EXHIBIT 99.1
------------
<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 December 1, 2005
----------------------------------
ALTERNATIVE LOAN TRUST 2005-77T1
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-77T1
================================
<PAGE>
<TABLE>
<CAPTION>
Table of Contents
Page
<S>
<C>
<C>
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
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-12
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-16
<PAGE>
SECTION 3.14.
Servicing
Compensation............................................................III-17
SECTION 3.15.
Access to Certain
Documentation...................................................III-17
SECTION 3.16.
Annual Statement as to
Compliance.................................................III-18
SECTION 3.17.
Annual Independent Public Accountants' Servicing Statement;
Financial
Statements........................................................................III-18
SECTION 3.18.
Errors and Omissions Insurance; Fidelity
Bonds....................................III-19
ARTICLE IV
DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
SECTION 4.01.
Advances............................................................................IV-1
SECTION 4.02.
Priorities of
Distribution..........................................................IV-1
SECTION 4.03.
[Reserved]..........................................................................IV-8
SECTION 4.04.
Allocation of Realized
Losses.......................................................IV-8
SECTION 4.05.
[Reserved].........................................................................IV-11
SECTION 4.06.
Monthly Statements to
Certificateholders............................................IV-9
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-12
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-5
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-6
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
<PAGE>
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
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-2
SECTION 9.03.
Additional Termination
Requirements.................................................IX-3
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
<PAGE>
SCHEDULES
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-I
EXHIBITS
Exhibit A:
Form of Senior Certificate (excluding Notional Amount
Certificates)..................A-1
Exhibit B:
Form of Subordinated
Certificate.....................................................B-1
Exhibit C-1:
Form of Class A-R
Certificate......................................................C-1-1
Exhibit C-2:
[Reserved].........................................................................C-2-1
Exhibit D:
[Reserved]...........................................................................D-1
Exhibit E:
Form of Reverse of
Certificates......................................................E-1
Exhibit F-1:
Form of Initial Certification of Trustee (Initial Mortgage
Loans)..................F-1-1
Exhibit F-2:
Form of Initial Certification of Trustee (Supplemental Mortgage
Loans).............................................................................F-2-1
Exhibit G-1:
Form of Delay Delivery Certification of Trustee (Initial
Mortgage
Loans).............................................................................G-1-1
Exhibit G-2:
Form of Delay Delivery Certification of Trustee (Supplemental
Mortgage
Loans)....................................................................G-2-1
Exhibit H-1:
Form of Final Certification of Trustee (Initial Mortgage
Loans)....................H-1-1
Exhibit H-2:
Form of Final Certification of Trustee (Supplemental Mortgage
Loans).............................................................................H-2-1
Exhibit I:
Form of Transfer
Affidavit...........................................................I-1
Exhibit J-1:
Form of Transferor Certificate
(Residual)..........................................J-1-1
Exhibit J-2:
Form of Transferor Certificate
(Private)...........................................J-2-1
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
<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>
<PAGE>
THIS
POOLING AND SERVICING AGREEMENT, dated as of December 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 conduits
(each a "REMIC" or, in the alternative, the "Separate Termination
REMIC" and
the "Master REMIC," respectively). Each Certificate, other than the
Class A R
Certificate, will represent ownership of one or more regular
interests in the
Master REMIC for purposes of the REMIC Provisions. The Class A R
Certificate
represents ownership of the sole class of residual interest in each
of the
Separate Termination REMIC and the Master REMIC. The Master REMIC
will hold as
assets the several classes of uncertificated Separate Termination
REMIC
Interests (other than the Class ST A R Interest). The Separate
Termination
REMIC will hold as assets all property of the Trust Fund (other
than the
Supplemental Loan Account and the Capitalized Interest Account).
Each Separate
Termination REMIC Interest (other than the ST-A-R Interest) is
hereby
designated as a regular interest in the Separate Termination REMIC.
The latest
possible maturity date of all REMIC regular interests created
herein shall be
the Latest Possible Maturity Date.
<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>
====================================================================================================================
Integral
Pass-Through
Multiples in
Class
Initial Class
Rate
Minimum
Excess of
Designation
Certificate Balance
(per annum)
Denomination
Minimum
--------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
Class 1-A-1
$299,164,242.00
6.00%
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 1-A-2
$26,200,000.00
6.00%
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 1-A-3
$78,000,000.00
(1)
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 1-A-4
$26,000,000.00
(2)
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 1-X
(3)
(4)
$25,000.00(5)
$1,000.00(5)
--------------------------------------------------------------------------------------------------------------------
Class 2-A-1
$245,000,000.00
6.00%
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 2-A-2
$258,130,400.00
6.00%
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 2-A-3
$16,500,000.00
6.00%
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 2-A-4
$29,900,000.00
6.00%
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 2-A-5
$100,000.00
6.00%
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 2-A-6
5,000,000.00
6.00%
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 2-A-7
625,600.00
6.00%
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 2-X
(6)
(7)
$25,000.00(5)
$1,000.00(5)
--------------------------------------------------------------------------------------------------------------------
Class 1-PO
$6,564,280.00
(8)
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 2-PO
$7,243,168.00
(8)
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class A-R(9)
$100.00
6.00%
(10)
(10)
--------------------------------------------------------------------------------------------------------------------
Class 1-M
$14,647,201.00
6.00%
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 1-B-1
$5,114,895.00
6.00%
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 1-B-2
$2,789,943.00
6.00%
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 1-B-3
$2,789,943.00
6.00%
$100,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 1-B-4
$2,092,457.00
6.00%
$100,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 1-B-5
$1,627,469.34
6.00%
$100,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 2-M
$18,900,000.00
6.00%
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 2-B-1
$6,600,000.00
6.00%
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 2-B-2
$3,600,000.00
6.00%
$25,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 2-B-3
$3,600,000.00
6.00%
$100,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
<PAGE>
====================================================================================================================
Integral
Pass-Through
Multiples in
Class
Initial Class
Rate
Minimum
Excess of
Designation
Certificate Balance
(per annum)
Denomination
Minimum
--------------------------------------------------------------------------------------------------------------------
Class 2-B-4
$2,700,000.00
6.00%
$100,000.00
$1,000.00
--------------------------------------------------------------------------------------------------------------------
Class 2-B-5
$2,100,831.00
6.00%
$100,000.00
$1,000.00
====================================================================================================================
</TABLE>
-----------------------------------
(1) The Class
1-A-3 Certificates will bear interest during each Interest
Accrual
Period at a per annum rate of LIBOR plus 0.40%, subject to a
maximum
and minimum Pass-Through Rate of 8.00% and 0.40% per annum,
respectively. The Pass-Through Rate for the Class 1-A-3
Certificates for
the
Interest Accrual Period related to the initial Distribution Date
is
4.560% per
annum.
(2) The Class
1-A-4 Certificates will bear interest during each Interest
Accrual
Period at a per annum rate of 22.80% minus the product of (i)
3.00 and
(ii) LIBOR, subject to a maximum and minimum Pass-Through Rate
of 22.80%
and 0.00% per annum, respectively. The Pass-Through Rate for
the Class
1-A-4 Certificates for the Interest Accrual Period related to
the
initial Distribution Date is 10.320% per annum.
(3) The Class
1-X Certificates will be Notional Amount Certificates, will
have no
Class Certificate Balance and will bear interest on its
Notional
Amount
(initially, $324,434,573.00).
(4) The
Pass-Through Rate for the Class 1-X Certificates for the
Interest
Accrual
Period for any Distribution Date will be equal to the excess of
(a) the
weighted average of the Adjusted Net Mortgage Rates of the
Non-Discount Mortgage Loans in Loan Group 1, weighted on the basis
of
the Stated
Principal Balance thereof as of the Due Date in the preceding
calendar
month (after giving effect to Principal Prepayments received in
the
Prepayment Period related to such prior Due Date), over (b)
6.00%.
The
Pass-Through Rate for the Class 1-X Certificates for the
Interest
Accrual
Period for the first Distribution Date is 0.406% per annum.
(5) Denomination
is based on Notional Amount.
(6) The Class
2-X Certificates will be Notional Amount Certificates, will
have no
Class Certificate Balance and will bear interest on its
Notional
Amount
(initially, $433,183,763.00).
(7) The
Pass-Through Rate for the Class 2-X Certificates for the
Interest
Accrual
Period for any Distribution Date will be equal to the excess of
(a) the
weighted average of the Adjusted Net Mortgage Rates of the
Non-Discount
Mortgage Loans in Loan Group 2, weighted on the basis of
the Stated
Principal Balance thereof as of the Due Date in the preceding
calendar
month (after giving effect to Principal Prepayments received in
the
Prepayment Period related to such prior Due Date), over (b)
6.00%.
The
Pass-Through
<PAGE>
Rate for
the Class 2-X Certificates for the Interest Accrual Period for
the first
Distribution Date is 0.426% per annum.
(8) The Class
1-PO and 2-PO Certificates are Principal Only Certificates and
will not
receive any distributions of interest.
(9) The Class
A-R Certificates represent the sole Class of residual interest
in each
REMIC.
(10) 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.
The
following table specifies the class designation, interest rate,
and
principal amount for each class of Separate Termination REMIC
Interests:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Separate Termination
Corresponding
REMIC Interests
Initial Principal Balance
Interest Rate
Groups
-----------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
ST-1
(1)
6.00%
1
-----------------------------------------------------------------------------------------------------------------
ST-1-PO
$6,564,280.00
(2)
1
-----------------------------------------------------------------------------------------------------------------
ST-1-X
(3)
(4)
1
-----------------------------------------------------------------------------------------------------------------
ST-2
(5)
6.00%
2
-----------------------------------------------------------------------------------------------------------------
ST-2-PO
$7,243,168.00
(2)
2
-----------------------------------------------------------------------------------------------------------------
ST-2-X
(3)
(4)
2
-----------------------------------------------------------------------------------------------------------------
ST-A-R
(6)
(6)
N/A
-----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(1) The
Initial Principal Balance of the ST-1 Separate Termination
REMIC
Interest equals (i) the principal balance of the mortgage loans in
Loan Group
1 minus (ii) the Initial Principal Balance of the ST-1-PO Separate
Termination
REMIC Interest.
(2) This
Separate Termination REMIC Interest will be a principal only
Interest and will not be entitled to receive any distributions of
interest.
(3) This
Separate Termination REMIC Interest will be an interest only
Interest and will not be entitled to receive any distributions of
principal.
(4) This
Separate Termination REMIC Interest is entitled to a specified
portion of the interest payable with respect to each Non-Discount
Mortgage in
the Corresponding Group. Specifically, this Separate Termination
REMIC
Interest is entitled to the interest payable on each such mortgage
to the
extent it exceeds a net mortgage rate of 6.00%.
(5) The Initial
Principal Balance of the ST-2 Separate Termination REMIC
Interest equals (i) the principal balance of the mortgage loans in
Loan Group
2 plus the amount in the Supplemental Loan Account allocated to
Loan Group 2
minus (ii) the Initial Principal Balance of the ST-2-PO Separate
Termination
REMIC Interest.
(6) The
ST-A-R Separate Termination REMIC Interest is the sole Class of
residual interest in the Separate Termination REMIC. It pays no
interest or
principal.
On each
Distribution Date, the Available Funds shall be distributed
with
respect to the Separate Termination REMIC Interests in the
following manner:
(1)
Interest is to be distributed with respect to each Separate
Termination REMIC Regular Interest at the rate, or according to the
formulas,
described above;
(2) Loan
Group 1 principal, Realized Losses (and increases in Principal
Balances attributable to Subsequent Recoveries) shall be allocated
between the
ST-1 and ST-1-PO Separate Termination REMIC Interests in the same
amount as
principal, Realized Losses (and increases in Principal Balances
attributable
to Subsequent Recoveries) is allocated between the Class 1-PO
Master REMIC
Certificate and all other Class 1 Master REMIC Certificates;
and
(3) Loan
Group 2 principal, Realized Losses (and increases in Principal
Balances attributable to Subsequent Recoveries) shall be allocated
between the
ST-2 and ST-2-PO Separate Termination REMIC Interests in the same
amount as
principal, Realized Losses (and increases in Principal Balances
attributable
to Subsequent Recoveries) is allocated between the Class 2-PO
Master REMIC
Certificate and all other Class 2 Master REMIC Certificates.
<PAGE>
Set forth
below are designations of Classes or Components of
Certificates and other defined terms to the categories used
herein:
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......................None.
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:
<TABLE>
<CAPTION>
Initial
Designation
Component Balance Pass-Through Rate
-----------
----------------- -----------------
<S>
<C>
<C>
N/A
N/A
N/A
</TABLE>
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 1-X, Class 2-X,
Class 1-PO and Class 2-PO
Certificates; and any Certificate of
a Class that ceases to satisfy the
applicable rating requirement under
the Underwriter's Exemption.
Floating Rate Certificates..................Class 1-A-3
Certificates.
Group 1 Certificates........................Group 1 Senior
Certificates and
the Group 1 Subordinated
Certificates.
Group 1 Senior Certificates.................Class 1-A-1, Class
1-A-2, Class
1-A-3, Class 1-A-4, Class 1-X and
Class 1-PO.
Group 1 Subordinated Certificates...........Class 1-M, Class 1-B-1,
Class
1-B-2, Class 1-B-3, Class 1-B-4
and Class 1-B-5 Certificates.
<PAGE>
Group 2 Certificates........................Group 2 Senior
Certificates and
the Group 2 Subordinated
Certificates.
Group 2 Senior Certificates.................Class 2-A-1, Class
2-A-2, Class
2-A-3, Class 2-A-4, Class 2-A-5,
Class 2-A-6, Class 2-A-7, Class
2-X, Class 2-PO Certificates and
Class A-R Certificates.
Group 2 Subordinated Certificates...........Class 2-M, Class 2-B-1,
Class
2-B-2, Class 2-B-3, Class 2-B-4,
and Class 2-B-5 Certificates.
Inverse Floating Rate Certificates..........Class 1-A-4
Certificates.
LIBOR Certificates..........................Floating Rate and
Inverse Floating
Rate Certificates.
Non-Delay Certificates......................LIBOR Certificates.
Notional Amount Certificates................Class 1-X and Class
2-X
Certificates.
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 1-PO and Class
2-PO
Certificates.
Private Certificates........................Class 1-B-3, Class
1-B-4, Class
1-B-5, Class 2-B-3, Class 2-B-4
and
Class 2-B-5 Certificates.
Rating Agencies.............................Fitch and S&P.
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
and the Group 2 Senior
Certificates, as applicable.
Senior Certificates.........................Class 1-A-1, Class
1-A-2, Class
1-A-3, Class 1-A-4, Class 1-X,
Class 2-A-1, Class 2-A-2, Class
2-A-3, Class 2-A-4, Class 2-A-5,
Class 2-A-6, Class 2-A-7, Class
2-X, Class 1-PO, Class 2-PO and
Class A-R Certificates.
Subordinated Certificate Group..............The Group 1
Subordinated
Certificates and the Group 2
Subordinated Certificates, as
applicable.
<PAGE>
Subordinated Certificates...................Class 1-M, Class 1-B-1,
Class
1-B-2, Class 1-B-3, Class 1-B-4,
Class 1-B-5, Class 2-M, Class
2-B-1, Class 2-B-2, Class 2-B-3,
Class 2-B-4 and Class 2-B-5
Certificates.
Targeted Principal Classes..................None.
Underwriters ...............................Bear, Stearns & Co.
Inc. and
Lehman Brothers Inc.
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
Loan Group 2 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.
<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 Sections 4.02(a), (b), (c) or (d), as applicable.
Accrual
Certificates: As specified in the Preliminary Statement.
Accrual
Components: As specified in the Preliminary Statement.
Accrual
Termination Date: Not applicable.
Adjusted
Mortgage Rate: As to each Mortgage Loan, and at any time, the
per annum rate equal to the Mortgage Rate less the Master Servicing
Fee Rate.
Adjusted
Net Mortgage Rate: As to each Mortgage Loan, and at any time,
the per annum rate equal to the Mortgage Rate less the sum of the
Trustee Fee
Rate and the Master Servicing Fee Rate. For purposes of determining
whether
any Substitute Mortgage Loan is a Discount Mortgage Loan or a
Non-Discount
Mortgage Loan and for purposes of calculating the applicable PO
Percentage and
the applicable Non-PO Percentage, with respect to each Mortgage
Loan in the
related Loan Group, 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 related 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.
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<PAGE>
Aggregate
Supplemental Purchase Amount: With respect to any Supplemental
Transfer Date and Loan Group 2, 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 2, 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 of Class PO Certificates, zero, (ii)
with respect
to the Class 1-X and Class 2-X Certificates, (a) the ratio that the
excess, if
any, of the Adjusted Net Mortgage Rate with respect to such
Mortgage Loan,
over the related Required Coupon bears to such Adjusted Net
Mortgage Rate or
(b) if the Adjusted Net Mortgage Rate with respect to such Mortgage
loan does
not exceed the related Required Coupon, zero and (iii) with respect
to each
other Class of Certificates the product of (a) the lesser of (I)
the ratio
that the related Required Coupon bears to the Adjusted Net Mortgage
Rate of
such Mortgage Loan and (II) one, multiplied by (b) the ratio that
the amount
calculated with respect to such Distribution Date (A) with respect
to the
Senior Certificates of the related Senior Certificate Group,
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(f)) and (B) with respect to the Subordinated 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(f)) bears to the amount calculated with respect to such
Distribution Date
for each Class of Certificates in the related Certificate Group
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(f)).
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 Sections 4.02(a)(1)(ii)
or
4.02(a)(2)(ii), as applicable.
Amount
Held for Future Distribution: As to any Distribution Date and
Mortgage Loans in a Loan Group, the aggregate amount held in the
Certificate
Account at the close of business on
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<PAGE>
the related Determination Date on account of (i) Principal
Prepayments
received after the related Prepayment Period and Liquidation
Proceeds and
Subsequent Recoveries received in the month of such Distribution
Date relating
to such Loan Group and (ii) all Scheduled Payments due after the
related Due
Date relating to such Loan Group.
Applicable
Credit Support Percentage: As defined in Section 4.02(g).
Appraised
Value: With respect to any Mortgage Loan, the Appraised Value
of the related Mortgaged Property shall be: (i) with respect to a
Mortgage
Loan other than a Refinancing Mortgage Loan, the lesser of (a) the
value of
the Mortgaged Property based upon the appraisal made at the time of
the
origination of such Mortgage Loan and (b) the 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.
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 in
such Loan
Group, 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
Advances, (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)
with respect
to Loan Group 2, on each Conveyance Period Distribution Date, the
amount, if
any, transferred from the Capitalized Interest Account in respect
of the
applicable Capitalized Interest Requirement with respect to such
Loan Group,
and (e) with respect to Loan Group 2, on the last Conveyance
Period
Distribution Date, the amount, if any, transferred from the
Supplemental Loan
Account representing the applicable Remaining Non-PO Supplemental
Loan Amount
for such Mortgage Loans in such Loan Group and the applicable
Remaining PO
Supplemental Loan Amount for such Loan Group, if any.
Bankruptcy
Code: The United States Bankruptcy Reform Act of 1978, as
amended.
Blanket
Mortgage: The mortgage or mortgages encumbering the Cooperative
Property.
Book-Entry
Certificates: As specified in the Preliminary Statement.
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<PAGE>
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.
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 and Loan Group 2, 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 related
Certificates in
the Certificate Group related to such Loan Group for such
Distribution Date,
plus (2) the Trustee Fee, over (b) with respect to each Mortgage
Loan in Loan
Group 2, (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(f) hereof
minus (3)
the related Master Servicing Fee. On the Closing Date, the amount
deposited in
the Capitalized Interest Account shall be $268,165.80.
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 2005-77T1, Mortgage Pass-Through Certificates Series
2005-77T1."
Certificate Balance: With respect to any Certificate (other than
a
Notional Amount Certificate) at any date, the maximum dollar amount
of
principal to which the Holder thereof is then entitled hereunder,
such amount
being equal to the Denomination thereof (A) plus any increase in
the
Certificate Balance of such Certificate pursuant to Section 4.02
due to the
receipt of Subsequent Recoveries, (B) minus the sum of (i) all
distributions
of principal previously made with respect thereto and (ii) all
Realized Losses
allocated thereto and, in the case of any Subordinated
Certificates, all other
reductions in Certificate Balance previously allocated thereto
pursuant to
Section 4.03 and (C) in the case of any Class of Accrual
Certificates,
increased by the Accrual Amount added to the Class Certificate
Balance of such
Class prior to such date. The Notional Amount Certificates have no
Certificate
Balances.
Certificate Group: The Group 1 Certificates or the Group 2
Certificates,
as the context requires.
I-4
<PAGE>
Certificate Owner: With respect to a Book-Entry Certificate, the
Person
who is the beneficial owner of such Book-Entry Certificate. For the
purposes
of this Agreement, in order for a Certificate Owner to enforce any
of its
rights hereunder, it shall first have to provide evidence of its
beneficial
ownership interest in a Certificate that is reasonably satisfactory
to the
Trustee, the Depositor, and/or the Master Servicer, as
applicable.
Certificate Register: The register maintained pursuant to Section
5.02
hereof.
Certificateholder or Holder: The person in whose name a Certificate
is
registered in the Certificate Register, except that, solely for the
purpose of
giving any consent pursuant to this Agreement, any Certificate
registered in
the name of the Depositor or any affiliate of the Depositor shall
be deemed
not to be Outstanding and the Percentage Interest evidenced thereby
shall not
be taken into account in determining whether the requisite amount
of
Percentage Interests necessary to effect such consent has been
obtained;
provided, however, that if any such Person (including the
Depositor) owns 100%
of the Percentage Interests evidenced by a Class of Certificates,
such
Certificates shall be deemed to be Outstanding for purposes of any
provision
hereof (other than the second sentence of Section 10.01 hereof)
that requires
the consent of the Holders of Certificates of a particular Class as
a
condition to the taking of any action hereunder. The Trustee is
entitled to
rely conclusively on a certification of the Depositor or any
affiliate of the
Depositor in determining which Certificates are registered in the
name of an
affiliate of the Depositor.
Class: All
Certificates bearing the same Class designation as set forth
in the Preliminary Statement.
Class
Certificate Balance: With respect to any Class and as to any
date
of determination, the aggregate of the Certificate Balances of
all
Certificates of such Class as of such date.
Class
Interest Shortfall: As to any Distribution Date and Class, the
amount by which the amount described in clause (i) of the
definition of Class
Optimal Interest Distribution Amount for such Class exceeds the
amount of
interest actually distributed on such Class on such Distribution
Date pursuant
to such clause (i).
Class
Optimal Interest Distribution Amount: With respect to any
Distribution Date and interest bearing Class 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(f) and
(ii) any
Class Unpaid Interest Amounts for such Class or Component.
Class PO
Certificates: Collectively, the Class 1-PO and Class 2-PO
Certificates.
Class PO
Deferred Amount: As to any Distribution Date and Loan Group,
the aggregate of the applicable PO Percentage of each Realized Loss
on a
Discount Mortgage Loan in that Loan Group to be allocated to the
related PO
Class on such Distribution Date on or prior to the related Senior
Credit
Support Depletion Date or previously allocated to that PO Class and
not yet
paid to the Holders of the related PO Class.
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<PAGE>
Class
Subordination Percentage: With respect to any Distribution Date
and each Class of Subordinated Certificates related to a Loan
Group, 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 related to
such Loan
Group.
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: December 28, 2005.
Code: The
Internal Revenue Code of 1986, including any successor or
amendatory provisions.
COFI: The
Monthly Weighted Average Cost of Funds Index for the Eleventh
District Savings Institutions published by the Federal Home Loan
Bank of San
Francisco.
COFI
Certificates: As specified in the Preliminary Statement.
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 is less than $150,000, or (ii) an Event of Default occurs
or (iii)
January 31, 2006.
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.
I-6
<PAGE>
Cooperative Corporation: The entity that holds title (fee or an
acceptable leasehold estate) to the real property and
improvements
constituting the Cooperative Property and which governs the
Cooperative
Property, which Cooperative Corporation must qualify as a
Cooperative Housing
Corporation under Section 216 of the Code.
Cooperative Loan: Any Mortgage Loan secured by Coop Shares and
a
Proprietary Lease.
Cooperative Property: The real property and improvements owned by
the
Cooperative Corporation, including the allocation of individual
dwelling units
to the holders of the Coop Shares of the Cooperative
Corporation.
Cooperative Unit: A single family dwelling located in a
Cooperative
Property.
Corporate
Trust Office: The designated office of the Trustee in the
State of New York at which at any particular time its corporate
trust business
with respect to this Agreement shall be administered, which office
at the date
of the execution of this Agreement is located at 101 Barclay
Street, 8W, New
York, New York 10286 (Attn: Mortgage-Backed Securities Group,
CWALT, Inc.
Series 2005-77T1, 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.
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 (x)
the Initial Cut-off Date Pool Principal Balance plus (y) with
respect to Loan
Group 2, 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.
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<PAGE>
Deficient
Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an
amount less
than the then-outstanding indebtedness under the Mortgage Loan, or
any
reduction in the amount of principal to be paid in connection with
any
Scheduled Payment that results in a permanent forgiveness of
principal, which
valuation or reduction results from an order of such court which is
final and
non-appealable in a proceeding under the Bankruptcy Code.
Definitive
Certificates: Any Certificate evidenced by a Physical
Certificate and any Certificate issued in lieu of a Book-Entry
Certificate
pursuant to Section 5.02(e).
Delay
Certificates: As specified in the Preliminary Statement.
Delay
Delivery Certification: As defined in Section 2.02(a) hereof.
Delay
Delivery Mortgage Loans: The Mortgage Loans for which all or a
portion of a related Mortgage File is not delivered to Trustee on
the Closing
Date 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 Loan Group 2 conveyed on the
related
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.
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<PAGE>
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 2005-77T1
Mortgage
Pass-Through Certificates, Series 2005-77T1." Funds in the
Distribution
Account shall be held in trust for the Certificateholders for the
uses and
purposes set forth in this Agreement.
Distribution Account Deposit Date: As to any Distribution Date,
12:30
p.m. Pacific time on the Business Day immediately preceding such
Distribution
Date.
Distribution Date: The 25th day of each calendar month after the
initial
issuance of the Certificates, or if such 25th day is not a Business
Day, the
next succeeding Business Day, commencing in January 2006.
Due Date:
With respect to any Distribution Date, the first day of the
calendar 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.
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<PAGE>
Escrow
Account: The Eligible Account or Accounts established and
maintained pursuant to Section 3.06(a) hereof.
Event of
Default: As defined in Section 7.01 hereof.
Excess
Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds
received with
respect to such Mortgage Loan during the calendar month in which
such Mortgage
Loan became a Liquidated Mortgage Loan plus any Subsequent
Recoveries received
with respect to such Mortgage Loan, net of any amounts previously
reimbursed
to the Master Servicer as Nonrecoverable Advance(s) with respect to
such
Mortgage Loan pursuant to Section 3.08(a)(iii), exceeds (i) the
unpaid
principal balance of such Liquidated Mortgage Loan as of the Due
Date in the
month in which such Mortgage Loan became a Liquidated Mortgage Loan
plus (ii)
accrued interest at the Mortgage Rate from the Due Date as to which
interest
was last paid or advanced (and not reimbursed) to
Certificateholders up to the
Due Date applicable to the Distribution Date immediately following
the
calendar month during which such liquidation occurred.
Expense Rate: As to
each Mortgage Loan, the sum of the Master Servicing
Fee Rate and the Trustee Fee Rate.
FDIC: The
Federal Deposit Insurance Corporation, or any successor
thereto.
FHLMC: The
Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under
Title III of
the Emergency Home Finance Act of 1970, as amended, or any
successor thereto.
Final
Certification: As defined in Section 2.02(a) hereof.
FIRREA:
The Financial Institutions Reform, Recovery, and Enforcement
Act
of 1989.
Fitch:
Fitch, Inc., or any successor thereto. If Fitch is designated
as
a Rating Agency in the Preliminary Statement, for purposes of
Section 10.05(b)
the address for notices to Fitch shall be Fitch, Inc., One State
Street Plaza,
New York, New York 10004, Attention: Residential Mortgage
Surveillance Group,
or such other address as Fitch may hereafter furnish to the
Depositor and the
Master Servicer.
FNMA: The
Federal National Mortgage Association, a federally chartered
and privately owned corporation organized and existing under the
Federal
National Mortgage Association Charter Act, or any successor
thereto.
Group 1
Senior Certificates: As specified in the Preliminary Statement.
Group 1
Subordinated Certificates: As specified in the
Preliminary
Statement.
Group 2
Senior Certificates:
As specified in the Preliminary Statement.
Group 2
Subordinated Certificates: As specified in the
Preliminary
Statement.
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<PAGE>
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)
December
1, 2005.
Initial
Cut-off Date Pool Principal Balance: $989,186,999.14.
Initial
Mortgage Loan: With respect to (i) any Mortgage Loan included
in
Loan Group 2, 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 and (ii) any Mortgage
Loan
included in Loan Group 1, all such Mortgage Loans.
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 IO 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
IO 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.
IO REMIC:
As described in the Preliminary Statement.
IO REMIC
Interest: Any one of the IO REMIC Interests or the IO-A-R
Interest.
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<PAGE>
IO REMIC
Regular Interest: Any one of the "regular interests" in the IO
REMIC described in the Preliminary Statement.
Latest
Possible Maturity Date: The Distribution Date following the
third
anniversary of the scheduled maturity date of the Mortgage Loan
having the
latest scheduled maturity date as of the Cut-off Date.
Lender PMI
Mortgage Loan: Certain Mortgage Loans as to which the lender
(rather than the borrower) acquires the Primary Insurance Policy
and charges
the related borrower an interest premium.
LIBOR: The
London interbank offered rate for one-month United States
dollar deposits calculated in the manner described in Section
4.08.
LIBOR
Certificates: As specified in the Preliminary Statement.
Liquidated
Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) which was
liquidated in
the calendar month preceding the month of such Distribution Date
and as to
which the Master Servicer has determined (in accordance with this
Agreement)
that it has received all amounts it expects to receive in
connection with the
liquidation of such Mortgage Loan, including the final disposition
of an REO
Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in
connection with the partial or complete liquidation of defaulted
Mortgage
Loans, whether through trustee's sale, foreclosure sale or
otherwise or
amounts received in connection with any condemnation or partial
release of a
Mortgaged Property and any other proceeds received in connection
with an REO
Property, less the sum of related unreimbursed Master Servicing
Fees,
Servicing Advances and Advances.
Living
Holders: Not
applicable.
Loan
Group: Any of Loan
Group 1 or Loan Group 2, 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
Principal Balance: As to any Distribution Date and Loan
Group, the aggregate Stated Principal Balance of the Mortgage Loans
in that
Loan Group as of the Due Date in the month preceding the month of
the
Distribution Date, after giving effect to Principal Prepayments
received in
the Prepayment Period related to such Due Date, plus, with respect
to Loan
Group 2, the amount, if any, on deposit in the Supplemental Loan
Account.
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
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<PAGE>
balance of the related Mortgage Loan at such date of determination
and the
denominator of which is the Appraised Value of the related
Mortgaged Property.
Lost
Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Maintenance: With respect to any Cooperative Unit, the rent paid by
the
Mortgagor to the Cooperative Corporation pursuant to the
Proprietary Lease.
Majority
in Interest: As to any Class of Regular Certificates, the
Holders of Certificates of such Class evidencing, in the aggregate,
at least
51% of the Percentage Interests evidenced by all Certificates of
such Class.
Master
REMIC: As described in the Preliminary Statement.
Master
Servicer: Countrywide
Home Loans Servicing LP, a Texas limited
partnership, and its successors and assigns, in its capacity as
master
servicer hereunder.
Master
Servicer Advance Date:
As to any Distribution Date, 12:30 p.m.
Pacific time on the Business Day immediately preceding such
Distribution Date.
Master
Servicing Fee Rate: As to each Mortgage Loan and any
Distribution
Date, an amount payable out of each full payment of interest
received on such
Mortgage Loan and equal to one-twelfth of the Master Servicing Fee
Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as
of the Due
Date in the month preceding the month of such Distribution Date,
subject to
reduction as provided in Section 3.14.
Master
Servicing Fee Rate: With respect to each Mortgage Loan, 0.20%
per
annum.
MERS:
Mortgage Electronic
Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or
any
successor thereto.
MERS
Mortgage Loan: Any
Mortgage Loan registered with MERS on the MERS
System.
MERS(R)
System: The system of recording transfers of mortgages
electronically maintained by MERS.
MIN:
The Mortgage
Identification Number for any MERS Mortgage Loan.
MOM Loan:
Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee for the originator of such Mortgage Loan and its
successors
and assigns.
Monthly
Statement: The
statement delivered to the Certificateholders
pursuant to Section 4.06.
Moody's:
Moody's Investors
Service, Inc., or any successor thereto.
If Moody's is designated as a Rating Agency in the Preliminary
Statement, for
purposes of Section 10.05(b) the
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<PAGE>
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
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
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
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<PAGE>
unit or PUD (other than a de minimis PUD), (d) a two- to
four-unit
residential property or (e) a Cooperative Unit;
(xi) the Mortgage Rate;
(xii) a code indicating whether the Mortgage Loan is a Lender
PMI
Mortgage Loan and, in the case of any Lender PMI Mortgage Loan,
a
percentage representing the amount of the related interest
premium
charged to the borrower;
(xiii) the purpose for the Mortgage Loan;
(xiv) the type of documentation program pursuant to which the
Mortgage Loan was originated;
(xv) a code indicating whether the Mortgage Loan is a
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
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 the
Compensating
Interest for such Loan Group and Distribution Date.
Non-Delay
Certificates: As specified in the Preliminary Statement.
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<PAGE>
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 applicable Non-PO Percentage of (a) the
principal
portion of each Scheduled Payment (without giving effect to any
reductions
thereof caused by any Debt Service Reductions or Deficient
Valuations) due on
each Mortgage Loan in the related Loan Group on the related Due
Date, (b) the
Stated Principal Balance of each Mortgage Loan in the related Loan
Group that
was repurchased by a Seller or purchased by the Master Servicer
pursuant to
this Agreement as of such Distribution Date, (c) the Substitution
Adjustment
Amount in connection with any Deleted Mortgage Loan in such Loan
Group
received with respect to such Distribution Date, (d) any Insurance
Proceeds or
Liquidation Proceeds allocable to recoveries of principal of
Mortgage Loans in
the related Loan Group that are not yet Liquidated Mortgage Loans
received
during the calendar month preceding the month of such Distribution
Date, (e)
with respect to each Mortgage Loan in a Loan Group that became a
Liquidated
Mortgage Loan during the calendar month preceding the month of
such
Distribution Date, the amount of the Liquidation Proceeds allocable
to
principal received during the calendar month preceding the month of
such
Distribution Date with respect to such Mortgage Loan and (f) all
Principal
Prepayments for such Loan Group received during the related
Prepayment Period,
(ii) (A) any Subsequent Recoveries 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 related
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 (iii) with respect to Loan Group 2 and the
last
Conveyance Period Distribution Date, the related Remaining Non-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%.
Nonrecoverable Advance: Any portion of an Advance previously made
or
proposed to be made by the Master Servicer that, in the good faith
judgment of
the Master Servicer, will not be ultimately recoverable by the
Master Servicer
from the related Mortgagor, related Liquidation Proceeds,
Subsequent
Recoveries or otherwise.
Notice of
Final Distribution: The notice to be provided pursuant to
Section 9.02 to the effect that final distribution on any of the
Certificates
shall be made only upon presentation and surrender thereof.
Notional
Amount: With respect to any Distribution Date and the Class 1-X
Certificates, an amount equal to the aggregate of the Stated
Principal
Balances of the Non-Discount Mortgage Loans in Loan Group 1 as of
the Due Date
in the preceding calendar month (after giving effect to Principal
Prepayments
received in the Prepayment Period related to such Due Date). With
respect to
any Distribution Date and the Class 2-X Certificates, an amount
equal to the
aggregate of the Stated Principal Balances of the Non-Discount
Mortgage Loans
in Loan Group 2 as of the
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<PAGE>
Due Date in the preceding calendar month (after giving effect to
Principal
Prepayments received in the Prepayment Period related to such Due
Date).
Notional
Amount Certificates:
As specified in the Preliminary
Statement.
Offered
Certificates: As
specified in the Preliminary Statement.
Officer's
Certificate: A certificate (i) in the case of the Depositor,
signed by the Chairman of the Board, the Vice Chairman of the
Board, the
President, a Managing Director, a Vice President (however
denominated), an
Assistant Vice President, the Treasurer, the Secretary, or one of
the
Assistant Treasurers or Assistant Secretaries of the Depositor,
(ii) in the
case of the Master Servicer, signed by the President, an Executive
Vice
President, a Vice President, an Assistant Vice President, the
Treasurer, or
one of the Assistant Treasurers or Assistant Secretaries of
Countrywide GP,
Inc., its general partner or (iii) if provided for in this
Agreement, signed
by a Servicing Officer, as the case may be, and delivered to the
Depositor and
the Trustee, as the case may be, as required by this Agreement.
Opinion of
Counsel: A written opinion of counsel, who may be counsel for
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(1)(a) or Section 9.01(2)(a) hereof.
Optional
Termination Date: With respect to any Loan Group, the date on
which the aggregate Stated Principal Balance of the Mortgage Loans
in that
Loan Group, at the time of any Optional Termination, is less than
or equal to
ten percent (10%) of the aggregate Stated Principal Balance of the
Mortgage
Loans in that Loan Group as of the Initial Cut-off Date.
Original
Applicable Credit Support Percentage: With respect to each of
the following Classes of Subordinated Certificates, the
corresponding
percentage described below, as of the Closing Date:
Class 1-M.........6.25%
Class 1-B-1.......3.10%
Class 1-B-2.......2.00%
Class 1-B-3.......1.40%
Class 1-B-4.......0.80%
Class 1-B-5.......0.35%
Class 2-M.........6.25%
Class 2-B-1.......3.10%
Class 2-B-2.......2.00%
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<PAGE>
Class 2-B-3.......1.40%
Class 2-B-4.......0.80%
Class 2-B-5.......0.35%
Original
Mortgage Loan: The
mortgage loan refinanced in connection
with the origination of a Refinancing Mortgage Loan.
Original
Subordinate Principal Balance: For a Loan Group, the
aggregate of the Class Certificate Balances of the related
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 prior to such Due Date or during the
related
Prepayment Period related to such Due Date and which did not become
a
Liquidated Mortgage Loan prior to such Due Date.
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.
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<PAGE>
Park
Sienna Mortgage Loans:
The Mortgage Loans identified as such on
the Mortgage Loan Schedule for which Park Sienna is the applicable
Seller.
Pass-Through Rate: For any interest bearing Class of Certificates
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
I-19
<PAGE>
whose obligations are backed by the full faith and credit of
the
United States of America and repurchase agreements
collateralized
by such obligations; and
(vii) such other relatively risk free investments bearing
interest
or sold at a discount acceptable to each Rating Agency as will
not
result in the downgrading or withdrawal of the rating then
assigned to the Certificates by either Rating Agency, as
evidenced
by a signed writing delivered by each Rating Agency
provided, that no such instrument shall be a Permitted Investment
if such
instrument evidences the right to receive interest only payments
with respect
to the obligations underlying such instrument.
Permitted
Transferee: Any person other than (i) the United States, any
State or political subdivision thereof, or any agency or
instrumentality of
any of the foregoing, (ii) a foreign government, International
Organization or
any agency or instrumentality of either of the foregoing, (iii)
an
organization (except certain farmers' cooperatives described in
section 521 of
the Code) which is exempt from tax imposed by Chapter 1 of the Code
(including
the tax imposed by section 511 of the Code on unrelated business
taxable
income) on any excess 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
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<PAGE>
Planned Balance for such group and Distribution Date. With respect
to any
other Planned Principal Class or Component and any Distribution
Date appearing
in Schedule V hereto, the applicable amount appearing opposite
such
Distribution Date for such Class or Component.
Planned
Principal Classes: As
specified in the Preliminary Statement.
Planned
Principal Components:
As specified in the Preliminary
Statement.
PO Formula
Principal Amount: As to any Distribution Date and a Class of
Class PO Certificates, the sum of (i) 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 the applicable Seller or
purchased
by the Master Servicer pursuant to this Agreement as of such
Distribution
Date, (c) the Substitution Adjustment Amount in connection with any
Deleted
Mortgage Loan in the related Loan Group received with respect to
such
Distribution Date, (d) any Insurance Proceeds or Liquidation
Proceeds
allocable to recoveries of principal of Mortgage Loans in the
related Loan
Group that are not yet Liquidated Mortgage Loans received during
the calendar
month preceding the month of such Distribution Date, (e) with
respect to each
Mortgage Loan in the related Loan Group that became a Liquidated
Mortgage Loan
during the calendar month preceding the month of such Distribution
Date, the
amount of Liquidation Proceeds allocable to principal received with
respect to
such Mortgage Loan during the 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 related 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 (iii) with respect to Loan
Group 2 and
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 2, $1,098,403.
Pool
Characteristics: With respect to the Mortgage Loans in Loan Group
2
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-35 of the Prospectus
Supplement.
Pool
Stated Principal Balance: The aggregate of the Stated Principal
Balances of the Outstanding Mortgage Loans plus, with respect to
Loan Group 2,
the amount allocated to such Loan Group and on deposit in the
Supplemental
Loan Account, exclusive of any investment income included
therein.
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<PAGE>
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 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 December 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 Master Servicing Fee Rate, on such Principal Prepayment
exceeds the
amount of interest paid in connection with such Principal
Prepayment.
Prepayment
Period: As to any Distribution Date and the related Due Date,
the period from the 16th day of the calendar month immediately
preceding the
month of such Distribution Date (or, in the case of the first
Distribution
Date, from December 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
Only Certificates: As specified in the Preliminary Statement.
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.
Priority
Amount: As to any Distribution Date will equal the sum of (i)
the product of (A) Scheduled Principal Distribution Amount for Loan
Group 2,
(B) the Shift Percentage and (C) the Priority Percentage and (ii)
the product
of (A) the Unscheduled Principal Distribution Amount for Loan Group
2, (B) the
Shift Percentage and (C) the Priority Percentage.
Priority
Percentage: For any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the Class
Certificate
Balance of the Class 2-A-4 and Class 2-A-7 Certificates immediately
prior to
such Distribution Date, and the denominator of which is the
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<PAGE>
aggregate Class Certificate Balance of the Group 2 Certificates
(other than
the Class 2-PO Certificates) immediately prior to such Distribution
Date.
Private
Certificate: As
specified in the Preliminary Statement.
Pro Rata
Share: As to any Distribution Date, the Subordinated Principal
Distribution Amount and any Class of Subordinated Certificates in
the related
Certificate Group, the portion of the Subordinated Principal
Distribution
Amount allocable to such Class, equal to the product of the
Subordinated
Principal Distribution Amount on such Distribution Date and a
fraction, the
numerator of which is the related Class Certificate Balance thereof
and the
denominator of which is the aggregate of the Class Certificate
Balances of the
Subordinated Certificates in the related Certificate Group.
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 October 25, 2005, generally
relating to
mortgage pass-through certificates to be sold by the Depositor.
Prospectus
Supplement: The Prospectus Supplement dated December 23, 2005
as supplemented by the Supplements, dated December 28, 2005 and
January 6,
2006, to the Prospectus Supplement, 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.
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<PAGE>
Rating
Agency: Each of the Rating Agencies specified in the
Preliminary
Statement. If any such organization or a successor is no longer in
existence,
"Rating Agency" shall be such nationally recognized statistical
rating
organization, or other comparable Person, as is designated by the
Depositor,
notice of which designation shall be given to the Trustee.
References herein
to a given rating category of a Rating Agency shall mean such
rating category
without giving effect to any modifiers.
Realized
Loss: With respect to each Liquidated Mortgage Loan, an amount
(not less than zero or more than the Stated Principal Balance of
the Mortgage
Loan) as of the date of such liquidation, equal to (i) the Stated
Principal
Balance of the Liquidated Mortgage Loan as of the date of such
liquidation,
plus (ii) interest at the Adjusted Net Mortgage Rate from the Due
Date as to
which interest was last paid or advanced (and not reimbursed)
to
Certificateholders up to the Due Date in the month in which
Liquidation
Proceeds are required to be distributed on the Stated Principal
Balance of
such Liquidated Mortgage Loan from time to time, minus (iii) the
Liquidation
Proceeds, if any, received during the month in which such
liquidation
occurred, to the extent applied as recoveries of interest at the
Adjusted Net
Mortgage Rate and to principal of the Liquidated Mortgage Loan.
With respect
to each Mortgage Loan which has become the subject of a Deficient
Valuation,
if the principal amount due under the related Mortgage Note has
been reduced,
the difference between the principal balance of the Mortgage Loan
outstanding
immediately prior to such Deficient Valuation and the principal
balance of the
Mortgage Loan as reduced by the Deficient Valuation. With respect
to each
Mortgage Loan which has become the subject of a Debt Service
Reduction and any
Distribution Date, the amount, if any, by which the principal
portion of the
related Scheduled Payment has been reduced.
To the
extent the Master Servicer receives Subsequent Recoveries with
respect to any Mortgage Loan, the amount of the Realized Loss with
respect to
that Mortgage Loan will be reduced by such Subsequent
Recoveries.
Recognition Agreement: With respect to any Cooperative Loan, an
agreement between the Cooperative Corporation and the originator of
such
Mortgage Loan which establishes the rights of such originator in
the
Cooperative Property.
Record
Date: 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 laws, the
amount, if
any, by which (i) interest collectible on such Mortgage Loan for
the most
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<PAGE>
recently ended calendar month is less than (ii) interest accrued
thereon for
such month pursuant to the Mortgage Note.
Remaining
Non-PO Supplemental Loan Amount: With respect to the Class
2-PO Certificates and the last Conveyance Period Distribution Date,
the excess
of the amount on deposit in the Supplemental Loan Account allocated
to Loan
Group 2 on such date over the Remaining PO Supplemental Loan Amount
for Loan
Group 2.
Remaining
PO Supplemental Loan Amount: With respect to Loan Group 2 and
the last Conveyance Period Distribution Date, the excess of the PO
Sublimit
for Loan Group 2 over the product of the applicable PO Percentage
of the
Stated Principal Balance of each Supplemental Mortgage Loan in Loan
Group 2 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
any Loan Group, 6.00% per annum.
Required
Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to
time under
this Agreement.
Residual
Certificates: As
specified in the Preliminary Statement.
Responsible Officer: When used with respect to the Trustee, any
Vice
President, any Assistant Vice President, the Secretary, any
Assistant
Secretary, any Trust Officer or any other officer of the Trustee
customarily
performing functions similar to those performed by any of the above
designated
officers and also to whom, with respect to a particular matter,
such matter is
referred because of such officer's knowledge of and familiarity
with the
particular subject.
Restricted
Classes: As defined in
Section 4.02(g).
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<PAGE>
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.
Scheduled
Balances: With respect to any Planned Principal Classes or
Components and Targeted Principal Classes or Components set forth
in the
Preliminary Statement and any Distribution Date, the amount set
forth on
Schedule V hereto for those Classes or Components and Distribution
Date.
Scheduled
Classes: As specified
in the Preliminary Statement.
Scheduled
Payment: The scheduled monthly payment on a Mortgage Loan due
on any Due Date allocable to principal and/or interest on such
Mortgage Loan
which, unless otherwise specified herein, shall give effect to any
related
Debt Service Reduction and any Deficient Valuation that affects the
amount of
the monthly payment due on such Mortgage Loan.
Scheduled
Principal Distribution Amount: As to any Distribution Date and
Loan Group, an amount equal to the sum of the applicable Non-PO
Percentage of
all amounts described in subclauses (a) through (d) of clause (i)
of the
definition of "Non-PO Formula Principal Amount" for such
Distribution Date.
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: With respect to each Certificate
Group, the date on which the Class Certificate Balance of each
Class of the
related 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 Certificates) immediately prior to such
Distribution
Date and the denominator of which is the aggregate of the
applicable Non-PO
Percentage of the Stated Principal Balance of each Mortgage Loan in
the
related Loan Group, 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).
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
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<PAGE>
Date in the first year thereafter, the related Senior Percentage
plus 70% of
the related Subordinated Percentage for such Distribution Date; for
any
Distribution Date in the second year thereafter, the related Senior
Percentage
plus 60% of the related Subordinated Percentage for such
Distribution Date;
for any Distribution Date in the third year thereafter, the related
Senior
Percentage plus 40% of the related Subordinated Percentage for
such
Distribution Date; for any Distribution Date in the fourth year
thereafter,
the related Senior Percentage plus 20% of the related Subordinated
Percentage
for such Distribution Date; and for any Distribution Date
thereafter, the
related Senior Percentage for such Distribution Date (unless on
any
Distribution Date the Senior Percentage exceeds the initial Senior
Percentage
of such Senior Certificate Group, in which case the Senior
Prepayment
Percentage for such Senior Certificate Group for such Distribution
Date will
once again equal 100%). Notwithstanding the foregoing, no decrease
in the
Senior Prepayment Percentage for a Loan Group will occur unless
both of the
Senior Step Down Conditions are satisfied with respect to such Loan
Group.
Senior
Principal Distribution Amount: As to any Distribution Date and
Senior Certificate Group, the sum of (i) the related Senior
Percentage of the
applicable Non-PO Percentage of all amounts described in subclauses
(a)
through (d) of clause (i) of the definition of "Non-PO Formula
Principal
Amount" with respect to the related Loan Group for such
Distribution Date,
(ii) with respect to any Mortgage Loan in the related Loan Group
that became a
Liquidated Mortgage Loan during the calendar month preceding the
month of such
Distribution Date, the lesser of (x) the related Senior Percentage
of the
applicable Non-PO Percentage of the Stated Principal Balance of
such Mortgage
Loan and (y) the related Senior Prepayment Percentage of the
applicable Non-PO
Percentage of the amount of the Liquidation Proceeds allocable to
principal
received with respect to such Mortgage Loan, and (iii) the sum of
(x) the
related Senior Prepayment Percentage of the applicable Non-PO
Percentage of
the amounts described in subclause (f) of clause (i) of the
definition of
"Non-PO Formula Principal Amount" with respect to the related Loan
Group for
such Distribution Date plus (y) on the last Conveyance Period
Distribution
Date for Loan Group 2, the amount, if any, of the Remaining
Non-PO
Supplemental Loan Amount with respect to that Loan Group 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.
Senior
Step Down Conditions: As of the first Distribution Date as to
which any decrease in the Senior Prepayment Percentage applies and
with
respect to each Loan Group: (i) the outstanding principal balance
of all
Mortgage Loans in such 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 the aggregate Class Certificate Balance of the
related
Subordinated Certificate Group immediately prior to such
Distribution Date,
does not equal or exceed 50%, and (ii) cumulative Realized Losses
on the
Mortgage Loans in such Loan Group do not exceed: (a) commencing
with the
Distribution Date on the fifth anniversary of the first
Distribution Date, 30%
of the related Original Subordinate Principal Balance, (b)
commencing with the
Distribution Date on the sixth anniversary of the first
Distribution Date, 35%
of the related Original Subordinate Principal Balance, (c)
commencing with the
Distribution Date on the seventh anniversary of the first
Distribution Date,
40% of the related Original Subordinate Principal Balance, (d)
commencing with
the Distribution Date on the eighth anniversary of the first
Distribution
Date, 45% of the related Original Subordinate Principal Balance,
and (e)
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<PAGE>
commencing with the Distribution Date on the ninth anniversary of
the first
Distribution Date, 50% of the related Original Subordinate
Principal Balance.
Servicing
Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by the
Master Servicer
of its servicing obligations, including, but not limited to, the
cost of (i)
the preservation, restoration and protection of a Mortgaged
Property, (ii) any
expenses reimbursable to the Master Servicer pursuant to Section
3.11 and any
enforcement or judicial proceedings, including foreclosures, (iii)
the
management and liquidation of any REO Property and (iv) compliance
with the
obligations under Section 3.09.
Servicing
Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage
Loans whose
name and facsimile signature appear on a list of servicing officers
furnished
to the Trustee by the Master Servicer on the Closing Date pursuant
to this
Agreement, as such list may from time to time be amended.
Shift
Percentage: As to any Distribution Date occurring during the
five
years beginning on the first Distribution Date, 0%. For any
Distribution Date
occurring on or after the fifth anniversary of the first
Distribution Date as
follows: for any Distribution Date in the first year thereafter,
30%; for any
Distribution Date in the second year thereafter, 40%; for any
Distribution
Date in the third year thereafter, 60%; for any Distribution Date
in the
fourth year thereafter, 80%; and for any Distribution Date
thereafter, 100%.
Startup
Day: The Closing
Date.
Stated
Principal Balance: As to any Mortgage Loan and Due Date, the
unpaid principal balance of such Mortgage Loan as of such Due Date,
as
specified in the amortization schedule at the time relating thereto
(before
any adjustment to such amortization schedule by reason of any
moratorium or
similar waiver or grace period) after giving effect to the sum of:
(i) any
previous partial Principal Prepayments and the payment of principal
due on
such Due Date, irrespective of any delinquency in payment by the
related
Mortgagor and (ii) Liquidation Proceeds allocable to principal
(other than
with respect to any Liquidated Mortgage Loan) received in the prior
calendar
month and Principal Prepayments received through the last day of
the related
Prepayment Period, in each case, with respect to that Mortgage
Loan.
Streamlined Documentation Mortgage Loan: Any Mortgage Loan
originated
pursuant to Countrywide's Streamlined Loan Documentation Program
then in
effect. For the purposes of this Agreement, a Mortgagor is eligible
for a
mortgage pursuant to Countrywide's Streamlined Loan Documentation
Program if
that Mortgagor is refinancing an existing mortgage loan that was
originated or
acquired by Countrywide where, among other things, the mortgage
loan has not
been more than 30 days delinquent in payment during the previous
twelve-month
period.
Subordinated Certificate Group: As specified in the
Preliminary
Statement.
Subordinated Certificates: As specified in the Preliminary
Statement.
Subordinated Percentage: As to any Loan Group and Distribution
Date,
100% minus the Senior Percentage relating to such Loan Group for
such
Distribution Date.
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<PAGE>
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 (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
Certificates on
the related Distribution Date.
Subsequent
Recoveries: As to any Distribution Date, with respect to a
Liquidated Mortgage Loan that resulted in a Realized Loss in a
prior calendar
month, unexpected amounts received by the Master Servicer (net of
any related
expenses permitted to be reimbursed pursuant to Section 3.08)
specifically
related to such Liquidated Mortgage Loan.
Subservicer: Any person to whom the Master Servicer has contracted
for
the servicing of all or a portion of the Mortgage Loans pursuant to
Section
3.02 hereof.
Substitute
Mortgage Loan: A Mortgage Loan substituted by 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 $53,552,831.21.
I-29
<PAGE>
Supplemental Cut-off Date: With respect to any Supplemental
Mortgage
Loan, the later of (i) the date of origination of such Mortgage
Loan and (ii)
the first day of the month in which the related Supplemental
Transfer Date
occurs.
Supplemental Loan Account: The separate Eligible Account created
and
maintained by the Trustee pursuant to Section 3.05 in the name of
the Trustee
for the benefit of the Group 2 Certificateholders and designated
"The Bank of
New York, in trust for registered holders of Alternative Loan Trust
2005-77T1,
Mortgage Pass-Through Certificates, Series 2005-77T1, Group 2
Certificates."
Funds in the Supplemental Loan Account shall be held in trust for
the Group 2
Certificateholders for the uses and purposes set forth in this
Agreement and
shall not be a part of any REMIC created hereunder; provided,
however, that
any investment income earned from Permitted Investments made with
funds in the
Supplemental Loan Account shall be for the account of the
Depositor.
Supplemental Mortgage Loan: Any Mortgage Loan in Loan Group 2 other
than
an Initial Mortgage Loan in that Loan Group 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.
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.
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<PAGE>
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 and 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.
Trustee
Fee Rate: With respect to each Mortgage Loan, 0.009% per annum.
Underwriter's Exemption: Prohibited Transaction Exemption
2002-41, 67
Fed. Reg. 54487 (2002), as amended (or any successor thereto), or
any
substantially similar administrative exemption granted by the U.S.
Department
of Labor.
Underwriters: As specified in the Preliminary Statement.
Unscheduled Principal Distribution Amount: As to any Distribution
Date
and Loan Group, an amount equal to the sum of (i) with respect to
each
Mortgage Loan in that Loan Group that became a Liquidated Mortgage
Loan during
the calendar month preceding the month of such Distribution Date,
the
applicable Non-PO Percentage of the Liquidation Proceeds allocable
to the
principal received with respect to such Mortgage Loan, (ii) the
applicable
Non-PO Percentage of the amount described in subclause (f) of
clause (i) of
the definition of "Non-PO Formula Principal Amount" for such Loan
Group and
Distribution Date and (iii) any Subsequent Recoveries described in
clause (ii)
of the definition of "Non-PO Formula Principal Amount" for such
Loan Group and
Distribution Date.
Voting
Rights: The portion of the voting rights of all of the
Certificates in a Certificate Group which is allocated to any
related
Certificate. As of any date of determination, (a) 1% of all Voting
Rights for
a Certificate Group shall be allocated to each related 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 for a
Certificate
Group (or 100% of the Voting Rights if there is no Class of
Notional Amount
Certificates) shall be allocated among Holders of the remaining
related
Classes of Certificates in proportion to the Certificate Balances
of their
respective Certificates on such date.
I-31
<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 Date) for the benefit of the
Certificateholders the following documents or instruments with
respect to each
Mortgage Loan so assigned:
II-1
<PAGE>
(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, with recording information, (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 or a copy
of such mortgage, with recording information, 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 or a
copy of such assignment, with recording information, (which may
be
included in a blanket assignment or assignments), together
with,
except as provided below, all interim recorded assignments of
such
mortgage or a copy of such assignment, with recording
information,
(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 a copy of
lender's title policy or a printout of the electronic
equivalent
and all riders thereto; and
(vi) in the case of a Cooperative Loan, the originals of the
following documents or instruments:
II-2
<PAGE>
(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 or a copy of such mortgage, with recording information,
or, (b) all
interim recorded assignments or a copy of such assignments, with
recording
information, or (c) the lender's title policy or a copy of 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 of this Agreement 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
a copy of such mortgage, with recording information, or such
interim
assignment or a copy of such assignments, with recording
information, as the
case may be, with evidence of recording indicated thereon upon
receipt thereof
from the public recording office, or a copy thereof, certified,
if
appropriate, by the relevant recording office, but in no event
shall any such
delivery of the original Mortgage and each such interim assignment
or a copy
thereof, certified, if appropriate, by the relevant recording
office, be made
later than one year following the Closing Date, or, in the case of
clause (v)
above, no later than 120 days following the Closing Date; provided,
however,
in the event the Depositor is unable to deliver by such date each
Mortgage and
each such interim assignment by reason of the fact that any such
documents
have not been returned by the appropriate recording office, or, in
the case of
each such interim
II-3
<PAGE>
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 Series 2005-77T1, 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
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
II-4
<PAGE>
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.
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
II-5
<PAGE>
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;
(v)
the Supplemental
Mortgage Loans conveyed on such Supplemental
Transfer Date
II-6
<PAGE>
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 will comply with the Pool Characteristics (including
the
permitted variances listed therein); provided, that for the purpose
of making
these calculations, the characteristics for any Initial Mortgage
Loan made
will be taken as of the Initial Cut-off Date and the
characteristics for any
Supplemental Mortgage Loan will be taken as of the related
Supplemental
Cut-off Date;
(ix)
none of the Sellers or
the Depositor shall be insolvent or shall
be rendered insolvent as a result of such transfer; and
(x)
the Depositor
shall have delivered to the Trustee an Officer's
Certificate confirming the satisfaction of each of these conditions
precedent.
The
Trustee shall not be required to investigate or otherwise
verify
compliance with these conditions, except for its own receipt of
documents
specified above, and shall be entitled to rely on the required
Officer's
Certificate.
(f) Within
seven Business Days after each Supplemental Transfer Date,
upon (1) delivery to the Trustee by the Depositor or Countrywide of
the
Opinions of Counsel referred to in Sections 2.01(e)(ii) and (iii),
(2)
delivery to the Trustee by Countrywide of a revised Mortgage Loan
Schedule
reflecting the Supplemental Mortgage Loans conveyed on such
Supplemental
Transfer Date to 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 Loan Group 2 used to
purchase
Supplemental Mortgage Loans for Loan Group 2 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 Loan Group 2 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 Loan Group 2.
The
Trustee shall not be required to investigate or otherwise
verify
compliance with the conditions set forth in the preceding
paragraph, except
for its own receipt of documents specified above, and shall be
entitled to
rely on the required Officer's Certificate.
Within
thirty days after the final Supplemental Transfer Date, the
Depositor shall deliver
II-7
<PAGE>
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 (an
"Initial
Certification") and declares that it holds and will hold such
documents and
the other documents delivered to it constituting the Mortgage
Files, and that
it holds or will hold such other assets as are included in the
Trust Fund, in
trust for the exclusive use and benefit of all present and
future
Certificateholders. The Trustee acknowledges that it will maintain
possession
of the Mortgage Notes in the State of California, unless otherwise
permitted
by the Rating Agencies.
The
Trustee agrees to execute and deliver on the Closing Date to
the
Depositor, the Master Servicer and Countrywide (on its own behalf
and on
behalf of Park Granada, 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 (a "Delay Delivery Certification"),
with any
applicable exceptions noted thereon.
Not later
than 90 days after the Closing Date, the Trustee shall deliver
to the Depositor, the Master Servicer and Countrywide (on its own
behalf and
on behalf of Park Granada, Park Monaco and Park Sienna) a Final
Certification
with respect to the Initial Mortgage Loans in the form annexed
hereto as
Exhibit H-1 (a "Final Certification"), with any applicable
exceptions noted
thereon.
If, in the
course of such review, the Trustee finds any document
constituting a part of a Mortgage File 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 Initial Mortgage Loan that
is a MERS
Mortgage Loan, the Master Servicer shall either (i) cause MERS to
execute and
deliver an assignment of the Mortgage in recordable form to
transfer the
Mortgage from MERS to Countrywide (on its own behalf and on behalf
of Park
Granada, Park Monaco and Park Sienna) or its designee and shall
cause such
Mortgage to be removed from registration on the MERS(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 own behalf or on behalf
II-10
<PAGE>
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 the
II-11
<PAGE>
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 clause (47) 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), (54) (55) or (56)
of Schedule
III-A with respect to a Mortgage Loan in any Loan Group 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
II-13
<PAGE>
substitution, distributions to Certificateholders will include the
monthly
payment due on any Deleted Mortgage Loan for such month and
thereafter that
Seller shall be entitled to retain all amounts received in respect
of such
Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage
Loan
Schedule for the benefit of the Certificateholders to reflect the
removal of
such Deleted Mortgage Loan and the substitution of the Substitute
Mortgage
Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan
Schedule to the Trustee. Upon such substitution, the Substitute
Mortgage Loan
or Loans shall be subject to the terms of this Agreement in all
respects, and
the related Seller shall be deemed to have made with respect to
such
Substitute Mortgage Loan or Loans, as of the date of substitution,
the
representations and warranties made pursuant to Section 2.03(a)
with respect
to such Mortgage Loan. Upon any such substitution and the deposit
to the
Certificate Account of the amount required to be deposited therein
in
connection with such substitution as described in the following
paragraph, the
Trustee shall release the Mortgage File held for the benefit of
the
Certificateholders relating to such Deleted Mortgage Loan to the
related
Seller and shall execute and deliver at such Seller's direction
such
instruments of transfer or assignment prepared by Countrywide (on
its own
behalf and on behalf of Park Granada, 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.
II-14
<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
II-15
<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.
II-16
<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.
III-1
<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.
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 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
III-3
<PAGE>
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
Master Servicing Fee, Prepayment Interest Excess and any
lender-paid mortgage insurance premiums;
(iii) all Insurance Proceeds, Subsequent Recoveries and
Liquidation Proceeds, other than proceeds to be applied to the
restoration or repair of the Mortgaged Property or released to
the
Mortgagor
in accordance with the Master Servicer's normal servicing
procedures;
(iv) any amount required to be deposited by the Master Servicer
or
the
Depositor pursuant to Section 3.05(e) in connection with any
losses
on
Permitted Investments for which it is responsible;
(v) any amounts required to be deposited by the Master Servicer
pursuant
to Section 3.09(c) and in respect of net monthly rental income
from REO
Property pursuant to Section 3.11 hereof;
(vi) all Substitution Adjustment Amounts;
(vii) all Advances made by the Master Servicer pursuant to
Section
4.01;
and
(viii) any other amounts required to be deposited hereunder.
In
addition, with respect to any Mortgage Loan that is subject to
a
buydown agreement, on each Due Date for such Mortgage Loan, in
addition to the
monthly payment remitted by the Mortgagor, the Master Servicer
shall cause
funds to be deposited into the Certificate Account in an amount
required to
cause an amount of interest to be paid with respect to such
Mortgage Loan
equal to the amount of interest that has accrued on such Mortgage
Loan from
the preceding Due Date at the Mortgage Rate net of the Master
Servicing Fee.
The
foregoing requirements for remittance by the Master Servicer
shall
be exclusive, it being understood and agreed that, without limiting
the
generality of the foregoing, payments in
III-4
<PAGE>
the nature of prepayment penalties, late payment charges or
assumption fees,
if collected, need not be remitted by the Master Servicer. In the
event that
the Master Servicer shall remit any amount not required to be
remitted, it may
at any time withdraw or direct the institution maintaining the
Certificate
Account to withdraw such amount from the Certificate Account, any
provision
herein to the contrary notwithstanding. Such withdrawal or
direction may be
accomplished by delivering written notice thereof to the Trustee or
such other
institution maintaining the Certificate Account which describes the
amounts
deposited in error in the Certificate Account. The Master Servicer
shall
maintain adequate records with respect to all withdrawals made
pursuant to
this Section. All funds deposited in the Certificate Account shall
be held in
trust for the Certificateholders until withdrawn in accordance with
Section
3.08.
(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 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 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,
III-5
<PAGE>
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.
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
III-6
<PAGE>
Supplemental Loan Amount and to the other Classes of Senior
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.
(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.
III-7
<PAGE>
SECTION
3.07. Access to
Certain Documentation and Information
Regarding the Mortgage Loans.
The Master
Servicer shall afford each Seller, the Depositor and the
Trustee reasonable access to all records and documentation
regarding the
Mortgage Loans and all accounts, insurance information and other
matters
relating to this Agreement, such access being afforded without
charge, but
only upon reasonable request and during normal business hours at
the office
designated by the Master Servicer.
Upon
reasonable advance notice in writing, the Master Servicer will
provide to each Certificateholder and/or Certificate Owner which is
a savings
and loan association, bank or insurance company certain reports and
reasonable
access to information and documentation regarding the Mortgage
Loans
sufficient to permit such Certificateholder and/or Certificate
Owner to comply
with applicable regulations of the OTS or other regulatory
authorities with
respect to investment in the Certificates; provided that the Master
Servicer
shall be entitled to be reimbursed by each such Certificateholder
and/or
Certificate Owner for actual expenses incurred by the Master
Servicer in
providing such reports and access.
SECTION
3.08. Permitted
Withdrawals from the Certificate Account
and the Distribution Account.
(a) The
Master Servicer may from time to time make withdrawals from the
Certificate Account with respect to the Mortgage Loans in a Loan
Group for the
following purposes:
(i) to pay to the Master Servicer (to the extent not previously
retained
by the Master Servicer) the servicing compensation to which it
is
entitled pursuant to Section 3.14, and to pay to the Master
Servicer,
as additional
servicing compensation, earnings on or investment income
with
respect to funds in or credited to the Certificate Account;
(ii) to reimburse each of the Master Servicer and the Trustee
for
unreimbursed Advances made by it, such right of reimbursement
pursuant
to this
subclause (ii) being limited to amounts received on the
Mortgage
Loan(s) in
respect of which any such Advance was made;
(iii) to reimburse each of the Master Servicer and the Trustee
for
any
Nonrecoverable Advance previously made by it;
(iv) to reimburse the Master Servicer for Insured Expenses from
the
related Insurance Proceeds;
(v) to reimburse the Master Servicer for (a) unreimbursed
Servicing
Advances, the Master Servicer's right to reimbursement
pursuant
to this clause (a) with respect to any Mortgage Loan being
limited to
amounts received on such Mortgage Loan(s) which represent
late
recoveries of the payments for which such advances were made
pursuant
to Section 3.01 or Section 3.06 and (b) for unpaid Master
Servicing
Fees as provided in Section 3.11 hereof;
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(vi) to pay to the purchaser, with respect to each Mortgage
Loan
or
property acquired in respect thereof that has been purchased
pursuant
to Section
2.02, 2.03 or 3.11, all amounts received thereon after the
date of
such purchase;
(vii) to reimburse the Sellers, the Master Servicer or the
Depositor
for expenses incurred by any of them and reimbursable pursuant
to Section
6.03 hereof;
(viii) to withdraw any amount deposited in the Certificate
Account
and not
required to be deposited therein;
(ix) on or prior to the Distribution Account Deposit Date, to
withdraw
an amount equal to the related Available Funds and the Trustee
Fee for
such Distribution Date and remit such amount to the Trustee for
deposit in
the Distribution Account; and
(x) to clear and terminate the Certificate Account upon
termination of this Agreement pursuant to Section 9.01 hereof.
The Master
Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying
any
withdrawal from the Certificate Account pursuant to such subclauses
(i), (ii),
(iv), (v) and (vi). Prior to making any withdrawal from the
Certificate
Account pursuant to subclause (iii), the Master Servicer shall
deliver to the
Trustee an Officer's Certificate of a Servicing Officer indicating
the amount
of any previous Advance determined by the Master Servicer to be
a
Nonrecoverable Advance and identifying the related Mortgage
Loans(s), and
their respective portions of such Nonrecoverable Advance.
(b) The
Trustee shall withdraw funds from the Distribution Account for
distributions to Certificateholders, in the manner specified in
this Agreement
(and to withhold from the amounts so withdrawn, the amount of any
taxes that
it is authorized to withhold pursuant to the last paragraph of
Section 8.11).
In addition, the Trustee may from time to time make withdrawals
from the
Distribution Account with respect to the Mortgage Loans in a Loan
Group for
the following purposes:
(i) to pay to itself the Trustee Fee for the related
Distribution
Date;
(ii) to pay to the Master Servicer as additional servicing
compensation earnings on or investment income with respect to funds
in
the
Distribution Account;
(iii) to withdraw and return to the Master Servicer any amount
deposited
in the Distribution Account and not required to be deposited
therein;
(iv) to reimburse the Trustee for any unreimbursed Advances
made
by it
pursuant to Section 4.01(b) hereof, such right of reimbursement
pursuant
to this subclause (iv) being limited to (x) amounts received on
the
related Mortgage Loan(s) in respect of which any such Advance
was
made and
(y) amounts not otherwise reimbursed to the Trustee pursuant to
Section
3.08(a)(ii) hereof;
(v) to reimburse the Trustee for any Nonrecoverable Advance
previously
made by the Trustee pursuant to Section 4.01(b) hereof, such
right of
reimbursement
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<PAGE>
pursuant
to this subclause (v) being limited to amounts not otherwise
reimbursed
to the Trustee pursuant to Section 3.08(a)(iii) hereof; and
(vi) to clear and terminate the Distribution Account upon
termination of the Agreement pursuant to Section 9.01 hereof.
SECTION
3.09. Maintenance of
Hazard Insurance; Maintenance of
Primary Insurance Policies.
(a) The
Master Servicer shall cause to be maintained, for each Mortgage
Loan, hazard insurance with extended coverage in an amount that is
at least
equal to the lesser of (i) the maximum insurable value of the
improvements
securing such Mortgage Loan or (ii) the greater of (y) the
outstanding
principal balance of the Mortgage Loan and (z) an amount such that
the
proceeds of such policy shall be sufficient to prevent the
Mortgagor and/or
the mortgagee from becoming a co-insurer. Each such policy of
standard hazard
insurance shall contain, or have an accompanying endorsement that
contains, a
standard mortgagee clause. Any amounts collected by the Master
Servicer under
any such policies (other than the amounts to be applied to the
restoration or
repair of the related Mortgaged Property or amounts released to the
Mortgagor
in accordance with the Master Servicer's normal servicing
procedures) shall be
deposited in the Certificate Account. Any cost incurred by the
Master Servicer
in maintaining any such insurance shall not, for the purpose of
calculating
monthly distributions to the Certificateholders or remittances to
the Trustee
for their benefit, be added to the principal balance of the
Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. Such
costs
shall be recoverable by the Master Servicer out of late payments by
the
related Mortgagor or out of the proceeds of liquidation of the
Mortgage Loan
or Subsequent Recoveries to the extent permitted by Section 3.08
hereof. It is
understood and agreed that no earthquake or other additional
insurance is to
be required of any Mortgagor or maintained on property acquired in
respect of
a Mortgage other than pursuant to such applicable laws and
regulations as
shall at any time be in force and as shall require such additional
insurance.
If the Mortgaged Property is located at the time of origination of
the
Mortgage Loan in a federally designated special flood hazard area
and such
area is participating in the national flood insurance program, the
Master
Servicer shall cause flood insurance to be maintained with respect
to such
Mortgage Loan. Such flood insurance shall be in an amount equal to
the least
of (i) the outstanding principal balance of the related Mortgage
Loan, (ii)
the replacement value of the improvements which are part of such
Mortgaged
Property, and (iii) the maximum amount of such insurance available
for the
related Mortgaged Property under the national flood insurance
program.
(b) The
Master Servicer shall not take any action which would result in
non-coverage under any applicable Primary Insurance Policy of any
loss which,
but for the actions of the Master Servicer, would have been
covered
thereunder. The Master Servicer shall not cancel or refuse to renew
any such
Primary Insurance Policy that is in effect at the date of the
initial issuance
of the Certificates and is required to be kept in force hereunder
unless the
replacement Primary Insurance Policy for such canceled or
non-renewed policy
is maintained with a Qualified Insurer.
Except with respect to
any Lender PMI Mortgage Loans, the Master
Servicer shall not be required to maintain any Primary Insurance
Policy (i)
with respect to any Mortgage Loan with a
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<PAGE>
Loan-to-Value Ratio less than or equal to 80% as of any date of
determination
or, based on a new appraisal, the principal balance of such
Mortgage Loan
represents 80% or less of the new appraised value or (ii) if
maintaining such
Primary Insurance Policy is prohibited by applicable law. With
respect to the
Lender PMI Mortgage Loans, the Master Servicer shall maintain the
Primary
Insurance Policy for the life of such Mortgage Loans, unless
otherwise
provided for in the related Mortgage Note or prohibited by law.
The Master
Servicer agrees to effect the timely payment of the premiums
on each Primary Insurance Policy, and such costs not otherwise
recoverable
shall be recoverable by the Master Servicer from the related
proceeds of
liquidation and Subsequent Recoveries.
(c) In connection with
its activities as Master Servicer of the Mortgage
Loans, the Master Servicer agrees to present on behalf of itself,
the Trustee
and Certificateholders, claims to the insurer under any Primary
Insurance
Policies and, in this regard, to take such reasonable action as
shall be
necessary to permit recovery under any Primary Insurance Policies
respecting
defaulted Mortgage Loans. Any amounts collected by the Master
Servicer under
any Primary Insurance Policies shall be deposited in the
Certificate Account.
SECTION
3.10. Enforcement of
Due-on-Sale Clauses; Assumption
Agreements.
(a) Except
as otherwise provided in this Section, when any property
subject to a Mortgage has been conveyed by the Mortgagor, the
Master Servicer
shall to the extent that it has knowledge of such conveyance,
enforce any
due-on-sale clause contained in any Mortgage Note or Mortgage, to
the extent
permitted under applicable law and governmental regulations, but
only to the
extent that such enforcement will not adversely affect or
jeopardize coverage
under any Required Insurance Policy. Notwithstanding the foregoing,
the Master
Servicer is not required to exercise such rights with respect to a
Mortgage
Loan if the Person to whom the related Mortgaged Property has been
conveyed or
is proposed to be conveyed satisfies the terms and conditions
contained in the
Mortgage Note and Mortgage related thereto and the consent of the
mortgagee
under such Mortgage Note or Mortgage is not otherwise so required
under such
Mortgage Note or Mortgage as a condition to such transfer. In the
event that
the Master Servicer is prohibited by law from enforcing any such
due-on-sale
clause, or if coverage under any Required Insurance Policy would be
adversely
affected, or if nonenforcement is otherwise permitted hereunder,
the Master
Servicer is authorized, subject to Section 3.10(b), to take or
enter into an
assumption and modification agreement from or with the person to
whom such
property has been or is about to be conveyed, pursuant to which
such person
becomes liable under the Mortgage Note and, unless prohibited by
applicable
state law, the Mortgagor remains liable thereon, provided that the
Mortgage
Loan shall continue to be covered (if so covered before the Master
Servicer
enters such agreement) by the applicable Required Insurance
Policies. The
Master Servicer, subject to Section 3.10(b), is also authorized
with the prior
approval of the insurers under any Required Insurance Policies to
enter into a
substitution of liability agreement with such Person, pursuant to
which the
original Mortgagor is released from liability and such Person is
substituted
as Mortgagor and becomes liable under the Mortgage Note.
Notwithstanding the
foregoing, the Master Servicer shall not be deemed to be in default
under this
Section by reason of any transfer or assumption which the Master
Servicer
reasonably believes it is restricted by law from preventing, for
any reason
whatsoever.
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<PAGE>
(b)
Subject to the Master Servicer's duty to enforce any
due-on-sale
clause to the extent set forth in Section 3.10(a) hereof, in any
case in which
a Mortgaged Property has been conveyed to a Person by a Mortgagor,
and such
Person is to enter into an assumption agreement or modification
agreement or
supplement to the Mortgage Note or Mortgage that requires the
signature of the
Trustee, or if an instrument of release signed by the Trustee is
required
releasing the Mortgagor from liability on the Mortgage Loan, the
Master
Servicer shall prepare and deliver or cause to be prepared and
delivered to
the Trustee for signature and shall direct, in writing, the Trustee
to execute
the assumption agreement with the Person to whom the Mortgaged
Property is to
be conveyed and such modification agreement or supplement to the
Mortgage Note
or Mortgage or other instruments as are reasonable or necessary to
carry out
the terms of the Mortgage Note or Mortgage or otherwise to comply
with any
applicable laws regarding assumptions or the transfer of the
Mortgaged
Property to such Person. In connection with any such assumption, no
material
term of the Mortgage Note may be changed. In addition, the
substitute
Mortgagor and the Mortgaged Property must be acceptable to the
Master Servicer
in accordance with its underwriting standards as then in effect.
Together with
each such substitution, assumption or other agreement or instrument
delivered
to the Trustee for execution by it, the Master Servicer shall
deliver an
Officer's Certificate signed by a Servicing Officer stating that
the
requirements of this subsection have been met in connection
therewith. The
Master Servicer shall notify the Trustee that any such substitution
or
assumption agreement has been completed by forwarding to the
Trustee the
original of such substitution or assumption agreement, which in the
case of
the original shall be added to the related Mortgage File and shall,
for all
purposes, be considered a part of such Mortgage File to the same
extent as all
other documents and instruments constituting a part thereof. Any
fee collected
by the Master Servicer for entering into an assumption or
substitution of
liability agreement will be retained by the Master Servicer as
additional
servicing compensation.
SECTION
3.11. Realization Upon
Defaulted Mortgage Loans; Repurchase
of Certain Mortgage Loans.
(a) The
Master Servicer shall use reasonable efforts to foreclose upon
or otherwise comparably convert the ownership of properties
securing such of
the Mortgage Loans as come into and continue in default and as to
which no
satisfactory arrangements can be made for collection of delinquent
payments.
In connection with such foreclosure or other conversion, the Master
Servicer
shall follow such practices and procedures as it shall deem
necessary or
advisable and as shall be normal and usual in its general mortgage
servicing
activities and meet the requirements of the insurer under any
Required
Insurance Policy; provided, however, that the Master Servicer shall
not be
required to expend its own funds in connection with any foreclosure
or towards
the restoration of any property unless it shall determine (i) that
such
restoration and/or foreclosure will increase the proceeds of
liquidation of
the Mortgage Loan after reimbursement to itself of such expenses
and (ii) that
such expenses will be recoverable to it through the proceeds of
liquidation of
the Mortgage Loan and Subsequent Recoveries (respecting which it
shall have
priority for purposes of withdrawals from the Certificate Account).
The Master
Servicer shall be responsible for all other costs and expenses
incurred by it
in any such proceedings; provided, however, that it shall be
entitled to
reimbursement thereof from the proceeds of liquidation of the
Mortgage Loan
and Subsequent Recoveries with respect to the related Mortgaged
Property, as
provided in the definition of Liquidation Proceeds. If the Master
Servicer has
knowledge that a Mortgaged Property which the Master Servicer is
contemplating
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<PAGE>
acquiring in foreclosure or by deed in lieu of foreclosure is
located within a
1 mile radius of any site listed in the Expenditure Plan for the
Hazardous
Substance Clean Up Bond Act of 1984 or other site with
environmental or
hazardous waste risks known to the Master Servicer, the Master
Servicer will,
prior to acquiring the Mortgaged Property, consider such risks and
only take
action in accordance with its established environmental review
procedures.
With
respect to any REO Property, the deed or certificate of sale
shall
be taken in the name of the Trustee for the benefit of the
Certificateholders,
or its nominee, on behalf of the Certificateholders. The Trustee's
name shall
be placed on the title to such REO Property solely as the Trustee
hereunder
and not in its individual capacity. The Master Servicer shall
ensure that the
title to such REO Property references the Pooling and Servicing
Agreement and
the Trustee's capacity thereunder. Pursuant to its efforts to sell
such REO
Property, the Master Servicer shall either itself or through an
agent selected
by the Master Servicer protect and conserve such REO Property in
the same
manner and to such extent as is customary in the locality where
such REO
Property is located and may, incident to its conservation and
protection of
the interests of the Certificateholders, rent the same, or any part
thereof,
as the Master Servicer deems to be in the best interest of the
Certificateholders for the period prior to the sale of such REO
Property. The
Master Servicer shall prepare for and deliver to the Trustee a
statement with
respect to each REO Property that has been rented showing the
aggregate rental
income received and all expenses incurred in connection with the
maintenance
of such REO Property at such times as is necessary to enable the
Trustee to
comply with the reporting requirements of the REMIC Provisions. The
net
monthly rental income, if any, from such REO Property shall be
deposited in
the Certificate Account no later than the close of business on
each
Determination Date. The Master Servicer shall perform the tax
reporting and
withholding required by Sections 1445 and 6050J of the Code with
respect to
foreclosures and abandonments, the tax reporting required by
Section 6050H of
the Code with respect to the receipt of mortgage interest from
individuals and
any tax reporting required by Section 6050P of the Code with
respect to the
cancellation of indebtedness by certain financial entities, by
preparing such
tax and information returns as may be required, in the form
required, and
delivering the same to the Trustee for filing.
In the
event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent
default on a
Mortgage Loan, the Master Servicer shall dispose of such Mortgaged
Property as
soon as practicable in a manner that maximizes the Liquidation
Proceeds
thereof, but in no event later than three years after its
acquisition by the
Trust Fund. In that event, the Trustee shall have been supplied
with an
Opinion of Counsel to the effect that the holding by the Trust Fund
of such
Mortgaged Property subsequent to a three-year period, if
applicable, will not
result in the imposition of taxes on "prohibited transactions" of
any REMIC
hereunder as defined in section 860F of the Code or cause any REMIC
hereunder
to fail to qualify as a REMIC at any time that any Certificates
are
outstanding, the Trust Fund may continue to hold such Mortgaged
Property
(subject to any conditions contained in such Opinion of Counsel)
after the
expiration of such three-year period. Notwithstanding any other
provision of
this Agreement, no Mortgaged Property acquired by the Trust Fund
shall be
rented (or allowed to continue to be rented) or otherwise used for
the
production of income by or on behalf of the Trust Fund in such a
manner or
pursuant to any terms that would (i) cause such Mortgaged Property
to fail to
qualify as "foreclosure property" within the meaning of section
860G(a)(8) of
the Code or (ii) subject any REMIC hereunder to the imposition of
any federal,
state or local income taxes on the income earned from such
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<PAGE>
Mortgaged Property under Section 860G(c) of the Code or otherwise,
unless the
Master Servicer has agreed to indemnify and hold harmless the Trust
Fund with
respect to the imposition of any such taxes.
In the
event of a default on a Mortgage Loan one or more of whose
obligor is not a United States Person, as that term is defined in
Section
7701(a)(30) of the Code, in connection with any foreclosure or
acquisition of
a deed in lieu of foreclosure (together, "foreclosure") in respect
of such
Mortgage Loan, the Master Servicer will cause compliance with the
provisions
of Treasury Regulation Section 1.1445-2(d)(3) (or any successor
thereto)
necessary to assure that no withholding tax obligation arises with
respect to
the proceeds of such foreclosure except to the extent, if any, that
proceeds
of such foreclosure are required to be remitted to the obligors on
such
Mortgage Loan.
The
decision of the Master Servicer to foreclose on a defaulted
Mortgage
Loan shall be subject to a determination by the Master Servicer
that the
proceeds of such foreclosure would exceed the costs and expenses of
bringing
such a proceeding. The income earned from the management of any
REO
Properties, net of reimbursement to the Master Servicer for
expenses incurred
(including any property or other taxes) in connection with such
management and
net of unreimbursed Master Servicing Fees, Advances and Servicing
Advances,
shall be applied to the payment of principal of and interest on the
related
defaulted Mortgage Loans (with interest accruing as though such
Mortgage Loans
were still current) and all such income shall be deemed, for all
purposes in
this Agreement, to be payments on account of principal and interest
on the
related Mortgage Notes and shall be deposited into the Certificate
Account. To
the extent the net income received during any calendar month is in
excess of
the amount attributable to amortizing principal and accrued
interest at the
related Mortgage Rate on the related Mortgage Loan for such
calendar month,
such excess shall be considered to be a partial prepayment of
principal of the
related Mortgage Loan.
The
proceeds from any liquidation of a Mortgage Loan, as well as
any
income from an REO Property, will be applied in the following order
of
priority: first, to reimburse the Master Servicer for any related
unreimbursed
Servicing Advances and Master Servicing Fees; second, to reimburse
the Master
Servicer or the Trustee for any unreimbursed Advances; third, to
reimburse the
Certificate Account for any Nonrecoverable Advances (or portions
thereof) that
were previously withdrawn by the Master Servicer or the Trustee
pursuant to
Section 3.08(a)(iii) that related to such Mortgage Loan; fourth, to
accrued
and unpaid interest (
