EXHIBIT 4.1
-----------
EXECUTION COPY
===========================
CWMBS, INC.,
Depositor
EMC MORTGAGE CORPORATION,
Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
Master Servicer
and
THE BANK OF NEW YORK,
Trustee
-----------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 2005
----------------------------------
CHL MORTGAGE PASS-THROUGH TRUST 2005-19
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-19
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
<S>
<C>
<C>
SECTION 2.01. Conveyance of Mortgage
Loans...............................................................44
SECTION 2.02. Acceptance by Trustee of the
Mortgage
Loans................................................47
SECTION 2.03. Representations, Warranties
and Covenants of the Seller and the Master
Servicer............49
SECTION 2.04. Representations and
Warranties of the Depositor as to the Mortgage
Loans...................51
SECTION 2.05. Delivery of Opinion of
Counsel in Connection with
Substitutions............................52
SECTION 2.06. Execution and Delivery of
Certificates.....................................................52
SECTION 2.07. REMIC
Matters..............................................................................52
SECTION 2.08. Covenants of the Master
Servicer...........................................................52
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
SECTION 3.01. Master Servicer to Service
Mortgage
Loans..................................................54
SECTION 3.02. Subservicing; Enforcement of
the Obligations of
Subservicers...............................55
SECTION 3.03. Rights of the Depositor and
the Trustee in Respect of the Master
Servicer..................55
SECTION 3.04. Trustee to Act as Master
Servicer..........................................................56
SECTION 3.05. Collection of Mortgage Loan
Payments; Certificate Account;
Distribution Account; Class C Distribution
Account.........................................56
SECTION 3.06. Collection of Taxes,
Assessments and Similar Items; Escrow
Accounts........................60
SECTION 3.07. Access to Certain
Documentation and Information Regarding the Mortgage
Loans...............60
SECTION 3.08. Permitted Withdrawals from
the Certificate Account and the Distribution
Account............61
SECTION 3.09. Maintenance of Hazard
Insurance; Maintenance of Primary Insurance
Policies.................63
SECTION 3.10. Enforcement of Due-on-Sale
Clauses; Assumption
Agreements..................................64
SECTION 3.11. Realization Upon Defaulted
Mortgage Loans; Repurchase of Certain Mortgage
Loans............65
SECTION 3.12. Trustee to Cooperate;
Release of Mortgage
Files............................................68
SECTION 3.13. Documents, Records and Funds
in Possession of Master Servicer to be Held for the
Trustee...69
SECTION 3.14. Servicing
Compensation.....................................................................70
i
<PAGE>
SECTION 3.15. Access to Certain
Documentation............................................................70
SECTION 3.16. Annual Statement as to
Compliance..........................................................71
SECTION 3.17. Annual Independent Public
Accountants' Servicing Statement; Financial
Statements...........71
SECTION 3.18. Errors and Omissions
Insurance; Fidelity
Bonds.............................................71
ARTICLE IV
DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
SECTION 4.01.
Advances...................................................................................73
SECTION 4.02. Priorities of
Distribution.................................................................74
SECTION 4.03.
[Reserved].................................................................................79
SECTION 4.04. Allocation of Realized
Losses..............................................................79
SECTION 4.05.
Cross-Collateralization....................................................................80
SECTION 4.06. Monthly Statements to
Certificateholders...................................................81
SECTION 4.07. Determination of
Pass-Through Rates for COFI
Certificates..................................82
SECTION 4.08. Determination of
Pass-Through Rates for LIBOR
Certificates.................................84
ARTICLE V
THE CERTIFICATES
SECTION 5.01. The
Certificates...........................................................................86
SECTION 5.02. Certificate Register;
Registration of Transfer and Exchange of
Certificates................86
SECTION 5.03. Mutilated, Destroyed, Lost
or Stolen
Certificates..........................................91
SECTION 5.04. Persons Deemed
Owners......................................................................91
SECTION 5.05. Access to List of
Certificateholders' Names and
Addresses..................................91
SECTION 5.06. Maintenance of Office or
Agency............................................................92
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01. Respective Liabilities of
the Depositor and the Master
Servicer............................93
SECTION 6.02. Merger or Consolidation of
the Depositor or the Master
Servicer............................93
SECTION 6.03. Limitation on Liability of
the Depositor, the Seller, the Master Servicer and
Others.......93
SECTION 6.04. Limitation on Resignation of
Master
Servicer...............................................94
ARTICLE VII
DEFAULT
SECTION 7.01. Events of
Default..........................................................................95
SECTION 7.02. Trustee to Act; Appointment
of
Successor...................................................96
SECTION 7.03. Notification to
Certificateholders.........................................................98
ii
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01. Duties of
Trustee..........................................................................99
SECTION 8.02. Certain Matters Affecting
the
Trustee.....................................................100
SECTION 8.03. Trustee Not Liable for
Certificates or Mortgage
Loans.....................................101
SECTION 8.04. Trustee May Own
Certificates..............................................................101
SECTION 8.05. Trustee's Fees and
Expenses...............................................................101
SECTION 8.06. Eligibility Requirements for
Trustee......................................................102
SECTION 8.07. Resignation and Removal of
Trustee........................................................102
SECTION 8.08. Successor
Trustee.........................................................................103
SECTION 8.09. Merger or Consolidation of
Trustee........................................................103
SECTION 8.10. Appointment of Co-Trustee or
Separate
Trustee.............................................104
SECTION 8.11. Tax
Matters...............................................................................105
ARTICLE IX
TERMINATION
SECTION 9.01. Termination upon Liquidation
or Purchase of all Mortgage
Loans............................108
SECTION 9.02. Final Distribution on the
Certificates....................................................108
SECTION 9.03. Additional Termination
Requirements.......................................................110
SECTION 9.04. Auction of the Mortgage
Loans and REO
Properties..........................................111
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01.
Amendment.................................................................................X-1
SECTION 10.02. Recordation of Agreement;
Counterparts....................................................X-2
SECTION 10.03. Governing
Law.............................................................................X-3
SECTION 10.04. Intention of
Parties......................................................................X-3
SECTION 10.05.
Notices...................................................................................X-3
SECTION 10.06. Severability of
Provisions................................................................X-4
SECTION 10.07.
Assignment................................................................................X-4
SECTION 10.08. Limitation on Rights of
Certificateholders................................................X-5
SECTION 10.09. Inspection and Audit
Rights...............................................................X-5
SECTION 10.10. Certificates Nonassessable and
Fully Paid.................................................X-6
SECTION 10.11.
[Reserved]................................................................................X-6
SECTION 10.12. Protection of
Assets......................................................................X-6
iii
<PAGE>
SCHEDULES
Schedule I: Mortgage Loan
Schedule..................................................................S-I-1
Schedule II: Representations and
Warranties of the
Seller...........................................S-II-1
Schedule III: Representations and
Warranties of the Seller as to the Mortgage
Loans.................S-III-1
Schedule IV: Representations and
Warranties of the Master
Servicer..................................S-IV-1
Schedule V: Principal
Balance Schedules (if
applicable).............................................S-V-1
Schedule VI: Form of Monthly Master
Servicer
Report.................................................S-VI-1
EXHIBITS
Exhibit A: Form of
Senior Certificate (excluding Notional Amount
Certificates).......................A-1
Exhibit B: Form of
Subordinated
Certificate..........................................................B-1
Exhibit C: Form of
Class A-R
Certificate.............................................................C-1
Exhibit D: Form of
Notional Amount
Certificate.......................................................D-1
Exhibit E: Form of
Reverse of
Certificates...........................................................E-1
Exhibit F: Form of
Initial Certification of
Trustee..................................................F-1
Exhibit G:
[Reserved]................................................................................G-1
Exhibit H: Form of
Final Certification of
Trustee....................................................H-1
Exhibit I: Form of
Transfer
Affidavit................................................................I-1
Exhibit J-1: Form of Transferor
Certificate
(Residual).................................................J-1
Exhibit J-2: Form of Transferor
Certificate
(Private)..................................................J-2
Exhibit K: Form of
Investment Letter [Non-Rule
144A].................................................K-1
Exhibit L: Form of
Rule 144A
Letter..................................................................L-1
Exhibit M: Form of
Request for Release (for
Trustee).................................................M-1
Exhibit N: Form of
Request for Release of Documents (Mortgage Loan - Paid in Full,
Repurchased and
Replaced).................................................................N-1
Exhibit O:
[Reserved]................................................................................O-1
Exhibit P:
[Reserved]................................................................................P-1
Exhibit Q:
[Reserved]................................................................................Q-1
</TABLE>
iv
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of July 1, 2005,
among
CWMBS, INC., a Delaware corporation, as
depositor (the "Depositor"), EMC
MORTGAGE CORPORATION, a Delaware
corporation, as seller (the "Seller"),
COUNTRYWIDE HOME LOANS SERVICING LP, a
Texas limited partnership, as master
servicer (the "Master Servicer"), and THE
BANK OF NEW YORK, a banking
corporation organized under the laws of the
State of New York, as trustee (the
"Trustee").
WITNESSETH THAT
In consideration of the mutual agreements herein contained, the
parties
hereto agree as follows:
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby
conveyed to
the Trustee in return for the Certificates.
For federal income tax purposes, the
Trust Fund will consist of four real estate
mortgage investment conduits (each a
"REMIC" or, in the alternative, the "Ratio
Strip REMIC," the "Subordinate WAC
REMIC," the "IO REMIC" and the "Master
REMIC," respectively). Each Certificate,
other than the Class A-R Certificate, will
represent ownership of one or more
regular interests in the Master REMIC for
purposes of the REMIC Provisions. The
Class A-R Certificate will represent
ownership of the sole class of residual
interest in each of the Ratio Strip REMIC,
the Subordinate WAC REMIC, the IO
REMIC and the Master REMIC. The Master
REMIC will hold as assets the several
classes of uncertificated IO REMIC
Interests (other than the Class IO-A-R
Interest). The IO REMIC will hold as assets
the several classes of
uncertificated Subordinate WAC REMIC
Interests (other than the Class SW-A-R
Interest). The Subordinate WAC REMIC will
hold as assets the several classes of
uncertificated Ratio Strip REMIC Interests
(other than the Class RS-A-R
Interest). The Ratio Strip REMIC will hold
as assets all property of the Trust
Fund. Each IO REMIC Interest (other than
the Class IO-A-R Interest) is hereby
designated as a regular interest in the IO
REMIC. Each Subordinate WAC REMIC
Interest (other than the Class SW-A-R
Interest) is hereby designated as a
regular interest in the Subordinate WAC
REMIC and each Ratio Strip REMIC
Interest (other than the Class RS-A-R
Interest) is hereby designated as a
regular interest in the Ratio Strip REMIC,.
The latest possible maturity date of
all REMIC regular interests created herein
shall be the Latest Possible Maturity
Date.
1
<PAGE>
The following table sets forth characteristics of the Master
REMIC
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):
<TABLE>
<CAPTION>
======================================================================================================================
Initial Class
Pass-Through Rate
Integral Multiples
Class Designation
Certificate Balance
(per annum) Minimum
Denomination in Excess of
Minimum
---------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
Class 1-A-1
$ 180,562,000.00
5.50%
$25,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class 1-A-2
$
3,840,000.00
5.50%
$1,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class 1-A-3
$
5,136,000.00
5.50%
$1,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class 1-A-4
$
2,232,000.00
5.25%
$1,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class 1-A-5
$
2,232,000.00
5.75%
$1,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class 1-A-6
$ 75,000,000.00
5.50%
$25,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class 1-A-7
$ 12,680,542.00
5.50%
$25,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class 1-A-8
$ 24,494,134.00
5.50%
$25,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class 1-A-9
$ 32,319,630.00
5.50%
$25,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class 1-A-10
$
1,700,000.00
5.50%
$25,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class 2-A-1
$ 42,800,000.00
(1)
$25,0000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class 2-A-2
$
1,369,552.00
(2)
$25,0000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class 2-A-3
(3)
(4)
$25,000.00(5)
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class 2-A-4
(6)
0.50%
$25,000.00(5)
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class PO
$ 337,211.00
(7)
$25,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class A-R(8)
$
100.00
5.50%
$100.00(9)
$100.00(9)
---------------------------------------------------------------------------------------------------------------------
Class M
$ 10,213,358.00
(10)
$25,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class B-1
$
2,403,143.00
(10)
$25,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class B-2
$
1,201,571.00
(10)
$25,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class B-3
$ 801,047.00
(10)
$100,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class B-4
$ 600,785.00
(10)
$100,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class B-5
$ 600,790.38
(10)
$100,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class C
$
100.00
(11)
$100.00
N/A
======================================================================================================================
</TABLE>
------------------------------------------
(1) The Class
2-A-1 Certificates will bear interest during each Interest
Accrual Period at a per annum rate of LIBOR plus 0.35%, subject to
a
maximum and minimum Pass-Through Rate of 7.50% and 0.35% per
annum,
respectively. The Pass-Through Rate for the Class 2-A-1
Certificates
during the initial Interest Accrual Period is 3.69% per annum.
(2) The Class
2-A-2 Certificates will bear interest during each Interest
Accrual Period at a per annum rate of LIBOR plus 0.35%, subject to
a
maximum and minimum Pass-Through Rate of 7.50% and 0.35% per
annum,
respectively. The Pass-Through Rate for
2
<PAGE>
the Class 2-A-1 Certificates during the initial Interest
Accrual
Period is 3.69% per annum.
(3) The Class
2-A-3 Certificates will be Notional Amount Certificates, will
have no Class Certificate Balance and will bear interest on its
Notional Amount (initially, $44,169,552).
(4) The Class
2-A-3 Certificates will bear interest during each Interest
Accrual Period at a per annum rate of 7.15% minus LIBOR, subject to
a
maximum and minimum Pass-Through Rate of 7.15% and 0.00% per
annum,
respectively. The
Pass-Through Rate for the Class 2-A-2 Certificates
during the initial Interest Accrual Period is 3.81% per annum.
(5) Minimum
denomination is based on the Notional Amount of such Class.
(6) The Class
2-A-4 Certificates will be Notional Amount Certificates, will
have no Class Certificate Balance and will bear interest on its
Notional Amount (initially, $44,169,552).
(7) This Class
of Certificates will be Principal Only Certificates and
will not receive any distributions of interest.
(8) The Class
A-R Certificates represent the sole Class of residual
interest in each REMIC.
(9) The Class
A-R Certificates 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.
(10) The Pass-Through
Rate for each Class of Subordinated Certificates (the
"Subordinate Pass-Through Rate") for the Interest Accrual
Period
related to any Distribution Date will be a per annum rate equal to
(a)
the sum of the following for each Collateral Allocation Group:
the
related Required Coupon multiplied by the excess of the
Collateral
Allocation Group Principal Balance of that Collateral Allocation
Group
as of the Due Date in the month preceding the month of that
Distribution Date (after giving effect to Principal Prepayments
received in the Prepayment Period related to that prior Due Date)
over
the aggregate Class Certificate Balance of the related Senior
Certificate Group immediately prior to that Distribution Date,
divided
by (b) the aggregate of the Class Certificate Balances of the
Subordinated Certificates immediately prior to that Distribution
Date.
The Pass-Through Rate for each Class of Subordinated Certificates
for
the Interest Accrual Period related to the first Distribution Date
will
be 5.78732% per annum.
(11) The Class C
Certificates will not be entitled to payments of interest
but will be entitled to receive any Auction Excess Proceeds in
connection with any Successful Auction conducted pursuant to the
terms
hereof. The Class C Certificates will be issued as a single
certificate
with an initial Certificate Balance of $100.00.
3
<PAGE>
<TABLE>
<CAPTION>
The following table specifies the class
designation, interest rate, and
principal amount for each class of IO REMIC
Interests:
--------------------------------------------------------------------------------------------------------------------
IO REMIC Interest
Initial Principal Balance
Interest Rate
Corresponding Master REMIC
Certificate
--------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
IO-1-A-1
$180,562,000.00
5.50%
Class 1-A-1
--------------------------------------------------------------------------------------------------------------------
IO-1-A-2
$3,840,000.00
5.50%
Class 1-A-2
--------------------------------------------------------------------------------------------------------------------
IO-1-A-3
$5,136,000.00
5.50%
Class 1-A-3
--------------------------------------------------------------------------------------------------------------------
IO-1-A-4
$2,232,000.00
5.25%
Class 1-A-4
--------------------------------------------------------------------------------------------------------------------
IO-1-A-5
$2,232,000.00
5.75%
Class 1-A-5
--------------------------------------------------------------------------------------------------------------------
IO-1-A-6
$75,000,000.00
5.50%
Class 1-A-6
--------------------------------------------------------------------------------------------------------------------
IO-1-A-7
$12,680,542.00
5.50%
Class 1-A-7
--------------------------------------------------------------------------------------------------------------------
IO-1-A-8
$24,494,134.00
5.50%
Class 1-A-8
--------------------------------------------------------------------------------------------------------------------
IO-1-A-9
$32,319,630.00
5.50%
Class 1-A-9
--------------------------------------------------------------------------------------------------------------------
IO-1-A-10
$1,700,000.00
5.50%
Class 1-A-10
--------------------------------------------------------------------------------------------------------------------
IO-2-A-1
$42,800,000.00
8.00%
Class 2-A-1,
Class 2-A-3(1) and
Class 2-A-4(2)
--------------------------------------------------------------------------------------------------------------------
IO-2-A-2
$1,369,552.00
8.00%
Class 2-A-2,
Class 2-A-3(3) and
Class 2-A-4(4)
--------------------------------------------------------------------------------------------------------------------
IO-1-$100
$100.00
5.50%
Class A-R
--------------------------------------------------------------------------------------------------------------------
IO-PO
$337,211.00
(5)
Class PO
--------------------------------------------------------------------------------------------------------------------
IO-M
$10,213,358.00
(6)
Class M
--------------------------------------------------------------------------------------------------------------------
IO-B-1
$2,403,143.00
(6)
Class B-1
--------------------------------------------------------------------------------------------------------------------
IO-B-2
$1,201,571.00
(6)
Class B-2
--------------------------------------------------------------------------------------------------------------------
IO-B-3
$801,047.00
(6)
Class B-3
--------------------------------------------------------------------------------------------------------------------
IO-B-4
$600,785.00
(6)
Class B-4
--------------------------------------------------------------------------------------------------------------------
IO-B-5
$600,790.38
(6)
Class B-5
--------------------------------------------------------------------------------------------------------------------
IO-A-R
(7)
(7)
N/A
--------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For each Distribution Date, the Class
2-A-3 Certificates are entitled to a
portion of the interest payable on the
Class IO-2-A-1 Interest. Specifically,
for each such Distribution Date, the Class
2-A-3 Certificates are entitled to
the interest payable on the Class IO-2-A-1
Interest at a per annum rate equal to
7.15% minus LIBOR, but not less than
0.00%.
(2) For each Distribution Date, the Class
2-A-4 Certificates are entitled to a
portion of the interest payable on the
Class IO-2-A-1 Interest. Specifically,
for each such Distribution Date, the Class
2-A-4 Certificates are entitled to
the interest payable on the Class IO-2-A-1
Interest at a per annum rate equal to
0.50%.
(3) For each Distribution Date, the Class
2-A-3 Certificates are entitled to a
portion of the interest payable on the
Class IO-2-A-2 Interest. Specifically,
for each such Distribution Date,
4
<PAGE>
the Class 2-A-3 Certificates are entitled
to the interest payable on the Class
IO-2-A-2 Interest at a per annum rate equal
to 7.15% minus LIBOR, but not less
than 0.00%.
(4) For each Distribution Date, the Class
2-A-4 Certificates are entitled to a
portion of the interest payable on the
Class IO-2-A-2 Interest. Specifically,
for each such Distribution Date, the Class
2-A-4 Certificates are entitled to
the interest payable on the Class IO-2-A-2
Interest at a per annum rate equal to
0.50%.
(5) The Class IO-PO Interest makes no
interest payments. For each Distribution
Date it is entitled to the principal
distributions made with respect to the
Class SW-PO Subordinate WAC REMIC
Interest.
(6) The Subordinate Pass-Through Rate.
(7) The IO-A-R is the sole class of
residual interest in the IO REMIC. It pays
no interest or principal.
On each Distribution Date, interest shall be payable on the IO
REMIC
Interests according the formulas described
above, and principal, Realized Losses
and Subsequent Recoveries shall be
allocated among the IO REMIC Interests in the
same manner that such items are allocated
among their corresponding Certificate
Classes.
5
<PAGE>
The following table specifies the class designation, interest rate,
and
principal amount for each class of
Subordinate WAC REMIC Interests:
Subordinate WAC REMIC Interests
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Subordinate WAC
Initial Class Principal
Class
Corresponding
REMIC Class
Balance
Interest Rate Collateral
Allocation
Designation
Group
----------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
SW-A-1
(1)
5.50%
1
----------------------------------------------------------------------------------------------------------------------
SW-B-1
(1)
5.50%
1
----------------------------------------------------------------------------------------------------------------------
SW-C-1
(1)
5.50%
1
----------------------------------------------------------------------------------------------------------------------
SW-PO
$337,211
(2)
1
----------------------------------------------------------------------------------------------------------------------
SW-A-2
(1)
8.00%
2
----------------------------------------------------------------------------------------------------------------------
SW-B-2
(1)
8.00%
2
----------------------------------------------------------------------------------------------------------------------
SW-C-2
(1)
8.00%
2
----------------------------------------------------------------------------------------------------------------------
SW-A-R
(3)
(3)
N/A
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Each Class
A Subordinate WAC REMIC Interest will have an Initial
Principal Balance equal to 0.9% of the Subordinated Portion of
its
Corresponding Collateral Allocation Group. Each Class B Subordinate
WAC
REMIC Interest will have an Initial Principal Balance equal to 0.1%
of
the Subordinated Portion of its Corresponding Collateral
Allocation
Group. Each Class C Subordinate WAC REMIC Interest will have an
Initial
Principal Balance in an amount equal to the excess of its
Corresponding
Collateral Allocation Group principal balance over the initial
aggregate principal balances of the Class A and Class B Subordinate
WAC
REMIC Interests corresponding to such Collateral Allocation
Group.
Hereafter, the Class A, Class B and Class C Subordinate WAC
REMIC
Interests are referred to as "Tracking Interests."
(2) The Class
SW-PO Interest does not pay any interest. On each
Distribution Date it is entitled to all amounts payable and
allocable
with respect to the Class RS-PO Ratio Strip REMIC Interest.
(3) The Class
SW-A-R Interest is the sole class of residual interest in
the Subordinate WAC REMIC. It does not pay any interest or
principal.
On each Distribution Date, the Available Funds with respect to
the
Ratio Strip REMIC Interests shall be
distributed with respect to the the
Subordinate WAC REMIC Interests in the
following manner:
(1) Interest. Interest is to be distributed with respect to
each
Subordinate WAC REMIC Interest at the rate,
or according to the formulas,
described above.
(2) Initial Allocations of Realized Losses and Principal with
Respect
to Collateral Allocation Groups.
6
<PAGE>
a. The Trustee shall first allocate the Realized Losses (including
any
reductions in previously allocated Realized Losses attributable to
any
related Subsequent Recoveries), and distribute the principal on
the
Class RS-PO Ratio Strip REMIC Interest to the Class SW-PO
Interest.
b. The Trustee shall first allocate the Realized Losses (including
any
reductions in previously allocated Realized Losses attributable to
any
related Subsequent Recoveries), and distribute the principal on
the
Class RS-A and Class RS-B Ratio Strip REMIC Interests to the Class
SW-1
Tracking Interests.
c. The Trustee shall first allocate the Realized Losses (including
any
reductions in previously allocated Realized Losses attributable to
any
related Subsequent Recoveries), and distribute the principal on
the
Class RS-C Ratio Strip REMIC Interests to the Class SW-2
Tracking
Interests.
(3) Subsequent Allocations. Amounts allocated to the Tracking
Interests of each Collateral Allocation
Group in accordance with Paragraph 2,
above, shall be further allocated as
described below.
(4) Principal, if no Cross-Over Situation Exists. If no
Cross-Over
Situation exists with respect to any Class
of Tracking Interests, Principal
Amounts allocated with respect to each
Collateral Allocation Group in
accordance with Paragraph 2, shall be
further allocated: first to cause the
Collateral Allocation Group's corresponding
Class A and Class B Tracking
Interests to equal, respectively, 0.9% of
the Subordinated Portion and 0.1% of
the Subordinated Portion; and second to the
Collateral Allocation Group's
corresponding Class C Tracking
Interest;
(5) Principal, if a Cross-Over Situation Exists. If a
Cross-Over
Situation exists with respect to the Class
A and Class B Tracking Interests:
(a) If the Calculation Rate in respect of the outstanding
Class A and Class B Tracking Interests is less than the
Subordinate Pass-Through Rate, Principal Relocation Payments
will be made proportionately to the outstanding Class A
Tracking Interests prior to any other Principal Distributions
from each such Collateral Allocation Group.
(b) If the Calculation Rate in respect of the outstanding
Class A and Class B Tracking Interests is greater than the
Subordinate Pass-Through Rate, Principal Relocation Payments
will be made proportionately to the outstanding Class B
Tracking Interests prior to any other Principal Distributions
from each such Collateral Allocation Group.
In each case, Principal Relocation Payments will be made so as to
cause
the Calculation Rate in respect of the
outstanding Class A and Class B Tracking
Interests to equal the Subordinate
Pass-Through Rate. With respect to each
Collateral Allocation Group, if (and to the
extent that) the sum of (a) the
principal payments comprising the Principal
Remittance Amount received during
the Due Period (as adjusted for amounts
allocated to the Collateral Allocation
Group's PO component) and (b) the Realized
Losses (as adjusted for amounts
allocated to the Collateral Allocation
Group's PO component), are insufficient
to make the necessary reductions
7
<PAGE>
of principal on the Class A and Class B
Tracking Interests, then interest will
be added to the Collateral Allocation
Group's Class C Tracking Interest.
(c) The outstanding aggregate Class A and Class B Tracking
Interests for all Collateral Allocation Groups will not be
reduced below 1 percent of the excess of (i) the aggregate
outstanding Principal Balances of all Collateral Allocation
Groups as of the end of any Due Period over (ii) the aggregate
Class Certificate Balance of the Senior Certificates for all
Collateral Allocation Groups as of the related Distribution
Date (after taking into account distributions of principal on
such Distribution Date).
If (and to
the extent that) the limitation in paragraph (c) prevents
the distribution of principal to the Class
A and Class B Tracking Interests of a
Collateral Allocation Group, and if the
Collateral Allocation Group's Class C
Tracking Interest has already been reduced
to zero, then the excess principal
from that Collateral Allocation Group (as
adjusted for amounts allocated to the
Collateral Allocation Groups' PO
components) will be paid to the Class C
Tracking Interests of the other Collateral
Allocation Groups, the aggregate
Class A and Class B Tracking Interests of
which are less than one percent of the
Subordinated Portion. If the Collateral
Allocation Group corresponding to the
Class C Tracking Interest that receives
such payment has a weighted average
Adjusted Net Mortgage Rate below the
weighted average Adjusted Net Mortgage Rate
of the Collateral Allocation Group making
the payment, then the payment will be
treated by the Tracking as a Realized Loss.
Conversely, if the Collateral
Allocation Group corresponding to the Class
C Tracking Interest that receives
such payment has a weighted average
Adjusted Net Mortgage Rate above the
weighted average Adjusted Net Mortgage Rate
of the Collateral Allocation Group
making the payment, then the payment will
be treated by the Subordinate WAC
REMIC as a reimbursement for prior Realized
Losses.
<TABLE>
<CAPTION>
Ratio Strip REMIC Interests
----------------------------------------------------------------------------------------------------------------------
Ratio Strip
Initial Class Principal
Class
Corresponding
REMIC Class
Balance
Interest Rate
Collateral Allocation
Designation
Group
----------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
RS-A-1 through X (1)
(1)
5.50%
1
----------------------------------------------------------------------------------------------------------------------
RS-B-1 through Y (2)
(2)
5.50%
1
----------------------------------------------------------------------------------------------------------------------
RS-C-1 through Z (3)
(3)
8.00%
2
----------------------------------------------------------------------------------------------------------------------
RS-PO
$337,211 (1)
(4)
1
----------------------------------------------------------------------------------------------------------------------
RS-A-R
(5)
(5)
N/A
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Ratio Strip REMIC will issue a
single Class A regular interest for each
Mortgage Loan having a Net Mortgage Rate of
less than or equal to 5.50%. The
principal balance of each such Class A
regular interest will equal the principal
balance of the corresponding Mortgage Loan
times a fraction the numerator of
which is the Net Mortgage Rate of the loan
and the denominator of which is
5.50%. The remaining principal balance of
each such Mortgage Loan will be
allocated to the RS-PO Interest.
8
<PAGE>
(2) The Ratio Strip REMIC will issue a
single Class B regular interest for each
mortgage Loan having a Net Mortgage Rate
greater than 5.50%. The principal
balance of each such Class B regular
interest will equal the principal balance
of the corresponding Mortgage Loan times a
fraction the numerator of which is
the Net Mortgage Rate of the Mortgage Loan
minus 5.50% and the denominator of
which is 2.50%.
(3) The Ratio Strip REMIC will also issue a
single Class C regular interest for
each mortgage Loan having a Net Mortgage
Rate greater than 5.50%. The principal
balance of each such Class C regular
interest will equal the principal balance
of the corresponding Mortgage Loan times a
fraction the numerator of which is
8.00% minus the Net Mortgage Rate of the
Mortgage Loan and the denominator of
which is 2.50%.
(4) This Ratio Strip REMIC interest pays no
interest.
(5) The Class RS-A-R Interest is the sole
class of residual interest in the
Ratio Strip REMIC. It pays no interest of
principal.
On each Distribution Date, the Available Funds shall be
distributed
with respect to the the Ratio Strip REMIC
Interests in the following manner:
(1) Interest. Interest is to be distributed with respect to each
Ratio
Strip REMIC Interest at the rate, or
according to the formulas, described above.
(2) Principal and Realized Losses. Realized Losses (including
any
reductions in previously allocated Realized
Losses attributable to any related
Subsequent Recoveries), and principal shall
be allocated among the Ratio Strip
REMIC Interests so as to maintain the
proportions of the Interests as described
above.
9
<PAGE>
<TABLE>
<CAPTION>
Set forth below are designations of Classes or Components of
Certificates and other defined terms to the
categories used herein:
<S>
<C>
Accretion Directed
Certificates.............Class 1-A-1 and Class 1-A-6
Certificates.
Accretion Directed
Components...............None.
Accrual
Certificates........................Class 1-A-7 Certificates.
Accrual
Components..........................None.
Book-Entry
Certificates.....................All Classes of Certificates other
than the Physical Certificates.
COFI
Certificates...........................None.
Component
Certificates......................Class 1-A-10 Certificates.
Components..................................For purposes of
calculating distributions of principal and/or
interest, the Component Certificates, if any, will be
comprised of multiple payment components having the
designations,
Initial Component Balances or Notional Amounts, as applicable,
and
Pass-Through Rates set forth below:
Initial
Designation
Component Balance Pass-Through
Rate
-----------
-----------------
-----------------
Class 1-A-10-1 Component
$732,921
5.50%
Class 1-A-10-2 Component
$967,079
5.50%
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 an
Underwriter's Exemption.
Floating Rate
Certificates..................Class 2-A-1, Class 2-A-2 and Class
2-A-3 Certificates.
Group 1 Senior
Certificates.................Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class 1-A-5, Class
1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class
A-R
and Class PO Certificates.
Group 1
Certificates........................Group 1 Senior Certificates and
the portions of the Subordinated Certificates
related to Collateral Allocation Group 1.
Group 2 Senior
Certificates.................Class 2-A-1, Class 2-A-2, Class 2-A-3
and Class 2-A-4 Certificates.
10
<PAGE>
Group 2
Certificates........................Group 2 Senior Certificates and
the portions of the Subordinated Certificates
related to Collateral Allocation Group 2.
Inverse Floating Rate
Certificates..........Class 2-A-3 Certificates.
LIBOR
Certificates..........................Floating Rate Certificates
and Inverse Floating Rate Certificates.
Non-Delay
Certificates......................LIBOR Certificates.
Notional Amount
Certificates................Class 2-A-3 and Class 2-A-4
Certificates.
Notional Amount
Components..................None.
Offered
Certificates........................All Classes of Certificates
other than the Private Certificates.
Physical
Certificates.......................Private Certificates and the
Residual Certificates.
Planned Principal
Classes...................None.
Principal Only
Certificates.................Class PO Certificates.
Private
Certificates........................Class B-3, Class B-4 and Class
B-5 Certificates.
Rating
Agencies.............................Fitch and Moody's.
Regular
Certificates........................All Classes of Certificates,
other than the Residual Certificates.
Residual
Certificates.......................Class A-R Certificates.
Senior Certificate
Group....................The Group 1 Senior Certificates or the
Group 2 Senior Certificates, as applicable.
Senior
Certificates.........................Class 1-A-1, Class 1-A-2,
Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class
1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class 2-A-1, Class
2-A-2, Class
2-A-3, Class 2-A-4, Class PO and Class A-R Certificates.
Subordinated Certificates..................
Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5
Certificates.
Targeted Principal Classes
.................None.
Underwriter
................................Bear, Stearns & Co. Inc.
</TABLE>
11
<PAGE>
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.
12
<PAGE>
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires,
shall have the following meanings:
Accretion Directed Certificates: As specified in the
Preliminary
Statement.
Accretion Direction Rule: The Class 1-A-7 Accretion
Direction Rule.
Accrual Amount: The
Class 1-A-7 Accrual Amount.
Accrual Certificates:
As specified in the Preliminary Statement.
Accrual Components: As
specified in the Preliminary Statement.
Accrual Termination Date: The Class 1-A-7 Accrual
Termination Date.
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 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,
the applicable Non-PO Percentage and
the Applicable Fraction with respect to
each Mortgage Loan, each Substitute
Mortgage Loan shall be deemed to have an
Adjusted Net Mortgage Rate equal to the
Adjusted Net Mortgage Rate of the Deleted
Mortgage Loan for which it is
substituted.
Advance: The payment required to be made by the Master Servicer
with
respect to any Distribution Date pursuant
to Section 4.01, the amount of any
such payment being equal to the aggregate
of payments of principal and interest
(net of the Master Servicing Fee) on the
Mortgage Loans that were due on the
related Due Date and not received by the
Master Servicer as of the close of
business on the related Determination Date,
together with an amount equivalent
to interest on each Mortgage Loan as to
which the related Mortgaged Property is
a REO Property net of any net income from
such REO Property, less the aggregate
amount of any such delinquent payments that
the Master Servicer has determined
would constitute a Nonrecoverable Advance,
if advanced.
Aggregate Planned Balance: With respect to any group of Planned
Principal Classes or Components and any
Distribution Date, the amount set forth
for such group for such Distribution Date
in Schedule V hereto.
Aggregate Targeted Balance: With respect to any group of
Targeted
Principal Classes or Components and any
Distribution Date, the amount set forth
for such group for such Distribution Date
in Schedule V hereto.
13
<PAGE>
Agreement: This Pooling and Servicing Agreement and all amendments
or
supplements hereto.
Allocable Share: As to any Distribution Date and any Mortgage Loan
(i)
with respect to the Class PO Certificates,
zero and (ii) with respect to each
other Class of Certificates, the product of
(a) the lesser of (I) the ratio that
the related Required Coupon bears to the
Adjusted Net Mortgage Rate of such
Mortgage Loan and (II) one, multiplied by
(b) the ratio that the amount
calculated with respect to such
Distribution Date (A) with respect to the Senior
Certificates of the related Senior
Certificate Group (other than the Class PO
Certificates, if applicable), 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(e))
and (B) with respect to the
Subordinated Certificates, pursuant to the
definition of Assumed Interest Amount
or after the 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(e)) bears to the amount
calculated with respect to such
Distribution Date for each Class of Certificates
pursuant to clause (i) of the definition of
Class Optimal Interest Distribution
Amount (without giving effect to any
reduction of such amount pursuant to
Section 4.02(e)) or the definition of
Assumed Interest Amount, as applicable.
Amount Available for Senior Principal: As to any Distribution Date
and
any Collateral Allocation Group, Available
Funds for such Distribution Date and
Collateral Allocation Group, reduced by the
aggregate amount distributable (or
allocable to a related Accrual Amount, if
applicable) on such Distribution Date
in respect of interest on the related
Senior Certificates pursuant to Section
4.02(a).
Amount Held for Future Distribution: As to any Distribution Date
and
the Mortgage Loans, the aggregate amount
held in the Certificate Account at the
close of business on the related
Determination Date on account of (i) Principal
Prepayments received after the related
Prepayment Period and Liquidation
Proceeds and Subsequent Recoveries received
in the month of such Distribution
Date and (ii) all Scheduled Payments due
after the related Due Date.
Applicable
Credit Support Percentage: As defined in Section 4.02(f).
Applicable Fraction: With respect to any Mortgage Loan and a
Collateral
Allocation Group, the percentage for such
Mortgage Loan and Collateral
Allocation Group set forth on the Mortgage
Loan Schedule and calculated as
follows:
<TABLE>
<CAPTION>
Collateral Allocation
Collateral Allocation
Net Mortgage Rate of the Mortgage Loan
Group 1
Group 2
------------------------------------------
----------------------------
--------------------------------------
<S>
<C>
<C>
less than or equal to 5.50%..........
100.00%
0.00%
8.00% - Net
8.00% - Net
greater than 5.50%...................
Mortgage Rate
100.00% - Mortgage
Rate
-----------------
----------------
2.50%
2.50%
</TABLE>
14
<PAGE>
Appraised Value: With respect to any Mortgage Loan, the Appraised
Value
of the related Mortgaged Property shall be:
(i) with respect to a Mortgage Loan
other than a Refinancing Mortgage Loan, the
lesser of (a) the value of the
Mortgaged Property based upon the appraisal
made at the time of the origination
of such Mortgage Loan and (b) the sale
price of the Mortgaged Property at the
time of the origination of such Mortgage
Loan; (ii) with respect to a
Refinancing Mortgage Loan other than a
Streamlined Documentation Mortgage Loan,
the value of the Mortgaged Property based
upon the appraisal made-at the time of
the origination of such Refinancing
Mortgage Loan; and (iii) with respect to a
Streamlined Documentation Mortgage Loan,
(a) if the loan-to-value ratio with
respect to the Original Mortgage Loan at
the time of the origination thereof was
80% or less and the loan amount of the new
mortgage loan is $650,000 or less,
the value of the Mortgaged Property based
upon the appraisal made at the time of
the origination of the Original Mortgage
Loan and (b) if the loan-to-value ratio
with respect to the Original Mortgage Loan
at the time of the origination
thereof was greater than 80% or the loan
amount of the new loan being originated
is greater than $650,000, the value of the
Mortgaged Property based upon the
appraisal (which may be a drive-by
appraisal) made at the time of the
origination of such Streamlined
Documentation Mortgage Loan.
Assumed
Balance: With respect to any Distribution Date, Class of
Subordinated Certificates and Collateral
Allocation Group, each such Class' pro
rata interest (based on their respective
Class Certificate Balances) in such
Collateral Allocation Group equal to the
product of the Subordinated Percentage
for such Collateral Allocation Group as of
such Distribution Date and the
aggregate of the applicable Non-PO
Percentage of the Applicable Fraction of the
Stated Principal Balance of each Mortgage
Loan related to that Collateral
Allocation 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 that
Due Date).
Assumed Interest Amount: With respect to any Distribution Date
and
Class of Subordinated Certificates, one
month's interest accrued during the
related Interest Accrual Period at the
Pass-Through Rate for such Class on the
applicable Assumed Balance immediately
prior to that Distribution Date.
Auction Excess Proceeds: With respect to a Successful Auction,
the
excess of the purchase price paid by the
Winning Bidder over the Minimum Bid
Price.
Available Funds: As to any Distribution Date and the Mortgage
Loans
related to a Collateral Allocation Group,
the sum of the related Applicable
Fractions of each of the following amounts:
(a) the aggregate amount held in the
Certificate Account at the close of
business on the related Determination Date,
including any Subsequent Recoveries, in
respect of such Mortgage Loans, net of
the related Amount Held for Future
Distribution and net of amounts permitted to
be withdrawn from the Certificate Account
pursuant to clauses (i) - (viii),
inclusive, of Section 3.08(a) in respect of
such Mortgage Loans and amounts
permitted to be withdrawn from the
Distribution Account pursuant to clauses (i)
- (v), inclusive, of Section 3.08(b) in
respect of such Mortgage Loans, (b) the
amount of the related Advance, and (c) in
connection with Defective Mortgage
Loans, the aggregate of the Purchase Prices
and Substitution Adjustment Amounts
deposited on the related Distribution
Account Deposit Date; provided, however,
that following the Senior Termination Date,
Available Funds with respect to the
Collateral Allocation Group relating to the
remaining Senior Certificate Group
shall include the Available Funds from
the
15
<PAGE>
other Collateral Allocation Group after all
distributions are made on the
Senior Certificates of the other Senior
Certificate Group and on any
Distribution Date thereafter, Available
Funds shall be calculated based upon
all the Mortgage Loans in the Mortgage
Pool, as opposed to the Mortgage Loans
in the related Collateral Allocation
Group.
Bankruptcy Code: The United States Bankruptcy Reform Act of 1978,
as
amended.
Bid Date: As specified
in Section 9.04(b).
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.
Calculation Rate: For each Distribution Date, the product of (i) 10
and
(ii) the weighted average rate of the
outstanding Class A and Class B Interests,
treating each Class A Interest as capped at
zero or reduced by a fixed
percentage of 100% of the interest accruing
on such Class A Interest.
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
2005-19, Mortgage Pass-Through Certificates
Series 2005-19."
Certificate Balance: With respect to any Certificate, other than
a
Notional Amount Certificates, at any date,
the maximum dollar amount of
principal to which the Holder thereof is
then entitled hereunder, such amount
being equal to the Denomination thereof (A)
plus any increase in the Certificate
Balance of such Certificate pursuant to
Section 4.02 due to the receipt of
Subsequent Recoveries, (B) minus the sum of
(i) all distributions of principal
previously made with respect thereto and
(ii) all Realized Losses allocated
thereto and, in the case of any
Subordinated Certificates, all other reductions
in Certificate Balance previously allocated
thereto pursuant to Section 4.04 and
(C) in the case of any Class of Accrual
Certificates, increased by the Accrual
Amount added to the Class Certificate
Balance of such Class prior to such date.
The Notional Amount Certificates have no
Certificate Balances.
Certificate Group: The Group 1 Certificates or Group 2
Certificates,
as the context requires.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person
who is the beneficial owner of such
Book-Entry Certificate. For the purposes of
this Agreement, in order for
16
<PAGE>
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 1-A-7 Accretion Direction Rule: On each Distribution Date up
to
and including the Class 1-A-7 Accrual
Termination Date, the Class 1-A-7 Accrual
Amount will be distributed as principal
first concurrently, to the Class 1-A-1
and Class 1-A-6 Certificates, pro rata,
until their respective Class Certificate
Balances are reduced to zero, and then to
the Class 1-A-7 Certificates.
Class 1-A-7 Accrual Amount: With respect to the Class 1-A-7
Certificates and any Distribution Date
prior to the Class 1-A-7 Accrual
Termination Date, the amount allocable to
interest on such Class of Certificates
with respect to such Distribution Date
pursuant to Section 4.02(a)(1)(ii).
Class 1-A-7 Accrual Termination Date: With respect to the Class
1-A-7
Certificates, the earlier of the Senior
Credit Support Depletion Date and the
Distribution Date on which the Class
Certificate Balances of the Class 1-A-1 and
Class 1-A-6 Certificates are reduced to
zero.
Class 1-A-8 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 Collateral Allocation Group 1
and Collateral Allocation Group 2, (B)
the Shift Percentage and (C) the Class
1-A-8 Priority Percentage and (ii) the
product of (A) the Unscheduled Principal
Distribution Amount for Collateral
Allocation Group 1 and Collateral
Allocation Group 2, (B) the Shift Percentage
and (C) the Class 1-A-8 Priority
Percentage.
Class 1-A-8 Priority Percentage: As to any Distribution Date,
the
percentage equivalent of a fraction, the
numerator of which is the sum of (x)
the Class Certificate Balance of the Class
1-A-8 Certificates immediately prior
to such Distribution Date and (y)
$20,000,000, and the denominator of which is
the Non-PO Pool Balance for Collateral
Allocation Group 1 and
17
<PAGE>
Collateral Allocation Group 2 as of the Due
Date in the month preceding the
month of such Distribution Date (after
giving effect to principal prepayments
on the Mortgage Loans received in the
Prepayment Period related to the prior
Due Date).
Class 1-A-9 and Class 1-A-10 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
Collateral Allocation Group 1 and Collateral
Allocation Group 2, (B) the Shift
Percentage and (C) the Class 1-A-9 and Class
1-A-10 Priority Percentage and (ii) the
product of (A) the Unscheduled Principal
Distribution Amount for Collateral
Allocation Group 1 and Collateral Allocation
Group 2, (B) the Shift Percentage and (C)
the Class 1-A-9 and Class 1-A-10
Priority Percentage.
Class 1-A-9 and Class 1-A-10 Priority Percentage: As to any
Distribution Date, the percentage
equivalent of a fraction, the numerator of
which is the aggregate Class Certificate
Balance of the Class 1-A-9 and Class
1-A-10 Certificates immediately prior to
such Distribution Date, and the
denominator of which is the Non-PO Pool
Balance for Collateral Allocation Group
1 and Collateral Allocation Group 2 as of
the Due Date in the month preceding
the month of such Distribution Date (after
giving effect to principal
prepayments on the Mortgage Loans received
in the Prepayment Period related to
the prior Due Date).
Class C 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 2005-19
Mortgage Pass-Through Certificates, Series
2005-19." Funds in the Class C
Distribution Account shall be held in trust
for the Class C Certificateholders
for the uses and purposes set forth in this
Agreement.
Class Certificate Balance: With respect to any Class and as to any
date
of determination, the aggregate of the
Certificate Balances of all Certificates
of such Class as of such date.
Class Interest Shortfall: As to any Distribution Date and Class,
the
amount by which the amount described in
clause (i) of the definition of Class
Optimal Interest Distribution Amount for
such Class exceeds the amount of
interest actually distributed on such Class
on such Distribution Date pursuant
to such clause (i).
Class Optimal Interest Distribution Amount: With respect to any
Distribution Date and interest bearing
Class or Component, the sum of (i) one
month's interest accrued during the related
Interest Accrual Period at the
Pass-Through Rate for such Class on the
related Class Certificate Balance,
Component Balance, Notional Amount or
Component Notional Amount, as applicable,
subject to reduction as provided in Section
4.02(e) and (ii) any Class Unpaid
Interest Amounts for such Class or
Component.
Class PO Deferred Amount: As to any Distribution Date, the
aggregate of
the applicable PO Percentage of each
Realized Loss on a Discount Mortgage Loan
to be allocated to the Class PO
Certificates on such Distribution Date on or
prior to the Senior Credit Support
Depletion Date or previously allocated to the
Class PO Certificates and not yet paid to
the Holders of the Class PO
Certificates.
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<PAGE>
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: July 28,
2005.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
COFI: The Monthly Weighted Average Cost of Funds Index for the
Eleventh District Savings Institutions
published by the Federal Home Loan Bank
of San Francisco.
COFI Certificates: As specified in the Preliminary Statement.
Collateral Allocation Group: Either of Collateral Allocation Group
1
or Collateral Allocation Group 2, as
applicable.
Collateral Allocation Group 1: The respective Applicable Fractions
of
the Mortgage Loans so identified on the
Mortgage Loan Schedule.
Collateral Allocation Group 1 Mortgage Loans: The Mortgage Loans
or
Applicable Fractions thereof in Collateral
Allocation Group 1.
Collateral Allocation Group 2: The respective Applicable Fractions
of
the Mortgage Loans so identified on the
Mortgage Loan Schedule.
Collateral Allocation Group 2 Mortgage Loans: The Mortgage Loans
or
Applicable Fractions thereof in Collateral
Allocation Group 2.
Collateral Allocation Group Principal Balance: As to any
Distribution
Date and Collateral Allocation Group, the
aggregate of the Applicable Fractions
of the Stated Principal Balances of the
Mortgage Loans related to that
Collateral Allocation Group as of the Due
Date in the month preceding the month
of the Distribution Date, after giving
effect to Principal Prepayments received
in the Prepayment Period related to such
Due Date.
Compensating Interest: As to any Distribution Date, an amount equal
to
the product of one-twelfth of 0.125% and
the aggregate Stated Principal Balance
of the Mortgage Loans as of the Due Date in
the prior calendar month.
Component: As
specified in the Preliminary Statement.
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<PAGE>
Component Balance: With respect to any Component and any
Distribution
Date, the Initial Component Balance thereof
on the Closing Date, (A) plus any
increase in the Component Balance of such
Component pursuant to Section 4.02 due
to the receipt of Subsequent Recoveries,
(B) minus the sum of all amounts
applied in reduction of the principal
balance of such Component and Realized
Losses allocated thereto on previous
Distribution Dates.
Component Certificates: As specified in the Preliminary
Statement.
Component Notional Amount: Not applicable.
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
2005-19, 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.
Countrywide Servicing: Countrywide Home Loans Servicing LP, a
Texas
limited partnership, and its successors and
assigns.
Cross-Over Situation: For any Distribution Date and for each
Collateral
Allocation Group (after taking into account
principal distributions on such
Distribution Date) a situation in which the
Class A and Class B Interests
corresponding to any Collateral Allocation
Group are in the aggregate less than
1% of the Subordinate Portion of the
Collateral Allocation Group to which they
correspond.
Cut-off Date: With respect to any Mortgage Loan, the later of (i)
the
date of origination of such Mortgage Loan
and (ii) July 1, 2005.
Cut-off Date Pool Principal Balance: $400,523,864.34.
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<PAGE>
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.
Deceased Holder: Not
applicable.
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.
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 15th day of
the
month in which such Distribution Date
occurs or, if such 15th day is not a
Business Day, the immediately preceding
Business Day.
Discount Mortgage Loan: Any Mortgage Loan with an Adjusted Net
Mortgage
Rate that is less than the Required Coupon
for Collateral Allocation Group 1.
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<PAGE>
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 2005-19
Mortgage Pass-Through Certificates, Series
2005-19." 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 August 2005.
Due Date: With respect to any Distribution Date, the first day of
the
calendar month in which that Distribution
Date occurs.
Due Period: With respect to a Mortgage Loan, the period beginning
on
the second day of the calendar month
preceding the month in which such
Distribution Date occurs and ending on the
first day of the calendar month in
which such Distribution Date occurs.
Eligible Account: Any of (i) an account or accounts maintained with
a
federal or state chartered depository
institution or trust company, the
short-term unsecured debt obligations of
which (or, in the case of a depository
institution or trust company that is the
principal subsidiary of a holding
company, the debt obligations of such
holding company) have the highest
short-term ratings of Moody's or Fitch and
one of the two highest short-term
ratings of S&P, if S&P is a Rating
Agency, at the time any amounts are held on
deposit therein, or (ii) an account or
accounts in a depository institution or
trust company in which such accounts are
insured by the FDIC (to the limits
established by the FDIC) and the uninsured
deposits in which accounts are
otherwise secured such that, as evidenced
by an Opinion of Counsel delivered to
the Trustee and to each Rating Agency, the
Certificateholders have a claim with
respect to the funds in such account or a
perfected first priority security
interest against any collateral (which
shall be limited to Permitted
Investments) securing such funds that is
superior to claims of any other
depositors or creditors of the depository
institution or trust company in which
such account is maintained, or (iii) a
trust account or accounts maintained with
(a) the trust department of a federal or
state chartered depository institution
or (b) a trust company, acting in its
fiduciary capacity or (iv) any other
account acceptable to each Rating Agency.
Eligible Accounts may bear interest,
and may include, if otherwise qualified
under this definition, accounts
maintained with the Trustee.
Eligible Repurchase Month: As defined in Section 3.11
hereof.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that
meets the requirements of an
Underwriter's Exemption.
ERISA-Restricted Certificate: As specified in the Preliminary
Statement.
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<PAGE>
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 Master Servicing 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.
IO REMIC: As described in the Preliminary Statement.
IO REMIC Interest: Any one of the IO REMIC Interests or the
IO-A-R
Interest.
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<PAGE>
IO REMIC Regular Interest: Any one of the "regular interests" in
the
IO REMIC described 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 REMIC
Regular Interest(s) 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 REMIC Regular
Interest(s) 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.
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<PAGE>
LIBOR Certificates: As
specified in the Preliminary Statement.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan (including any REO
Property) 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.
Living Holders: Not
applicable.
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 REMIC: As described in the Preliminary Statement.
Master Servicer: Countrywide Home Loans Servicing LP, a Texas
limited
partnership, and its successors and
assigns, in its capacity as master
servicer hereunder.
Master Servicer Advance Date: As to any Distribution Date, 12:30
p.m.
Pacific time on the Business Day
immediately preceding such Distribution Date.
Master Servicer Remittance Date: As to any Distribution Date, the
18th
day of the calendar month in which such
Distribution Date occurs, or if such
18th day is not a Business Day, the next
succeeding Business Day.
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
25
<PAGE>
Mortgage Loan as of the Due Date in the
month preceding the month of
such Distribution Date, subject to
reduction as provided in Section 3.14.
Master Servicing Fee Rate: With respect to each Mortgage Loan,
0.20%
per annum.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation
organized and existing under the laws of
the State of Delaware, or any
successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on
the
MERS System.
MERS(R) System: The system of recording transfers of mortgages
electronically maintained by MERS.
MIN: The Mortgage
Identification Number for any MERS Mortgage Loan.
Minimum Bid Price: An amount equal to (1) the aggregate Class
Certificate Balance of the Certificates,
(2) interest accrued and unpaid on the
Certificates and (3) any unreimbursed
Advances, Servicing Advances, fees and
expenses of the Master Servicer and the
Trustee (including any expenses related
to any auctions).
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:
(i)
the loan number;
26
<PAGE>
(ii) the
Mortgagor's name and the street address of the
Mortgaged Property, including the zip code;
(iii) the
maturity date;
(iv) the
original principal balance;
(v)
the Cut-off Date Principal Balance;
(vi) the
first payment date of the Mortgage Loan;
(vii) the
Scheduled Payment in effect as of the Cut-off Date;
(viii) the
Loan-to-Value Ratio at origination;
(ix) a
code indicating whether the residential dwelling at
the time of origination was represented to be
owner-occupied;
(x)
a code indicating whether the residential dwelling is
either (a) a detached single family dwelling (b) a
dwelling in a de minimis PUD, (c) a condominium unit or
PUD (other than a de minimis PUD), (d) a two- to
four-unit residential property or (e) a Cooperative
Unit;
(xi) the
Mortgage Rate;
(xii) a code
indicating whether the Mortgage Loan is a 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;
(xiii) the purpose for
the Mortgage Loan;
(xiv) the type
of documentation program pursuant to which the
Mortgage Loan was originated;
(xv) a
code indicating whether the Mortgage Loan is a MERS
Mortgage Loan; and
(xvi) a code
identifying the related Collateral Allocation
Group or Collateral Allocation Groups for such Mortgage
Loan and the Applicable Fraction(s) of such Mortgage
Loan in the applicable Collateral Allocation Group(s).
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.
27
<PAGE>
Mortgage Pool: The aggregate of the Mortgage Loans identified in
the
Mortgage Loan Schedule.
Mortgage Rate: The annual rate of interest borne by a Mortgage
Note
from time to time, net of any interest
premium charged by the mortgagee to
obtain or maintain any Primary Insurance
Policy.
Mortgaged Property: The underlying property securing a Mortgage
Loan,
which, with respect to a Cooperative Loan,
is the related Coop Shares and
Proprietary Lease.
Mortgagor: The
obligor(s) on a Mortgage Note.
National Cost of Funds Index: The National Monthly Median Cost
of
Funds Ratio to SAIF-Insured Institutions
published by the Office of Thrift
Supervision.
Net Prepayment Interest Shortfalls: As to any Distribution Date,
the
amount by which the aggregate of Prepayment
Interest Shortfalls during the
related Prepayment Period exceeds an amount
equal to the Compensating Interest
and Distribution Date.
Non-Delay Certificates: As specified in the Preliminary
Statement.
Non-Discount Mortgage Loan: Any Mortgage Loan with an Adjusted
Net
Mortgage Rate that is greater than or equal
to the Required Coupon for
Collateral Allocation Group 1.
Non-PO Formula Principal Amount: As to any Distribution Date
and
Collateral Allocation Group, the sum of (i)
the applicable Non-PO Percentage of
the Applicable Fraction of (a) the
principal portion of each Scheduled Payment
(without giving effect to any reductions
thereof caused by any Debt Service
Reductions or Deficient Valuations) due on
each Mortgage Loan on the related Due
Date, (b) the Stated Principal Balance of
each Mortgage Loan that was
repurchased by the Seller or purchased by
the Master Servicer pursuant to this
Agreement as of such Distribution Date, (c)
the Substitution Adjustment Amount
in connection with any Deleted Mortgage
Loan received with respect to such
Distribution Date, (d) any Insurance
Proceeds or Liquidation Proceeds allocable
to recoveries of principal of Mortgage
Loans that are not yet Liquidated
Mortgage Loans received during the calendar
month preceding the month of such
Distribution Date, (e) with respect to each
Mortgage Loan that became a
Liquidated Mortgage Loan during the
calendar month preceding the month of such
Distribution Date, the amount of the
Liquidation Proceeds allocable to principal
received during the calendar month
preceding the month of such Distribution Date
with respect to such Mortgage Loan and (f)
all Principal Prepayments received
during the related Prepayment Period, and
(ii) (A) any Subsequent Recoveries
received on the Mortgage Loans during the
calendar month preceding the month of
such Distribution Date, or (B) with respect
to Subsequent Recoveries
attributable to a Discount Mortgage Loan
which incurred a Realized Loss after
the Senior Credit Support Depletion Date,
the Non-PO Percentage of any
Subsequent Recoveries received during the
calendar month preceding the month of
such Distribution Date.
Non-PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage) the numerator
of which is the Adjusted Net Mortgage
Rate of such Discount
28
<PAGE>
Mortgage Loan and the denominator of which
is the Required Coupon for
Collateral Allocation Group 1. As to any
Non-Discount Mortgage Loan, 100%.
Non-PO Pool Balance: As to any Collateral Allocation Group and
Due
Date, the amount equal to the excess, if
any, of (i) the aggregate of the
Applicable Fractions of the Stated
Principal Balance of all Mortgage Loans
related to that Collateral Allocation Group
over (ii) in the case of Collateral
Allocation Group 1, the sum of the PO
Percentage of the Stated Principal Balance
of each Discount Mortgage Loan.
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: For Class 2-A-3 and Class 2-A-4 Certificates for
any
Distribution Date, an amount equal to the
aggregate Class Certificate Balance of
the Class 2-A-1 and Class 2-A-2
Certificates immediately prior to such
Distribution Date.
Notional Amount Certificates: As specified in the Preliminary
Statement.
Offered Certificates:
As specified in the Preliminary Statement.
Officer's Certificate: A certificate (i) in the case of the
Depositor,
signed by the Chairman of the Board, the
Vice Chairman of the Board, the
President, a Managing Director, a Vice
President (however denominated), an
Assistant Vice President, the Treasurer,
the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the
Depositor, (ii) in the case of the
Master Servicer, signed by the President,
an Executive Vice President, a Vice
President, an Assistant Vice President, the
Treasurer, or one of the Assistant
Treasurers or Assistant Secretaries of
Countrywide GP, Inc., its general partner
or (iii) if provided for in this Agreement,
signed by a Servicing Officer, as
the case may be, and delivered to the
Depositor and the Trustee, as the case may
be, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be
counsel
for the Depositor 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 trust created
hereunder in
connection with the purchase of the
Mortgage Loans pursuant to Section 9.01(a)
hereof.
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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 M...................3.95%
Class B-1.................1.40%
Class B-2.................0.80%
Class B-3.................0.50%
Class B-4.................0.30%
Class B-5.................0.15%
Original Mortgage Loan: The mortgage loan refinanced in
connection
with the origination of a Refinancing
Mortgage Loan.
Original Subordinate Principal Balance: On or prior to the
Senior
Termination Date, the Subordinated
Percentage for a Collateral Allocation Group
of the aggregate of the applicable Non-PO
Percentage of the Applicable Fractions
of the Stated Principal Balances of the
Mortgage Loans related to such
Collateral Allocation Group, in each case
as of the Cut-off Date; or if such
date is after the Senior Termination Date,
the aggregate of the Class
Certificate Balances of the Subordinated
Certificates as of the Closing Date.
OTS: The Office of
Thrift Supervision.
Outside Reference Date: As to any Interest Accrual Period for
the
COFI Certificates, the close of business on
the tenth day thereof.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore
executed and authenticated under
this Agreement except:
(i) Certificates theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; and
(ii) Certificates in exchange for which or in lieu of which
other Certificates have been executed and delivered by the
Trustee pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with
a
Stated Principal Balance greater than zero,
which was not the subject of a
Principal Prepayment in Full as of the last
day of 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.
Pass-Through Rate: For any interest bearing Class of Certificates
or
Component, the per annum rate set forth or
calculated in the manner described in
the Preliminary Statement.
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<PAGE>
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:
(i) obligations of the United States or any agency thereof,
provided such obligations are backed by the full faith and
credit of the United States;
(ii) general obligations of or obligations guaranteed by any
state of the United States or the District of Columbia
receiving the highest long-term debt rating of each Rating
Agency, or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to the
Certificates by each Rating Agency;
(iii) commercial or finance company paper which is then
receiving the highest commercial or finance company paper
rating of each Rating Agency, or such lower rating as will not
result in the downgrading or withdrawal of the ratings then
assigned to the Certificates by each Rating Agency;
(iv) certificates of deposit, demand or time deposits, or
bankers' acceptances issued by any depository institution or
trust company incorporated under the laws of the United States
or of any state thereof and subject to supervision and
examination by federal and/or state banking authorities,
provided that the commercial paper and/or long term unsecured
debt obligations of such depository institution or trust
company (or in the case of the principal depository
institution in a holding company system, the commercial paper
or long-term unsecured debt obligations of such holding
company, but only if Moody's is not a Rating Agency) are then
rated one of the two highest long-term and the highest
short-term ratings of each Rating Agency for such securities,
or such lower ratings as will not result in the downgrading or
withdrawal of the rating then assigned to the Certificates by
either Rating Agency;
(v) repurchase obligations with respect to any security
described in clauses (i) and (ii) above, in either case
entered into with a depository institution or trust company
(acting as principal) described in clause (iv) above;
(vi) units of a taxable money-market portfolio having the
highest rating assigned by each Rating Agency (except if Fitch
is a Rating Agency and has not rated the portfolio, the
highest rating assigned by Moody's) and restricted to
obligations issued or guaranteed by the United States of
America or entities whose obligations are backed by the full
faith and credit of the United States of America and
repurchase agreements collateralized by such obligations; and
(vii) such other relatively risk free investments bearing
interest or sold at a discount acceptable to each Rating
Agency as will not result in the downgrading
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<PAGE>
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,
association, limited liability company,
joint-stock company, trust,
unincorporated organization or government,
or any agency or political
subdivision thereof.
Physical Certificate:
As specified in the Preliminary Statement.
Planned Balance:
With respect to any group of Planned Principal Classes
or Components in the aggregate and any
Distribution Date appearing in Schedule V
hereto, the Aggregate Planned Balance for
such group and Distribution Date. With
respect to any other Planned Principal
Class or Component and any Distribution
Date appearing in Schedule V hereto, the
applicable amount appearing opposite
such Distribution Date for such Class or
Component.
Planned Principal Classes: As specified in the Preliminary
Statement.
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<PAGE>
Planned Principal Components: As specified in the Preliminary
Statement.
PO Formula Principal Amount: As to any Distribution Date and the
Class
PO Certificates, the sum of (i) the
applicable PO Percentage of the Applicable
Fraction with respect to Collateral
Allocation Group 1 of each of the following:
(a) the principal portion of each Scheduled
Payment (without giving effect to
any reductions thereof caused by any Debt
Service Reductions or Deficient
Valuations) due on each Mortgage Loan on
the related Due Date, (b) the Stated
Principal Balance of each Mortgage Loan
that was repurchased by the Seller or
purchased by the Master Servicer pursuant
to this Agreement as of such
Distribution Date, (c) the Substitution
Adjustment Amount in connection with any
Deleted Mortgage Loan received with respect
to such Distribution Date, (d) any
Insurance Proceeds or Liquidation Proceeds
allocable to recoveries of principal
of Mortgage Loans that are not yet
Liquidated Mortgage Loans received during the
calendar month preceding the month of such
Distribution Date, (e) with respect
to each Mortgage Loan that became a
Liquidated Mortgage Loan during the month
preceding the calendar month of such
Distribution Date, the amount of
Liquidation Proceeds allocable to principal
received with respect to such
Mortgage Loan during the 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 received
during the related Prepayment Period, and
(ii) with respect to Subsequent Recoveries
attributable to a Discount Mortgage
Loan which incurred a Realized Loss after
the Senior Credit Support Depletion
Date, the PO Percentage of any such
Subsequent Recoveries received during the
calendar month preceding the month of such
Distribution Date.
PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed
as a percentage) the numerator of which is
the excess of the Required Coupon for
Collateral Allocation Group 1 over the
Adjusted Net Mortgage Rate of such
Discount Mortgage Loan and the denominator
of which is such Required Coupon. As
to any Non-Discount Mortgage Loan, 0%.
Pool Stated Principal Balance: The aggregate of the Stated
Principal
Balances of the Outstanding Mortgage
Loans.
Prepayment Interest Shortfall: As to any Distribution Date, any
Mortgage Loan and any Principal Prepayment
received in the portion of the
Prepayment Period occurring in the calendar
month prior to the month of such
Distribution Date, the amount, if any, by
which one month's interest at the
related Mortgage Rate, net of the related
Master Servicing Fee Rate, on such
Principal Prepayment exceeds the amount of
interest paid in connection with such
Principal Prepayment.
Prepayment Period: As to any Distribution Date, the period
beginning on
the second day of the calendar month
preceding the month in which such
Distribution Date occurs and ending on the
first day of the calendar month in
which such Distribution Date occurs.
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.
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<PAGE>
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 Collateral
Allocation
Group to a Subsidiary REMIC Regular
Interest other than a Regular Interest
corresponding to that Collateral Allocation
Group as provided in the Preliminary
Statement. Principal Relocation Payments
from a Collateral Allocation Group
shall be made of the amounts in respect of
principal from the Mortgage Loans of
the Collateral Allocation Group and shall
include a proportionate allocation of
the Realized Losses from the Mortgage Loans
of the Collateral Allocation Group.
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 July 25, 2005 generally relating
to
mortgage pass-through certificates to be
sold by the Depositor.
Prospectus Supplement: The Prospectus Supplement dated July 26,
2005
relating to the Offered Certificates.
PUD: Planned Unit
Development.
Purchase Price: With respect to any Mortgage Loan required to
be
purchased by the Seller pursuant to Section
2.02 or 2.03 hereof or purchased at
the option of the Master Servicer pursuant
to Section 3.11, an amount equal to
the sum of (i) 100% of the unpaid principal
balance of the Mortgage Loan on the
date of such purchase, (ii) accrued
interest thereon at the applicable Mortgage
Rate (or at the applicable Adjusted
Mortgage Rate if (x) the purchaser is the
Master Servicer or (y) if the purchaser is
Countrywide and Countrywide is an
affiliate of the Master Servicer) from the
date through which interest was last
paid by the Mortgagor to the Due Date
in
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<PAGE>
the month in which the Purchase Price is to
be distributed to
Certificateholders and (iii) costs and
damages incurred by the Trust Fund in
connection with a repurchase pursuant to
Section 2.03 hereof that arises out
of a violation of any predatory or abusive
lending law with respect to the
related Mortgage Loan.
Qualified Bidder: Any nationally-recognized broker dealer other
than
the Seller, the Master Servicer and any of
their respective Affiliates.
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.
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<PAGE>
Recognition Agreement:
With respect to any Cooperative Loan, an
agreement between the Cooperative
Corporation and the originator of such
Mortgage Loan which establishes the rights
of such originator in the Cooperative
Property.
Record Date: With respect to any Distribution Date, the close
of
business on the last Business Day of the
month preceding the month in which such
Distribution Date occurs.
Reference Bank: As
defined in Section 4.08(b).
Refinancing Mortgage Loan: Any Mortgage Loan originated in
connection
with the refinancing of an existing
mortgage loan.
Regular Certificates:
As specified in the Preliminary Statement.
Relief Act: The Servicemembers Civil Relief Act and similar state
or
local laws.
Relief Act Reductions: With respect to any Distribution Date and
any
Mortgage Loan as to which there has been a
reduction in the amount of interest
collectible thereon for the most recently
ended calendar month as a result of
the application of the Relief Act, the
amount, if any, by which (i) interest
collectible on such Mortgage Loan for the
most recently ended calendar month is
less than (ii) interest accrued thereon for
such month pursuant to the Mortgage
Note.
REMIC: A "real estate mortgage investment conduit" within the
meaning
of section 860D of the Code.
REMIC Change of Law: Any proposed, temporary or final
regulation,
revenue ruling, revenue procedure or other
official announcement or
interpretation relating to REMICs and the
REMIC Provisions issued after the
Closing Date.
REMIC Provisions: Provisions of the federal income tax law relating
to
real estate mortgage investment conduits,
which appear at sections 860A through
860G of Subchapter M of Chapter 1 of the
Code, and related provisions, and
regulations promulgated thereunder, as the
foregoing may be in effect from time
to time as well as provisions of applicable
state laws.
REO Property: A Mortgaged Property acquired by the Trust Fund
through
foreclosure or deed-in-lieu of foreclosure
in connection with a defaulted
Mortgage Loan.
Request for Release: The Request for Release submitted by the
Master
Servicer to the Trustee, substantially in
the form of Exhibits M and N, as
appropriate.
Required
Coupon: With respect to Collateral Allocation Group 1, 5.50%
per annum, and with respect to Collateral
Allocation Group 2, 8.00% per annum.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy that is required to be
maintained from time to time under this
Agreement.
Residual Certificates:
As specified in the Preliminary Statement.
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<PAGE>
Responsible Officer: When used with respect to the Trustee, any
Vice
President, any Assistant Vice President,
the Secretary, any Assistant Secretary,
any Trust Officer or any other officer of
the Trustee customarily performing
functions similar to those performed by any
of the above designated officers and
also to whom, with respect to a particular
matter, such matter is referred
because of such officer's knowledge of and
familiarity with the particular
subject.
Restricted Classes: As
defined in Section 4.02(f).
Scheduled Balances: With respect to any Planned Principal Classes
or
Components and Targeted Principal Classes
or Components set forth in the
Preliminary Statement and any Distribution
Date, the amount set forth on
Schedule V hereto for those Classes or
Components and Distribution Date.
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 Collateral Allocation Group, an amount
equal to the sum of the Non-PO
Percentage of the Applicable Fractions of
all amounts described in subclauses
(a) through (d) of clause (i) of the
definition of "Non-PO Formula Principal
Amount" for such Collateral Allocation
Group and Distribution Date.
Securities Act: The
Securities Act of 1933, as amended.
Seller: EMC Mortgage Corporation, a Delaware corporation, and
its
successors and assigns, in its capacity as
the seller of the Mortgage Loans to
the Depositor.
Senior Certificate Group: As specified in the Preliminary
Statement.
Senior Certificates:
As specified in the Preliminary Statement.
Senior Credit Support Depletion Date: The date on which the
Class
Certificate Balance of each Class of
Subordinated Certificates has been reduced
to zero.
Senior Percentage: As to any Senior Certificate Group and
Distribution
Date, the percentage equivalent of a
fraction the numerator of which is the
aggregate Class Certificate Balance of such
Senior Certificate Group (other than
the Class PO Certificates, if applicable)
immediately prior to such Distribution
Date and the denominator of which is the
aggregate of the applicable Non-PO
Percentage of the Applicable Fraction of
the Stated Principal Balance of each
Mortgage Loan in the related Collateral
Allocation Group as of the Due Date
occurring in the month prior to the month
of such Distribution Date (after
giving effect to Principal Prepayments
received in the Prepayment Period related
to that Due Date); provided, however, that
on any Distribution Date after the
Senior Termination Date, the Senior
Percentage for the remaining Senior
Certificate Group is the percentage
equivalent of a fraction, the numerator of
which is the
37
<PAGE>
aggregate Class Certificate Balance of such
remaining Senior Certificate Group
immediately prior to such Distribution Date
(other than the Class PO
Certificates, if applicable) and the
denominator of which is the aggregate of
the Class Certificate Balances of all
Classes of Certificates (other than the
Class PO Certificates), immediately prior
to such Distribution Date.
Senior Prepayment Percentage: As to a Senior Certificate Group and
any
Distribution Date during the five years
beginning on the first Distribution
Date, 100%. The Senior Prepayment
Percentage for any Distribution Date occurring
on or after the fifth anniversary of the
first Distribution Date will, except as
provided herein, be as follows: for any
Distribution Date in the first year
thereafter, the related Senior Percentage
plus 70% of the related Subordinated
Percentage for such Distribution Date; for
any Distribution Date in the second
year thereafter, the related Senior
Percentage plus 60% of the related
Subordinated Percentage for such
Distribution Date; for any Distribution Date in
the third year thereafter, the related
Senior Percentage plus 40% of the related
Subordinated Percentage for such
Distribution Date; for any Distribution Date in
the fourth year thereafter, the related
Senior Percentage plus 20% of the
related Subordinated Percentage for such
Distribution Date; and for any
Distribution Date thereafter, the related
Senior Percentage for such
Distribution Date (unless on any
Distribution Date the Senior Percentage exceeds
the initial Senior Percentage of such
Senior Certificate Group, in which case
the Senior Prepayment Percentage for each
Collateral Allocation Group for such
Distribution Date will once again equal
100%). Notwithstanding the foregoing, no
decrease in any Senior Prepayment
Percentage will occur unless both of the
Senior Step Down Conditions are satisfied
with respect to each of the Collateral
Allocation Groups.
Senior Principal Distribution Amount: As to any Distribution Date
and
Collateral Allocation Group, the sum of (i)
the related Senior Percentage of the
applicable Non-PO Percentage of the
Applicable Fraction of all amounts described
in subclauses (a) through (d) of clause (i)
of the definition of "Non-PO Formula
Principal Amount" with respect to that
Collateral Allocation Group for such
Distribution Date, (ii) with respect to any
Mortgage Loan related to Collateral
Allocation Group that became a Liquidated
Mortgage Loan during the calendar
month preceding the month of such
Distribution Date, the portion (by Applicable
Fraction) allocable to that Collateral
Allocation Group of 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 related Senior Prepayment
Percentage of the applicable Non-PO
Percentage of the Applicable Fractions of
the amounts described in subclause (f)
of clause (i) of the definition of "Non-PO
Formula Principal Amount" with
respect to that Collateral Allocation Group
for such Distribution Date plus (y)
the Senior Prepayment Percentage for the
related Senior Certificate Group of any
Subsequent Recoveries on the Mortgage Loans
allocable (based on the Applicable
Fraction) to that Collateral Allocation
Group described in clause (ii) of the
definition of "Non-PO Formula Principal
Amount" for such Distribution Date;
provided, however, on any Distribution Date
after the 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
Collateral Allocation Groups.
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<PAGE>
Senior Step Down Conditions: With respect to each Collateral Group:
(i)
the outstanding principal balance of the
Applicable Fraction of all Mortgage
Loans related to a Collateral Allocation
Group delinquent 60 days or more
(including Mortgage Loans in foreclosure,
REO Property and Mortgage Loans the
mortgagors of which are in bankruptcy)
(averaged over the preceding six month
period), as a percentage of (a) if such
date is on or prior to the Senior
Termination Date, the Subordinated
Percentage for such Collateral Allocation
Group of the aggregate of the applicable
Non-PO Percentage of the aggregate
Applicable Fractions of the Stated
Principal Balance of the Mortgage Loans
related to that Collateral Allocation
Group, or (b) if such date is after the
Senior Termination Date, the aggregate
Class Certificate Balance of the
Subordinated Certificates immediately prior
to such Distribution Date, does not
equal or exceed 50%, and (ii) cumulative
Realized Losses on the Applicable
Fractions of the Mortgage Loans related to
each Collateral Allocation Group do
not exceed: (a) commencing with the
Distribution Date on the fifth anniversary
of the first Distribution Date, 30% of the
Original Subordinate Principal
Balance, (b) commencing with the
Distribution Date on the sixth anniversary of
the first Distribution Date, 35% of the
Original Subordinate Principal Balance,
(c) commencing with the Distribution Date
on the seventh anniversary of the
first Distribution Date, 40% of the
Original Subordinate Principal Balance, (d)
commencing with the Distribution Date on
the eighth anniversary of the first
Distribution Date, 45% of the Original
Subordinate Principal Balance, and (e)
commencing with the Distribution Date on
the ninth anniversary of the first
Distribution Date, 50% of the Original
Subordinate Principal Balance.
Senior Termination Date: The Distribution Date on which the
aggregate
Class Certificate Balance of either of the
Senior Certificate Groups (other than
the Class PO Certificates, if applicable)
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 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%.
S&P: Standard & Poor's Ratings Services, a division of The
McGraw-Hill
Companies, Inc. If S&P is designated as
a Rating Agency in the Preliminary
Statement, for purposes of
39
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Section 10.05(b) the address for notices to
S&P shall be Standard & Poor's, 55
Water Street, New York, New York 10041,
Attention: Mortgage Surveillance
Monitoring, or such other address as
S&P may hereafter furnish to the
Depositor and the Master Servicer.
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 its amortization schedule at that time
relating thereto (before any
adjustment to the 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.
Subordinate Pass-Through Rate: For the Interest Accrual Period for
any
Distribution Date, a per annum rate equal
to (x) the sum of: (i) 5.50%,
multiplied by the excess of the Collateral
Allocation Group Principal Balance
for Collateral Allocation Group 1 as of the
Due Date in the month preceding the
month of that Distribution Date (after
giving effect to Principal Prepayments
received in the Prepayment Period related
to that prior Due Date) over the
aggregate Class Certificate Balance of the
Group 1 Senior Certificates
immediately prior to that Distribution
Date, and (ii) 8.00%, multiplied by the
excess of the Collateral Allocation Group
Principal Balance for Collateral
Allocation Group 2 as of the Due Date in
the month preceding the month of that
Distribution Date (after giving effect to
Principal Prepayments received in the
Prepayment Period related to that prior Due
Date) over the aggregate Class
Certificate Balance of the Group 2 Senior
Certificates immediately prior to that
Distribution Date, divided by (y) the
aggregate of the Class Certificate
Balances of the Subordinated Certificates
immediately prior to that Distribution
Date.
Subordinated Certificates: As specified in the Preliminary
Statement.
Subordinated Portion: For any Distribution Date and for each
Collateral
Allocation Group, the excess of the
Collateral Allocation Group Principal
Balance of such Collateral Allocation Group
for such Distribution Date over the
aggregate Class Certificate Balance of the
Senior Certificates in the related
Senior Certificate Group immediately prior
to such Distribution Date.
Subordinated Percentage: As to any Collateral Allocation Group
and
Distribution Date on or prior to the Senior
Termination Date, 100% minus the
Senior Percentage for the Senior
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Certificate Group relating to such
Collateral Allocation Group for such
Distribution Date. As to any Distribution
Date after the Senior Termination
Date, 100% minus the Senior Percentage for
such Distribution Date.
Subordinated Prepayment Percentage: As to any Distribution Date
and
Collateral Allocation Group, 100% minus the
related Senior Prepayment Percentage
for such Distribution Date.
Subordinated Principal Distribution Amount: With respect to any
Distribution Date and Collateral Allocation
Group, an amount equal to the excess
of (A) the sum, not less than zero, of (i)
the related Subordinated Percentage
of the applicable Non-PO Percentage of the
Applicable Fractions of all amounts
described in subclauses (a) through (d) of
clause (i) of the definition of
"Non-PO Formula Principal Amount" for such
Collateral Allocation Group and
Distribution Date, (ii) with respect to
each Mortgage Loan related to that
Collateral Allocation Group that became a
Liquidated Mortgage Loan during the
calendar month preceding the month of such
Distribution Date, the portion (by
Applicable Fraction) allocable to that
Collateral Allocation Group of 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 related Subordinated
Percentage for such Collateral Allocation
Group of the applicable Non-PO Percentage
of the Stated Principal Balance of
such Mortgage Loan, (iii) the related
Subordinated Prepayment Percentage for
that Collateral Allocation Group of the
applicable Non-PO Percentage of the
Applicable Fractions of all amounts
described in subclause (f) of clause (i) of
the definition of "Non-PO Formula Principal
Amount" for such Collateral
Allocation Group and Distribution Date, and
(iv) the related Subordinated
Prepayment Percentage for that Collateral
Allocation Group of any Subsequent
Recoveries allocable (based upon the
Applicable Fraction) to that Collateral
Allocation Group described in clause (ii)
of the definition of "Non-PO Formula
Principal Amount" for such Collateral
Allocation Group and Distribution Date,
over (B) the amount of any payments in
respect of Class PO Deferred Amounts for
the Class PO Certificates, if applicable,
on the related Distribution Date,
provided, however, that on any Distribution
Date after the Senior Termination
Date, the Subordinated Principal
Distribution Amount will not be calculated by
Collateral Allocation Group but will equal
the amount calculated pursuant to the
formula set forth above based on the
applicable Subordinated Percentage for the
Subordinated Certificates for such
Distribution Date with respect to all of the
Mortgage Loans as opposed to the Applicable
Fractions of the Mortgage Loans.
Subordinate WAC REMIC: As described in the Preliminary
Statement.
Subordinate WAC REMIC Interest: Any one of the Subordinate WAC
REMIC
Interests or the SW-A-R Interest.
Subordinate WAC REMIC Regular Interest: Any one of the "regular
interests" in the Subordinate WAC REMIC
described in the Preliminary Statement.
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
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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 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.
Successful Auction: An auction held pursuant to Section 9.04 hereof
at
which at least three Qualified Bidders
submitted bids and at least the Minimum
Bid Price was bid as the purchase price for
the Mortgage Loans and any related
REO Properties by a Qualified Bidder.
Targeted Balance: With respect to any group of Targeted
Principal
Classes or Components in the aggregate and
any Distribution Date appearing in
Schedule V hereto, the Aggregate Targeted
Balance for such group and
Distribution Date. With respect to any
other Targeted Principal Class or
Component and any Distribution Date
appearing in Schedule V hereto, the
applicable amount appearing opposite such
Distribution Date for such Class or
Component.
Targeted Principal Classes: As specified in the Preliminary
Statement.
Tax Matters Person: The person designated as "tax matters person"
in
the manner provided under Treasury
regulation ss. 1.860F-4(d) and temporary
Treasury regulation ss. 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.
Trust Fund: The corpus of the trust created hereunder consisting of
(i)
the Mortgage Loans and all interest and
principal received on or with respect
thereto after the Cut-off Date to the
extent not applied in computing the
Cut-off Date Principal Balance thereof;
(ii) the Certificate Account, the
Distribution Account and all amounts
deposited therein pursuant to the
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<PAGE>
applicable provisions of this Agreement;
(iii) property that secured a Mortgage
Loan and has been acquired by foreclosure,
deed-in-lieu of foreclosure or
otherwise; and (iv) all proceeds of the
conversion, voluntary or involuntary, of
any of the foregoing.
Trustee: The Bank of New York and its successors and, if a
successor
trustee is appointed 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%.
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.
Underwriters: As specified in the Preliminary Statement.
Unscheduled Principal Distribution Amount: As to any Distribution
Date
and Collateral Allocation Group, an amount
equal to the sum of (i) with respect
to each Mortgage Loan related to that
Collateral Allocation 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 Applicable Fraction
of the Liquidation Proceeds allocable to
principal received with respect to such
Mortgage Loan, (ii) the applicable Non-PO
Percentage of the Applicable Fraction
of the amount described in subclause (f) of
clause (i) of the definition of
"Non-PO Formula Principal Amount" for such
Collateral Allocation Group and
Distribution Date and (iii) any Subsequent
Recoveries described in clause (ii)
of the definition of "Non-PO Formula
Principal Amount" for such Collateral
Allocation 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.
Winning Bidder: With respect to a Successful Auction, the
Qualified
Bidder offering to pay the highest price
(but in no event less than the Minimum
Bid Price) for the assets of the Trust
Fund.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01.
Conveyance of Mortgage Loans
(a) The 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 Mortgage Loans, including all
interest and principal received or
receivable by the Seller on or with respect
to the Mortgage Loans after the
Cut-off Date and all interest and principal
payments on the 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, the Seller 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.
Such delivery of the Mortgage Files shall
be made against payment by the
Depositor of the purchase price, previously
agreed to by the Seller 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, the Seller shall
deposit to 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. In addition, on the Closing
Date, the Depositor shall cause
$100.00 to be deposited into the Class C
Distribution Account.
(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 the Seller to
cure any breach of a representation or
warranty made herein by the 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 within thirty (30) days following
the Closing Date for the benefit of
the Certificateholders the following
documents or instruments with respect to
each Mortgage Loan so assigned:
(i) (A) the original Mortgage Note endorsed by manual or
facsimile signature in blank in the following form: "Pay to the
order
of ____________ without recourse," with all intervening
endorsements
showing a complete chain of endorsement from the originator to
the
Person endorsing the Mortgage Note (each such endorsement being
sufficient to transfer all right, title and interest of the party
so
endorsing, as noteholder or assignee thereof, in and to that
Mortgage
Note); or
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(B) with respect to any Lost Mortgage Note, a lost note
affidavit from the Seller or the originator 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 the Seller or the originator as being
a
true and complete copy of the Mortgage (or, in the case of a
Mortgage
for which the related Mortgaged Property is located in the
Commonwealth of Puerto Rico, a true copy of the Mortgage certified
as
such by the applicable notary) and in the case of each MERS
Mortgage
Loan, the original Mortgage, noting the presence of the MIN of
the
Mortgage Loans and either language indicating that the Mortgage
Loan
is a MOM Loan if the Mortgage Loan is a MOM Loan or if the
Mortgage
Loan was not a MOM Loan at origination, the original Mortgage and
the
assignment thereof to MERS, with evidence of recording
indicated
thereon, or a copy of the Mortgage certified by the public
recording
office in which such Mortgage has been recorded;
(iii) in the case of each Mortgage Loan that is not a MERS
Mortgage Loan, a
duly executed assignment of the Mortgage (which may
be included in a blanket assignment or assignments), together
with,
except as provided below, all interim recorded assignments of
such
mortgage (each such assignment, when duly and validly completed,
to
be in recordable form and sufficient to effect the assignment of
and
transfer to the assignee thereof, under the Mortgage to which
the
assignment relates); provided that, if the related Mortgage has
not
been returned from the applicable public recording office, such
assignment of the Mortgage may exclude the information to be
provided
by the recording office; provided, further, that such assignment
of
Mortgage need not be
delivered in the case of a Mortgage for which
the related Mortgaged Property is located in the Commonwealth
of
Puerto Rico;
(iv) the original or copies of each assumption, modification,
written assurance or substitution agreement, if any;
(v) except as provided below, the original or duplicate
original lender's title policy or a printout of the electronic
equivalent and all riders thereto; and
(vi) in the case of a Cooperative Loan, the originals of the
following documents or instruments:
(A) The Coop Shares, together with a stock power in blank;
(B) The executed Security Agreement;
(C) The executed Proprietary Lease;
(D) The executed Recognition Agreement;
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<PAGE>
(E) The executed UCC-1 financing statement with
evidence of recording thereon which have been filed in all
places required to perfect the 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, the Seller agrees that it will cause,
at the Trustee's expense, the
MERS(R) System to indicate that the
Mortgage Loans sold by the Seller to the
Depositor have been assigned by the Seller
to the Trustee in accordance with
this Agreement for the benefit of the
Certificateholders by including (or
deleting, in the case of Mortgage Loans
which are repurchased in accordance with
this Agreement) in such computer files the
information required by the MERS(R)
System to identify the series of the
Certificates issued in connection with such
Mortgage Loans. The Seller further agrees
that it will not, and the Master
Servicer agrees that it will not, alter the
information referenced in this
paragraph with respect to any Mortgage Loan
sold by the 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
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<PAGE>
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 2005-19, 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.
(d) Neither the Depositor nor the Trust will acquire or hold
any
Mortgage Loan that would violate the
representations made by the Seller set
forth in clause (47) of Schedule III
hereto.
SECTION 2.02. Acceptance by Trustee of the Mortgage Loans.
(a) The Trustee acknowledges receipt of the documents identified
in
the Initial Certification in the form
annexed hereto as Exhibit F 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 the
Seller an Initial Certification in the
form annexed hereto as Exhibit F. Based on
its review and examination, and only
as to the documents identified in such
Initial Certification, the Trustee
acknowledges that such documents appear
regular on their face and relate to such
Mortgage Loan. The Trustee shall be under
no duty or obligation to inspect,
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<PAGE>
review or examine said documents,
instruments, certificates or other papers to
determine that the same are genuine,
enforceable or appropriate for the
represented purpose or that they have
actually been recorded in the real estate
records or that they are other than what
they purport to be on their face.
Not later than 90 days after the Closing Date, the Trustee
shall
deliver to the Depositor, the Master
Servicer and the Seller a Final
Certification with respect to the Mortgage
Loans in the form annexed hereto as
Exhibit H, with any applicable exceptions
noted thereon.
If, in the course of such review, the Trustee finds any
document
constituting a part of a Mortgage File
which does not meet the requirements of
Section 2.01, the Trustee shall list such
as an exception in the Final
Certification; provided, however that the
Trustee shall not make any
determination as to whether (i) any
endorsement is sufficient to transfer all
right, title and interest of the party so
endorsing, as noteholder or assignee
thereof, in and to that Mortgage Note or
(ii) any assignment is in recordable
form or is sufficient to effect the
assignment of and transfer to the assignee
thereof under the mortgage to which the
assignment relates. The Seller shall
promptly correct or cure such defect within
90 days from the date it was so
notified of such defect and, if the Seller
does not correct or cure such defect
within such period, the Seller shall either
(a) substitute for the related
Mortgage Loan a Substitute Mortgage Loan,
which substitution shall be
accomplished in the manner and subject to
the conditions set forth in Section
2.03, or (b) purchase such Mortgage Loan
from the Trustee within 90 days from
the date the Seller was notified of such
defect in writing at the Purchase Price
of such Mortgage Loan; provided, however,
that in no event shall such
substitution or purchase occur more than
540 days from the Closing Date, except
that if the substitution or purchase of a
Mortgage Loan pursuant to this
provision is required by reason of a delay
in delivery of any documents by the
appropriate recording office, and there is
a dispute between either the Master
Servicer or the Seller and the Trustee over
the location or status of the
recorded document, then such substitution
or purchase shall occur within 720
days from the Closing Date. The Trustee
shall deliver written notice to each
Rating Agency within 270 days from the
Closing Date indicating each Mortgage
Loan (a) which has not been returned by the
appropriate recording office or (b)
as to which there is a dispute as to
location or status of such Mortgage Loan.
Such notice shall be delivered every 90
days thereafter until the related
Mortgage Loan is returned to the Trustee.
Any such substitution pursuant to (a)
above or purchase pursuant to (b) above
shall not be effected prior to the
delivery to the Trustee of the Opinion of
Counsel required by Section 2.05
hereof, if any, and any substitution
pursuant to (a) above shall not be effected
prior to the additional delivery to the
Trustee of a Request for Release
substantially in the form of Exhibit N. No
substitution is permitted to be made
in any calendar month after the
Determination Date for such month. The Purchase
Price for any such Mortgage Loan shall be
deposited by the Seller in the
Certificate Account on or prior to the
Distribution Account Deposit Date for the
Distribution Date in the month following
the month of repurchase and, upon
receipt of such deposit and certification
with respect thereto in the form of
Exhibit N hereto, the Trustee shall release
the related Mortgage File to the
Seller and shall execute and deliver at the
Seller's request such instruments of
transfer or assignment prepared by the
Seller, in each case without recourse, as
shall be necessary to vest in the Seller,
or a designee, the Trustee's interest
in any Mortgage Loan released pursuant
hereto. If pursuant to the foregoing
provisions the Seller repurchases an
Mortgage Loan that is a MERS Mortgage Loan,
the Master Servicer shall either (i) cause
MERS to execute and deliver an
assignment of the Mortgage in recordable
form to transfer the Mortgage from MERS
to the
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Seller or its designee and shall cause such
Mortgage Loan to be removed
from registration on the MERS(R) System in
accordance with MERS' rules and
regulations or (ii) cause MERS to designate
on the MERS(R) System the Seller or
its designee as the beneficial holder of
such Mortgage Loan.
(b) [Reserved].
(c) [Reserved].
(d) The Trustee shall retain possession and custody of each
Mortgage
File in accordance with and subject to the
terms and conditions set forth
herein. The Master Servicer shall promptly
deliver to the Trustee, upon the
execution or receipt thereof, the originals
of such other documents or
instruments constituting the Mortgage File
as come into the possession of the
Master Servicer from time to time.
(e) It is understood and agreed that the obligation of the Seller
to
substitute for or to purchase any Mortgage
Loan sold to the Depositor that
does not meet the requirements of Section
2.01 above shall constitute the sole
remedy respecting such defect available to
the Trustee, the Depositor and any
Certificateholder against the Seller.
SECTION 2.03. Representations, Warranties and Covenants of the
Seller
and the Master Servicer.
(a) The Seller hereby makes the representations and warranties
set
forth in (i) Schedule II hereto, and by
this reference incorporated herein, to
the Depositor, the Master Servicer and the
Trustee, as of the Closing Date,
and (ii) Schedule III hereto, and by this
reference incorporated herein, to
the Depositor, the Master Servicer and the
Trustee, as of the Closing Date, or
if so specified therein, and as of the
Cut-off Date with respect to all of the
Mortgage Loans.
(b) The Master Servicer hereby makes the representations and
warranties set forth in Schedule IV hereto,
and by this reference incorporated
herein to the Depositor and the Trustee as
of the Closing Date.
(c) Upon discovery by any of the parties hereto of a breach of
a
representation or warranty with respect to
a Mortgage Loan made pursuant to
Section 2.03(a) that materially and
adversely affects the interests of the
Certificateholders in that Mortgage Loan,
the party discovering such breach
shall give prompt notice thereof to the
other parties. The Seller hereby
covenants that within 90 days of the
earlier of its discovery or its receipt
of written notice from any party of a
breach of any representation or warranty
with respect to a Mortgage Loan sold by it
pursuant to Section 2.03(a) which
materially and adversely affects the
interests of the Certificateholders in
that Mortgage Loan, it shall cure such
breach in all material respects, and if
such breach is not so cured, shall, (i) if
such 90-day period expires prior to
the second anniversary of the Closing Date,
remove such Mortgage Loan (a
"Deleted Mortgage Loan") from the Trust
Fund and substitute in its place a
Substitute Mortgage Loan, in the manner and
subject to the conditions set
forth in this Section; or (ii) repurchase
the affected Mortgage Loan or
Mortgage Loans from the Trustee at the
Purchase Price in the manner set forth
below; provided, however, that any such
substitution pursuant to (i) above
shall not be effected prior to the
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delivery to the Trustee of the Opinion of
Counsel required by Section
2.05 hereof, if any, and any such
substitution pursuant to (i) above shall not
be effected prior to the additional
delivery to the Trustee of a Request for
Release substantially in the form of
Exhibit N and the Mortgage File for any
such Substitute Mortgage Loan. The Seller
repurchasing a Mortgage Loan
pursuant to this Section 2.03(c) shall
promptly reimburse the Master Servicer
and the Trustee for any expenses reasonably
incurred by the Master Servicer or
the Trustee in respect of enforcing the
remedies for such breach. With respect
to the representations and warranties
described in this Section which are made
to the best of the Seller's knowledge, if
it is discovered by either the
Depositor, the Seller or the Trustee that
the substance of such representation
and warranty is inaccurate and such
inaccuracy materially and adversely
affects the value of the related Mortgage
Loan or the interests of the
Certificateholders therein, notwithstanding
the Seller's lack of knowledge
with respect to the substance of such
representation or warranty, such
inaccuracy shall be deemed a breach of the
applicable representation or
warranty.
With respect to any Substitute Mortgage Loan or Loans, the Seller
shall
deliver to the Trustee for the benefit of
the Certificateholders the Mortgage
Note, the Mortgage, the related assignment
of the Mortgage, and such other
documents and agreements as are required by
Section 2.01, with the Mortgage Note
endorsed and the Mortgage assigned as
required by Section 2.01. No substitution
is permitted to be made in any calendar
month after the Determination Date for
such month. Scheduled Payments due with
respect to Substitute Mortgage Loans in
the month of substitution shall not be part
of the Trust Fund and will be
retained by the Seller on the next
succeeding Distribution Date. For the month
of substitution, distributions to
Certificateholders will include the monthly
payment due on any Deleted Mortgage Loan
for such month and thereafter the
Seller shall be entitled to retain all
amounts received in respect of such
Deleted Mortgage Loan. The Master Servicer
shall amend the Mortgage Loan
Schedule for the benefit of the
Certificateholders to reflect the removal of
such Deleted Mortgage Loan and the
substitution of the Substitute Mortgage Loan
or Loans and the Master Servicer shall
deliver the amended Mortgage Loan
Schedule to the Trustee. Upon such
substitution, the Substitute Mortgage Loan or
Loans shall be subject to the terms of this
Agreement in all respects, and the
Seller shall be deemed to have made with
respect to such Substitute Mortgage
Loan or Loans, as of the date of
substitution, the representations and
warranties made pursuant to Section 2.03(a)
with respect to such Mortgage Loan.
Upon any such substitution and the deposit
to the Certificate Account of the
amount required to be deposited therein in
connection with such substitution as
described in the following paragraph, the
Trustee shall release the Mortgage
File held for the benefit of the
Certificateholders relating to such Deleted
Mortgage Loan to the Seller and shall
execute and deliver at the Seller's
direction such instruments of transfer or
assignment prepared by the Seller, in
each case without recourse, as shall be
necessary to vest title in the Seller,
or its designee, the Trustee's interest in
any Deleted Mortgage Loan substituted
for pursuant to this Section 2.03.
For any month in which the Seller substitutes one or more
Substitute
Mortgage Loans for one or more Deleted
Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the
aggregate principal balance of all
Substitute Mortgage Loans sold to the
Depositor by the Seller as of the date of
substitution is less than the aggregate
Stated Principal Balance of all Deleted
Mortgage Loans repurchased by the Seller
(after application of the scheduled
principal portion of the monthly payments
due in the month of substitution). The
amount of such shortage (the "Substitution
Adjustment Amount") plus an amount
equal to the aggregate of any
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unreimbursed Advances with respect to such
Deleted Mortgage Loans shall be
deposited in the Certificate Account by the
Seller on or before the
Distribution Account Deposit Date for the
Distribution Date in the month
succeeding the calendar month during which
the related Mortgage Loan became
required to be purchased or replaced
hereunder.
In the event that the Seller shall have repurchased a Mortgage
Loan,
the Purchase Price therefor shall be
deposited in the Certificate Account
pursuant to Section 3.05 on or before the
Distribution Account Deposit Date for
the Distribution Date in the month
following the month during which the Seller
became obligated hereunder to repurchase or
replace such Mortgage Loan and upon
such deposit of the Purchase Price, the
delivery of the Opinion of Counsel
required by Section 2.05 and receipt of a
Request for Release in the form of
Exhibit N hereto, the Trustee shall release
the related Mortgage File held for
the benefit of the Certificateholders to
such Person, and the Trustee shall
execute and deliver at such Person's
direction such instruments of transfer or
assignment prepared by such Person, in each
case without recourse, as shall be
necessary to transfer title from the
Trustee. It is understood and agreed that
the obligation under this Agreement of any
Person to cure, repurchase or replace
any Mortgage Loan as to which a breach has
occurred and is continuing shall
constitute the sole remedy against such
Persons respecting such breach available
to Certificateholders, the Depositor or the
Trustee on their behalf.
The representations and warranties made pursuant to this Section
2.03
shall survive delivery of the respective
Mortgage Files to the Trustee for the
benefit of the Certificateholders.
SECTION 2.04. Representations and Warranties of the Depositor as
to
the Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee
with
respect to each Mortgage Loan as of the
date hereof or such other date set forth
herein that as of the Closing Date, and
following the transfer of the Mortgage
Loans to it by the Seller, the Depositor
had good title to the Mortgage Loans
and the Mortgage Notes were subject to no
offsets, defenses or counterclaims.
The Depositor hereby assigns, transfers and conveys to the Trustee
all
of its rights with respect to the Mortgage
Loans including, without limitation,
the representations and warranties of the
Seller made pursuant to Section
2.03(a) hereof, together with all rights of
the Depositor to require the Seller
to cure any breach thereof or to repurchase
or substitute for any affected
Mortgage Loan in accordance with this
Agreement.
It is understood and agreed that the representations and warranties
set
forth in this Section 2.04 shall survive
delivery of the Mortgage Files to the
Trustee. Upon discovery by the Depositor or
the Trustee of a breach of any of
the foregoing representations and
warranties set forth in this Section 2.04
(referred to herein as a "breach"), which
breach materially and adversely
affects the interest of the
Certificateholders, the party discovering such
breach shall give prompt written notice to
the others and to each Rating Agency.
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SECTION
2.05. Delivery of Opinion of Counsel in Connection with
Substitutions.
(a) Notwithstanding any contrary provision of this Agreement,
no
substitution pursuant to Section 2.02 or
Section 2.03 shall be made more than
90 days after the Closing Date unless the
Seller delivers to the Trustee an
Opinion of Counsel, which Opinion of
Counsel shall not be at the expense of
either the Trustee or the Trust Fund,
addressed to the Trustee, to the effect
that such substitution will not (i) result
in the imposition of the tax on
"prohibited transactions" on the Trust Fund
or contributions after the Startup
Date, as defined in Sections 860F(a)(2) and
860G(d) of the Code, respectively,
or (ii) cause each REMIC created hereunder
to fail to qualify as a REMIC at
any time that any Certificates are
outstanding.
(b) Upon discovery by the Depositor, the Seller, the Master
Servicer,
or the Trustee that any Mortgage Loan does
not constitute a "qualified
mortgage" within the meaning of Section
860G(a)(3) of the Code, the party
discovering such fact shall promptly (and
in any event within five (5)
Business Days of discovery) give written
notice thereof to the other parties.
In connection therewith, the Trustee shall
require the Seller at its option,
to either (i) substitute, if the conditions
in Section 2.03(c) with respect to
substitutions are satisfied, a Substitute
Mortgage Loan for the affected
Mortgage Loan, or (ii) repurchase the
affected Mortgage Loan within 90 days of
such discovery in the same manner as it
would a Mortgage Loan for a breach of
representation or warranty made pursuant to
Section 2.03. The Trustee shall
reconvey to the Seller the Mortgage Loan to
be released pursuant hereto in the
same manner, and on the same terms and
conditions, as it would a Mortgage Loan
repurchased for breach of a representation
or warranty contained in Section
2.03.
SECTION 2.06. Execution and Delivery of Certificates.
The Trustee acknowledges the transfer and assignment to it of the
Trust
Fund and, concurrently with such transfer
and assignment, has executed and
delivered to or upon the order of the
Depositor, the Certificates in authorized
denominations evidencing directly or
indirectly the entire ownership of the
Trust Fund. The Trustee agrees to hold the
Trust Fund and exercise the rights
referred to above for the benefit of all
present and future Holders of the
Certificates and to perform the duties set
forth in this Agreement, to the end
that the interests of the Holders of the
Certificates may be adequately and
effectively protected.
SECTION 2.07. REMIC Matters.
The Preliminary Statement sets forth the designations and
"latest
possible maturity date" for federal income
tax purposes of all interests
created hereby. The "Startup Day" for
purposes of the REMIC Provisions shall
be the Closing Date. The "tax matters
person" with respect to each REMIC
hereunder shall be the Trustee and the
Trustee shall hold the Tax Matters
Person Certificate. Each REMIC's fiscal
year shall be the calendar year.
SECTION 2.08. Covenants of the Master Servicer.
The Master Servicer hereby covenants to the Depositor and the
Trustee
as follows:
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(a) the Master Servicer shall comply in the performance of its
obligations under this Agreement with all reasonable rules and
requirements of the insurer under each Required Insurance
Policy; and
(b) no written information, certificate of an officer,
statement furnished in writing or written report delivered to
the Depositor, any affiliate of the Depositor or the Trustee
and prepared by the Master Servicer pursuant to this Agreement
will contain any untrue statement of a material fact or omit
to state a material fact necessary to make such information,
certificate, statement or report not misleading.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01. Master Servicer to Service Mortgage Loans.
For and on behalf of the Certificateholders, the Master Servicer
shall
service and administer the Mortgage Loans
in accordance with the terms of this
Agreement and customary and usual standards
of practice of prudent mortgage loan
servicers. In connection with such
servicing and administration, the Master
Servicer shall have full power and
authority, acting alone and/or through
Subservicers as provided in Section 3.02
hereof, subject to the terms hereof (i)
to execute and deliver, on behalf of the
Certificateholders and the Trustee,
customary consents or waivers and other
instruments and documents, (ii) to
consent to transfers of any Mortgaged
Property and assumptions of the Mortgage
Notes and related Mortgages (but only in
the manner provided in this Agreement),
(iii) to collect any Insurance Proceeds and
other Liquidation Proceeds (which
for the purpose of this Section includes
any Subsequent Recoveries), and (iv) to
effectuate foreclosure or other conversion
of the ownership of the Mortgaged
Property securing any Mortgage Loan;
provided that the Master Servicer shall not
take any action that is inconsistent with
or prejudices the interests of the
Trust Fund or the Certificateholders in any
Mortgage Loan or the rights and
interests of the Depositor, the Trustee and
the Certificateholders under this
Agreement. The Master Servicer shall
represent and protect the interests of the
Trust Fund in the same manner as it
protects its own interests in mortgage loans
in its own portfolio in any claim,
proceeding or litigation regarding a Mortgage
Loan, and shall not make or permit any
modification, waiver or amendment of any
Mortgage Loan which would cause any REMIC
created hereunder to fail to qualify
as a REMIC or result in the imposition of
any tax under Section 860F(a) or
Section 860G(d) of the Code. Without
limiting the generality of the foregoing,
the Master Servicer, in its own name or in
the name of the Depositor and the
Trustee, is hereby authorized and empowered
by the Depositor and the Trustee,
when the Master Servicer believes it
appropriate in its reasonable judgment, to
execute and deliver, on behalf of the
Trustee, the Depositor, the
Certificateholders or any of them, any and
all instruments of satisfaction or
cancellation, or of partial or full release
or discharge and all other
comparable instruments, with respect to the
Mortgage Loans, and with respect to
the Mortgaged Properties held for the
benefit of the Certificateholders. The
Master Servicer shall prepare and deliver
to the Depositor and/or the Trustee
such documents requiring execution and
delivery by either or both of them as are
necessary or appropriate to enable the
Master Servicer to service and administer
the Mortgage Loans to the extent that the
Master Servicer is not permitted to
execute and deliver such documents pursuant
to the preceding sentence. Upon
receipt of such documents, the Depositor
and/or the Trustee shall execute such
documents and deliver them to the Master
Servicer. The Master Servicer further
is authorized and empowered by the Trustee,
on behalf of the Certificateholders
and the Trustee, in its own name or in the
name of the Subservicer, when the
Master Servicer or the Subservicer, as the
case may be, believes it appropriate
in its best judgment to register any
Mortgage Loan on the MERS(R) System, or
cause the removal from the registration of
any Mortgage Loan on the MERS(R)
System, to execute and deliver, on behalf
of the Trustee and the
Certificateholders or any of them, any and
all instruments of assignment and
other comparable instruments with respect
to such assignment or re-recording of
a Mortgage in the name of MERS, solely as
nominee for the Trustee and its
successors and assigns.
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In accordance with the standards of the preceding paragraph,
the
Master Servicer shall advance or cause to
be advanced funds as necessary for
the purpose of effecting the payment of
taxes and assessments on the Mortgaged
Properties, which advances shall be
reimbursable in the first instance from
related collections from the Mortgagors
pursuant to Section 3.06, and further
as provided in Section 3.08. The costs
incurred by the Master Servicer, if
any, in effecting the timely payments of
taxes and assessments on the
Mortgaged Properties and related insurance
premiums shall not, for the purpose
of calculating monthly distributions to the
Certificateholders, be added to
the Stated Principal Balances of the
related Mortgage Loans, notwithstanding
that the terms of such Mortgage Loans so
permit.
SECTION 3.02. Subservicing; Enforcement of the Obligations of
Subservicers.
(a) The Master Servicer may arrange for the subservicing of any
Mortgage Loan by a Subservicer pursuant to
a subservicing agreement; provided,
however, that such subservicing arrangement
and the terms of the related
subservicing agreement must provide for the
servicing of such Mortgage Loans
in a manner consistent with the servicing
arrangements contemplated hereunder.
Unless the context otherwise requires,
references in this Agreement to actions
taken or to be taken by the Master Servicer
in servicing the Mortgage Loans
include actions taken or to be taken by a
Subservicer on behalf of the Master
Servicer. Notwithstanding the provisions of
any subservicing agreement, any of
the provisions of this Agreement relating
to agreements or arrangements
between the Master Servicer and a
Subservicer or reference to actions taken
through a Subservicer or otherwise, the
Master Servicer shall remain obligated
and liable to the Depositor, the Trustee
and the Certificateholders for the
servicing and administration of the
Mortgage Loans in accordance with the
provisions of this Agreement without
diminution of such obligation or
liability by virtue of such subservicing
agreements or arrangements or by
virtue of indemnification from the
Subservicer and to the same extent and
under the same terms and conditions as if
the Master Servicer alone were
servicing and administering the Mortgage
Loans. All actions of each
Subservicer performed pursuant to the
related subservicing agreement shall be
performed as an agent of the Master
Servicer with the same force and effect as
if performed directly by the Master
Servicer.
(b) For purposes of this Agreement, the Master Servicer shall
be
deemed to have received any collections,
recoveries or payments with respect
to the Mortgage Loans that are received by
a Subservicer regardless of whether
such payments are remitted by the
Subservicer to the Master Servicer.
SECTION 3.03. Rights of the Depositor and the Trustee in Respect
of
the Master Servicer.
The Depositor may, but is not obligated to, enforce the obligations
of
the Master Servicer hereunder and may, but
is not obligated to, perform, or
cause a designee to perform, any defaulted
obligation of the Master Servicer
hereunder and in connection with any such
defaulted obligation to exercise the
related rights of the Master Servicer
hereunder; provided that the Master
Servicer shall not be relieved of any of
its obligations hereunder by virtue of
such performance by the Depositor or its
designee. Neither the Trustee nor the
Depositor shall have any responsibility or
liability for any action or failure
to act by the Master Servicer nor shall
the
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Trustee or the Depositor be obligated to
supervise the performance of the
Master Servicer hereunder or otherwise.
SECTION 3.04. Trustee to Act as Master Servicer.
In the event that the Master Servicer shall for any reason no
longer be
the Master Servicer hereunder (including by
reason of an Event of Default), the
Trustee or its successor shall thereupon
assume all of the rights and
obligations of the Master Servicer
hereunder arising thereafter (except that the
Trustee shall not be (i) liable for losses
of the Master Servicer pursuant to
Section 3.09 hereof or any acts or
omissions of the predecessor Master Servicer
hereunder), (ii) obligated to make Advances
if it is prohibited from doing so by
applicable law, (iii) obligated to
effectuate repurchases or substitutions of
Mortgage Loans hereunder including, but not
limited to, repurchases or
substitutions of Mortgage Loans pursuant to
Section 2.02 or 2.03 hereof, (iv)
responsible for expenses of the Master
Servicer pursuant to Section 2.03 or (v)
deemed to have made any representations and
warranties of the Master Servicer
hereunder). Any such assumption shall be
subject to Section 7.02 hereof. If the
Master Servicer shall for any reason no
longer be the Master Servicer (including
by reason of any Event of Default), the
Trustee or its successor shall succeed
to any rights and obligations of the Master
Servicer under each subservicing
agreement.
The Master Servicer shall, upon request of the Trustee, but at
the
expense of the Master Servicer, deliver to
the assuming party all documents and
records relating to each subservicing
agreement or substitute subservicing
agreement and the Mortgage Loans then being
serviced thereunder and an
accounting of amounts collected or held by
it and otherwise use its best efforts
to effect the orderly and efficient
transfer of the substitute subservicing
agreement to the assuming party.
SECTION 3.05. Collection of Mortgage Loan Payments; Certificate
Account; Distribution Account; Class C
Distribution Account.
(a) The Master Servicer shall make reasonable efforts in
accordance
with the customary and usual standards of
practice of prudent mortgage
servicers to collect all payments called
for under the terms and provisions of
the Mortgage Loans to the extent such
procedures shall be consistent with this
Agreement and the terms and provisions of
any related Required Insurance
Policy. Consistent with the foregoing, the
Master Servicer may in its
discretion (i) waive any late payment
charge or any prepayment charge or
penalty interest in connection with the
prepayment of a Mortgage Loan and (ii)
extend the due dates for payments due on a
Mortgage Note for a period not
greater than 180 days; provided, however,
that the Master Servicer cannot
extend the maturity of any such Mortgage
Loan past the date on which the final
payment is due on the latest maturing
Mortgage Loan as of the Cut-off Date. In
the event of any such arrangement, the
Master Servicer shall make Advances on
the related Mortgage Loan in accordance
with the provisions of Section 4.01
during the scheduled period in accordance
with the amortization schedule of
such Mortgage Loan without modification
thereof by reason of such
arrangements. The Master Servicer shall not
be required to institute or join
in litigation with respect to collection of
any payment (whether under a
Mortgage, Mortgage Note or otherwise or
against any public or governmental
authority with respect to a taking or
condemnation) if it
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reasonably believes that enforcing the
provision of the Mortgage or other
instrument pursuant to which such payment
is required is prohibited by
applicable law.
(b) The Master Servicer shall establish and maintain a
Certificate
Account into which the Master Servicer
shall deposit or cause to be deposited
no later than two Business Days after
receipt (or, if the current long-term
credit rating of Countrywide is reduced
below "A-" by S&P or "A3" by Moody's,
the Master Servicer shall deposit or cause
to be deposited on a daily basis
within one Business Day of receipt), except
as otherwise specifically provided
herein, the following payments and
collections remitted by Subservicers or
received by it in respect of Mortgage Loans
subsequent to the Cut-off Date
(other than in respect of principal and
interest due on the Mortgage Loans on
or before the Cut-off Date) and the
following amounts required to be deposited
hereunder:
(i) all payments on
account of principal on the Mortgage Loans,
including Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans,
net of the Master Servicing Fee and any lender-paid mortgage
insurance premiums;
(iii) all Insurance Proceeds, Subsequent Recoveries and
Liquidation Proceeds, other than proceeds to be applied to the
restoration or repair of the Mortgaged Property or released to
the
Mortgagor in accordance with the Master Servicer's normal
servicing
procedures;
(iv) any amount required to be deposited by the Master Servicer
or the Depositor pursuant to Section 3.05(e) in connection with
any
losses on Permitted Investments for which it is responsible;
(v) any amounts
required to be deposited by the Master Servicer
pursuant to Section 3.09(c) and in respect of net monthly
rental
income from REO Property pursuant to Section 3.11 hereof;
(vi) all Substitution Adjustment Amounts;
(vii) all Advances made by the Master Servicer pursuant to
Section 4.01; and
(viii) any other amounts required to be deposited hereunder.
In addition, with respect to any Mortgage Loan that is subject to
a
buydown agreement, on each Due Date for
such Mortgage Loan, in addition to the
monthly payment remitted by the Mortgagor,
the Master Servicer shall cause funds
to be deposited into the Certificate
Account in an amount required to cause an
amount of interest to be paid with respect
to such Mortgage Loan equal to the
amount of interest that has accrued on such
Mortgage Loan from the preceding Due
Date at the Mortgage Rate net of the Master
Servicing Fee.
The foregoing requirements for remittance by the Master Servicer
shall
be exclusive, it being understood and
agreed that, without limiting the
generality of the foregoing, payments in
the nature of prepayment penalties,
late payment charges or assumption fees, if
collected, need
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not be remitted by the Master Servicer. In
the event that the Master Servicer
shall remit any amount not required to be
remitted, it may at any time
withdraw or direct the institution
maintaining the Certificate Account to
withdraw such amount from the Certificate
Account, any provision herein to the
contrary notwithstanding. Such withdrawal
or direction may be accomplished by
delivering written notice thereof to the
Trustee or such other institution
maintaining the Certificate Account which
describes the amounts deposited in
error in the Certificate Account. The
Master Servicer shall maintain adequate
records with respect to all withdrawals
made pursuant to this Section. All
funds deposited in the Certificate Account
shall be held in trust for the
Certificateholders until withdrawn in
accordance with Section 3.08.
(c) [Reserved].
(d) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Distribution
Account. The Trustee shall, promptly upon
receipt, deposit in the Distribution
Account and retain therein the following:
(i) the aggregate
amount remitted by the Master Servicer to the
Trustee pursuant to Section 3.08(a)(ix);
(ii) any amount deposited by the Master Servicer pursuant to
Section 3.05(e) in connection with any losses on Permitted
Investments for which it is responsible; and
(iii) any other amounts deposited hereunder which are required
to be deposited in the Distribution Account.
In the event that the Master Servicer shall remit any amount
not
required to be remitted, it may at any time
direct the Trustee to withdraw such
amount from the Distribution Account, any
provision herein to the contrary
notwithstanding. Such direction may be
accomplished by delivering an Officer's
Certificate to the Trustee which describes
the amounts deposited in error in the
Distribution Account. All funds deposited
in the Distribution Account shall be
held by the Trustee in trust for the
Certificateholders until disbursed in
accordance with this Agreement or withdrawn
in accordance with Section 3.08. In
no event shall the Trustee incur liability
for withdrawals from the Distribution
Account at the direction of the Master
Servicer.
(e) Each institution at which the Certificate Account or the
Distribution Account is maintained shall
invest the funds therein as directed
in writing by the Master Servicer, in the
case of the Certificate Account, or
by the Trustee, in the case of the
Distribution Account, in Permitted
Investments, which shall mature not later
than (i) in the case of the
Certificate Account, the second Business
Day next preceding the related Master
Servicer Remittance Date (except that if
such Permitted Investment is an
obligation of the institution that
maintains such account, then such Permitted
Investment shall mature not later than the
Business Day next preceding such
Master Servicer Remittance Date) and (ii)
in the case of the Distribution
Account, the Business Day next preceding
the Distribution Date (except that if
such Permitted Investment is an obligation
of the institution that maintains
such fund or account, then such Permitted
Investment shall mature not later
than such Distribution Date) and, in each
case, shall not be sold or disposed
of prior to its maturity. All such
Permitted Investments shall be made in the
name of the Trustee, for the benefit of the
Certificateholders. All income and
gain net of any
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losses realized from any such investment of
funds on deposit in the
Certificate Account shall be for the
benefit of the Master Servicer as
servicing compensation and shall be
remitted to it monthly as provided herein.
All income and gain net of any losses
realized from any such investment of
funds on deposit in the Distribution
Account shall be distributed in
accordance with the following paragraph for
the benefit of the Trustee, as
compensation for its duties hereunder, or
the Master Servicer, as servicing
compensation, and the respective portions
to which each shall be entitled
shall be remitted to them monthly as
provided herein. The amount of any
realized losses in the Certificate Account
incurred in any such account in
respect of any such investments shall
promptly be deposited by the Master
Servicer in the Certificate Account. The
Trustee in its fiduciary capacity
shall not be liable for the amount of any
loss incurred in respect of any
investment or lack of investment of funds
held in the Certificate Account and
made in accordance with this Section
3.05.
With respect to each Distribution Date, (1) all income and gain net
of
the Trustee's portion of any losses
realized from any such investment of funds
on deposit in the Distribution Account
during the seven (7) calendar days
immediately following the related Master
Servicer Remittance Date and (2) the
excess of (x) all investment income and
gain net of the Master Servicer's
portion of any losses realized from any
such investment of funds on deposit in
the Distribution Account over (y) the
amount paid to the Trustee pursuant to
clause (1) of this sentence shall be for
the benefit of the Master Servicer as
compensation and such amounts shall be
remitted to the Trustee and Master
Servicer, respectively, monthly as provided
herein. In the event that there are
any realized losses from the investment of
funds on deposit in the Distribution
Account, the proportion of such realized
loss payable by the Trustee and the
Master Servicer shall be allocated pursuant
to the following formula: (i) with
respect to the Trustee, the product of (x)
the amount of the realized loss and
(y) a fraction, the numerator of which is 5
and the denominator of which is the
actual number of days from the Master
Servicer Remittance Date to and including
the Distribution Date and (ii) with respect
to the Master Servicer, the product
of (x) the amount of the realized loss and
(y) a fraction, not less than zero,
the numerator of which is the excess, if
any, of (a) the actual number of days
from the Master Servicer Remittance Date to
and including the Distribution Date
minus (b) 7, and the denominator of which
is the actual number of days from the
Master Servicer Remittance Date to and
including the Distribution Date. Each of
the Trustee and the Master Servicer shall
promptly deposit in the Distribution
Account their respective portion of any
realized loss calculated pursuant to the
preceding sentence.
(f) The Master Servicer shall give notice to the Trustee, the
Seller,
each Rating Agency and the Depositor of any
proposed change of the location of
the Certificate Account prior to any change
thereof. The Trustee shall give
notice to the Master Servicer, the Seller,
each Rating Agency and the
Depositor of any proposed change of the
location of the Distribution Account
prior to any change thereof.
(g) The Trustee shall establish and maintain the Class C
Distribution
Account and shall administer it in
accordance with this Agreement. On the
Closing Date, the Trustee shall deposit
$100 into the Class C Distribution
Account. The institution at which the Class
C Distribution Account is
maintained shall hold such funds on deposit
uninvested.
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All funds deposited in the Class C Distribution Account shall be
held
by the Trustee in trust for the Holder of
the Class C Certificates until
disbursed in accordance with Section
4.02(b) hereof.
SECTION 3.06. Collection of Taxes, Assessments and Similar
Items;
Escrow Accounts.
(a) To the extent required by the related Mortgage Note and not
violative of current law, the Master
Servicer shall establish and maintain one
or more accounts (each, an "Escrow
Account") and deposit and retain therein
all collections from the Mortgagors (or
advances by the Master Servicer) for
the payment of taxes, assessments, hazard
insurance premiums or comparable
items for the account of the Mortgagors.
Nothing herein shall require the
Master Servicer to compel a Mortgagor to
establish an Escrow Account in
violation of applicable law.
(b) Withdrawals of amounts so collected from the Escrow Accounts
may
be made only to effect timely payment of
taxes, assessments, hazard insurance
premiums, condominium or PUD association
dues, or comparable items, to
reimburse the Master Servicer out of
related collections for any payments made
pursuant to Sections 3.01 hereof (with
respect to taxes and assessments and
insurance premiums) and 3.09 hereof (with
respect to hazard insurance), to
refund to any Mortgagors any sums
determined to be overages, to pay interest,
if required by law or the terms of the
related Mortgage or Mortgage Note, to
Mortgagors on balances in the Escrow
Account or to clear and terminate the
Escrow Account at the termination of this
Agreement in accordance with Section
9.01 hereof. The Escrow Accounts shall not
be a part of the Trust Fund.
(c) The Master Servicer shall advance any payments referred to
in
Section 3.06(a) that are not timely paid by
the Mortgagors on the date when
the tax, premium or other cost for which
such payment is intended is due, but
the Master Servicer shall be required so to
advance only to the extent that
such advances, in the good faith judgment
of the Master Servicer, will be
recoverable by the Master Servicer out of
Insurance Proceeds, Liquidation
Proceeds or otherwise.
SECTION 3.07. Access to Certain Documentation and Information
Regarding the Mortgage Loans.
The Master Servicer shall afford the Seller, the Depositor and
the
Trustee reasonable access to all records
and documentation regarding the
Mortgage Loans and all accounts, insurance
information and other matters
relating to this Agreement, such access
being afforded without charge, but only
upon reasonable request and during normal
business hours at the office
designated by the Master Servicer.
Upon reasonable advance notice in writing, the Master Servicer
will
provide to each Certificateholder and/or
Certificate Owner which is a savings
and loan association, bank or insurance
company certain reports and reasonable
access to information and documentation
regarding the Mortgage Loans sufficient
to permit such Certificateholder and/or
Certificate Owner to comply with
applicable regulations of the OTS or other
regulatory authorities with respect
to investment in the Certificates; provided
that the Master Servicer shall be
entitled to be
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reimbursed by each such Certificateholder
and/or Certificate Owner for actual
expenses incurred by the Master Servicer in
providing such reports and access.
SECTION 3.08. Permitted Withdrawals from the Certificate Account
and
the Distribution Account.
(a) The Master Servicer may from time to time make withdrawals
from
the Certificate Account for the following
purposes:
(i) to pay to the
Master Servicer (to the extent not previously
retained by the Master Servicer) the servicing compensation to
which
it is entitled pursuant to Section 3.14, and to pay to the
Master
Servicer, as additional servicing compensation, earnings on or
investment income with respect to funds in or credited to the
Certificate Account;
(ii) to reimburse each of the Master Servicer and the Trustee
for unreimbursed Advances made by it, such right of
reimbursement
pursuant to this subclause (ii) being limited to amounts received
on
the Mortgage Loan(s) in respect of which any such Advance was
made;
(iii) to reimburse each of the Master Servicer and the Trustee
for any Nonrecoverable Advance previously made by it;
(iv) to reimburse the Master Servicer for Insured Expenses from
the related Insurance Proceeds;
(v) to reimburse the
Master Servicer for (a) unreimbursed
Servicing Advances, the Master Servicer's right to
reimbursement
pursuant to this clause (a) with respect to any Mortgage Loan
being
limited to amounts received on such Mortgage Loan(s) which
represent
late recoveries of the payments for which such advances were
made
pursuant to Section 3.01 or Section 3.06 and (b) for unpaid
Master
Servicing Fees as provided in Section 3.11 hereof;
(vi) to pay to the purchaser, with respect to each Mortgage
Loan or property acquired in respect thereof that has been
purchased
pursuant to Section 2.02, 2.03 or 3.11, all amounts received
thereon
after the date of such purchase;
(vii) to reimburse the Seller, the Master Servicer or the
Depositor for expenses incurred by any of them and reimbursable
pursuant to Section 6.03 hereof;
(viii) to withdraw any amount deposited in the Certificate
Account and not required to be deposited therein;
(ix)
on or prior to the Master Servicer Remittance Date, to
withdraw an amount equal to the related Available Funds for
such
Distribution Date and remit such amount to the Trustee for deposit
in
the Distribution Account; and
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(x) to clear and
terminate the Certificate Account upon
termination of this Agreement pursuant to Section 9.01 hereof.
The Master Servicer shall keep and maintain separate accounting, on
a
Mortgage Loan by Mortgage Loan basis, for
the purpose of justifying any
withdrawal from the Certificate Account
pursuant to such subclauses (i), (ii),
(iv), (v) and (vi). Prior to making any
withdrawal from the Certificate Account
pursuant to subclause (iii), the Master
Servicer shall deliver to the Trustee an
Officer's Certificate of a Servicing
Officer indicating the amount of any
previous Advance determined by the Master
Servicer to be a Nonrecoverable
Advance and identifying the related
Mortgage Loans(s), and their respective
portions of such Nonrecoverable
Advance.
(b) The Trustee shall withdraw funds from the Distribution
Account for distributions to
Certificateholders, in the manner specified in
this Agreement (and to withhold from the
amounts so withdrawn, the amount of
any taxes that it is authorized to withhold
pursuant to the second to last
paragraph of Section 8.11). In addition,
the Trustee may from time to time make
withdrawals from the Distribution Account
for the following purposes:
(i) with respect to
each Distribution Date, to pay to itself as
compensation for its services hereunder any investment income
earned
on amounts on deposit in the Distribution Account during the
seven
(7) calendar days immediately following the related Master
Servicer
Remittance Date;
(ii) with respect to each Distribution Date, to pay to the
Master Servicer as additional servicing compensation the excess,
if
any, of the investment income earned on amounts on deposit in
the
Distribution Account over the amount paid to the Trustee pursuant
to
clause (i) above;
(iii) to withdraw and return to the Master Servicer any amount
deposited in the Distribution Account and not required to be
deposited therein;
(iv) to reimburse the Trustee for any unreimbursed Advances
made by it pursuant to Section 4.01(b) hereof, such right of
reimbursement pursuant to this subclause (iv) being limited to
(x)
amounts received on the related Mortgage Loan(s) in respect of
which
any such Advance was made and (y) amounts not otherwise reimbursed
to
the Trustee pursuant to Section 3.08(a)(ii) hereof;
(v) to reimburse the
Trustee for any Nonrecoverable Advance
previously made by the Trustee pursuant to Section 4.01(b)
hereof,
such right of reimbursement pursuant to this subclause (v)
being
limited to amounts not otherwise reimbursed to the Trustee
pursuant
to Section 3.08(a)(iii) hereof; and
(vi) to clear and terminate the Distribution Account upon
termination of the Agreement pursuant to Section 9.01 hereof.
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SECTION 3.09. Maintenance of Hazard Insurance; Maintenance of
Primary
Insurance Policies.
(a) The Master Servicer shall cause to be maintained, for each
Mortgage Loan, hazard insurance with
extended coverage in an amount that is at
least equal to the lesser of (i) the
maximum insurable value of the
improvements securing such Mortgage Loan or
(ii) the greater of (y) the
outstanding principal balance of the
Mortgage Loan and (z) an amount such that
the proceeds of such policy shall be
sufficient to prevent the Mortgagor
and/or the mortgagee from becoming a
co-insurer. Each such policy of standard
hazard insurance shall contain, or have an
accompanying endorsement that
contains, a standard mortgagee clause. Any
amounts collected by the Master
Servicer under any such policies (other
than the amounts to be applied to the
restoration or repair of the related
Mortgaged Property or amounts released to
the Mortgagor in accordance with the Master
Servicer's normal servicing
procedures) shall be deposited in the
Certificate Account. Any cost incurred
by the Master Servicer in maintaining any
such insurance shall not, for the
purpose of calculating monthly
distributions to the Certificateholders or
remittances to the Trustee for their
benefit, be added to the principal
balance of the Mortgage Loan,
notwithstanding that the terms of the Mortgage
Loan so permit. Such costs shall be
recoverable by the Master Servicer out of
late payments by the related Mortgagor or
out of Liquidation Proceeds or
Subsequent Recoveries to the extent
permitted by Section 3.08 hereof. It is
understood and agreed that no earthquake or
other additional insurance is to
be required of any Mortgagor or maintained
on property acquired in respect of
a Mortgage other than pursuant to such
applicable laws and regulations as
shall at any time be in force and as shall
require such additional insurance.
If the Mortgaged Property is located at the
time of origination of the
Mortgage Loan in a federally designated
special flood hazard area and such
area is participating in the national flood
insurance program, the Master
Servicer shall cause flood insurance to be
maintained with respect to such
Mortgage Loan. Such flood insurance shall
be in an amount equal to the least
of (i) the outstanding principal balance of
the related Mortgage Loan, (ii)
the replacement value
