EXHIBIT 99.1
------------
6
<PAGE>
EXECUTION COPY
CWALT, INC.,
Depositor
COUNTRYWIDE HOME LOANS, INC.,
Seller
PARK GRANADA LLC,
Seller
PARK MONACO INC.,
Seller
PARK SIENNA LLC,
Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
Master Servicer
and
THE BANK OF NEW YORK,
Trustee
-----------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2005
----------------------------------
ALTERNATIVE LOAN TRUST 2005-50CB
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-50CB
<PAGE>
<TABLE>
<CAPTION>
Table of Contents
Page
ARTICLE I DEFINITIONS
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES
<S>
<C>
<C>
SECTION 2.01. Conveyance of Mortgage
Loans.............................................................II-1
SECTION 2.02. Acceptance by Trustee of the
Mortgage
Loans..............................................II-8
SECTION 2.03. Representations, Warranties
and Covenants of the Sellers and Master
Servicer............II-12
SECTION 2.04. Representations and
Warranties of the Depositor as to the Mortgage
Loans................II-15
SECTION 2.05. Delivery of Opinion of
Counsel in Connection with
Substitutions.........................II-15
SECTION 2.06. Execution and Delivery of
Certificates..................................................II-16
SECTION 2.07. REMIC
Matters...........................................................................II-16
SECTION 2.08. Covenants of the Master
Servicer........................................................II-16
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
SECTION 3.01. Master Servicer to Service
Mortgage
Loans...............................................III-1
SECTION 3.02. Subservicing; Enforcement of
the Obligations of
Subservicers............................III-2
SECTION 3.03. Rights of the Depositor and
the Trustee in Respect of the Master
Servicer...............III-2
SECTION 3.04. Trustee to Act as Master
Servicer.......................................................III-3
SECTION 3.05. Collection of Mortgage Loan
Payments; Certificate Account; Distribution Account;
Supplemental Loan Account; Capitalized Interest
Account.................................III-3
SECTION 3.06. Collection of Taxes,
Assessments and Similar Items; Escrow
Accounts.....................III-7
SECTION 3.07. Access to Certain
Documentation and Information Regarding the Mortgage
Loans............III-8
SECTION 3.08. Permitted Withdrawals from
the Certificate Account and the Distribution
Account.........III-8
SECTION 3.09. Maintenance of Hazard
Insurance; Maintenance of Primary Insurance
Policies.............III-10
SECTION 3.10. Enforcement of Due-on-Sale
Clauses; Assumption
Agreements..............................III-11
SECTION 3.11. Realization Upon Defaulted
Mortgage Loans; Repurchase of Certain Mortgage
Loans........III-13
SECTION 3.12. Trustee to Cooperate;
Release of Mortgage
Files........................................III-16
SECTION 3.13. Documents, Records and Funds
in Possession of Master Servicer to be Held
for the
Trustee........................................................................III-17
SECTION 3.14. Servicing
Compensation.................................................................III-17
SECTION 3.15. Access to Certain
Documentation........................................................III-18
SECTION 3.16. Annual Statement as to
Compliance......................................................III-18
i
<PAGE>
SECTION 3.17. Annual Independent Public
Accountants' Servicing Statement; Financial
Statements.......III-19
SECTION 3.18. Errors and Omissions
Insurance; Fidelity
Bonds.........................................III-19
ARTICLE IV DISTRIBUTIONS AND ADVANCES BY
THE MASTER SERVICER
IV-1
SECTION 4.01.
Advances.................................................................................IV-1
SECTION 4.02. Priorities of
Distribution...............................................................IV-2
SECTION 4.03.
[Reserved]...............................................................................IV-8
SECTION 4.04. Allocation of Realized
Losses............................................................IV-8
SECTION 4.05.
Cross-Collateralization..................................................................IV-9
SECTION 4.06. Monthly Statements to
Certificateholders................................................IV-10
SECTION 4.07. Determination of
Pass-Through Rates for COFI
Certificates...............................IV-11
SECTION 4.08. Determination of
Pass-Through Rates for LIBOR
Certificates..............................IV-13
ARTICLE V THE CERTIFICATES
SECTION 5.01. The
Certificates..........................................................................V-1
SECTION 5.02. Certificate Register;
Registration of Transfer and Exchange of
Certificates...............V-1
SECTION 5.03. Mutilated, Destroyed, Lost
or Stolen
Certificates.........................................V-6
SECTION 5.04. Persons Deemed
Owners.....................................................................V-6
SECTION 5.05. Access to List of
Certificateholders' Names and
Addresses.................................V-6
SECTION 5.06. Maintenance of Office or
Agency...........................................................V-7
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01. Respective Liabilities of
the Depositor and the Master
Servicer..........................VI-1
SECTION 6.02. Merger or Consolidation of
the Depositor or the Master
Servicer..........................VI-1
SECTION 6.03. Limitation on Liability of
the Depositor, the Sellers, the Master Servicer and
Others....VI-1
SECTION 6.04. Limitation on Resignation of
Master
Servicer.............................................VI-2
ARTICLE VII DEFAULT
SECTION 7.01. Events of
Default.......................................................................VII-1
SECTION 7.02. Trustee to Act; Appointment
of
Successor................................................VII-2
SECTION 7.03. Notification to
Certificateholders......................................................VII-4
ARTICLE VIII CONCERNING THE TRUSTEE
SECTION 8.01. Duties of
Trustee......................................................................VIII-1
SECTION 8.02. Certain Matters Affecting
the
Trustee..................................................VIII-2
SECTION 8.03. Trustee Not Liable for
Certificates or Mortgage
Loans..................................VIII-3
SECTION 8.04. Trustee May Own
Certificates...........................................................VIII-3
SECTION 8.05. Trustee's Fees and
Expenses............................................................VIII-3
SECTION 8.06. Eligibility Requirements for
Trustee...................................................VIII-4
SECTION 8.07. Resignation and Removal of
Trustee.....................................................VIII-4
ii
<PAGE>
SECTION 8.08. Successor
Trustee......................................................................VIII-5
SECTION 8.09. Merger or Consolidation of
Trustee.....................................................VIII-5
SECTION 8.10. Appointment of Co-Trustee or
Separate
Trustee..........................................VIII-6
SECTION 8.11. Tax
Matters............................................................................VIII-7
ARTICLE IX TERMINATION
SECTION 9.01. Termination upon Liquidation
or Purchase of all Mortgage
Loans...........................IX-1
SECTION 9.02. Final Distribution on the
Certificates...................................................IX-1
SECTION 9.03. Additional Termination
Requirements......................................................IX-2
ARTICLE X MISCELLANEOUS PROVISIONS
SECTION 10.01.
Amendment.................................................................................X-1
SECTION 10.02. Recordation of Agreement;
Counterparts....................................................X-2
SECTION 10.03. Governing
Law.............................................................................X-3
SECTION 10.04. Intention of
Parties......................................................................X-3
SECTION 10.05.
Notices...................................................................................X-3
SECTION 10.06. Severability of
Provisions................................................................X-5
SECTION 10.07.
Assignment................................................................................X-5
SECTION 10.08. Limitation on Rights of
Certificateholders................................................X-5
SECTION 10.09. Inspection and Audit
Rights...............................................................X-6
SECTION 10.10. Certificates Nonassessable and
Fully Paid.................................................X-6
SECTION 10.11.
[Reserved]................................................................................X-6
SECTION 10.12. Protection of
Assets......................................................................X-6
</TABLE>
iii
<PAGE>
<TABLE>
<CAPTION>
SCHEDULES
<S>
<C>
<C>
Schedule I:
Mortgage Loan
Schedule....................................................
S-I-1
Schedule II-A:
Representations and Warranties of
Countrywide.............................
S-II-A-1
Schedule II-B:
Representations and Warranties of Park
Granada............................
S-II-B-1
Schedule II-C
Representations and Warranties of Park Monaco
Inc.........................
S-II-C-1
Schedule II-D
Representations and Warranties of Park Sienna
LLC.........................
S-II-D-1
Schedule III-A:
Representations and Warranties of Countrywide as to the Mortgage
Loans....
S-III-A-1
Schedule III-B:
Representations and Warranties of Countrywide as to the
Countrywide
Mortgage
Loans............................................................
S-III-B-1
Schedule III-C:
Representations and Warranties of Park Granada as to the Park
Granada
Mortgage
Loans............................................................
S-III-C-1
Schedule III-D
Representations and Warranties of Park Monaco Inc. as to the Park
Monaco
Inc.
Mortgage
Loans.......................................................
S-III-D-1
Schedule III-E
Representations and Warranties of Park Sienna LLC as to the Park
Sienna
LLC Mortgage
Loans........................................................
S-III-E-1
Schedule IV:
Representations and Warranties of the Master
Servicer.....................
S-IV-1
Schedule V:
Principal Balance Schedules (if
applicable)...............................
S-V-1
Schedule VI:
Form of Monthly Master Servicer
Report....................................
S-VI-1
EXHIBITS
Exhibit A:
Form of Senior Certificate (excluding Notional Amount
Certificates)......
A-1
Exhibit B:
Form of Subordinated
Certificate.........................................
B-1
Exhibit C:
Form of Class A-R
Certificate............................................
C-1
Exhibit D:
Form of Notional Amount
Certificate......................................
D-1
Exhibit E:
Form of Reverse of
Certificates..........................................
E-1
Exhibit F-1:
Form of Initial Certification of Trustee (Initial Mortgage
Loans)........
F-1
Exhibit F-2:
Form of Initial Certification of Trustee (Supplemental Mortgage
Loans)...
F-2
Exhibit G-1:
Form of Delay Delivery Certification of Trustee (Initial Mortgage
Loans).
G-1
Exhibit G-2:
Form of Delay Delivery Certification of Trustee (Supplemental
Mortgage
Loans)...................................................................
G-2
Exhibit H-1:
Form of Final Certification of Trustee (Initial Mortgage
Loans)..........
H-1
Exhibit H-2:
Form of Final Certification of Trustee (Supplemental Mortgage
Loans).....
H-2
Exhibit I:
Form of Transfer
Affidavit...............................................
I-1
Exhibit J-1:
Form of Transferor Certificate
(Residual)................................
J-1
Exhibit J-2:
Form of Transferor Certificate
(Private).................................
J-2
Exhibit K:
Form of Investment Letter [Non-Rule
144A]................................
K-1
Exhibit L:
Form of Rule 144A
Letter.................................................
L-1
Exhibit M:
Form of Request for Release (for
Trustee)................................
M-1
iv
<PAGE>
Exhibit N:
Form of Request for Release of Documents (Mortgage Loan - Paid in
Full,
Repurchased and
Replaced)................................................
N-1
Exhibit O:
[Reserved]...............................................................
O-1
Exhibit P:
Form of Supplemental Transfer
Agreement..................................
P-1
Exhibit Q:
Standard & Poor's LEVELS(R) Version 5.6c Glossary Revised,
Appendix E......
Q-1
Exhibit R:
[Reserved]...............................................................
R-1
Exhibit S-1:
[Reserved]...............................................................
S-1-1
Exhibit S-2:
[Reserved]...............................................................
S-2-1
</TABLE>
v
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of September 1,
2005,
among CWALT, INC., a Delaware corporation,
as depositor (the "Depositor"),
COUNTRYWIDE HOME LOANS, INC.
("Countrywide"), a New York corporation, as a
seller (a "Seller"), PARK GRANADA LLC
("Park Granada"), a Delaware limited
liability company, as a seller (a
"Seller"), PARK MONACO INC. ("Park Monaco"),
a Delaware corporation, as a seller (a
"Seller"), PARK SIENNA LLC ("Park
Sienna"), a Delaware limited liability
company, as a seller (a "Seller"),
COUNTRYWIDE HOME LOANS SERVICING LP, a
Texas limited partnership, as master
servicer (the "Master Servicer"), and THE
BANK OF NEW YORK, a banking
corporation organized under the laws of the
State of New York, as trustee (the
"Trustee").
WITNESSETH THAT
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby
conveyed
to the Trustee in return for the
Certificates. For federal income tax
purposes, the Trust Fund (other than the
Supplemental Loan Account and the
Capitalized Interest Account) will consist
of two real estate mortgage
investment conduit (or, in the alternative,
the "Subordinate Weighted Average
Coupon (or "SUB-WAC") REMIC" and the
"Master REMIC"). Each Certificate, other
than the Class A-R Certificate, will
represent ownership of one or more
regular interests in the Master REMIC for
purposes of the REMIC Provisions.
The Class A-R Certificate will represent
ownership of the sole class of
residual interest in each of the Sub-WAC
REMIC and the Master REMIC. The
Master REMIC will hold as assets the
several classes of uncertificated Sub-WAC
REMIC Interests (other than the Class SW-AR
Interest). Each class of Sub-WAC
REMIC Interest (other than the Class SW-AR
Interest) is hereby designated as a
regular interest in the Sub-WAC REMIC The
Sub-WAC REMIC will hold as assets
all the property of the Trust Fund (other
than the Supplemental Loan Account
and the Capitalized Interest Account). The
latest possible maturity date of
all REMIC regular interests created herein
will be the Latest Possible
Maturity Date.
I-1
<PAGE>
The following table sets forth characteristics of the Master
REMIC
Certificates, together with the minimum
denominations and integral multiples
in excess thereof in which such Classes
shall be issuable (except that one
Certificate of each Class of Certificates
may be issued in a different amount
and, in addition, one Residual Certificate
representing the Tax Matters Person
Certificate may be issued in a different
amount):
<TABLE>
<CAPTION>
=====================================================================================================================
Initial Class
Pass-Through Rate
Integral Multiples
Class Designation
Certificate Balance
(per annum) Minimum
Denomination in Excess of
Minimum
---------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
Class 1-A-1
$
250,949,000.00
5.50%
$25,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class 2-A-1
$
45,439,000.00
6.00%
$25,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class 3-A-1
$
49,804,000.00
6.00%
$25,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class 4-A-1
$
80,507,000.00
5.00%
$25,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class PO
$
1,681,710
(1)
$25,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class A-R(2)
$
100.00
5.50%
$100.00(3)
$100.00(3)
---------------------------------------------------------------------------------------------------------------------
Class M
$
8,033,000.00
(4)
$25,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class B-1
$
3,570,000.00
(4)
$25,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class B-2
$
1,758,000.00
(4)
$25,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class B-3
$
2,008,500.00
(4)
$100,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class B-4
$
1,562,000.00
(4)
$100,000.00
$1,000.00
---------------------------------------------------------------------------------------------------------------------
Class B-5
$
892,673.78
(4)
$100,000.00
$1,000.00
=====================================================================================================================
</TABLE>
------------------------------------------
(1) This Class
of Certificates will be Principal Only Certificates and
will not receive any distributions of interest.
(2) The Class
A-R Certificates represent the sole Class of residual
interest in each REMIC.
(3) The Class
A-R Certificates shall be issued as two separate
certificates, one with an initial Certificate Balance of $99.99
and the Tax Matters Person Certificate with an initial
Certificate
Balance of $0.01.
(4) The
Pass-Through Rate for each Class of Subordinated Certificates
(the "Subordinate Pass-Through Rate") for the Interest Accrual
Period
related to any Distribution Date will be a per annum rate equal
to
(a) the sum of the following for each Loan Group: the related
Required Coupon multiplied by the related Subordinated Portion,
divided by (b) the aggregate of the Class Certificate Balances of
the
Subordinated Certificates immediately prior to that
Distribution
Date. The Pass-Through Rate for each Class of Subordinated
Certificates for the Interest Accrual Period related to the
first
Distribution Date will be 5.517% per annum.
I-2
<PAGE>
The following table specifies the class designation, interest
rate,
and principal amount for each class of
Sub-WAC REMIC Interests:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Class
Designation
-----------------
Initial Class
Corresponding
Principal Balance
Class Interest Rate
Loan Group
-----------------
-------------------
----------
---------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
SW-1-A
(1)
5.50%
1
---------------------------------------------------------------------------------------------------------------------
SW-1-B
(1)
5.50%
1
---------------------------------------------------------------------------------------------------------------------
SW-1-C
(1)
5.50%
1
---------------------------------------------------------------------------------------------------------------------
SW-1-PO
$1,529,533.00
(2)
1
---------------------------------------------------------------------------------------------------------------------
SW-2-A
(1)
6.00%
2
---------------------------------------------------------------------------------------------------------------------
SW-2-B
(1)
6.00%
2
---------------------------------------------------------------------------------------------------------------------
SW-2-C
(1)
6.00%
2
---------------------------------------------------------------------------------------------------------------------
SW-3-A
(1)
6.00%
3
---------------------------------------------------------------------------------------------------------------------
SW-3-B
(1)
6.00%
3
---------------------------------------------------------------------------------------------------------------------
SW-3-C
(1)
6.00%
3
---------------------------------------------------------------------------------------------------------------------
SW-3-PO
$20,094.00
(2)
3
---------------------------------------------------------------------------------------------------------------------
SW-4-A
(1)
5.00%
4
---------------------------------------------------------------------------------------------------------------------
SW-4-B
(1)
5.00%
4
---------------------------------------------------------------------------------------------------------------------
SW-4-C
(1)
5.00%
4
---------------------------------------------------------------------------------------------------------------------
SW-4-PO
$132,083.00
(2)
4
---------------------------------------------------------------------------------------------------------------------
SW-AR
(3)
(3)
N/A
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Each Class
A Sub-WAC REMIC Interest will have an Initial Principal
Balance equal to 0.9% of the Subordinated Portion of its
Corresponding Loan Group. Each Class B Sub-WAC REMIC Interest
will
have an Initial Principal Balance equal to 0.1% of the
Subordinated
Portion of its Corresponding Loan Group. Each Class C Sub-WAC
REMIC
Interest will have an Initial Principal Balance equal to the
excess
of its Corresponding Loan Group (as reduced by the Loan Group's
corresponding PO Balance) over the initial aggregate principal
balances of the Class A and Class B Sub-WAC REMIC Interests
corresponding to the Loan Group. Hereafter, the Class A, Class B
and
Class C Sub-WAC REMIC Interests are referred to as "Tracking
Interests."
(2) This Class
of Sub-WAC REMIC Interest does not pay any interest.
(3) The Class
SW-AR Interest is the sole class of residual interest in
the Sub-WAC REMIC. It
does not pay any interest or principal.
On each Distribution Date, the Available Funds shall be
distributed
with respect to the the Sub-WAC REMIC
Interests in the following manner:
(1) Interest. Interest is to be distributed with respect to
each
Sub-WAC REMIC Interest at the rate, or
according to the formulas, described
above.
I-3
<PAGE>
(2) Initial Allocations of Realized Losses and Principal.
(a) The Trustee shall
first allocate the Realized Losses on
the Group 1 Mortgage Loans (including any reductions in
previously allocated Realized Losses on the Group 1 Mortgage
Loans attributable to any related Subsequent Recoveries),
and distribute the principal on the Group 1 Mortgage Loans
between the Class SW-1-PO Interest and the Class SW-1
Tracking Interests in the same manner that such amounts are
allocated to or distributed between (a) the Class PO-1
Component and (b) the remaining Group 1 Senior Certificates
and the Assumed Balance of the Class Certificate Balance of
each Class of Subordinated Certificates related to the Group
1 Mortgage Loans.
(b) The Trustee shall
allocate the Realized Losses on the
Group 2 Mortgage Loans (including any reductions in
previously allocated Realized Losses on the Group 2 Mortgage
Loans attributable to any related Subsequent Recoveries),
and distribute the principal on the Group 2 Mortgage Loans
to the Class SW-2 Tracking Interests.
(c) The Trustee shall
first allocate the Realized Losses on
the Group 3 Mortgage Loans (including any reductions in
previously allocated Realized Losses on the Group 3 Mortgage
Loans attributable to any related Subsequent Recoveries),
and distribute the principal on the Group 3 Mortgage Loans
between the Class SW-3-PO Interest and the Class SW-3
Tracking Interests in the same manner that such amounts are
allocated to or distributed between (a) the Class PO-3
Component and (b) the remaining Group 3 Senior Certificates
and the Assumed Balance of the Class Certificate Balance of
each Class of Subordinated Certificates related to the Group
3 Mortgage Loans.
(d) The Trustee shall
first allocate the Realized Losses on
the Group 4 Mortgage Loans (including any reductions in
previously allocated Realized Losses on the Group 4 Mortgage
Loans attributable to any related Subsequent Recoveries),
and distribute the principal on the Group 4 Mortgage Loans
between the Class SW-4-PO Interest and the Class SW-4
Tracking Interests in the same manner that such amounts are
allocated to or distributed between (a) the Class PO-4
Component and (b) the remaining Group 4 Senior Certificates
and the Assumed Balance of the Class Certificate Balance of
each Class of Subordinated Certificates related to the Group
4 Mortgage Loans.
Amounts allocated to the Tracking Interests
of each Group in accordance with
this Paragraph 2, shall be further
allocated as described below.
(3)
Principal, if no Cross-Over Situation Exists. If no Cross-Over
Situation exists with respect to any Class
of Tracking Interests, Principal
Amounts allocated with respect to each Loan
Group in accordance with Paragraph
2, shall be further allocated: first to
cause the Loan Group's corresponding
Class A and Class B Tracking Interests to
equal, respectively, 0.9% of the
Subordinated Portion and 0.1% of the
Subordinated Portion; and second to the
Loan Group's corresponding Class C Tracking
Interest;
I-4
<PAGE>
(4) Principal, if a Cross-Over Situation Exists. If a
Cross-Over
Situation exists with respect to the Class
A and Class B Tracking Interests:
(a) If the Calculation
Rate in respect of the outstanding
Class A and Class B Tracking Interests is less than the
Subordinate Pass-Through Rate, Principal Relocation Payments
will be made proportionately to the outstanding Class A
Tracking Interests prior to any other Principal
Distributions from each such Loan Group.
(b) If the Calculation
Rate in respect of the outstanding
Class A and Class B Tracking Interests is greater than the
Subordinate Pass-Through Rate, Principal Relocation Payments
will be made proportionately to the outstanding Class B
Tracking Interests prior to any other Principal
Distributions from each such Loan Group.
In each case, Principal Relocation Payments will be made so as
to
cause the Calculation Rate in respect of
the outstanding Class A and Class B
Tracking Interests to equal the Subordinate
Pass-Through Rate. With respect to
each Loan Group, if (and to the extent
that) the sum of (a) the principal
payments received during the Due Period (as
adjusted for amounts allocated to
the Group's PO component) and (b) the
Realized Losses (as adjusted for amounts
allocated to the Group's PO component), are
insufficient to make the necessary
reductions of principal on the Class A and
Class B Tracking Interests, then
interest will be added to the Loan Group's
other Tracking Interests that are
not receiving Principal Relocation
Payments, in proportion to their principal
balances.
(c) The outstanding
aggregate Class A and Class B Tracking
Interests for all Loan Groups will not be reduced below 1
percent of the excess of (i) the aggregate outstanding
Principal Balances of all Loan Groups (as adjusted for
amounts allocated to the Groups' PO components) as of the
end of any Due Period over (ii) the aggregate Class
Certificate Balance of the Senior Certificates for all Loan
Groups as of the related Distribution Date (after taking
into account distributions of principal on such Distribution
Date).
If (and to the extent that) the limitation in paragraph (c)
prevents
the distribution of principal to the Class
A and Class B Tracking Interests of
a Loan Group, and if the Loan Group's Class
C Tracking Interest has already
been reduced to zero, then the excess
principal from that Loan Group (as
adjusted for amounts allocated to the
Groups' PO components) will be paid to
the Class C Tracking Interests of the other
Loan Groups, the aggregate Class A
and Class B Tracking Interests of which are
less than one percent of the
Subordinated Portion. If the Loan Group
corresponding to the Class C Tracking
Interest that receives such payment has a
weighted average Adjusted Net
Mortgage Rate below the weighted average
Adjusted Net Mortgage Rate of the
Loan Group making the payment, then the
payment will be treated by the
Tracking as a Realized Loss. Conversely, if
the Loan Group corresponding to
the Class C Tracking Interest that receives
such payment has a weighted
average Adjusted Net Mortgage Rate above
the weighted average Adjusted Net
Mortgage Rate of the Loan Group making the
payment, then the payment will be
treated by the Sub-WAC REMIC as a
reimbursement for prior Realized Losses.
I-5
<PAGE>
<TABLE>
<CAPTION>
Set forth below are designations of Classes or Components of
Certificates and other defined terms to the
categories used herein:
<S>
<C>
Accretion Directed
Certificates.............None.
Accretion Directed
Components...............None.
Accrual
Certificates........................None.
Accrual
Components..........................None.
Book-Entry
Certificates.....................All Classes of Certificates other
than the Physical Certificates.
COFI
Certificates...........................None.
Component
Certificates......................Class PO Certificates.
Components..................................For purposes of
calculating distributions of principal and/or
interest, the Component Certificates, if any, will be
comprised of multiple payment components having the
designations, Initial Component Balances or Notional
Amounts, as applicable, and Pass-Through Rates set forth
below:
Initial
Designation
Component Balance Pass-Through Rate
-----------
----------------- -----------------
Class PO-1 Component $ 1,529,533
(1)
Class PO-3 Component $
20,094
(1)
Class PO-4 Component $
132,083
(1)
(1) This component
does not bear interest.
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; until an
ERISA-Qualifying Underwriting has occurred with respect to such
Class, the Class PO Certificates; and any Certificate of a
Class
that ceases to satisfy the applicable rating requirement
under the Underwriter's Exemption.
Floating Rate
Certificates..................None.
Group 1 Senior
Certificates.................Class 1-A-1 and Class A-R Certificates
and the Class PO-1 Component.
Group 1
Certificates........................Group 1 Senior Certificates and
the portions of the Subordinated
Certificates related to Loan Group 1.
Group 2 Senior
Certificates.................Class 2-A-1 Certificates.
I-6
<PAGE>
Group 2
Certificates........................Group 2 Senior Certificates and
the portions of the Subordinated
Certificates related to Loan Group 2.
Group 3 Senior
Certificates.................Class 3-A-1 Certificates and the Class
PO-3 Component.
Group 3
Certificates........................Group 3 Senior Certificates and
the portions of the Subordinated
Certificates related to Loan Group 3.
Group 4 Senior
Certificates.................Class 4-A-1 Certificates and the Class
PO-4 Component.
Group 4
Certificates........................Group 4 Senior Certificates and
the portions of the Subordinated
Certificates related to Loan Group 4.
Inverse Floating Rate
Certificates..........None.
LIBOR
Certificates..........................None.
Non-Delay
Certificates......................None.
Notional Amount
Certificates................None.
Notional Amount
Components..................None.
Offered
Certificates........................All Classes of Certificates
other than the Private Certificates.
Physical
Certificates.......................Private Certificates and the
Residual Certificates.
Planned Principal
Classes...................None.
Principal Only
Certificates.................Class PO Certificates.
Private
Certificates........................Class B-3, Class B-4 and Class
B-5 Certificates.
Rating
Agencies.............................S&P and Moody's.
Regular
Certificates........................All Classes of Certificates,
other than the Residual Certificates.
Residual
Certificates.......................Class A-R Certificates.
Senior Certificate
Group....................The Group 1 Senior Certificates, Group 2
Senior Certificates,
Group 3 Senior Certificates or the Group 4 Senior Certificates,
as applicable.
Senior
Certificates.........................Class 1-A-1, Class 2-A-1,
Class 3-A-1, Class 4-A-1, Class PO
and Class A-R Certificates.
I-7
<PAGE>
Subordinated
Certificates...................Class M, Class B-1, Class B-2, Class
B-3, Class B-4 and
Class B-5
Certificates.
Targeted Principal Classes
.................None.
Underwriters
...............................Countrywide Securities Corporation
and Morgan Stanley & Co. Incorporated.
</TABLE>
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.
If the aggregate Stated Principal Balance of the Initial
Mortgage
Loans in each Loan Group on the Closing
Date is equal to or greater than the
aggregate Class Certificate Balance of the
Certificates in the related
Certificate Group as of such date, all
references herein to "Aggregate
Supplemental Purchase Amount", "Aggregate
Supplemental Transfer Amount",
"Capitalized Interest Account",
"Capitalized Interest Requirement",
"Conveyance Period", "Conveyance Period
Distribution Date", "Remaining Non-PO
Supplemental Loan Amount", "Remaining PO
Supplemental Loan Amount",
"Supplemental Amount", "Supplemental
Cut-off Date", "Supplemental Loan
Account", "Supplemental Mortgage Loan",
"Supplemental Transfer Agreement" and
"Supplemental Transfer Date" with respect
to that Loan Group shall be of no
force or effect and all provisions herein
related thereto shall similarly be
of no force or effect.
I-8
<PAGE>
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires,
shall have the following meanings:
Accretion Directed Certificates: As specified in the
Preliminary
Statement.
Accretion Direction Rule: Not applicable.
Accrual Amount: With respect to any Class of Accrual Certificates
or
any Accrual Components and any Distribution
Date prior to the related Accrual
Termination Date, the amount allocable to
interest on such Class of Accrual
Certificates or Accrual Components 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 Basic 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 Basic 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, with respect to each
Mortgage Loan in the related Loan Group,
and the Excess Master Servicing Fee,
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 Basic
Master Servicing Fee and, for so
long as Countrywide Home Loans Servicing LP
is the Master Servicer, the
related Excess Master Servicing Fee) on the
Mortgage Loans in such Loan Group
that were due on the related Due Date and
not received by the Master Servicer
as of the close of business on the related
Determination Date, together with
an amount equivalent to interest on each
Mortgage Loan as to which the related
Mortgaged Property is a REO Property net of
any net income from such REO
Property, less the aggregate amount of any
such delinquent payments that the
Master Servicer has determined would
constitute a Nonrecoverable Advance, if
advanced.
Aggregate Planned Balance: With respect to any group of Planned
Principal Classes or Components and any
Distribution Date, the amount set
forth for such group for such Distribution
Date in Schedule V hereto.
I-9
<PAGE>
Aggregate Supplemental Purchase Amount: With respect to any
Supplemental Transfer Date and Loan Group,
the applicable "Aggregate
Supplemental Purchase Amount" identified in
the related Supplemental Transfer
Agreement for such Loan Group, which shall
be an estimate of the aggregate
Stated Principal Balances of the
Supplemental Mortgage Loans to be included in
such Loan Group identified in such
Supplemental Transfer Agreement.
Aggregate Supplemental Transfer Amount: With respect to any
Supplemental Transfer Date and Loan Group,
the aggregate Stated Principal
Balance as of the related Supplemental
Cut-off Date of the Supplemental
Mortgage Loans to be included in such Loan
Group conveyed on such Supplemental
Transfer Date, as listed on the revised
Mortgage Loan Schedule delivered
pursuant to Section 2.01(f); provided,
however, that such amount shall not
exceed the amount on deposit in the
Supplemental Loan Account allocated to
purchasing Supplemental Mortgage Loans for
such Loan Group.
Aggregate Targeted Balance: With respect to any group of
Targeted
Principal Classes or Components and any
Distribution Date, the amount set
forth for such group for such Distribution
Date in Schedule V hereto.
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 Class PO
Component, zero and (ii) with respect to
each other Class of Certificates the
product of (a) the lesser of (I) the
ratio that the related Required Coupon
bears to the Adjusted Net Mortgage Rate
of such Mortgage Loan and (II) one,
multiplied by (b) the ratio that the
amount calculated with respect to such
Distribution Date (A) with respect to
the Senior Certificates of the related
Senior Certificate Group (other than
the related Class PO Component, if any),
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 Subordinated
Certificates, pursuant to the definition of
Assumed Interest Amount or after the third
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 amount 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 any Loan Group, 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).
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
I-10
<PAGE>
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 sale price of the Mortgaged
Property at the time of the origination of
such Mortgage Loan; (ii) with
respect to a Refinancing Mortgage Loan
other than a Streamlined Documentation
Mortgage Loan, the value of the Mortgaged
Property based upon the appraisal
made-at the time of the origination of such
Refinancing Mortgage Loan; and
(iii) with respect to a Streamlined
Documentation Mortgage Loan, (a) if the
loan-to-value ratio with respect to the
Original Mortgage Loan at the time of
the origination thereof was 80% or less and
the loan amount of the new
mortgage loan is $650,000 or less, the
value of the Mortgaged Property based
upon the appraisal made at the time of the
origination of the Original
Mortgage Loan and (b) if the loan-to-value
ratio with respect to the Original
Mortgage Loan at the time of the
origination thereof was greater than 80% or
the loan amount of the new loan being
originated is greater than $650,000, the
value of the Mortgaged Property based upon
the appraisal (which may be a
drive-by appraisal) made at the time of the
origination of such Streamlined
Documentation Mortgage Loan.
Assumed Balance: With respect to any Distribution Date, Class
of
Subordinated Certificates and 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 that Due Date).
Assumed Interest Amount: With respect to any Distribution Date
and
Class of Subordinated Certificates, one
month's interest accrued during the
related Interest Accrual Period at the
Pass-Through Rate for such Class on the
applicable Assumed Balance immediately
prior to that Distribution Date.
Available Funds: As to any Distribution Date and 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) - (v), inclusive, of Section 3.08(b) in
respect of such Mortgage Loans,
(b) the amount of the related Advance, (c)
in connection with Defective
Mortgage Loans in such Loan Group, as
applicable, the aggregate of the
Purchase Prices and Substitution Adjustment
Amounts deposited on the related
Distribution Account Deposit Date, (d) on
each Conveyance Period Distribution
Date, the amount, if any, transferred from
the Capitalized Interest Account in
respect of the Capitalized Interest
Requirement with respect to
I-11
<PAGE>
the related Mortgage Loans, and (e) on the
last Conveyance Period Distribution
Date, the amount, if any, transferred from
the Supplemental Loan Account
representing the related Remaining Non-PO
Supplemental Loan Amount and the
related Remaining PO Supplemental Loan
Amount, if any; provided, however,
that on the third Senior Termination Date,
Available Funds with respect to the
Loan Group relating to the remaining Senior
Certificate Group shall include
the Available Funds from the other Loan
Group after all distributions are made
on the Senior Certificates of the other
Senior Certificate Group and on any
Distribution Date thereafter, Available
Funds shall be calculated based upon
all the Mortgage Loans in the Mortgage
Pool, as opposed to the Mortgage Loans
in the related Loan Group.
Bankruptcy Code: The United States Bankruptcy Reform Act of 1978,
as
amended.
Basic 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 Basic 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.
Basic Master Servicing Fee Rate: With respect to each Mortgage
Loan,
0.25% per annum.
Blanket Mortgage: The mortgage or mortgages encumbering the
Cooperative Property.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) a Saturday or a Sunday, or
(ii)
a day on which banking institutions in the
City of New York, New York, or the
States of California or Texas or the city
in which the Corporate Trust Office
of the Trustee is located are authorized or
obligated by law or executive
order to be closed.
Calculation Rate: For each Distribution Date, the product of (i)
10
and (ii) the weighted average rate of the
outstanding Class A and Class B
Interests, treating each Class A Interest
as capped at zero or reduced by a
fixed percentage of 100% of the interest
accruing on such Class A Interest.
Capitalized Interest Account: The separate Eligible Account
designated as such and created and
maintained by the Trustee pursuant to
Section 3.05(h) hereof. The Capitalized
Interest Account shall be treated as
an "outside reserve fund" under applicable
Treasury regulations and shall not
be part of the REMIC. Except as provided in
Section 3.05(h) hereof, any
investment earnings on the amounts on
deposit in the Capitalized Interest
Account shall be treated as owned by the
Depositor and will be taxable to the
Depositor.
Capitalized Interest Requirement: With respect to each
Conveyance
Period Distribution Date, the excess, if
any, of (a) the sum of (1) the amount
calculated pursuant to clause (i) of the
definition of Class Optimal Interest
Distribution Amount for each Class of
Certificates (including, with respect to
the Subordinated Certificates, the related
Assumed Balance of each such Class)
in the Certificate Group related to such
Loan Group for such Distribution
Date, plus (2) the Trustee Fee applicable
to such Loan Group, over (b) with
respect to each Mortgage Loan
I-12
<PAGE>
in such Loan Group (1) 1/12 of the product
of the related Adjusted Mortgage
Rate and the related Stated Principal
Balance as of the related Due
Date (prior to giving effect to any
Scheduled Payment due on such Mortgage
Loan on such Due Date) minus (2) any
related reductions required by Section
4.02(d) hereof minus (3) the related Excess
Master Servicing Fee. On the
Closing Date, the amount deposited in the
Capitalized Interest Account shall
be $1.84, $0.00 of which shall be allocated
to Loan Group 1, $0.00 of which
shall be allocated to Loan Group 2, $0.00
of which shall be allocated to Loan
Group 3 and $1.84 of which shall be
allocated to Loan Group 4.
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 Alternative Loan
Trust 2005-50CB, Mortgage Pass-Through
Certificates Series 2005-50CB."
Certificate Balance: With respect to any Certificate, other than
a
Notional Amount Certificates, at any date,
the maximum dollar amount of
principal to which the Holder thereof is
then entitled hereunder, such amount
being equal to the Denomination thereof (A)
plus any increase in the
Certificate Balance of such Certificate
pursuant to Section 4.02 due to the
receipt of Subsequent Recoveries, (B) minus
the sum of (i) all distributions
of principal previously made with respect
thereto and (ii) all Realized Losses
allocated thereto and, in the case of any
Subordinated Certificates, all other
reductions in Certificate Balance
previously allocated thereto pursuant to
Section 4.04 and (C) in the case of any
Class of Accrual Certificates,
increased by the Accrual Amount added to
the Class Certificate Balance of such
Class prior to such date. The Notional
Amount Certificates have no Certificate
Balances.
Certificate Group: The Group 1 Certificates, Group 2
Certificates,
Group 3 Certificates or Group 4
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
I-13
<PAGE>
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 or Component, the sum of (i) one
month's interest accrued during the related
Interest Accrual Period at the
Pass-Through Rate for such Class on the
related Class Certificate Balance,
Component Balance, Notional Amount or
Component Notional Amount, as
applicable, subject to reduction as
provided in Section 4.02(d) and (ii) any
Class Unpaid Interest Amounts for such
Class or Component.
Class PO Component: The Class PO-1 Component, Class PO-3 Component
or
the Class PO-4 Component, as
applicable.
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 Class
PO Component, if any, on such Distribution
Date on or prior to the Senior
Credit Support Depletion Date or previously
allocated to that Class PO
Component and not yet paid to the Holders
of the Class PO Certificates.
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:
September 29, 2005.
I-14
<PAGE>
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
COFI: The Monthly Weighted Average Cost of Funds Index for the
Eleventh District Savings Institutions
published by the Federal Home Loan Bank
of San Francisco.
COFI Certificates: As
specified in the Preliminary Statement.
Compensating Interest: As to any Distribution Date and Loan Group,
an
amount equal to the product of one-twelfth
of 0.125% and the aggregate Stated
Principal Balance of the Mortgage Loans as
of the Due Date in the prior
calendar month.
Component: As
specified in the Preliminary Statement.
Component Balance: With respect to any Component and any
Distribution
Date, the Initial Component Balance thereof
on the Closing Date, (A) plus any
increase in the Component Balance of such
Component pursuant to Section 4.02
due to the receipt of Subsequent
Recoveries, (B) minus the sum of all amounts
applied in reduction of the principal
balance of such Component and Realized
Losses allocated thereto on previous
Distribution Dates.
Component Certificates: As specified in the Preliminary
Statement.
Component Notional Amount: Not applicable.
Conveyance Period: The period from the Closing Date until the
earliest of (i) the date on which the
amount on deposit in the Supplemental
Loan Account for each Loan Group is less
than $150,000, or (ii) an Event of
Default occurs or (iii) October 31,
2005.
Conveyance Period Distribution Date: Each Distribution Date
during
the Conveyance Period and, if the
Conveyance Period ends after the
Distribution Date in a month, the
immediately succeeding Distribution Date.
Coop
Shares: Shares issued by a Cooperative Corporation.
Cooperative Corporation: The entity that holds title (fee or an
acceptable leasehold estate) to the real
property and improvements
constituting the Cooperative Property and
which governs the Cooperative
Property, which Cooperative Corporation
must qualify as a Cooperative Housing
Corporation under Section 216 of the
Code.
Cooperative Loan: Any Mortgage Loan secured by Coop Shares and
a
Proprietary Lease.
Cooperative Property: The real property and improvements owned by
the
Cooperative Corporation, including the
allocation of individual dwelling units
to the holders of the Coop Shares of the
Cooperative Corporation.
Cooperative Unit: A single family dwelling located in a
Cooperative
Property.
I-15
<PAGE>
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, CWALT, Inc.
Series 2005-50CB, 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) 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 Subordinate Portion of
the Loan Group to which they
correspond.
Cut-off Date: In the case of any Initial Mortgage Loan, the
Initial
Cut-off Date, and in the case of any
Supplemental Mortgage Loan, the related
Supplemental Cut-off Date.
Cut-off Date Pool Principal Balance: An amount equal to the sum
of
the Initial Cut-off Date Pool Principal
Balance plus, the amount, if any,
deposited in the Supplemental Loan Account
on the Closing Date.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
Stated
Principal Balance thereof as of the close
of business on the Cut-off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent
jurisdiction in a proceeding under the
Bankruptcy Code in the Scheduled Payment
for such Mortgage Loan which became
final and non-appealable, except such a
reduction resulting from a Deficient
Valuation or any reduction that results in
a permanent forgiveness of
principal.
Deceased Holder: Not
applicable.
Defective Mortgage Loan: Any Mortgage Loan which is required to
be
repurchased pursuant to Section 2.02 or
2.03.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation
by a court of competent jurisdiction of the
Mortgaged Property in an amount
less than the then-outstanding indebtedness
under the Mortgage Loan, or any
reduction in the amount of principal to be
paid in connection with any
Scheduled Payment that results in a
permanent forgiveness of principal, which
valuation or reduction results from an
order of such court which is final and
non-appealable in a proceeding under the
Bankruptcy Code.
Definitive Certificates: Any Certificate evidenced by a
Physical
Certificate and any Certificate issued in
lieu of a Book-Entry Certificate
pursuant to Section 5.02(e).
I-16
<PAGE>
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 the Trustee on the
Closing Date or Supplemental Transfer Date,
as applicable. The number of Delay
Delivery Mortgage Loans shall not exceed
50% of the aggregate number of
Initial Mortgage Loans in each Loan Group
as of the Closing Date and 90% of
the Supplemental Mortgage Loans in each
Loan Group conveyed on a Supplemental
Transfer Date. To the extent that
Countrywide Home Loans Servicing LP shall be
in possession of any Mortgage Files with
respect to any Delay Delivery
Mortgage Loan, until delivery of such
Mortgage File to the Trustee as provided
in Section 2.01, Countrywide Home Loans
Servicing LP shall hold such files as
Master Servicer hereunder, as agent and in
trust for the Trustee.
Deleted Mortgage Loan:
As defined in Section 2.03(c) hereof.
Denomination: With respect to each Certificate, the amount set
forth
on the face thereof as the "Initial
Certificate Balance of this Certificate"
or the "Initial Notional Amount of this
Certificate" or, if neither of the
foregoing, the Percentage Interest
appearing on the face thereof.
Depositor: CWALT, Inc., a Delaware corporation, or its successor
in
interest.
Depository: The initial Depository shall be The Depository
Trust
Company, the nominee of which is CEDE &
Co., as the registered Holder of the
Book-Entry Certificates. The Depository
shall at all times be a "clearing
corporation" as defined in Section
8-102(a)(5) of the Uniform Commercial Code
of the State of New York.
Depository Participant: A broker, dealer, bank or other
financial
institution or other Person for whom from
time to time a Depository effects
book-entry transfers and pledges of
securities deposited with the Depository.
Determination Date: As to any Distribution Date, the 22nd day of
each
month or if such 22nd day is not a Business
Day the next preceding Business
Day; provided, however, that if such 22nd
day or such Business Day, whichever
is applicable, is less than two Business
Days prior to the related
Distribution Date, the Determination Date
shall be the first Business Day
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
Alternative Loan Trust 2005-50CB Mortgage
Pass-Through Certificates, Series
2005-50CB." Funds in the Distribution
Account shall be held in trust for the
Certificateholders for the uses and
purposes set forth in this Agreement.
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<PAGE>
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 October 2005.
Due Date: With respect to any Distribution Date, 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 an
Underwriter's Exemption.
ERISA-Restricted Certificate: As specified in the Preliminary
Statement.
Escrow Account: The Eligible Account or Accounts established
and
maintained pursuant to Section 3.06(a)
hereof.
Event of Default: As
defined in Section 7.01 hereof.
Excess Master Servicing Fee: As to any Distribution Date, an
amount
equal to the aggregate of the Excess Master
Servicing Fee Amount.
Excess Master Servicing Fee Amount: As to each Non-Discount
Mortgage
Loan in a Loan Group and any Distribution
Date, an amount payable out of each
full payment of interest
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<PAGE>
received on such Mortgage Loan and equal to
one-twelfth of the related
Excess Master Servicing Fee Rate multiplied
by the Stated Principal
Balance of such Mortgage Loan.
Excess Master Servicing Fee Rate: As to any Non-Discount
Mortgage
Loan in a Loan Group, the excess of (x) the
Adjusted Net Mortgage Rate of such
Non-Discount Mortgage Loan over (y) the
related Required Coupon. As to any
Discount Mortgage Loan, 0.00%.
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 Basic
Master
Servicing Fee Rate, the related Excess
Master Servicing Fee Rate and the
Trustee Fee Rate.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States
created and existing under Title III of
the Emergency Home Finance Act of 1970, as
amended, or any successor thereto.
Final Certification:
As defined in Section 2.02(a) hereof.
FIRREA: The Financial Institutions Reform, Recovery, and
Enforcement
Act of 1989.
Fitch: Fitch, Inc., or any successor thereto. If Fitch is
designated
as a Rating Agency in the Preliminary
Statement, for purposes of Section
10.05(b) the address for notices to Fitch
shall be Fitch, Inc., One State
Street Plaza, New York, New York 10004,
Attention: Residential Mortgage
Surveillance Group, or such other address
as Fitch may hereafter furnish to
the Depositor and the Master Servicer.
FNMA: The Federal National Mortgage Association, a federally
chartered and privately owned corporation
organized and existing under the
Federal National Mortgage Association
Charter Act, or any successor thereto.
Group 1 Senior Certificates: As specified in the Preliminary
Statement.
Group 2 Senior Certificates: As specified in the Preliminary
Statement.
Group 3 Senior Certificates: As specified in the Preliminary
Statement.
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<PAGE>
Group 4 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.
Initial Cut-off Date: With respect to any Initial Mortgage Loan,
the
later of (i) the date of origination of
such Mortgage Loan and (ii) September
1, 2005.
Initial Cut-off Date Pool Principal Balance: $446,231,544.34.
Initial Mortgage Loan: A Mortgage Loan conveyed to the Trust Fund
on
the Closing Date pursuant to this Agreement
as identified on the Mortgage Loan
Schedule delivered to the Trustee on the
Closing Date.
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 Sub-WAC
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
Sub-WAC 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.
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<PAGE>
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 Basic Master Servicing Fees,
Servicing Advances and Advances.
Living Holders: Not
applicable.
Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3 or
Loan
Group 4, 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 4: All Mortgage Loans identified as Loan Group 4
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
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<PAGE>
Prepayments received in the Prepayment
Period related to such Due Date, plus,
the amount, if any, on deposit in the
Supplemental Loan Account allocated to
that Loan Group.
Loan-to-Value Ratio: With respect to any Mortgage Loan and as to
any
date of determination, the fraction
(expressed as a percentage) the numerator
of which is the principal balance of the
related Mortgage Loan at such date of
determination and the denominator of which
is the Appraised Value of the
related Mortgaged Property.
Lost Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not
been replaced.
Maintenance: With respect to any Cooperative Unit, the rent paid
by
the Mortgagor to the Cooperative
Corporation pursuant to the Proprietary
Lease.
Majority in Interest: As to any Class of Regular Certificates,
the
Holders of Certificates of such Class
evidencing, in the aggregate, at least
51% of the Percentage Interests evidenced
by all Certificates of such Class.
Master REMIC: As described in the Preliminary Statement.
Master Servicer: Countrywide Home Loans Servicing LP, a Texas
limited
partnership, and its successors and
assigns, in its capacity as master
servicer hereunder.
Master Servicer Advance Date: As to any Distribution Date, 12:30
p.m.
Pacific time on the Business Day
immediately preceding such Distribution Date.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation
organized and existing under the laws of
the State of Delaware, or any
successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on
the
MERS System.
MERS(R) System: The system of recording transfers of mortgages
electronically maintained by MERS.
Middle Tier REMIC: As described in the Preliminary Statement.
Middle Tier REMIC Interest: Any one of the Middle Tier REMIC
Interests or the MT-A-R Interest.
Middle Tier REMIC Regular Interest: Any one of the "regular
interests" in the Middle Tier REMIC
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.
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<PAGE>
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, the addition of any
Supplemental Mortgage Loans pursuant to
the provisions of this Agreement and any
Supplemental Transfer Agreement and
the deletion of Deleted Mortgage Loans
pursuant to the provisions of this
Agreement) transferred to the Trustee as
part of the Trust Fund and from time
to time subject to this Agreement, attached
hereto as Schedule I, setting
forth the following information with
respect to each Mortgage Loan by Loan
Group:
(i) the
loan number;
(ii) the
Mortgagor's name and the street address of the
Mortgaged Property, including the zip code;
(iii) the maturity
date;
(iv) the
original principal balance;
(v) the
Cut-off Date Principal Balance;
(vi) the first
payment date of the Mortgage Loan;
(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;
I-23
<PAGE>
(xi) the
Mortgage Rate;
(xii) a code
indicating whether the Mortgage Loan is a Lender
PMI Mortgage Loan and, in the case of any Lender PMI
Mortgage Loan, a percentage representing the amount of the
related interest premium charged to the borrower;
(xiii) the purpose for the Mortgage Loan;
(xiv) the type of
documentation program pursuant to which the
Mortgage Loan was originated;
(xv) a code
indicating whether the Mortgage Loan is a
Countrywide Mortgage Loan, a Park Granada Mortgage Loan, a
Park Monaco Mortgage Loan or a Park Sienna Mortgage Loan;
and
(xvi) 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. Countrywide shall update the
Mortgage Loan Schedule in connection with
each Supplemental Transfer Agreement within
a reasonable period of time after
delivery to it of the Schedule of
Supplemental Mortgage Loans attached to the
related Supplemental Transfer Agreement as
Schedule A thereto.
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
any Supplemental Transfer Agreement and
that are held as a part of the Trust
Fund (including any REO Property), the
mortgage loans so held being identified
in the Mortgage Loan Schedule,
notwithstanding foreclosure or other
acquisition of title of the related
Mortgaged Property.
Mortgage Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of
a Mortgagor under a Mortgage Loan.
Mortgage 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 during the
related Prepayment Period exceeds an
amount equal to the sum of (a) the
Compensating Interest for such Loan Group
and Distribution Date and (b) the excess of
the Compensating Interest for
I-24
<PAGE>
the other Loan Group for such Distribution
Date over the Prepayment Interest
Shortfalls experienced by the Mortgage
Loans in such other Loan Group during
such Prepayment Period.
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 such Loan Group.
Non-PO Formula Principal Amount: As to any Distribution Date and
Loan
Group, the sum of (i) the sum of (x) 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 received on the
Mortgage Loans in that Loan Group during
the calendar month preceding the
month of such Distribution Date, or (B)
with respect to Subsequent Recoveries
attributable to a Discount Mortgage Loan
which incurred a Realized Loss after
the Senior Credit Support Depletion Date,
the Non-PO Percentage of any such
Subsequent Recoveries received during the
calendar month preceding the month
of such Distribution Date and (y) on the
last Conveyance Period Distribution
Date, the amounts remaining in the
Supplemental Loan Account allocated to that
Loan Group other than the related Remaining
PO Supplemental Loan Amount.
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%.
Non-PO Pool Balance: As to any Loan Group and any Due Date, the
amount equal to the excess, if any, of (i)
the aggregate Stated Principal
Balance of all Mortgage Loans in the
related Loan Group over (ii) the sum of
the PO Percentage of the Stated Principal
Balance of each Discount Mortgage
Loan in that Loan Group.
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.
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<PAGE>
Notice of Final Distribution: The notice to be provided pursuant
to
Section 9.02 to the effect that final
distribution on any of the Certificates
shall be made only upon presentation and
surrender thereof.
Notional Amount: Not
applicable.
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 a Seller, the Depositor or the Master
Servicer, including, in-house
counsel, reasonably acceptable to the
Trustee; provided, however, that with
respect to the interpretation or
application of the REMIC Provisions, such
counsel must (i) in fact be independent of
a Seller, the Depositor and the
Master Servicer, (ii) not have any direct
financial interest in a Seller, the
Depositor or the Master Servicer or in any
affiliate thereof, and (iii) not be
connected with a Seller, the Depositor or
the Master Servicer as an officer,
employee, promoter, underwriter, trustee,
partner, director or person
performing similar functions.
Optional Termination: 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 M...................4.00%
Class B-1.................2.20%
Class B-2.................1.40%
Class B-3.................1.00%
Class B-4.................0.55%
Class 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
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<PAGE>
Percentage of the aggregate Stated
Principal Balance 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.
Outside Reference Date: As to any Interest Accrual Period for
the
COFI Certificates, the close of business on
the tenth day thereof.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore
executed and authenticated under
this Agreement except:
(i) Certificates
theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; and
(ii) Certificates in exchange for which or in lieu of which
other Certificates have been executed and delivered by the
Trustee pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with
a
Stated Principal Balance greater than zero,
which was not the subject of a
Principal Prepayment in Full as of the last
day of the Prepayment Period
related to such Due Date and which did not
become a Liquidated Mortgage Loan
prior to such Due Date.
Overcollateralized Group: As defined in Section 4.05.
Ownership Interest: As to any Residual Certificate, any
ownership
interest in such Certificate including any
interest in such Certificate as the
Holder thereof and any other interest
therein, whether direct or indirect,
legal or beneficial.
Park Granada: Park Granada LLC, a Delaware limited liability
company,
and its successors and assigns, in its
capacity as the seller of the Park
Granada Mortgage Loans to the
Depositor.
Park Granada Mortgage Loans: The Mortgage Loans identified as such
on
the Mortgage Loan Schedule for which Park
Granada is the applicable Seller.
Park Monaco: Park Monaco Inc., a Delaware corporation, and its
successors and assigns, in its capacity as
the seller of the Park Monaco
Mortgage Loans to the Depositor.
Park Monaco Mortgage Loans: The Mortgage Loans identified as such
on
the Mortgage Loan Schedule for which Park
Monaco is the applicable Seller.
Park Sienna: Park Sienna LLC, a Delaware limited liability
company,
and its successors and assigns, in its
capacity as the seller of the Park
Sienna Mortgage Loans to the Depositor.
Park Sienna Mortgage Loans: The Mortgage Loans identified as such
on
the Mortgage Loan Schedule for which Park
Sienna is the applicable Seller.
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<PAGE>
Pass-Through Rate: For any interest bearing Class of Certificates
or
Component, the per annum rate set forth or
calculated in the manner described
in the Preliminary Statement.
Percentage Interest: As to any Certificate, the percentage
interest
evidenced thereby in distributions required
to be made on the related Class,
such percentage interest being set forth on
the face thereof or equal to the
percentage obtained by dividing the
Denomination of such Certificate by the
aggregate of the Denominations of all
Certificates of the same Class.
Permitted Investments: At any time, any one or more of the
following
obligations and securities:
(i) obligations of the United States or any agency thereof,
provided such obligations are backed by the full faith and
credit of the United States;
(ii) general obligations of or obligations guaranteed by any
state of the United States or the District of Columbia
receiving the highest long-term debt rating of each Rating
Agency, or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to
the Certificates by each Rating Agency;
(iii) commercial or finance company paper which is then
receiving the highest commercial or finance company paper
rating of each Rating Agency, or such lower rating as will
not result in the downgrading or withdrawal of the ratings
then assigned to the Certificates by each Rating Agency;
(iv) certificates of deposit, demand or time deposits, or
bankers' acceptances issued by any depository institution or
trust company incorporated under the laws of the United
States or of any state thereof and subject to supervision
and examination by federal and/or state banking authorities,
provided that the commercial paper and/or long term
unsecured debt obligations of such depository institution or
trust company (or in the case of the principal depository
institution in a holding company system, the commercial
paper or long-term unsecured debt obligations of such
holding company, but only if Moody's is not a Rating Agency)
are then rated one of the two highest long-term and the
highest short-term ratings of each Rating Agency for such
securities, or such lower ratings as will not result in the
downgrading or withdrawal of the rating then assigned to the
Certificates by either Rating Agency;
(v) repurchase obligations with respect to any security
described in clauses (i) and (ii) above, in either case
entered into with a depository institution or trust company
(acting as principal) described in clause (iv) above;
(vi) units of a taxable money-market portfolio having the
highest rating assigned by each Rating Agency (except if
Fitch is a Rating Agency and has not rated the portfolio,
the highest rating assigned by Moody's) and restricted to
obligations issued or guaranteed by the United States of
America or entities whose obligations are backed by the full
faith and credit of the United States of America and
repurchase agreements collateralized by such obligations;
and
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<PAGE>
(vii) such other relatively risk free investments bearing
interest or sold at a discount acceptable to each Rating
Agency as will not result in the downgrading or withdrawal
of the rating then assigned to the Certificates by either
Rating Agency, as evidenced by a signed writing delivered by
each Rating Agency
provided, that no such instrument shall be
a Permitted Investment if such
instrument evidences the right to receive
interest only payments with respect
to the obligations underlying such
instrument.
Permitted Transferee: Any person other than (i) the United
States,
any State or political subdivision thereof,
or any agency or instrumentality
of any of the foregoing, (ii) a foreign
government, International Organization
or any agency or instrumentality of either
of the foregoing, (iii) an
organization (except certain farmers'
cooperatives described in section 521 of
the Code) which is exempt from tax imposed
by Chapter 1 of the Code (including
the tax imposed by section 511 of the Code
on unrelated business taxable
income) on any excess inclusions (as
defined in section 860E(c)(1) of the
Code) with respect to any Residual
Certificate, (iv) rural electric and
telephone cooperatives described in section
1381(a)(2)(C) of the Code, (v) an
"electing large partnership" as defined in
Section 775 of the Code, (vi) a
Person that is not a citizen or resident of
the United States, a corporation,
partnership, or other entity created or
organized in or under the laws of the
United States, any State thereof or the
District of Columbia, or an estate or
trust whose income from sources without the
United States is includible in
gross income for United States federal
income tax purposes regardless of its
connection with the conduct of a trade or
business within the United States or
a trust if a court within the United States
is able to exercise primary
supervision over the administration of the
trust and one or more United States
persons have the authority to control all
substantial decisions of the trust
unless such Person has furnished the
transferor and the Trustee with a duly
completed Internal Revenue Service Form
W-8ECI or any applicable successor
form, and (vii) any other Person so
designated by the Depositor based upon an
Opinion of Counsel that the Transfer of an
Ownership Interest in a Residual
Certificate to such Person may cause any
REMIC hereunder to fail to qualify as
a REMIC at any time that the Certificates
are outstanding. The terms "United
States," "State" and "International
Organization" shall have the meanings set
forth in section 7701 of the Code or
successor provisions. A corporation will
not be treated as an instrumentality of the
United States or of any State or
political subdivision thereof for these
purposes if all of its activities are
subject to tax and, with the exception of
the Federal Home Loan Mortgage
Corporation, a majority of its board of
directors is not selected by such
government unit.
Person: Any individual, corporation, partnership, joint
venture,
association, limited liability company,
joint-stock company, trust,
unincorporated organization or government,
or any agency or political
subdivision thereof.
Physical Certificate:
As specified in the Preliminary Statement.
Planned Balance: With respect to any group of Planned Principal
Classes or Components in the aggregate and
any Distribution Date appearing in
Schedule V hereto, the Aggregate Planned
Balance for such group and
Distribution Date. With respect to any
other Planned Principal Class or
Component and any Distribution Date
appearing in Schedule V hereto, the
applicable amount appearing opposite such
Distribution Date for such Class or
Component.
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<PAGE>
Planned Principal Classes: As specified in the Preliminary
Statement.
Planned Principal Components: As specified in the Preliminary
Statement.
PO Formula Principal Amount: As to any Distribution Date and Class
PO
Component, the sum of (i) the sum of (x)
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 month
preceding the calendar month of such
Distribution Date, the amount of
Liquidation Proceeds allocable to principal
received with respect to such
Mortgage Loan during the month preceding
the month of such Distribution Date
with respect to such Mortgage Loan, and (f)
all Principal Prepayments with
respect to the Mortgage Loans in the
related Loan Group received during the
related Prepayment Period, (ii) with
respect to Subsequent Recoveries
attributable to a Discount Mortgage Loan
which incurred a Realized Loss after
the Senior Credit Support Depletion Date,
the PO Percentage of any such
Subsequent Recoveries received during the
calendar month preceding the month
of such Distribution Date, and (y) on the
last Conveyance Period Distribution
Date the related Remaining PO Supplemental
Loan Amount.
PO Percentage: As to any Discount Mortgage Loan in a Loan Group,
a
fraction (expressed as a percentage) the
numerator of which is the excess of
the Required Coupon for such Loan Group
over the Adjusted Net Mortgage Rate of
such Discount Mortgage Loan and the
denominator of which is such Required
Coupon. As to any Non-Discount Mortgage
Loan, 0%.
PO Sublimit: With respect to Loan Group 1, $1,529,533. With
respect
to Loan Group 2, $0.00. With respect to
Loan Group 3, $20,094. With respect to
Loan Group 4, $132,083.
Pool Characteristics: With respect to each Loan Group as of the
Cut-off Date, the characteristics set forth
in the sixth bullet point under
"The Mortgage Pool--Conveyance of
Supplemental Mortgage Loans" for such Loan
Group set forth on page S-49 of the
Prospectus Supplement.
Pool Stated Principal Balance: The aggregate of the Stated
Principal
Balances of the Outstanding Mortgage Loans
plus, the amount on deposit in the
Supplemental Loan Account, exclusive of any
investment income included
therein.
Prepayment Interest Excess: As to any Principal Prepayment
received
by the Master Servicer from the first day
through the fifteenth day of any
calendar month (other than the calendar
month in which the Initial Cut-off
Date occurs), all amounts paid by the
related
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<PAGE>
Mortgagor in respect of interest on such
Principal Prepayment. All
Prepayment Interest Excess shall be paid to
the Master Servicer as additional
master servicing compensation.
Prepayment Interest Shortfall: As to any Distribution Date,
Mortgage
Loan and Principal Prepayment received on
or after the sixteenth day of the
month preceding the month of such
Distribution Date (or, in the case of the
first Distribution Date, on or after
September 1, 2005) and on or before the
last day of the month preceding the month
of such Distribution Date, the
amount, if any, by which one month's
interest at the related Mortgage Rate,
net of the Basic Master Servicing Fee Rate
and the related Excess 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 related Due
Date,
the period from the 16th day of the
calendar month immediately preceding the
month of such Distribution Date (or, in the
case of the first Distribution
Date, from September 1, 2005) through the
15th day of the calendar month of
such 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
Sub-WAC REMIC Regular Interest other than a
Regular Interest corresponding to
that Loan Group as provided in the
Preliminary Statement. Principal Relocation
Payments from a Loan Group shall be made of
the amounts in respect of
principal from the Mortgage Loans of the
Loan Group and shall include a
proportionate allocation of the Realized
Losses from the Mortgage Loans of the
Loan Group.
Private Certificate:
As specified in the Preliminary Statement.
Pro Rata Share: As to any Distribution Date, the Subordinated
Principal Distribution Amount and any Class
of Subordinated Certificates, the
portion of the Subordinated Principal
Distribution Amount allocable to such
Class, equal to the product of the
Subordinated Principal Distribution Amount
on such Distribution Date and a fraction,
the numerator of which is the
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<PAGE>
related Class Certificate Balance thereof
and the denominator of which is the
aggregate of the Class Certificate Balances
of the Subordinated Certificates.
Proprietary Lease: With respect to any Cooperative Unit, a lease
or
occupancy agreement between a Cooperative
Corporation and a holder of related
Coop Shares.
Prospectus: The Prospectus dated July 25, 2005 generally relating
to
mortgage pass-through certificates to be
sold by the Depositor.
Prospectus
Supplement: The Prospectus Supplement dated September 27,
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, (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
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<PAGE>
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: With respect to any Distribution Date, the close
of
business on the last Business Day of the
month preceding the month in which
such Distribution Date occurs.
Reference Bank: As
defined in Section 4.08(b).
Refinancing Mortgage Loan: Any Mortgage Loan originated in
connection
with the refinancing of an existing
mortgage loan.
Regular Certificates:
As specified in the Preliminary Statement.
Relief Act: The
Servicemembers Civil Relief Act.
Relief Act Reductions: With respect to any Distribution Date and
any
Mortgage Loan as to which there has been a
reduction in the amount of interest
collectible thereon for the most recently
ended calendar month as a result of
the application of the Relief Act or any
similar state or local laws, the
amount, if any, by which (i) interest
collectible on such Mortgage Loan for
the most recently ended calendar month is
less than (ii) interest accrued
thereon for such month pursuant to the
Mortgage Note.
Remaining Non-PO Supplemental Loan Amount: With respect to each
Class
PO Component and the last Conveyance Period
Distribution Date, the excess of
the amount on deposit in the Supplemental
Loan Account allocated to the
related Loan Group on such date over the
Remaining PO Supplemental Loan Amount
for the related Loan Group.
Remaining PO Supplemental Loan Amount: With respect to each
Loan
Group and the last Conveyance Period
Distribution Date, the excess of the PO
Sublimit for that Loan Group over the
product of the applicable PO Percentage
of the Stated Principal Balance of each
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<PAGE>
Supplemental Mortgage Loan as of the
related Supplemental Cut-off Date added
to that Loan Group.
REMIC: A "real estate mortgage investment conduit" within the
meaning
of section 860D of the Code.
REMIC Change of Law: Any proposed, temporary or final
regulation,
revenue ruling, revenue procedure or other
official announcement or
interpretation relating to REMICs and the
REMIC Provisions issued after the
Closing Date.
REMIC Provisions: Provisions of the federal income tax law
relating
to real estate mortgage investment
conduits, which appear at sections 860A
through 860G of Subchapter M of Chapter 1
of the Code, and related provisions,
and regulations promulgated thereunder, as
the foregoing may be in effect from
time to time as well as provisions of
applicable state laws.
REO Property: A Mortgaged Property acquired by the Trust Fund
through
foreclosure or deed-in-lieu of foreclosure
in connection with a defaulted
Mortgage Loan.
Request for Release: The Request for Release submitted by the
Master
Servicer to the Trustee, substantially in
the form of Exhibits M and N, as
appropriate.
Required Coupon: With respect to the Mortgage Loans in Loan Group
1,
Loan Group 2, Loan Group 3 and Loan Group
4, 5.50%, 6.00%, 6.00% and 5.00% per
annum, respectively.
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: Not applicable.
I-34
<PAGE>
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 Class Certificate
Balance of such Senior Certificate
Group (other than the related Class PO
Component, if any) 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, in each
case, as of the Due Date occurring in
the month prior to the month of such
Distribution Date (after giving effect to
Principal Prepayments received in the
Prepayment Period related to that Due
Date); provided, however, that on any
Distribution Date after the third Senior
Termination Date, the Senior Percentage for
the remaining Senior Certificate
Group is the percentage equivalent of a
fraction, the numerator of which is
the aggregate Class Certificate Balance of
such remaining Senior Certificate
Group immediately prior to such
Distribution Date (other than the related
Class PO Component, if any) and the
denominator of which is the aggregate of
the Class Certificate Balances of all
Classes of Certificates (other than the
Class PO Certificates), immediately prior
to such Distribution Date.
Senior Prepayment Percentage: As to a Senior Certificate Group
and
any Distribution Date during the five years
beginning on the first
Distribution Date, 100%. The Senior
Prepayment Percentage for any Distribution
Date occurring on or after the fifth
anniversary of the first Distribution
Date will, except as provided herein, be as
follows: for any Distribution Date
in the first year thereafter, the related
Senior Percentage plus 70% of the
related Subordinated Percentage for such
Distribution Date; for any
Distribution Date in the second year
thereafter, the related Senior Percentage
plus 60% of the related Subordinated
Percentage for such Distribution Date;
for any Distribution Date in the third year
thereafter, the related Senior
Percentage plus 40% of the related
Subordinated Percentage for such
Distribution Date; for any Distribution
Date in the fourth year thereafter,
the related Senior Percentage plus 20% of
the related Subordinated Percentage
for such Distribution Date; and for any
Distribution Date thereafter, the
related Senior Percentage for such
Distribution Date (unless on any
Distribution Date the Senior Percentage
exceeds the initial Senior Percentage
of such Senior Certificate Group, in which
case the Senior Prepayment
Percentage for each loan group for such
Distribution Date will once again
equal 100%). Notwithstanding the foregoing,
no decrease in any Senior
Prepayment Percentage will occur unless
both of the Senior Step Down
Conditions are satisfied with respect to
all of the Loan Groups.
Senior Principal Distribution Amount: As to any Distribution Date
and
Senior Certificate Group, the sum of (i)
the related Senior Percentage of (x)
the applicable Non-PO Percentage of all
amounts described in subclauses (a)
through (d) of clause (i) of the definition
of "Non-PO
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<PAGE>
Formula Principal Amount" with respect to
the related Loan Group for
such Distribution Date, and (y) on the last
Conveyance Period Distribution
Date, the Remaining Non-PO Supplemental
Loan Amount with respect to the
related Loan Group, (ii) with respect to
any Mortgage Loan in the related Loan
Group that became a Liquidated Mortgage
Loan during the calendar month
preceding the month of such Distribution
Date, the lesser of (x) the related
Senior Percentage of the applicable Non-PO
Percentage of the Stated Principal
Balance of such Mortgage Loan and (y) the
related Senior Prepayment Percentage
of the applicable Non-PO Percentage of the
amount of the Liquidation Proceeds
allocable to principal received with
respect to such Mortgage Loan, and (iii)
the sum of (x) the related Senior
Prepayment Percentage of the applicable
Non-PO Percentage of the amounts described
in subclause (f) of clause (i) of
the definition of "Non-PO Formula Principal
Amount" with respect to the
related Loan Group for such Distribution
Date plus (y) on the last Conveyance
Period Distribution Date, the amount, if
any, of the Remaining Non-PO
Supplemental Loan Amount with respect to
the related Loan Group not applied in
clause (i) hereof plus (z) the related
Senior Prepayment Percentage of any
Subsequent Recoveries on the Mortgage Loans
in the related Loan Group
described in clause (ii) of the definition
of "Non-PO Formula Principal
Amount" for such Distribution Date;
provided, however, on any Distribution
Date after the 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 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),
(c) if the Group 3 Senior
Certificates are reduced to zero on such
date, Section 4.02(a)(3)(iv)(y) or
(d) if the Group 4 Senior Certificates are
reduced to zero on such date,
Section 4.02(a)(4)(iv)(y).
Senior Step Down Conditions: With respect to each Loan Group: (i)
the
outstanding principal balance of all
Mortgage Loans in a Loan Group delinquent
60 days or more (including Mortgage Loans
in foreclosure, REO Property and
Mortgage Loans the mortgagors of which are
in bankruptcy) (averaged over the
preceding six month period), as a
percentage of (a) if such date is on or
prior to the 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 immediately prior
to such Distribution Date, does not equal
or exceed 50%, and (ii) cumulative
Realized Losses on the Mortgage Loans in
each Loan Group do not exceed: (a)
commencing with the Distribution Date on
the fifth anniversary of the first
Distribution Date, 30% of the Original
Subordinate Principal Balance, (b)
commencing with the Distribution Date on
the sixth anniversary of the first
Distribution Date, 35% of the Original
Subordinate Principal Balance, (c)
commencing with the Distribution Date on
the seventh anniversary of the first
Distribution Date, 40% of the Original
Subordinate Principal Balance, (d)
commencing with the Distribution Date on
the eighth anniversary of the first
Distribution Date, 45% of the Original
Subordinate Principal Balance, and (e)
commencing with the Distribution Date on
the ninth anniversary of the first
Distribution Date, 50% of the Original
Subordinate Principal Balance.
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<PAGE>
Senior Termination Date: For a Loan Group, the Distribution Date
on
which the aggregate Class Certificate
Balance of the related Senior
Certificate Group (other than the related
Class PO Component, if any) 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: Not
applicable.
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.
SW-A-R Interest: The sole Class of "residual interest" in the
Sub-WAC
REMIC.
Startup Day: The
Closing Date.
Stated Principal Balance: As to any Mortgage Loan and Due Date,
the
unpaid principal balance of such Mortgage
Loan as of such Due Date, as
specified in its amortization schedule at
that time relating thereto (before
any adjustment to the amortization schedule
by reason of any moratorium or
similar waiver or grace period) after
giving effect to the sum of: (i) any
previous partial Principal Prepayments and
the payment of principal due on
such Due Date, irrespective of any
delinquency in payment by the related
Mortgagor and (ii) Liquidation Proceeds
allocable to principal (other than
with respect to any Liquidated Mortgage
Loan) received in the prior calendar
month and Principal Prepayments received
through the last day of the related
Prepayment Period, in each case, with
respect to that Mortgage Loan.
Streamlined Documentation Mortgage Loan: Any Mortgage Loan
originated
pursuant to Countrywide's Streamlined Loan
Documentation Program then in
effect. For the purposes of this Agreement,
a Mortgagor is eligible for a
mortgage pursuant to Countrywide's
Streamlined Loan Documentation Program if
that Mortgagor is refinancing an existing
mortgage loan that was originated or
acquired by Countrywide where, among other
things, the mortgage loan has not
been more than 30 days delinquent in
payment during the previous twelve-month
period.
Subordinated
Certificates: As
specified in the Preliminary Statement.
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<PAGE>
Subordinated Percentage: As to any Loan Group and Distribution
Date
on or prior to the third Senior Termination
Date, 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 and for each
Loan
Group, the excess of the Loan Group
Principal Balance of such Loan Group for
such Distribution Date over the aggregate
Class Certificate Balance of the
Senior Certificates in the related Senior
Certificate Group immediately prior
to such Distribution Date.
Subordinated 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, (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 related 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 Class PO Component, if
any, 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.
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.
Sub-WAC REMIC: As described in the Preliminary Statement.
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<PAGE>
Sub-WAC REMIC Interest: Any one of the Sub-WAC REMIC Interests or
the
SW-A-R Interest.
Sub-WAC REMIC Regular Interest: Any one of the "regular interests"
in
the Sub-WAC REMIC described in the
Preliminary Statement.
Substitute Mortgage Loan: A Mortgage Loan substituted by a Seller
for
a Deleted Mortgage Loan which must, on the
date of such substitution, as
confirmed in a Request for Release,
substantially in the form of Exhibit M,
(i) have a Stated Principal Balance, after
deduction of the principal portion
of the Scheduled Payment due in the month
of substitution, not in excess of,
and not more than 10% less than the Stated
Principal Balance of the Deleted
Mortgage Loan; (ii) be accruing interest at
a rate no lower than and not more
than 1% per annum higher than, that of the
Deleted Mortgage Loan; (iii) have a
Loan-to-Value Ratio no higher than that of
the Deleted Mortgage Loan; (iv)
have a remaining term to maturity no
greater than (and not more than one year
less than that of) the Deleted Mortgage
Loan; (v) not be a Cooperative Loan
unless the Deleted Mortgage Loan was a
Cooperative Loan and (vi) comply with
each representation and warranty set forth
in Section 2.03 hereof.
Substitution Adjustment Amount: The meaning ascribed to such
term
pursuant to Section 2.03.
Supplemental Amount: The amount deposited in the Supplemental
Loan
Account on the Closing Date, which shall
equal $440.30, of which $0.00 shall
be allocated to Loan Group 1, $0.00 shall
be allocated to Loan Group 2, $0.00
shall be allocated to Loan Group 3 and
$440.30 shall be allocated to Loan
Group 4.
Supplemental Cut-off Date: With respect to any Supplemental
Mortgage
Loan, the later of (i) the date of
origination of such Mortgage Loan and (ii)
the first day of the month in which the
related Supplemental Transfer Date
occurs.
Supplemental Loan Account: The separate Eligible Account created
and
maintained by the Trustee pursuant to
Section 3.05 in the name of the Trustee
for the benefit of the Certificateholders
and designated "The Bank of New
York, in trust for registered holders of
Alternative Loan Trust 2005-50CB,
Mortgage Pass-Through Certificates, Series
2005-50CB." Funds in the
Supplemental Loan Account shall be held in
trust for the Certificateholders
for the uses and purposes set forth in this
Agreement and shall not be a part
of any REMIC created hereunder; provided,
however, that any investment income
earned from Permitted Investments made with
funds in the Supplemental Loan
Account shall be for the account of the
Depositor.
Supplemental Mortgage Loan: Any Mortgage Loan other than an
Initial
Mortgage Loan conveyed to the Trust Fund
pursuant to Section 2.01 hereof and
to a Supplemental Transfer Agreement, which
Mortgage Loan shall be listed on
the revised Mortgage Loan Schedule
delivered pursuant to this Agreement and on
Schedule A to such Supplemental Transfer
Agreement. When used with respect to
a single Supplemental Transfer Date,
Supplemental Mortgage Loan shall mean a
Supplemental Mortgage Loan conveyed to the
Trust Fund on that Supplemental
Transfer Date.
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<PAGE>
Supplemental Transfer Agreement: A Supplemental Transfer
Agreement
substantially in the form of Exhibit P
hereto, executed and delivered by the
related Seller or Sellers, the Master
Servicer, the Depositor and the Trustee
as provided in Section 2.01 hereof.
Supplemental Transfer
Date: For any Supplemental Transfer Agreement,
the date the related Supplemental Mortgage
Loans are transferred to the Trust
Fund pursuant to the related Supplemental
Transfer Agreement.
Targeted Balance: With respect to any group of Targeted
Principal
Classes or Components in the aggregate and
any Distribution Date appearing in
Schedule V hereto, the Aggregate Targeted
Balance for such group and
Distribution Date. With respect to any
other Targeted Principal Class or
Component and any Distribution Date
appearing in Schedule V hereto, the
applicable amount appearing opposite such
Distribution Date for such Class or
Component.
Targeted Principal Classes: As specified in the Preliminary
Statement.
Tax Matters Person: The person designated as "tax matters person"
in
the manner provided under Treasury
regulation ss. 1.860F-4(d) and Treasury
regulation ss. 301.6231(a)(7)-1. Initially,
the Tax Matters Person shall be
the Trustee.
Tax Matters Person Certificate: The Class A-R Certificate with
a
Denomination of $0.01.
Transfer: Any direct or indirect transfer or sale of any
Ownership
Interest in a Residual Certificate.
Trust Fund: The corpus of the trust created hereunder consisting
of
(i) the Mortgage Loans and all interest and
principal received on or with
respect thereto after the Cut-off Date to
the extent not applied in computing
the Cut-off Date Principal Balance thereof;
(ii) the Certificate Account, the
Distribution Account, the Supplemental Loan
Account, the Capitalized Interest
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.
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 sum of (i) the Pool
Stated Principal Balance plus (ii) any
amounts remaining in the Supplemental
Loan Account (excluding any investment
earnings thereon) with respect to such
Distribution Date.
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<PAGE>
Trustee Fee Rate: With respect to each Mortgage Loan, 0.009%
per
annum.
Undercollateralized Group: As defined in Section 4.05.
Underwriter's Exemption: Prohibited Transaction Exemption 2002-41,
67
Fed. Reg. 54487 (2002), as amended (or any
successor thereto), or any
substantially similar administrative
exemption granted by the U.S. Department
of Labor.
Underwriters: As specified in the Preliminary Statement.
Unscheduled Principal Distribution Amount: Not applicable.
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.
I-41
<PAGE>
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 Initial Mortgage Loans,
including all interest and
principal received or receivable by such
Seller, on or with respect to the
applicable Initial Mortgage Loans after the
Initial Cut-off Date and all
interest and principal payments on the
related Initial Mortgage Loans received
prior to the Initial 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 Initial Mortgage
Loans, on or before the Initial
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 or twenty (20) days following the
applicable Supplemental Transfer Date,
as applicable). 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 Initial
Mortgage Loan that does not have a first
payment date on or before the Due
Date in the month of the first Distribution
Date or any Supplemental Mortgage
Loan that does not have a first payment
date on or before the Due Date in the
month after the related Supplemental
Transfer 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 Initial 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 that are Initial
Mortgage Loans, will deliver or cause to be
delivered to the Trustee within
thirty (30) days following the Closing Date
and in the case of the Delay
Delivery Mortgage Loans that are
Supplemental Mortgage Loans, will deliver or
cause to be delivered to the Trustee within
twenty (20) days following the
applicable Supplemental Transfer
II-1
<PAGE>
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
II-2
<PAGE>
(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(R) System to indicate that the
Mortgage Loans sold by such Seller to the
Depositor have been assigned by that Seller
to the Trustee in accordance with
this Agreement (and any Supplemental
Transfer Agreement, as applicable) for
the benefit of the Certificateholders by
including (or deleting, in the case
of Mortgage Loans which are repurchased in
accordance with this Agreement) in
such computer files the information
required by the MERS(R) System to identify
the series of the Certificates issued in
connection with such Mortgage Loans.
Each Seller further agrees that it will
not, and will not permit the Master
Servicer to, and the Master Servicer agrees
that it will not, alter the
information referenced in this paragraph
with respect to any Mortgage Loan
sold by such Seller to the Depositor during
the term of this Agreement unless
and until such Mortgage Loan is repurchased
in accordance with the terms of
this Agreement.
In the event that in connection with any Mortgage Loan that is not
a
MERS Mortgage Loan the Depositor cannot
deliver (a) the original recorded
Mortgage, (b) all interim recorded
assignments or (c) the lender's title
policy (together with all riders thereto)
satisfying the requirements of
clause (ii), (iii) or (v) above,
respectively, concurrently with the execution
and delivery hereof because such document
or documents have not been returned
from the applicable public recording office
in the case of clause (ii) or
(iii) above, or because the title policy
has not been delivered to either the
Master Servicer or the Depositor by the
applicable title insurer in the case
of clause (v) above, the Depositor shall
promptly deliver to the Trustee, in
the case of clause (ii) or (iii) above,
such original Mortgage or such interim
assignment, as the case may be, with
evidence of recording indicated thereon
upon receipt thereof from the public
recording office, or a copy thereof,
certified, if appropriate, by the relevant
recording office, but in no event
shall any such delivery of the original
Mortgage and each such interim
assignment or a copy thereof, certified, if
appropriate, by the relevant
recording office, be made later than one
year following the Closing Date, or,
in the case of clause (v) above, no later
than 120 days following the Closing
Date; provided, however, in the event the
Depositor is unable to deliver by
such date
II-3
<PAGE>
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: "CWALT, Inc.,
Series 2005-50CB, 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 Initial 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
II-4
<PAGE>
Delay Delivery Mortgage Loan as a Deleted
Mortgage Loan for purposes of such
Section 2.03); provided, however, that if
Countrywide fails to deliver a
Mortgage File for any Delay Delivery
Mortgage Loan within the thirty (30) day
period provided in the prior sentence,
Countrywide (on its own behalf and on
behalf of Park Granada, Park Monaco and
Park Sienna) shall use its best
reasonable efforts to effect a
substitution, rather than a repurchase of, such
Deleted Mortgage Loan and provided further
that the cure period provided for
in Section 2.02 or in Section 2.03 shall
not apply to the initial delivery of
the Mortgage File for such Delay Delivery
Mortgage Loan, but rather
Countrywide (on its own behalf and on
behalf of Park Granada, Park Monaco and
Park Sienna) shall have five (5) Business
Days to cure such failure to
deliver. At the end of such thirty (30) day
period the Trustee shall send a
Delay Delivery Certification for the Delay
Delivery Mortgage Loans delivered
during such thirty (30) day period in
accordance with the provisions of
Section 2.02.
Notwithstanding anything to the contrary in this Agreement,
within
twenty (20) days after a Supplemental
Transfer Date with respect to all of the
Supplemental Mortgage Loans sold to the
Depositor on such Supplemental
Transfer Date, Countrywide (on its own
behalf and on behalf of Park Granada,
Park Monaco and Park Sienna) shall either
(i) deliver to the Depositor, or at
the Depositor's direction, to the Trustee
or other designee of the Depositor
the Mortgage File as required pursuant to
this Section 2.01 for each Delay
Delivery Mortgage Loan or (ii) (A)
substitute a Substitute Mortgage Loan for
the Delay Delivery Mortgage Loan or (B)
repurchase the Delay Delivery Mortgage
Loan, which substitution or repurchase
shall be accomplished in the manner and
subject to the conditions set forth in
Section 2.03 (treating each Delay
Delivery Mortgage Loan as a Deleted
Mortgage Loan for purposes of such Section
2.03); provided, however, that if
Countrywide fails to deliver a Mortgage File
for any Delay Delivery Mortgage Loan within
the twenty (20) day period
provided in the prior sentence, Countrywide
(on its own behalf and on behalf
of Park Granada, Park Monaco and Park
Sienna) shall use its best reasonable
efforts to effect a substitution, rather
than a repurchase of, such Deleted
Mortgage Loan and provided further that the
cure period provided for in
Section 2.02 or in Section 2.03 shall not
apply to the initial delivery of the
Mortgage File for such Delay Delivery
Mortgage Loan, but rather Countrywide
(on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna)
shall have five (5) Business Days to cure
such failure to deliver. At the end
of such twenty (20) day period the Trustee
shall send a Delay Delivery
Certification for the Delay Delivery
Mortgage Loans delivered during such
twenty (20) day period in accordance with
the provisions of Section 2.02.
(d) Subject to the execution and delivery of the related
Supplemental
Transfer Agreement as provided in Section
2.01(e) hereof and the terms and
conditions of this Agreement, each Seller
sells, transfers, assigns, sets over
and otherwise conveys to the Depositor,
without recourse, on each Supplemental
Transfer Date, with respect to each
Supplemental Mortgage Loan sold by such
Seller to the Depositor, all the right,
title and interest of that Seller in
and to the Supplemental Mortgage Loans sold
by it identified in such
Supplemental Transfer Agreement, including
all interest and principal received
and receivable by such Seller on or with
respect to the related Supplemental
Mortgage Loans on and after the related
Supplemental Cut-off Date (to the
extent not applied in computing the Cut-off
Date Principal Balance thereof) or
deposited into the Certificate Account by
the related Seller, other than
principal and interest due on such
Supplemental Mortgage Loans prior to the
related Supplemental Cut-off Date.
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<PAGE>
Immediately upon the conveyance of the Supplemental Mortgage
Loans
referred to in the preceding paragraph, the
Depositor sells, transfers,
assigns, sets over and otherwise conveys to
the Trustee for benefit of the
Certificateholders, without recourse, all
right title and interest in all of
the Supplemental Mortgage Loans.
Each Seller has entered into this Agreement in consideration for
the
purchase of the Mortgage Loans sold by such
Seller to the Depositor and has
agreed to take the actions specified
herein. The Depositor, concurrently with
the execution and delivery of this
Agreement, hereby sells, transfers, assigns
and otherwise conveys to the Trustee for
the use and benefit of the
Certificateholders, without recourse, all
right title and interest in the
portion of the Trust Fund not otherwise
conveyed to the Trust Fund pursuant to
Sections 2.01(a) or (b).
(e) Upon five (5) Business Days written notice to the Trustee,
the
Depositor, the Master Servicer (if the
Master Servicer is not a Seller) and
the Rating Agencies, on any other Business
Day during the Conveyance Period
designated by Countrywide, Park Granada,
Park Monaco and Park Sienna, if
applicable, the Depositor and the Trustee
shall complete, execute and deliver
a Supplemental Transfer Agreement so long
as no Rating Agency has provided
notice that the execution and delivery of
such Supplemental Transfer Agreement
will result in a reduction or withdrawal of
the any ratings assigned to the
Certificates. After the execution and
delivery of such Supplemental Transfer
Agreement, on the Supplemental Transfer
Date, the Trustee shall set aside in
the Supplemental Loan Account an amount
equal to the Aggregate Supplemental
Purchase Amount.
The transfer of Supplemental Mortgage Loans and the other
property
and rights relating to them on a
Supplemental Transfer Date is subject to the
satisfaction of each of the following
conditions:
(i) each
Supplemental Mortgage Loan conveyed on such Supplemental
Transfer Date satisfies the representations
and warranties applicable to it
under this Agreement; provided, however,
that with respect to a breach of a
representation and warranty with respect to
a Supplemental Mortgage Loan, the
obligation under Section 2.03(c) of this
Agreement of Countrywide, Park
Granada, Park Monaco and Park Sienna, if
applicable, to cure, repurchase or
replace such Supplemental Mortgage Loan
shall constitute the sole remedy
against such Seller respecting such breach
available to Certificateholders,
the Depositor or the Trustee;
(ii) the Trustee, the
Underwriters and the Rating Agencies are
provided with an Opinion of Counsel or
Opinions of Counsel with respect to the
tax treatment of the Trust Fund, to be
delivered as provided pursuant to
Section 2.01(f);
(iii) the Rating Agencies and the Underwriters are provided
with
an Opinion of Counsel or Opinions of
Counsel with respect to the validity of
the conveyance of the Supplemental Mortgage
Loans conveyed on such
Supplemental Transfer Date, to be delivered
as provided pursuant to Section
2.01(f);
(iv) the execution and
delivery of such Supplemental Transfer
Agreement or conveyance of the related
Supplemental Mortgage Loans does not
result in a reduction or withdrawal of any
ratings assigned to the
Certificates by the Rating Agencies;
II-6
<PAGE>
(v) the
Supplemental Mortgage Loans conveyed on such Supplemental
Transfer Date were selected in a manner
reasonably believed not to be adverse
to the interests of the
Certificateholders;
(vi) no Supplemental
Mortgage Loan conveyed on such Supplemental
Transfer date was 30 or more days
delinquent;
(vii) the aggregate of the PO Percentages of the Stated
Principal
Balance of all Supplemental Mortgage Loans
in a Loan Group shall not exceed
the PO Sublimit for that Loan Group;
(viii) following the conveyance of the Supplemental Mortgage
Loans
on such Supplemental Transfer Date to the
Trust Fund, the characteristics of
the Mortgage Loans in a Loan Group will
comply with the applicable Pool
Characteristics (including the permitted
variances listed therein); provided,
that for the purpose of making these
calculations, the characteristics for any
Initial Mortgage Loan made will be taken as
of the Initial Cut-off Date and
the characteristics for any Supplemental
Mortgage Loan will be taken as of the
related Supplemental Cut-off Date;
(ix) none of the
Sellers or the Depositor shall be insolvent or shall
be rendered insolvent as a result of such
transfer; and
(x) the
Depositor shall have delivered to the Trustee an Officer's
Certificate confirming the satisfaction of
each of these conditions precedent.
The Trustee shall not be required to investigate or otherwise
verify
compliance with these conditions, except
for its own receipt of documents
specified above, and shall be entitled to
rely on the required Officer's
Certificate.
(f) Within seven
Business Days after each Supplemental Transfer Date,
upon (1) delivery to the Trustee by the
Depositor or Countrywide of the
Opinions of Counsel referred to in Sections
2.01(e)(ii) and (iii), (2)
delivery to the Trustee by Countrywide of a
revised Mortgage Loan Schedule
reflecting the Supplemental Mortgage Loans
conveyed on such Supplemental
Transfer Date to the Loan Group into which
each Supplement Mortgage Loan was
conveyed and (3) delivery to the Trustee by
the Depositor of an Officer's
Certificate confirming the satisfaction of
each of the conditions precedent
set forth in this Section 2.01(f), the
Trustee shall pay to each Seller the
Aggregate Supplemental Transfer Amount for
a Loan Group used to purchase
Supplemental Mortgage Loans from such
Seller from those funds that were set
aside in the Supplemental Loan Account
pursuant to Section 2.01(e). The
positive difference, if any, between the
Aggregate Supplemental Transfer
Amount for a Loan Group and the Aggregate
Supplemental Purchase Amount for
that Loan Group shall be reinvested by the
Trustee in the Supplemental Loan
Account and shall remain designated as a
portion of the Supplemental Loan
Amount allocated to the applicable Loan
Group.
The Trustee shall not be required to investigate or otherwise
verify
compliance with the conditions set forth in
the preceding paragraph, except
for its own receipt of documents specified
above, and shall be entitled to
rely on the required Officer's
Certificate.
II-7
<PAGE>
Within thirty days after the final Supplemental Transfer Date,
the
Depositor shall deliver to the Trustee a
letter of a nationally recognized
firm of independent public accountants
stating whether or not the Supplemental
Mortgage Loans conveyed on such
Supplemental Transfer Date conform to the
characteristics in Section 2.01(e)(vi),
(vii) and (viii) for that Loan Group.
(g) Neither the
Depositor nor the Trust will acquire or hold any
Mortgage Loan that would violate the
representations made by Countrywide set
forth in clause (47) 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 Initial
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 (30th) day after the Closing Date,
the
Trustee shall deliver to the Depositor, the
Master Servicer and Countrywide
(on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna)
a Delay Delivery Certification with respect
to the Initial 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 Initial
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
II-8
<PAGE>
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 a
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 Initial Mortgage
to be removed from registration on the
MERS(R) System in accordance with MERS'
rules and regulations or (ii) cause MERS to
designate on the MERS(R) System
Countrywide (on its own behalf and on
behalf of Park Granada, Park Monaco and
Park Sienna) or its designee as the
beneficial holder of such Mortgage Loan.
II-9
<PAGE>
(b)
Upon delivery of the
Supplemental Mortgage Loans pursuant to a
Supplemental Transfer Agreement, the
Trustee shall acknowledge receipt of the
documents identified in any Supplemental
Certification in the form annexed
hereto as Exhibit F-2 and declare that it
will hold such documents and the
other documents delivered to it
constituting the Mortgage Files, and that it
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 Supplemental
Transfer Date to the Depositor, the Master
Servicer and Countrywide (on its
own behalf and on behalf of Park Granada,
Park Monaco and Park Sienna) a
Supplemental Certification in the form
annexed hereto as Exhibit F-2. Based on
its review and examination, and only as to
the documents identified in such
Supplemental Certification, the Trustee
shall acknowledge that such documents
appear regular on their face and relate to
such Supplemental 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 twentieth (20th) day after the Supplemental
Transfer
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 Supplemental
Mortgage Loans in the form annexed hereto
as Exhibit G-2, with any applicable
exceptions noted thereon.
Not later than 90 days after the final Supplemental Transfer
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 Supplemental Mortgage
Loans in the form annexed hereto as Exhibit
H-2, with any applicable
exceptions noted thereon.
(c) If, in the course
of such review of the Mortgage Files relating
to the Supplemental Mortgage Loans, 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
II-10
<PAGE>
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 a
designee, the Trustee's interest in any
Mortgage Loan released pursuant
hereto. If pursuant to the foregoing
provisions Countrywide (on its own behalf
and on behalf of Park Granada, Park Monaco
and Park Sienna) repurchases a
Supplemental 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)
and shall cause such Mortgage to be removed
from registration on the MERS(R)
System in accordance with MERS' rules and
regulations or (ii) cause MERS to
designate on the MERS(R) System Countrywide
(on its own behalf and on behalf
of Park Granada, Park Monaco and Park
Sienna) or its designee as the
beneficial holder of such Mortgage
Loan.
(d) The Trustee shall
retain possession and custody of each Mortgage
File in accordance with and subject to the
terms and conditions set forth
herein. The Master Servicer shall promptly
deliver to the Trustee, upon the
execution or receipt thereof, the originals
of such other documents or
instruments constituting the Mortgage File
as come into the possession of the
Master Servicer from time to time.
(e) It is understood
and agreed that the respective obligations of
each Seller to substitute for or to
purchase any Mortgage Loan sold to the
Depositor by it which does not meet
II-11
<PAGE>
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.
(f) [Reserved].
(g) [Reserved].
(h) 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) and (51) of Schedule
III-A hereto.
SECTION 2.03. Representations,
Warranties and Covenants of the
Sellers and Master Servicer.
(a) Countrywide hereby
makes the representations and warranties set
forth in (i) Schedule II-A, Schedule II-B,
Schedule II-C and Schedule II-D
hereto, and by this reference incorporated
herein, to the Depositor, the
Master Servicer and the Trustee, as of the
Closing Date, (ii) Schedule III-A
hereto, and by this reference incorporated
herein, to the Depositor, the
Master Servicer and the Trustee, as of the
Closing Date, or if so specified
therein, as of the Initial Cut-off Date
with respect to the all of the Initial
Mortgage Loans and as of the related
Supplemental Cut-off Date with respect to
all of the Supplemental 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
Initial Cut-off Date with respect to the
Initial Mortgage Loans that are
Countrywide Mortgage Loans and as of the
related Supplemental Cut-off Date
with respect to the Supplemental 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 Initial
Cut-off Date with respect to the
Initial Mortgage Loans that are Park
Granada Mortgage Loans and as of the
related Supplemental Cut-off Date with
respect to the Supplemental 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
Initial Cut-off Date with respect to the
Initial Mortgage Loans that are Park
Monaco Mortgage Loans and as of the related
Supplemental Cut-off Date with
respect to the Supplemental 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 Initial
Cut-off Date with respect to the
Initial Mortgage Loans that are Park Sienna
Mortgage Loans and as of the
related Supplemental Cut-off Date with
respect to the Supplemental Mortgage
Loans that are Park Sienna Mortgage
Loans.
II-12
<PAGE>
(b) The Master
Servicer hereby makes the representations and
warranties set forth in Schedule IV hereto,
and by this reference incorporated
herein to the Depositor and the Trustee as
of the Closing Date.
(c) Upon discovery by
any of the parties hereto of a breach of a
representation or warranty with respect to
a Mortgage Loan made pursuant to
Section 2.03(a) or a breach of a
representation or warranty with respect to a
Supplemental Mortgage Loan under Section
2.01(e)(i) that materially and
adversely affects the interests of the
Certificateholders in that Mortgage
Loan, the party discovering such breach
shall give prompt notice thereof to
the other parties. Each Seller hereby
covenants that within 90 days of the
earlier of its discovery or its receipt of
written notice from any party of a
breach of any representation or warranty
with respect to a Mortgage Loan sold
by it pursuant to Section 2.03(a) and with
respect to a breach of a
representation and warranty with respect to
a Supplemental Mortgage Loan sold
by it under Section 2.01(e)(i) which
materially and adversely affects the
interests of the Certificateholders in that
Mortgage Loan, it shall cure such
breach in all material respects, and if
such breach is not so cured, shall,
(i) if such 90-day period expires prior to
the second anniversary of the
Closing Date, remove such Mortgage Loan (a
"Deleted Mortgage Loan") from the
Trust Fund and substitute in its place a
Substitute Mortgage Loan, in the
manner and subject to the conditions set
forth in this Section; or (ii)
repurchase the affected Mortgage Loan or
Mortgage Loans from the Trustee at
the Purchase Price in the manner set forth
below; provided, however, that any
such substitution pursuant to (i) above
shall not be effected prior to the
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. Any breach of a representation
set forth in clauses (44), (45),
(46), (47), (48), (49), (50), (51), (52),
(53) or (54) of Schedule III-A with
respect to a Mortgage Loan shall be deemed
to materially and adversely affect
the Certificateholders.
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
II-13
<PAGE>
Deleted Mortgage Loan for such month and
thereafter that Seller shall
be entitled to retain all amounts received
in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend the
Mortgage Loan Schedule for the
benefit of the Certificateholders to
reflect the removal of such Deleted
Mortgage Loan and the substitution of the
Substitute Mortgage Loan or Loans
and the Master Servicer shall deliver the
amended Mortgage Loan Schedule to
the Trustee. Upon such substitution, the
Substitute Mortgage Loan or Loans
shall be subject to the terms of this
Agreement in all respects, and the
related Seller shall be deemed to have made
with respect to such Substitute
Mortgage Loan or Loans, as of the date of
substitution, the representations
and warranties made pursuant to Section
2.03(a) with respect to such Mortgage
Loan. Upon any such substitution and the
deposit to the Certificate Account of
the amount required to be deposited therein
in connection with such
substitution as described in the following
paragraph, the Trustee shall
release the Mortgage File held for the
benefit of the Certificateholders
relating to such Deleted Mortgage Loan to
the related Seller and shall execute
and deliver at such Seller's direction such
instruments of transfer or
assignment prepared by Countrywide (on its
own behalf and on behalf of Park
Granada, 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.
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<PAGE>
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 Initial 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 Initial Mortgage Loans to it by each
Seller, the Depositor had good title
to the Initial Mortgage Loans and the
Mortgage Notes were subject to no
offsets, defenses or counterclaims.
The Depositor hereby assigns, transfers and conveys to the
Trustee
all of its rights with respect to the
Mortgage Loans including, without
limitation, the representations and
warranties of each Seller made pursuant to
Section 2.03(a) hereof, together with all
rights of the Depositor to require a
Seller to cure any breach thereof or to
repurchase or substitute for any
affected Mortgage Loan in accordance with
this Agreement.
It is understood and agreed that the representations and
warranties
set forth in this Section 2.04 shall
survive delivery of the Mortgage Files to
the Trustee. Upon discovery by the
Depositor or the Trustee of a breach of any
of the foregoing representations and
warranties set forth in this Section 2.04
(referred to herein as a "breach"), which
breach materially and adversely
affects the interest of the
Certificateholders, the party discovering such
breach shall give prompt written notice to
the others and to each Rating
Agency.
SECTION 2.05. Delivery of Opinion of
Counsel in Connection with
Substitutions.
(a) Notwithstanding
any contrary provision of this Agreement, no
substitution pursuant to Section 2.02 or
Section 2.03 shall be made more than
90 days after the Closing Date unless
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
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<PAGE>
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.
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<PAGE>
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01. Master Servicer to
Service Mortgage Loans.
For and on behalf of the Certificateholders, the Master
Servicer
shall service and administer the Mortgage
Loans in accordance with the terms
of this Agreement and customary and usual
standards of practice of prudent
mortgage loan servicers. In connection with
such servicing and administration,
the Master Servicer shall have full power
and authority, acting alone and/or
through Subservicers as provided in Section
3.02 hereof, subject to the terms
hereof (i) to execute and deliver, on
behalf of the Certificateholders and the
Trustee, customary consents or waivers and
other instruments and documents,
(ii) to consent to transfers of any
Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages (but
only in the manner provided in this
Agreement), (iii) to collect any Insurance
Proceeds and other Liquidation
Proceeds (which for the purpose of this
Section includes any Subsequent
Recoveries), and (iv) to effectuate
foreclosure or other conversion of the
ownership of the Mortgaged Property
securing any Mortgage Loan; provided that
the Master Servicer shall not take any
action that is inconsistent with or
prejudices the interests of the Trust Fund
or the Certificateholders in any
Mortgage Loan or the rights and interests
of the Depositor, the Trustee and
the Certificateholders under this
Agreement. The Master Servicer shall
represent and protect the interests of the
Trust Fund in the same manner as it
protects its own interests in mortgage
loans in its own portfolio in any
claim, proceeding or litigation regarding a
Mortgage Loan, and shall not make
or permit any modification, waiver or
amendment of any Mortgage Loan which
would cause any REMIC created hereunder to
fail to qualify as a REMIC or
result in the imposition of any tax under
Section 860F(a) or Section 860G(d)
of the Code. Without limiting the
generality of the foregoing, the Master
Servicer, in its own name or in the name of
the Depositor and the Trustee, is
hereby authorized and empowered by the
Depositor and the Trustee, when the
Master Servicer believes it appropriate in
its reasonable judgment, to execute
and deliver, on behalf of the Trustee, the
Depositor, the Certificateholders
or any of them, any and all instruments of
satisfaction or cancellation, or of
partial or full release or discharge and
all other comparable instruments,
with respect to the Mortgage Loans, and
with respect to the Mortgaged
Properties held for the benefit of the
Certificateholders. The Master Servicer
shall prepare and deliver to the Depositor
and/or the Trustee such documents
requiring execution and delivery by either
or both of them as are necessary or
appropriate to enable the Master Servicer
to service and administer the
Mortgage Loans to the extent that the
Master Servicer is not permitted to
execute and deliver such documents pursuant
to the preceding sentence. Upon
receipt of such documents, the Depositor
and/or the Trustee shall execute such
documents and deliver them to the Master
Servicer. The Master Servicer further
is authorized and empowered by the Trustee,
on behalf of the
Certificateholders and the Trustee, in its
own name or in the name of the
Subservicer, when the Master Servicer or
the Subservicer, as the case may be,
believes it appropriate in its best
judgment to register any Mortgage Loan on
the MERS(R) System, or cause the removal
from the registration of any Mortgage
Loan on the MERS(R) System, to execute and
deliver, on behalf of the Trustee
and the Certificateholders or any of them,
any and all instruments of
assignment and other comparable instruments
with respect to such assignment or
re-recording of a Mortgage in the name of
MERS, solely as nominee for the
Trustee and its successors and assigns.
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<PAGE>
In accordance with the standards of the preceding paragraph,
the
Master Servicer shall advance or cause to
be advanced funds as necessary for
the purpose of effecting the payment of
taxes and assessments on the Mortgaged
Properties, which advances shall be
reimbursable in the first instance from
related collections from the Mortgagors
pursuant to Section 3.06, and further
as provided in Section 3.08. The costs
incurred by the Master Servicer, if
any, in effecting the timely payments of
taxes and assessments on the
Mortgaged Properties and related insurance
premiums shall not, for the purpose
of calculating monthly distributions to the
Certificateholders, be added to
the Stated Principal Balances of the
related Mortgage Loans, notwithstanding
that the terms of such Mortgage Loans so
permit.
SECTION 3.02.
Subservicing; Enforcement of the Obligations of
Subservicers.
(a) The Master
Servicer may arrange for the subservicing of any
Mortgage Loan by a Subservicer pursuant to
a subservicing agreement; provided,
however, that such subservicing arrangement
and the terms of the related
subservicing agreement must provide for the
servicing of such Mortgage Loans
in a manner consistent with the servicing
arrangements contemplated hereunder.
Unless the context otherwise requires,
references in this Agreement to actions
taken or to be taken by the Master Servicer
in servicing the Mortgage Loans
include actions taken or to be taken by a
Subservicer on behalf of the Master
Servicer. Notwithstanding the provisions of
any subservicing agreement, any of
the provisions of this Agreement relating
to agreements or arrangements
between the Master Servicer and a
Subservicer or reference to actions taken
through a Subservicer or otherwise, the
Master Servicer shall remain obligated
and liable to the Depositor, the Trustee
and the Certificateholders for the
servicing and administration of the
Mortgage Loans in accordance with the
provisions of this Agreement without
diminution of such obligation or
liability by virtue of such subservicing
agreements or arrangements or by
virtue of indemnification from the
Subservicer and to the same extent and
under the same terms and conditions as if
the Master Servicer alone were
servicing and administering the Mortgage
Loans. All actions of each
Subservicer performed pursuant to the
related subservicing agreement shall be
performed as an agent of the Master
Servicer with the same force and effect as
if performed directly by the Master
Servicer.
(b) For purposes of
this Agreement, the Master Servicer shall be
deemed to have received any collections,
recoveries or payments with respect
to the Mortgage Loans that are received by
a Subservicer regardless of whether
such payments are remitted by the
Subservicer to the Master Servicer.
SECTION 3.03. Rights
of the Depositor and the Trustee in Respect of
the Master Servicer.
The Depositor may, but is not obligated to, enforce the
obligations
of the Master Servicer hereunder and may,
but is not obligated to, perform, or
cause a designee to perform, any defaulted
obligation of the Master Servicer
hereunder and in connection with any such
defaulted obligation to exercise the
related rights of the Master Servicer
hereunder; provided that the Master
Servicer shall not be relieved of any of
its obligations hereunder by virtue
of such performance by the Depositor or its
designee. Neither the Trustee nor
the Depositor shall have any responsibility
or liability for any action or
failure to act by the Master Servicer nor
shall the
III-2
<PAGE>
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;
provided, however, that, if
Countrywide Home Loans Servicing LP shall
no longer be the Master Servicer,
Countrywide Home Loans Servicing LP shall
thereafter continue to be entitled
to receive the Excess Master Servicing Fee,
and any successor servicer shall
be entitled to receive only the Basic
Master Servicing Fee.
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; Supplemental
Loan Account; Capitalized Interest
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
III-3
<PAGE>
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 Basic Master Servicing Fee, Prepayment Interest
Excess
and any
lender-paid mortgage insurance premiums and, for so long as
Countrywide Home Loans Servicing LP is the Master Servicer, the
related Excess Master Servicing Fee;
(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
III-4
<PAGE>
Date at the Mortgage Rate net of the Basic
Master Servicing Fee and, for so
long as Countrywide Home Loans Servicing LP
is the Master Servicer, the
related Excess 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 (other
than any funds attributed to any Excess
Master Servicing Fee) until withdrawn
in accordance with Section 3.08.
(c) [Reserved].
(d) The Trustee shall
establish and maintain, on behalf of the
Certificateholders, the Distribution
Account. The Trustee shall, promptly upon
receipt, deposit in the Distribution
Account and retain therein the following:
(i) the aggregate amount remitted by the Master Servicer to the
Trustee pursuant to Section 3.08(a)(ix);
(ii) any amount deposited by the Master Servicer 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
(other than any funds attributed to any
Excess Master Servicing Fee) 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, the
Supplemental Loan Account, the Capitalized
Interest 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 Supplemental
Loan Account or the Capitalized Interest
Account, the second Business Day next
preceding the related
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<PAGE>
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. Each institution
at which the Supplemental Loan Account is
maintained shall invest the funds
therein in Permitted Investments that
satisfy the requirements of category
(vi) of the definition thereof, which do
not represent a direct issuance from
the respective obligor and which mature and
shall be reinvested daily. 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 amount of any
losses in the Supplemental Loan
Account or the Capitalized Interest Account
incurred in respect of any such
investments shall promptly be deposited by
the Depositor in the Supplemental
Loan Account or the Capitalized Interest
Account, as applicable. All income or
gain (net of any losses) realized from any
such investment of funds on deposit
in the Capitalized Interest Account shall
be credited to the Capitalized
Interest Account. The Trustee in its
fiduciary capacity shall not be liable
for the amount of any loss incurred in
respect of any investment or lack of
investment of funds held in the Certificate
Account, the Capitalized Interest
Account, the Supplemental Loan 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, the Capitalized Interest Account
or the Supplemental Loan Account
prior to any change thereof.
(g) The Trustee shall
establish and maintain, on behalf of the
Certificateholders, the Supplemental Loan
Account. On the Closing Date
Countrywide shall remit the Supplemental
Amount to the Trustee for deposit in
the Supplemental Loan Account. On each
Supplemental Transfer Date, upon
satisfaction of the conditions for such
Supplemental Transfer Date set forth
in Section 2.01(e), with respect to the
related Supplemental Transfer
Agreement, the Trustee shall pay to each
Seller selling Supplemental Mortgage
Loans to the Depositor on such Supplemental
Transfer Date the portion of the
Aggregate Supplemental Transfer Amount held
in escrow pursuant to Section
2.01(e) as payment of the purchase price
for the Supplemental Mortgage Loans
sold by such Seller. If at any time the
Depositor becomes aware that the
Cut-off Date Stated Principal Balance of
Supplemental Mortgage Loans reflected
on any Supplemental Transfer Agreement
exceeds the actual Cut-off Date Stated
Principal Balance of the relevant
Supplemental Mortgage Loans, the Depositor
may so notify the Trustee and the Trustee
shall redeposit into the
Supplemental Loan Account the excess
reported to it by the Depositor.
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<PAGE>
If any funds remain in the Supplemental Loan Account at the end
of
the Conveyance Period, to the extent that
they represent earnings on the
amounts originally deposited into the
Supplemental Loan Account, the Trustee
shall distribute them to the order of the
Depositor. The remaining funds shall
be transferred to the Distribution Account
to be included as part of principal
distributions to the Class PO Certificates,
to the extent of the Remaining PO
Supplemental Loan Amount and to the other
Classes of Senior Certificates
(other than the Class PO Certificates), to
the extent of the Remaining Non-PO
Supplemental Loan Amount, as
applicable.
(h) The Trustee shall
establish and maintain, on behalf of the
Certificateholders, the Capitalized
Interest Account. On the Closing Date,
Countrywide shall remit the aggregate
Capitalized Interest Requirement to the
Trustee for deposit in the Capitalized
Interest Account. On each Distribution
Account Deposit Date related to a
Conveyance Period Distribution Date, upon
satisfaction of the conditions for such
Supplemental Transfer Date set forth
in Section 2.01(e), with respect to the
related Supplemental Transfer
Agreement, the Trustee shall transfer from
the Capitalized Interest Account to
the Distribution Account an amount equal to
the Capitalized Interest
Requirement (which, to the extent required,
may include investment earnings on
amounts on deposit therein) with respect to
the amount remaining in the
Supplemental Loan Account for the related
Distribution Date as identified by
Countrywide in the Supplemental Transfer
Agreement.
If any funds remain in the Capitalized Interest Account at the end
of
the Conveyance Period, the Trustee shall
make the transfer described in the
preceding paragraph if necessary for the
remaining Conveyance Period
Distribution Date and the Trustee shall
distribute any remaining funds in the
Capitalized Interest Account to the order
of the Depositor.
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.
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(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.
If Countrywide Home Loans Servicing LP is not acting as Master
Servicer, the successor Master Servicer
shall provide Countrywide Home Loans
Servicing LP with such information as may
be necessary to verify the amount of
the Excess Master Servicing Fee for each
Distribution Date. If a question
should arise as to the proper amount of the
Excess Master Servicing Fee, the
successor Master Servicer shall provide
Countrywide Home Loans Servicing LP
with access to such books and records and
personnel of the successor Master
Servicer as may be necessary to establish
the proper amount of the Excess
Master Servicing Fee.
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
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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
Basic
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 (and, if Countrywide Home Loans Servicing LP is not
the
Master Servicer, an amount equal to the Excess Master Servicing
Fee)
for such Distributi
