EXHIBIT 99.1
------------
6
<PAGE>
EXECUTION COPY
================================
CWALT, INC.,
Depositor
COUNTRYWIDE HOME LOANS, INC.,
Seller
PARK GRANADA LLC,
Seller
PARK MONACO INC.,
Seller
PARK SIENNA LLC,
Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
Master Servicer
and
THE BANK OF NEW YORK,
Trustee
-----------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2005
-----------------------------------
ALTERNATIVE LOAN TRUST 2005-79CB
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-79CB
================================
<PAGE>
<TABLE>
<CAPTION>
Table of Contents
Page
----
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES
<S>
<C>
<C>
SECTION 2.01. Conveyance of Mortgage
Loans..........................................................II-1
SECTION 2.02. Acceptance by Trustee
of the Mortgage
Loans...........................................II-4
SECTION 2.03. Representations,
Warranties and Covenants of the Sellers and Master Servicer.........II-6
SECTION 2.04. Representations and
Warranties of the Depositor as to the Mortgage
Loans..............II-8
SECTION 2.05. Delivery of Opinion of
Counsel in Connection with
Substitutions.......................II-9
SECTION 2.06. Execution and Delivery
of
Certificates................................................II-9
SECTION 2.07. REMIC
Matters.........................................................................II-9
SECTION 2.08. Covenants of the
Master
Servicer.....................................................II-10
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-2
SECTION 3.05. Collection of Mortgage
Loan Payments; Certificate Account; Distribution Account;
Corridor Contract Reserve
Fund.......................................................III-3
SECTION 3.06. Collection of Taxes,
Assessments and Similar Items; Escrow
Accounts..................III-6
SECTION 3.07. Access to Certain
Documentation and Information Regarding the Mortgage
Loans.........III-6
SECTION 3.08. Permitted Withdrawals
from the Certificate Account, the Distribution Account and
the Corridor Contract Reserve
Fund...................................................III-7
SECTION 3.09. Maintenance of Hazard
Insurance; Maintenance of Primary Insurance
Policies...........III-9
SECTION 3.10. Enforcement of
Due-on-Sale Clauses; Assumption
Agreements...........................III-10
SECTION 3.11. Realization Upon
Defaulted Mortgage Loans; Repurchase of Certain Mortgage
Loans.....III-11
SECTION 3.12. Trustee to Cooperate;
Release of Mortgage
Files.....................................III-14
SECTION 3.13. Documents, Records and
Funds in Possession of Master Servicer to be Held for the
Trustee.............................................................................III-14
SECTION 3.14. Servicing
Compensation..............................................................III-15
SECTION 3.15. Access to Certain
Documentation.....................................................III-15
SECTION 3.16. Annual Statement as to
Compliance...................................................III-15
SECTION 3.17. Annual Independent
Public Accountants' Servicing
Statement..........................III-16
SECTION 3.18. Errors and Omissions
Insurance; Fidelity
Bonds......................................III-16
SECTION 3.19. The Corridor
Contract...............................................................III-16
i
<PAGE>
ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
SECTION 4.01.
Advances..............................................................................IV-1
SECTION 4.02. Priorities of
Distribution............................................................IV-2
SECTION 4.03.
[Reserved]............................................................................IV-5
SECTION 4.04. Allocation of Realized
Losses.........................................................IV-5
SECTION 4.05.
[Reserved]............................................................................IV-6
SECTION 4.06. Monthly Statements to
Certificateholders..............................................IV-6
SECTION 4.07. Determination of
Pass-Through Rates for COFI
Certificates.............................IV-8
SECTION 4.08. Determination of
Pass-Through Rates for LIBOR
Certificates............................IV-9
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-3
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-3
SECTION 8.07. Resignation and
Removal of
Trustee..................................................VIII-4
SECTION 8.08. Successor
Trustee...................................................................VIII-4
SECTION 8.09. Merger or
Consolidation of
Trustee..................................................VIII-5
SECTION 8.10. Appointment of
Co-Trustee or Separate
Trustee.......................................VIII-5
SECTION 8.11. Tax
Matters.........................................................................VIII-6
ARTICLE IX TERMINATION
SECTION 9.01. Termination upon
Liquidation or Purchase of all Mortgage
Loans........................IX-2
ii
<PAGE>
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-2
SECTION 10.04.
Intention of
Parties...................................................................X-2
SECTION 10.05.
Notices................................................................................X-3
SECTION 10.06.
Severability of
Provisions.............................................................X-4
SECTION 10.07.
Assignment.............................................................................X-4
SECTION 10.08.
Limitation on Rights of
Certificateholders.............................................X-4
SECTION 10.09.
Inspection and Audit
Rights............................................................X-5
SECTION 10.10.
Certificates Nonassessable and Fully
Paid..............................................X-5
SECTION 10.11.
[Reserved].............................................................................X-5
SECTION 10.12.
Protection of
Assets...................................................................X-5
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
iii
<PAGE>
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: Form
of Notional Amount
Certificate....................................................D-1
Exhibit E: Form
of Reverse of
Certificates........................................................E-1
Exhibit F-1: Form of Initial
Certification of Trustee (Mortgage
Loans)............................F-1-1
Exhibit F-2:
[Reserved]...........................................................................F-2-1
Exhibit G-1: Form of Delay
Delivery Certification of Trustee (Mortgage
Loans)...............................................................................G-1-1
Exhibit G-2:
[Reserved]...........................................................................G-2-1
Exhibit H-1: Form of Final
Certification of
Trustee...............................................H-1-1
Exhibit H-2:
[Reserved]...........................................................................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
Exhibit N: Form
of Request for Release of Documents (Mortgage Loan - Paid
in Full, Repurchased and
Replaced).....................................................N-1
Exhibit O:
[Reserved].............................................................................O-1
Exhibit P:
[Reserved].............................................................................P-1
Exhibit Q:
Standard & Poor's LEVELS then current Version 5.6 Glossary
Revised,
Appendix
E.............................................................................Q-1
Exhibit R: Form
of Corridor
Contract..............................................................R-1
Exhibit S-1: Form of Corridor
Contract Assignment
Agreement.......................................S-1-1
Exhibit S-2: Form of Corridor
Contract Administration
Agreement...................................S-2-1
</TABLE>
iv
<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 Corridor Contract and the assets in
the
Corridor Contract Reserve Fund) will consist of two real estate
mortgage
investment conduits (each a "REMIC" or, in the alternative, the
"Subsidiary
REMIC" and the "Master REMIC," respectively). Each Certificate,
other than the
Class A-R Certificate, will represent ownership of one or more
regular
interests in the Master REMIC for purposes of the REMIC Provisions.
The Class
A-R Certificate will represent ownership of the sole class of
residual
interest in the Subsidiary REMIC and the Master REMIC. The Master
REMIC will
hold as assets the several classes of uncertificated Subsidiary
REMIC
Interests (other than the Class SR-A-R Interest). The Subsidiary
REMIC will
hold as assets all property of the Trust Fund (other than the
Corridor
Contract and the assets in the Corridor Contract Reserve Fund).
Each
Subsidiary REMIC Interest (other than the Class SR-A-R Interest) is
hereby
designated as a regular interest in the Subsidiary 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):
============================================================================
Integral
Initial Class
Pass-Through
Multiples in
Class Certificate
Rate
Minimum
Excess of
Designation Balance
(per
annum)
Denomination
Minimum
----------------------------------------------------------------------------
Class A-1 $178,898,800.00
(1)
$25,000.00
$1,000.00
Class A-2
(2)
(3)
$25,000.00(4) $1,000.00(4)
Class A-3
$8,019,000.00 5.50%
$25,000.00
$1,000.00
Class A-4
$29,368,000.00 5.50%
$25,000.00
$1,000.00
Class A-5
$80,633,000.00 5.50%
$25,000.00
$1,000.00
Class A-6
$445,200.00 5.50%
$25,000.00
$1,000.00
Class A-7
$1,632,000.00 5.50%
$25,000.00
$1,000.00
Class A-8
$9,938,000.00 (5)
$25,000.00
$1,000.00
Class X
(6)
(7)
$25,000.00(4) $1,000.00(4)
Class PO
$248,686.00 (8)
$25,000.00
$1,000.00
Class A-R(9)
$100.00 5.50%
(10)
(10)
Class M
$7,160,000.00 5.50%
$25,000.00
$1,000.00
Class B-1
$3,255,000.00 5.50%
$25,000.00
$1,000.00
Class B-2
$1,790,000.00 5.50%
$25,000.00
$1,000.00
Class B-3
$1,627,000.00 5.50%
$100,000.00
$1,000.00
Class B-4
$1,465,000.00 5.50%
$100,000.00
$1,000.00
Class B-5
$975,249.53 5.50%
$100,000.00
$1,000.00
============================================================================
------------------------------------------
(1) The Class A-1
Certificates will bear interest during each Interest Accrual
Period at a per annum rate of LIBOR plus 0.55%, subject to a
maximum and
minimum Pass-Through Rate of 5.50% and 0.55% per annum,
respectively. The
Pass-Through Rate for the Class A-1 Certificates during the
initial
Interest Accrual Period is 4.85% per annum.
(2) The Class A-2
Certificates will be Notional Amount Certificates, will have
no
Class Certificate Balance and will bear interest on its Notional
Amount
(initially, $188,836,800.00)
(3) The Class A-2
Certificates will bear interest during each Interest Accrual
Period at a per annum rate of 4.95% minus LIBOR, subject to a
maximum and
minimum Pass-Through Rate of 4.95% and 0.00% per annum,
respectively. The
Pass-Through Rate for the Class A-2 Certificates during the
initial
Interest Accrual Period is 0.65% per annum.
(4) Minimum
denomination is based on the Notional Amount of such Class.
(5) The Class A-8
Certificates will bear interest during each Interest Accrual
Period at a per annum rate of LIBOR plus 0.55%, subject to a
maximum and
minimum Pass-Through Rate of 5.50% and 0.55% per annum,
respectively. The
Pass-Through Rate for the Class A-8 Certificates during the
initial
Interest Accrual Period is 4.85% per annum.
2
<PAGE>
(6) The Class X
Certificates will be Notional Amount Certificates, will have
no
Class Certificate Balance and will bear interest on its Notional
Amount
(initially, $298,712,075.00).
(7) The Pass-Through
Rate for the Class 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, 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) 5.50%. The
Pass-Through
Rate
for the Class X Certificates for the Interest Accrual Period
for
the
first Distribution Date is 0.5131% per annum.
(8) The Class PO
Certificates will be 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
the Master REMIC.
(10) The Class A-R Certificate shall be issued as two separate
certificates,
one
with an initial Certificate Balance of $99.99 and the Tax
Matters
Person Certificate with an initial Certificate Balance of
$0.01.
The
following table specifies the class designation, interest rate,
and
principal amount for each class of Subsidiary REMIC Interests:
------------------------------------------------------------------------------
Subsidiary
Initial
Principal
Corresponding
REMIC Interest
Balance
Interest Rate
Certificates
------------------------------------------------------------------------------
SR-A-1
$178,898,800.00
5.50%
Class A-1, Class
A-2 (1)
SR-A-3
$8,019,000.00
5.50%
Class A-3
SR-A-4
$29,368,000.00
5.50%
Class A-4
SR-A-5
$80,633,000.00
5.50%
Class A-5
SR-A-6
$445,200.00
5.50%
Class A-6
SR-A-7
$1,632,000.00
5.50%
Class A-7
$9,938,000.00
5.50% Class A-8,
Class
SR-A-8
A-2 (1)
SR-PO
$248,686.00
(2)
Class PO
SR-X
(3)
(4)
Class X
SR-$100
$100.00
5.50%
Class A-R
SR-M
$7,160,000.00
5.50%
Class M
SR-B-1
$3,255,000.00
5.50%
Class B-1
SR-B-2
$1,790,000.00
5.50%
Class B-2
SR-B-3
$1,627,000.00
5.50%
Class B-3
SR-B-4
$1,465,000.00
5.50%
Class B-4
SR-B-5
$975,249.53
5.50%
Class B-5
SR-A-R
(5)
(5)
N/A
------------------------------------------------------------------------------
---------------------
(1) The Class A-2
Certificates are entitled to receive on each Distribution
Date
a specified portion of the interest payable on the SR-A-1
Subsidiary
REMIC Interest and the SR-A-8 Subsidiary REMIC Interest.
Specifically, for
each
Interest Accrual Period, the Class A-2 Certificates are entitled
to
interest accruals on (x) the SR-A-1 Subsidiary REMIC Interest at a
per
annum rate equal to 4.95% minus LIBOR, but not less than 0.00% per
annum,
plus
(y) the SR-A-8 Subsidiary REMIC Interest at a per annum rate equal
to
4.95% minus LIBOR, but not less than 0.00% per annum .
3
<PAGE>
(2) This Subsidiary
REMIC Interest will be a principal only Interest and will
not
be entitled to receive any distributions of interest.
(3) This Subsidiary
REMIC Interest will be an interest only Interest and will
not be entitled to receive
any distributions of principal.
(4) The Class SR-X
Subsidiary Interest is entitled to receive on each
Distribution Date a specified portion of the interest payable on
each
Non-Discount Mortgage Loan equal to all of the interest payable on
such
mortgage loan in excess of an Adjusted Net Mortgage Rate of
5.50%.
(5) The SR-A-R is the
sole Class of residual interest in the Subsidiary REMIC.
It
pays no interest or principal.
On each
Distribution Date, the Available Funds shall be distributed
with
respect to the Subsidiary REMIC interests in the following
manner:
(1)
Interest is to be distributed with respect to each Subsidiary
REMIC
Regular Interest at the rate, or according to the formulas,
described above;
and
(2)
Principal is to be distributed with respect to each Subsidiary
REMIC
Interest in the same manner and in the same amount as principal is
distributed
with respect to each Subsidiary REMIC Regular Interest's
Corresponding Class
or Classes of Certificates.
On each
Distribution Date, Realized Losses (and increases in Principal
Balances attributable to Subsequent Recoveries) shall be allocated
among the
Subsidiary REMIC Interests in the same manner that Realized Losses
(and
increases in Class Certificate Balances attributable to Subsequent
Recoveries)
are allocated among each Subsidiary REMIC Interest's Corresponding
Class or
Classes of Certificates.
4
<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.
Combined 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:
Initial
Component
Pass-Through
Designation
Balance
Rate
----------- -----------
-------------
N/A
N/A
N/A
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 X and Class PO Certificates;
and any Certificate of a Class that ceases to
satisfy the applicable rating requirement under
the Underwriter's Exemption.
Floating Rate Certificates... Class A-1 and Class A-8
Certificates.
Inverse Floating Rate
Certificates................. Class A-2 Certificates.
LIBOR Certificates........... Floating Rate Certificates and
Inverse Floating
Rate Certificates.
Non-Delay Certificates....... LIBOR Certificates.
Notional Amount
Certificates................. Class A-2 and Class X
Certificates.
Notional Amount Components... None.
Offered Certificates......... All Classes of Certificates other
than the
Private Certificates.
5
<PAGE>
Physical Certificates........ Private Certificates and the
Residual
Certificates.
Planned Principal Classes.... None.
Principal Only Certificates.. Class PO Certificates.
Private Certificates......... Class B-3, Class B-4 and Class B-5
Certificates.
Rating Agencies.............. S&P and Moody's.
Regular Certificates......... All Classes of Certificates, other
than the
Residual Certificates.
Residual Certificates........ Class A-R Certificates.
Scheduled Principal Classes.. None.
Senior Certificates.......... Class A-1, Class A-2, Class A-3,
Class A-4,
Class A-5, Class A-6,Class A-7, Class A-8,
Class X, Class PO and Class A-R Certificates.
Subordinated Certificates ... Class M, Class B-1, Class B-2, Class
B-3, Class
B-4 and Class B-5 Certificates.
Targeted Principal Classes... None.
Underwriter(s)............... Citigroup Global Markets Inc. and
Morgan Stanley
& Co. Incorporated.
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.
6
<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
and any Distribution Date prior to the Accrual Termination Date,
the amount
allocable to interest on such Class of Accrual Certificates with
respect to
such Distribution Date pursuant to Section 4.02(a)(ii).
Accrual Certificates:
As specified in the Preliminary Statement.
Accrual Components: As
specified in the Preliminary Statement.
Accrual Termination Date: Not applicable.
Adjusted Mortgage Rate: As to each Mortgage Loan, and at any
time,
the per annum rate equal to the Mortgage Rate less the Master
Servicing Fee
Rate.
Adjusted Net Mortgage Rate: As to each Mortgage Loan, and at
any
time, the per annum rate equal to the Mortgage Rate less the sum of
the
Trustee Fee Rate and the Master Servicing Fee Rate. For purposes
of
determining whether any Substitute Mortgage Loan is a Discount
Mortgage Loan
or a Non-Discount Mortgage Loan and for purposes of calculating the
applicable
PO Percentage and the applicable Non-PO Percentage, each Substitute
Mortgage
Loan shall be deemed to have an Adjusted Net Mortgage Rate equal to
the
Adjusted Net Mortgage Rate of the Deleted Mortgage Loan for which
it is
substituted.
Advance: The payment required to be made by the Master Servicer
with respect to any Distribution Date pursuant to Section 4.01, the
amount of
any such payment being equal to the aggregate of payments of
principal and
interest (net of the Master Servicing Fee) on the Mortgage Loans
that were due
on the related Due Date and not received by the Master Servicer as
of the
close of business on the related Determination Date, together with
an amount
equivalent to interest on each Mortgage Loan as to which the
related Mortgaged
Property is a REO Property net of any net income on such REO
Property, less
the aggregate amount of any such delinquent payments that the
Master Servicer
has determined would constitute a Nonrecoverable Advance, if
advanced.
Aggregate Planned Balance: With respect to any group of Planned
Principal Classes or Components and any Distribution Date, the
amount set
forth for such group for such Distribution Date in Schedule V
hereto.
Aggregate Supplemental Purchase Amount: Not applicable.
Aggregate Supplemental Transfer Amount: Not applicable.
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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 the Class PO Certificates, zero, (ii) (ii) with
respect to
the Class X Certificates, (a) the ratio that the excess, if any, of
the
Adjusted Net Mortgage Rate with respect to such Mortgage Loan, over
the
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 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 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 for such Class pursuant to clause (i) of the
definition
of Class Optimal Interest Distribution Amount (without giving
effect to any
reduction of such amount pursuant to Section 4.02(d)) bears to the
amount
calculated with respect to such Distribution Date for each Class
of
Certificates pursuant to clause (i) of the definition of Class
Optimal
Interest Distribution Amount (without giving effect to any
reduction of such
amount pursuant to Section 4.02(d)).
Amount Available for Senior Principal: As to any Distribution
Date, Available Funds for such Distribution Date, reduced by the
aggregate
amount distributable (or allocable to the Accrual Amount, if
applicable) on
such Distribution Date in respect of interest on the Senior
Certificates
pursuant to Section 4.02(a)(ii).
Amount Held for Future Distribution: As to any Distribution
Date,
the aggregate amount held in the Certificate Account at the close
of business
on the related Determination Date on account of (i) Principal
Prepayments
received after the related Prepayment Period and Liquidation
Proceeds and
Subsequent Recoveries received in the month of such Distribution
Date and (ii)
all Scheduled Payments due after the related Due Date.
Applicable Credit Support Percentage: As defined in Section
4.02(e).
Appraised Value: With respect to any Mortgage Loan, the
Appraised
Value of the related Mortgaged Property shall be: (i) with respect
to a
Mortgage Loan other than a Refinancing Mortgage Loan, the lesser of
(a) the
value of the Mortgaged Property based upon the appraisal made at
the time of
the origination of such Mortgage Loan and (b) the sale price of the
Mortgaged
Property at the time of the origination of such Mortgage Loan; (ii)
with
respect to a Refinancing Mortgage Loan other than a Streamlined
Documentation
Mortgage Loan, the value of the Mortgaged Property based upon the
appraisal
made-at the time of the origination of such Refinancing Mortgage
Loan; and
(iii) with respect to a Streamlined Documentation Mortgage Loan,
(a) if the
loan-to-value ratio with respect to the Original Mortgage Loan at
the time of
the origination thereof was 80% or less and the loan amount of the
new
mortgage loan is $650,000 or less, the value of the Mortgaged
Property based
upon the appraisal made at the time of the origination of the
Original
Mortgage Loan and (b) if the loan-to-value ratio with respect to
the Original
Mortgage Loan at the time of the origination thereof was greater
than 80% or
the loan amount of the new loan being originated is greater than
$650,000, the
value of the Mortgaged Property based upon the appraisal (which may
be a
drive-by appraisal) made at the time of the origination of such
Streamlined
Documentation Mortgage Loan.
Available Funds: As to any Distribution Date, the sum of (a)
the
aggregate amount held in the Certificate Account at the close of
business on
the related Determination Date, including any
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Subsequent Recoveries, net of the 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) and amounts
permitted to be
withdrawn from the Distribution Account pursuant to clauses (i)-(v)
inclusive
of Section 3.08(b), (b) the amount of the related Advance and (c)
in
connection with Defective Mortgage Loans, as applicable, the
aggregate of the
Purchase Prices and Substitution Adjustment Amounts deposited on
the related
Distribution Account Deposit Date.
Bankruptcy Code: The United States Bankruptcy Reform Act of
1978,
as amended.
Blanket Mortgage: The mortgage or mortgages encumbering the
Cooperative Property.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) a Saturday or a Sunday, or
(ii) a day on which banking institutions in the City of New York,
New York, or
the 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: Not applicable.
Capitalized Interest Requirement: Not applicable.
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 2005-79CB, Mortgage Pass-Through Certificates, Series
2005-79CB."
Certificate Balance: With respect to any Certificate (other
than
any 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 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,
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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 of
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, with respect to
any interest
bearing 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, immediately prior to
such
Distribution Date subject to reduction as provided in Section
4.02(d) and (ii)
any Class Unpaid Interest Amounts for such Class or Component.
Class PO Deferred Amount: As to any Distribution Date, the
aggregate of the applicable PO Percentage of each Realized Loss to
be
allocated to the Class PO Certificates on such Distribution Date on
or prior
to the Senior Credit Support Depletion Date or previously allocated
to the
Class PO Certificates and not yet paid to the Holders of the Class
PO
Certificates.
Class Subordination Percentage: With respect to any
Distribution
Date and each Class of Subordinated Certificates, the quotient
(expressed as a
percentage) of (a) the Class Certificate Balance of such Class of
Certificates
immediately prior to such Distribution Date divided by (b) the
aggregate of
the Class Certificate Balances immediately prior to such
Distribution Date of
all Classes of Certificates.
Class Unpaid Interest Amounts: As to any Distribution Date and
Class of interest bearing Certificates, the amount by which the
aggregate
Class Interest Shortfalls for such Class on prior Distribution
Dates exceeds
the amount distributed on such Class on prior Distribution Dates
pursuant to
clause (ii) of the definition of Class Optimal Interest
Distribution Amount.
Closing Date: December
22, 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.
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COFI Certificates: As
specified in the Preliminary Statement.
Combined Certificates:
As specified in the Preliminary Statement.
Combined Certificates Payment Rule: Not applicable.
Compensating Interest: As to any Distribution Date, an amount
equal to the product of one-twelfth of 0.125% and the aggregate
Stated
Principal Balance of the Mortgage Loans as of the Due Date in the
prior
calendar month.
Component: As
specified in the Preliminary Statement.
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.
Confirmation: With respect to the Class A-1 and Class A-8
Certificates, the Confirmation (reference #FXNEC7718) dated
December 22, 2005,
evidencing a transaction between the Corridor Contract Counterparty
and
Citibank, N.A.
Conveyance Period: Not
applicable.
Conveyance Period Distribution Date: Not applicable.
Coop Shares: Shares issued by a Cooperative Corporation.
Cooperative Corporation: The entity that holds title (fee or an
acceptable leasehold estate) to the real property and
improvements
constituting the Cooperative Property and which governs the
Cooperative
Property, which Cooperative Corporation must qualify as a
Cooperative Housing
Corporation under Section 216 of the Code.
Cooperative Loan: Any Mortgage Loan secured by Coop Shares and
a
Proprietary Lease.
Cooperative Property: The real property and improvements owned
by
the Cooperative Corporation, including the allocation of individual
dwelling
units to the holders of the Coop Shares of the Cooperative
Corporation.
Cooperative Unit: A single family dwelling located in a
Cooperative Property.
Corporate Trust Office: The designated office of the Trustee in
the State of New York at which at any particular time its corporate
trust
business with respect to this Agreement shall be administered,
which office at
the date of the execution of this Agreement is located at 101
Barclay Street,
8W, New York, New York 10286 (Attn: Mortgage-Backed Securities
Group, CWALT,
Inc. Series 2005-79CB, facsimile no. (212) 815-3986), and which is
the address
to which notices to and correspondence with the Trustee should be
directed.
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Corridor Contract: With respect to the Class A-1 and Class A-8
Certificates, the transaction evidenced by the Confirmation (as
assigned to
the Corridor Contract Administrator pursuant to the Corridor
Contract
Assignment Agreement), a form of which is attached hereto as
Exhibit R.
Corridor Contract Administration Agreement: The corridor
contract
administration agreement dated as of the Closing Date among
Citibank, N.A.,
the Trustee and the Corridor Contract Administrator, a form of
which is
attached hereto as Exhibit S-2.
Corridor Contract Administrator: The Bank of New York, in its
capacity as corridor contract administrator under the Corridor
Contract
Administration Agreement.
Corridor Contract Assignment Agreement: With respect to the
Class
A-1 and Class A-8 Certificates, the agreement, dated as of the
Closing Date,
among Citibank, N.A., the Trustee and the Corridor Contract
Counterparty, a
form of which is attached hereto as Exhibit S-1.
Corridor Contract Counterparty: Bear Stearns Financial Products
Inc.
Corridor Contract Reserve Fund: The separate fund created and
initially maintained by the Trustee pursuant to Section 3.05(i) in
the name of
the Trustee for the benefit of the Holders of the Covered
Certificates and
designated "The Bank of New York in trust for registered holders of
CWALT,
Inc., Alternative Loan Trust 2005-79CB, Mortgage Pass-Through
Certificates,
Series 2005-79CB." Funds in the Corridor Contract Reserve Fund
shall be held
in trust for the Holders of the Covered Certificates for the uses
and purposes
set forth in this Agreement. For all federal income tax purposes,
the Corridor
Contract Reserve Fund will be beneficially owned by Citibank,
N.A.
Corridor Contract Scheduled Termination Date: The Distribution
Date in December 2023.
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.
Covered Certificates:
The Class A-1 and Class A-8 Certificates.
Cut-off Date: December
1, 2005.
Cut-off Date Pool Principal Balance: $325,455,035.85.
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.
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Defective Mortgage Loan: Any Mortgage Loan which is
required to
be repurchased pursuant to Section 2.02 or 2.03.
Deficiency Amount: Not applicable.
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 the
Trustee on the
Closing Date. The number of Delay Delivery Mortgage Loans shall not
exceed 50%
of the aggregate number of Mortgage Loans as of the Closing Date.
To the
extent that Countrywide Home Loans Servicing LP shall be in
possession of any
Mortgage Files with respect to any Delay Delivery Mortgage Loan,
until
delivery of such Mortgage File to the Trustee as provided in
Section 2.01,
Countrywide Home Loans Servicing LP shall hold such files as Master
Servicer
hereunder, as agent and in trust for the Trustee.
Deleted Mortgage Loan:
As defined in Section 2.03(c) hereof.
Denomination: With respect to each Certificate, the amount set
forth on the face thereof as the "Initial Certificate Balance of
this
Certificate" or the "Initial Notional Amount of this Certificate"
or, if
neither of the foregoing, the Percentage Interest appearing on the
face
thereof.
Depositor: 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 Business Day
which is
two Business Days preceding such Distribution Date.
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Discount Mortgage Loan: Any Mortgage Loan with an Adjusted Net
Mortgage Rate that is less than the Required Coupon.
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
2005-79CB, Mortgage
Pass-Through Certificates, Series 2005-79CB." 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.
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.
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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.
Fiscal Agent: Not
applicable.
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.
Index: With respect to any Interest Accrual Period for the COFI
Certificates, if any, the then-applicable index used by the Trustee
pursuant
to Section 4.07 to determine the applicable Pass-Through Rate for
such
Interest Accrual Period for the COFI Certificates.
Indirect Participant: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a
custodial
relationship with a Depository Participant.
Initial Certification:
As defined in Section 2.02(a) hereof.
Initial Component Balance: As specified in the
Preliminary
Statement.
Insurance Policy: With respect to any Mortgage Loan included in
the Trust Fund, any insurance policy, including all riders and
endorsements
thereto in effect, including any replacement policy or policies for
any
Insurance Policies.
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Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in
such
Insurance Proceeds in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or
any
other insurance policy with respect to the Mortgage Loans.
Interest
Accrual Period: With respect to each Class of Delay
Certificates, its corresponding Subsidiary REMIC Regular Interest
and any
Distribution Date, the calendar month prior to the month of such
Distribution
Date. With respect to any Class of Non-Delay Certificates, its
corresponding
Subsidiary REMIC Regular Interest and any Distribution Date, the
one month
period commencing on the 25th day of the month preceding the month
in which
such Distribution Date occurs and ending on the 24th day of the
month in which
such Distribution Date occurs, except for the Interest Accrual
Period for the
first Distribution Date, which commences on December 22, 2005 and
ends on
January 24, 2006.
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.
Interest Distribution Amount: Not applicable.
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-to-Value Ratio: With respect to any Mortgage Loan and as
to
any date of determination, the fraction (expressed as a percentage)
the
numerator of which is the principal balance of the related Mortgage
Loan at
such date of determination and the denominator of which is the
Appraised Value
of the related Mortgaged Property.
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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: As to each Mortgage Loan and any
Distribution Date, an amount payable out of each full payment of
interest
received on such Mortgage Loan and equal to one-twelfth of the
Master
Servicing Fee Rate multiplied by the Stated Principal Balance of
such Mortgage
Loan as of the Due Date in the month preceding the month of such
Distribution
Date, subject to reduction as provided in Section 3.14.
Master Servicing Fee Rate: With respect to each Mortgage Loan,
0.25% per annum.
MERS: Mortgage
Electronic Registration Systems, Inc., a
corporation organized and existing under the laws of the State of
Delaware,
or any successor thereto.
MERS Mortgage Loan:
Any Mortgage Loan registered with MERS on
the MERS System.
MERS (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 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.
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<PAGE>
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 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 and the deletion of Deleted Mortgage Loans pursuant
to the
provisions of this Agreement) transferred to the Trustee as part of
the Trust
Fund and from time to time subject to this Agreement, attached
hereto as
Schedule I, setting forth the following information with respect to
each
Mortgage Loan:
(i) the
loan number;
(ii)
the
Mortgagor's name and the street address of the
Mortgaged Property, including the zip code;
(iii) the maturity
date;
(iv) the
original principal balance;
(v) the
Cut-off Date Principal Balance;
(vi) the first
payment date of the Mortgage Loan;
(vii) the Scheduled
Payment in effect as of the Cut-off Date;
(viii) the
Loan-to-Value Ratio at origination;
(ix) a code
indicating whether the residential dwelling at the
time of origination was represented to be owner-occupied;
(x) a
code indicating whether the residential dwelling is
either (a) a detached single family dwelling (b) a
dwelling in a de minimis PUD, (c) a condominium unit or
PUD (other than a de minimis PUD), (d) a two- to four-unit
residential property or (e) a Cooperative Unit;
(xi) the
Mortgage Rate;
(xii) a code
indicating whether the Mortgage Loan is a Lender
PMI Mortgage Loan and, in the case of any Lender PMI
Mortgage Loan, a percentage representing the amount of the
related interest premium charged to the borrower;
(xiii) the
purpose for the Mortgage Loan;
(xiv) the type of
documentation program pursuant to which the
Mortgage Loan was originated;
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<PAGE>
(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.
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,
the amount by which the aggregate of Prepayment Interest Shortfalls
during the
related Prepayment Period exceeds the Compensating Interest for
that
Distribution Date.
Non-Delay Certificates: As specified in the
Preliminary
Statement.
Non-Discount Mortgage Loan: Any Mortgage Loan with an Adjusted
Net
Mortgage Rate that is greater than or equal to the Required
Coupon.
Non-PO Formula Principal Amount: As to any Distribution Date,
the
sum of (i) the sum of 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 on the related Due Date, (b) the Stated
Principal Balance
of each Mortgage Loan 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 received with respect to such Distribution Date, (d) any
Insurance
Proceeds or Liquidation Proceeds allocable to recoveries of
principal of
Mortgage Loans that are not yet Liquidated Mortgage Loans received
during the
calendar month preceding the month of such Distribution Date, (e)
with respect
to each Mortgage Loan that became a Liquidated Mortgage Loan during
the
calendar month preceding the month of such Distribution Date, the
amount of
the Liquidation Proceeds allocable to principal received during the
calendar
month preceding the month of such Distribution Date with respect to
such
Mortgage Loan, and (f) all Principal Prepayments received during
the related
Prepayment Period and (ii) (A) any Subsequent Recoveries received
during the
calendar month preceding the month of such Distribution Date, or
(B) with
respect to Subsequent Recoveries attributable to a Discount
Mortgage Loan
which incurred a Realized Loss after the Senior Credit Support
Depletion Date,
the Non-PO Percentage of any such Subsequent Recoveries received
during the
calendar month preceding the month of such Distribution Date.
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<PAGE>
Non-PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage) the numerator of which is the Adjusted
Net
Mortgage Rate of such Discount Mortgage Loan and the denominator of
which is
the Required Coupon. 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,
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 Class A-2 Certificates and any
Distribution Date, an amount equal to the aggregate Class
Certificate Balance
of the Class A-1 and Class A-8 Certificates immediately prior to
such
Distribution Date. With respect to any Distribution Date and the
Class X
Certificates, an amount equal to the aggregate of the Stated
Principal
Balances of the Non-Discount Mortgage Loans 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).
Notional Amount Certificates: As specified in the
Preliminary
Statement.
Offered Certificates:
As specified in the Preliminary Statement.
Officer's Certificate: A certificate (i) in the case of the
Depositor, signed by the Chairman of the Board, the Vice Chairman
of the
Board, the President, a Managing Director, a Vice President
(however
denominated), an Assistant Vice President, the Treasurer, the
Secretary, or
one of the Assistant Treasurers or Assistant Secretaries of the
Depositor,
(ii) in the case of the Master Servicer, signed by the President,
an Executive
Vice President, a Vice President, an Assistant Vice President, the
Treasurer,
or one of the Assistant Treasurers or Assistant Secretaries of
Countrywide GP,
Inc., its general partner or (iii) if provided for in this
Agreement, signed
by a Servicing Officer, as the case may be, and delivered to the
Depositor and
the Trustee, as the case may be, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be
counsel for a Seller, the Depositor or the Master Servicer,
including,
in-house counsel, reasonably acceptable to the Trustee; provided,
however,
that with respect to the interpretation or application of the
REMIC
Provisions, such counsel must (i) in fact be independent of a
Seller, the
Depositor and the Master Servicer, (ii) not have any direct
financial interest
in a Seller, the Depositor or the Master Servicer or in any
affiliate thereof,
and (iii) not be connected with a Seller, the Depositor or the
Master Servicer
as an officer, employee, promoter, underwriter, trustee, partner,
director or
person performing similar functions.
Optional Termination: The termination of the trust created
hereunder in connection with the purchase of the Mortgage Loans
pursuant to
Section 9.01(a) hereof.
Original Applicable Credit Support Percentage: With respect to
each of the following Classes of Subordinated Certificates, the
corresponding
percentage described below, as of the Closing Date:
Class M...........5.00%
Class B-1.........2.80%
Class B-2.........1.80%
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<PAGE>
Class B-3.........1.25%
Class B-4.........0.75%
Class B-5.........0.30%
Original Mortgage Loan: The mortgage loan refinanced
in
connection with the origination of a Refinancing Mortgage Loan.
Original Subordinate Principal Balance: The aggregate of the
Class Certificate Balances of the Subordinated Certificates as of
the Closing
Date.
OTS: The Office of
Thrift Supervision.
Outside Reference Date: As to any Interest Accrual Period
for
the COFI Certificates, the close of business on the tenth day
thereof.
Outstanding: With
respect to the Certificates as of any date of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except:
(i) Certificates
theretofore canceled by the Trustee or delivered
to the Trustee for cancellation; and
(ii) Certificates in
exchange for which or in lieu of which other
Certificates have been executed and delivered by the Trustee
pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan
with a Stated Principal Balance greater than zero, which was not
the subject
of a Principal Prepayment in Full prior to such Due Date or during
the related
Prepayment Period 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.
Park Sienna Mortgage Loans: The Mortgage Loans identified
as
such on the Mortgage Loan Schedule for which Park Sienna is the
applicable
Seller.
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<PAGE>
Pass-Through Rate: For any interest bearing Class of
Certificates
or Component, the per annum rate set forth or calculated in the
manner
described in the Preliminary Statement.
Percentage Interest: As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made on
the related
Class, such percentage interest being set forth on the face thereof
or equal
to the percentage obtained by dividing the Denomination of such
Certificate by
the aggregate of the Denominations of all Certificates of the same
Class.
Permitted Investments:
At any time, any one or more of the
following obligations and securities:
(i)
obligations of the United States or any agency
thereof, provided such obligations are backed by the
full faith and credit of the United States;
(ii)
general obligations of or obligations guaranteed by
any state of the United States or the District of
Columbia receiving the highest long-term debt rating
of each Rating Agency, or such lower rating as will
not result in the downgrading or withdrawal of the
ratings then assigned to the Certificates by each
Rating Agency;
(iii)
commercial or finance company paper which is then
receiving the highest commercial or finance company
paper rating of each Rating Agency, or such lower
rating as will not result in the downgrading or
withdrawal of the ratings then assigned to the
Certificates by each Rating Agency;
(iv)
certificates of deposit, demand or time deposits, or
bankers' acceptances issued by any depository
institution or trust company incorporated under the
laws of the United States or of any state thereof and
subject to supervision and examination by federal
and/or state banking authorities, provided that the
commercial paper and/or long term unsecured debt
obligations of such depository institution or trust
company (or in the case of the principal depository
institution in a holding company system, the
commercial paper or long-term unsecured debt
obligations of such holding company, but only if
Moody's is not a Rating Agency) are then rated one of
the two highest long-term and the highest short-term
ratings of each Rating Agency for such securities, or
such lower ratings as will not result in the
downgrading or withdrawal of the rating then assigned
to the
Certificates by either Rating Agency;
(v)
repurchase obligations with respect to any security
described in clauses (i) and (ii) above, in either
case entered into with a depository institution or
trust company (acting as principal) described in
clause (iv) above;
(vi)
units of a taxable money-market portfolio having the
highest rating assigned by each Rating Agency (except
if Fitch is a Rating Agency and has not rated the
portfolio, the highest rating assigned by Moody's) and
restricted to obligations issued or guaranteed by the
United States of America or entities whose obligations
are backed by the full faith and credit of the United
States of America and repurchase agreements
collateralized
by such obligations; and
(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
I-16
<PAGE>
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)(l)
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, association,
joint venture, limited liability company, joint-stock company,
trust,
unincorporated organization or government, or any agency or
political
subdivision thereof.
Physical Certificate:
As specified in the Preliminary Statement.
Planned Balance: With respect to any group of Planned Principal
Classes or Components in the aggregate and any Distribution Date
appearing in
Schedule V hereto, the Aggregate Planned Balance for such group
and
Distribution Date. With respect to any other Planned Principal
Class or
Component and any Distribution Date appearing in Schedule V hereto,
the
applicable amount appearing opposite such Distribution Date for
such Class or
Component.
Planned Principal Classes: As specified in the
Preliminary
Statement.
PO Formula Principal Amount: As to any Distribution Date, the
sum
of (i) the sum of the applicable PO Percentage of (a) the principal
portion of
each Scheduled Payment (without giving effect to any reductions
thereof caused
by any Debt Service Reductions or Deficient Valuations) due on each
Mortgage
Loan on the related Due Date, (b) the Stated Principal Balance of
each
Mortgage Loan 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
I-17
<PAGE>
Mortgage Loan received with respect to such Distribution Date, (d)
any
Insurance Proceeds or Liquidation Proceeds allocable to recoveries
of
principal of Mortgage Loans that are not yet Liquidated Mortgage
Loans
received during the calendar month preceding the month of such
Distribution
Date, (e) with respect to each Mortgage Loan that became a
Liquidated Mortgage
Loan during the calendar month preceding the month of such
Distribution Date,
the amount of Liquidation Proceeds allocable to principal received
during the
month preceding the month of such Distribution Date with respect to
such
Mortgage Loan, and (f) all Principal Prepayments received during
the related
Prepayment Period and (ii) with respect to Subsequent Recoveries
attributable
to a Discount Mortgage Loan which incurred a Realized Loss after
the Senior
Credit Support Depletion Date, the PO Percentage of any such
Subsequent
Recoveries received during the calendar month preceding the month
of such
Distribution Date.
PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage) the numerator of which is the excess of
the
Required Coupon 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: Not
applicable.
Pool Characteristics:
Not applicable.
Pool Stated Principal Balance: The aggregate of the Stated
Principal Balances of the Outstanding Mortgage Loans.
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
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.
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<PAGE>
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: With respect to any Distribution Date will
equal
the sum of (i) the product of (A) the Senior Percentage, (B) the
Scheduled
Principal Distribution Amount, (C) the Shift Percentage and (D) the
Priority
Percentage and (ii) the product of (A) the Senior Prepayment
Percentage, (B)
the Unscheduled Principal Distribution Amount, (C) the Shift
Percentage and
(D) the Priority Percentage.
Priority Percentage: With respect to any Distribution Date will
equal the percentage equivalent of a fraction, the numerator of
which is the
aggregate Class Certificate Balance of the Class A-4 and Class
A-8
Certificates immediately prior to such Distribution Date, and the
denominator
of which is the aggregate Class Certificate Balance of all Classes
of Senior
Certificates (other than the Class 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, the
portion of the Subordinated Principal Distribution Amount allocable
to such
Class, equal to the product of the Subordinated Principal
Distribution Amount
on such Distribution Date and a fraction, the numerator of which is
the
related Class Certificate Balance thereof and the denominator of
which is the
aggregate of the Class Certificate Balances of the Subordinated
Certificates.
Proprietary Lease: With respect to any Cooperative Unit, a
lease
or occupancy agreement between a Cooperative Corporation and a
holder of
related Coop Shares.
Prospectus: The Prospectus dated October 25, 2005 generally
relating to mortgage pass-through certificates to be sold by the
Depositor.
Prospectus Supplement:
The Prospectus Supplement, dated December
19, 2005, relating to the Offered Certificates.
PUD: Planned Unit
Development.
Purchase Price: With respect to any Mortgage Loan required to
be
purchased by a Seller pursuant to Section 2.02 or 2.03 hereof or
purchased at
the option of the Master Servicer pursuant to Section 3.11, an
amount equal to
the sum of (i) 100% of the unpaid principal balance of the Mortgage
Loan on
the date of such purchase, (ii) accrued interest thereon at the
applicable
Mortgage Rate (or at the applicable Adjusted Mortgage Rate if (x)
the
purchaser is the Master Servicer or (y) if the purchaser is
Countrywide and
Countrywide is an affiliate of the Master Servicer) from the date
through
which interest was last paid by the Mortgagor to the Due Date in
the month in
which the Purchase Price is to be distributed to Certificateholders
and (iii)
costs and damages incurred by the Trust Fund in connection with
I-19
<PAGE>
a repurchase pursuant to Section 2.03 hereof that arises out of a
violation of
any predatory or abusive lending law with respect to the related
Mortgage
Loan.
Qualified Insurer: A mortgage guaranty insurance company duly
qualified as such under the laws of the state of its principal
place of
business and each state having jurisdiction over such insurer in
connection
with the insurance policy issued by such insurer, duly authorized
and licensed
in such states to transact a mortgage guaranty insurance business
in such
states and to write the insurance provided by the insurance policy
issued by
it, approved as a FNMA-approved mortgage insurer and having a
claims paying
ability rating of at least "AA" or equivalent rating by a
nationally
recognized statistical rating organization. Any replacement insurer
with
respect to a Mortgage Loan must have at least as high a claims
paying ability
rating as the insurer it replaces had on the Closing Date.
Rating
Agency: Each of the Rating Agencies specified in the
Preliminary Statement. If any such organization or a successor is
no longer in
existence, "Rating Agency" shall be such nationally recognized
statistical
rating organization, or other comparable Person, as is designated
by the
Depositor, notice of which designation shall be given to the
Trustee.
References herein to a given rating category of a Rating Agency
shall mean
such rating category without giving effect to any modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan,
an
amount (not less than zero or more than the Stated Principal
Balance of the
Mortgage Loan) as of the date of such liquidation, equal to (i) the
Stated
Principal Balance of the Liquidated Mortgage Loan as of the date of
such
liquidation, plus (ii) interest at the Adjusted Net Mortgage Rate
from the Due
Date as to which interest was last paid or advanced (and not
reimbursed) to
Certificateholders up to the Due Date in the month in which
Liquidation
Proceeds are required to be distributed on the Stated Principal
Balance of
such Liquidated Mortgage Loan from time to time, minus (iii) the
Liquidation
Proceeds, if any, received during the month in which such
liquidation
occurred, to the extent applied as recoveries of interest at the
Adjusted Net
Mortgage Rate and to principal of the Liquidated Mortgage Loan.
With respect
to each Mortgage Loan which has become the subject of a Deficient
Valuation,
if the principal amount due under the related Mortgage Note has
been reduced,
the difference between the principal balance of the Mortgage Loan
outstanding
immediately prior to such Deficient Valuation and the principal
balance of the
Mortgage Loan as reduced by the Deficient Valuation. With respect
to each
Mortgage Loan which has become the subject of a Debt Service
Reduction and any
Distribution Date, the amount, if any, by which the principal
portion of the
related Scheduled Payment has been reduced.
To the extent the Master Servicer receives Subsequent
Recoveries
with respect to any Mortgage Loan, the amount of the Realized Loss
with
respect to that Mortgage Loan will be reduced by such Subsequent
Recoveries.
Recognition Agreement: With respect to any Cooperative Loan, an
agreement between the Cooperative Corporation and the originator of
such
Mortgage Loan which establishes the rights of such originator in
the
Cooperative Property.
Record Date: 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.
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<PAGE>
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 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: Not applicable.
Remaining PO Supplemental Loan Amount: Not applicable.
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: 5.50%
per annum.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy that is required to be maintained from time to
time under
this Agreement.
Residual Certificates:
As specified in the Preliminary Statement.
Responsible Officer: When used with respect to the Trustee, any
Vice President, any Assistant Vice President, the Secretary, any
Assistant
Secretary, any Trust Officer or any other officer of the Trustee
customarily
performing functions similar to those performed by any of the above
designated
officers and also to whom, with respect to a particular matter,
such matter is
referred because of such officer's knowledge of and familiarity
with the
particular subject.
Restricted Classes: As
defined in Section 4.02(e).
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.
I-21
<PAGE>
Schedule: The Schedule
set forth in Schedule V hereto.
Scheduled Balances: With respect to any Scheduled 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.
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, an amount equal to the sum of the Non-PO Percentage of all
amounts
described in subclauses (a) through (d) of clause (i) of the
definition of
Non-PO Formula Principal Amount for such Distribution Date.
Securities Act: The
Securities Act of 1933, as amended.
Seller: Countrywide,
Park Granada, Park Monaco or Park Sienna,
as applicable.
Senior Certificates:
As specified in the Preliminary Statement.
Senior Credit Support Depletion Date: The date on which the
Class Certificate Balance of each Class of Subordinated
Certificates has been
reduced to zero.
Senior Percentage: As to any Distribution Date, the percentage
equivalent of a fraction, not in excess of 100%, the numerator of
which is the
aggregate of the Class Certificate Balances of each Class of
Senior
Certificates (other than the Class PO Certificates) immediately
prior to such
Distribution Date and the denominator of which is the aggregate of
the Class
Certificate Balances of all Classes of Certificates (other than the
Class PO
Certificates) immediately prior to such Distribution Date.
Senior Prepayment Percentage: For any Distribution Date during
the
five years beginning on the first Distribution Date, 100%. The
Senior
Prepayment Percentage for any Distribution Date occurring on or
after the
fifth anniversary of the first Distribution Date will, except as
provided
herein, be as follows: for any Distribution Date in the first year
thereafter,
the Senior Percentage plus 70% of the Subordinated Percentage for
such
Distribution Date; for any Distribution Date in the second year
thereafter,
the Senior Percentage plus 60% of the Subordinated Percentage for
such
Distribution Date; for any Distribution Date in the third year
thereafter, the
Senior Percentage plus 40% of the Subordinated Percentage for
such
Distribution Date; for any Distribution Date in the fourth year
thereafter,
the Senior Percentage plus 20% of the Subordinated Percentage for
such
Distribution Date; and for any Distribution Date thereafter, the
Senior
Percentage for such Distribution Date (unless on any Distribution
Date the
Senior Percentage exceeds the initial Senior Percentage, in which
case the
Senior Prepayment Percentage for such Distribution Date will once
again equal
100%). Notwithstanding the foregoing, no decrease in the Senior
Prepayment
Percentage will occur unless both of the Senior Step Down
Conditions are
satisfied.
Senior Principal Distribution Amount: As to any Distribution
Date,
the sum, not less than zero, of the (i) 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"
for such
Distribution Date, (ii) with respect to each Mortgage Loan that
became a
Liquidated Mortgage Loan
I-22
<PAGE>
during the calendar month preceding the month of such Distribution
Date, the
lesser of (x) the Senior Percentage of the applicable Non-PO
Percentage of the
Stated Principal Balance of such Mortgage Loan and (y) the 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 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"
for such
Distribution Date plus (y) the Senior Prepayment Percentage of any
Subsequent
Recoveries 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,
(i) the
outstanding principal balance of all Mortgage Loans delinquent 60
days or more
(including Mortgage Loans in foreclosure, REO Property and Mortgage
Loans the
mortgagors of which are in bankruptcy) (averaged over the preceding
six month
period), as a percentage of the aggregate Class Certificate Balance
of the
Subordinated Certificates on such Distribution Date, does not equal
or exceed
50% and (ii) cumulative Realized Losses with respect to the
Mortgage Loans do
not exceed (a) commencing with the Distribution Date on the fifth
anniversary
of the first Distribution Date, 30% of the Original Subordinate
Principal
Balance, (b) commencing with the Distribution Date on the sixth
anniversary of
the first Distribution Date, 35% of the Original Subordinate
Principal
Balance, (c) commencing with the Distribution Date on the seventh
anniversary
of the first Distribution Date, 40% of the Original Subordinate
Principal
Balance, (d) commencing with the Distribution Date on the eighth
anniversary
of the first Distribution Date, 45% of the Original Subordinate
Principal
Balance, and (e) commencing with the Distribution Date on the
ninth
anniversary of the first Distribution Date, 50% of the Original
Subordinate
Principal Balance.
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 will equal 0%,
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%.
SR-A-R Interest: The sole Class of "residual interest" in the
Subsidiary REMIC.
Startup Day: The
Closing Date.
Stated Principal Balance: As to any Mortgage Loan and Due Date,
the unpaid principal balance of such Mortgage Loan as of such Due
Date, as
specified in 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
I-23
<PAGE>
payment by the related Mortgagor and (ii) Liquidation Proceeds
allocable to
principal (other than with respect to any Liquidated Mortgage Loan)
received
in the prior calendar month and Principal Prepayments received
through the
last day of the related Prepayment Period, in each case with
respect to that
Mortgage Loan.
Streamlined Documentation Mortgage Loan: Any Mortgage Loan
originated pursuant to Countrywide's Streamlined Loan Documentation
Program
then in effect. For the purposes of this Agreement, a Mortgagor is
eligible
for a mortgage pursuant to Countrywide's Streamlined Loan
Documentation
Program if that Mortgagor is refinancing an existing mortgage loan
that was
originated or acquired by Countrywide where, among other things,
the mortgage
loan has not been more than 30 days delinquent in payment during
the previous
twelve-month period.
Subordinated Certificates: As specified in the
Preliminary
Statement.
Subordinated Percentage: As to any Distribution Date, 100%
minus
the Senior Percentage for such Distribution Date.
Subordinated Prepayment Percentage: As to any Distribution Date,
100% minus the Senior Prepayment Percentage for such Distribution
Date.
Subordinated Principal Distribution Amount: With respect to any
Distribution Date, 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
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 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 Distribution
Date, and
(iv) the Subordinated Prepayment Percentage of any Subsequent
Recoveries
described in clause (ii) of the definition of Non-PO Formula
Principal Amount
for such Distribution Date, over (B) the amount of any payments in
respect of
Class PO Deferred Amounts 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.
Subsidiary REMIC: As described in the Preliminary Statement.
Subsidiary REMIC Interest: Any one of the Subsidiary REMIC
Interests or the SR-A-R Interest.
Subsidiary REMIC Regular Interest: Any one of the "regular
interests" in the Subsidiary REMIC described in the Preliminary
Statement.
I-24
<PAGE>
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.
Targeted Balance: Not
applicable.
Targeted Principal Classes: As specified in the
Preliminary
Statement.
Tax Matters Person:
The person designated as "tax matters
person" in the manner provided under Treasury regulation ss.
1.860F-4(d) and
Treasury regulation ss. 301.6231(a)(7)-1. Initially, the Tax Matters
Person
shall be the Trustee.
Tax Matters Person Certificate: The Class A-R Certificate with
a
Denomination of $0.01.
Transfer: Any direct
or indirect transfer or sale of any
Ownership Interest in a Residual Certificate.
Trust Fund: The corpus of the trust created hereunder
consisting
of (i) the Mortgage Loans and all interest and principal received
on or with
respect thereto after the Cut-off Date to the extent not applied in
computing
the Cut-off Date Principal Balance thereof; (ii) the Certificate
Account, the
Distribution Account and the Corridor Contract Reserve Fund and all
amounts
deposited therein pursuant to the applicable provisions of this
Agreement;
(iii) the Corridor Contract; (iv) property that secured a Mortgage
Loan and
has been acquired by foreclosure, deed-in-lieu of foreclosure or
otherwise;
and (v) 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 Pool Stated
Principal
Balance.
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.
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<PAGE>
Underwriter(s): As
specified in the Preliminary Statement.
Unscheduled Principal Distribution Amount: As to any
Distribution
Date, an amount equal to the sum of (i) 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
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 Distribution Date and (iii) any Subsequent
Recoveries
described in clause (ii) of the definition of "Non-PO Formula
Principal
Amount" for such Distribution Date.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date
of
determination, (a) 1% of all Voting Rights shall be allocated to
each Class of
Notional Amount Certificates, if any (such Voting Rights to be
allocated among
the holders of Certificates of each such Class in accordance with
their
respective Percentage Interests), and (b) the remaining Voting
Rights (or 100%
of the Voting Rights if there is no Class of Notional Amount
Certificates)
shall be allocated among Holders of the remaining Classes of
Certificates in
proportion to the Certificate Balances of their respective
Certificates on
such date.
Yield Supplement Amount: With respect to the Covered
Certificates
and any Distribution Date on or prior to the Corridor Contract
Termination
Date, on which LIBOR exceeds 4.95%, an amount equal to interest for
the
related Interest Accrual Period on the Class Certificate Balance of
the
Covered Certificates immediately prior to such Distribution Date at
a rate
equal to the excess of (i) the lesser of LIBOR and 8.95% over (ii)
4.95%.
I-26
<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 Mortgage Loans, including all interest and
principal
received or receivable by such Seller, on or with respect to the
Mortgage
Loans after the Cut-off Date and all interest and principal
payments on the
related Mortgage Loans received prior to the Cut-off Date in
respect of
installments of interest and principal due thereafter, but not
including
payments of principal and interest due and payable on such Mortgage
Loans, on
or before the Cut-off Date. On or prior to the Closing Date,
Countrywide shall
deliver to the Depositor or, at the Depositor's direction, to the
Trustee or
other designee of the Depositor, the Mortgage File for each
Mortgage Loan
listed in the Mortgage Loan Schedule (except that, in the case of
the Delay
Delivery Mortgage Loans (which may include Countrywide Mortgage
Loans, Park
Granada Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna
Mortgage
Loans), such delivery may take place within thirty (30) days
following the
Closing Date). Such delivery of the Mortgage Files shall be made
against
payment by the Depositor of the purchase price, previously agreed
to by the
Sellers and Depositor, for the Mortgage Loans. With respect to any
Mortgage
Loan that does not have a first payment date on or before the Due
Date in the
month of the first Distribution Date, Countrywide shall deposit
into the
Distribution Account on or before the Distribution Account Deposit
Date
relating to the first applicable Distribution Date, an amount equal
to one
month's interest at the related Adjusted Mortgage Rate on the
Cut-off Date
Principal Balance of such Mortgage Loan.
(b) Immediately upon the conveyance of the Mortgage Loans
referred
to in clause (a), the Depositor sells, transfers, assigns, sets
over and
otherwise conveys to the Trustee for the benefit of the
Certificateholders,
without recourse, all the right, title and interest of the
Depositor in and to
the Trust Fund together with the Depositor's right to require each
Seller to
cure any breach of a representation or warranty made herein by such
Seller, or
to repurchase or substitute for any affected Mortgage Loan, in
accordance
herewith.
(c) In connection with the transfer and assignment set forth in
clause (b) above, the Depositor has delivered or caused to be
delivered to the
Trustee (or, in the case of the Delay Delivery Mortgage Loans, will
deliver or
cause to be delivered to the Trustee within thirty (30) days
following the
Closing Date) for the benefit of the Certificateholders the
following
documents or instruments with respect to each Mortgage Loan so
assigned:
(i) (A) The
original Mortgage Note endorsed by manual or
facsimile
signature in blank in the following form: "Pay to the order of
____________ without recourse," with all intervening
endorsements
showing a
complete chain of endorsement from the originator to the
Person
endorsing the Mortgage Note (each such endorsement being
sufficient
to transfer all right, title and interest of the party so
endorsing,
as noteholder or assignee thereof, in and to that Mortgage
Note);
or
(B) with respect to any Lost Mortgage Note, a lost note
affidavit from Countrywide stating that the original Mortgage
Note
was lost or destroyed, together with a copy of such Mortgage
Note;
II-1
<PAGE>
(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:
(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).
II-2
<PAGE>
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 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 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 2005-79CB, 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
II-3
<PAGE>
property records the assignments of the Mortgages to the Trustee,
except that,
with respect to any assignments of Mortgage as to which the Trustee
has not
received the information required to prepare such assignment in
recordable
form, the Trustee's obligation to do so and to deliver the same for
such
recording shall be as soon as practicable after receipt of such
information
and in any event within thirty (30) days after receipt thereof and
that the
Trustee need not cause to be recorded any assignment which relates
to a
Mortgage Loan (a) the Mortgaged Property and Mortgage File relating
to which
are located in California or (b) in any other jurisdiction
(including Puerto
Rico) under the laws of which in the opinion of counsel the
recordation of
such assignment is not necessary to protect the Trustee's and
the
Certificateholders' interest in the related Mortgage Loan.
In the case of Mortgage Loans that have been prepaid in full as
of
the Closing Date, the Depositor, in lieu of delivering the above
documents to
the Trustee, will deposit in the Certificate Account the portion of
such
payment that is required to be deposited in the Certificate Account
pursuant
to Section 3.05 hereof.
Notwithstanding anything to the contrary in this Agreement,
within
thirty (30) days after the Closing Date with respect to the
Mortgage Loans,
Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and
Park Sienna) shall either (i) deliver to the Depositor, or at the
Depositor's
direction, to the Trustee or other designee of the Depositor the
Mortgage File
as required pursuant to this Section 2.01 for each Delay Delivery
Mortgage
Loan or (ii) either (A) substitute a Substitute Mortgage Loan for
the Delay
Delivery Mortgage Loan or (B) repurchase the Delay Delivery
Mortgage Loan,
which substitution or repurchase shall be accomplished in the
manner and
subject to the conditions set forth in Section 2.03 (treating each
Delay
Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of
such Section
2.03); provided, however, that if Countrywide fails to deliver a
Mortgage File
for any Delay Delivery Mortgage Loan within the thirty (30) day
period
provided in the prior sentence, Countrywide (on its own behalf and
on behalf
of Park Granada, Park Monaco and Park Sienna) shall use its best
reasonable
efforts to effect a substitution, rather than a repurchase of, such
Deleted
Mortgage Loan and provided further that the cure period provided
for in
Section 2.02 or in Section 2.03 shall not apply to the initial
delivery of the
Mortgage File for such Delay Delivery Mortgage Loan, but rather
Countrywide
(on its own behalf and on behalf of Park Granada, Park Monaco and
Park Sienna)
shall have five (5) Business Days to cure such failure to deliver.
At the end
of such thirty (30) day period the Trustee shall send a Delay
Delivery
Certification for the Delay Delivery Mortgage Loans delivered
during such
thirty (30) day period in accordance with the provisions of Section
2.02.
(d) Neither the Depositor nor the Trust will acquire or hold
any
Mortgage Loan that would violate the representations made by
Countrywide set
forth in clause (48) of Schedule III-A hereto.
SECTION 2.02. Acceptance by Trustee of the Mortgage Loans.
(a) The Trustee acknowledges receipt of the documents
identified
in the Initial Certification in the form annexed hereto as Exhibit
F-1 and
declares that it holds and will hold such documents and the other
documents
delivered to it constituting the Mortgage Files, and that it holds
or will
hold such other assets as are included in the Trust Fund, in trust
for the
exclusive use and benefit of all present and future
Certificateholders. The
Trustee acknowledges that it will maintain possession of the
Mortgage Notes in
the State of California, unless otherwise permitted by the Rating
Agencies.
The Trustee agrees to execute and deliver on the Closing Date
to
the Depositor, the Master Servicer and Countrywide (on its own
behalf and on
behalf of Park Granada, Park Monaco and Park Sienna) an Initial
Certification
in the form annexed hereto as Exhibit F-1. Based on its review
and
examination, and only as to the documents identified in such
Initial
Certification, the Trustee acknowledges that such documents appear
regular on
their face and relate to such Mortgage Loan. The
II-4
<PAGE>
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 Mortgage Loans
in the form
annexed hereto as Exhibit G-1, with any applicable exceptions noted
thereon.
Not later than 90 days after the Closing Date, the Trustee
shall
deliver to the Depositor, the Master Servicer and Countrywide (on
its own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
a Final
Certification with respect to the Mortgage Loans in the form
annexed hereto as
Exhibit H-1, with any applicable exceptions noted thereon. If, in
the course
of such review, the Trustee finds any document constituting a part
of a
Mortgage File which does not meet the requirements of Section 2.01,
the
Trustee shall list such as an exception in the Final Certification;
provided,
however that the Trustee shall not make any determination as to
whether (i)
any endorsement is sufficient to transfer all right, title and
interest of the
party so endorsing, as noteholder or assignee thereof, in and to
that Mortgage
Note or (ii) any assignment is in recordable form or is sufficient
to effect
the assignment of and transfer to the assignee thereof under the
mortgage to
which the assignment relates. Countrywide (on its own behalf and on
behalf of
Park Granada, Park Monaco and Park Sienna) shall promptly correct
or cure such
defect within 90 days from the date it was so notified of such
defect and, if
Countrywide does not correct or cure such defect within such
period,
Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and
Park Sienna) shall either (a) substitute for the related Mortgage
Loan a
Substitute Mortgage Loan, which substitution shall be accomplished
in the
manner and subject to the conditions set forth in Section 2.03, or
(b)
purchase such Mortgage Loan from the Trustee within 90 days from
the date
Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and
Park Sienna) was notified of such defect in writing at the Purchase
Price of
such Mortgage Loan; provided, however, that in no event shall
such
substitution or purchase occur more than 540 days from the Closing
Date,
except that if the substitution or purchase of a Mortgage Loan
pursuant to
this provision is required by reason of a delay in delivery of any
documents
by the appropriate recording office, and there is a dispute between
either the
Master Servicer or Countrywide (on its own behalf and on behalf of
Park
Granada, Park Monaco and Park Sienna) and the Trustee over the
location or
status of the recorded document, then such substitution or purchase
shall
occur within 720 days from the Closing Date. The Trustee shall
deliver written
notice to each Rating Agency within 270 days from the Closing Date
indicating
each Mortgage Loan (a) which has not been returned by the
appropriate
recording office or (b) as to which there is a dispute as to
location or
status of such Mortgage Loan. Such notice shall be delivered every
90 days
thereafter until the related Mortgage Loan is returned to the
Trustee. Any
such substitution pursuant to (a) above or purchase pursuant to (b)
above
shall not be effected prior to the delivery to the Trustee of the
Opinion of
Counsel required by Section 2.05 hereof, if any, and any
substitution pursuant
to (a) above shall not be effected prior to the additional delivery
to the
Trustee of a Request for Release substantially in the form of
Exhibit N. No
substitution is permitted to be made in any calendar month after
the
Determination Date for such month. The Purchase Price for any such
Mortgage
Loan shall be deposited by Countrywide (on its own behalf and on
behalf of
Park Granada, Park Monaco and Park Sienna) in the Certificate
Account on or
prior to the Distribution Account Deposit Date for the Distribution
Date in
the month following the month of repurchase and, upon receipt of
such deposit
and certification with respect thereto in the form of Exhibit N
hereto, the
Trustee shall release the related Mortgage File to Countrywide (on
its own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
and shall
execute and deliver at Countrywide's (on its own behalf and on
behalf of Park
Granada, Park Monaco and Park Sienna) request such instruments of
transfer or
assignment prepared by Countrywide, in each case without recourse,
as shall be
necessary to vest in Countrywide (on its own
II-5
<PAGE>
behalf and on behalf of Park Granada, Park Monaco and Park Sienna),
or its
designee, the Trustee's interest in any Mortgage Loan released
pursuant
hereto. If pursuant to the foregoing provisions Countrywide (on its
own behalf
and on behalf of Park Granada, Park Monaco and Park Sienna)
repurchases an
Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer
shall either
(i) cause MERS to execute and deliver an assignment of the Mortgage
in
recordable form to transfer the Mortgage from MERS to Countrywide
(on its own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
or its
designee and shall cause such Mortgage to be removed from
registration on the
MERS(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.
(b) [Reserved].
(c) The Trustee shall retain possession and custody of each
Mortgage File in accordance with and subject to the terms and
conditions set
forth herein. The Master Servicer shall promptly deliver to the
Trustee, upon
the execution or receipt thereof, the originals of such other
documents or
instruments constituting the Mortgage File as come into the
possession of the
Master Servicer from time to time.
(d) It is understood and agreed that the respective obligations
of
each Seller to substitute for or to purchase any Mortgage Loan sold
to the
Depositor by it which does not meet the requirements of Section
2.01 above
shall constitute the sole remedy respecting such defect available
to the
Trustee, the Depositor and any Certificateholder against that
Seller.
SECTION 2.03. Representations, Warranties and Covenants of the
Sellers and Master Servicer.
(a) Countrywide hereby makes the representations and warranties
set forth in (i) Schedule II-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 Cut-off Date with respect to all of the Mortgage
Loans, and
(iii) Schedule III-B hereto, and by this reference incorporated
herein, to the
Depositor, the Master Servicer and the Trustee, as of the Closing
Date, or if
so specified therein, as of the Cut-off Date with respect to the
Mortgage
Loans that are Countrywide Mortgage Loans. Park Granada hereby
makes the
representations and warranties set forth in (i) Schedule II-B
hereto, and by
this reference incorporated herein, to the Depositor, the Master
Servicer and
the Trustee, as of the Closing Date and (ii) Schedule III-C hereto,
and by
this reference incorporated herein, to the Depositor, the Master
Servicer and
the Trustee, as of the Closing Date, or if so specified therein, as
of the
Cut-off Date with respect to the Mortgage Loans that are Park
Granada Mortgage
Loans. Park Monaco hereby makes the representations and warranties
set forth
in (i) Schedule II-C hereto, and by this reference incorporated
herein, to the
Depositor, the Master Servicer and the Trustee, as of the Closing
Date and
(ii) Schedule III-D hereto, and by this reference incorporated
herein, to the
Depositor, the Master Servicer and the Trustee, as of the Closing
Date, or if
so specified therein, as of the Cut-off Date with respect to the
Mortgage
Loans that are Park Monaco Mortgage Loans. Park Sienna hereby makes
the
representations and warranties set forth in (i) Schedule II-D
hereto, and by
this reference incorporated herein, to the Depositor, the Master
Servicer and
the Trustee, as of the Closing Date and (ii) Schedule III-E hereto,
and by
this reference incorporated herein, to the Depositor, the Master
Servicer and
the Trustee, as of the Closing Date, or if so specified therein, as
of the
Cut-off Date with respect to the Mortgage Loans that are Park
Sienna Mortgage
Loans.
II-6
<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) 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) 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.
With respect to any Substitute Mortgage Loan or Loans, sold to
the
Depositor by a Seller, Countrywide (on its own behalf and on behalf
of Park
Granada, Park Monaco and Park Sienna) shall deliver to the Trustee
for the
benefit of the Certificateholders the Mortgage Note, the Mortgage,
the related
assignment of the Mortgage, and such other documents and agreements
as are
required by Section 2.01, with the Mortgage Note endorsed and the
Mortgage
assigned as required by Section 2.01. No substitution is permitted
to be made
in any calendar month after the Determination Date for such month.
Scheduled
Payments due with respect to Substitute Mortgage Loans in the month
of
substitution shall not be part of the Trust Fund and will be
retained by the
related Seller on the next succeeding Distribution Date. For the
month of
substitution, distributions to Certificateholders will include the
monthly
payment due on any Deleted Mortgage Loan for such month and
thereafter that
Seller shall be entitled to retain all amounts received in respect
of such
Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage
Loan
Schedule for the benefit of the Certificateholders to reflect the
removal of
such Deleted Mortgage Loan and the substitution of the Substitute
Mortgage
Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan
Schedule to the Trustee. Upon such substitution, the Substitute
Mortgage Loan
or Loans shall be subject to the terms of this Agreement in all
respects, and
the related Seller shall be deemed to have made with respect to
such
Substitute Mortgage Loan or Loans, as of the date of substitution,
the
representations and warranties made pursuant to Section 2.03(a)
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
II-7
<PAGE>
direction such instruments of transfer or assignment prepared by
Countrywide
(on its own behalf and on behalf of Park Granada, Park Monaco and
Park
Sienna), in each case without recourse, as shall be necessary to
vest title in
that Seller, or its designee, the Trustee's interest in any Deleted
Mortgage
Loan substituted for pursuant to this Section 2.03.
For any month in which a Seller substitutes one or more
Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer
will determine the amount (if any) by which the aggregate principal
balance of
all Substitute Mortgage Loans sold to the Depositor by that Seller
as of the
date of substitution is less than the aggregate Stated Principal
Balance of
all Deleted Mortgage Loans repurchased by that Seller (after
application of
the scheduled principal portion of the monthly payments due in the
month of
substitution). The amount of such shortage (the "Substitution
Adjustment
Amount") plus an amount equal to the aggregate of any unreimbursed
Advances
with respect to such Deleted Mortgage Loans shall be deposited in
the
Certificate Account by Countrywide (on its own behalf and on behalf
of Park
Granada, Park Monaco and Park Sienna) on or before the Distribution
Account
Deposit Date for the Distribution Date in the month succeeding the
calendar
month during which the related Mortgage Loan became required to be
purchased
or replaced hereunder.
In the event that a Seller shall have repurchased a Mortgage
Loan,
the Purchase Price therefor shall be deposited in the Certificate
Account
pursuant to Section 3.05 on or before the Distribution Account
Deposit Date
for the Distribution Date in the month following the month during
which that
Seller became obligated hereunder to repurchase or replace such
Mortgage Loan
and upon such deposit of the Purchase Price, the delivery of the
Opinion of
Counsel required by Section 2.05 and receipt of a Request for
Release in the
form of Exhibit N hereto, the Trustee shall release the related
Mortgage File
held for the benefit of the Certificateholders to such Person, and
the Trustee
shall execute and deliver at such Person's direction such
instruments of
transfer or assignment prepared by such Person, in each case
without recourse,
as shall be necessary to transfer title from the Trustee. It is
understood and
agreed that the obligation under this Agreement of any Person to
cure,
repurchase or replace any Mortgage Loan as to which a breach has
occurred and
is continuing shall constitute the sole remedy against such Persons
respecting
such breach available to Certificateholders, the Depositor or the
Trustee on
their behalf.
The representations and warranties made pursuant to this
Section
2.03 shall survive delivery of the respective Mortgage Files to the
Trustee
for the benefit of the Certificateholders.
SECTION 2.04. Representations and Warranties of the Depositor
as
to the Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee
with
respect to each Mortgage Loan as of the date hereof or such other
date set
forth herein that as of the Closing Date, and following the
transfer of the
Mortgage Loans to it by each Seller, the Depositor had good title
to the
Mortgage Loans and the Mortgage Notes were subject to no offsets,
defenses or
counterclaims.
The Depositor hereby assigns, transfers and conveys to the
Trustee
all of its rights with respect to the Mortgage Loans including,
without
limitation, the representations and warranties of each Seller made
pursuant to
Section 2.03(a)(ii) hereof, together with all rights of the
Depositor to
require each Seller to cure any breach thereof or to repurchase or
substitute
for any affected Mortgage Loan in accordance with this
Agreement.
It is understood and agreed that the representations and
warranties set forth in this Section 2.04 shall survive delivery of
the
Mortgage Files to the Trustee. Upon discovery by the Depositor or
the Trustee
of a breach of any of the foregoing representations and warranties
set forth
in this Section 2.04
II-8
<PAGE>
(referred to herein as a "breach"), which breach materially and
adversely
affects the interest of the Certificateholders, the party
discovering such
breach shall give prompt written notice to the others and to each
Rating
Agency.
SECTION 2.05. Delivery of Opinion of Counsel in Connection with
Substitutions.
(a) Notwithstanding any contrary provision of this Agreement,
no
substitution pursuant to Section 2.02 or Section 2.03 shall be made
more than
90 days after the Closing Date unless Countrywide delivers to the
Trustee an
Opinion of Counsel, which Opinion of Counsel shall not be at the
expense of
either the Trustee or the Trust Fund, addressed to the Trustee, to
the effect
that such substitution will not (i) result in the imposition of the
tax on
"prohibited transactions" on the Trust Fund or contributions after
the Startup
Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code,
respectively,
or (ii) cause each REMIC created hereunder to fail to qualify as a
REMIC at
any time that any Certificates are outstanding.
(b) Upon discovery by the Depositor, a Seller, the Master
Servicer, or the Trustee that any Mortgage Loan does not constitute
a
"qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, the
party discovering such fact shall promptly (and in any event within
five (5)
Business Days of discovery) give written notice thereof to the
other parties.
In connection therewith, the Trustee shall require Countrywide (on
its own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna),
at its
option, to either (i) substitute, if the conditions in Section
2.03(c) with
respect to substitutions are satisfied, a Substitute Mortgage Loan
for the
affected Mortgage Loan, or (ii) repurchase the affected Mortgage
Loan within
90 days of such discovery in the same manner as it would a Mortgage
Loan for a
breach of representation or warranty made pursuant to Section 2.03.
The
Trustee shall reconvey to Countrywide the Mortgage Loan to be
released
pursuant hereto in the same manner, and on the same terms and
conditions, as
it would a Mortgage Loan repurchased for breach of a representation
or
warranty contained in Section 2.03.
SECTION 2.06. Execution and Delivery of Certificates.
The Trustee acknowledges the transfer and assignment to it of
the
Trust Fund and, concurrently with such transfer and assignment, has
executed
and delivered to or upon the order of the Depositor, the
Certificates in
authorized denominations evidencing directly or indirectly the
entire
ownership of the Trust Fund. The Trustee agrees to hold the Trust
Fund and
exercise the rights referred to above for the benefit of all
present and
future Holders of the Certificates and to perform the duties set
forth in this
Agreement, to the end that the interests of the Holders of the
Certificates
may be adequately and effectively protected.
SECTION 2.07. REMIC Matters.
The Preliminary Statement sets forth the designations and
"latest
possible maturity date" for federal income tax purposes of all
interests
created hereby. The "Startup Day" for purposes of the REMIC
Provisions shall
be the Closing Date. The "tax matters person" with respect to each
REMIC
hereunder shall be the Trustee and the Trustee shall hold the Tax
Matters
Person Certificate. Each REMIC's fiscal year shall be the calendar
year.
II-9
<PAGE>
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-10
<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.
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
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<PAGE>
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
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
III-2
<PAGE>
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; Corridor Contract
Reserve Fund.
(a) The Master Servicer shall make reasonable efforts in
accordance with the customary and usual standards of practice of
prudent
mortgage servicers to collect all payments called for under the
terms and
provisions of the Mortgage Loans to the extent such procedures
shall be
consistent with this Agreement and the terms and provisions of any
related
Required Insurance Policy. Consistent with the foregoing, the
Master Servicer
may in its discretion (i) waive any late payment charge or any
prepayment
charge or penalty interest in connection with the prepayment of a
Mortgage
Loan and (ii) extend the due dates for payments due on a Mortgage
Note for a
period not greater than 180 days; provided, however, that the
Master Servicer
cannot extend the maturity of any such Mortgage Loan past the date
on which
the final payment is due on the latest maturing Mortgage Loan as of
the
Cut-off Date. In the event of any such arrangement, the Master
Servicer shall
make Advances on the related Mortgage Loan in accordance with the
provisions
of Section 4.01 during the scheduled period in accordance with
the
amortization schedule of such Mortgage Loan without modification
thereof by
reason of such arrangements. The Master Servicer shall not be
required to
institute or join in litigation with respect to collection of any
payment
(whether under a Mortgage, Mortgage Note or otherwise or against
any public or
governmental authority with respect to a taking or condemnation) if
it
reasonably believes that enforcing the provision of the Mortgage or
other
instrument pursuant to which such payment is required is prohibited
by
applicable law.
(b) The Master Servicer shall establish and maintain a
Certificate
Account into which the Master Servicer shall deposit or cause to be
deposited
no later than two Business Days after receipt (or, if the current
long-term
credit rating of Countrywide is reduced below "A-" by S&P or
Fitch, or "A3" by
Moody's, the Master Servicer shall deposit or cause to be deposited
on a daily
basis within one Business Day of receipt), except as otherwise
specifically
provided herein, the following payments and collections remitted
by
Subservicers or received by it in respect of Mortgage Loans
subsequent to the
Cut-off Date (other than in respect of principal and interest due
on the
Mortgage Loans on or before the Cut-off Date) and the following
amounts
required to be deposited hereunder:
(i) all payments
on account of principal on the Mortgage Loans,
including
Principal Prepayments;
(ii) all payments on
account of interest on the Mortgage Loans,
net of the 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;
III-3
<PAGE>
(iv) any amount
required to be deposited by the Master Servicer or
the
Depositor pursuant to Section 3.05(e) in connection with any
losses
on
Permitted Investments for which it is responsible;
(v) any
amounts required to be deposited by the Master Servicer
pursuant
to Section 3.09(c) and in respect of net monthly rental income
from REO
Property pursuant to Section 3.11 hereof;
(vi) all
Substitution Adjustment Amounts;
(vii) all Advances
made by the Master Servicer pursuant to Section
4.01;
and
(viii) any other amounts required to be deposited hereunder.
In addition, with respect to any Mortgage Loan that is subject
to
a buydown agreement, on each Due Date for such Mortgage Loan, in
addition to
the monthly payment remitted by the Mortgagor, the Master Servicer
shall cause
funds to be deposited into the Certificate Account in an amount
required to
cause an amount of interest to be paid with respect to such
Mortgage Loan
equal to the amount of interest that has accrued on such Mortgage
Loan from
the preceding Due Date at the Mortgage Rate net of the Master
Servicing Fee.
The foregoing requirements for remittance by the Master
Servicer
shall be exclusive, it being understood and agreed that, without
limiting the
generality of the foregoing, payments in the nature of prepayment
penalties,
late payment charges or assumption fees, if collected, need 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
III-4
<PAGE>
herein to the contrary notwithstanding. Such direction may be
accomplished by
delivering an Officer's Certificate to the Trustee which describes
the amounts
deposited in error in the Distribution Account. All funds deposited
in the
Distribution Account shall be held by the Trustee in trust for
the
Certificateholders until disbursed in accordance with this
Agreement or
withdrawn in accordance with Section 3.08. In no event shall the
Trustee incur
liability for withdrawals from the Distribution Account at the
direction of
the Master Servicer.
(e) Each institution at which the Certificate Account or the
Distribution Account is maintained shall invest the funds therein
as directed
in writing by the Master Servicer in Permitted Investments, which
shall mature
not later than (i) in the case of the Certificate Account, the
second Business
Day next preceding the related Distribution Account Deposit Date
(except that
if such Permitted Investment is an obligation of the institution
that
maintains such account, then such Permitted Investment shall mature
not later
than the Business Day next preceding such Distribution Account
Deposit Date)
and (ii) in the case of the Distribution Account, the Business Day
next
preceding the Distribution Date (except that if such Permitted
Investment is
an obligation of the institution that maintains such fund or
account, then
such Permitted Investment shall mature not later than such
Distribution Date)
and, in each case, shall not be sold or disposed of prior to its
maturity. All
such Permitted Investments shall be made in the name of the
Trustee, for the
benefit of the Certificateholders. All income and gain net of any
losses
realized from any such investment of funds on deposit in the
Certificate
Account, or the Distribution Account shall be for the benefit of
the Master
Servicer as servicing compensation and shall be remitted to it
monthly as
provided herein. The amount of any realized losses in the
Certificate Account
or the Distribution Account incurred in any such account in respect
of any
such investments shall promptly be deposited by the Master Servicer
in the
Certificate Account or paid to the Trustee for deposit into the
Distribution
Account, as applicable. 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 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 or the Corridor Contract Reserve Fund prior to any change
thereof.
(g) On the Closing Date, the Trustee shall establish and
maintain
in its name, in trust for the benefit of the Holders of the
Covered
Certificates the Corridor Contract Reserve Fund, and shall deposit
$1,000 in
that account upon receipt from or on behalf of the Depositor of
such amount.
All funds on deposit in the Corridor Contract Reserve Fund shall be
held
separate and apart from, and shall not be commingled with, any
other moneys,
including without limitation, other moneys held by the Trustee
pursuant to
this Agreement.
On each Distribution Date, the Trustee shall deposit into the
Corridor Contract Reserve Fund all amounts received in respect of
the Corridor
Contract for the related Interest Accrual Period. The Trustee shall
make
withdrawals from the Corridor Contract Reserve Fund to make
distributions
pursuant to Section 4.09 exclusively (other than as expressly
provided for in
Section 3.08).
Funds in the Corridor Contract Reserve Fund may be invested in
Permitted Investments at the direction of Citibank, N.A., which
Permitted
Investments shall mature not later than the Business Day
immediately preceding
the first Distribution Date that follows the date of such
investment (except
that if such Permitted Investment is an obligation of the
institution that
maintains the Corridor Contract
III-5
<PAGE>
Reserve Fund, then such Permitted Investment shall mature not later
than such
Distribution Date) and shall not be sold or disposed of prior to
maturity. In
the absence of such written direction, all funds in the Corridor
Contract
Reserve Fund shall be invested by the Trustee in The Bank of New
York cash
reserves. All such Permitted Investments shall be made in the name
of the
Trustee, for the benefit of the Holders of the Covered
Certificates. Any net
investment earnings on such amounts shall be retained therein until
withdrawn
as provided in Section 3.08. Any losses incurred in the Corridor
Contract
Reserve Fund in respect of any such investments shall be charged
against
amounts on deposit in the Corridor Contract Reserve Fund (or such
investments)
immediately as realized. The Trustee 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 Corridor Contract Reserve Fund and made in accordance with
this Section
3.05. The Corridor Contract Reserve Fund will not constitute an
asset of any
REMIC created hereunder.
SECTION 3.06. Collection of Taxes, Assessments and Similar
Items;
Escrow Accounts.
(a) To the extent required by the related Mortgage Note and not
violative of current law, the Master Servicer shall establish and
maintain one
or more accounts (each, an "Escrow Account") and deposit and retain
therein
all collections from the Mortgagors (or advances by the Master
Servicer) for
the payment of taxes, assessments, hazard insurance premiums or
comparable
items for the account of the Mortgagors. Nothing herein shall
require the
Master Servicer to compel a Mortgagor to establish an Escrow
Account in
violation of applicable law.
(b) Withdrawals of amounts so collected from the Escrow
Accounts
may be made only to effect timely payment of taxes, assessments,
hazard
insurance premiums, condominium or PUD association dues, or
comparable items,
to reimburse the Master Servicer out of related collections for any
payments
made pursuant to Sections 3.01 hereof (with respect to taxes and
assessments
and insurance premiums) and 3.09 hereof (with respect to hazard
insurance), to
refund to any Mortgagors any sums determined to be overages, to pay
interest,
if required by law or the terms of the related Mortgage or Mortgage
Note, to
Mortgagors on balances in the Escrow Account or to clear and
terminate the
Escrow Account at the termination of this Agreement in accordance
with Section
9.01 hereof. The Escrow Accounts shall not be a part of the Trust
Fund.
(c) The Master Servicer shall advance any payments referred to
in
Section 3.06(a) that are not timely paid by the Mortgagors on the
date when
the tax, premium or other cost for which such payment is intended
is due, but
the Master Servicer shall be required so to advance only to the
extent that
such advances, in the good faith judgment of the Master Servicer,
will be
recoverable by the Master Servicer out of Insurance Proceeds,
Liquidation
Proceeds or otherwise.
SECTION 3.07. Access to Certain Documentation and Information
Regarding the Mortgage Loans.
The Master Servicer shall afford each Seller, the Depositor and
the Trustee reasonable access to all records and documentation
regarding the
Mortgage Loans and all accounts, insurance information and other
matters
relating to this Agreement, such access being afforded without
charge, but
only upon reasonable request and during normal business hours at
the office
designated by the Master Servicer.
Upon reasonable advance notice in writing, the Master Servicer
will provide to each Certificateholder and/or Certificate Owner
which is a
savings and loan association, bank or insurance company certain
reports and
reasonable access to information and documentation regarding the
Mortgage
Loans sufficient to permit such Certificateholder and/or
Certificate Owner to
comply with applicable
III-6
<PAGE>
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,
the Distribution Account and the Corridor Contract
Reserve Fund.
(a) The Master Servicer may from time to time make withdrawals
from the Certificate Account for the following purposes:
(i) to pay to the Master Servicer (to the extent not previously
retained
by the Master Servicer) the servicing compensation to which it
is
entitled pursuant to Section 3.14, and to pay to the Master
Servicer,
as
additional servicing compensation, earnings on or investment
income
with
respect to funds in or credited to the Certificate Account;
(ii) to reimburse each of the Master Servicer and the Trustee
for
unreimbursed Advances made by it, such right of reimbursement
pursuant
to this
subclause (ii) being limited to amounts received on the
Mortgage
Loan(s) in
respect of which any such Advance was made;
(iii) to reimburse each of the Master Servicer and the Trustee
for
any
Nonrecoverable Advance previously made by it;
(iv) to reimburse the Master Servicer for Insured Expenses from
the
related Insurance Proceeds;
(v) to reimburse the Master Servicer for (a) unreimbursed
Servicing
Advances, the Master Servicer's right to reimbursement
pursuant
to this clause (a) with respect to any Mortgage Loan being
limited to
amounts received on such Mortgage Loan(s) which represent
late
recoveries of the payments for which such advances were made
pursuant
to Section 3.01 or Section 3.06 and (b) for unpaid Master
Servicing
Fees as provided in Section 3.11 hereof;
(vi) to pay to the purchaser, with respect to each Mortgage
Loan
or
property acquired in respect thereof that has been purchased
pursuant
to Section
2.02, 2.03 or 3.11, all amounts received thereon after the
date of
such purchase;
(vii) to reimburse the Sellers, the Master Servicer or the
Depositor
for expenses incurred by any of them and reimbursable pursuant
to Section
6.03 hereof;
(viii) to withdraw any amount deposited in the Certificate
Account
and not
required to be deposited therein;
(ix) on or prior to the Distribution Account Deposit Date, to
withdraw
an amount equal to the related Available Funds and the Trustee
Fee for
such Distribution Date and remit such amount to the Trustee for
deposit in
the Distribution Account; and
(x) to
clear and terminate the Certificate Account upon
termination of this Agreement pursuant to Section 9.01 hereof.
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
III-7
<PAGE>
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 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 pursuant to this subclause (v) being limited to
amounts
not otherwise reimbursed to the Trustee pursuant to Section
3.08(a)(iii) hereof;
(vi) to clear and terminate the Distribution Account upon
termination of the Agreement pursuant to Section 9.01 hereof;
and
(vii) [Reserved];
(viii) [Reserved].
(c) The Trustee shall withdraw funds from the Corridor Contract
Reserve Fund for distribution to the Covered Certificates in the
manner
specified in Section 4.09 (and to withhold from the amounts so
withdrawn the
amount of any taxes that it is authorized to retain pursuant to the
second to
last paragraph of Section 8.11). In addition, the Trustee may from
time to
time make withdrawals from the Corridor Contract Reserve Fund for
the
following purposes:
(i) to withdraw any amount deposited in the Corridor Contract
Reserve
Fund and not required to be deposited therein; and
(ii) to clear and terminate the Class Corridor Contract Reserve
Fund upon
the earlier of (x) the reduction of the Class Certificate
Balance of
the Covered Certificates to zero and (y) the termination of
this
Agreement pursuant to Section 9.01.
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<PAGE>
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 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
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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.
(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
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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
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
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<PAGE>
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
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 (to the extent no Advance has been made for
such amount or
any such
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<PAGE>
Advance has been reimbursed) on the Mortgage Loan or related REO
Property, at
the Adjusted Net Mortgage Rate to the Due Date occurring in the
month in which
such amounts are required to be distributed; and fifth, as a
recovery of
principal of the Mortgage Loan. Excess Proceeds, if any, from the
liquidation
of a Liquidated Mortgage Loan will be retained by the Master
Servicer as
additional servicing compensation pursuant to Section 3.14.
The Master Servicer, in its sole discretion, shall have the
right
to purchase for its own account from the Trust Fund any Mortgage
Loan which is
151 days or more delinquent at a price equal to the Purchase Price;
provided,
however, that the Master Servicer may only exercise this right on
or before
the next to the last day of the calendar month in which such
Mortgage Loan
became 151 days delinquent (such month, the "Eligible Repurchase
Month");
provided further, that any such Mortgage Loan which becomes current
but
thereafter becomes delinquent may be purchased by the Master
Servicer pursuant
to this Section in any ensuing Eligible Repurchase Month. The
Purchase Price
for any Mortgage Loan purchased hereunder shall be deposited in
the
Certificate Account and the Trustee, upon receipt of a certificate
from the
Master Servicer in the form of Exhibit N hereto, shall release or
cause to be
released to the purchaser of such Mortgage Loan the related
Mortgage File and
shall execute and deliver such instruments of transfer or
assignment prepared
by the purchaser of such Mortgage Loan, in each case without
recourse, as
shall be necessary to vest in the purchaser of such Mortgage Loan
any Mortgage
Loan released pursuant hereto and the purchaser of such Mortgage
Loan shall
succeed to all the Trustee's right, title and interest in and to
such Mortgage
Loan and all security and documents related thereto. Such
assignment shall be
an assignment outright and not for security. The purchaser of such
Mortgage
Loan shall thereupon own such Mortgage Loan, and all security and
documents,
free of any further obligation to the Trustee or the
Certificateholders with
respect thereto.
(b) The Master Servicer may agree to a modification of any
Mortgage Loan (the "Modified Mortgage Loan") if (i) the
modification is in
lieu of a refinancing and (ii) the Mortgage Rate on the Modified
Mortgage Loan
is approximately a prevailing market rate for newly-originated
mortgage loans
having similar terms and (iii) the Master Servicer purchases the
Modified
Mortgage Loan from the Trust Fund as described below. Effective
immediately
after the modification, and, in any event, on the same Business Day
on which
the modification occurs, all interest of the Trustee in the
Modified Mortgage
Loan shall automatically be deemed transferred and assigned to the
Master
Servicer and all benefits and burdens of ownership thereof,
including the
right to accrued interest thereon from the date of modification and
the risk
of default thereon, shall pass to the Master Servicer. The Master
Servicer
shall promptly deliver to the Trustee a certification of a
Servicing Officer
to the effect that all requirements of this paragraph have been
satisfied with
respect to the Modified Mortgage Loan. For federal income tax
purposes, the
Trustee shall account for such purchase as a prepayment in full of
the
Modified Mortgage Loan.
The Master Servicer shall deposit the Purchase Price for any
Modified Mortgage Loan in the Certificate Account pursuant to
Section 3.05
within one Business Day after the purchase of the Modified Mortgage
Loan. Upon
receipt by the Trustee of written notification of any such deposit
signed by a
Servicing Officer, the Trustee shall release to the Master Servicer
the
related Mortgage File and shall execute and deliver such
instruments of
transfer or assignment, in each case without recourse, as shall be
necessary
to vest in the Master Servicer any Modified Mortgage Loan
previously
transferred and assigned pursuant hereto. The Master Servicer
covenants and
agrees to indemnify the Trust Fund against any liability for any
"prohibited
transaction" taxes and any related interest, additions, and
penalties imposed
on the Trust Fund established hereunder as a result of any
modification of a
Mortgage Loan effected pursuant to this subsection (b), any holding
of a
Modified Mortgage Loan by the Trust Fund or any purchase of a
Modified
Mortgage Loan by the Master Servicer (but such obligation shall not
prevent
the Master Servicer or any other appropriate Person from in good
faith
contesting any such tax in appropriate proceedings and shall not
prevent the
Master Servicer from withholding payment of such tax, if
permitted
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<PAGE>
by law, pending the outcome of such proceedings). The Master
Servicer shall
have no right of reimbursement for any amount paid pursuant to the
foregoing
indemnification, except to the extent that the amount of any tax,
interest,
and penalties, together with interest thereon, is refunded to the
Trust Fund
or the Master Servicer.
SECTION 3.12. Trustee to Cooperate; Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt
by
the Master Servicer of a notification that payment in full will be
escrowed in
a manner customary for such purposes, the Master Servicer will
immediately
notify the Trustee by delivering, or causing to be delivered a
"Request for
Release" substantially in the form of Exhibit N. Upon receipt of
such request,
the Trustee shall promptly release the related Mortgage File to the
Master
Servicer, and the Trustee shall at the Master Servicer's direction
execute and
deliver to the Master Servicer the request for reconveyance, deed
of
reconveyance or release or satisfaction of mortgage or such
instrument
releasing the lien of the Mortgage in each case provided by the
Master
Servicer, together with the Mortgage Note with written evidence
of
cancellation thereon. The Master Servicer is authorized to cause
the removal
from the registration on the MERS System of such Mortgage and to
execute and
deliver, on behalf of the Trustee and the Certificateholders or any
of them,
any and all instruments of satisfaction or cancellation or of
partial or full
release. Expenses incurred in connection with any instrument of
satisfaction
or deed of reconveyance shall be chargeable to the related
Mortgagor. From
time to time and as shall be appropriate for the servicing or
foreclosure of
any Mortgage Loan, including for such purpose, collection under any
policy of
flood insurance, any fidelity bond or errors or omissions policy,
or for the
purposes of effecting a partial release of any Mortgaged Property
from the
lien of the Mortgage or the making of any corrections to the
Mortgage Note or
the Mortgage or any of the other documents included in the Mortgage
File, the
Trustee shall, upon delivery to the Trustee of a Request for
Release in the
form of Exhibit M signed by a Servicing Officer, release the
Mortgage File to
the Master Servicer. Subject to the further limitations set forth
below, the
Master Servicer shall cause the Mortgage File or documents so
released to be
returned to the Trustee when the need therefor by the Master
Servicer no
longer exists, unless the Mortgage Loan is liquidated and the
proceeds thereof
are deposited in the Certificate Account, in which case the Master
Servicer
shall deliver to the Trustee a Request for Release in the form of
Exhibit N,
signed by a Servicing Officer.
If the Master Servicer at any time seeks to initiate a
foreclosure
proceeding in respect of any Mortgaged Property as authorized by
this
Agreement, the Master Servicer shall deliver or cause to be
delivered to the
Trustee, for signature, as appropriate, any court pleadings,
requests for
trustee's sale or other documents necessary to effectuate such
foreclosure or
any legal action brought to obtain judgment against the Mortgagor
on the
Mortgage Note or the Mortgage or to obtain a deficiency judgment or
to enforce
any other remedies or rights provided by the Mortgage Note or the
Mortgage or
otherwise available at law or in equity.
SECTION 3.13. Documents, Records and Funds in Possession of
Master
Servicer to be Held for the Trustee.
Notwithstanding any other provisions of this Agreement, the
Master
Servicer shall transmit to the Trustee as required by this
Agreement all
documents and instruments in respect of a Mortgage Loan coming into
the
possession of the Master Servicer from time to time and shall
account fully to
the Trustee for any funds received by the Master Servicer or which
otherwise
are collected by the Master Servicer as Liquidation Proceeds,
Insurance
Proceeds or Subsequent Recoveries in respect of any Mortgage Loan.
All
Mortgage Files and funds collected or held by, or under the control
of, the
Master Servicer in respect of any Mortgage Loans, whether from the
collection
of principal and interest payments or from Liquidation Proceeds and
any
Subsequent Recoveries, including but not limited to, any funds
on
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<PAGE>
deposit in the Certificate Account, shall be held by the Master
Servicer for
and on behalf of the Trustee and shall be and remain the sole and
exclusive
property of the Trustee, subject to the applicable provisions of
this
Agreement. The Master Servicer also agrees that it shall not
create, incur or
subject any Mortgage File or any funds that are deposited in the
Certificate
Account, Distribution Account or any Escrow Account, or any funds
that
otherwise are or may become due or payable to the Trustee for the
benefit of
the Certificateholders, to any claim, lien, security interest,
judgment, levy,
writ of attachment or other encumbrance, or assert by legal action
or
otherwise any claim or right of setoff against any Mortgage File or
any funds
collected on, or in connection with, a Mortgage Loan, except,
however, that
the Master Servicer shall be entitled to set off against and deduct
from any
such funds any amounts that are properly due and payable to the
Master
Servicer under this Agreement.
SECTION 3.14. Servicing Compensation.
As compensation for its activities hereunder, the Master
Servicer
shall be entitled to retain or withdraw from the Certificate
Account an amount
equal to the Master Servicing Fee; provided, that the aggregate
Master
Servicing Fee with respect to any Distribution Date shall be
reduced (i) by an
amount equal to the aggregate of the Prepayment Interest Shortfalls
on all of
the Mortgage Loans, if any, with respect to such Distribution Date,
but not to
exceed the Compensating Interest for such Distribution Date, and
(ii) with
respect to the first Distribution Date, an amount equal to any
amount to be
deposited into the Distribution Account by the Depositor pursuant
to Section
2.01(a) and not so deposited.
Additional servicing compensation in the form of Excess
Proceeds,
Prepayment Interest Excess, prepayment penalties, assumption fees,
late
payment charges and all income and gain net of any losses realized
from
Permitted Investments shall be retained by the Master Servicer to
the extent
not required to be deposited in the Certificate Account pursuant to
Section
3.05 hereof. The Master Servicer shall be required to pay all
expenses
incurred by it in connection with its master servicing activities
hereunder
(including payment of any premiums for hazard insurance and any
Primary
Insurance Policy and maintenance of the other forms of insurance
coverage
required by this Agreement) and shall not be entitled to
reimbursement
therefor except as specifically provided in this Agreement.
SECTION 3.15. Access to Certain Documentation.
The Master Servicer shall provide to the OTS and the FDIC and
to
comparable regulatory authorities supervising Holders and/or
Certificate
Owners and the examiners and supervisory agents of the OTS, the
FDIC and such
other authorities, access to the documentation regarding the
Mortgage Loans
required by applicable regulations of the OTS and the FDIC. Such
access shall
be afforded without charge, but only upon reasonable and prior
written request
and during normal business hours at the offices designated by the
Master
Servicer. Nothing in this Section shall limit the obligation of the
Master
Servicer to observe any applicable law prohibiting disclosure of
information
regarding the Mortgagors and the failure of the Master Servicer to
provide
access as provided in this Section as a result of such obligation
shall not
constitute a breach of this Section.
As part of its servicing activities, the Master Servicer shall
furnish in accordance with the Fair Credit Reporting Act and its
implementing
regulations, accurate and complete information on its borrower
credit files
related to the Mortgage Loans to the nationally recognized credit
bureaus on a
monthly basis.
SECTION 3.16. Annual Statement as to Compliance.
The Master Servicer shall deliver to the Depositor and the
Trustee
on or before 80 days after the end of the Master Servicer's fiscal
year,
commencing with its 2005 fiscal year, an Officer's
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<PAGE>
Certificate stating, as to the signer thereof, that (i) a review of
the
activities of the Master Servicer during the preceding calendar
year and of
the performance of the Master Servicer under this Agreement has
been made
under such officer's supervision and (ii) to the best of such
officer's
knowledge, based on such review, the Master Servicer has fulfilled
all its
obligations under this Agreement throughout such year, or, if there
has been a
default in the fulfillment of any such obligation, specifying each
such
default known to such officer and the nature and status thereof.
The Trustee
shall forward a copy of each such statement to each Rating
Agency.
SECTION 3.17. Annual Independent Public Accountants' Servicing
Statement.
On or before 80 days after the end of the Master Servicer's
fiscal
year, commencing with its 2005 fiscal year, the Master Servicer at
its expense
shall cause a nationally or regionally recognized firm of
independent public
accountants (who may also render other services to the Master
Servicer, a
Seller or any affiliate thereof)
