CWMBS, INC.,
Depositor
COUNTRYWIDE HOME LOANS, INC.,
Seller
PARK GRANADA LLC,
Seller
PARK SIENNA LLC
Seller
PARK MONACO INC
Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
Master Servicer
and
THE BANK OF NEW YORK,
Trustee
___________________________________
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2005
__________________________________
CHL MORTGAGE PASS-THROUGH TRUST
2005-J2
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-J2
Table of Contents
Page
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
|
Section 2.01.
|
Conveyance of Mortgage Loans.
|
|
Section 2.02.
|
Acceptance by Trustee of the Mortgage
Loans.
|
|
Section 2.03.
|
Representations, Warranties and Covenants of the
Sellers and Master Servicer.
|
|
Section 2.04.
|
Representations and Warranties of the Depositor
as to the Mortgage Loans.
|
|
Section 2.05.
|
Delivery of Opinion of Counsel in Connection
with Substitutions.
|
|
Section 2.06.
|
Execution and Delivery of
Certificates.
|
|
Section 2.07.
|
REMIC Matters.
|
|
Section 2.08.
|
Covenants of the Master Servicer.
|
|
|
|
ARTICLE III
ADMINISTRATION AND SERVICING OF
MORTGAGE LOANS
|
Section 3.01.
|
Master Servicer to Service Mortgage
Loans.
|
|
Section 3.02.
|
Subservicing; Enforcement of the Obligations of
Servicers.
|
|
Section 3.03.
|
Rights of the Depositor and the Trustee in
Respect of the Master Servicer.
|
|
Section 3.04.
|
Trustee to Act as Master Servicer.
|
|
Section 3.05.
|
Collection of Mortgage Loan Payments;
Certificate Account; Distribution Account.
|
|
Section 3.06.
|
Collection of Taxes, Assessments and Similar
Items; Escrow Accounts.
|
|
Section 3.07.
|
Access to Certain Documentation and Information
Regarding the Mortgage Loans.
|
|
Section 3.08.
|
Permitted Withdrawals from the Certificate
Account and the Distribution Account.
|
|
Section 3.09.
|
Maintenance of Hazard Insurance; Maintenance of
Primary Insurance Policies
|
|
Section 3.10.
|
Enforcement of Due-on-Sale Clauses; Assumption
Agreements.
|
|
Section 3.11.
|
Realization Upon Defaulted Mortgage Loans;
Repurchase of Certain Mortgage Loans.
|
|
Section 3.12.
|
Trustee to Cooperate; Release of Mortgage
Files.
|
|
Section 3.13.
|
Documents, Records and Funds in Possession of
Master Servicer to be Held for the Trustee.
|
|
Section 3.14.
|
Servicing Compensation.
|
|
Section 3.15.
|
Access to Certain Documentation.
|
|
|
|
|
Section 3.16.
|
Annual Statement as to
Compliance.
|
|
Section 3.17.
|
Annual Independent Public
Accountants’ Servicing Statement; Financial
Statements.
|
|
Section 3.18.
|
Errors and Omissions Insurance;
Fidelity Bonds.
|
|
|
|
ARTICLE IV
DISTRIBUTIONS AND ADVANCES BY THE
MASTER SERVICER
|
Section 4.01.
|
Advances.
|
|
Section 4.02.
|
Priorities of
Distribution.
|
|
Section 4.03.
|
[Reserved].
|
|
Section 4.04.
|
Allocation of Realized
Losses.
|
|
Section 4.05.
|
Cross-Collateralization;
Adjustments to Available Funds.
|
|
Section 4.06.
|
Monthly Statements to
Certificateholders.
|
|
Section 4.07.
|
Reserved.
|
|
Section 4.08.
|
Determination of Pass-Through
Rates for LIBOR Certificates.
|
ARTICLE V
THE CERTIFICATES
|
Section 5.01.
|
The Certificates.
|
|
Section 5.02.
|
Certificate Register;
Registration of Transfer and Exchange of Certificates.
|
|
Section 5.03.
|
Mutilated, Destroyed, Lost or
Stolen Certificates.
|
|
Section 5.04.
|
Persons Deemed Owners.
|
|
Section 5.05.
|
Access to List of
Certificateholders’ Names and Addresses.
|
|
Section 5.06.
|
Maintenance of Office or
Agency.
|
ARTICLE VI
THE DEPOSITOR AND THE MASTER
SERVICER
|
Section 6.01.
|
Respective Liabilities of the
Depositor and the Master Servicer.
|
|
Section 6.02.
|
Merger or Consolidation of the
Depositor or the Master Servicer.
|
|
Section 6.03.
|
Limitation on Liability of the
Depositor, the Sellers, the Master Servicer and Others.
|
|
Section 6.04.
|
Limitation on Resignation of
Master Servicer.
|
ARTICLE VII
DEFAULT
|
Section 7.01.
|
Events of Default.
|
|
Section 7.02.
|
Trustee to Act; Appointment of
Successor.
|
|
Section 7.03.
|
Notification to Certificateholders.
|
ARTICLE VIII
CONCERNING THE TRUSTEE
|
Section 8.01.
|
Duties of Trustee.
|
|
Section 8.02.
|
Certain Matters Affecting the
Trustee.
|
|
Section 8.03.
|
Trustee Not Liable for Certificates or Mortgage
Loans.
|
|
Section 8.04.
|
Trustee May Own Certificates.
|
|
Section 8.05.
|
Trustee’s Fees and Expenses.
|
|
Section 8.06.
|
Eligibility Requirements for Trustee.
|
|
Section 8.07.
|
Resignation and Removal of Trustee.
|
|
Section 8.08.
|
Successor Trustee.
|
|
Section 8.09.
|
Merger or Consolidation of Trustee.
|
|
Section 8.10.
|
Appointment of Co-Trustee or Separate
Trustee.
|
|
Section 8.11.
|
Tax Matters.
|
ARTICLE IX
TERMINATION
|
Section 9.01.
|
Termination upon Liquidation or Purchase of all
Mortgage Loans.
|
|
Section 9.02.
|
Final Distribution on the
Certificates.
|
|
Section 9.03.
|
Additional Termination Requirements.
|
ARTICLE X
MISCELLANEOUS PROVISIONS
|
Section 10.01.
|
Amendment.
|
|
Section 10.02.
|
Recordation of Agreement;
Counterparts.
|
|
Section 10.03.
|
Governing Law.
|
|
Section 10.04.
|
Intention of Parties.
|
|
Section 10.05.
|
Notices.
|
|
Section 10.06.
|
Severability of Provisions.
|
|
Section 10.07.
|
Assignment.
|
|
Section 10.08.
|
Limitation on Rights of
Certificateholders.
|
|
Section 10.09.
|
Inspection and Audit Rights.
|
|
Section 10.10.
|
Certificates Nonassessable and Fully
Paid.
|
|
Section 10.11.
|
[Reserved].
|
|
Section 10.12.
|
Protection of Assets.
|
SCHEDULES
|
Schedule I:
|
Mortgage Loan Schedule
|
|
Schedule II-A:
|
Representations and Warranties of
Countrywide
|
|
Schedule II-B:
|
Representations and Warranties of Park
Granada
|
|
Schedule II-C
|
Representations and Warranties of Park Monaco
Inc.
|
|
Schedule II-D
|
Representations and Warranties of Park Sienna
LLC
|
|
Schedule III-A:
|
Representations and Warranties of Countrywide as
to the Mortgage Loans
|
|
Schedule III-B:
|
Representations and Warranties of Countrywide as
to the Countrywide Mortgage Loans
|
|
Schedule III-C:
|
Representations and Warranties of Park Granada
as to the Park Granada Mortgage Loans
|
|
Schedule III-D
|
Representations and Warranties of Park Monaco
Inc. as to the Park Monaco Inc. Mortgage Loans
|
|
Schedule III-E
|
Representations and Warranties of Park Sienna
LLC as to the Park Sienna LLC Mortgage Loans
|
|
Schedule IV:
|
Representations and Warranties of the Master
Servicer
|
|
Schedule V:
|
Principal Balance Schedules (if
applicable)
|
|
Schedule VI:
|
Form of Monthly Master Servicer
Report
|
|
|
|
EXHIBITS
|
Exhibit A:
|
Form of Senior Certificate (excluding Notional
Amount Certificates)
|
|
Exhibit B:
|
Form of Subordinated Certificate
|
|
Exhibit C:
|
Form of Class A-R Certificate
|
|
Exhibit D:
|
Form of Notional Amount Certificate
|
|
Exhibit E:
|
Form of Reverse of Certificates
|
|
Exhibit F-1:
|
Form of Initial Certification of Trustee
(Mortgage Loans)
|
|
Exhibit F-2:
|
[Reserved]
|
|
Exhibit G-1:
|
Form of Delay Delivery Certification of Trustee
(Mortgage Loans)
|
|
Exhibit G-2:
|
[Reserved]
|
|
Exhibit H-1:
|
Form of Final Certification of Trustee (Mortgage
Loans)
|
|
Exhibit H-2:
|
[Reserved]
|
|
Exhibit I:
|
Form of Transfer Affidavit
|
|
Exhibit J-1:
|
Form of Transferor Certificate
(Residual)
|
|
Exhibit J-2:
|
Form of Transferor Certificate
(Private)
|
|
Exhibit K:
|
Form of Investment Letter (Non-Rule
144A)
|
|
Exhibit L:
|
Form of Rule 144A Letter
|
|
Exhibit M:
|
Form of Request for Release (for
Trustee)
|
|
Exhibit N:
|
Form of Request for Release of Documents
(Mortgage Loan – Paid in Full, Repurchased and
Replaced)
|
|
Exhibit O:
|
Standard & Poor’s LEVELS® Version
5.6 Glossary Revised, Appendix E
|
|
Exhibit P:
|
[Reserved]
|
THIS POOLING AND SERVICING
AGREEMENT, dated as of June 1, 2005, among CWMBS, INC., a Delaware
corporation, as depositor (the “Depositor”),
COUNTRYWIDE HOME LOANS, INC. (“Countrywide”), a New
York corporation, as a seller (a “Seller”), PARK
GRANADA LLC (“Park Granada”), a Delaware limited
liability company, as a seller (a “Seller”), PARK
MONACO INC. (“Park Monaco”), a Delaware corporation, as
a seller (a “Seller”), PARK SIENNA LLC (“Park
Sienna”), a Delaware limited liability company, as a seller
(a “Seller”), COUNTRYWIDE HOME LOANS SERVICING LP, a
Texas limited partnership, as master servicer (the “Master
Servicer”) and THE BANK OF NEW YORK, a banking corporation
organized under the laws of the State of New York, as trustee (the
“Trustee”).
WITNESSETH THAT
In consideration of the mutual
agreements herein contained, the parties hereto agree as
follows:
PRELIMINARY STATEMENT
The Depositor is the owner of the
Trust Fund that is hereby conveyed to the Trustee in return for the
Certificates. For federal income tax purposes, an election will be
made to treat the entire segregated pool of assets described in the
definition of REMIC IA (as defined herein), and subject to this
Agreement (exclusive of the supplemental loan account and the
capitalized interest account), as a real estate mortgage investment
conduit (a “REMIC”) for federal income tax purposes and
such segregated pool of assets will be designated as “REMIC
IA.” For federal income tax purposes, an election will be
made to treat the entire segregated pool of assets described in the
definition of REMIC IB (as defined herein), and subject to this
Agreement, as a real estate mortgage investment conduit (a
“REMIC”) for federal income tax purposes and such
segregated pool of assets will be designated as “REMIC
IB.” The REMIC IA Regular Interests and the REMIC IB Regular
Interests will be “regular interests” in REMIC IA and
REMIC IB, respectively; and the Class R-IA Interest and the Class
R-IB Interest will be the sole class of “residual
interests” in REMIC IA and REMIC IB, respectively, for
purposes of the REMIC Provisions (as defined herein). A segregated
pool of assets consisting of the REMIC IA Regular Interests and the
REMIC IB Regular Interests will be designated as “REMIC
II,” and a separate REMIC election will be made with respect
thereto. The Class 1-A-1 Certificates, Class 1-A-2 Certificates,
Class 1-A-3 Certificates, Class 1-A-4 Certificates, Class 2-A-1
Certificates, Class 2-A-2 Certificates, Class 2-A-3 Certificates,
Class 2-A-4 Certificates, Class 2-A-5 Certificates, Class 2-X
Certificates, Class 3-A-1 Certificates, Class 3-A-2 Certificates,
Class 3-A-3 Certificates, Class 3-A-4 Certificates, Class 3-A-5
Certificates, Class 3-A-6 Certificates, Class 3-A-7 Certificates,
Class 3-A-8 Certificates, Class 3-A-9 Certificates, Class 3-A-10
Certificates, Class 3-A-11 Certificates, Class 3-A-12 Certificates,
Class 3-A-13 Certificates, Class 3-A-14 Certificates, Class 3-A-15
Certificates, Class 3-A-16 Certificates, Class 3-A-17 Certificates,
Class 3-X Certificates, Class PO Certificates, Class I-M
Certificates, Class I-B-1 Certificates, Class I-B-2 Certificates,
Class II-M Certificates, Class II-B-1 Certificates and Class II-B-2
Certificates will be “regular interests” in REMIC II
and the Class R-II Interest will be the sole class of
“residual interests” therein for purposes of the REMIC
Provisions. The Class A-R Certificates will represent ownership of
the Class R-IA Interest, Class R-IB Interest and Class R-II
Interest.
REMIC IA
The following table irrevocably sets
forth the designation, the REMIC IA Pass-Through Rate, the initial
Uncertificated Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
possible maturity date” for each of the REMIC IA Regular
Interests. None of the REMIC IA Regular Interests will be
certificated.
|
|
REMIC I Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance
|
Latest
Possible
Maturity(1)
|
|
1A-LT1
|
Variable(2)
|
$ 154,751,073.00
|
July 25, 2035
|
___________________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for each REMIC IA
Regular Interest.
|
|
(2)
|
Calculated in accordance with the
definition of “REMIC IA Pass-Through Rate”
herein.
|
REMIC IB
The following table irrevocably sets
forth the designation, the REMIC IB Pass-Through Rate, the initial
Uncertificated Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
possible maturity date” for each of the REMIC IB Regular
Interests. None of the REMIC IB Regular Interests will be
certificated.
|
|
REMIC II Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance or Notional
Amount
|
Latest
Possible
Maturity(1)
|
|
1B-LT2
|
5.50%
|
$ 155,334,591.00
|
July 25, 2035
|
|
1B-LT2A2A
|
5.50%
|
$ 25,592,000.00
|
July 25, 2035
|
|
1B-LT2A2B
|
5.50%
|
$ 54,840,000.00
|
July 25, 2035
|
|
1B-LT2X
|
Variable(2)
|
$
|
July 25, 2035
|
|
1B-LT3
|
5.50%
|
$ 488,038,430.00
|
July 25, 2035
|
|
1B-LT3A6
|
5.50%
|
$ 26,200,000.00
|
July 25, 2035
|
|
1B-LT3PO
|
0.00%
|
$ 223,879.00
|
July 25, 2035
|
|
1B-LT3X
|
Variable(2)
|
$
|
July 25, 2035
|
|
1B-LTAR
|
5.50%
|
$ 100.00
|
July 25, 2035
|
___________________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for each REMIC IB
Regular Interest.
|
|
(2)
|
Calculated in accordance with the
definition of “REMIC IB Pass-Through Rate”
herein.
|
REMIC II
The following table sets forth
characteristics of the REMIC II Certificates, together with the
minimum denominations and integral multiples in excess thereof in
which such Classes shall be issuable (except that one Certificate
of each Class of Certificates may be issued in a different amount
and, in addition, one Residual Certificate representing the Tax
Matters Person Certificate may be issued in a different
amount):
Class Designation
|
Initial Class Certificate Balance
|
Pass-Through
Rate
(per annum)
|
Minimum Denomination
|
Integral Multiples in Excess of
Minimum
|
|
Class 1-A-1
|
$ 35,328,000.00
|
Variable(1)
|
$ 25,000.00
|
$1,000.00
|
|
Class 1-A-2
|
$ 50,079,000.00
|
Variable(1)
|
$ 25,000.00
|
$1,000.00
|
|
Class 1-A-3
|
$ 28,584,000.00
|
Variable(1)
|
$ 25,000.00
|
$1,000.00
|
|
Class 1-A-4
|
$ 39,212,000.00
|
Variable(1)
|
$ 25,000.00
|
$1,000.00
|
|
Class 2-A-1
|
$ 80,432,000.00
|
Variable(2)
|
$ 25,000.00
|
$1,000.00
|
|
Class 2-A-2
|
N/A(3)
|
Variable(2)
|
$ 25,000.00
|
$1,000.00
|
|
Class 2-A-3
|
$ 21,936,000.00
|
Variable(2)
|
$ 25,000.00
|
$1,000.00
|
|
Class 2-A-4
|
$ 54,168,000.00
|
Variable(2)
|
$ 25,000.00
|
$1,000.00
|
|
Class 2-A-5
|
$ 18,056,000.00
|
Variable(2)
|
$ 25,000.00
|
$1,000.00
|
|
Class PO
|
$ 223,879.00
|
N/A(4)
|
$ 25,000.00
|
$1,000.00
|
|
Class 2-X
|
N/A(3)
|
Variable(5)
|
$ 25,000.00
|
$1,000.00
|
|
Class 3-A-1
|
$ 50,000,000.00
|
5.50%
|
$ 25,000.00
|
$1,000.00
|
|
Class 3-A-2
|
$ 13,930,000.00
|
5.50%
|
$ 25,000.00
|
$1,000.00
|
|
Class 3-A-3
|
$ 10,000.00
|
5.50%
|
$ 25,000.00
|
$1,000.00
|
|
Class 3-A-4
|
$ 25,000,000.00
|
4.75%
|
$ 25,000.00
|
$1,000.00
|
|
Class 3-A-5
|
$ 35,000,000.00
|
5.50%
|
$ 25,000.00
|
$1,000.00
|
|
Class 3-A-6
|
$ 26,200,000.00
|
Variable(2)
|
$ 25,000.00
|
$1,000.00
|
|
Class 3-A-7
|
N/A(3)
|
Variable(2)
|
$ 25,000.00
|
$1,000.00
|
|
Class 3-A-8
|
$ 35,084,000.00
|
5.50%
|
$ 25,000.00
|
$1,000.00
|
|
Class 3-A-9
|
$101,299,000.00
|
Variable(2)
|
$ 25,000.00
|
$1,000.00
|
|
Class 3-A-10
|
$ 9,209,000.00
|
Variable(2)
|
$ 25,000.00
|
$1,000.00
|
|
Class 3-A-11
|
$ 52,125,000.00
|
5.50%
|
$ 25,000.00
|
$1,000.00
|
|
Class 3-A-12
|
$ 10,000,000.00
|
5.00%
|
$ 25,000.00
|
$1,000.00
|
|
Class 3-A-13
|
$ 10,000,000.00
|
6.00%
|
$ 1,000.00
|
$1,000.00
|
|
Class 3-A-14
|
$ 46,735,000.00
|
5.50%
|
$ 25,000.00
|
$1,000.00
|
|
Class 3-A-15
|
$ 712,000.00
|
5.50%
|
$ 25,000.00
|
$1,000.00
|
|
Class 3-A-16
|
$ 41,100,000.00
|
5.00%
|
$ 25,000.00
|
$1,000.00
|
|
Class 3-A-17
|
$ 1,228,000.00
|
5.50%
|
$ 25,000.00
|
$1,000.00
|
|
Class 3-X
|
N/A(3)
|
Variable(6)
|
$ 25,000.00
|
$1,000.00
|
|
Class I-M
|
$ 619,300.00
|
Variable(1)
|
$ 25,000.00
|
$1,000.00
|
|
Class I-B-1
|
$ 309,600.00
|
Variable(1)
|
$ 25,000.00
|
$1,000.00
|
|
Class I-B-2
|
$ 232,200.00
|
Variable(1)
|
$ 25,000.00
|
$1,000.00
|
|
Class I-B-3
|
$ 154,800.00
|
Variable(1)
|
$100,000.00
|
$1,000.00
|
|
Class I-B-4
|
$ 77,400.00
|
Variable(1)
|
$100,000.00
|
$1,000.00
|
|
Class I-B-5
|
$ 154,773.05
|
Variable(1)
|
$100,000.00
|
$1,000.00
|
|
Class II-M
|
$ 13,438,000.00
|
5.50%
|
$ 25,000.00
|
$1,000.00
|
|
Class II-B-1
|
$ 3,932,400.00
|
5.50%
|
$ 25,000.00
|
$1,000.00
|
|
Class II-B-2
|
$ 1,966,200.00
|
5.50%
|
$ 25,000.00
|
$1,000.00
|
|
Class II-B-3
|
$ 1,310,800.00
|
5.50%
|
$100,000.00
|
$1,000.00
|
|
Class II-B-4
|
$ 983,100.00
|
5.50%
|
$100,000.00
|
$1,000.00
|
|
Class II-B-5
|
$ 1,310,520.78
|
5.50%
|
$100,000.00
|
$1,000.00
|
|
Class A-R(7)
|
$ 100.00
|
5.50%
|
(8)
|
(8)
|
__________________________________________
|
(1)
|
For federal income tax purposes, the
Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class I-M,
Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4 and Class I-B-5
Certificates will be entitled to 100% of all the amounts payable on
REMIC II Regular Interest 1A-LT1; provided, however, that the
pass-through rate for each such certificate for the Interest
Accrual Period related to the first Distribution Date is 4.70749%
per annum.
|
|
(2)
|
Calculated in accordance with the
definition of “REMIC II Pass-Through Rate”
herein.
|
|
(3)
|
The Class 2-A-2, Class 2-X, Class
3-A-7 and Class 3-X Certificates will be Notional Amount
Certificates, will have no Class Certificate Balances and will bear
interest on its Notional Amount calculated in accordance with the
definition of “Notional Amount Certificates”
herein.
|
|
(4)
|
The Class PO Certificates will be
Principal Only Certificates and will not receive any distributions
of interest.
|
|
(5)
|
The pass-through rate for the Class
2-X Certificates for the Interest Accrual Period for any
Distribution Date will be equal to the excess of (a) the weighted
average of the net mortgage rates of the mortgage loans in loan
group 2, weighted on the basis of the Stated Principal Balances
thereof as of the Due Date in the preceding calendar month (after
giving effect to prepayments received in the Prepayment Period
related to such prior Due Date), over (b) 5.50%. The pass-through
rate for the Class 2-X Certificates for the Interest Accrual Period
related to the first Distribution Date is expected to be
approximately 0.22649% per annum.
|
|
(6)
|
The pass-through rate for the Class
3-X Certificate for the Interest Accrual Period for any
Distribution Date will be equal to the excess of (a) the weighted
average of the net mortgage rates of the Non-Discount mortgage
loans in loan group 3, weighted on the basis of the Stated
Principal Balances thereof as of the Due Date in the preceding
calendar month (after giving effect to prepayments received in the
Prepayment Period related to such prior Due Date), over (b) 5.50%.
The pass-through rate for the Class 3-X Certificates for the
Interest Accrual Period related to the first Distribution Date is
expected to be approximately 0.27076% per annum.
|
|
(7)
|
The Class A-R Certificates represent
the sole Class of residual interest in the REMIC.
|
|
(8)
|
The Class A-R Certificate shall be
issued as two separate certificates, one with an initial
Certificate Balance of $99.99 and the Tax Matters Person
Certificate with an initial Certificate Balance of
$0.01.
|
Set forth below are designations of
Classes of Certificates and other defined terms to the categories
used herein:
|
Accretion Directed Certificates
|
Class 3-A-2 Certificates.
|
|
|
|
|
Accretion Directed Components
|
None.
|
|
|
|
|
Accrual Certificates
|
Class 3-A-3 Certificates.
|
|
|
|
|
Accrual Components
|
None.
|
|
|
|
|
Book-Entry Certificates
|
All Classes of Certificates other than the
Physical Certificates.
|
|
|
|
|
COFI Certificates
|
None.
|
|
|
|
|
Combined Certificates
|
None.
|
|
|
|
|
Component Certificates
|
None.
|
|
|
|
|
Components
|
None.
|
|
|
|
|
Delay Certificates
|
All interest-bearing Classes of Certificates
other than the Non-Delay Certificates, if any.
|
|
|
|
|
ERISA-Restricted Certificates
|
The Residual Certificates and Private
Certificates; and any Certificate of a Class that ceases to satisfy
the applicable rating requirement under the Underwriter’s
Exemption.
|
|
|
|
|
Floating Rate Certificates
|
Class 2-A-1, Class 2-A-4, Class 3-A-6 and Class
3-A9 Certificates.
|
|
|
|
|
Group 1 Senior Certificates
|
Class 1-A-1, Class 1-A-2, Class 1-A-3 and Class
1-A-4 Certificates.
|
|
|
|
|
Group 1 Certificates
|
Group 1 Senior Certificates and the Class I-M-1,
Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4 and Class I-B-5
Certificates.
|
|
|
|
|
Group 2 Senior Certificates
|
Class 2-A-1, Class 2-A-2, Class 2-A-3, Class
2-A-4, Class 2-A-5 and Class 2-X Certificates.
|
|
|
|
|
Group 2 Certificates
|
Group 2 Senior Certificates and the portions of
the Aggregate Group II Subordinated Certificates related to Loan
Group 2.
|
|
|
|
|
Group 3 Senior Certificates
|
Class 3-A-1, Class 3-A-2, Class 3-A-3, Class
3-A-4, Class 3-A-5, Class 3-A-6, Class 3-A-7, Class 3-A-8, Class
3-A-9, Class 3-A-10, Class 3-A-11, Class 3-A-12, Class 3-A-13,
Class 3-A-14, 3-A-15, Class 3-A-16, Class 3-A-17 and Class 3-X,
Class PO and Class AR Certificates.
|
|
|
|
|
Group 3 Certificates
|
Group 3 Senior Certificates and the portions of
the Aggregate Group II Subordinated Certificates related to Loan
Group 3.
|
|
|
|
|
Inverse Floating Rate Certificates
|
Class 2-A-2, Class 2-A-3, Class 2-A-5, Class
3-A-7 and Class 3-A-10 Certificates.
|
|
|
|
|
LIBOR Certificates
|
Class 2-A-1, Class 2-A-2, Class 2-A-3, Class
2-A-4, Class 2-A-5, Class 3-A-6, Class 3-A-7, Class 3-A-9 and Class
3-A-10.
|
|
|
|
|
Non-Delay Certificates
|
LIBOR Certificates.
|
|
|
|
|
Notional Amount Certificates
|
Class 2-A-2, Class 2-X, Class 3-A-7 and Class
3-X.
|
|
|
|
|
Notional Amount Components
|
None.
|
|
|
|
|
Offered Certificates
|
All Classes of Certificates other than the
Private Certificates.
|
|
|
|
|
Physical Certificates
|
Private Certificates and the Residual
Certificates.
|
|
|
|
|
Planned Principal Classes
|
Class 2-A-1, Class 2-A-3, Class 3-A-1, Class
3-A-2, Class 3-A-3, Class 3-A-4, Class 3-A-5, Class 3-A-6, Class
3-A-8, Class 3-A-16 and Class 3-A-17.
|
|
|
|
|
Principal Only Certificates
|
Class PO Certificates.
|
|
|
|
|
Private Certificates
|
Class I-B-3, Class I-B-4, Class I-B-5, Class
II-B-3, Class II-B-4 and Class II-B-5 Certificates.
|
|
|
|
|
Rating Agencies
|
Fitch and Moody’s.
|
|
|
|
|
Regular Certificates
|
All Classes of Certificates, other than the
Residual Certificates.
|
|
|
|
|
Residual Certificates
|
Class A-R Certificates.
|
|
|
|
|
Scheduled Principal Classes
|
None.
|
|
|
|
|
Senior Certificate Group
|
The Group 1 Senior Certificates, the Group 2
Senior Certificates or the Group 3 Senior Certificates, as
applicable.
|
|
|
|
|
Senior Certificates
|
Class 1-A-1, Class 1-A-2, Class 1-A-3, Class
1-A-4, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class
2-A-5, Class 2-X, Class 3-A-1, Class 3-A-2, Class 3-A-3, Class
3-A-4, Class 3-A-5, Class 3-A-6, Class 3-A-7, Class 3-A-8, Class
3-A-9, Class 3-A-10, Class 3-A-11, Class 3-A-12, Class 3-A-13,
Class 3-A-14, 3-A-15, Class 3-A-16, Class 3-A-17, Class 3-X, Class
PO and Class A-R Certificates.
|
|
|
|
|
Subordinated Certificates
|
Class I-M, Class I-B-1, Class I-B-2, Class
I-B-3, Class I-B-4, Class I-B-5, Class II-M, Class II-B-1, Class
II-B-2, Class II-B-3, Class II-B-4 and Class II-B-5
Certificates.
|
|
|
|
|
Targeted Principal Classes
|
None.
|
|
|
|
|
Underwriter
|
Countrywide Securities Corporation.
|
|
|
|
With respect to any of the foregoing
designations as to which the corresponding reference is
“None,” all defined terms and provisions herein
relating solely to such designations shall be of no force or
effect, and any calculations herein incorporating references to
such designations shall be interpreted without reference to such
designations and amounts. Defined terms and provisions herein
relating to statistical rating agencies not designated above as
Rating Agencies shall be of no force or effect.
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires,
shall have the following meanings:
Accretion Directed
Certificates : As
specified in the Preliminary Statement.
Accretion Direction
Rule : On each
Distribution Date up to and including the Accrual Termination Date,
the Accrual Amount on the Class 3-A-3 Certificates shall be
distributed as principal sequentially to the Class 3-A-2
Certificates, until its Class Certificate balance is reduced to
zero, and then to the Class 3-A-3 Certificates.
Accrual Amount
: With respect to any Class of
Accrual Certificates and any Distribution Date prior to the related
Accrual Termination Date, the amount allocable to interest on such
Class of Accrual Certificates with respect to such Distribution
Date pursuant to Section 4.02(a).
Accrual Certificates
: As specified in the Preliminary
Statement.
Accrual Components
: As specified in the Preliminary
Statement.
Accrual Termination
Date : Not
applicable.
Adjusted Mortgage Rate
: As to each Mortgage Loan, and at
any time, the per annum rate equal to the Mortgage Rate less the
Master Servicing Fee Rate.
Adjusted Net Mortgage
Rate : As to each
Mortgage Loan, and at any time, the per annum rate equal to the
Mortgage Rate less the sum of the Trustee Fee Rate and the Master
Servicing Fee Rate. For purposes of determining whether any
Substitute Mortgage Loan is a Discount Mortgage Loan or a
Non-Discount Mortgage Loan and for purposes of calculating the
applicable PO Percentage and the applicable Non-PO Percentage, each
Substitute Mortgage Loan shall be deemed to have an Adjusted Net
Mortgage Rate equal to the Adjusted Net Mortgage Rate of the
Deleted Mortgage Loan for which it is substituted.
Advance : As to a Loan Group, the payment required to be
made by the Master Servicer with respect to any Distribution Date
pursuant to Section 4.01, the amount of any such payment being
equal to the aggregate of payments of principal and interest (net
of the Master Servicing Fee and net of any net income in the case
of any REO Property) on the Mortgage Loans in such Loan Group that
were due on the related Due Date and not received by the Master
Servicer as of the close of business on the related Determination
Date, together with an amount equivalent to interest on each
Mortgage Loan as to which the related Mortgaged Property is an REO
Property, less the aggregate amount of any such delinquent payments
that the Master Servicer has determined would constitute a
Nonrecoverable Advance, if advanced.
Aggregate Group II Subordinated
Certificate : Any of the
Class II-M, Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4
and Class II-B-5 Certificates.
Aggregate Loan Group I
: Loan Group 1.
Aggregate Loan Group
II : Loan Group 2 and
Loan Group 3.
Aggregate Planned
Balance : With respect to
any group of Planned Principal Classes and any Distribution Date,
the amount set forth for such group for such Distribution Date in
Schedule V hereto.
Agreement : This Pooling and Servicing Agreement and all
amendments or supplements hereto.
Allocable Share
: As to any Distribution Date and
any Mortgage Loan (i) with respect to each PO Class, zero, (ii)
with respect to the Class 2-X and Class 3-X Certificates, (a) the
ratio that the excess, if any, of the Adjusted Net Mortgage Rate
with respect to such Mortgage Loan, over the related Required
Coupon bears to such Adjusted Net Mortgage Rate or (b) if the
Adjusted Net Mortgage Rate with respect to such Mortgage Loan does
not exceed the related Required Coupon, zero, and (iii) with
respect to each other Class of Certificates the product of (a) the
lesser of (I) the ratio that the related Required Coupon bears to
the Adjusted Net Mortgage Rate of such Mortgage Loan and (II) one,
multiplied by (b) the ratio that the amount calculated with respect
to such Distribution Date (A) with respect to the Senior
Certificates of the related Senior Certificate Group and the
Aggregate Group I Subordinate Certificates, pursuant to clause (i)
of the definition of Class Optimal Interest Distribution Amount
(without giving effect to any reduction of such amount pursuant to
Section 4.02 (d)) and (B) with respect to the Aggregate Group II
Subordinated Certificates, pursuant to the definition of Assumed
Interest Amount or after the second Senior Termination Date
pursuant to clause (i) of the definition of Class Optimal Interest
Distribution Amount (without giving effect to any reduction of such
amount pursuant to Section 4.02(d)) bears to the amount calculated
with respect to such Distribution Date for each Class of
Certificates pursuant to clause (i) of the definition of Class
Optimal Interest Distribution Amount (without giving effect to any
reduction of such amounts pursuant to Section 4.02(d)) or the
definition of Assumed Interest Amount, as applicable.
Amount Available for Senior
Principal : As to any
Distribution Date and (a) Loan Group 1, the Available Funds for
such Distribution Date and Loan Group, reduced by the aggregate
amount distributable (or allocable to the Accrual Amount, if
applicable) on such Distribution Date in respect of interest on the
related Senior Certificates pursuant to Section 4.02(a)(1)(ii), (b)
Loan Group 2, the Available Funds for such Distribution Date and
Loan Group, reduced by the aggregate amount distributable (or
allocable to the Accrual Amount, if applicable) on such
Distribution Date in respect of interest on the related Senior
Certificates pursuant to Section 4.02(a)(2)(ii) and (c) Loan Group
3, the Available Funds for such Distribution Date and Loan Group,
reduced by the aggregate amount distributable (or allocable to the
Accrual Amount, if applicable) on such Distribution Date in respect
of interest on the related Senior Certificates pursuant to Section
4.02(a)(3)(ii).
Amount Held for Future
Distribution : As to any
Distribution Date and Mortgage Loans in a Loan Group, the aggregate
amount held in the Certificate Account at the close of business on
the related Determination Date on account of (i) Principal
Prepayments received after the related Prepayment Period and
Liquidation Proceeds and Subsequent Recoveries received in the
month of such Distribution Date relating to such Loan Group and
(ii) all Scheduled Payments due after the related Due Date relating
to such Loan Group.
Applicable Credit Support
Percentage : As defined
in Section 4.02(e).
Appraised Value
: With respect to any Mortgage Loan,
the Appraised Value of the related Mortgaged Property shall be: (i)
with respect to a Mortgage Loan other than a Refinancing Mortgage
Loan, the lesser of (a) the value of the Mortgaged Property based
upon the appraisal made at the time of the origination of such
Mortgage Loan and (b) the sales price of the Mortgaged Property at
the time of the origination of such Mortgage Loan; (ii) with
respect to a Refinancing Mortgage Loan other than a Streamlined
Documentation Mortgage Loan, the value of the Mortgaged Property
based upon the appraisal made-at the time of the origination of
such Refinancing Mortgage Loan; and (iii) with respect
to
a Streamlined Documentation Mortgage
Loan, (a) if the loan-to-value ratio with respect to the Original
Mortgage Loan at the time of the origination thereof was 80% or
less and the loan amount of the new mortgage loan is $650,000 or
less, the value of the Mortgaged Property based upon the appraisal
made at the time of the origination of the Original Mortgage Loan
and (b) if the loan-to-value ratio with respect to the Original
Mortgage Loan at the time of the origination thereof was greater
than 80% or the loan amount of the new loan being originated is
greater than $650,000, the value of the Mortgaged Property based
upon the appraisal (which may be a drive-by appraisal) made at the
time of the origination of such Streamlined Documentation Mortgage
Loan.
Assumed Balance
: With respect to any Distribution
Date, Class of Aggregate Group II Subordinated Certificates and
related Loan Group, each such Class’ pro rata interest (based
on their respective Class Certificate Balances) in such Loan Group
equal to the product of the Subordinated Percentage for such Loan
Group as of such Distribution Date and the aggregate of the
applicable Non-PO Percentage of the Stated Principal Balance of
each Mortgage Loan in such Loan Group as of the Due Date occurring
in the month preceding the month of such Distribution Date (after
giving effect to Principal Prepayments received in the Prepayment
Period related to such prior Due Date).
Assumed Interest
Amount : With respect to
any Distribution Date and Class of Aggregate Group II Subordinated
Certificates, one month’s interest accrued during the related
Interest Accrual Period at the Pass-Through Rate for such Class on
the applicable Assumed Balance immediately prior to that
Distribution Date.
Available Funds
: As to any Distribution Date and
the Mortgage Loans in a Loan Group, the sum of (a) the aggregate
amount held in the Certificate Account at the close of business on
the related Determination Date, including any Subsequent
Recoveries, in respect of such Mortgage Loans net of the related
Amount Held for Future Distribution and net of amounts permitted to
be withdrawn from the Certificate Account pursuant to clauses (i) -
(viii), inclusive, of Section 3.08(a) in respect of such Mortgage
Loans and amounts permitted to be withdrawn from the Distribution
Account pursuant to clauses (i) - (iii), inclusive, of Section
3.08(b) in respect of such Mortgage Loans, (b) the amount of the
related Advance, and (c) in connection with Defective Mortgage
Loans in such Loan Group, as applicable, the aggregate of the
Purchase Prices and Substitution Adjustment Amounts deposited on
the related Distribution Account Deposit Date; provided, however,
that with respect to Aggregate Loan Group II after the second
related Senior Termination Date, Available Funds with respect to
the Loan Group relating to the remaining related Senior Certificate
Group shall include the Available Funds from the other Loan Group
in Aggregate Loan Group II after all distributions are made on the
Senior Certificates of the other Senior Certificate Group in
Aggregate Loan Group II and on any Distribution Date thereafter,
Available Funds shall be calculated based upon all the Mortgage
Loans in Aggregate Loan Group II, as opposed to the Mortgage Loans
in the related Loan Group.
Bankruptcy Code
: The United States Bankruptcy
Reform Act of 1978, as amended.
Blanket Mortgage
: The mortgage or mortgages
encumbering the Cooperative Property.
Book-Entry
Certificates : As
specified in the Preliminary Statement.
Business Day
: Any day other than (i) a Saturday
or a Sunday, or (ii) a day on which banking institutions in the
City of New York, New York, or the State of California or the city
in which the Corporate Trust Office of the Trustee is located are
authorized or obligated by law or executive order to be
closed.
Certificate
: Any one of the Certificates
executed by the Trustee in substantially the forms attached hereto
as exhibits.
Certificate Account
: The separate Eligible Account or
Accounts created and maintained by the Master Servicer pursuant to
Section 3.05 with a depository institution in the name of the
Master Servicer for the benefit of the Trustee on behalf of
Certificateholders and designated “Countrywide Home Loans
Servicing LP, in trust for the registered holders of CHL Mortgage
Pass-Through Trust 2005-J2, Mortgage Pass-Through Certificates
Series 2005-J2.”
Certificate Balance
: With respect to any Certificate at
any date, the maximum dollar amount of principal to which the
Holder thereof is then entitled hereunder, such amount being equal
to the Denomination thereof (A) plus any increase in the
Certificate Balance of such Certificate pursuant to Section 4.02
due to the receipt of Subsequent Recoveries, (B) minus the sum of
(i) all distributions of principal previously made with respect
thereto and (ii) all Realized Losses allocated thereto and, in the
case of any Subordinated Certificates, all other reductions in
Certificate Balance previously allocated thereto pursuant to
Section 4.03 and (C) in the case of any Class of Accrual
Certificates, increased by the Accrual Amount added to the Class
Certificate Balance of such Class prior to such date.
Certificate Group
: The Group 1 Certificates, Group 2
Certificates or Group 3 Certificates, as the context
requires.
Certificate Owner
: With respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such
Book-Entry Certificate. For the purposes of this Agreement, in
order for a Certificate Owner to enforce any of its rights
hereunder, it shall first have to provide evidence of its
beneficial ownership interest in a Certificate that is reasonably
satisfactory to the Trustee, the Depositor, and/or the Master
Servicer, as applicable.
Certificate Register
: The register maintained pursuant
to Section 5.02 hereof.
Certificateholder or
Holder : The person in
whose name a Certificate is registered in the Certificate Register,
except that, solely for the purpose of giving any consent pursuant
to this Agreement, any Certificate registered in the name of the
Depositor or any affiliate of the Depositor shall be deemed not to
be Outstanding and the Percentage Interest evidenced thereby shall
not be taken into account in determining whether the requisite
amount of Percentage Interests necessary to effect such consent has
been obtained; provided, however, that if any such Person
(including the Depositor) owns 100% of the Percentage Interests
evidenced by a Class of Certificates, such Certificates shall be
deemed to be Outstanding for purposes of any provision hereof
(other than the second sentence of Section 10.01 hereof) that
requires the consent of the Holders of Certificates of a particular
Class as a condition to the taking of any action hereunder. The
Trustee is entitled to rely conclusively on a certification of the
Depositor or any affiliate of the Depositor in determining which
Certificates are registered in the name of an affiliate of the
Depositor.
Class : All Certificates bearing the same Class
designation as set forth in the Preliminary Statement.
Class Certificate
Balance : With respect to
any Class and as to any date of determination, the aggregate of the
Certificate Balances of all Certificates of such Class as of such
date.
Class Interest
Shortfall : As to any
Distribution Date and Class, the amount by which the amount
described in clause (i) of the definition of Class Optimal Interest
Distribution Amount for such Class
exceeds the amount of interest
actually distributed on such Class on such Distribution Date
pursuant to such clause (i).
Class Optimal Interest
Distribution Amount :
With respect to any Distribution Date and interest bearing Class
the sum of (i) one month’s interest accrued during the
related Interest Accrual Period at the Pass-Through Rate for such
Class on the related Class Certificate Balance, Notional Amount, as
applicable, subject to reduction as provided in Section 4.02(d) and
(ii) any Class Unpaid Interest Amounts for such Class.
Class PO Deferred
Amount : As to any
Distribution Date and Loan Group, the aggregate of the applicable
PO Percentage of each Realized Loss on a Discount Mortgage Loan in
that Loan Group to be allocated to the related PO Class on such
Distribution Date on or prior to the related Senior Credit Support
Depletion Date or previously allocated to that PO Class and not yet
paid to the Holders of the applicable Principal Only
Certificates.
Class R-IA Interest
: The uncertificated Residual
Interest in REMIC IA.
Class R-IB Interest
: The uncertificated Residual
Interest in REMIC IA.
Class R-II Interest
: The uncertificated Residual
Interest in REMIC II.
Class Subordination
Percentage : With respect
to any Distribution Date and each Class of Subordinated
Certificates, the quotient (expressed as a percentage) of (a) the
Class Certificate Balance of such Class of Certificates immediately
prior to such Distribution Date divided by (b) the aggregate of the
Class Certificate Balances immediately prior to such Distribution
Date of all Classes of Certificates.
Class Unpaid Interest
Amounts : As to any
Distribution Date and Class of interest bearing Certificates, the
amount by which the aggregate Class Interest Shortfalls for such
Class on prior Distribution Dates exceeds the amount distributed on
such Class on prior Distribution Dates pursuant to clause (ii) of
the definition of Class Optimal Interest Distribution
Amount.
Closing Date
: June 30, 2005.
Code : The Internal Revenue Code of 1986, including
any successor or amendatory provisions.
Combined Certificates
: As specified in the Preliminary
Statement.
Combined Certificates Payment
Rule : Not
applicable.
Compensating Interest
: As to any Distribution Date and
Loan Group an amount equal to the product of one-twelfth of 0.125%
and the aggregate Stated Principal Balance of the Mortgage Loans in
such Loan Group as of the Due Date in the prior calendar
month.
Coop Shares
: Shares issued by a Cooperative
Corporation.
Cooperative
Corporation : The entity
that holds title (fee or an acceptable leasehold estate) to the
real property and improvements constituting the Cooperative
Property and which governs the Cooperative Property, which
Cooperative Corporation must qualify as a Cooperative Housing
Corporation under Section 216 of the Code.
Cooperative Loan
: Any Mortgage Loan secured by Coop
Shares and a Proprietary Lease.
Cooperative Property
: The real property and improvements
owned by the Cooperative Corporation, including the allocation of
individual dwelling units to the holders of the Coop Shares of the
Cooperative Corporation.
Cooperative Unit
: A single family dwelling located
in a Cooperative Property.
Corporate Trust Office
: The designated office of the
Trustee in the State of New York at which at any particular time
its corporate trust business with respect to this Agreement shall
be administered, which office at the date of the execution of this
Agreement is located at 101 Barclay Street, 8W, New York, New York
10286 (Attn: Mortgage-Backed Securities Group, CWMBS, Inc. Series
2005-J2, facsimile no. (212) 815-3986), and which is the address to
which notices to and correspondence with the Trustee should be
directed.
Countrywide
: Countrywide Home Loans, Inc., a
New York corporation, and its successors and assigns in its
capacity as the seller of the Countrywide Mortgage Loans to the
Depositor.
Countrywide Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule for which
Countrywide is the applicable Seller.
Cross-Over Situation
: For any Distribution Date and for
each Loan Group (after taking into account principal distributions
on such Distribution Date) with respect to the Class A and Class B
Subsidiary REMIC Interests, a situation in which the Class A and
Class B Interests corresponding to any Loan Group are in the
aggregate less than 1% of the Subordinated Portion of the Loan
Group to which they correspond.
Cut-off Date
: With respect to any Mortgage Loan,
the later of June 1, 2005 and the date of origination of that
Mortgage Loan.
Cut-off Date Pool Principal
Balance :
$785,254,236. o .
Cut-off Date Principal
Balance : As to any
Mortgage Loan, the Stated Principal Balance thereof as of the close
of business on the Cut-off Date.
Debt Service Reduction
: With respect to any Mortgage Loan,
a reduction by a court of competent jurisdiction in a proceeding
under the Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan which became final and non-appealable, except such a
reduction resulting from a Deficient Valuation or any reduction
that results in a permanent forgiveness of principal.
Defective Mortgage
Loan : Any Mortgage Loan
which is required to be repurchased pursuant to Section 2.02 or
2.03.
Deficient Valuation
: With respect to any Mortgage Loan,
a valuation by a court of competent jurisdiction of the Mortgaged
Property in an amount less than the then-outstanding indebtedness
under the Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that
results in a permanent forgiveness of principal, which valuation or
reduction results from an order of such court which is final and
non-appealable in a proceeding under the Bankruptcy
Code.
Definitive
Certificates : Any
Certificate evidenced by a Physical Certificate and any Certificate
issued in lieu of a Book-Entry Certificate pursuant to Section
5.02(e).
Delay Certificates
: As specified in the Preliminary
Statement.
Delay Delivery
Certification : As
defined in Section 2.02(a) hereof.
Delay Delivery Mortgage
Loans : The Mortgage
Loans for which all or a portion of a related Mortgage File is not
delivered to Trustee on the Closing Date. The number of Delay
Delivery Mortgage Loans shall not exceed 50% of the aggregate
number of Mortgage Loans in each Loan Group as of the Closing Date.
To the extent that Countrywide Home Loans Servicing LP shall be in
possession of any Mortgage Files with respect to any Delay Delivery
Mortgage Loan, until delivery of such Mortgage File to the Trustee
as provided in Section 2.01, Countrywide Home Loans Servicing LP
shall hold such files as Master Servicer hereunder, as agent and in
trust for the Trustee.
Deleted Mortgage Loan
: As defined in Section 2.03(c)
hereof.
Denomination
: With respect to each Certificate,
the amount set forth on the face thereof as the “Initial
Certificate Balance of this Certificate” or the
“Initial Notional Amount of this Certificate” or, if
neither of the foregoing, the Percentage Interest appearing on the
face thereof.
Depositor : CWMBS, Inc., a Delaware corporation, or its
successor in interest.
Depository
: The initial Depository shall be
The Depository Trust Company, the nominee of which is CEDE &
Co., as the registered Holder of the Book-Entry Certificates. The
Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(a)(5) of the Uniform
Commercial Code of the State of New York.
Depository Participant
: A broker, dealer, bank or other
financial institution or other Person for whom from time to time a
Depository effects book-entry transfers and pledges of securities
deposited with the Depository.
Determination Date
: As to any Distribution Date, the
22nd day of each month or if such 22nd day is not a Business Day
the next preceding Business Day; provided, however, that if such
22nd day or such Business Day, whichever is applicable, is less
than two Business Days prior to the related Distribution Date, the
Determination Date shall be the first Business Day which is two
Business Days preceding such Distribution Date.
Discount Mortgage Loan
: Any Mortgage Loan in a Loan Group
with an Adjusted Net Mortgage Rate that is less than the Required
Coupon for that Loan Group.
Distribution Account
: The separate Eligible Account
created and maintained by the Trustee pursuant to Section 3.05 in
the name of the Trustee for the benefit of the Certificateholders
and designated “The Bank of New York in trust for registered
holders of CHL Mortgage Pass-Through Trust 2005-J2 Mortgage
Pass-Through Certificates, Series 2005-J2.” Funds in the
Distribution Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Distribution Account Deposit
Date : As to any
Distribution Date, 12:30 p.m. Pacific time on the Business Day
immediately preceding such Distribution Date.
Distribution Date
: The 25th day of each calendar
month after the initial issuance of the Certificates, or if such
25th day is not a Business Day, the next succeeding Business Day,
commencing in July 2005.
Due Date : With respect to any Distribution Date, the
related Due Date is the first day of the month in which that
Distribution Date occurs.
Eligible Account
: Any of (i) an account or accounts
maintained with a federal or state chartered depository institution
or trust company, the short-term unsecured debt obligations of
which (or, in the case of a depository institution or trust company
that is the principal subsidiary of a holding company, the debt
obligations of such holding company) have the highest short-term
ratings of Moody’s or Fitch and one of the two highest
short-term ratings of S&P, if S&P is a Rating Agency, at
the time any amounts are held on deposit therein, or (ii) an
account or accounts in a depository institution or trust company in
which such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured such that, as evidenced by an
Opinion of Counsel delivered to the Trustee and to each Rating
Agency, the Certificateholders have a claim with respect to the
funds in such account or a perfected first priority security
interest against any collateral (which shall be limited to
Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository
institution or trust company in which such account is maintained,
or (iii) a trust account or accounts maintained with (a) the trust
department of a federal or state chartered depository institution
or (b) a trust company, acting in its fiduciary capacity or (iv)
any other account acceptable to each Rating Agency. Eligible
Accounts may bear interest, and may include, if otherwise qualified
under this definition, accounts maintained with the
Trustee.
Eligible Repurchase
Month : As defined in
Section 3.11 hereof.
ERISA : The Employee Retirement Income Security Act of
1974, as amended.
ERISA-Qualifying
Underwriting : A best
efforts or firm commitment underwriting or private placement that
meets the requirements of the Underwriter’s
Exemption.
ERISA-Restricted
Certificate : As
specified in the Preliminary Statement.
Escrow Account
: The Eligible Account or Accounts
established and maintained pursuant to Section 3.06(a)
hereof.
Event of Default
: As defined in Section 7.01
hereof.
Excess Proceeds
: With respect to any Liquidated
Mortgage Loan, the amount, if any, by which the sum of any
Liquidation Proceeds received with respect to such Mortgage Loan
during the calendar month in which such Mortgage Loan became a
Liquidated Mortgage Loan plus any Subsequent Recoveries received
with respect to such Mortgage Loan, net of any amounts previously
reimbursed to the Master Servicer as Nonrecoverable Advance(s) with
respect to such Mortgage Loan pursuant to Section 3.08(a)(iii),
exceeds (i) the unpaid principal balance of such Liquidated
Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued
interest at the Mortgage Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to
Certificateholders up to the Due Date applicable to the
Distribution Date immediately following the calendar month during
which such liquidation occurred.
Expense Rate
: As to each Mortgage Loan, the sum
of the Master Servicing Fee Rate and the Trustee Fee
Rate.
FDIC : The Federal Deposit Insurance Corporation, or
any successor thereto.
FHLMC : The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing
under Title III of the Emergency Home Finance Act of 1970, as
amended, or any successor thereto.
Final Certification
: As defined in Section 2.02(a)
hereof.
FIRREA : The Financial Institutions Reform, Recovery,
and Enforcement Act of 1989.
Fitch : Fitch, Inc., or any successor thereto. If
Fitch is designated as a Rating Agency in the Preliminary
Statement, for purposes of Section 10.05(b) the address for notices
to Fitch shall be Fitch, Inc., One State Street Plaza, New York,
New York 10004, Attention: Residential Mortgage Surveillance Group,
or such other address as Fitch may hereafter furnish to the
Depositor and the Master Servicer.
FNMA : The Federal National Mortgage Association, a
federally chartered and privately owned corporation organized and
existing under the Federal National Mortgage Association Charter
Act, or any successor thereto.
Fraud Loan
: A Liquidated Mortgage Loan as to
which a Fraud Loss has occurred.
Fraud Loss Coverage
Amount : As of the
Closing Date, $ o , subject to reduction from time to time, by the
amount of Fraud Losses allocated to the Certificates. In addition,
on each anniversary of the Cut-off Date, the Fraud Loss Coverage
Amount will be reduced as follows: (a) on the first, second, third
and fourth anniversaries of the Cut-off Date, to an amount equal to
the lesser of (i) 1%, in the case of the first and second
anniversaries and 0.50%, in the case of the third and fourth
anniversaries, of the then current Pool Stated Principal Balance on
such anniversary and (ii) the excess of the Fraud Loss Coverage
Amount as of the preceding anniversary of the Cut-off Date over the
cumulative amount of Fraud Losses allocated to the Certificates
since such preceding anniversary; and (b) on the fifth anniversary
of the Cut-off Date, to zero.
Fraud Loss Coverage Termination
Date : The point in time
at which the Fraud Loss Coverage Amount is reduced to
zero.
Fraud Losses
: Realized Losses on Mortgage Loans
as to which a loss is sustained by reason of a default arising from
fraud, dishonesty or misrepresentation in connection with the
related Mortgage Loan, including a loss by reason of the denial of
coverage under any related Primary Insurance Policy because of such
fraud, dishonesty or misrepresentation.
Group 1 Senior
Certificates : As
specified in the Preliminary Statement.
Group 2 Senior
Certificates : As
specified in the Preliminary Statement.
Group 3 Senior
Certificates : As
specified in the Preliminary Statement.
Index : With respect to any Interest Accrual Period
for the COFI Certificates, if any, the then-applicable index used
by the Trustee pursuant to Section 4.07 to determine the applicable
Pass-Through Rate for such Interest Accrual Period for the COFI
Certificates.
Indirect Participant
: A broker, dealer, bank or other
financial institution or other Person that clears through or
maintains a custodial relationship with a Depository
Participant.
Initial Certification
: As defined in Section 2.02(a)
hereof.
Initial Component
Balance : As specified in
the Preliminary Statement.
Insurance Policy
: With respect to any Mortgage Loan
included in the Trust Fund, any insurance policy, including all
riders and endorsements thereto in effect, including any
replacement policy or policies for any Insurance
Policies.
Insurance Proceeds
: Proceeds paid by an insurer
pursuant to any Insurance Policy, in each case other than any
amount included in such Insurance Proceeds in respect of Insured
Expenses.
Insured Expenses
: Expenses covered by an Insurance
Policy or any other insurance policy with respect to the Mortgage
Loans.
Interest Accrual
Period : With respect to
each Class of Delay Certificates, its corresponding Subsidiary
REMIC Regular Interest and any Distribution Date, the calendar
month prior to the month of such Distribution Date. With respect to
any Class of Non-Delay Certificates, its corresponding Subsidiary
REMIC Regular Interest and any Distribution Date, the one month
period commencing on the 25th day of the month preceding the month
in which such Distribution Date occurs and ending on the 24th day
of the month in which such Distribution Date occurs.
Interest Determination
Date : With respect to
(a) any Interest Accrual Period for any LIBOR Certificates and (b)
any Interest Accrual Period for the COFI Certificates for which the
applicable Index is LIBOR, the second Business Day prior to the
first day of such Interest Accrual Period.
Latest Possible Maturity
Date : The Distribution
Date following the third anniversary of the scheduled maturity date
of the Mortgage Loan having the latest scheduled maturity date as
of the Cut-off Date.
Lender PMI Mortgage
Loan : Certain Mortgage
Loans as to which the lender (rather than the borrower) acquires
the Primary Insurance Policy and charges the related borrower an
interest premium.
LIBOR : The London interbank offered rate for
one-month United States dollar deposits calculated in the manner
described in Section 4.08.
LIBOR Certificates
: As specified in the Preliminary
Statement.
Liquidated Mortgage
Loan : With respect to
any Distribution Date, a defaulted Mortgage Loan (including any REO
Property) which was liquidated in the calendar month preceding the
month of such Distribution Date and as to which the Master Servicer
has determined (in accordance with this Agreement) that it has
received all amounts it expects to receive in connection with the
liquidation of such Mortgage Loan, including the final disposition
of an REO Property.
Liquidation Proceeds
: Amounts, including Insurance
Proceeds, received in connection with the partial or complete
liquidation of defaulted Mortgage Loans, whether through
trustee’s sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of
a Mortgaged Property and any other proceeds received in connection
with an REO Property, less the sum of related unreimbursed Master
Servicing Fees, Servicing Advances and Advances.
Loan Group
: Any of Loan Group 1, Loan Group 2
or Loan Group 3, as applicable.
Loan Group 1
: All Mortgage Loans identified as
Loan Group 1 Mortgage Loans on the Mortgage Loan
Schedule.
Loan Group 2
: All Mortgage Loans identified as
Loan Group 2 Mortgage Loans on the Mortgage Loan
Schedule.
Loan Group 3
: All Mortgage Loans identified as
Loan Group 3 Mortgage Loans on the Mortgage Loan
Schedule.
Loan Group Principal
Balance : As to any
Distribution Date and Loan Group, the aggregate Stated Principal
Balance of the Mortgage Loans in that Loan Group as of the Due Date
in the month preceding the month of the Distribution Date (after
giving effect to Principal Prepayments received in the Prepayment
Period related to such prior Due Date).
Loan-to-Value Ratio
: With respect to any Mortgage Loan
and as to any date of determination, the fraction (expressed as a
percentage) the numerator of which is the principal balance of the
related Mortgage Loan at such date of determination and the
denominator of which is the Appraised Value of the related
Mortgaged Property.
Lost Mortgage Note
: Any Mortgage Note the original of
which was permanently lost or destroyed and has not been
replaced.
Maintenance
: With respect to any Cooperative
Unit, the rent paid by the Mortgagor to the Cooperative Corporation
pursuant to the Proprietary Lease.
Majority in Interest
: As to any Class of Regular
Certificates, the Holders of Certificates of such Class evidencing,
in the aggregate, at least 51% of the Percentage Interests
evidenced by all Certificates of such Class.
Master Servicer
: Countrywide Home Loans Servicing
LP, a Texas limited partnership, and its successors and assigns, in
its capacity as master servicer hereunder.
Master Servicer Advance
Date : As to any
Distribution Date, 12:30 p.m. Pacific time on the Business Day
immediately preceding such Distribution Date.
Master Servicing Fee
: As to each Mortgage Loan and any
Distribution Date, an amount payable out of each full payment of
interest received on such Mortgage Loan and equal to one-twelfth of
the Master Servicing Fee Rate multiplied by the Stated Principal
Balance of such Mortgage Loan as of the Due Date in the month
preceding the month of such Distribution Date, subject to reduction
as provided in Section 3.14.
Master Servicing Fee
Rate : With respect to
each Mortgage Loan, 0.25% per annum.
MERS : Mortgage Electronic Registration Systems,
Inc., a corporation organized and existing under the laws of the
State of Delaware, or any successor thereto.
MERS Mortgage Loan
: Any Mortgage Loan registered with
MERS on the MERS System.
MERS® System
: The system of recording transfers
of mortgages electronically maintained by MERS.
Middle REMIC
: As described in the Preliminary
Statement.
MIN : The Mortgage Identification Number for any
MERS Mortgage Loan.
MOM Loan : Any Mortgage Loan as to which MERS is acting
as mortgagee, solely as nominee for the originator of such Mortgage
Loan and its successors and assigns.
Monthly Statement
: The statement delivered to the
Certificateholders pursuant to Section 4.06.
Moody’s
: Moody’s Investors Service,
Inc., or any successor thereto. If Moody’s is designated as a
Rating Agency in the Preliminary Statement, for purposes of Section
10.05(b) the address for notices to Moody’s shall be
Moody’s Investors Service, Inc., 99 Church Street, New York,
New York 10007, Attention: Residential Pass-Through Monitoring, or
such other address as Moody’s may hereafter furnish to the
Depositor or the Master Servicer.
Mortgage : The mortgage, deed of trust or other
instrument creating a first lien on an estate in fee simple or
leasehold interest in real property securing a Mortgage
Note.
Mortgage File
: The mortgage documents listed in
Section 2.01 hereof pertaining to a particular Mortgage Loan and
any additional documents delivered to the Trustee to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule
: The list of Mortgage Loans (as
from time to time amended by the Master Servicer to reflect the
addition of Substitute Mortgage Loans and the deletion of Deleted
Mortgage Loans pursuant to the provisions of this Agreement)
transferred to the Trustee as part of the Trust Fund and from time
to time subject to this Agreement, attached hereto as Schedule I,
setting forth the following information with respect to each
Mortgage Loan by Loan Group:
(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;
(xii)
a code indicating whether the
Mortgage Loan is a Countrywide Mortgage Loan, a Park Granada
Mortgage Loan, a Park Monaco Mortgage Loan or a Park Sienna
Mortgage Loan;
(xiii)
a code indicating whether the
Mortgage Loan is a Lender PMI Mortgage Loan and, in the case of any
Lender PMI Mortgage Loan, a percentage representing the amount of
the related interest premium charged to the borrower;
|
(xiv)
|
the purpose for the Mortgage
Loan;
|
(xv)
the type of documentation program
pursuant to which the Mortgage Loan was originated;
|
(xvi)
|
the direct servicer as of the
Cut-off Date; and
|
|
|
(xvii)
|
a code indicating whether the
Mortgage Loan is a MERS Mortgage Loan.
|
Such schedule shall also set forth
the total of the amounts described under (iv) and (v) above for all
of the Mortgage Loans and for each Loan Group and in the
aggregate.
Mortgage Loans
: Such of the mortgage loans as from
time to time are transferred and assigned to the Trustee pursuant
to the provisions hereof, and that are held as a part of the Trust
Fund (including any REO Property), the mortgage loans so held being
identified in the Mortgage Loan Schedule, notwithstanding
foreclosure or other acquisition of title of the related Mortgaged
Property.
Mortgage Note
: The original executed note or
other evidence of indebtedness evidencing the indebtedness of a
Mortgagor under a Mortgage Loan.
Mortgage Rate
: The annual rate of interest borne
by a Mortgage Note from time to time, net of any interest premium
charged by the mortgagee to obtain or maintain any Primary
Insurance Policy.
Mortgaged Property
: The underlying property securing a
Mortgage Loan, which, with respect to a Cooperative Loan, is the
related Coop Shares and Proprietary Lease.
Mortgagor : The obligor(s) on a Mortgage Note.
National Cost of Funds
Index : The National
Monthly Median Cost of Funds Ratio to SAIF-Insured Institutions
published by the Office of Thrift Supervision.
Net Prepayment Interest
Shortfalls : As to any
Distribution Date and Loan Group, the amount by which the aggregate
of Prepayment Interest Shortfalls for such Loan Group exceeds an
amount equal to the sum of (a) the Compensating Interest for such
Loan Group and Distribution Date and (b) the excess, if any, of the
Compensating Interest for each of the other Loan Groups for such
Distribution Date over Prepayment Interest Shortfalls experienced
by the Mortgage Loans in such other Loan Groups.
Non-Delay Certificates
: As specified in the Preliminary
Statement.
Non-Discount Mortgage
Loan : Any Mortgage Loan
in a Loan Group with an Adjusted Net Mortgage Rate that is greater
than or equal to the Required Coupon for that Loan
Group.
Non-PO Formula Principal
Amount : As to any
Distribution Date and Loan Group, the sum of (i) the applicable
Non-PO Percentage of (a) the principal portion of each Scheduled
Payment (without giving
effect to any reductions thereof
caused by any Debt Service Reductions or Deficient Valuations) due
on each Mortgage Loan in the related Loan Group on the related Due
Date, (b) the Stated Principal Balance of each Mortgage Loan in the
related Loan Group that was repurchased by a Seller or purchased by
the Master Servicer pursuant to this Agreement as of such
Distribution Date, (c) the Substitution Adjustment Amount in
connection with any Deleted Mortgage Loan in such Loan Group
received with respect to such Distribution Date, (d) any Insurance
Proceeds or Liquidation Proceeds allocable to recoveries of
principal of Mortgage Loans in the related Loan Group that are not
yet Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect to
each Mortgage Loan in a Loan Group that became a Liquidated
Mortgage Loan during the calendar month preceding the month of such
Distribution Date, the amount of the Liquidation Proceeds allocable
to principal received during the calendar month preceding the month
of such Distribution Date with respect to such Mortgage Loan and
(f) all Principal Prepayments for such Loan Group received during
the related Prepayment Period, and (ii) (A) any Subsequent
Recoveries for such Loan Group received during the calendar month
preceding the month of such Distribution Date, or (B) with respect
to Subsequent Recoveries attributable to a Discount Mortgage Loan
in such Loan Group which incurred (1) an Excess Loss or (2) 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
in a Loan Group, a fraction (expressed as a percentage) the
numerator of which is the Adjusted Net Mortgage Rate of such
Discount Mortgage Loan and the denominator of which is the Required
Coupon for such Loan Group. As to any Non-Discount Mortgage Loan,
100%.
Nonrecoverable Advance
: Any portion of an Advance
previously made or proposed to be made by the Master Servicer that,
in the good faith judgment of the Master Servicer, will not be
ultimately recoverable by the Master Servicer from the related
Mortgagor, related Liquidation Proceeds, Subsequent Recoveries or
otherwise.
Notice of Final
Distribution : The notice
to be provided pursuant to Section 9.02 to the effect that final
distribution on any of the Certificates shall be made only upon
presentation and surrender thereof.
Notional Amount
: The notional amount of the Class
2-A-2 Certificates for any Distribution Date will be equal to
approximately 31.8181818182% of the Class Certificate Balance of
the Class 2-A-1 immediately prior to such Distribution Date. The
initial notional amount of the Class 2-A-2 Certificates is
approximately $25,592,000 (subject to the permitted variance
described in this pooling and servicing agreement).
The notional amount of the Class 2-X
Certificates for any Distribution Date will be equal to the
aggregate Stated Principal Balance of the mortgage loans in loan
group 2 as of the Due Date in the preceding calendar month (after
giving effect to prepayments received in the Prepayment Period
related to that preceding Due Date). The initial notional amount of
the Class 2-X Certificates is approximately $180,926,590 (subject
to the permitted variance described in this pooling and servicing
agreement).
The notional amount of the Class
3-A-7 Certificates for any Distribution Date will be equal to the
Class Certificate Balance of the Class 3-A-6 immediately prior to
such Distribution Date. The initial notional amount of the Class
3-A-7 Certificates is approximately $26,200,000 (subject to the
permitted variance described in this pooling and servicing
agreement).
The notional amount of the Class 3-X
Certificates for any Distribution Date will be equal to the
aggregate Stated Principal Balance of the Non-Discount mortgage
loans in loan group 3 as of the Due Date in the preceding calendar
month (after giving effect to prepayments received in the
Prepayment
Period related to that preceding Due
Date). The initial notional amount of the Class 3-X Certificates is
approximately $454,606,702 (subject to the permitted variance
described in this pooling and servicing agreement).
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.
Original Applicable Credit
Support Percentage : With
respect to each of the following Classes of Subordinated
Certificates, the corresponding percentage described below, as of
the Closing Date:
|
Class I-M
|
1.00%
|
|
Class I-B-1
|
0.60%
|
|
Class I-B-2
|
0.40%
|
|
Class I-B-3
|
0.25%
|
|
Class I-B-4
|
0.15%
|
|
Class I-B-5
|
0.10%
|
|
Class II-M
|
3.50%
|
|
Class II-B-1
|
1.45%
|
|
Class II-B-2
|
0.85%
|
|
Class II-B-3
|
0.55%
|
|
Class II-B-4
|
0.35%
|
|
Class II-B-5
|
0.20%
|
Original Mortgage Loan
: The mortgage loan refinanced in
connection with the origination of a Refinancing Mortgage
Loan.
Original Subordinate Principal
Balance : On or prior to
the third Senior Termination Date, the Subordinated Percentage for
a Loan Group of the aggregate of the applicable Non-PO Percentage
of the Stated Principal Balances of the Mortgage Loans in such Loan
Group, in each case as of the Cut-off Date; or if such date is
after the third 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.
Outstanding
: With respect to the Certificates
as of any date of determination, all Certificates theretofore
executed and authenticated under this Agreement except:
(i) Certificates theretofore canceled by the Trustee
or delivered to the Trustee for cancellation; and
(ii) Certificates in exchange for which or in lieu of
which other Certificates have been executed and delivered by the
Trustee pursuant to this Agreement.
Outstanding Mortgage
Loan : As of any Due
Date, a Mortgage Loan with a Stated Principal Balance greater than
zero, which was not the subject of a Principal Prepayment in Full
prior to such Due Date or during the Prepayment Period related to
such Due Date and which did not become a Liquidated Mortgage Loan
prior to such Due Date.
Overcollateralized
Group : As defined in
Section 4.05.
Ownership Interest
: As to any Residual Certificate,
any ownership interest in such Certificate including any interest
in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or
beneficial.
Park Granada
: Park Granada LLC, a Delaware
limited liability company, and its successors and assigns, in its
capacity as the seller of the Park Granada Mortgage Loans to the
Depositor.
Park Granada Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loans Schedule for which
Park Granada is the applicable Seller.
Park Monaco
: Park Monaco Inc., a Delaware
corporation, and its successors and assigns, in its capacity as the
seller of the Park Monaco Mortgage Loans to the
Depositor.
Park Monaco Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule for which
Park Monaco is the applicable Seller.
Park Sienna
: Park Sienna LLC, a Delaware
limited liability company, and its successors and assigns, in its
capacity as the seller of the Park Sienna Mortgage Loans to the
Depositor.
Park Sienna Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule for which
Park Sienna is the applicable Seller.
Pass-Through Rate
: For any interest bearing Class of
Certificates, the per annum rate set forth or calculated in the
manner described in the Preliminary Statement.
Percentage Interest
: As to any Certificate, the
percentage interest evidenced thereby in distributions required to
be made on the related Class, such percentage interest being set
forth on the face
thereof or equal to the percentage
obtained by dividing the Denomination of such Certificate by the
aggregate of the Denominations of all Certificates of the same
Class.
Permitted Investments
: At any time, any one or more of
the following obligations and securities:
(iii)
obligations of the United States or
any agency thereof, provided such obligations are backed by the
full faith and credit of the United States;
(iv)
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;
(v)
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;
(vi)
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;
(vii)
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;
(viii)
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
(ix)
such other relatively risk free
investments bearing interest or sold at a discount acceptable to
each Rating Agency as will not result in the downgrading or
withdrawal of the rating then assigned to the Certificates by
either Rating Agency, as evidenced by a signed writing delivered by
each Rating Agency
provided, that no such instrument
shall be a Permitted Investment if such instrument evidences the
right to receive interest only payments with respect to the
obligations underlying such instrument.
Permitted Transferee
: Any person other than (i) the
United States, any State or political subdivision thereof, or any
agency or instrumentality of any of the foregoing, (ii) a foreign
government,
International Organization or any
agency or instrumentality of either of the foregoing, (iii) an
organization (except certain farmers’ cooperatives described
in section 521 of the Code) which is exempt from tax imposed by
Chapter 1 of the Code (including the tax imposed by section 511 of
the Code on unrelated business taxable income) on any excess
inclusions (as defined in section 860E(c)(1) of the Code) with
respect to any Residual Certificate, (iv) rural electric and
telephone cooperatives described in section 1381(a)(2)(C) of the
Code, (v) an “electing large partnership” as defined in
Section 775 of the Code, (vi) a Person that is not a citizen or
resident of the United States, a corporation, partnership, or other
entity created or organized in or under the laws of the United
States, any state thereof or the District of Columbia, or an estate
or trust whose income from sources without the United States is
includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade
or business within the United States or a trust if a court within
the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons
have the authority to control all substantial decisions of the
trust unless such Person has furnished the transferor and the
Trustee with a duly completed Internal Revenue Service Form W-8ECI
or any applicable successor form, and (vii) any other Person so
designated by the Depositor based upon an Opinion of Counsel that
the Transfer of an Ownership Interest in a Residual Certificate to
such Person may cause any REMIC hereunder to fail to qualify as a
REMIC at any time that the Certificates are outstanding. The terms
“United States,” “State” and
“International Organization” shall have the meanings
set forth in section 7701 of the Code or successor provisions. A
corporation will not be treated as an instrumentality of the United
States or of any State or political subdivision thereof for these
purposes if all of its activities are subject to tax and, with the
exception of the Federal Home Loan Mortgage Corporation, a majority
of its board of directors is not selected by such government
unit.
Person : Any individual, corporation, partnership,
joint venture, limited liability company, association, joint-stock
company, trust, unincorporated organization or government, or any
agency or political subdivision thereof.
Physical Certificate
: As specified in the Preliminary
Statement.
Planned Balance
: With respect to any group of
Planned Principal Classes 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 and any Distribution Date appearing in
Schedule V hereto, the applicable amount appearing opposite such
Distribution Date for such Class.
Planned Principal
Classes : As specified in
the Preliminary Statement.
PO Class : The Class PO Certificates, as
applicable.
PO Formula Principal
Amount : As to any
Distribution Date and related PO Class, the sum of (i) the sum of
the applicable PO Percentage of (a) the principal portion of each
Scheduled Payment (without giving effect to any reductions thereof
caused by any Debt Service Reductions or Deficient Valuations) due
on each Mortgage Loan in the related Loan Group on the related Due
Date, (b) the Stated Principal Balance of each Mortgage Loan in the
related Loan Group that was repurchased by a Seller or purchased by
the Master Servicer pursuant to this Agreement as of such
Distribution Date, (c) the Substitution Adjustment Amount in
connection with any Deleted Mortgage Loan in the related Loan Group
received with respect to such Distribution Date, (d) any Insurance
Proceeds or Liquidation Proceeds allocable to recoveries of
principal of Mortgage Loans in the related Loan Group that are not
yet Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect to
each Mortgage Loan in the related Loan Group that became a
Liquidated Mortgage Loan during the calendar month preceding the
month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received with respect to such Mortgage Loan
during the calendar month preceding
the month of such Distribution Date
with respect to such Mortgage Loan and (f) all Principal
Prepayments with respect to the Mortgage Loans in the related Loan
Group received during the related Prepayment Period, and (ii) with
respect to Subsequent Recoveries attributable to a Discount
Mortgage Loan in the related Loan Group which incurred (1) an
Excess Loss or (2) a Realized Loss after the Senior Credit Support
Depletion Date, the PO Percentage of any Subsequent Recoveries on
the Mortgage Loans in such Loan Group received during the calendar
month preceding the month of such Distribution Date.
PO Percentage
: As to any Discount Mortgage Loan
in a Loan Group, a fraction (expressed as a percentage) the
numerator of which is the excess of the Required Coupon for such
Loan Group over the Adjusted Net Mortgage Rate of such Discount
Mortgage Loan and the denominator of which is such Required Coupon.
As to any Non-Discount Mortgage Loan, 0%.
Pool Characteristics
: Not applicable.
Pool Stated Principal
Balance : As of any date
of determination, the aggregate of the Stated Principal Balances of
the Outstanding Mortgage Loans.
Prepayment Interest
Excess : As to any
Principal Prepayment received by Countrywide Servicing from the
first day through the fifteenth day of any calendar month (other
than the calendar month in which the Cut-off Date occurs), all
amounts paid by the related Mortgagor in respect of interest on
such Principal Prepayment. All Prepayment Interest Excess shall be
paid to the Master Servicer as additional master servicing
compensation.
Prepayment Interest
Shortfall : As to any
Distribution Date, Mortgage Loan and Principal Prepayment received
(a) by Countrywide Servicing on or after the sixteenth day of the
month preceding the month of such Distribution Date (or, in the
case of the first Distribution Date, on or after June 1, 2005) and
on or before the last day of the month preceding the month of such
Distribution Date or (b) by any other servicer during the month
preceding the month of such Distribution Date, the amount, if any,
by which one month’s interest at the related Mortgage Rate,
net of the Master Servicing Fee Rate, on such Principal Prepayment
exceeds the amount of interest paid in connection with such
Principal Prepayment.
Prepayment Period
: As to any Distribution Date and
the related Due Date (i) with respect to any Mortgage Loan directly
serviced by Countrywide Home Loans Servicing LP, the period from
the 16th day of a calendar month (or, in the case of the first
Distribution Date, from June 1, 2005) through the 15th day of the
following calendar month and (ii) with respect to any other
Mortgage Loan, the calendar month immediately preceding the month
of that Distribution Date.
Prepayment Shift
Percentage : Not
applicable.
Primary Insurance
Policy : Each policy of
primary mortgage guaranty insurance or any replacement policy
therefor with respect to any Mortgage Loan.
Prime Rate
: The prime commercial lending rate
of The Bank of New York, as publicly announced to be in effect from
time to time. The Prime Rate shall be adjusted automatically,
without notice, on the effective date of any change in such prime
commercial lending rate. The Prime Rate is not necessarily The Bank
of New York’s lowest rate of interest.
Principal Prepayment
: Any payment of principal by a
Mortgagor on a Mortgage Loan that is received in advance of its
scheduled Due Date and is not accompanied by an amount representing
scheduled interest due on any date or dates in any month or months
subsequent to the month of
prepayment. Partial Principal
Prepayments shall be applied by the Master Servicer in accordance
with the terms of the related Mortgage Note.
Principal Prepayment in
Full : Any Principal
Prepayment made by a Mortgagor of the entire principal balance of a
Mortgage Loan.
Principal Relocation
Payment : A payment from
any Loan Group to a Subsidiary REMIC Interest other than a Tracking
Interest corresponding to that Loan Group as provided in the
Preliminary Statement. Principal Relocation Payments shall be made
of principal allocations comprising principal amounts from a Loan
Group and shall include a proportionate allocation of Realized
Losses from the Mortgage Loans of the Loan Group.
Priority Amount
: As to any Distribution Date, the
amount equal to the sum of (i) the product of (A) the Scheduled
Principal Distribution Amount for Loan Group 2, (B) the Shift
Percentage and (C) the Priority Percentage and (ii) the product of
(A) the Unscheduled Principal Distribution Amount for Loan Group 2,
(B) the Shift Percentage and (C) the Priority
Percentage.
Priority Percentage
: As to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the
aggregate Class Certificate Balance of the Class 2-A-5 and Class
2-A-6 Certificates immediately prior to such Distribution Date, and
the denominator of which is the aggregate of the applicable Non-PO
Percentage of the Stated Principal Balance of each Mortgage Loan in
Loan Group 2 as of the Due Date in the month preceding the month of
such Distribution Date (after giving effect to Principal
Prepayments received in the Prepayment Period related to that prior
Due Date).
Private Certificate
: As specified in the Preliminary
Statement.
Pro Rata Share
: As to any Distribution Date, the
Subordinated Principal Distribution Amount and any Class of
Subordinated Certificates, the portion of the Subordinated
Principal Distribution Amount allocable to such Class, equal to the
product of the Subordinated Principal Distribution Amount on such
Distribution Date and a fraction, the numerator of which is the
related Class Certificate Balance thereof and the denominator of
which is the aggregate of the Class Certificate Balances of the
Subordinated Certificates.
Proprietary Lease
: With respect to any Cooperative
Unit, a lease or occupancy agreement between a Cooperative
Corporation and a holder of related Coop Shares.
Prospectus
: The Prospectus dated June 20, 2005
generally relating to the mortgage pass-through certificates to be
sold by the Depositor.
Prospectus Supplement
: The Prospectus Supplement dated
June 29, 2005 relating to the Offered Certificates.
PUD : Planned Unit Development.
Purchase Price
: With respect to any Mortgage Loan
required to be purchased by a Seller pursuant to Section 2.02 or
2.03 hereof or purchased at the option of the Master Servicer
pursuant to Section 3.11, an amount equal to the sum of (i) 100% of
the unpaid principal balance of the Mortgage Loan on the date of
such purchase, and (ii) accrued interest thereon at the applicable
Mortgage Rate (or at the applicable Adjusted Mortgage Rate if (x)
the purchaser is the Master Servicer or (y) if the purchaser is
Countrywide and Countrywide is an affiliate of the Master Servicer)
from the date through which interest was last paid by the Mortgagor
to the Due Date in the month in which the Purchase Price is to be
distributed to
Certificateholders, and (iii) costs
and damages incurred by the Trust Fund in connection with a
repurchase pursuant to Section 2.03 hereof that arises out of a
violation of any predatory or abusive lending law with respect to
the related Mortgage Loan.
Qualified Insurer
: A mortgage guaranty insurance
company duly qualified as such under the laws of the state of its
principal place of business and each state having jurisdiction over
such insurer in connection with the insurance policy issued by such
insurer, duly authorized and licensed in such states to transact a
mortgage guaranty insurance business in such states and to write
the insurance provided by the insurance policy issued by it,
approved as a FNMA-approved mortgage insurer and having a claims
paying ability rating of at least “AA” or equivalent
rating by a nationally recognized statistical rating organization.
Any replacement insurer with respect to a Mortgage Loan must have
at least as high a claims paying ability rating as the insurer it
replaces had on the Closing Date.
Rating Agency
: Each of the Rating Agencies
specified in the Preliminary Statement. If any such organization or
a successor is no longer in existence, “Rating Agency”
shall be such nationally recognized statistical rating
organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the
Trustee. References herein to a given rating category of a Rating
Agency shall mean such rating category without giving effect to any
modifiers.
Realized Loss
: With respect to each Liquidated
Mortgage Loan, an amount (not less than zero or more than the
Stated Principal Balance of the Mortgage Loan) as of the date of
such liquidation, equal to (i) the Stated Principal Balance of the
Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Adjusted Net Mortgage Rate from the Due Date
as to which interest was last paid or advanced (and not reimbursed)
to Certificateholders up to the Due Date in the month in which
Liquidation Proceeds are required to be distributed on the Stated
Principal Balance of such Liquidated Mortgage Loan from time to
time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied
as recoveries of interest at the Adjusted Net Mortgage Rate and to
principal of the Liquidated Mortgage Loan. With respect to each
Mortgage Loan which has become the subject of a Deficient
Valuation, if the principal amount due under the related Mortgage
Note has been reduced, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such
Deficient Valuation and the principal balance of the Mortgage Loan
as reduced by the Deficient Valuation. With respect to each
Mortgage Loan which has become the subject of a Debt Service
Reduction and any Distribution Date, the amount, if any, by which
the principal portion of the related Scheduled Payment has been
reduced.
To the extent the Master Servicer
receives Subsequent Recoveries with respect to any Mortgage Loan,
the amount of the Realized Loss with respect to that Mortgage Loan
will be reduced by such Subsequent Recoveries.
Recognition Agreement
: With respect to any Cooperative
Loan, an agreement between the Cooperative Corporation and the
originator of such Mortgage Loan which establishes the rights of
such originator in the Cooperative Property.
Record Date
: As to any Distribution Date, the
last Business Day of the month preceding the month of each
Distribution Date.
Reference Bank
: As defined in Section
4.07.
Refinancing Mortgage
Loan : Any Mortgage Loan
originated in connection with the refinancing of an existing
mortgage loan.
Regular Certificates
: As specified in the Preliminary
Statement.
Relief Act
: The Servicemembers Civil Relief
Act.
Relief Act Reductions
: With respect to any Distribution
Date and any Mortgage Loan as to which there has been a reduction
in the amount of interest collectible thereon for the most recently
ended calendar month as a result of the application of the Relief
Act, 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 IA Pass-Through
Rate : With respect to
REMIC IA1A-LT1, a per annum rate equal to the weighted average of
the net mortgage rates on the mortgage loans in loan group 1,
weighted on the basis of the Stated Principal Balances thereof as
of the Due Date in the preceding calendar month (after giving
effect to prepayments received in the Prepayment Period related to
such prior Due Date).
REMIC IB Pass-Through
Rate : With respect to
REMIC IB-LT2, REMIC IB-LT-2A2A, REMIC IB-LT-2A2B, REMIC IB-LT-3,
REMIC IB-LT-3A6 and REMIC IB-LT-AR, the pass-through rates
specified in the Preliminary Statement. With respect REMIC
IB-LT-2X, , a per annum rate equal to the excess of the weighted
average of the net mortgage rates on the each mortgage loans in
loan group 2, weighted on the basis of the Stated Principal
Balances thereof as of the Due Date in the preceding calendar month
(after giving effect to prepayments received in the Prepayment
Period related to such prior Due Date) over 5.50%. With respect
REMIC IB-LT-3X, , a per annum rate equal to the excess of the
weighted average of the net mortgage rates on the each mortgage
loans in loan group 3, weighted on the basis of the Stated
Principal Balances thereof as of the Due Date in the preceding
calendar month (after giving effect to prepayments received in the
Prepayment Period related to such prior Due Date) over 5.50%. With
respect to REMIC IB-LT-3PO, 0.00% per annum.
REMIC II Pass Through
Rate : With respect to
the Group I Certificates, the Class 3-A-1 Certificates, the Class
3-A-2 Certificates, the Class 3-A-3 Certificates, the Class 3-A-4
Certificates, the Class 3-A-5 Certificates, the Class 3-A-8
Certificates, the Class 3-A-11 Certificates, the Class 3-A-12
Certificates, the Class 3-A-13 Certificates, the Class 3-A-14
Certificates, the Class 3-A-15 Certificates, the Class 3-A-16
Certificates, the Class 3-A-17 Certificates, the Class A-R
Certificates, the Class II-M Certificates, the Class II-B-1
Certificates, the Class II-B-2 Certificates, the Class II-B-3
Certificates, the Class II-B-4 Certificates, and the Class II-B-5
Certificates, as specified in the Preliminary Statement.
With respect to the Class 2-A-1
Certificates and each Interest Accrual Period, a per annum rate of
LIBOR plus 0.40%, subject to a maximum and minimum Pass-Through
Rate of 7.00% and 0.40% per annum, respectively. The Pass-Through
Rate for the Class 2-A-1 Certificates for the Interest Accrual
Period for the first Distribution Date is 3.55% per
annum.
With respect to the Class 2-A-2
Certificates and each Interest Accrual Period, a per annum rate of
6.60% minus LIBOR, subject to a maximum and minimum Pass-Through
Rate of 6.60% and 0.00% per annum, respectively. The Pass-Through
Rate for the Class 2-A-2 Certificates for the Interest Accrual
Period for the first Distribution Date is 3.45% per
annum.
With respect to the Class 2-A-3
Certificates and each Interest Accrual Period, a per annum rate of
(i) 16.50% minus (ii) LIBOR multiplied by 2.5, subject to a maximum
and minimum Pass-Through Rate
of 16.50% and 0.00% per annum,
respectively. The Pass-Through Rate for the Class 2-A-3
Certificates for the Interest Accrual Period for the first
Distribution Date is 8.625% per annum.
With respect to the Class 2-A-4
Certificates and each Interest Accrual Period, a per annum rate of
LIBOR plus 1.40%, subject to a maximum and minimum Pass-Through
Rate of 6.00% and 1.40% per annum, respectively. The Pass-Through
Rate for the Class 2-A-4 Certificates for the Interest Accrual
Period for the first Distribution Date is 4.55% per
annum.
With respect to the Class 2-A-5
Certificates and each Interest Accrual Period, a per annum rate of
(i) 17.80% minus (ii) LIBOR multiplied by 3, subject to a maximum
and minimum Pass-Through Rate of 17.80% and 4.00% per annum,
respectively. The Pass-Through Rate for the Class 2-A-5
Certificates for the Interest Accrual Period for the first
Distribution Date is 8.350% per annum.
With respect to the Class 3-A-6
Certificates and each Interest Accrual Period, a per annum rate of
LIBOR plus 0.30%, subject to a maximum and minimum Pass-Through
Rate of 7.00% and 0.30% per annum, respectively. The Pass-Through
Rate for the Class 3-A-6 Certificates for the Interest Accrual
Period for the first Distribution Date is 3.63% per
annum.
With respect to the Class 3-A-7
Certificates and each Interest Accrual Period, a per annum rate of
6.70% minus LIBOR, subject to a maximum and minimum Pass-Through
Rate of 6.70% and 0.00% per annum, respectively. The Pass-Through
Rate for the Class 3-A-7 Certificates for the Interest Accrual
Period for the first Distribution Date is 3.37% per
annum.
With respect to the Class 3-A-9
Certificates and each Interest Accrual Period, a per annum rate of
LIBOR plus 1.40%, subject to a maximum and minimum Pass-Through
Rate of 6.00% and 1.40% per annum, respectively. The Pass-Through
Rate for the Class 3-A-9 Certificates for the Interest Accrual
Period for the first Distribution Date is 4.61% per
annum.
With respect to the Class 3-A-10
Certificates and each Interest Accrual Period, a per annum rate of
(i) 50.60% minus (ii) LIBOR multiplied by 11, subject to a maximum
and minimum Pass-Through Rate of 50.60% and 0.00% per annum,
respectively. The Pass-Through Rate for the Class 2-A-5
Certificates for the Interest Accrual Period for the first
Distribution Date is 15.290% per annum.
REMIC IA Regular
Interests : As specified
in the Preliminary Statement.
REMIC IB Regular
Interests : As specified
in the Preliminary Statement.
REMIC Change of Law
: Any proposed, temporary or final
regulation, revenue ruling, revenue procedure or other official
announcement or interpretation relating to REMICs and the REMIC
Provisions issued after the Closing Date.
REMIC Pass-Through
Rate : The REMIC IA
Pass-Through Rate or REMIC IB Pass-Through Rate.
REMIC Provisions
: Provisions of the federal income
tax law relating to real estate mortgage investment conduits, which
appear at sections 860A through 860G of Subchapter M of Chapter 1
of the Code, and related provisions, and regulations promulgated
thereunder, as the foregoing may be in effect from time to time as
well as provisions of applicable state laws.
REO Property
: A Mortgaged Property acquired by
the Trust Fund through foreclosure or deed-in-lieu of foreclosure
in connection with a defaulted Mortgage Loan.
REMIC Regular Interest
: Any REMIC IA Regular Interest or
REMIC IB Regular Interest.
Request for Release
: The Request for Release submitted
by the Master Servicer to the Trustee, substantially in the form of
Exhibits M and N, as appropriate.
Required Coupon
: With respect to the Mortgage Loans
in Loan Group 1, o % per annum, with respect to the Mortgage Loans
in Loan Group 2, o % per annum and with respect to the Mortgage
Loan sin Loan Group 3 per annum.
Required Insurance
Policy : With respect to
any Mortgage Loan, any insurance policy that is required to be
maintained from time to time under this Agreement.
Residual Certificates
: As specified in the Preliminary
Statement.
Responsible Officer
: When used with respect to the
Trustee, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, any Trust Officer or any other
officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also to
whom, with respect to a particular matter, such matter is referred
because of such officer’s knowledge of and familiarity with
the particular subject.
Restricted Classes
: As defined in Section
4.02(e).
Scheduled Balances
: Not applicable.
Scheduled Classes
: As specified in the Preliminary
Statement.
Scheduled Payment
: The scheduled monthly payment on a
Mortgage Loan due on any Due Date allocable to principal and/or
interest on such Mortgage Loan which, unless otherwise specified
herein, shall give effect to any related Debt Service Reduction and
any Deficient Valuation that affects the amount of the monthly
payment due on such Mortgage Loan.
Scheduled Principal Distribution
Amount : As to any
Distribution Date and Loan Group, an amount equal to the sum of the
Non-PO Percentage of all amounts described in subclauses (a)
through (d) of clause (i) of the definition of “Non-PO
Formula Principal Amount” for such Distribution Date and Loan
Group.
Securities Act
: The Securities Act of 1933, as
amended.
Seller : Countrywide, Park Granada, Park Monaco or Park
Sienna, as applicable.
Senior Certificate
Group : As specified in
the Preliminary Statement.
Senior Certificates
: As specified in the Preliminary
Statement.
Senior Credit Support Depletion
Date : The date on which
the Class Certificate Balance of each Class of Subordinated
Certificates has been reduced to zero.
Senior Percentage
: As to any Senior Certificate Group
and Distribution Date, the percentage equivalent of a fraction the
numerator of which is the aggregate of the Class Certificate
Balances of each Class of Senior Certificates of such Senior
Certificate Group (other than the related PO Class, if any, and
Notional Amount Certificates) immediately prior to such
Distribution Date and the denominator of which is the aggregate of
the applicable Non-PO Percentage of the Stated Principal Balance of
each Mortgage
Loan in the related Loan Group as of
the Due Date occurring in the month prior to the month of such
Distribution Date (after giving effect to Principal Prepayments
received in the Prepayment Period related to such prior Due Date);
provided, however, that on any Distribution Date after the third
Senior Termination Date, the Senior Percentage for the Senior
Certificates of the remaining Senior Certificate Group is the
percentage equivalent of a fraction, the numerator of which is the
aggregate of the Class Certificate Balances of each such Class of
Senior Certificates (other than the related PO Class, if any, and
Notional Amount Certificates) of such remaining Senior Certificate
Group immediately prior to such Distribution Date and the
denominator is the aggregate of the Class Certificate Balances of
all Classes of Certificates (other than the PO Classes and the
Notional Amount Certificates), immediately prior to such
Distribution Date.
Senior Prepayment
Percentage : As to a
Senior Certificate Group and any Distribution Date during the five
years beginning on the first Distribution Date, 100%. The Senior
Prepayment Percentage 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 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 all of the Loan
Groups.
Senior Principal Distribution
Amount : As to any
Distribution Date and Senior Certificate Group, the sum of (i) the
sum, not less than zero, of the related Senior Percentage of the
applicable Non-PO Percentage of all amounts described in subclauses
(a) through (d) of clause (i) of the definition of “Non-PO
Formula Principal Amount” with respect to the related Loan
Group for such Distribution Date, (ii) with respect to any Mortgage
Loan in the related Loan Group that became a Liquidated Mortgage
Loan during the calendar month preceding the month of such
Distribution Date, the lesser of (x) the related Senior Percentage
of the applicable Non-PO Percentage of the Stated Principal Balance
of such Mortgage Loan and (y) either (A) the related Senior
Prepayment Percentage of the applicable Non-PO Percentage of the
amount of the Liquidation Proceeds allocable to principal received
on the Mortgage Loan or (B) if an Excess Loss was sustained with
respect to such Liquidated Mortgage Loan during such prior calendar
month, the related Senior Percentage of the applicable Non-PO
Percentage of the amount of the Liquidation Proceeds allocable to
principal received with respect to such Mortgage Loan, and (iii)
the sum of (x) the related Senior Prepayment Percentage of the
applicable Non-PO Percentage of the amounts described in subclause
(f) of clause (i) of the definition of “Non-PO Formula
Principal Amount” with respect to the related Loan Group for
such Distribution Date plus (y) the related Senior Prepayment
Percentage of any Subsequent Recoveries 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 third Senior Termination Date, the Senior Principal
Distribution Amount for the remaining Senior Certificate Group will
be calculated pursuant to the above formula based on all the
Mortgage Loans in the Mortgage Pool, as opposed to the Mortgage
Loans in the related Loan Group and, if such Distribution Date is
after the third Senior Termination Date, shall be reduced by the
amount of the principal distribution made pursuant to (a) if the
Group 1 Senior Certificates are reduced to zero on such date,
Section 4.02(a)(1)(iv)(y), (b) if the Group 2 Senior Certificates
are reduced to zero on such date, Section
4.02(a)(2)(iv)(y) and (c) if the
Group 3 Senior Certificates are reduced to zero on such date,
Section 4.02(a)(3)(iv)(y).
Senior Step Down
Conditions : With respect
to all Mortgage Loans: (i) the outstanding principal balance of all
Mortgage Loans delinquent 60 days or more (including Mortgage Loans
in foreclosure, REO Property and Mortgage Loans the mortgagors of
which are in bankruptcy) (averaged over the preceding six month
period), as a percentage of (a) if such date is on or prior to the
third Senior Termination Date, the Subordinated Percentage for such
Loan Group of the aggregate of the applicable Non-PO Percentage of
the aggregate Stated Principal Balance of the Mortgage Loans in
that Loan Group, or (b) if such date is after the third Senior
Termination Date, the aggregate Class Certificate Balance of the
Subordinated Certificates, does not equal or exceed 50%, and (ii)
cumulative Realized Losses on the Mortgage Loans in each Loan Group
do not exceed: (a) for the Distribution Date on the fifth
anniversary of the first Distribution Date, 30% of the Original
Subordinate Principal Balance, (b) for the Distribution Date on the
sixth anniversary of the first Distribution Date, 35% of the
Original Subordinate Principal Balance, (c) for the Distribution
Date on the seventh anniversary of the first Distribution Date, 40%
of the Original Subordinate Principal Balance, (d) for the
Distribution Date on the eighth anniversary of the first
Distribution Date, 45% of the Original Subordinate Principal
Balance, and (e) for the Distribution Date on the ninth anniversary
of the first Distribution Date, 50% of the Original Subordinate
Principal Balance.
Senior Termination
Date : For any Senior
Certificate Group, the Distribution Date on which the aggregate
Class Certificate Balance of the Senior Certificates in such Senior
Certificate Group (other than the related PO Class) has been
reduced to zero.
Servicing Advances
: All customary, reasonable and
necessary “out of pocket” costs and expenses incurred
in the performance by the Master Servicer of its servicing
obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property,
(ii) any expenses reimbursable to the Master Servicer pursuant to
Section 3.11 and any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of any REO
Property and (iv) compliance with the obligations under Section
3.09.
Servicing Officer
: Any officer of the Master Servicer
involved in, or responsible for, the administration and servicing
of the Mortgage Loans whose name and facsimile signature appear on
a list of servicing officers furnished to the Trustee by the Master
Servicer on the Closing Date pursuant to this Agreement, as such
list may from time to time be amended.
Shift Percentage
: As to any Distribution Date
occurring during the five years beginning on the first Distribution
Date, 0%. For any Distribution Date occurring on or after the fifth
anniversary of the first Distribution Date will be as follows: for
any Distribution Date in the first year thereafter, 30%; for any
Distribution Date in the second year thereafter, 40%; for any
Distribution Date in the third year thereafter, 60%; for any
Distribution Date in the fourth year thereafter, 80%; and for any
Distribution Date thereafter, 100%.
Special Hazard Coverage
Termination Date : The
point in time at which the Special Hazard Loss Coverage Amount is
reduced to zero.
Special Hazard Loss
: Any Realized Loss suffered by a
Mortgaged Property on account of direct physical loss but not
including (i) any loss of a type covered by a hazard insurance
policy or a flood insurance policy required to be maintained with
respect to such Mortgaged Property pursuant to Section 3.09 to the
extent of the amount of such loss covered thereby, or (ii) any loss
caused by or resulting from:
|
(a)
|
normal wear and tear;
|
|
(b)
|
fraud, conversion or other dishonest act on the
part of the Trustee, the Master Servicer or any of their agents or
employees (without regard to any portion of the loss not covered by
any errors and omissions policy);
|
|
(c)
|
errors in design, faulty workmanship or faulty
materials, unless the collapse of the property or a part thereof
ensues and then only for the ensuing loss;
|
|
(d)
|
nuclear or chemical reaction or nuclear
radiation or radioactive or chemical contamination, all whether
controlled or uncontrolled, and whether such loss be direct or
indirect, proximate or remote or be in whole or in part caused by,
contributed to or aggravated by a peril covered by the definition
of the term “Special Hazard Loss;”
|
|
(e)
|
hostile or warlike action in time of peace and
war, including action in hindering, combating or defending against
an actual, impending or expected attack:
|
|
|
1.
|
by any government or sovereign power, de jure or
de facto, or by any authority maintaining or using military, naval
or air forces; or
|
|
2.
|
by military, naval or air forces;
or
|
|
|
3.
|
by an agent of any such government,
power, authority or forces;
|
|
(f)
|
any weapon of war employing nuclear
fission, fusion or other radioactive force, whether in time of
peace or war; or
|
|
(g)
|
insurrection, rebellion, revolution,
civil war, usurped power or action taken by governmental authority
in hindering, combating or defending against such an occurrence,
seizure or destruction under quarantine or customs regulations,
confiscation by order of any government or public authority or
risks of contraband or illegal transportation or trade.
|
S&P : Standard & Poor’s, a division of The
McGraw-Hill Companies, Inc. If S&P is designated as a Rating
Agency in the Preliminary Statement, for purposes of Section
10.05(b) the address for notices to S&P shall be Standard &
Poor’s, 55 Water Street, New York, New York 10041, Attention:
Mortgage Surveillance Monitoring, or such other address as S&P
may hereafter furnish to the Depositor and the Master
Servicer.
Startup Day
: The Closing Date.
Stated Principal
Balance : As to any
Mortgage Loan and Due Date, the unpaid principal balance of such
Mortgage Loan as of such Due Date, as specified in the amortization
schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any moratorium or similar
waiver or grace period) after giving effect to the sum of: (i) any
previous partial Principal Prepayments and the payment of principal
due on such Due Date, irrespective of any delinquency in payment by
the related Mortgagor, and (ii) Liquidation Proceeds allocable to
principal (other than with respect to any Liquidated Mortgage Loan)
received in the prior calendar month and Principal Prepayments
received through the last day of the related Prepayment Period, in
each case, with respect to that Mortgage Loan.
Streamlined Documentation
Mortgage Loan : Any
Mortgage Loan originated pursuant to Countrywide’s
Streamlined Loan Documentation Program then in effect. For the
purposes of this
Agreement, a Mortgagor is eligible
for a mortgage pursuant to Countrywide’s Streamlined Loan
Documentation Program if that Mortgagor is refinancing an existing
mortgage loan that was originated or acquired by Countrywide where,
among other things, the mortgage loan has not been more than 30
days delinquent in payment during the previous twelve-month
period.
Subordinated
Certificates : As
specified in the Preliminary Statement.
Subordinated
Percentage : As to any
Distribution Date on or prior to the third Senior Termination Date
and any Loan Group, 100% minus the Senior Percentage for the Senior
Certificate Group relating to such Loan Group for such Distribution
Date. As to any Distribution Date after the third Senior
Termination Date, 100% minus the Senior Percentage for such
Distribution Date.
Subordinated Portion
: For any Distribution Date, an
amount equal to the aggregate Stated Principal Balance of the
Mortgage Loans in the related Loan Group as of the end of the
Prepayment Period related to the immediately preceding Distribution
Date, minus the aggregate Class Certificate Balance of the
related Senior Certificates immediately prior to such Distribution
Date.
Subordinated Prepayment
Percentage : As to any
Distribution Date and Loan Group, 100% minus the related Senior
Prepayment Percentage for such Distribution Date.
Subordinated Principal
Distribution Amount :
With respect to any Distribution Date and Loan Group, an amount
equal to the excess of (A) the sum, not less than zero, of the sum
of (i) the Subordinated Percentage of the applicable Non-PO
Percentage for such Loan Group of all amounts described in
subclauses (a) through (d) of clause (i) of the definition of
“Non-PO Formula Principal Amount” for such Distribution
Date, (ii) with respect to each Mortgage Loan that became a
Liquidated Mortgage Loan during the calendar month preceding the
month of such Distribution Date, the applicable Non-PO Percentage
of the amount of the Liquidation Proceeds allocated to principal
received with respect thereto remaining after application thereof
pursuant to clause (ii) of the definition of Senior Principal
Distribution Amount, up to the Subordinated Percentage for such
Loan Group of the applicable Non-PO Percentage of the Stated
Principal Balance of such Mortgage Loan, and (iii) the Subordinated
Prepayment Percentage of the applicable Non-PO Percentage of all
amounts described in subclause (f) of clause (i) of the definition
of “Non-PO Formula Principal Amount” for such Loan
Group and Distribution Date, and (iv) the Subordinated Prepayment
Percentage of any Subsequent Recoveries described in clause (ii) of
the definition of “Non-PO Formula Principal Amount” for
such Distribution Date, over (B) the amount of any payments in
respect of Class PO Deferred Amounts for the related PO Class on
the related Distribution Date, provided, however, that on any
Distribution Date after the third Senior Termination Date, the
Subordinated Principal Distribution Amount will not be calculated
by Loan Group but will equal the amount calculated pursuant to the
formula set forth above based on the applicable Subordinated
Percentage for the Subordinated Certificates for such Distribution
Date with respect to all of the Mortgage Loans as opposed to the
Mortgage Loans in the related Loan Group.
Subordinate Pass-Through
Rate : For the Interest
Accrual Period related to each Distribution Date, a per annum rate
equal to (1) the sum of the following for each Loan Group: the
product of (x) the Class Interest Rate of the Loan Group and (y)
the related Subordinated Portion immediately prior to that
Distribution Date, divided by (2) the aggregate Class
Certificate Balance of the Subordinated Certificates immediately
prior to that Distribution Date.
Subsequent Recoveries
: As to any Distribution Date, with
respect to a Liquidated Mortgage Loan that resulted in a Realized
Loss in a prior calendar month, unexpected amounts received by the
Master Servicer (net of any related expenses permitted to be
reimbursed pursuant to Section 3.08) specifically related to such
Liquidated Mortgage Loan.
Subservicer
: Any person to whom the Master
Servicer has contracted for the servicing of all or a portion of
the Mortgage Loans pursuant to Section 3.02 hereof.
Substitute Mortgage
Loan : A Mortgage Loan
substituted by the applicable Seller for a Deleted Mortgage Loan
which must, on the date of such substitution, as confirmed in a
Request for Release, substantially in the form of Exhibit M, (i)
have a Stated Principal Balance, after deduction of the principal
portion of the Scheduled Payment due in the month of substitution,
not in excess of, and not more than 10% less than the Stated
Principal Balance of the Deleted Mortgage Loan; (ii) be accruing
interest at a rate no lower than and not more than 1% per annum
higher than, that of the Deleted Mortgage Loan; (iii) have a
Loan-to-Value Ratio no higher than that of the Deleted Mortgage
Loan; (iv) have a remaining term to maturity no greater than (and
not more than one year less than that of) the Deleted Mortgage
Loan; (v) not be a Cooperative Loan unless the Deleted Mortgage
Loan was a Cooperative Loan and (vi) comply with each
representation and warranty set forth in Section 2.03
hereof.
Substitution Adjustment
Amount : The meaning
ascribed to such term pursuant to Section 2.03.
Tax Matters Person
: The person designated as
“tax matters person” in the manner provided under
Treasury regulation § 1.860F-4(d) and temporary Treasury
regulation § 301.6231(a)(7)1T. Initially, the Tax Matters
Person shall be the Trustee.
Tax Matters Person
Certificate : The Class
A-R Certificate with a Denomination of $0.01.
Transfer : Any direct or indirect transfer or sale of any
Ownership Interest in a Residual Certificate.
Trustee : The Bank of New York and its successors and,
if a successor trustee is appointed hereunder, such
successor.
Trustee Advance Rate
: With respect to any Advance made
by the Trustee pursuant to Section 4.01(b), a per annum rate of
interest determined as of the date of such Advance equal to the
Prime Rate in effect on such date plus 5.00%.
Trustee Fee
: As to any Distribution Date, an
amount equal to one-twelfth of the Trustee Fee Rate multiplied by
the Pool Stated Principal Balance with respect to such Distribution
Date.
Trustee Fee Rate
: With respect to each Mortgage
Loan, the per annum rate agreed upon in writing on or prior to the
Closing Date by the Trustee and the Depositor.
Trust Fund
: The corpus of the trust created
hereunder consisting of (i) the Mortgage Loans and all interest and
principal received on or with respect thereto after the Cut-off
Date to the extent not applied in computing the Cut-off Date
Principal Balance thereof; (ii) the Certificate Account and the
Distribution Account, and all amounts deposited therein pursuant to
the applicable provisions of this Agreement; (iii) property that
secured a Mortgage Loan and has been acquired by foreclosure,
deed-in-lieu of foreclosure or otherwise; and (iv) all proceeds of
the conversion, voluntary or involuntary, of any of the
foregoing.
Uncertificated Accrued
Interest : With respect
to each REMIC Regular Interest on each Distribution Date, an amount
equal to one month’s interest at the related REMIC
Pass-Through Rate on the Uncertificated Principal Balance of such
REMIC Regular Interest. In each case, Uncertificated Accrued
Interest will be reduced by any Prepayment Interest Shortfalls and
shortfalls resulting from application of the Relief Act.
Uncertificated Notional
Amount :
Uncertificated Principal
Balance : With respect to
each REMIC Regular Interest, the principal amount of such REMIC
Regular Interest outstanding as of any date of determination. As of
the Closing Date, the Uncertificated Principal Balance of each
REMIC Regular Interest shall equal the amount set forth in the
Preliminary Statement hereto as its initial Uncertificated
Principal Balance. On each Distribution Date, the Uncertificated
Principal Balance of each REMIC Regular Interest shall be reduced
by all distributions of principal made on such REMIC Regular
Interest on such Distribution Date pursuant to Section [ ], as
applicable and, if and to the extent necessary and appropriate,
shall be further reduced on such Distribution Date by Realized
Losses, as provided in Sections [ ]. The Uncertificated Principal
Balance of each REMIC Regular Interest shall never be less than
zero.
Undercollateralized
Group : As defined in
Section 4.05.
Underwriter’s
Exemption : Prohibited
Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as
amended (or any successor thereto), or any substantially similar
administrative exemption granted by the U.S. Department of
Labor.
Underwriter
: As specified in the Preliminary
Statement.
Unscheduled Principal
Distribution Amount : As
to any Distribution Date and Loan Group, an amount equal to the sum
of (i) with respect to each Mortgage Loan in that Loan Group that
became a Liquidated Mortgage Loan during the calendar month
preceding the month of such Distribution Date, the applicable
Non-PO Percentage of the Liquidation Proceeds allocable to
principal received with respect to such Mortgage Loan, (ii) the
applicable Non-PO Percentage of the amount described in subclause
(f) of clause (i) of the definition of “Non-PO Formula
Principal Amount” for such Loan Group and Distribution Date
and (iii) any Subsequent Recoveries described in clause (ii) of the
definition of “Non-PO Formula Principal Amount” for
such Loan Group and Distribution Date.
Voting Rights
: The portion of the voting rights
of all of the Certificates which is allocated to any Certificate.
As of any date of determination, (a) 1% of all Voting Rights shall
be allocated to each Class of Notional Amount Certificates, if any
(such Voting Rights to be allocated among the holders of
Certificates of each such Class in accordance with their respective
Percentage Interests), and (b) the remaining Voting Rights (or 100%
of the Voting Rights if there is no Class of Notional Amount
Certificates) shall be allocated among Holders of the remaining
Classes of Certificates in proportion to the Certificate Balances
of their respective Certificates on such date.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND
WARRANTIES
|
Section 2.01.
|
Conveyance of Mortgage
Loans .
|
(a) Each
Seller, concurrently with the execution and delivery hereof, hereby
sells, transfers, assigns, sets over and otherwise conveys to the
Depositor, without recourse, all its respective right, title and
interest in and to the related Mortgage Loans, including all
interest and principal received or receivable by such Seller on or
with respect to the Mortgage Loans after the Cut-off Date and all
interest and principal payments on the related Mortgage Loans
received prior to the Cut-off Date in respect of installments of
interest and principal due thereafter, but not including payments
of principal and interest due and payable on such Mortgage Loans on
or before the Cut-off Date. On or prior to the Closing Date,
Countrywide shall deliver to the Depositor or, at the
Depositor’s direction, to the Trustee or other designee of
the Depositor, the Mortgage File for each Mortgage Loan listed in
the Mortgage Loan Schedule (except that, in the case of the Delay
Delivery Mortgage Loans (which may include Countrywide Mortgage
Loans, Park Granada Mortgage Loans, Park Monaco Mortgage Loans and
Park Sienna Mortgage Loans), such delivery may take place within
thirty (30) days following the Closing Date). Such delivery of the
Mortgage Files shall be made against payment by the Depositor of
the purchase price, previously agreed to by the Sellers and
Depositor, for the Mortgage Loans. With respect to any Mortgage
Loan that does not have a first payment date on or before the Due
Date in the month of the first Distribution Date, Countrywide shall
deposit into the Distribution Account on or before the Distribution
Account Deposit Date relating to the first applicable Distribution
Date, an amount equal to one month’s interest at the related
Adjusted Mortgage Rate on the Cut-off Date Principal Balance of
such Mortgage Loan.
(b) Immediately
upon the conveyance of the Mortgage Loans referred to in clause
(a), the Depositor sells, transfers, assigns, sets over and
otherwise conveys to the Trustee for the benefit of the
Certificateholders, without recourse, all the right, title and
interest of the Depositor in and to the Trust Fund together with
the Depositor’s right to require each Seller to cure any
breach of a representation or warranty made herein by such Seller
or to repurchase or substitute for any affected Mortgage Loan in
accordance herewith.
(c) In
connection with the transfer and assignment set forth in clause (b)
above, the Depositor has delivered or caused to be delivered to the
Trustee (or, in the case of the Delay Delivery Mortgage Loans, will
deliver or cause to be delivered to the Trustee within thirty (30)
days following the Closing Date) for the benefit of the
Certificateholders the following documents or instruments with
respect to each Mortgage Loan so assigned:
(i) (A)
the original Mortgage Note endorsed by manual or facsimile
signature in blank in the following form: “Pay to the order
of ____________ without recourse,” with all intervening
endorsements showing a complete chain of endorsement from the
originator to the Person endorsing the Mortgage Note (each such
endorsement being sufficient to transfer all right, title and
interest of the party so endorsing, as noteholder or assignee
thereof, in and to that Mortgage Note); or
(B) with
respect to any Lost Mortgage Note, a lost note affidavit from
Countrywide stating that the original Mortgage Note was lost or
destroyed, together with a copy of such Mortgage Note;
(ii) except
as provided below and for each Mortgage Loan that is not a MERS
Mortgage Loan, the original recorded Mortgage or a copy of such
Mortgage certified by Countrywide as
being a true and complete copy of
the Mortgage (or, in the case of a Mortgage for which the related
Mortgaged Property is located in the Commonwealth of Puerto Rico, a
true copy of the Mortgage certified as such by the applicable
notary) and in the case of each MERS Mortgage Loan, the original
Mortgage, noting the presence of the MIN of the Mortgage Loans and
either language indicating that the Mortgage Loan is a MOM Loan if
the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a
MOM Loan at origination, the original Mortgage and the assignment
thereof to MERS, with evidence of recording indicated thereon, or a
copy of the Mortgage certified by the public recording office in
which such Mortgage has been recorded;
(iii) in
the case of each Mortgage Loan that is not a MERS Mortgage Loan, a
duly executed assignment of the Mortgage (which may be included in
a blanket assignment or assignments), together with, except as
provided below, all interim recorded assignments of such mortgage
(each such assignment, when duly and validly completed, to be in
recordable form and sufficient to effect the assignment of and
transfer to the assignee thereof, under the Mortgage to which the
assignment relates); provided that, if the related Mortgage has not
been returned from the applicable public recording office, such
assignment of the Mortgage may exclude the information to be
provided by the recording office; provided, further, that such
assignment of Mortgage need not be delivered in the case of a
Mortgage for which the related Mortgaged Property is located in the
Commonwealth of Puerto Rico;
(iv) the
original or copies of each assumption, modification, written
assurance or substitution agreement, if any;
(v) except
as provided below, the original or duplicate original
lender’s title policy or a printout of the electronic
equivalent and all riders thereto; and
(vi) in
the case of a Cooperative Loan, the originals of the following
documents or instruments:
|
(A)
|
The Coop Shares, together with a
stock power in blank;
|
|
(B)
|
The executed Security
Agreement;
|
|
|
(C)
|
The executed Proprietary
Lease;
|
|
|
(D)
|
The executed Recognition
Agreement;
|
|
|
|
|
|
|
|
(E) The
executed UCC-1 financing statement with evidence of recording
thereon which have been filed in all places required to perfect the
Seller’s interest in the Coop Shares and the Proprietary
Lease; and
(F) The
executed UCC-3 financing statements or other appropriate UCC
financing statements required by state law, evidencing a complete
and unbroken line from the mortgagee to the Trustee with evidence
of recording thereon (or in a form suitable for
recordation).
In addition, in connection with the
assignment of any MERS Mortgage Loan, each Seller agrees that it
will cause, at the Trustee’s expense, the MERS® System
to indicate that the Mortgage Loans sold by such Seller to the
Depositor have been assigned by that Seller to the Trustee in
accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of
Mortgage Loans which are repurchased in accordance with this
Agreement) in such computer files the information required by the
MERS® System to identify the series of the Certificates issued
in connection with such Mortgage Loans. Each Seller further agrees
that it will not, and will not permit the Master Servicer
to,
and the Master Servicer agrees that
it will not, alter the information referenced in this paragraph
with respect to any Mortgage Loan sold by such Seller to the
Depositor during the term of this Agreement unless and until such
Mortgage Loan is repurchased in accordance with the terms of this
Agreement.
In the event that in connection with
any Mortgage Loan that is not a MERS Mortgage Loan the Depositor
cannot deliver (a) the original recorded Mortgage, (b) all interim
recorded assignments or (c) the lender’s title policy
(together with all riders thereto) satisfying the requirements of
clause (ii), (iii) or (v) above, respectively, concurrently with
the execution and delivery hereof because such document or
documents have not been returned from the applicable public
recording office in the case of clause (ii) or (iii) above, or
because the title policy has not been delivered to either the
Master Servicer or the Depositor by the applicable title insurer in
the case of clause (v) above, the Depositor shall promptly deliver
to the Trustee, in the case of clause (ii) or (iii) above, such
original Mortgage or such interim assignment, as the case may be,
with evidence of recording indicated thereon upon receipt thereof
from the public recording office, or a copy thereof, certified, if
appropriate, by the relevant recording office, but in no event
shall any such delivery of the original Mortgage and each such
interim assignment or a copy thereof, certified, if appropriate, by
the relevant recording office, be made later than one year
following the Closing Date, or, in the case of clause (v) above, no
later than 120 days following the Closing Date; provided ,
however , in the event the Depositor is unable to deliver by
such date each Mortgage and each such interim assignment by reason
of the fact that any such documents have not been returned by the
appropriate recording office, or, in the case of each such interim
assignment, because the related Mortgage has not been returned by
the appropriate recording office, the Depositor shall deliver such
documents to the Trustee as promptly as possible upon receipt
thereof and, in any event, within 720 days following the Closing
Date. The Depositor shall forward or cause to be forwarded to the
Trustee (a) from time to time additional original documents
evidencing an assumption or modification of a Mortgage Loan and (b)
any other documents required to be delivered by the Depositor or
the Master Servicer to the Trustee. In the event that the original
Mortgage is not delivered and in connection with the payment in
full of the related Mortgage Loan and the public recording office
requires the presentation of a “lost instruments affidavit
and indemnity” or any equivalent document, because only a
copy of the Mortgage can be delivered with the instrument of
satisfaction or reconveyance, the Master Servicer shall execute and
deliver or cause to be executed and delivered such a document to
the public recording office. In the case where a public recording
office retains the original recorded Mortgage or in the case where
a Mortgage is lost after recordation in a public recording office,
Countrywide shall deliver to the Trustee a copy of such Mortgage
certified by such public recording office to be a true and complete
copy of the original recorded Mortgage.
As promptly as practicable
subsequent to such transfer and assignment, and in any event,
within thirty (30) days thereafter, the Trustee shall (i) as the
assignee thereof, affix the following language to each assignment
of Mortgage: “CWMBS Series 2005-J2, The Bank of New York, as
trustee”, (ii) cause such assignment to be in proper form for
recording in the appropriate public office for real property
records and (iii) cause to be delivered for recording in the
appropriate public office for real property records the assignments
of the Mortgages to the Trustee, except that, with respect to any
assignments of Mortgage as to which the Trustee has not received
the information required to prepare such assignment in recordable
form, the Trustee’s obligation to do so and to deliver the
same for such recording shall be as soon as practicable after
receipt of such information and in any event within thirty (30)
days after receipt thereof and that the Trustee need not cause to
be recorded any assignment which relates to a Mortgage Loan (a) the
Mortgaged Property and Mortgage File relating to which are located
in California or (b) in any other jurisdiction (including Puerto
Rico) under the laws of which in the opinion of counsel the
recordation of such assignment is not necessary to protect the
Trustee’s and the Certificateholders’ interest in the
related Mortgage Loan.
In the case of Mortgage Loans that
have been prepaid in full as of the Closing Date, the Depositor, in
lieu of delivering the above documents to the Trustee, will deposit
in the Certificate Account the portion of such payment that is
required to be deposited in the Certificate Account pursuant to
Section 3.05 hereof.
Notwithstanding anything to the
contrary in this Agreement, within thirty (30) days after the
Closing Date with respect to the Mortgage Loans, Countrywide (on
its own behalf and on behalf of Park Granada, Park Monaco and Park
Sienna) shall either (i) deliver to the Depositor, or at the
Depositor’s direction, to the Trustee or other designee of
the Depositor the Mortgage File as required pursuant to this
Section 2.01 for each Delay Delivery Mortgage Loan or (ii) either
(A) substitute a Substitute Mortgage Loan for the Delay Delivery
Mortgage Loan or (B) repurchase the Delay Delivery Mortgage Loan,
which substitution or repurchase shall be accomplished in the
manner and subject to the conditions set forth in Section 2.03
(treating each Delay Delivery Mortgage Loan as a Deleted Mortgage
Loan for purposes of such Section 2.03); provided, however, that if
Countrywide fails to deliver a Mortgage File for any Delay Delivery
Mortgage Loan within the thirty (30) day period provided in the
prior sentence, Countrywide (on its own behalf and on behalf of
Park Granada, Park Monaco and Park Sienna) shall use its best
reasonable efforts to effect a substitution, rather than a
repurchase of, such Deleted Mortgage Loan and provided further that
the cure period provided for in Section 2.02 or in Section 2.03
shall not apply to the initial delivery of the Mortgage File for
such Delay Delivery Mortgage Loan, but rather Countrywide (on its
own behalf and on behalf of Park Granada, Park Monaco and Park
Sienna) shall have five (5) Business Days to cure such failure to
deliver. At the end of such thirty (30) day period the Trustee
shall send a Delay Delivery Certification for the Delay Delivery
Mortgage Loans delivered during such thirty (30) day period in
accordance with the provisions of Section 2.02.
(d) Neither
the Depositor nor the Trust will acquire or hold any Mortgage Loan
that would violate the representations made by Countrywide set
forth in clauses (50), (51) and (52) of Schedule III-A
hereto.
|
Section 2.02.
|
Acceptance by Trustee of the
Mortgage Loans .
|
(a) The
Trustee acknowledges receipt of the documents identified in the
Initial Certification in the form annexed hereto as Exhibit F-1 and
declares that it holds and will hold such documents and the other
documents delivered to it constituting the Mortgage Files, and that
it holds or will hold such other assets as are included in the
Trust Fund, in trust for the exclusive use and benefit of all
present and future Certificateholders. The Trustee acknowledges
that it will maintain possession of the Mortgage Notes in the State
of California, unless otherwise permitted by the Rating
Agencies.
The Trustee agrees to execute and
deliver on the Closing Date to the Depositor, the Master Servicer
and Countrywide (on its own behalf and on behalf of Park Granada,
Park Monaco and Park Sienna) an Initial Certification in the form
annexed hereto as Exhibit F-1. 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, review or examine
said documents, instruments, certificates or other papers to
determine that the same are genuine, enforceable or appropriate for
the represented purpose or that they have actually been recorded in
the real estate records or that they are other than what they
purport to be on their face.
On or about the thirtieth (30
th ) day after the Closing Date, the Trustee shall
deliver to the Depositor, the Master Servicer and Countrywide (on
its own behalf and on behalf of Park Granada, Park Monaco and Park
Sienna) a Delay Delivery Certification with respect to the Mortgage
Loans in the form annexed hereto as Exhibit G-1, with any
applicable exceptions noted thereon.
Not later than 90 days after the
Closing Date, the Trustee shall deliver to the Depositor, the
Master Servicer and Countrywide (on its own behalf and on behalf of
Park Granada, Park Monaco and Park Sienna) a Final Certification
with respect to the Mortgage Loans in the form annexed hereto as
Exhibit H-1, 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.
Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and Park Sienna) shall promptly correct or cure such defect
within 90 days from the date it was so notified of such defect and,
if Countrywide does not correct or cure such defect within such
period, Countrywide (on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna) shall either (a) substitute
for the related Mortgage Loan a Substitute Mortgage Loan, which
substitution shall be accomplished in the manner and subject to the
conditions set forth in Section 2.03, or (b) purchase such Mortgage
Loan from the Trustee within 90 days from the date Countrywide (on
its own behalf and on behalf of Park Granada, Park Monaco and Park
Sienna) was notified of such defect in writing at the Purchase
Price of such Mortgage Loan; provided, however, that in no event
shall such substitution or purchase occur more than 540 days from
the Closing Date, except that if the substitution or purchase of a
Mortgage Loan pursuant to this provision is required by reason of a
delay in delivery of any documents by the appropriate recording
office, and there is a dispute between either the Master Servicer
or Countrywide (on its own behalf and on behalf of Park Granada,
Park Monaco and Park Sienna) and the Trustee over the location or
status of the recorded document, then such substitution or purchase
shall occur within 720 days from the Closing Date. The Trustee
shall deliver written notice to each Rating Agency within 270 days
from the Closing Date indicating each Mortgage Loan (a) 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 Countrywide (on its own behalf and on behalf
of Park Granada, Park Monaco and Park Sienna) in the Certificate
Account on or prior to the Distribution Account Deposit Date for
the Distribution Date in the month following the month of
repurchase and, upon receipt of such deposit and certification with
respect thereto in the form of Exhibit N hereto, the Trustee shall
release the related Mortgage File to Countrywide (on its own behalf
and on behalf of Park Granada, Park Monaco and Park Sienna) and
shall execute and deliver at Countrywide’s (on its own behalf
and on behalf of Park Granada, Park Monaco and Park Sienna) request
such instruments of transfer or assignment prepared by Countrywide,
in each case without recourse, as shall be necessary to vest in
Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and Park Sienna), or its designee, the Trustee’s
interest in any Mortgage Loan released pursuant hereto. If pursuant
to the foregoing provisions Countrywide (on its own behalf and on
behalf of Park Granada, Park Monaco and Park Sienna) repurchases 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 Countrywide (on its own behalf and on behalf of Park Granada,
Park Monaco and Park Sienna) or its designee and shall cause such
Mortgage to be removed from registration on the MERS® System
in accordance with MERS’ rules and regulations or (ii)
cause
MERS to designate on the MERS®
System Countrywide (on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna) or its designee as the
beneficial holder of such Mortgage Loan.
(c) 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.
(d) It
is understood and agreed that the respective obligations of each
Seller to substitute for or to purchase any Mortgage Loan sold to
the Depositor by it which does not meet the requirements of Section
2.01 above shall constitute the sole remedy respecting such defect
available to the Trustee, the Depositor and any Certificateholder
against that Seller.
|
SECTION 2.03.
|
Representations, Warranties and Covenants of the
Sellers and Master Servicer .
|
(a) Countrywide
hereby makes the representations and warranties set forth in (i)
Schedule II hereto, and by this reference incorporated herein, to
the Depositor, the Master Servicer and the Trustee, as of the
Closing Date, (ii) Schedule III-A hereto, and by this reference
incorporated herein, to the Depositor, the Master Servicer and the
Trustee, as of the Closing Date, or if so specified therein, as of
the Cut-off Date with respect to all of the Mortgage Loans, and
(iii) Schedule III-B hereto, and by this reference incorporated
herein, to the Depositor, the Master Servicer and the Trustee, as
of the Closing Date, or if so specified therein, as of the Cut-off
Date with respect to the Mortgage Loans that are Countrywide
Mortgage Loans. Park Granada hereby makes the representations and
warranties set forth in (i) Schedule II-B hereto, and by this
reference incorporated herein, to the Depositor, the Master
Servicer and the Trustee, as of the Closing Date and
(ii) Schedule III-C hereto, and by this reference incorporated
herein, to the Depositor, the Master Servicer and the Trustee, as
of the Closing Date, or if so specified therein, as of the Cut-off
Date with respect to the Mortgage Loans that are Park Granada
Mortgage Loans. Park Monaco hereby makes the representations and
warranties set forth in (i) Schedule II-C hereto, and by this
reference incorporated herein, to the Depositor, the Master
Servicer and the Trustee, as of the Closing Date and
(ii) Schedule III-D hereto, and by this reference incorporated
herein, to the Depositor, the Master Servicer and the Trustee, as
of the Closing Date, or if so specified therein, as of the Cut-off
Date with respect to the Mortgage Loans that are Park Monaco
Mortgage Loans. Park Sienna hereby makes the representations and
warranties set forth in (i) Schedule II-D hereto, and by this
reference incorporated herein, to the Depositor, the Master
Servicer and the Trustee, as of the Closing Date and
(ii) Schedule III-E hereto, and by this reference incorporated
herein, to the Depositor, the Master Servicer and the Trustee, as
of the Closing Date, or if so specified therein, as of the Cut-off
Date with respect to the Mortgage Loans that are Park Sienna
Mortgage Loans.
(b) The
Master Servicer hereby makes the representations and warranties set
forth in Schedule IV hereto, and by this reference incorporated
herein to the Depositor and the Trustee as of the Closing
Date.
(c) Upon
discovery by any of the parties hereto of a breach of a
representation or warranty made with respect to a Mortgage Loan
pursuant to Section 2.03(a) that materially and adversely affects
the interests of the Certificateholders in any Mortgage Loan, the
party discovering such breach shall give prompt notice thereof to
the other parties. Each Seller hereby covenants that within 90 days
of the earlier of its discovery or its receipt of written notice
from any party of a breach of any representation or warranty with
respect to a Mortgage Loan sold by it pursuant to Section
2.03(a)(ii) that materially and
adversely affects the interests of
the Certificateholders in that Mortgage Loan, it shall cure such
breach in all material respects, and if such breach is not so
cured, shall, (i) if such 90-day period expires prior to the second
anniversary of the Closing Date, remove such Mortgage Loan (a
“Deleted Mortgage Loan”) from the Trust Fund and
substitute in its place a Substitute Mortgage Loan, in the manner
and subject to the conditions set forth in this Section; or (ii)
repurchase the affected Mortgage Loan or Mortgage Loans from the
Trustee at the Purchase Price in the manner set forth below;
provided, however, that any such substitution pursuant to (i) above
shall not be effected prior to the delivery to the Trustee of the
Opinion of Counsel required by Section 2.05 hereof, if any, and any
such substitution pursuant to (i) above shall not be effected prior
to the additional delivery to the Trustee of a Request for Release
substantially in the form of Exhibit N and the Mortgage File for
any such Substitute Mortgage Loan. The Seller repurchasing a
Mortgage Loan pursuant to this Section 2.03(c) shall promptly
reimburse the Master Servicer and the Trustee for any expenses
reasonably incurred by the Master Servicer or the Trustee in
respect of enforcing the remedies for such breach. With respect to
the representations and warranties described in this Section which
are made to the best of a Seller’s knowledge, if it is
discovered by either the Depositor, a Seller or the Trustee that
the substance of such representation and warranty is inaccurate and
such inaccuracy materially and adversely affects the value of the
related Mortgage Loan or the interests of the Certificateholders
therein, notwithstanding that Seller’s lack of knowledge with
respect to the substance of such representation or warranty, such
inaccuracy shall be deemed a breach of the applicable
representation or warranty.
With respect to any Substitute
Mortgage Loan or Loans, sold to the Depositor by a Seller,
Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and Park Sienna)shall deliver to the Trustee for the benefit
of the Certificateholders the Mortgage Note, the Mortgage, the
related assignment of the Mortgage, and such other documents and
agreements as are required by Section 2.01, with the Mortgage Note
endorsed and the Mortgage assigned as required by Section 2.01. No
substitution is permitted to be made in any calendar month after
the Determination Date for such month. Scheduled Payments due with
respect to Substitute Mortgage Loans in the month of substitution
shall not be part of the Trust Fund and will be retained by the
related Seller on the next succeeding Distribution Date. For the
month of substitution, distributions to Certificateholders will
include the monthly payment due on any Deleted Mortgage Loan for
such month and thereafter that Seller shall be entitled to retain
all amounts received in respect of such Deleted Mortgage Loan. The
Master Servicer shall amend the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of such
Deleted Mortgage Loan and the substitution of the Substitute
Mortgage Loan or Loans and the Master Servicer shall deliver the
amended Mortgage Loan Schedule to the Trustee. Upon such
substitution, the Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement in all respects, and the
related Seller shall be deemed to have made with respect to such
Substitute Mortgage Loan or Loans, as of the date of substitution,
the representations and warranties made pursuant to Section
2.03(a)(ii) with respect to such Mortgage Loan. Upon any such
substitution and the deposit to the Certificate Account of the
amount required to be deposited therein in connection with such
substitution as described in the following paragraph, the Trustee
shall release the Mortgage File held for the benefit of the
Certificateholders relating to such Deleted Mortgage Loan to the
related Seller and shall execute and deliver at such Seller’s
direction such instruments of transfer or assignment prepared by
Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and Park Sienna), in each case without recourse, as shall be
necessary to vest title in that Seller, or its designee, the
Trustee’s interest in any Deleted Mortgage Loan substituted
for pursuant to this Section 2.03.
For any month in which a Seller
substitutes one or more Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, the Master Servicer will determine the
amount (if any) by which the aggregate principal balance of all
Substitute Mortgage Loans sold to the Depositor by that Seller as
of the date of substitution is less than the aggregate Stated
Principal Balance of all Deleted Mortgage Loans repurchased by that
Seller (after application of the scheduled principal portion of the
monthly payments
due in the month of substitution).
The amount of such shortage (the “Substitution Adjustment
Amount”) plus an amount equal to the aggregate of any
unreimbursed Advances with respect to such Deleted Mortgage Loans
shall be deposited in the Certificate Account by Countrywide (on
its own behalf and on behalf of Park Granada, Park Monaco and Park
Sienna) on or before the Distribution Account Deposit Date for the
Distribution Date in the month succeeding the calendar month during
which the related Mortgage Loan became required to be purchased or
replaced hereunder.
In the event that a Seller shall
have repurchased a Mortgage Loan, the Purchase Price therefor shall
be deposited in the Certificate Account pursuant to Section 3.05 on
or before the Distribution Account Deposit Date for the
Distribution Date in the month following the month during which
that Seller became obligated hereunder to repurchase or replace
such Mortgage Loan and upon such deposit of the Purchase Price, the
delivery of the Opinion of Counsel required by Section 2.05 and
receipt of a Request for Release in the form of Exhibit N hereto,
the Trustee shall release the related Mortgage File held for the
benefit of the Certificateholders to such Person, and the Trustee
shall execute and deliver at such Person’s direction such
instruments of transfer or assignment prepared by such Person, in
each case without recourse, as shall be necessary to transfer title
from the Trustee. It is understood and agreed that the obligation
under this Agreement of any Person to cure, repurchase or replace
any Mortgage Loan as to which a breach has occurred and is
continuing shall constitute the sole remedy against such Persons
respecting such breach available to Certificateholders, the
Depositor or the Trustee on their behalf.
The representations and warranties
made pursuant to this Section 2.03 shall survive delivery of the
respective Mortgage Files to the Trustee for the benefit of the
Certificateholders.
|
Section 2.04.
|
Representations and Warranties of
the Depositor as to the Mortgage Loans .
|
The Depositor hereby represents and
warrants to the Trustee with respect to each Mortgage Loan as of
the date 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 each Seller, the Depositor had good title to the Mortgage
Loans and the Mortgage Notes were subject to no offsets, defenses
or counterclaims.
The Depositor hereby assigns,
transfers and conveys to the Trustee all of its rights with respect
to the Mortgage Loans including, without limitation, the
representations and warranties of each Seller made pursuant to
Section 2.03(a) hereof, together with all rights of the Depositor
to require each Seller to cure any breach thereof or to repurchase
or substitute for any affected Mortgage Loan in accordance with
this Agreement.
It is understood and agreed that the
representations and warranties set forth in this Section 2.04 shall
survive delivery of the Mortgage Files to the Trustee. Upon
discovery by the Depositor or the Trustee of a breach of any of the
foregoing representations and warranties set forth in this Section
2.04 (referred to herein as a “breach”), which breach
materially and adversely affects the interest of the
Certificateholders, the party discovering such breach shall give
prompt written notice to the others and to each Rating
Agency.
|
Section 2.05.
|
Delivery of Opinion of Counsel in
Connection with Substitutions .
|
(a) Notwithstanding
any contrary provision of this Agreement, no substitution pursuant
to Section 2.02 or Section 2.03 shall be made more than 90 days
after the Closing Date unless Countrywide delivers to the Trustee
an Opinion of Counsel, which Opinion of Counsel shall not be at the
expense of either the Trustee or the Trust Fund, addressed to the
Trustee, to the effect that such substitution will not (i) result
in the imposition of the tax on “prohibited
transactions” on the Trust Fund or contributions after the
Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the
Code, respectively, or (ii) cause
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, a Seller, the Master Servicer, or the
Trustee that any Mortgage Loan does not constitute a
“qualified mortgage” within the meaning of Section
860G(a)(3) of the Code, the party discovering such fact shall
promptly (and in any event within five (5) Business Days of
discovery) give written notice thereof to the other parties. In
connection therewith, the Trustee shall require Countrywide (on its
own behalf and on behalf of Park Granada, Park Monaco and Park
Sienna), at its option, to either (i) substitute, if the conditions
in Section 2.03(c) with respect to substitutions are satisfied, a
Substitute Mortgage Loan for the affected Mortgage Loan, or (ii)
repurchase the affected Mortgage Loan within 90 days of such
discovery in the same manner as it would a Mortgage Loan for a
breach of representation or warranty made pursuant to Section 2.03.
The Trustee shall reconvey to Countrywide the Mortgage Loan to be
released pursuant 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:
|
(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.
|
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®
System, or cause the removal from the registration of any Mortgage
Loan on the MERS® 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.
In accordance with the standards of
the preceding paragraph, the Master Servicer shall advance or cause
to be advanced funds as necessary for the purpose of effecting the
payment of taxes and assessments on the Mortgaged Properties, which
advances shall be reimbursable in the first instance from related
collections from the Mortgagors pursuant to Section 3.06, and
further as provided in Section 3.08. The costs incurred by the
Master Servicer, if any, in effecting the timely payments of taxes
and assessments on the Mortgaged Properties and related insurance
premiums shall not, for the purpose of
calculating monthly distributions to
the Certificateholders, be added to the Stated Principal Balances
of the related Mortgage Loans, notwithstanding that the terms of
such Mortgage Loans so permit.
|
Section 3.02.
|
Subservicing; Enforcement of the
Obligations of Servicers .
|
(a) The
Master Servicer may arrange for the subservicing of any Mortgage
Loan by a Subservicer pursuant to a subservicing agreement;
provided, however, that such subservicing arrangement and the terms
of the related subservicing agreement must provide for the
servicing of such Mortgage Loans in a manner consistent with the
servicing arrangements contemplated 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 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 .
|
(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 reasonably believes that enforcing the provision of the Mortgage
or other instrument pursuant to which such payment is required is
prohibited by applicable law.
(b) The
Master Servicer shall establish and maintain a Certificate Account
into which the Master Servicer shall deposit or cause to be
deposited no later than two Business Days after receipt (or, if the
current long-term credit rating of Countrywide is reduced below
“A-” by S&P or Fitch or “A3” by
Moody’s, the Master Servicer shall deposit or cause to be
deposited on a daily basis within one Business Day of receipt),
except as otherwise specifically provided 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 related Master Servicing Fee, any
lender paid mortgage insurance premiums and Prepayment Interest
Excess;
(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 related Master Servicing Fee.
The foregoing requirements for
remittance by the Master Servicer shall be exclusive, it being
understood and agreed that, without limiting the generality of the
foregoing, payments in the nature of prepayment penalties, late
payment charges or assumption fees, if collected, need not be
remitted by the Master Servicer. In the event that the Master
Servicer shall remit any amount not required to be remitted, it may
at any time withdraw or direct the institution maintaining the
Certificate Account to withdraw such amount from the Certificate
Account, any provision 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.
(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 or
the Depositor pursuant to Section 3.05(e) in connection with any
losses on Permitted Investments for which it is responsible;
and
(iii)
any other amounts deposited
hereunder which are required to be deposited in the Distribution
Account.
In the event that the Master
Servicer shall remit any amount not required to be remitted, it may
at any time direct the Trustee to withdraw such amount from the
Distribution Account, any provision 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 Permitted Investments, which
shall mature not later than (i) in the case of the Certificate
Account, the second Business Day next preceding the related
Distribution Account Deposit Date (except that if such Permitted
Investment is an obligation of the institution that maintains such
account, then such Permitted Investment shall mature not later than
the Business Day next preceding such Distribution Account Deposit
Date) and (ii) in the case of the Distribution Account, the
Business Day next preceding the Distribution Date (except that if
such Permitted Investment is an obligation of the institution that
maintains such fund or account, then such Permitted Investment
shall mature not later than such Distribution Date) and, in each
case, shall not be sold or disposed of prior to its maturity. All
such Permitted Investments shall be made in the name of the
Trustee, for the benefit of the Certificateholders. All income and
gain net of any losses realized from any such investment of funds
on deposit in the Certificate Account, or the Distribution Account
shall be for the benefit of the Master Servicer as servicing
compensation and shall be remitted to it monthly as provided
herein. The amount of any realized losses in the Certificate
Account or the Distribution Account incurred in any such account in
respect of any such investments shall promptly be deposited by the
Master Servicer in the Certificate Account or paid to the Trustee
for deposit into the Distribution Account, as applicable. The
Trustee in its fiduciary capacity shall not be liable for the
amount of any loss incurred in respect of any investment or lack of
investment of funds held in the Certificate Account or the
Distribution Account and made in accordance with this Section
3.05.
(f) The
Master Servicer shall give notice to the Trustee, each Seller, each
Rating Agency and the Depositor of any proposed change of the
location of the Certificate Account prior to any change thereof.
The Trustee shall give notice to the Master Servicer, each Seller,
each Rating Agency and the Depositor of any proposed change of the
location of the Distribution Account prior to any change
thereof.
|
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
each Seller, the Depositor and the Trustee reasonable access to all
records and documentation regarding the Mortgage Loans and all
accounts, insurance information and other matters relating to this
Agreement, such access being afforded without charge, but only upon
reasonable request and during normal business hours at the office
designated by the Master Servicer.
Upon reasonable advance notice in
writing, the Master Servicer will provide to each Certificateholder
and/or Certificate Owner which is a savings and loan association,
bank or insurance company certain reports and reasonable access to
information and documentation regarding the Mortgage Loans
sufficient to permit such Certificateholder and/or Certificate
Owner to comply with applicable regulations of the OTS or other
regulatory authorities with respect to investment in the
Certificates; provided that the Master Servicer shall be entitled
to be reimbursed by each such Certificateholder and/or Certificate
Owner for actual expenses incurred by the Master Servicer in
providing such reports and access.
|
SECTION 3.08.
|
Permitted Withdrawals from the Certificate
Account 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 Sellers, 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 Distribution
Account Deposit Date, to withdraw an amount equal to the related
Available Funds and the Trustee Fee for such Distribution Date and
remit such amount to the Trustee for deposit in the Distribution
Account; and
(x)
to clear and terminate the Certificate Account
upon termination of this Agreement pursuant to Section 9.01
hereof.
