
|
$
|
25,000.00
|
$1,000.00
|
|
Class II-B-1
|
$
|
3,932,400.00
|
5.50%
|
$
|
25,000.00
|
$1,000.00
|
|
Class II-B-2
|
$
|
1,966,200.00
|
5.50%
|
$
|
25,000.00
|
$1,000.00
|
|
Class II-B-3
|
$
|
1,310,800.00
|
5.50%
|
$
|
100,000.00
|
$1,000.00
|
|
Class II-B-4
|
$
|
983,100.00
|
5.50%
|
$
|
100,000.00
|
$1,000.00
|
|
Class II-B-5
|
$
|
1,310,520.78
|
5.50%
|
$
|
100,000.00
|
$1,000.00
|
|
Class A-R(6)
|
$
|
100.00
|
5.50%
|
|
(7)
|
(7)
|
__________________________________________
|
(1)
|
The Pass-Through Rate for each of
the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class I-M,
Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4 and Class I-B-5
Certificates for the Interest Accrual Period related to any
Distribution Date will be a per annum rate equal to the weighted
average of the Adjusted Net Mortgage Rates on the Mortgage Loans in
Loan Group 1, weighted on the basis of the Stated Principal
Balances thereof as of the Due Date in the preceding calendar month
(after giving effect to Principal Prepayments received in the
Prepayment Period related to such prior Due Date). For federal
income tax purposes, the Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class I-M, Class I-B-1, Class I-B-2, Class I-B-3,
Class I-B-4 and Class I-B-5 Certificates will be entitled to 100%
of all the amounts payable on REMIC II Regular Interest 1A-1. The
Pass-Through Rate for each such certificate for the Interest
Accrual Period related to the first Distribution Date is 4.70749%
per annum.
|
|
(2)
|
The Class 2-A-2, Class 2-X, Class
3-A-7 and Class 3-X Certificates will be Notional Amount
Certificates, will have no Class Certificate Balances and will bear
interest on their Notional Amounts calculated in accordance with
the definition of “Notional Amount” herein.
|
|
(3)
|
The Class PO Certificates will be
Principal Only Certificates and will not receive any distributions
of interest.
|
|
(4)
|
The Pass-Through Rate for the Class
2-X Certificates for the Interest Accrual Period for any
Distribution Date will be equal to the excess of (a) the weighted
average of the Adjusted Net Mortgage Rates of the Mortgage Loans in
Loan Group 2, weighted on the basis of the Stated Principal
Balances thereof as of the Due Date in the preceding calendar month
(after giving effect to Principal Prepayments received in the
Prepayment Period related to such prior Due Date), over (b) 5.50%.
The Pass-Through Rate for the Class 2-X Certificates for the
Interest Accrual Period related to the first Distribution Date is
0.22649% per annum.
|
|
(5)
|
The Pass-Through Rate for the Class
3-X Certificate for the Interest Accrual Period for any
Distribution Date will be equal to the excess of (a) the weighted
average of the Adjusted Net Mortgage Rates of the Non-Discount
Mortgage Loans in Loan Group 3, weighted on the basis of the Stated
Principal Balances thereof as of the Due Date in the preceding
calendar month (after giving effect to Principal Prepayments
received in the Prepayment Period related to such prior Due Date),
over (b) 5.50%. The Pass-Through Rate for the Class 3-X
Certificates for the Interest Accrual Period related to the first
Distribution Date is 0.27076% per annum.
|
|
(6)
|
The Class A-R Certificates represent
ownership of the sole Class of residual interests in each
REMIC.
|
|
(7)
|
The Class A-R Certificate shall 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.
|
|
(8)
|
With respect to the Class 2-A-1
Certificates and each Interest Accrual Period, a per annum rate of
LIBOR plus 0.40%, subject to a maximum and minimum Pass-Through
Rate of 7.00% and 0.40% per annum, respectively. The Pass-Through
Rate for the Class 2-A-1 Certificates for the Interest Accrual
Period for the first Distribution Date is 3.550% per
annum.
|
|
(9)
|
With respect to the Class 2-A-2
Certificates and each Interest Accrual Period, a per annum rate of
6.60% minus LIBOR, subject to a maximum and minimum Pass-Through
Rate of 6.60% and 0.00% per annum, respectively. The Pass-Through
Rate for the Class 2-A-2 Certificates for the Interest Accrual
Period for the first Distribution Date is 3.450% per
annum.
|
|
(10)
|
With respect to the Class 2-A-3
Certificates and each Interest Accrual Period, a per annum rate of
(i) 16.50% minus (ii) LIBOR multiplied by 2.5, subject to a maximum
and minimum Pass-Through Rate of 16.50% and 0.00% per annum,
respectively. The Pass-Through Rate for the Class 2-A-3
Certificates for the Interest Accrual Period for the first
Distribution Date is 8.625% per annum.
|
|
(11)
|
With respect to the Class 2-A-4
Certificates and each Interest Accrual Period, a per annum rate of
LIBOR plus 1.40%, subject to a maximum and minimum Pass-Through
Rate of 6.00% and 1.40% per annum, respectively. The Pass-Through
Rate for the Class 2-A-4 Certificates for the Interest Accrual
Period for the first Distribution Date is 4.550% per
annum.
|
|
(12)
|
With respect to the Class 2-A-5
Certificates and each Interest Accrual Period, a per annum rate of
(i) 17.80% minus (ii) LIBOR multiplied by 3, subject to a maximum
and minimum Pass-Through Rate of 17.80% and 4.00% per annum,
respectively. The Pass-Through Rate for the Class 2-A-5
Certificates for the Interest Accrual Period for the first
Distribution Date is 8.350% per annum.
|
|
(13)
|
With respect to the Class 3-A-6
Certificates and each Interest Accrual Period, a per annum rate of
LIBOR plus 0.30%, subject to a maximum and minimum Pass-Through
Rate of 7.00% and 0.30% per annum, respectively. The Pass-Through
Rate for the Class 3-A-6 Certificates for the Interest Accrual
Period for the first Distribution Date is 3.630% per
annum.
|
|
(14)
|
With respect to the Class 3-A-7
Certificates and each Interest Accrual Period, a per annum rate of
6.70% minus LIBOR, subject to a maximum and minimum Pass-Through
Rate of 6.70% and 0.00% per annum, respectively. The Pass-Through
Rate for the Class 3-A-7 Certificates for the Interest Accrual
Period for the first Distribution Date is 3.370% per
annum.
|
|
(15)
|
With respect to the Class 3-A-9
Certificates and each Interest Accrual Period, a per annum rate of
LIBOR plus 1.40%, subject to a maximum and minimum Pass-Through
Rate of 6.00% and 1.40% per annum, respectively. The Pass-Through
Rate for the Class 3-A-9 Certificates for the Interest Accrual
Period for the first Distribution Date is 4.610% per
annum.
|
|
(16)
|
With respect to the Class 3-A-10
Certificates and each Interest Accrual Period, a per annum rate of
(i) 50.60% minus (ii) LIBOR multiplied by 11, subject to a maximum
and minimum Pass-Through Rate of 50.60% and 0.00% per annum,
respectively. The Pass-Through Rate for the Class 3-A-10
Certificates for the Interest Accrual Period for the first
Distribution Date is 15.290% per annum.
|
|
(17)
|
Denomination is based on Notional
Amount.
|
Set forth below are designations of
Classes of Certificates and other defined terms to the categories
used herein:
|
Accretion Directed Certificates
|
Class 3-A-2 Certificates.
|
|
|
|
|
Accretion Directed Components
|
None.
|
|
|
|
|
Accrual Certificates
|
Class 3-A-3 Certificates.
|
|
|
|
|
Accrual Components
|
None.
|
|
|
|
|
Book-Entry Certificates
|
All Classes of Certificates other than the
Physical Certificates.
|
|
|
|
|
COFI Certificates
|
None.
|
|
|
|
|
Combined Certificates
|
None.
|
|
|
|
|
Component Certificates
|
None.
|
|
|
|
|
Components
|
None.
|
|
|
|
|
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; and any Certificate of a Class that ceases to satisfy
the applicable rating requirement under the Underwriter’s
Exemption.
|
|
|
|
|
Floating Rate Certificates
|
Class 2-A-1, Class 2-A-4, Class 3-A-6 and Class
3-A-9 Certificates.
|
|
|
|
|
Group 1 Senior Certificates
|
Class 1-A-1, Class 1-A-2, Class 1-A-3 and Class
1-A-4 Certificates.
|
|
|
|
|
Group 1 Certificates
|
Group 1 Senior Certificates and the 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 2 Senior Certificates
|
Class 2-A-1, Class 2-A-2, Class 2-A-3, Class
2-A-4, Class 2-A-5 and Class 2-X Certificates.
|
|
|
|
|
Group 2 Certificates
|
Group 2 Senior Certificates and the portions of
the Aggregate Group II Subordinated Certificates related to Loan
Group 2.
|
|
|
|
|
Group 3 Senior Certificates
|
Class 3-A-1, Class 3-A-2, Class 3-A-3, Class
3-A-4, Class 3-A-5, Class 3-A-6, Class 3-A-7, Class 3-A-8, Class
3-A-9, Class 3-A-10, Class 3-A-11, Class 3-A-12, Class 3-A-13,
Class 3-A-14, 3-A-15, Class 3-A-16, Class 3-A-17, Class 3-X, Class
PO and Class A-R Certificates.
|
|
|
|
|
Group 3 Certificates
|
Group 3 Senior Certificates and the portions of
the Aggregate Group II Subordinated Certificates related to Loan
Group 3.
|
|
|
|
|
Inverse Floating Rate Certificates
|
Class 2-A-2, Class 2-A-3, Class 2-A-5, Class
3-A-7 and Class 3-A-10 Certificates.
|
|
|
|
|
LIBOR Certificates
|
Class 2-A-1, Class 2-A-2, Class 2-A-3, Class
2-A-4, Class 2-A-5, Class 3-A-6, Class 3-A-7, Class 3-A-9 and Class
3-A-10 Certificates.
|
|
|
|
|
Non-Delay Certificates
|
LIBOR Certificates.
|
|
|
|
|
Notional Amount Certificates
|
Class 2-A-2, Class 2-X, Class 3-A-7 and Class
3-X Certificates.
|
|
|
|
|
Notional Amount Components
|
None.
|
|
|
|
|
Offered Certificates
|
All Classes of Certificates other than the
Private Certificates.
|
|
|
|
|
Physical Certificates
|
Private Certificates and the Residual
Certificates.
|
|
|
|
|
Planned Principal Classes
|
Class 2-A-1, Class 2-A-3, Class 3-A-1, Class
3-A-2, Class 3-A-3, Class 3-A-4, Class 3-A-5, Class 3-A-6, Class
3-A-8, Class 3-A-16 and Class 3-A-17 Certificates.
|
|
|
|
|
Principal Only Certificates
|
Class PO Certificates.
|
|
|
|
|
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
|
Fitch and Moody’s.
|
|
|
|
|
Regular Certificates
|
All Classes of Certificates, other than the
Residual Certificates.
|
|
|
|
|
Residual Certificates
|
Class A-R Certificates.
|
|
|
|
|
Scheduled Principal Classes
|
None.
|
|
|
|
|
Senior Certificate Group
|
The Group 1 Senior Certificates, the Group 2
Senior Certificates or the Group 3 Senior Certificates, as
applicable.
|
|
|
|
|
Senior Certificates
|
Class 1-A-1, Class 1-A-2, Class 1-A-3, Class
1-A-4, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class
2-A-5, Class 2-X, Class 3-A-1, Class 3-A-2, Class 3-A-3, Class
3-A-4, Class 3-A-5, Class 3-A-6, Class 3-A-7, Class 3-A-8, Class
3-A-9, Class 3-A-10, Class 3-A-11, Class 3-A-12, Class 3-A-13,
Class 3-A-14, 3-A-15, Class 3-A-16, Class 3-A-17, Class 3-X, Class
PO and Class A-R Certificates.
|
|
|
|
|
Subordinated Certificates
|
Class I-M, Class I-B-1, Class I-B-2, Class
I-B-3, Class I-B-4, Class I-B-5, Class II-M, 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
|
Countrywide Securities Corporation.
|
|
|
|
With respect to any of the foregoing
designations as to which the corresponding reference is
“None,” all defined terms and provisions herein
relating solely to such designations shall be of no force or
effect, and any calculations herein incorporating references to
such designations shall be interpreted without reference to such
designations and amounts. Defined terms and provisions herein
relating to statistical rating agencies not designated above as
Rating Agencies shall be of no force or effect.
ARTICLE I
DEFINITIONS
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 : On each
Distribution Date up to and including the Accrual Termination Date,
the Accrual Amount on the Class 3-A-3 Certificates shall be
distributed as principal sequentially to the Class 3-A-2
Certificates, until its Class Certificate balance is reduced to
zero, and then to the Class 3-A-3 Certificates.
Accrual Amount
: With respect to any Class of
Accrual Certificates and any Distribution Date prior to the related
Accrual Termination Date, the amount allocable to interest on such
Class of Accrual Certificates with respect to such Distribution
Date pursuant to Section 4.02(a).
Accrual Certificates
: As specified in the Preliminary
Statement.
Accrual Components
: As specified in the Preliminary
Statement.
Accrual Termination
Date : With respect to
the Class 3-A-3 Certificates, the earlier of (i) the date on which
the Class Certificate Balance of each Class of Aggregate Group II
Subordinated Certificates is reduced to zero; and (ii) the
Distribution Date on which the Class Certificate Balance of the
Class 3-A-2 Certificates is reduced to zero.
Adjusted Mortgage Rate
: As to each Mortgage Loan, and at
any time, the per annum rate equal to the Mortgage Rate less the
Master Servicing Fee Rate.
Adjusted Net Mortgage
Rate : As to each
Mortgage Loan, and at any time, the per annum rate equal to the
Mortgage Rate less the sum of the Trustee Fee Rate and the Master
Servicing Fee Rate. For purposes of determining whether any
Substitute Mortgage Loan is a Discount Mortgage Loan or a
Non-Discount Mortgage Loan and for purposes of calculating the
applicable PO Percentage and the applicable Non-PO Percentage, each
Substitute Mortgage Loan shall be deemed to have an Adjusted Net
Mortgage Rate equal to the Adjusted Net Mortgage Rate of the
Deleted Mortgage Loan for which it is substituted.
Advance : As to a Loan Group, the payment required to be
made by the Master Servicer with respect to any Distribution Date
pursuant to Section 4.01, the amount of any such payment being
equal to the aggregate of payments of principal and interest (net
of the Master Servicing Fee) on the Mortgage Loans in such Loan
Group that were due on the related Due Date and not received by the
Master Servicer as of the close of business on the related
Determination Date, together with an amount equivalent to interest
on each Mortgage Loan as to which the related Mortgaged Property is
an REO Property (net of any net income in the case of any 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 Certificate
Group : Either Aggregate
Certificate Group I or Aggregate Certificate Group II.
Aggregate Certificate Group
I : The Group 1
Certificates.
Aggregate Certificate Group
II : The Group 2 and
Group 3 Certificates.
Aggregate Group II Subordinated
Certificate : Any of the
Class II-M, Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4
and Class II-B-5 Certificates.
Aggregate Loan Group I
: Loan Group 1.
Aggregate Loan Group
II : Loan Group 2 and
Loan Group 3.
Aggregate Planned
Balance : With respect to
any group of Planned Principal Classes and any Distribution Date,
the amount set forth for such group for such Distribution Date in
Schedule V hereto.
Aggregate Supplemental Purchase
Amount : With respect to
any Supplemental Transfer Date and Loan Group 3, the applicable
“Aggregate Supplemental Purchase Amount” identified in
the related Supplemental Transfer Agreement for such Loan Group,
which shall be an estimate of the aggregate Stated Principal
Balance of the Supplemental Mortgage Loans to be included in such
Loan Group identified in such Supplemental Transfer
Agreement.
Aggregate Supplemental Transfer
Amount : With respect to
any Supplemental Transfer Date and Loan Group 3, the aggregate
Stated Principal Balance as of the related Supplemental Cut-off
Date of the Supplemental Mortgage Loans to be included in such Loan
Group conveyed on such Supplemental Transfer Date, as listed on the
revised Mortgage Loan Schedule delivered pursuant to Section
2.01(f); provided, however, that such amount shall not exceed the
amount on deposit in the Supplemental Loan Account allocated to
purchasing Supplemental Mortgage Loans for such Loan
Group.
Agreement : This Pooling and Servicing Agreement and all
amendments or supplements hereto.
Allocable Share
: As to any Distribution Date and
any Mortgage Loan (i) with respect to each PO Class, zero, (ii)
with respect to the Class 2-X and Class 3-X Certificates, (a) the
ratio that the excess, if any, of the Adjusted Net Mortgage Rate
with respect to such Mortgage Loan, over the related Required
Coupon bears to such Adjusted Net Mortgage Rate or (b) if the
Adjusted Net Mortgage Rate with respect to such Mortgage Loan does
not exceed the related Required Coupon, zero, and (iii) with
respect to each other Class of Certificates the product of (a) the
lesser of (I) the ratio that the related Required Coupon bears to
the Adjusted Net Mortgage Rate of such Mortgage Loan and (II) one,
multiplied by (b) the ratio that the amount calculated with respect
to such Distribution Date (A) with respect to the Senior
Certificates of the related Senior Certificate Group and the
Aggregate Group I Subordinate 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 Aggregate Group II
Subordinated Certificates, pursuant to the definition of Assumed
Interest Amount or after the first related Senior Termination Date
pursuant to clause (i) of the definition of Class Optimal Interest
Distribution Amount (without giving effect to any reduction of such
amount pursuant to Section 4.02(d)) bears to the amount calculated
with respect to such Distribution Date for each Class of
Certificates pursuant to clause (i) of the definition of Class
Optimal Interest Distribution Amount (without giving effect to any
reduction of such amounts pursuant to Section 4.02(d)) or the
definition of Assumed Interest Amount, as applicable.
Amount Available for Senior
Principal : As to any
Distribution Date and (a) Loan Group 1, the Available Funds for
such Distribution Date and Loan Group, reduced by the aggregate
amount distributable (or allocable to the Accrual Amount, if
applicable) on such Distribution Date in respect of interest on the
related Senior Certificates pursuant to Section 4.02(a)(1)(ii), (b)
Loan Group 2, the Available Funds for such Distribution Date and
Loan Group, reduced by the aggregate amount
distributable (or allocable to the
Accrual Amount, if applicable) on such Distribution Date in respect
of interest on the related Senior Certificates pursuant to Section
4.02(a)(2)(ii) and (c) Loan Group 3, the Available Funds for such
Distribution Date and Loan Group, reduced by the aggregate amount
distributable (or allocable to the Accrual Amount, if applicable)
on such Distribution Date in respect of interest on the related
Senior Certificates pursuant to Section 4.02(a)(3)(ii).
Amount Held for Future
Distribution : As to any
Distribution Date and Mortgage Loans in a Loan Group, the aggregate
amount held in the Certificate Account at the close of business on
the related Determination Date on account of (i) Principal
Prepayments received after the related Prepayment Period and
Liquidation Proceeds and Subsequent Recoveries received in the
month of such Distribution Date relating to such Loan Group and
(ii) all Scheduled Payments due after the related Due Date relating
to such Loan Group.
Applicable Credit Support
Percentage : As defined
in Section 4.02(g).
Appraised Value
: With respect to any Mortgage Loan,
the Appraised Value of the related Mortgaged Property shall be: (i)
with respect to a Mortgage Loan other than a Refinancing Mortgage
Loan, the lesser of (a) the value of the Mortgaged Property based
upon the appraisal made at the time of the origination of such
Mortgage Loan and (b) the sales price of the Mortgaged Property at
the time of the origination of such Mortgage Loan; (ii) with
respect to a Refinancing Mortgage Loan other than a Streamlined
Documentation Mortgage Loan, the value of the Mortgaged Property
based upon the appraisal made-at the time of the origination of
such Refinancing Mortgage Loan; and (iii) with respect to a
Streamlined Documentation Mortgage Loan, (a) if the loan-to-value
ratio with respect to the Original Mortgage Loan at the time of the
origination thereof was 80% or less and the loan amount of the new
mortgage loan is $650,000 or less, the value of the Mortgaged
Property based upon the appraisal made at the time of the
origination of the Original Mortgage Loan and (b) if the
loan-to-value ratio with respect to the Original Mortgage Loan at
the time of the origination thereof was greater than 80% or the
loan amount of the new loan being originated is greater than
$650,000, the value of the Mortgaged Property based upon the
appraisal (which may be a drive-by appraisal) made at the time of
the origination of such Streamlined Documentation Mortgage
Loan.
Assumed Balance
: With respect to any Distribution
Date, Class of Aggregate Group II Subordinated Certificates and
related Loan Group, each such Class’ pro rata interest (based
on their respective Class Certificate Balances) in such Loan Group
equal to the product of the Subordinated Percentage for such Loan
Group as of such Distribution Date and the aggregate of the
applicable Non-PO Percentage of the Stated Principal Balance of
each Mortgage Loan in such Loan Group as of the Due Date occurring
in the month preceding the month of such Distribution Date (after
giving effect to Principal Prepayments received in the Prepayment
Period related to such prior Due Date).
Assumed Interest
Amount : With respect to
any Distribution Date and Class of Aggregate Group II Subordinated
Certificates, one month’s interest accrued during the related
Interest Accrual Period at the Pass-Through Rate for such Class on
the applicable Assumed Balance immediately prior to that
Distribution Date.
Available Funds
: As to any Distribution Date and
the Mortgage Loans in a Loan Group, the sum of (a) the aggregate
amount held in the Certificate Account at the close of business on
the related Determination Date, including any Subsequent
Recoveries, in respect of such Mortgage Loans net of the related
Amount Held for Future Distribution and net of amounts permitted to
be withdrawn from the Certificate Account pursuant to clauses (i) -
(viii), inclusive, of Section 3.08(a) in respect of such Mortgage
Loans and amounts permitted to be withdrawn from the Distribution
Account pursuant to clauses (i) - (iii), inclusive, of Section
3.08(b) in respect of such Mortgage Loans, (b) the amount of
the
related Advance, and (c) in
connection with Defective Mortgage Loans in such Loan Group, as
applicable, the aggregate of the Purchase Prices and Substitution
Adjustment Amounts deposited on the related Distribution Account
Deposit Date; provided, however, that with respect to Aggregate
Loan Group II after the first related Senior Termination Date,
Available Funds with respect to the Loan Group relating to the
remaining related 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 Senior Certificates of
the other Senior Certificate Group in Aggregate Loan Group II and
on any Distribution Date thereafter, Available Funds shall be
calculated based upon all the Mortgage Loans in Aggregate Loan
Group II, as opposed to the Mortgage Loans in the related Loan
Group.
Bankruptcy Code
: The United States Bankruptcy
Reform Act of 1978, as amended.
Blanket Mortgage
: The mortgage or mortgages
encumbering the Cooperative Property.
Book-Entry
Certificates : As
specified in the Preliminary Statement.
Business Day
: Any day other than (i) a Saturday
or a Sunday, or (ii) a day on which banking institutions in the
City of New York, New York, or the State of California or the city
in which the Corporate Trust Office of the Trustee is located are
authorized or obligated by law or executive order to be
closed.
Capitalized Interest
Account : The separate
Eligible Account designated as such and created and maintained by
the Trustee pursuant to Section 3.05(h) hereof. The Capitalized
Interest Account shall be treated as an “outside reserve
fund" under applicable Treasury regulations and shall not be part
of any REMIC. Except as provided in Section 3.05(h) hereof, any
investment earnings on the amounts on deposit in the Capitalized
Interest Account shall be treated as owned by the Depositor and
will be taxable to the Depositor.
Capitalized Interest
Requirement : With
respect to each Conveyance Period Distribution Date and Loan Group
3, the excess, if any, of (a) the sum of (1) the amount calculated
pursuant to clause (i) of the definition of Class Optimal Interest
Distribution Amount for each Class of Certificates for such
Distribution Date, plus (2) the Trustee Fee, over (b) (1) with
respect to each Mortgage Loan in Loan Group 3, 1/12 of the product
of the related Adjusted Mortgage Rate and the related Stated
Principal Balance as of the related Due Date (prior to giving
effect to any Scheduled Payment due on such Mortgage Loan on such
Due Date) minus (2) any related reductions required by Section
4.02(d) hereof minus (3) the Excess Master Servicing Fee. On the
Closing Date, the amount deposited in the Capitalized Interest
Account shall be $115,060.09.
Certificate
: Any one of the Certificates
executed by the Trustee in substantially the forms attached hereto
as exhibits.
Certificate Account
: The separate Eligible Account or
Accounts created and maintained by the Master Servicer pursuant to
Section 3.05 with a depository institution 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-J2, Mortgage Pass-Through Certificates
Series 2005-J2.”
Certificate Balance
: With respect to any Certificate at
any date, the maximum dollar amount of principal to which the
Holder thereof is then entitled hereunder, such amount being equal
to the Denomination thereof (A) plus any increase in the
Certificate Balance of such Certificate pursuant to Section 4.02
due to the receipt of Subsequent Recoveries, (B) minus the sum of
(i) all distributions of
principal previously made with
respect thereto and (ii) all Realized Losses allocated thereto and,
in the case of any Subordinated Certificates, all other reductions
in Certificate Balance previously allocated thereto pursuant to
Section 4.03 and (C) in the case of any Class of Accrual
Certificates, increased by the Accrual Amount added to the Class
Certificate Balance of such Class prior to such date.
Certificate Group
: The Group 1 Certificates, Group 2
Certificates or 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
hereunder, it shall first have to provide evidence of its
beneficial ownership interest in a Certificate that is reasonably
satisfactory to the Trustee, the Depositor, and/or the Master
Servicer, as applicable.
Certificate Register
: The register maintained pursuant
to Section 5.02 hereof.
Certificateholder or
Holder : The person in
whose name a Certificate is registered in the Certificate Register,
except that, solely for the purpose of giving any consent pursuant
to this Agreement, any Certificate registered in the name of the
Depositor or any affiliate of the Depositor shall be deemed not to
be Outstanding and the Percentage Interest evidenced thereby shall
not be taken into account in determining whether the requisite
amount of Percentage Interests necessary to effect such consent has
been obtained; provided, however, that if any such Person
(including the Depositor) owns 100% of the Percentage Interests
evidenced by a Class of Certificates, such Certificates shall be
deemed to be Outstanding for purposes of any provision hereof
(other than the second sentence of Section 10.01 hereof) that
requires the consent of the Holders of Certificates of a particular
Class as a condition to the taking of any action hereunder. The
Trustee is entitled to rely conclusively on a certification of the
Depositor or any affiliate of the Depositor in determining which
Certificates are registered in the name of an affiliate of the
Depositor.
Class : All Certificates bearing the same Class
designation as set forth in the Preliminary Statement.
Class Certificate
Balance : With respect to
any Class and as to any date of determination, the aggregate of the
Certificate Balances of all Certificates of such Class as of such
date.
Class Interest
Shortfall : As to any
Distribution Date and Class, the amount by which the amount
described in clause (i) of the definition of Class Optimal Interest
Distribution Amount for such Class exceeds the amount of interest
actually distributed on such Class on such Distribution Date
pursuant to such clause (i).
Class Optimal Interest
Distribution Amount :
With respect to any Distribution Date and interest bearing Class,
the sum of (i) one month’s interest accrued during the
related Interest Accrual Period at the Pass-Through Rate for such
Class on the related Class Certificate Balance, Notional Amount, as
applicable, subject to reduction as provided in Section 4.02(d) and
(ii) any Class Unpaid Interest Amounts for such Class.
Class PO Deferred
Amount : As to any
Distribution Date and Loan Group, the aggregate of the applicable
PO Percentage of each Realized Loss on a Discount Mortgage Loan in
that Loan Group to be allocated to the related PO Class on such
Distribution Date on or prior to the related Senior Credit Support
Depletion Date or previously allocated to that PO Class and not yet
paid to the Holders of that PO Class.
Class PO Sublimit
. A portion of the amount deposited
in the Supplemental Loan Account allocated to Loan Group 3 on the
Closing Date, which is equal to $3,518.18.
Class R-IA Interest
: The uncertificated Residual
Interest in REMIC IA.
Class R-IB Interest
: The uncertificated Residual
Interest in REMIC IA.
Class R-II Interest
: The uncertificated Residual
Interest in REMIC II.
Class Subordination
Percentage : With respect
to any Distribution Date and each Class of Subordinated
Certificates, the quotient (expressed as a percentage) of (a) the
Class Certificate Balance of such Class of Certificates immediately
prior to such Distribution Date divided by (b) the aggregate of the
Class Certificate Balances immediately prior to such Distribution
Date of all Classes of Certificates.
Class Unpaid Interest
Amounts : As to any
Distribution Date and Class of interest bearing Certificates, the
amount by which the aggregate Class Interest Shortfalls for such
Class on prior Distribution Dates exceeds the amount distributed on
such Class on prior Distribution Dates pursuant to clause (ii) of
the definition of Class Optimal Interest Distribution
Amount.
Closing Date
: June 30, 2005.
Code : The Internal Revenue Code of 1986, including
any successor or amendatory provisions.
Combined Certificates
: As specified in the Preliminary
Statement.
Combined Certificates Payment
Rule : Not
applicable.
Compensating Interest
: As to any Distribution Date and
Loan Group an amount equal to the product of one-twelfth of 0.125%
and the aggregate Stated Principal Balance of the Mortgage Loans in
such Loan Group as of the Due Date in the prior calendar
month.
Conveyance Period
: The period from the Closing Date
until the earlier of (i) the date on which the amount on deposit in
the Supplemental Loan Account for Loan Group 3 is less than
$150,000 and (ii) July 29, 2005.
Conveyance Period Distribution
Date : Each Distribution
Date during the Conveyance Period and, if the Conveyance Period
ends after the Distribution Date in a month, the immediately
succeeding Distribution Date.
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-J2, facsimile no. (212) 815-3986), and which is the address to
which notices to and correspondence with the Trustee should be
directed.
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.
Cross-Over Situation
: For any Distribution Date and for
each Loan Group (after taking into account principal distributions
on such Distribution Date) with respect to the Class A and Class B
Subsidiary REMIC Interests, a situation in which the Class A and
Class B Interests corresponding to any Loan Group are in the
aggregate less than 1% of the Subordinated Portion of the Loan
Group to which they correspond.
Cut-off Date
: With respect to any Mortgage Loan,
the later of June 1, 2005 and the date of origination of that
Mortgage Loan.
Cut-off Date Pool Principal
Balance :
$785,254,236.03.
Cut-off Date Principal
Balance : As to any
Mortgage Loan, the Stated Principal Balance thereof as of the close
of business on the Cut-off Date.
Debt Service Reduction
: With respect to any Mortgage Loan,
a reduction by a court of competent jurisdiction in a proceeding
under the Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan which became final and non-appealable, except such a
reduction resulting from a Deficient Valuation or any reduction
that results in a permanent forgiveness of principal.
Defective Mortgage
Loan : Any Mortgage Loan
which is required to be repurchased pursuant to Section 2.02 or
2.03.
Deficient Valuation
: With respect to any Mortgage Loan,
a valuation by a court of competent jurisdiction of the Mortgaged
Property in an amount less than the then-outstanding indebtedness
under the Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that
results in a permanent forgiveness of principal, which valuation or
reduction results from an order of such court which is final and
non-appealable in a proceeding under the Bankruptcy
Code.
Definitive
Certificates : Any
Certificate evidenced by a Physical Certificate and any Certificate
issued in lieu of a Book-Entry Certificate pursuant to Section
5.02(e).
Delay Certificates
: As specified in the Preliminary
Statement.
Delay Delivery
Certification : As
defined in Section 2.02(a) hereof.
Delay Delivery Mortgage
Loans : The Mortgage
Loans for which all or a portion of a related Mortgage File is not
delivered to Trustee on the Closing Date. The number of Delay
Delivery Mortgage Loans shall not exceed 50% of the aggregate
number of Mortgage Loans in each Loan Group as of the Closing Date
or 90% of the Supplemental Loans delivered on a Supplemental
Transfer Date. To the extent that Countrywide Home Loans Servicing
LP shall be in possession of any Mortgage Files with respect to any
Delay Delivery Mortgage Loan, until delivery of such Mortgage File
to the Trustee as provided in Section 2.01, Countrywide Home Loans
Servicing LP shall hold such files as Master Servicer hereunder, as
agent and in trust for the Trustee.
Deleted Mortgage Loan
: As defined in Section 2.03(c)
hereof.
Denomination
: With respect to each Certificate,
the amount set forth on the face thereof as the “Initial
Certificate Balance of this Certificate” or the
“Initial Notional Amount of this Certificate” or, if
neither of the foregoing, the Percentage Interest appearing on the
face thereof.
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 next preceding Business Day; provided, however, that if such
22nd day or such Business Day, whichever is applicable, is less
than two Business Days prior to the related Distribution Date, the
Determination Date shall be the first Business Day which is two
Business Days preceding such Distribution Date.
Discount Mortgage Loan
: Any Mortgage Loan in Loan Group 3
with an Adjusted Net Mortgage Rate that is less than the Required
Coupon for that Loan Group.
Distribution Account
: The separate Eligible Account
created and maintained by the Trustee pursuant to Section 3.05 in
the name of the Trustee for the benefit of the Certificateholders
and designated “The Bank of New York in trust for registered
holders of CHL Mortgage Pass-Through Trust 2005-J2 Mortgage
Pass-Through Certificates, Series 2005-J2.” Funds in the
Distribution Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Distribution Account Deposit
Date : As to any
Distribution Date, 12:30 p.m. Pacific time on the Business Day
immediately preceding such Distribution Date.
Distribution Date
: The 25th day of each calendar
month after the initial issuance of the Certificates, or if such
25th day is not a Business Day, the next succeeding Business Day,
commencing in July 2005.
Due Date : With respect to any Distribution Date, the
related Due Date is the first day of the month in which that
Distribution Date occurs.
Eligible Account
: Any of (i) an account or accounts
maintained with a federal or state chartered depository institution
or trust company, the short-term unsecured debt obligations of
which (or, in the case of a depository institution or trust company
that is the principal subsidiary of a holding company, the debt
obligations of such holding company) have the highest short-term
ratings of Moody’s or Fitch and one of the two highest
short-term ratings of S&P, if S&P is a Rating Agency, at
the time any amounts are held on deposit therein, or (ii) an
account or accounts in a depository institution or trust company in
which such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured such that, as evidenced by an
Opinion of Counsel delivered to the Trustee and to each Rating
Agency, the Certificateholders have a claim with respect to the
funds in such account or a perfected first priority security
interest against any collateral (which shall be limited to
Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository
institution or trust company in which such account is maintained,
or (iii) a trust account or accounts maintained with (a) the trust
department of a federal or state chartered depository institution
or (b) a trust company, acting in its fiduciary capacity or (iv)
any other account acceptable to each Rating Agency. Eligible
Accounts may bear interest, and may include, if otherwise qualified
under this definition, accounts maintained with the
Trustee.
Eligible Repurchase
Month : As defined in
Section 3.11 hereof.
ERISA : The Employee Retirement Income Security Act of
1974, as amended.
ERISA-Qualifying
Underwriting : A best
efforts or firm commitment underwriting or private placement that
meets the requirements of the Underwriter’s
Exemption.
ERISA-Restricted
Certificate : As
specified in the Preliminary Statement.
Escrow Account
: The Eligible Account or Accounts
established and maintained pursuant to Section 3.06(a)
hereof.
Event of Default
: As defined in Section 7.01
hereof.
Excess Proceeds
: With respect to any Liquidated
Mortgage Loan, the amount, if any, by which the sum of any
Liquidation Proceeds received with respect to such Mortgage Loan
during the calendar month in which such Mortgage Loan became a
Liquidated Mortgage Loan plus any Subsequent Recoveries received
with respect to such Mortgage Loan, net of any amounts previously
reimbursed to the Master Servicer as Nonrecoverable Advance(s) with
respect to such Mortgage Loan pursuant to Section 3.08(a)(iii),
exceeds (i) the unpaid principal balance of such Liquidated
Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued
interest at the Mortgage Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to
Certificateholders up to the Due Date applicable to the
Distribution Date immediately following the calendar month during
which such liquidation occurred.
Expense Rate
: As to each Mortgage Loan, the sum
of the Master Servicing Fee Rate and the Trustee Fee
Rate.
FDIC : The Federal Deposit Insurance Corporation, or
any successor thereto.
FHLMC : The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing
under Title III of the Emergency Home Finance Act of 1970, as
amended, or any successor thereto.
Final Certification
: As defined in Section 2.02(a)
hereof.
FIRREA : The Financial Institutions Reform, Recovery,
and Enforcement Act of 1989.
Fitch : Fitch, Inc., or any successor thereto. If
Fitch is designated as a Rating Agency in the Preliminary
Statement, for purposes of Section 10.05(b) the address for notices
to Fitch shall be Fitch, Inc., One State Street Plaza, New York,
New York 10004, Attention: Residential Mortgage Surveillance Group,
or such other address as Fitch may hereafter furnish to the
Depositor and the Master Servicer.
FNMA : The Federal National Mortgage Association, a
federally chartered and privately owned corporation organized and
existing under the Federal National Mortgage Association Charter
Act, or any successor thereto.
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.
Index : With respect to any Interest Accrual Period
for the COFI Certificates, if any, the then-applicable index used
by the Trustee pursuant to Section 4.07 to determine the applicable
Pass-Through Rate for such Interest Accrual Period for the COFI
Certificates.
Indirect Participant
: A broker, dealer, bank or other
financial institution or other Person that clears through or
maintains a custodial relationship with a Depository
Participant.
Initial Certification
: As defined in Section 2.02(a)
hereof.
Initial Component
Balance : As specified in
the Preliminary Statement.
Insurance Policy
: With respect to any Mortgage Loan
included in the Trust Fund, any insurance policy, including all
riders and endorsements thereto in effect, including any
replacement policy or policies for any Insurance
Policies.
Insurance Proceeds
: Proceeds paid by an insurer
pursuant to any Insurance Policy, in each case other than any
amount included in such Insurance Proceeds in respect of Insured
Expenses.
Insured Expenses
: Expenses covered by an Insurance
Policy or any other insurance policy with respect to the Mortgage
Loans.
Interest Accrual
Period : With respect to
each Class of Delay Certificates, its corresponding Subsidiary
REMIC Regular Interest and any Distribution Date, the calendar
month prior to the month of such Distribution Date. With respect to
any Class of Non-Delay Certificates, its corresponding Subsidiary
REMIC Regular Interest and any Distribution Date, the one month
period commencing on the 25th day of the month preceding the month
in which such Distribution Date occurs and ending on the 24th day
of the month in which such Distribution Date occurs.
Interest Determination
Date : With respect to
(a) any Interest Accrual Period for any LIBOR Certificates and (b)
any Interest Accrual Period for the COFI Certificates for which the
applicable Index is LIBOR, the second Business Day prior to the
first day of such Interest Accrual Period.
Latest Possible Maturity
Date : The Distribution
Date following the third anniversary of the scheduled maturity date
of the Mortgage Loan having the latest scheduled maturity date as
of the Cut-off Date.
Lender PMI Mortgage
Loan : Certain Mortgage
Loans as to which the lender (rather than the borrower) acquires
the Primary Insurance Policy and charges the related borrower an
interest premium.
LIBOR : The London interbank offered rate for
one-month United States dollar deposits calculated in the manner
described in Section 4.08.
LIBOR Certificates
: As specified in the Preliminary
Statement.
Liquidated Mortgage
Loan : With respect to
any Distribution Date, a defaulted Mortgage Loan (including any REO
Property) which was liquidated in the calendar month preceding the
month of such Distribution Date and as to which the Master Servicer
has determined (in accordance with this Agreement) that it has
received all amounts it expects to receive in connection with the
liquidation of such Mortgage Loan, including the final disposition
of an REO Property.
Liquidation Proceeds
: Amounts, including Insurance
Proceeds, received in connection with the partial or complete
liquidation of defaulted Mortgage Loans, whether through
trustee’s sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of
a Mortgaged Property and any other proceeds received in connection
with an REO Property, less the sum of related unreimbursed Master
Servicing Fees, Servicing Advances and Advances.
Loan Group
: Any of Loan Group 1, Loan Group 2
or 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 as of the Due Date
in the month preceding the month of the Distribution Date (after
giving effect to Principal Prepayments received in the Prepayment
Period related to such prior Due Date).
Loan-to-Value Ratio
: With respect to any Mortgage Loan
and as to any date of determination, the fraction (expressed as a
percentage) the numerator of which is the principal balance of the
related Mortgage Loan at such date of determination and the
denominator of which is the Appraised Value of the related
Mortgaged Property.
Lost Mortgage Note
: Any Mortgage Note the original of
which was permanently lost or destroyed and has not been
replaced.
Maintenance
: With respect to any Cooperative
Unit, the rent paid by the Mortgagor to the Cooperative Corporation
pursuant to the Proprietary Lease.
Majority in Interest
: As to any Class of Regular
Certificates, the Holders of Certificates of such Class evidencing,
in the aggregate, at least 51% of the Percentage Interests
evidenced by all Certificates of such Class.
Master Servicer
: Countrywide Home Loans Servicing
LP, a Texas limited partnership, and its successors and assigns, in
its capacity as master servicer hereunder.
Master Servicer Advance
Date : As to any
Distribution Date, 12:30 p.m. Pacific time on the Business Day
immediately preceding such Distribution Date.
Master Servicing Fee
: As to each Mortgage Loan and any
Distribution Date, an amount payable out of each full payment of
interest received on such Mortgage Loan and equal to one-twelfth of
the Master Servicing Fee Rate multiplied by the Stated Principal
Balance of such Mortgage Loan as of the Due Date in the month
preceding the month of such Distribution Date, subject to reduction
as provided in Section 3.14.
Master Servicing Fee
Rate : With respect to
each Mortgage Loan, the per annum rate set forth in the Mortgage
Loan Schedule.
MERS : Mortgage Electronic Registration Systems,
Inc., a corporation organized and existing under the laws of the
State of Delaware, or any successor thereto.
MERS Mortgage Loan
: Any Mortgage Loan registered with
MERS on the MERS System.
MERS® System
: The system of recording transfers
of mortgages electronically maintained by MERS.
Middle REMIC
: As described in the Preliminary
Statement.
MIN : The Mortgage Identification Number for any
MERS Mortgage Loan.
MOM Loan : Any Mortgage Loan as to which MERS is acting
as mortgagee, solely as nominee for the originator of such Mortgage
Loan and its successors and assigns.
Monthly Statement
: The statement delivered to the
Certificateholders pursuant to Section 4.06.
Moody’s
: Moody’s Investors Service,
Inc., or any successor thereto. If Moody’s is designated as a
Rating Agency in the Preliminary Statement, for purposes of Section
10.05(b) the address for notices to Moody’s shall be
Moody’s Investors Service, Inc., 99 Church Street, New York,
New York 10007, Attention: Residential Pass-Through Monitoring, or
such other address as Moody’s may hereafter furnish to the
Depositor or the Master Servicer.
Mortgage : The mortgage, deed of trust or other
instrument creating a first lien on an estate in fee simple or
leasehold interest in real property securing a Mortgage
Note.
Mortgage File
: The mortgage documents listed in
Section 2.01 hereof pertaining to a particular Mortgage Loan and
any additional documents delivered to the Trustee to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule
: The list of Mortgage Loans (as
from time to time amended by the Master Servicer to reflect the
addition of Substitute Mortgage Loans and the deletion of
Deleted
Mortgage Loans pursuant to the
provisions of this Agreement) transferred to the Trustee as part of
the Trust Fund and from time to time subject to this Agreement,
attached hereto as Schedule I, setting forth the following
information with respect to each Mortgage Loan by Loan
Group:
|
(i)
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the Mortgage Loan identifying
number;
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|
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(ii)
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the city, state and zip code of the
Mortgaged Property;
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(iii)
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the maturity date;
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|
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(iv)
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the original principal
balance;
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|
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(v)
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the Cut-off Date Principal
Balance;
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(vi)
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the first payment date of the
Mortgage Loan;
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(vii)
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the Scheduled Payment in effect as
of the Cut-off Date;
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(viii)
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the Loan-to-Value Ratio at
origination;
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(ix)
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a code indicating whether the
residential dwelling at the time of origination was represented to
be owner-occupied;
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(x)
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a code indicating whether the
residential dwelling is either (a) a detached single family
dwelling (b) a dwelling in a de minimis PUD, (c) a condominium unit
or PUD (other than a de minimis PUD), (d) a two- to four-unit
residential property or (e) a Cooperative Unit;
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(xi)
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the Mortgage Rate and Master
Servicing Fee Rate;
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(xii)
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a code indicating whether the
Mortgage Loan is a Countrywide Mortgage Loan, a Park Granada
Mortgage Loan, a Park Monaco Mortgage Loan or a Park Sienna
Mortgage Loan;
|
|
(xiii)
|
a code indicating whether the
Mortgage Loan is a Lender PMI Mortgage Loan and, in the case of any
Lender PMI Mortgage Loan, a percentage representing the amount of
the related interest premium charged to the borrower;
|
|
(xiv)
|
the purpose for the Mortgage
Loan;
|
|
(xv)
|
the type of documentation program
pursuant to which the Mortgage Loan was originated;
|
|
(xvi)
|
the direct servicer as of the
Cut-off Date; and
|
|
|
(xvii)
|
a code indicating whether the
Mortgage Loan is a MERS Mortgage Loan.
|
Such schedule shall also set forth
the total of the amounts described under (iv) and (v) above for all
of the Mortgage Loans and for each Loan Group and in the
aggregate.
Mortgage Loans
: Such of the mortgage loans as from
time to time are transferred and assigned to the Trustee pursuant
to the provisions hereof, and that are held as a part of the Trust
Fund (including any
REO Property), the mortgage loans so
held being identified in the Mortgage Loan Schedule,
notwithstanding foreclosure or other acquisition of title of the
related Mortgaged Property.
Mortgage 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 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 and Distribution Date and
(b) the excess, if any, of the Compensating Interest for each other
Loan Group, if any, in such Aggregate Loan Group for such
Distribution Date over the Prepayment Interest Shortfalls
experienced by the Mortgage Loans in such other Loan
Group.
Non-Delay Certificates
: As specified in the Preliminary
Statement.
Non-Discount Mortgage
Loan : Each Mortgage Loan
in Loan Group 1 and Loan Group 2, and any Mortgage Loan in Loan
Group 3 with an Adjusted Net Mortgage Rate that is greater than or
equal to the Required Coupon for that Loan Group.
Non-PO Formula Principal
Amount : As to any
Distribution Date and Loan Group, the sum of (i) the applicable
Non-PO Percentage of (a) the principal portion of each Scheduled
Payment (without giving effect to any reductions thereof caused by
any Debt Service Reductions or Deficient Valuations) due on each
Mortgage Loan in the related Loan Group on the related Due Date,
(b) the Stated Principal Balance of each Mortgage Loan in the
related Loan Group that was repurchased by a Seller or purchased by
the Master Servicer pursuant to this Agreement as of such
Distribution Date, (c) the Substitution Adjustment Amount in
connection with any Deleted Mortgage Loan in such Loan Group
received with respect to such Distribution Date, (d) any Insurance
Proceeds or Liquidation Proceeds allocable to recoveries of
principal of Mortgage Loans in the related Loan Group that are not
yet Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect to
each Mortgage Loan in a Loan Group that became a Liquidated
Mortgage Loan during the calendar month preceding the month of such
Distribution Date, the amount of the Liquidation Proceeds allocable
to principal received during the calendar month preceding the month
of such Distribution Date with respect to such Mortgage Loan and
(f) all Principal Prepayments for such Loan Group received during
the related Prepayment Period, (ii) (A) any Subsequent Recoveries
for such Loan Group received during the calendar month preceding
the month of such Distribution Date, or (B) with respect to
Subsequent Recoveries attributable to a Discount Mortgage Loan in
such Loan Group which incurred a Realized Loss after the applicable
Senior Credit Support Depletion Date, the Non-PO Percentage of any
Subsequent Recoveries received during the calendar month preceding
the month of such Distribution Date and (iii) in the case of Loan
Group 3 on the last Conveyance Period Distribution Date, the
Remaining Non-PO Supplemental Loan Amount.
Non-PO Percentage
: As to any Discount Mortgage Loan
in Loan Group 3, a fraction (expressed as a percentage) the
numerator of which is the Adjusted Net Mortgage Rate of such
Discount Mortgage Loan and the denominator of which is the Required
Coupon for such Loan Group. As to any Non-Discount Mortgage Loan in
Loan Group 3, and any Mortgage Loan in Loan Group 1 and Loan Group
2, 100%.
Nonrecoverable Advance
: Any portion of an Advance
previously made or proposed to be made by the Master Servicer that,
in the good faith judgment of the Master Servicer, will not be
ultimately recoverable by the Master Servicer from the related
Mortgagor, related Liquidation Proceeds, Subsequent Recoveries or
otherwise.
Notice of Final
Distribution : The notice
to be provided pursuant to Section 9.02 to the effect that final
distribution on any of the Certificates shall be made only upon
presentation and surrender thereof.
Notional Amount
: As to the Class 2-A-2 Certificates
and any Distribution Date, an amount equal to 31.8181818182% of the
Class Certificate Balance of the Class 2-A-1 immediately prior to
such Distribution Date. The initial notional amount of the Class
2-A-2 Certificates is $25,592,000. For federal income tax purposes,
the Class 2-A-2 Certificates will have a Notional Amount equal to
the Uncertificated Principal Balance of REMIC IB Regular Interest
1B-2A2A.
As to the Class 2-X Certificates and
any Distribution Date, an amount equal to the aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group 2 as of the
Due Date in the preceding calendar month (after giving effect to
Principal Prepayments received in the Prepayment Period related to
that preceding Due Date). The initial notional amount of the Class
2-X Certificates is $180,926,590. For federal income tax purposes,
the Class 2-X Certificates will not have a Notional Amount, but
will be entitled to 100% of amounts distributed on REMIC IB Regular
Interest 1B-2X.
As to the Class 3-A-7 Certificates
and any Distribution Date, an amount equal to the Class Certificate
Balance of the Class 3-A-6 immediately prior to such Distribution
Date. The initial notional amount of the Class 3-A-7 Certificates
is $26,200,000. For federal income tax purposes, the Class 3-A-7
Certificates will have a Notional Amount equal to the
Uncertificated Principal Balance of REMIC IB Regular Interest
1B-3A6.
As to the Class 3-X Certificates and
any Distribution Date, an amount equal to the aggregate Stated
Principal Balance of the Non-Discount Mortgage Loans in Loan Group
3 as of the Due Date in the preceding calendar month (after giving
effect to Principal Prepayments received in the Prepayment Period
related to that preceding Due Date). The initial notional amount of
the Class 3-X Certificates is $454,606,702. For federal income tax
purposes, the Class 3-X Certificates will not have a Notional
Amount, but will be entitled to 100% of amounts distributed on
REMIC IB Regular Interest 1B-3X.
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 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 and the Master
Servicer, (ii) not have any direct financial interest in the
Depositor or the Master Servicer or in any affiliate of either, and
(iii) not be connected with the Depositor or the Master Servicer as
an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.
Optional Termination
: The termination of the portion of
the trust created hereunder in connection with the purchase of the
Mortgage Loans in an Aggregate Loan Group pursuant to Section
9.01(a) hereof.
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:
|
Class I-M
|
1.00%
|
|
Class I-B-1
|
0.60%
|
|
Class I-B-2
|
0.40%
|
|
Class I-B-3
|
0.25%
|
|
Class I-B-4
|
0.15%
|
|
Class I-B-5
|
0.10%
|
|
Class II-M
|
3.50%
|
|
Class II-B-1
|
1.45%
|
|
Class II-B-2
|
0.85%
|
|
Class II-B-3
|
0.55%
|
|
Class II-B-4
|
0.35%
|
|
Class II-B-5
|
0.20%
|
Original Mortgage Loan
: The mortgage loan refinanced in
connection with the origination of a Refinancing Mortgage
Loan.
Original Subordinate Principal
Balance : For Aggregate
Loan Group I, the aggregate Class Certificate Balance of the
Aggregate Loan Group I Subordinated Certificates. For a Loan Group
in Aggregate Loan Group II, on or prior to the first related Senior
Termination Date, the Subordinated Percentage for that Loan Group
of the aggregate of the applicable Non-PO Percentage of the Stated
Principal Balances of the Mortgage Loans in such Loan Group, in
each case as of the Cut-off Date; or if such date is after the
first related Senior Termination Date, the aggregate of the Class
Certificate Balances of the Aggregate 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
Certificates in exchange for which
or in lieu of which other Certificates have been executed and
delivered by the Trustee pursuant to this Agreement.
Outstanding Mortgage
Loan : As of any Due
Date, a Mortgage Loan with a Stated Principal Balance greater than
zero, which was not the subject of a Principal Prepayment in Full
prior to such Due Date or during the Prepayment Period related to
such Due Date and which did not become a Liquidated Mortgage Loan
prior to such Due Date.
Overcollateralized
Group : As defined in
Section 4.05.
Ownership Interest
: As to any Residual Certificate,
any ownership interest in such Certificate including any interest
in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or
beneficial.
Park Granada
: Park Granada LLC, a Delaware
limited liability company, and its successors and assigns, in its
capacity as the seller of the Park Granada Mortgage Loans to the
Depositor.
Park Granada Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loans Schedule for which
Park Granada is the applicable Seller.
Park Monaco
: Park Monaco Inc., a Delaware
corporation, and its successors and assigns, in its capacity as the
seller of the Park Monaco Mortgage Loans to the
Depositor.
Park Monaco Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule for which
Park Monaco is the applicable Seller.
Park Sienna
: Park Sienna LLC, a Delaware
limited liability company, and its successors and assigns, in its
capacity as the seller of the Park Sienna Mortgage Loans to the
Depositor.
Park Sienna Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule for which
Park Sienna is the applicable Seller.
Pass-Through Rate
: For any interest bearing Class of
Certificates, the per annum rate set forth or calculated in the
manner described in the Preliminary Statement.
Percentage Interest
: As to any Certificate, the
percentage interest evidenced thereby in distributions required to
be made on the related Class, such percentage interest being set
forth on the face thereof or equal to the percentage obtained by
dividing the Denomination of such Certificate by the aggregate of
the Denominations of all Certificates of the same Class.
Permitted Investments
: At any time, any one or more of
the following obligations and securities:
obligations of the United States or
any agency thereof, provided such obligations are backed by the
full faith and credit of the United States;
general obligations of or
obligations guaranteed by any state of the United States or the
District of Columbia receiving the highest long-term debt rating of
each Rating Agency, or such lower rating as will
not result in the downgrading or
withdrawal of the ratings then assigned to the Certificates by each
Rating Agency;
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;
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;
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;
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
such other relatively risk free
investments bearing interest or sold at a discount acceptable to
each Rating Agency as will not result in the downgrading or
withdrawal of the rating then assigned to the Certificates by
either Rating Agency, as evidenced by a signed writing delivered by
each Rating Agency
provided, that no such instrument
shall be a Permitted Investment if such instrument evidences the
right to receive interest only payments with respect to the
obligations underlying such instrument.
Permitted Transferee
: Any person other than (i) the
United States, any State or political subdivision thereof, or any
agency or instrumentality of any of the foregoing, (ii) a foreign
government, International Organization or any agency or
instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in section
521 of the Code) which is exempt from tax imposed by Chapter 1 of
the Code (including the tax imposed by section 511 of the Code on
unrelated business taxable income) on any excess inclusions (as
defined in section 860E(c)(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 hereunder to fail to qualify as a REMIC at any
time that the Certificates are outstanding. The terms “United
States,” “State” and “International
Organization” shall have the meanings set forth in section
7701 of the Code or successor provisions. A corporation will not be
treated as an instrumentality of the United States or of any State
or political subdivision thereof for these purposes if all of its
activities are subject to tax and, with the exception of the
Federal Home Loan Mortgage Corporation, a majority of its board of
directors is not selected by such government unit.
Person : Any individual, corporation, partnership,
joint venture, limited liability company, association, joint-stock
company, trust, unincorporated organization or government, or any
agency or political subdivision thereof.
Physical Certificate
: As specified in the Preliminary
Statement.
Planned Balance
: With respect to any Planned
Principal Class or group of Planned Principal Classes in the
aggregate and any Distribution Date appearing in Schedule V hereto,
the Planned Balance for such Planned Principal Class or the
Aggregate Planned Balance for such group and Distribution Date.
With respect to any other Planned Principal Class and any
Distribution Date appearing in Schedule V hereto, the applicable
amount appearing opposite such Distribution Date for such
Class.
Planned Principal
Classes : As specified in
the Preliminary Statement.
PO Class : The Class PO Certificates.
PO Formula Principal
Amount : As to any
Distribution Date and related PO Class, the sum of (i) the sum of
the applicable PO Percentage of (a) the principal portion of each
Scheduled Payment (without giving effect to any reductions thereof
caused by any Debt Service Reductions or Deficient Valuations) due
on each Mortgage Loan in Loan Group 3 on the related Due Date, (b)
the Stated Principal Balance of each Mortgage Loan in Loan Group 3
that was repurchased by a Seller or purchased by the Master
Servicer pursuant to this Agreement as of such Distribution Date,
(c) the Substitution Adjustment Amount in connection with any
Deleted Mortgage Loan in the related Loan Group received with
respect to such Distribution Date, (d) any Insurance Proceeds or
Liquidation Proceeds allocable to recoveries of principal of
Mortgage Loans in the related Loan Group that are not yet
Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect to
each Mortgage Loan in Loan Group 3 that became a Liquidated
Mortgage Loan during the calendar month preceding the month of such
Distribution Date, the amount of Liquidation Proceeds allocable to
principal received with respect to such Mortgage Loan during the
calendar month preceding the month of such Distribution Date with
respect to such Mortgage Loan and (f) all Principal Prepayments
with respect to the Mortgage Loans in Loan Group 3 received during
the related Prepayment Period, (ii) with respect to Subsequent
Recoveries attributable to a Discount Mortgage Loan in Loan Group 3
which incurred after the Senior Credit Support Depletion Date, the
PO Percentage of any Subsequent Recoveries on the Mortgage Loans in
such Loan Group received during the calendar month preceding the
month of such Distribution Date; and (iii) on the last Conveyance
Period Distribution Date the Remaining PO Supplemental Loan
Amount.
PO Percentage
: As to any Discount Mortgage Loan
in a Loan Group, a fraction (expressed as a percentage) the
numerator of which is the excess of the Required Coupon for such
Loan Group over the Adjusted Net Mortgage Rate of such Discount
Mortgage Loan and the denominator of which is such Required Coupon.
As to any Non-Discount Mortgage Loan, 0%.
Pool Characteristics
: Not applicable.
Pool Stated Principal
Balance : As of any date
of determination, the aggregate of the Stated Principal Balances of
the Outstanding Mortgage Loans.
Prepayment Interest
Excess : As to any
Principal Prepayment received by Countrywide Servicing from the
first day through the fifteenth day of any calendar month (other
than the calendar month in which the Initial Cut-off Date occurs),
all amounts paid by the related Mortgagor in respect of interest on
such Principal Prepayment. All Prepayment Interest Excess shall be
paid to the Master Servicer as additional master servicing
compensation.
Prepayment Interest
Shortfall : As to any
Distribution Date, Mortgage Loan and Principal Prepayment received
(a) by Countrywide Servicing 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 June 1, 2005) and
on or before the last day of the month preceding the month of such
Distribution Date or (b) by any other servicer during the month
preceding the month of such Distribution Date, the amount, if any,
by which one month’s interest at the related Mortgage Rate,
net of the Master Servicing Fee Rate, on such Principal Prepayment
exceeds the amount of interest paid in connection with such
Principal Prepayment.
Prepayment Period
: As to any Distribution Date and
the related Due Date (i) with respect to any Mortgage Loan directly
serviced by Countrywide Home Loans Servicing LP, the period from
the 16th day of a calendar month (or, in the case of the first
Distribution Date, from June 1, 2005) through the 15th day of the
following calendar month and (ii) with respect to any other
Mortgage Loan, the calendar month immediately preceding the month
of that Distribution Date.
Prepayment Shift
Percentage : Not
applicable.
Primary Insurance
Policy : Each policy of
primary mortgage guaranty insurance or any replacement policy
therefor with respect to any Mortgage Loan.
Prime Rate
: The prime commercial lending rate
of The Bank of New York, as publicly announced to be in effect from
time to time. The Prime Rate shall be adjusted automatically,
without notice, on the effective date of any change in such prime
commercial lending rate. The Prime Rate is not necessarily The Bank
of New York’s lowest rate of interest.
Principal Prepayment
: Any payment of principal by a
Mortgagor on a Mortgage Loan that is received in advance of its
scheduled Due Date and is not accompanied by an amount representing
scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment. Partial Principal
Prepayments shall be applied by the Master Servicer in accordance
with the terms of the related Mortgage Note.
Principal Prepayment in
Full : Any Principal
Prepayment made by a Mortgagor of the entire principal balance of a
Mortgage Loan.
Principal Relocation
Payment : A payment from
any Loan Group to a Subsidiary REMIC Interest other than a Tracking
Interest corresponding to that Loan Group as provided in the
Preliminary Statement. Principal Relocation Payments shall be made
of principal allocations comprising principal amounts from a Loan
Group and shall include a proportionate allocation of Realized
Losses from the Mortgage Loans of the Loan Group.
Priority Amount
: As to any Distribution Date, the
amount equal to the sum of (i) the product of (A) the Scheduled
Principal Distribution Amount for Loan Group 3, (B) the Shift
Percentage and (C) the
Priority Percentage and (ii) the
product of (A) the Unscheduled Principal Distribution Amount for
Loan Group 3, (B) the Shift Percentage and (C) the Priority
Percentage.
Priority Percentage
: As to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the
aggregate Class Certificate Balance of the Class 3-A-14 and Class
3-A-15 Certificates immediately prior to such Distribution Date,
and the denominator of which is the aggregate of the applicable
Non-PO Percentage of the Stated Principal Balance of each Mortgage
Loan in Loan Group 3 as of the Due Date in the month preceding the
month of such Distribution Date (after giving effect to Principal
Prepayments received in the Prepayment Period related to that prior
Due Date).
Private Certificate
: As specified in the Preliminary
Statement.
Pro Rata Share
: As to any Distribution Date, the
Subordinated Principal Distribution Amount and any Class of
Subordinated Certificates, the portion of the Subordinated
Principal Distribution Amount allocable to such Class, equal to the
product of the Subordinated Principal Distribution Amount on such
Distribution Date and a fraction, the numerator of which is the
related Class Certificate Balance thereof and the denominator of
which is the aggregate of the Class Certificate Balances of the
Subordinated Certificates.
Proprietary Lease
: With respect to any Cooperative
Unit, a lease or occupancy agreement between a Cooperative
Corporation and a holder of related Coop Shares.
Prospectus
: The Prospectus dated June 20, 2005
generally relating to the mortgage pass-through certificates to be
sold by the Depositor.
Prospectus Supplement
: The Prospectus Supplement dated
June 29, 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 hereof or purchased at the option of the Master Servicer
pursuant to Section 3.11, an amount equal to the sum of (i) 100% of
the unpaid principal balance of the Mortgage Loan on the date of
such purchase, and (ii) accrued interest thereon at the applicable
Mortgage Rate (or at the applicable Adjusted Mortgage Rate if (x)
the purchaser is the Master Servicer or (y) if the purchaser is
Countrywide and Countrywide is an affiliate of the Master Servicer)
from the date through which interest was last paid by the Mortgagor
to the Due Date in the month in which the Purchase Price is to be
distributed to Certificateholders, and (iii) costs and damages
incurred by the Trust Fund in connection with a repurchase pursuant
to Section 2.03 hereof that arises out of a violation of any
anti-predatory or abusive lending law with respect to the related
Mortgage Loan.
Qualified Insurer
: A mortgage guaranty insurance
company duly qualified as such under the laws of the state of its
principal place of business and each state having jurisdiction over
such insurer in connection with the insurance policy issued by such
insurer, duly authorized and licensed in such states to transact a
mortgage guaranty insurance business in such states and to write
the insurance provided by the insurance policy issued by it,
approved as a FNMA-approved mortgage insurer and having a claims
paying ability rating of at least “AA” or equivalent
rating by a nationally recognized statistical rating organization.
Any replacement insurer with respect to a Mortgage Loan must have
at least as high a claims paying ability rating as the insurer it
replaces had on the Closing Date.
Rating Agency
: Each of the Rating Agencies
specified in the Preliminary Statement. If any such organization or
a successor is no longer in existence, “Rating Agency”
shall be such nationally recognized statistical rating
organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the
Trustee. References herein to a given rating category of a Rating
Agency shall mean such rating category without giving effect to any
modifiers.
Realized Loss
: With respect to each Liquidated
Mortgage Loan, an amount (not less than zero or more than the
Stated Principal Balance of the Mortgage Loan) as of the date of
such liquidation, equal to (i) the Stated Principal Balance of the
Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Adjusted Net Mortgage Rate from the Due Date
as to which interest was last paid or advanced (and not reimbursed)
to Certificateholders up to the Due Date in the month in which
Liquidation Proceeds are required to be distributed on the Stated
Principal Balance of such Liquidated Mortgage Loan from time to
time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied
as recoveries of interest at the Adjusted Net Mortgage Rate and to
principal of the Liquidated Mortgage Loan. With respect to each
Mortgage Loan which has become the subject of a Deficient
Valuation, if the principal amount due under the related Mortgage
Note has been reduced, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such
Deficient Valuation and the principal balance of the Mortgage Loan
as reduced by the Deficient Valuation. With respect to each
Mortgage Loan which 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 the Realized Loss with respect to that Mortgage Loan
will be reduced by such Subsequent Recoveries.
Recognition Agreement
: With respect to any Cooperative
Loan, an agreement between the Cooperative Corporation and the
originator of such Mortgage Loan which establishes the rights of
such originator in the Cooperative Property.
Record Date
: As to any Distribution Date, the
last Business Day of the month preceding the month of each
Distribution Date.
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.
Relief Act Reductions
: With respect to any Distribution
Date and any Mortgage Loan as to which there has been a reduction
in the amount of interest collectible thereon for the most recently
ended calendar month as a result of the application of the Relief
Act or similar state law, 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.
Remaining Non-PO Supplemental
Loan Amount : With
respect to the last Conveyance Period Distribution Date, the excess
of the amount on deposit in the Supplemental Loan Account for Loan
Group 3 on such date over the Remaining PO Supplemental Loan
Amount.
Remaining PO Supplemental Loan
Amount : With respect to
the last Conveyance Period Distribution Date and Loan Group 3, the
excess of the PO Sublimit over the product of the PO Percentage of
the Stated Principal Balance of each Supplemental Mortgage Loan in
Loan Group 3 as of the related Supplemental Cut-off
Date.
REMIC : A “real estate mortgage investment
conduit” within the meaning of section 860D of the
Code.
REMIC IA Pass-Through
Rate : With respect to
REMIC 1A-1, a per annum rate equal to the weighted average of the
Net Mortgage Rates on the Mortgage Loans in Loan Group 1, weighted
on the basis of the Stated Principal Balances thereof as of the Due
Date in the preceding calendar month (after giving effect to
prepayments received in the Prepayment Period related to such prior
Due Date).
REMIC IB Pass-Through
Rate : With respect to
REMIC IB-2, REMIC IB-2A2A, REMIC IB-2A2B, REMIC IB-3, REMIC IB-3A6
and REMIC IB-AR, the Pass-Through Rates specified in the
Preliminary Statement. With respect REMIC IB-2X, a per annum rate
equal to the weighted average of the excess of (i) the Net Mortgage
Rates on each Mortgage Loans in Loan Group 2, weighted on the basis
of the Stated Principal Balances thereof as of the Due Date in the
preceding calendar month (after giving effect to prepayments
received in the Prepayment Period related to such prior Due Date)
over (ii) 5.50%. With respect REMIC IB--3X, a per annum rate equal
to the weighted average of the excess of (i) the Net Mortgage Rates
on the Non-Discount Mortgage Loans in Loan Group 3, weighted on the
basis of the Stated Principal Balances thereof as of the Due Date
in the preceding calendar month (after giving effect to prepayments
received in the Prepayment Period related to such prior Due Date)
over (ii) 5.50%. With respect to REMIC IB-3PO, 0.00% per
annum.
REMIC II Pass Through
Rate : With respect to
the Group I Certificates, the Class 3-A-1 Certificates, the Class
3-A-2 Certificates, the Class 3-A-3 Certificates, the Class 3-A-4
Certificates, the Class 3-A-5 Certificates, the Class 3-A-8
Certificates, the Class 3-A-11 Certificates, the Class 3-A-12
Certificates, the Class 3-A-13 Certificates, the Class 3-A-14
Certificates, the Class 3-A-15 Certificates, the Class 3-A-16
Certificates, the Class 3-A-17 Certificates, the Class A-R
Certificates, the Class II-M Certificates, the Class II-B-1
Certificates, the Class II-B-2 Certificates, the Class II-B-3
Certificates, the Class II-B-4 Certificates, and the Class II-B-5
Certificates, as specified in the Preliminary Statement.
REMIC IA Regular
Interests : As specified
in the Preliminary Statement.
REMIC IB Regular
Interests : As specified
in the Preliminary Statement.
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 Pass-Through
Rate : The REMIC IA
Pass-Through Rate or REMIC IB Pass-Through Rate.
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.
REMIC Regular Interest
: Any REMIC IA Regular Interest or
REMIC IB Regular Interest.
Request for Release
: The Request for Release submitted
by the Master Servicer to the Trustee, substantially in the form of
Exhibits M and N, as appropriate.
Required Coupon
: With respect to the Mortgage Loans
in Loan Group 3, 5.50% per annum.
Required Insurance
Policy : With respect to
any Mortgage Loan, any insurance policy that is required to be
maintained from time to time under this Agreement.
Residual Certificates
: As specified in the Preliminary
Statement.
Responsible Officer
: When used with respect to the
Trustee, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, any Trust Officer or any other
officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also to
whom, with respect to a particular matter, such matter is referred
because of such officer’s knowledge of and familiarity with
the particular subject.
Restricted Classes
: As defined in Section
4.02(g).
Scheduled Balances
: Not applicable.
Scheduled Classes
: As specified in the Preliminary
Statement.
Scheduled Payment
: The scheduled monthly payment on a
Mortgage Loan due on any Due Date allocable to principal and/or
interest on such Mortgage Loan which, unless otherwise specified
herein, shall give effect to any related Debt Service Reduction and
any Deficient Valuation that affects the amount of the monthly
payment due on such Mortgage Loan.
Scheduled Principal Distribution
Amount : As to any
Distribution Date and Loan Group 3, an amount equal to the sum of
the Non-PO Percentage of all amounts described in subclauses (a)
through (d) of clause (i) of the definition of “Non-PO
Formula Principal Amount” for such Distribution Date and Loan
Group 3.
Securities Act
: The Securities Act of 1933, as
amended.
Seller : Countrywide, Park Granada, Park Monaco or Park
Sienna, as applicable.
Senior Certificate
Group : As specified in
the Preliminary Statement.
Senior Certificates
: As specified in the Preliminary
Statement.
Senior Credit Support Depletion
Date : The date on which
the Class Certificate Balance of each Class of Subordinated
Certificates has been reduced to zero.
Senior Percentage
: As to any Senior Certificate Group
and Distribution Date, the percentage equivalent of a fraction, not
to exceed 100%, the numerator of which is the aggregate of the
Class Certificate Balances of each Class of Senior Certificates of
such Senior Certificate Group (other than the related Class PO
Certificates and the Notional Amount Certificates) immediately
prior to such Distribution Date and the denominator of which is the
aggregate of the applicable Non-PO Percentage of the Stated
Principal Balance of each Mortgage Loan in the related Loan Group
as of the Due Date occurring in the month prior to the month of
that Distribution Date (after giving effect to Principal
Prepayments received in the
Prepayment Period related to such prior Due Date); provided,
however, that on any Distribution Date after a Senior Termination
Date for Aggregate Loan Group II, the Senior Percentage of the
remaining Senior Certificate Group in Aggregate Certificate Group
II is the percentage equivalent of a fraction, the numerator of
which is the aggregate of the Class Certificate Balances of each
Class of Senior Certificates (other than the Class PO Certificates
and the Notional Amount Certificates) of such remaining Senior
Certificate Group immediately prior to such Distribution Date and
the denominator of which is the aggregate Class Certificate Balance
of all Classes of Certificates in Aggregate Certificate Group II
(other than the Class PO Certificates and the Notional Amount
Certificates) immediately prior to such Distribution
Date.
Senior Prepayment
Percentage : As to a
Senior Certificate Group and any Distribution Date during the five
years beginning on the first Distribution Date, 100%. The Senior
Prepayment Percentage of a Senior Certificate Group for any
Distribution Date occurring on or after the fifth anniversary of
the first Distribution Date will be as follows: for any
Distribution Date in the first year thereafter, the related Senior
Percentage plus 70% of the related Subordinated Percentage for the
Distribution Date; for any Distribution Date in the second year
thereafter, the related Senior Percentage plus 60% of the related
Subordinated Percentage for the Distribution Date; for any
Distribution Date in the third year thereafter, the related Senior
Percentage plus 40% of the related Subordinated Percentage for the
Distribution Date; for any Distribution Date in the fourth year
thereafter, the related Senior Percentage plus 20% of the related
Subordinated Percentage for the Distribution Date; and for any
Distribution Date thereafter, the related Senior Percentage for the
Distribution Date (unless on any Distribution Date the Senior
Percentage of a Senior Certificate Group exceeds the initial Senior
Percentage of such Senior Certificate Group, in which case the
Senior Prepayment Percentage for such Senior Certificate Group for
the Distribution Date will once again equal 100%). Notwithstanding
the foregoing, no decrease in any Senior Prepayment Percentage will
occur unless both of the Senior Step Down Conditions are satisfied
with respect to all of the Loan Groups.
Senior Principal Distribution
Amount : As to any
Distribution Date and Senior Certificate Group, the sum of (i) the
sum, not less than zero, of the related Senior Percentage of (x)
the applicable Non-PO Percentage of all amounts described in
subclauses (a) through (d) of clause (i) of the definition of
“Non-PO Formula Principal Amount” with respect to the
related Loan Group for such Distribution Date, and (y) on the last
Conveyance Period Distribution Date for Loan Group 3, the Remaining
Non-PO Supplemental Loan Amount with respect to that Loan Group,
(ii) with respect to any Mortgage Loan in the related Loan Group
that became a Liquidated Mortgage Loan during the calendar month
preceding the month of such Distribution Date, the lesser of (x)
the related Senior Percentage of the applicable Non-PO Percentage
of the Stated Principal Balance of such Mortgage Loan and (y) the
related Senior Prepayment Percentage of the applicable Non-PO
Percentage of the amount of the Liquidation Proceeds allocable to
principal received with respect to such Mortgage Loan, and (iii)
the sum of (x) the related Senior Prepayment Percentage of the
applicable Non-PO Percentage of the amounts described in subclause
(f) of clause (i) of the definition of “Non-PO Formula
Principal Amount” with respect to the related Loan Group for
such Distribution Date plus (y) on the last Conveyance Period
Distribution Date for Loan Group 3, the amount, if any, of the
Remaining Non-PO Formula Principal Amount for such Distribution
Date; provided, however, on any Distribution Date after a Senior
Termination Date, the Senior Principal Distribution Amount for the
remaining Senior Certificate Group will be calculated pursuant to
the above formula based on all the Mortgage Loans in the Mortgage
Pool, as opposed to the Mortgage Loans in the related Loan Group
and, if such Distribution Date is a Senior Termination Date, shall
be reduced by the amount of the principal distribution made
pursuant to (a) if the Group 1 Senior Certificates are reduced to
zero on such date, Section 4.02(a)(1)(iv)(y), (b) if the Group 2
Senior Certificates are reduced to zero on such date, Section
4.02(a)(2)(iv)(y), or (c) if the Group 3 Senior Certificates are
reduced to zero on such date, Section 4.02(a)(3)(iv)(y).
Senior Step Down
Conditions : With respect
to all Mortgage Loans in Aggregate Loan Group I: (i) the
outstanding principal balance of such Mortgage Loans delinquent 60
days or more (including Mortgage Loans in foreclosure, REO Property
and Mortgage Loans the Mortgagors of which are in bankruptcy)
(averaged over the preceding six month period), a percentage of the
aggregate Class Certificate Balance of the Group I Subordinated
Certificates for such Distribution Date does not equal or equal or
exceed 50%, and (ii) cumulative Realized Losses on such Mortgage
Loans do not exceed: (a) commencing with the Distribution Date on
the tenth anniversary of the first Distribution Date, 30% of the
related Original Subordinate Principal Balance, (b) commencing with
the Distribution Date on the eleventh anniversary of the first
Distribution Date, 35% of the related Original Subordinate
Principal Balance, (c) commencing with the Distribution Date on the
twelfth anniversary of the first Distribution Date, 40% of the
related Original Subordinate Principal Balance, (d) commencing with
the Distribution Date on the thirteenth anniversary of the first
Distribution Date, 45% of the related Original Subordinate
Principal Balance and (e) commencing with the Distribution Date on
the fourteenth anniversary of the first Distribution Date, 50% of
the related Original Subordinate Principal Balance.
With respect to each Loan Group in
Aggregate Loan Group II and after the first Senior Termination
Date, with respect to all Mortgage Loans in Aggregate Loan Group II
(i) the outstanding principal balance of such Mortgage Loans
delinquent 60 days or more (including Mortgage Loans in
foreclosure, REO Property and Mortgage Loans the Mortgagors of
which are in bankruptcy) (averaged over the preceding six month
period), as a percentage of (a) if such date is on or prior to a
related Senior Termination Date, the Subordinated Percentage for
such Loan Group of the aggregate of the applicable Non-PO
Percentage of the Stated Principal Balances of the Mortgage Loans
in that Loan Group, or (b) if such date is after a related Senior
Termination Date, the aggregate Class Certificate Balance of the
Group II Subordinated Certificates for such Distribution Date does
not equal or exceed 50%, and (ii) cumulative Realized Losses on
such Mortgage Loans do not exceed: (a) commencing with the
Distribution Date on the tenth anniversary of the first
Distribution Date, 30% of the related Original Subordinate
Principal Balance, (b) commencing with the Distribution Date on the
eleventh anniversary of the first Distribution Date, 35% of the
related Original Subordinate Principal Balance, (c) commencing with
the Distribution Date on the twelfth anniversary of the first
Distribution Date, 40% of the related Original Subordinate
Principal Balance, (d) commencing with the Distribution Date on the
thirteenth anniversary of the first Distribution Date, 45% of the
related Original Subordinate Principal Balance and (e) commencing
with the Distribution Date on the fourteenth anniversary of the
first Distribution Date, 50% of the related Original Subordinate
Principal Balance.
Senior Termination
Date : For any Senior
Certificate Group, the Distribution Date on which the aggregate
Class Certificate Balance of the Senior Certificates in such Senior
Certificate Group (other than the related PO Class) has been
reduced to zero.
Servicing Advances
: All customary, reasonable and
necessary “out of pocket” costs and expenses incurred
in the performance by the Master Servicer of its servicing
obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property,
(ii) any expenses reimbursable to the Master Servicer pursuant to
Section 3.11 and any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of any REO
Property and (iv) compliance with the obligations under Section
3.09.
Servicing Officer
: Any officer of the Master Servicer
involved in, or responsible for, the administration and servicing
of the Mortgage Loans whose name and facsimile signature appear on
a list of servicing officers furnished to the Trustee by the Master
Servicer on the Closing Date pursuant to this Agreement, as such
list may from time to time be amended.
Shift Percentage
: As to any Distribution Date
occurring during the five years beginning on the first Distribution
Date, 0%. For any Distribution Date occurring on or after the fifth
anniversary of the first Distribution Date will be as follows: for
any Distribution Date in the first year thereafter, 30%; for any
Distribution Date in the second year thereafter, 40%; for any
Distribution Date in the third year thereafter, 60%; for any
Distribution Date in the fourth year thereafter, 80%; and for any
Distribution Date thereafter, 100%.
Startup Day
: The Closing Date.
Stated Principal
Balance : As to any
Mortgage Loan and Due Date, the unpaid principal balance of such
Mortgage Loan as of such Due Date, as specified in the amortization
schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any moratorium or similar
waiver or grace period) 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, and (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.
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.
Subordinated
Certificates : As
specified in the Preliminary Statement.
Subordinated
Percentage : As to any
Distribution Date and any Loan Group, 100% minus the Senior
Percentage for the Senior Certificate Group relating to such Loan
Group for such Distribution Date; provided, however, that as to any
Distribution Date after a related Senior Termination Date for
Aggregate Loan Group II, 100% minus the Senior Percentage for such
Distribution Date.
Subordinated Portion
: For any Distribution Date, an
amount equal to the aggregate Stated Principal Balance of the
Mortgage Loans in the related Loan Group as of the end of the
Prepayment Period related to the immediately preceding Distribution
Date, minus the aggregate Class Certificate Balance of the
related Senior Certificates immediately prior to such Distribution
Date.
Subordinated Prepayment
Percentage : As to any
Distribution Date and Loan Group, 100% minus the related Senior
Prepayment Percentage for such Distribution Date.
Subordinated Principal
Distribution Amount :
With respect to any Distribution Date and Loan Group, an amount
equal to the excess of (A) the sum, not less than zero, of the sum
of (i) the Subordinated Percentage of the applicable Non-PO
Percentage for such Loan Group of all amounts described in
subclauses (a) through (d) of clause (i) of the definition of
“Non-PO Formula Principal Amount” for such Distribution
Date, (ii) with respect to each Mortgage Loan that became a
Liquidated Mortgage Loan during the calendar month preceding the
month of such Distribution Date, the applicable Non-PO Percentage
of the amount of the Liquidation Proceeds allocated to principal
received with respect thereto remaining after application thereof
pursuant to clause (ii) of the definition of Senior Principal
Distribution Amount, up to the Subordinated Percentage for such
Loan Group of the applicable Non-PO Percentage of the Stated
Principal Balance of such Mortgage Loan, and (iii) the related
Subordinated Prepayment Percentage of the applicable Non-PO
Percentage of all amounts described in subclause (f) of
clause (i) of the definition of
“Non-PO Formula Principal Amount” for such Loan Group
and Distribution Date, and (iv) the Subordinated Prepayment
Percentage of any Subsequent Recoveries described in clause (ii) of
the definition of “Non-PO Formula Principal Amount” for
such Distribution Date, over (B) and in the case of Aggregate
Certificate Group II, reduced by the amount of any payments in
respect of Class PO Deferred Amounts for the related PO Class on
the related Distribution Date, provided, however, that with respect
to the Aggregate Group II Subordinated Certificates on any
Distribution Date after a related 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 for the Aggregate 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 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 hereof.
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) not be a Cooperative Loan unless the Deleted Mortgage
Loan was a Cooperative Loan and (vi) comply with each
representation and warranty set forth in Section 2.03
hereof.
Substitution Adjustment
Amount : The meaning
ascribed to such term pursuant to Section 2.03.
Supplemental Amount
: The amount deposited in the
Supplemental Loan Account on the Closing Date, which shall equal
$24,885,837.02.
Supplemental Cut-off
Date : With respect to
any Supplemental Mortgage Loan, the later of (i) the date of
origination of such Mortgage Loan and (ii) the first day of the
month in which the related Supplemental Transfer Date
occurs.
Supplemental Loan
Account : The separate
Eligible Account created and maintained by the Trustee pursuant to
Section 3.05 in the name of the Trustee for the benefit of the
Group 3 Senior Certificateholders and designated “The Bank of
New York, in trust for registered holders of CWMBS 2005-J2,
Mortgage Pass-Through Certificates, Series 2005-J2, Group 3 Senior
Certificates.” Funds in the Supplemental Loan Account shall
be held in trust for the Group 3 Senior Certificateholders for the
uses and purposes set forth in this Agreement and shall not be a
part of any REMIC created hereunder; provided, however, that any
investment income earned from Permitted Investments made with funds
in the Supplemental Loan Account shall be for the account of the
Depositor.
Supplemental Mortgage
Loan : Any Mortgage Loan
in Loan Group 3, other than an Initial Mortgage Loan, conveyed to
the Trust Fund pursuant to Section 2.01 hereof and to a
Supplemental
Transfer Agreement, which Mortgage
Loan shall be included in such Loan Group and shall be listed on
the revised Mortgage Loan Schedule delivered pursuant to this
Agreement and on Schedule A to such Supplemental Transfer
Agreement. When used with respect to a single Supplemental Transfer
Date, Supplemental Mortgage Loan shall mean a Supplemental Mortgage
Loan conveyed to the Trust Fund on that Supplemental Transfer
Date.
Supplemental Transfer
Agreement : A
Supplemental Transfer Agreement substantially in the form of
Exhibit P hereto, executed and delivered by the related Seller or
Sellers, the Master Servicer, the Depositor and the Trustee as
provided in Section 2.01 hereof.
Supplemental Transfer
Date : For any
Supplemental Transfer Agreement, the date the related Supplemental
Mortgage Loans are transferred to the Trust Fund pursuant to the
related Supplemental Transfer Agreement.
Tax Matters Person
: The person designated as
“tax matters person” in the manner provided under
Treasury regulation § 1.860F-4(d) and temporary Treasury
regulation § 301.6231(a)(7)1T. Initially, the Tax Matters
Person shall be the Trustee.
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.
Trustee : The Bank of New York and its successors and,
if a successor trustee is appointed hereunder, such
successor.
Trustee Advance Rate
: With respect to any Advance made
by the Trustee pursuant to Section 4.01(b), a per annum rate of
interest determined as of the date of such Advance equal to the
Prime Rate in effect on such date plus 5.00%.
Trustee Fee
: As to any Distribution Date, an
amount equal to one-twelfth of the Trustee Fee Rate multiplied by
the Pool Stated Principal Balance with respect to such Distribution
Date.
Trustee Fee Rate
: With respect to each Mortgage
Loan, the per annum rate agreed upon in writing on or prior to the
Closing Date by the Trustee and the Depositor.
Trust Fund
: The corpus of the trust created
hereunder consisting of (i) the Mortgage Loans and all interest and
principal received on or with respect thereto after the Cut-off
Date to the extent not applied in computing the Cut-off Date
Principal Balance thereof; (ii) the Supplemental Loan Account, the
Capitalized Interest Account, the Certificate Account and the
Distribution Account, and all amounts deposited therein pursuant to
the applicable provisions of this Agreement; (iii) property that
secured a Mortgage Loan and has been acquired by foreclosure,
deed-in-lieu of foreclosure or otherwise; and (iv) all proceeds of
the conversion, voluntary or involuntary, of any of the
foregoing.
Uncertificated Accrued
Interest : With respect
to each REMIC Regular Interest on each Distribution Date, an amount
equal to one month’s interest at the related REMIC
Pass-Through Rate on the Uncertificated Principal Balance of such
REMIC Regular Interest. In each case, Uncertificated Accrued
Interest will be reduced by any Prepayment Interest Shortfalls and
shortfalls resulting from application of the Relief Act.
Uncertificated Notional
Amount : With respect to
REMIC IB Regular Interest 1B-2X, the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 2, as of the Due Date
in the preceding calendar month (after giving effect to Principal
Prepayments received in the Prepayment Period related to such prior
Due Date). With respect to REMIC IB Regular Interest 1B-3X, the
aggregate Stated Principal Balance of the Non-Discount Mortgage
Loans in Loan Group 3, as of the Due Date in the preceding calendar
month (after giving effect to Principal Prepayments received in the
Prepayment Period related to such prior Due Date).
Uncertificated Principal
Balance : With respect to
each REMIC Regular Interest, the principal amount of such REMIC
Regular Interest outstanding as of any date of determination. As of
the Closing Date, the Uncertificated Principal Balance of each
REMIC Regular Interest shall equal the amount set forth in the
Preliminary Statement hereto as its initial Uncertificated
Principal Balance. On each Distribution Date, the Uncertificated
Principal Balance of each REMIC Regular Interest shall be reduced
by all distributions of principal made on such REMIC Regular
Interest on such Distribution Date pursuant to Section 4.09, as
applicable and, if and to the extent necessary and appropriate,
shall be further reduced on such Distribution Date by Realized
Losses, as provided in Sections 4.09. The Uncertificated Principal
Balance of each REMIC Regular Interest shall never be less than
zero.
Undercollateralized
Group : As defined in
Section 4.05.
Underwriter’s
Exemption : Prohibited
Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as
amended (or any successor thereto), or any substantially similar
administrative exemption granted by the U.S. Department of
Labor.
Underwriter
: As specified in the Preliminary
Statement.
Unscheduled Principal
Distribution Amount : As
to any Distribution Date and Loan Group 3, an amount equal to the
sum of (i) 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 applicable
Non-PO Percentage of the Liquidation Proceeds allocable to
principal received with respect to such Mortgage Loan, (ii) the
applicable Non-PO Percentage of the amount described in subclause
(f) of clause (i) of the definition of “Non-PO Formula
Principal Amount” for such Loan Group 3 and Distribution Date
and (iii) any Subsequent Recoveries described in clause (ii) of the
definition of “Non-PO Formula Principal Amount” for
such Loan Group and Distribution Date.
Voting Rights
: The portion of the voting rights
of all of the Certificates which is allocated to any Certificate.
As of any date of determination, (a) 1% of all Voting Rights shall
be allocated to each Class of Notional Amount Certificates, if any
(such Voting Rights to be allocated among the holders of
Certificates of each such Class in accordance with their respective
Percentage Interests), and (b) the remaining Voting Rights (or 100%
of the Voting Rights if there is no Class of Notional Amount
Certificates) shall be allocated among Holders of the remaining
Classes of Certificates in proportion to the Certificate Balances
of their respective Certificates on such date.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND
WARRANTIES
|
Section 2.01.
|
Conveyance of Mortgage
Loans .
|
(a) Each
Seller, concurrently with the execution and delivery hereof, hereby
sells, transfers, assigns, sets over and otherwise conveys to the
Depositor, without recourse, all its respective right, title and
interest in and to the related Mortgage Loans, including all
interest and principal received or receivable by such Seller on or
with respect to the Mortgage Loans after the Cut-off Date and all
interest and principal payments on the related Mortgage Loans
received prior to the Cut-off Date in respect of installments of
interest and principal due thereafter, but not including payments
of principal and interest due and payable on such Mortgage Loans on
or before the Cut-off Date. On or prior to the Closing Date,
Countrywide shall deliver to the Depositor or, at the
Depositor’s direction, to the Trustee or other designee of
the Depositor, the Mortgage File for each Mortgage Loan listed in
the Mortgage Loan Schedule (except that, in the case of the Delay
Delivery Mortgage Loans (which may include Countrywide Mortgage
Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and
Park Sienna Mortgage Loans), such delivery may take place within
thirty (30) days following the Closing Date). Such delivery of the
Mortgage Files shall be made against payment by the Depositor of
the purchase price, previously agreed to by the Sellers and
Depositor, for the Mortgage Loans. With respect to any Mortgage
Loan that does not have a first payment date on or before the Due
Date in the month of the first Distribution Date, Countrywide shall
deposit into the Distribution Account on or before the Distribution
Account Deposit Date relating to the first 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
(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:
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(A)
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The Coop Shares, together with a
stock power in blank;
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(B)
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The executed Security
Agreement;
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(C)
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The executed Proprietary
Lease;
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(D)
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The executed Recognition
Agreement;
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(E) The
executed UCC-1 financing statement with evidence of recording
thereon which have been filed in all places required to perfect the
Seller’s interest in the Coop Shares and the Proprietary
Lease; and
(F) The
executed UCC-3 financing statements or other appropriate UCC
financing statements required by state law, evidencing a complete
and unbroken line 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® 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® 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 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-J2, 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 hereof.
Notwithstanding anything to the
contrary in this Agreement, within thirty (30) days after the
Closing Date with respect to the Mortgage Loans, Countrywide (on
its own behalf and on behalf of Park Granada, Park Monaco and Park
Sienna) shall either (i) deliver to the Depositor, or at the
Depositor’s direction, to the Trustee or other designee of
the Depositor the Mortgage File as required pursuant to this
Section 2.01 for each Delay Delivery Mortgage Loan or (ii) either
(A) substitute a Substitute Mortgage Loan for the Delay Delivery
Mortgage Loan or (B) repurchase the Delay Delivery Mortgage Loan,
which substitution or repurchase shall be accomplished in the
manner and subject to the conditions set forth in Section 2.03
(treating each Delay Delivery Mortgage Loan as a Deleted Mortgage
Loan for purposes of such Section 2.03); provided, however, that if
Countrywide fails to deliver a Mortgage File for any Delay Delivery
Mortgage Loan within the thirty (30) day period provided in the
prior sentence, Countrywide (on its own behalf and on behalf of
Park Granada, Park Monaco and Park Sienna) shall use its best
reasonable efforts to effect a substitution, rather than a
repurchase of, such Deleted Mortgage Loan and provided further that
the cure period provided for in Section 2.02 or in Section 2.03
shall not apply to the initial delivery of the Mortgage File for
such Delay Delivery Mortgage Loan, but rather Countrywide (on its
own behalf and on behalf of Park Granada, Park Monaco and Park
Sienna) shall have five (5) Business Days to cure such failure to
deliver. At the end of such thirty (30) day period the Trustee
shall send a Delay Delivery Certification for the Delay Delivery
Mortgage Loans delivered during such thirty (30) day period in
accordance with the provisions of Section 2.02.
Notwithstanding anything to the
contrary in this Agreement, within twenty (20) days after a
Supplemental Transfer Date with respect to all of the Supplemental
Mortgage Loans sold to the Depositor on such Supplemental Transfer
Date, Countrywide (on its own behalf and on behalf of Park Granada,
Park Monaco and Park Sienna) shall either (i) deliver to the
Depositor, or at the Depositor's direction, to the Trustee or other
designee of the Depositor the Mortgage File as required pursuant to
this Section 2.01 for each Delay Delivery Mortgage Loan or (ii) (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 twenty (20) day period provided in the
prior sentence, Countrywide (on its own behalf and on behalf of
Park Granada, Park Monaco and Park Sienna) shall use its best
reasonable efforts to effect a substitution, rather than a
repurchase of, such Deleted Mortgage Loan and provided further that
the cure period provided for in Section 2.02 or in Section 2.03
shall not apply to the initial delivery of the Mortgage File for
such Delay Delivery Mortgage Loan, but rather Countrywide (on its
own behalf and on behalf of Park Granada, Park Monaco and Park
Sienna) shall have five (5) Business Days to cure such failure to
deliver. At the end of such twenty (20) day period the Trustee
shall send a Delay Delivery Certification for the Delay Delivery
Mortgage Loans delivered during such twenty (20) day period in
accordance with the provisions of Section 2.02.
(d) Subject
to the execution and delivery of the related Supplemental Transfer
Agreement as provided in Section 2.01(e) hereof and the terms and
conditions of this Agreement, each Seller sells, transfers,
assigns, sets over and otherwise conveys to the Depositor, without
recourse, on each Supplemental Transfer Date, with respect to each
Supplemental Mortgage Loan sold by such Seller to the Depositor,
all the right, title and interest of that Seller in and to the
Supplemental Mortgage Loans sold by it as identified in such
Supplemental Transfer Agreement, including all interest and
principal received and receivable by such Seller on or with respect
to the related Supplemental Mortgage Loans on and after
the
related Supplemental Cut-off Date
(to the extent not applied in computing the Cut-off Date Principal
Balance thereof) or deposited into the Certificate Account by the
related Seller, other than principal and interest due on such
Supplemental Mortgage Loans prior to the related Supplemental
Cut-off Date.
Immediately upon the conveyance of
the Supplemental Mortgage Loans referred to in the preceding
paragraph, the Depositor sells, transfers, assigns, sets over and
otherwise conveys to the Trustee for benefit of the
Certificateholders, without recourse, all right title and interest
in all of the Supplemental Mortgage Loans.
Each Seller has entered into this
Agreement in consideration for the purchase of the Mortgage Loans
sold by such Seller to the Depositor and has agreed to take the
actions specified herein. The Depositor, concurrently with the
execution and delivery of this Agreement, hereby sells, transfers,
assigns and otherwise conveys to the Trustee for the use and
benefit of the Certificateholders, without recourse, all right
title and interest in the portion of the Trust Fund not otherwise
conveyed to the Trust Fund pursuant to Sections 2.01(a) or
(b).
(e) Upon
five (5) Business Days written notice to the Trustee, the
Depositor, the Master Servicer (if the Master Servicer is not a
Seller) and the Rating Agencies, on any other Business Day during
the Conveyance Period designated by Countrywide, Park Granada, Park
Monaco and Park Sienna, if applicable, the Depositor and the
Trustee shall complete, execute and deliver a Supplemental Transfer
Agreement so long as no Rating Agency has provided notice that the
execution and delivery of such Supplemental Transfer Agreement will
result in a reduction or withdrawal of the any ratings assigned to
the Certificates. After the execution and delivery of such
Supplemental Transfer Agreement, on the Supplemental Transfer Date,
the Trustee shall set aside in the Supplemental Loan Account an
amount equal to the Aggregate Supplemental Purchase
Amount.
The transfer of Supplemental
Mortgage Loans and the other property and rights relating to them
on a Supplemental Transfer Date is subject to the satisfaction of
each of the following conditions:
(i) each
Supplemental Mortgage Loan conveyed on such Supplemental Transfer
Date satisfies the representations and warranties applicable to it
under this Agreement; provided, however, that with respect to a
breach of a representation and warranty with respect to a
Supplemental Mortgage Loan, the obligation under Section 2.03(c) of
this Agreement of Countrywide, Park Granada, Park Monaco and Park
Sienna, if applicable, to cure, repurchase or replace such
Supplemental Mortgage Loan shall constitute the sole remedy against
such Seller respecting such breach available to Certificateholders,
the Depositor or the Trustee;
(ii) the
Trustee, the Underwriter and the Rating Agencies are provided with
an Opinion of Counsel or Opinions of Counsel with respect to the
tax treatment of the Trust Fund, to be delivered as provided
pursuant to Section 2.01(f);
(iii) the
Rating Agencies and the Underwriter are provided with an Opinion of
Counsel or Opinions of Counsel with respect to the validity of the
conveyance of the Supplemental Mortgage Loans conveyed on such
Supplemental Transfer Date, to be delivered as provided pursuant to
Section 2.01(f);
(iv) the
execution and delivery of such Supplemental Transfer Agreement or
conveyance of the related Supplemental Mortgage Loans does not
result in a reduction or withdrawal of any ratings assigned to the
Certificates by the Rating Agencies;
(v) the
Supplemental Mortgage Loans conveyed on such Supplemental Transfer
Date were selected in a manner reasonably believed not to be
adverse to the interests of the Certificateholders;
(vi) no
Supplemental Mortgage Loan conveyed on such Supplemental Transfer
date was 30 or more days delinquent;
(vii) the
aggregate of the PO Percentages of the Stated Principal Balance of
all Supplemental Mortgage Loans in a Loan Group shall not exceed
the PO Sublimit;
(viii) following
the conveyance of the Supplemental Mortgage Loans on such
Supplemental Transfer Date to the Trust Fund, the characteristics
of the Mortgage Loans will comply with the Pool Characteristics
(including the permitted variances listed therein); provided, that
for the purpose of making these calculations, the characteristics
for any Initial Mortgage Loan made will be taken as of the Initial
Cut-off Date and the characteristics for any Supplemental Mortgage
Loan will be taken as of the related Supplemental Cut-off
Date;
(ix) none
of the Sellers or the Depositor shall be insolvent or shall be
rendered insolvent as a result of such transfer; and
(x) the
Depositor shall have delivered to the Trustee an Officer's
Certificate confirming the satisfaction of each of these conditions
precedent.
The Trustee shall not be required to
investigate or otherwise verify compliance with these conditions,
except for its own receipt of documents specified above, and shall
be entitled to rely on the required Officer's
Certificate.
(f) Within
seven Business Days after each Supplemental Transfer Date, upon (1)
delivery to the Trustee by the Depositor or Countrywide of the
Opinions of Counsel referred to in Sections 2.01(e)(ii) and (iii),
(2) delivery to the Trustee by Countrywide of a revised Mortgage
Loan Schedule reflecting the Supplemental Mortgage Loans conveyed
on such Supplemental Transfer Date to Loan Group 3 and (3) delivery
to the Trustee by the Depositor of an Officer's Certificate
confirming the satisfaction of each of the conditions precedent set
forth in this Section 2.01(f), the Trustee shall pay to each Seller
the portion of the Aggregate Supplemental Transfer Amount used to
purchase Supplemental Mortgage Loans from such Seller for Loan
Group 3 from those funds that were set aside in the Supplemental
Loan Account pursuant to Section 2.01(e). The positive difference,
if any, between the Aggregate Supplemental Transfer Amount for Loan
Group 3 and the Aggregate Supplemental Purchase Amount for Loan
Group 3 shall be reinvested by the Trustee in the Supplemental Loan
Account.
The Trustee shall not be required to
investigate or otherwise verify compliance with the conditions set
forth in the preceding paragraph, except for its own receipt of
documents specified above, and shall be entitled to rely on the
required Officer's Certificate.
Within thirty days after the final
Supplemental Transfer Date, the Depositor shall deliver to the
Trustee a letter of a nationally recognized firm of independent
public accountants stating whether or not the Supplemental Mortgage
Loans conveyed on such Supplemental Transfer Date conform to the
characteristics in Section 2.01(e)(vi), (vii) and (viii) for that
Loan Group.
(g) 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 (50), (51) and (52) of Schedule III-A
hereto.
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Section 2.02.
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Acceptance by Trustee of the
Mortgage Loans .
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(a) The
Trustee acknowledges receipt of the documents identified in the
Initial Certification in the form annexed hereto as Exhibit F-1 and
declares that it holds and will hold such documents and the other
documents delivered to it constituting the Mortgage Files, and that
it holds or will hold such other assets as are included in the
Trust Fund, in trust for the exclusive use and benefit of all
present and future Certificateholders. The Trustee acknowledges
that it will maintain possession of the Mortgage Notes in the State
of California, unless otherwise permitted by the Rating
Agencies.
The Trustee agrees to execute and
deliver on the Closing Date to the Depositor, the Master Servicer
and Countrywide (on its own behalf and on behalf of Park Granada,
Park Monac
