EXHIBIT 99.1
------------
The Pooling and Servicing Agreement
<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, 2006
-----------------------------------
ALTERNATIVE LOAN TRUST 2006-OC11
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OC11
=======================
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I DEFINITIONS
SECTION
1.01. Defined
Terms..........................................13
SECTION
1.02. Certain
Interpretive Provisions........................51
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
SECTION
2.01. Conveyance of
Mortgage Loans...........................53
SECTION
2.02. Acceptance by
Trustee of the Mortgage Loans............59
SECTION
2.03. Representations,
Warranties and Covenants of the
Sellers and Master Servicer............................63
SECTION
2.04. Representations
and Warranties of the Depositor as
to the Mortgage Loans..................................66
SECTION
2.05. Delivery of
Opinion of Counsel in Connection with
Substitutions..........................................66
SECTION
2.06. Execution and
Delivery of Certificates.................67
SECTION
2.07. REMIC
Matters..........................................67
SECTION
2.08. Covenants of the
Master Servicer.......................67
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
SECTION
3.01. Master Servicer
to Service Mortgage Loans..............69
SECTION
3.02. Subservicing;
Enforcement of the Obligations of
Subservicers...........................................70
SECTION 3.03.
Rights of the
Depositor, the NIM Insurer and the
Trustee in Respect of the Master Servicer..............70
SECTION
3.04. Trustee to Act
as Master Servicer......................71
SECTION
3.05. Collection of
Mortgage Loan Payments; Certificate
Account; Distribution Account; Carryover Reserve
Fund; Principal Reserve Fund; the Pre-funding
Account; the Capitalized Interest Account..............71
SECTION 3.06.
Collection of Taxes,
Assessments and Similar
Items; Escrow Accounts.................................76
SECTION
3.07. Access to
Certain Documentation and Information
Regarding the Mortgage Loans...........................76
SECTION
3.08. Permitted
Withdrawals from the Certificate
Account, the Distribution Account, the Carryover
Reserve Fund and the Principal Reserve Fund............77
SECTION
3.09. Maintenance of
Hazard Insurance; Maintenance of
Primary Insurance Policies.............................79
SECTION
3.10. Enforcement of
Due-on-Sale Clauses; Assumption
Agreements.............................................80
SECTION
3.11. Realization Upon
Defaulted Mortgage Loans;
Repurchase of Certain Mortgage Loans...................81
SECTION
3.12. Trustee to
Cooperate; Release of Mortgage Files........85
SECTION 3.13.
Documents, Records and
Funds in Possession of
Master Servicer to be Held for the Trustee.............86
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SECTION
3.14. Servicing
Compensation.................................86
SECTION
3.15. Access to
Certain Documentation........................87
SECTION
3.16. Annual Statement
as to Compliance......................87
SECTION
3.17. Errors and
Omissions Insurance; Fidelity Bonds.........87
SECTION
3.18. Notification of
Adjustments............................88
SECTION
3.19. The Swap
Contract......................................88
SECTION
3.20. Prepayment
Charges.....................................90
ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
SECTION
4.01.
Advances...............................................92
SECTION
4.02. Priorities of
Distribution.............................93
SECTION
4.03.
[Reserved].............................................98
SECTION
4.04.
[Reserved].............................................98
SECTION
4.05.
[Reserved].............................................98
SECTION
4.06. Monthly
Statements to Certificateholders...............98
SECTION
4.07. Determination of
Pass-Through Rates for COFI
Certificates...........................................99
SECTION
4.08. Determination of
Pass-Through Rates for LIBOR
Certificates..........................................100
SECTION
4.09. Swap Trust and
Swap Account...........................101
ARTICLE V THE CERTIFICATES
SECTION
5.01. The
Certificates......................................103
SECTION
5.02. Certificate
Register; Registration of Transfer and
Exchange of Certificates..............................104
SECTION
5.03. Mutilated,
Destroyed, Lost or Stolen Certificates.....109
SECTION
5.04. Persons Deemed
Owners.................................109
SECTION
5.05. Access to List
of Certificateholders' Names and
Addresses.............................................109
SECTION
5.06. Maintenance of
Office or Agency.......................110
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER
SECTION
6.01. Respective
Liabilities of the Depositor and the
Master Servicer.......................................111
SECTION
6.02. Merger or
Consolidation of the Depositor or the
Master Servicer.......................................111
SECTION
6.03. Limitation on
Liability of the Depositor, the
Sellers, the Master Servicer, the NIM Insurer and
Others................................................111
SECTION
6.04. Limitation on
Resignation of Master Servicer..........112
ARTICLE VII DEFAULT
SECTION
7.01. Events of
Default.....................................113
SECTION
7.02. Trustee to Act;
Appointment of Successor..............115
SECTION
7.03. Notification to
Certificateholders....................116
ARTICLE VIII CONCERNING THE TRUSTEE
SECTION
8.01. Duties of
Trustee.....................................117
SECTION
8.02. Certain Matters
Affecting the Trustee.................118
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SECTION
8.03. Trustee Not
Liable for Certificates or Mortgage
Loans.................................................119
SECTION
8.04. Trustee May Own
Certificates..........................119
SECTION
8.05. Trustee's Fees
and Expenses...........................119
SECTION
8.06. Eligibility
Requirements for Trustee..................120
SECTION
8.07. Resignation and
Removal of Trustee....................120
SECTION
8.08. Successor
Trustee.....................................121
SECTION 8.09.
Merger or
Consolidation of Trustee....................122
SECTION
8.10. Appointment of
Co-Trustee or Separate Trustee.........122
SECTION
8.11. Tax
Matters...........................................124
SECTION
8.12. Monitoring of
Significance Percentage.................126
ARTICLE IX TERMINATION
SECTION
9.01. Termination upon
Liquidation or Purchase of all
Mortgage Loans........................................128
SECTION
9.02. Final
Distribution on the Certificates................128
SECTION
9.03. Additional
Termination Requirements...................130
SECTION
9.04. Auction of the
Mortgage Loans and REO Properties......131
ARTICLE X MISCELLANEOUS PROVISIONS
SECTION
10.01.
Amendment.............................................135
SECTION
10.02. Recordation of Agreement;
Counterparts................136
SECTION
10.03. Governing
Law.........................................137
SECTION
10.04. Intention of
Parties..................................137
SECTION
10.05.
Notices...............................................138
SECTION
10.06. Severability of
Provisions............................140
SECTION
10.07.
Assignment............................................140
SECTION
10.08. Limitation on Rights of
Certificateholders............140
SECTION
10.09. Inspection and Audit
Rights...........................141
SECTION
10.10. Certificates Nonassessable and Fully
Paid.............141
SECTION
10.11.
[Reserved]............................................141
SECTION
10.12. Protection of
Assets..................................141
SECTION
10.13. Rights of NIM
Insurer.................................141
ARTICLE XI EXCHANGE ACT REPORTING
SECTION
11.01. Filing
Obligations....................................142
SECTION
11.02. Form 10-D
Filings.....................................143
SECTION
11.03. Form 8-K
Filings......................................144
SECTION
11.04. Form 10-K
Filings.....................................144
SECTION
11.05. Sarbanes-Oxley
Certification..........................145
SECTION
11.06. Form 15
Filing........................................145
SECTION
11.07. Report on Assessment of Compliance and
Attestation....145
SECTION
11.08. Use of Subservicers and
Subcontractors................147
SECTION
11.09.
Amendments............................................148
SECTION
11.10. Reconciliation of
Accounts............................148
iii
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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.......S-II-C-1
Schedule III-A:
Representations and Warranties of Countrywide
as to all of 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
as to the Park Monaco Mortgage Loans...............S-III-D-1
Schedule III-E:
Representations and Warranties of Park Sienna
as to the Park Sienna Mortgage Loans...............S-III-E-1
Schedule IV:
Representations and Warranties of the Master Servicer.S-IV-1
Schedule V:
Principal Balance Schedules [if applicable]............S-V-1
Schedule VI: Form of
Monthly Master Servicer Report................S-VI-1
Schedule VII: Prepayment
Charge Schedule...........................S-VII-1
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: Form of Class P
Certificate..............................C-2-1
Exhibit C-3 Form of Class C
Certificate..............................C-3-1
Exhibit D: Form of
Notional Amount Certificate........................D-1
Exhibit E: Form of
Reverse of Certificates............................E-1
Exhibit F-1: Form of Initial
Certification of Trustee (Initial Mortgage
Loans)...................................................F-1-1
Exhibit F-2: Form of Initial
Certification of Trustee (Supplemental
Mortgage Loans)..........................................F-2-1
Exhibit G-1: Form of Delay Delivery
Certification of Trustee (Initial
Mortgage Loans)..........................................G-1-1
Exhibit G-2: Form of Delay Delivery
Certification of Trustee (Supplemental
Mortgage Loans)..........................................G-2-1
Exhibit H-1: Form of Final
Certification of Trustee (Initial Mortgage
Loans)...................................................H-1-1
Exhibit H-2: Form of Final
Certification of Trustee (Supplemental
Mortgage Loans)..........................................H-2-1
Exhibit I: Form of
Transfer Affidavit.................................I-1
Exhibit J-1: Form of Transferor
Certificate (Residual)................J-1-1
Exhibit J-2: Form of Transferor
Certificate (Private).................J-2-1
Exhibit K: Form of
Investment Letter (Non-Rule 144A)..................K-1
Exhibit L-1: Form of Rule 144A
Letter.................................L-1-1
Exhibit L-2: Form ERISA Letter
(Covered Certificates).................L-2-1
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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: Form of
Supplemental Transfer Agreement....................P-1
Exhibit Q: Standard
& Poor's LEVELS(R) Version 5.7 Glossary Revised,
Appendix E.................................................Q-1
Exhibit R: Form of
Swap Contract......................................R-1
Exhibit S-1: Form of Swap Contract
Assignment Agreement...............S-1-1
Exhibit S-2: Form of Swap Contract
Administration Agreement...........S-2-1
Exhibit T: Form of
Officer's Certificate with respect to Prepayments..T-1
Exhibit U: Monthly
Statement..........................................U-1
Exhibit V-1: Form of Performance
Certification (Subservicer)..........V-1-1
Exhibit V-2: Form of Performance
Certification (Trustee)..............V-2-1
Exhibit W: Form of
Servicing Criteria to be Addressed in Assessment of
Compliance
Statement..................................................W-1
Exhibit X: List of
Item 1119 Parties..................................X-1
Exhibit Y: Form of
Sarbanes-Oxley Certification (Replacement Master
Servicer)..................................................Y-1
v
<PAGE>
THIS
POOLING AND SERVICING AGREEMENT, dated as of December 1, 2006,
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 contained in this
Agreement,
the parties to this Agreement 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. The Trust Fund
(excluding the
Pre-funding Account, the Capitalized Interest Account and the
Carryover
Reserve Fund) for federal income tax purposes will consist of three
REMICs
(the "Swap-IO REMIC," the " Strip REMIC" and the "Master REMIC").
Each
Certificate, other than the Class A-R Certificate, will represent
ownership of
one or more regular interests in the Master REMIC for purposes of
the REMIC
Provisions. The Class A-R Certificate will represent ownership of
the sole
class of residual interest in each of the Swap-IO REMIC, the Strip
REMIC and
the Master REMIC. The Master REMIC will hold as assets the several
classes of
uncertificated Strip REMIC Interests (other than the STR-A-R
Interest). Each
Strip REMIC Interest (other than the STR-A-R Interest) is hereby
designated as
a regular interest in the Strip REMIC. The Strip REMIC will hold as
assets the
several classes of uncertificated Swap-IO REMIC Interests (other
than the
SWR-A-R Interest). Each Swap-IO REMIC Interest (other than the
SWR-A-R
Interest) is hereby designated as a regular interest in the Swap-IO
REMIC. The
Swap-IO REMIC will hold as assets all property of the Trust Fund
(excluding
the Pre-funding Account, the Capitalized Interest Account and the
Carryover
Reserve Fund). The latest possible maturity date of all REMIC
regular
interests created in this Agreement shall be the Latest Possible
Maturity
Date.
The Swap
Trust, the Swap Contract and the Swap Account will not
constitute any part of any REMIC.
<PAGE>
SWAP-IO REMIC:
The Swap-IO REMIC Interests will have the principal balances
and
pass-through rates as set forth below:
SWAP-IO
REMIC Interests
Initial Principal Balance(1) Pass-Through Rate
----------------------- ----------------------------
-----------------
SWR-1A
$ 2,666,238.69
(2)
SWR-1B
$ 2,666,238.69
(3)
SWR-2A
$ 3,069,766.10
(2)
SWR-2B
$ 3,069,766.10
(3)
SWR-3A
$ 3,468,424.46
(2)
SWR-3B
$ 3,468,424.46
(3)
SWR-4A
$ 3,860,656.35
(2)
SWR-4B
$ 3,860,656.35
(3)
SWR-5A
$ 4,244,902.21
(2)
SWR-5B
$ 4,244,902.21
(3)
SWR-6A
$ 4,619,610.03
(2)
SWR-6B
$ 4,619,610.03
(3)
SWR-7A
$ 4,983,245.26
(2)
SWR-7B
$ 4,983,245.26
(3)
SWR-8A
$ 5,334,300.99
(2)
SWR-8B
$ 5,334,300.99
(3)
SWR-9A
$ 5,671,308.34
(2)
SWR-9B
$ 5,671,308.34
(3)
SWR-10A
$ 5,992,846.77
(2)
SWR-10B
$ 5,992,846.77
(3)
SWR-11A
$ 6,297,554.51
(2)
SWR-11B
$ 6,297,554.51
(3)
SWR-12A
$ 6,584,138.75
(2)
SWR-12B
$ 6,584,138.75
(3)
SWR-13A
$ 6,851,385.69
(2)
SWR-13B
$ 6,851,385.69
(3)
SWR-14A
$ 7,070,067.14
(2)
SWR-14B
$ 7,070,067.14
(3)
SWR-15A
$ 7,107,216.70
(2)
SWR-15B
$ 7,107,216.70
(3)
SWR-16A
$ 7,049,307.11
(2)
SWR-16B
$ 7,049,307.11
(3)
SWR-17A
$ 6,964,697.04
(2)
SWR-17B
$ 6,964,697.04
(3)
SWR-18A
$ 6,839,462.15
(2)
SWR-18B
$ 6,839,462.15
(3)
SWR-19A
$ 6,714,935.39
(2)
SWR-19B
$ 6,714,935.39
(3)
SWR-20A
$ 6,574,713.93
(2)
SWR-20B
$ 6,574,713.93
(3)
SWR-21A
$ 6,398,039.96
(2)
2
<PAGE>
SWAP-IO
REMIC Interests
Initial Principal Balance(1) Pass-Through Rate
----------------------- ----------------------------
-----------------
SWR-21B
$ 6,398,039.96
(3)
SWR-22A
$ 6,968,529.62
(2)
SWR-22B
$ 6,968,529.62
(3)
SWR-23A
$ 7,005,381.73
(2)
SWR-23B
$ 7,005,381.73
(3)
SWR-24A
$ 6,746,481.98 (2)
SWR-24B
$ 6,746,481.98
(3)
SWR-25A
$ 6,498,094.10
(2)
SWR-25B
$ 6,498,094.10
(3)
SWR-26A
$ 6,259,749.78
(2)
SWR-26B
$ 6,259,749.78
(3)
SWR-27A
$ 6,031,003.25
(2)
SWR-27B
$ 6,031,003.25
(3)
SWR-28A
$ 5,386,994.22
(2)
SWR-28B
$ 5,386,994.22
(3)
SWR-29A
$ 5,053,864.55
(2)
SWR-29B
$ 5,053,864.55
(3)
SWR-30A
$ 4,901,142.28
(2)
SWR-30B
$ 4,901,142.28
(3)
SWR-31A
$ 4,753,036.86
(2)
SWR-31B
$ 4,753,036.86
(3)
SWR-32A
$ 4,609,408.41
(2)
SWR-32B
$ 4,609,408.41
(3)
SWR-33A
$ 4,470,121.29
(2)
SWR-33B
$ 4,470,121.29
(3)
SWR-34A
$ 4,542,833.61
(2)
SWR-34B
$ 4,542,833.61
(3)
SWR-35A
$ 4,393,930.76
(2)
SWR-35B
$ 4,393,930.76
(3)
SWR-36A
$ 4,249,517.08
(2)
SWR-36B
$ 4,249,517.08
(3)
SWR-37A
$ 4,111,184.06
(2)
SWR-37B
$ 4,111,184.06
(3)
SWR-38A
$ 3,977,567.05
(2)
SWR-38B
$ 3,977,567.05
(3)
SWR-39A
$ 3,848,494.27
(2)
SWR-39B
$ 3,848,494.27
(3)
SWR-40A
$ 3,607,256.20
(2)
SWR-40B
$ 3,607,256.20
(3)
SWR-41A
$ 3,496,746.58
(2)
SWR-41B
$ 3,496,746.58
(3)
SWR-42A
$ 3,390,069.52
(2)
SWR-42B
$ 3,390,069.52
(3)
SWR-43A
$ 3,285,590.38
(2)
SWR-43B
$ 3,285,590.38
(3)
3
<PAGE>
SWAP-IO
REMIC Interests
Initial Principal Balance(1) Pass-Through Rate
----------------------- ----------------------------
-----------------
SWR-44A
$ 3,185,392.63
(2)
SWR-44B
$ 3,185,392.63
(3)
SWR-45A
$ 3,088,252.00
(2)
SWR-45B
$ 3,088,252.00
(3)
SWR-46A
$ 2,994,075.00
(2)
SWR-46B
$ 2,994,075.00
(3)
SWR-47A
$ 2,902,698.94
(2)
SWR-47B
$ 2,902,698.94
(3)
SWR-48A
$ 2,814,113.57
(2)
SWR-48B
$ 2,814,113.57
(3)
SWR-49A
$ 2,728,303.36
(2)
SWR-49B
$ 2,728,303.36
(3)
SWR-50A
$ 2,644,984.15
(2)
SWR-50B
$ 2,644,984.15
(3)
SWR-51A
$ 2,564,335.76
(2)
SWR-51B
$ 2,564,335.76
(3)
SWR-52A
$ 2,485,963.57
(2)
SWR-52B
$ 2,485,963.57
(3)
SWR-53A
$
2,410,169.64
(2)
SWR-53B
$ 2,410,169.64
(3)
SWR-54A
$ 2,336,686.35
(2)
SWR-54B
$ 2,336,686.35
(3)
SWR-55A
$ 2,265,396.29
(2)
SWR-55B
$ 2,265,396.29
(3)
SWR-56A
$ 2,196,327.55
(2)
SWR-56B
$ 2,196,327.55
(3)
SWR-57A
$ 2,129,363.97
(2)
SWR-57B
$ 2,129,363.97
(3)
SWR-58A
$ 2,064,441.29
(2)
SWR-58B
$ 2,064,441.29
(3)
SWR-59A
$ 2,630,887.94
(2)
SWR-59B
$ 2,630,887.94
(3)
SWR-60A
$ 2,969,267.21
(2)
SWR-60B
$ 2,969,267.21
(3)
SWR-61A
$ 2,821,748.03
(2)
SWR-61B
$ 2,821,748.03
(3)
SWR-62A
$
2,681,844.10
(2)
SWR-62B
$ 2,681,844.10
(3)
SWR-63A
$ 2,549,137.47
(2)
SWR-63B
$ 2,549,137.47
(3)
SWR-64A
$ 2,423,239.16
(2)
SWR-64B
$ 2,423,239.16
(3)
SWR-65A
$ 1,948,996.67
(2)
SWR-65B
$ 1,948,996.67
(3)
SWR-66A
$ 1,610,310.20
(2)
4
<PAGE>
SWAP-IO
REMIC Interests
Initial Principal Balance(1) Pass-Through Rate
----------------------- ----------------------------
-----------------
SWR-66B
$ 1,610,310.20
(3)
SWR-67A
$ 1,555,672.59
(2)
SWR-67B
$ 1,555,672.59
(3)
SWR-68A
$ 1,502,888.35
(2)
SWR-68B
$ 1,502,888.35
(3)
SWR-69A
$ 1,451,894.63
(2)
SWR-69B
$ 1,451,894.63
(3)
SWR-70A
$ 1,402,630.62
(2)
SWR-70B
$ 1,402,630.62
(3)
SWR-71A
$ 1,355,037.66
(2)
SWR-71B
$ 1,355,037.66
(3)
SWR-72A
$38,515,213.89
(2)
SWR-72B
$38,515,213.89
(3)
SWR-Support
(1)
(5)
SWR-P
$
100.00
(6)
SW-A-R
(7)
(7)
---------------
(1) Scheduled
principal, prepayments and Realized Losses will be allocated
first, to
the SWR-Support Interest and second, to the numbered classes
sequentially (from lowest to highest). Amounts so allocated to
a
numbered
class shall be further allocated among the "A" and "B"
components of such
numbered class pro-rata until the entire class is
reduced to
zero.
(2) Prior to the
73rd Distribution Date, a rate equal to twice the Pool Tax
Cap less
10.00% per annum. On and after the 73rd Distribution Date a
rate equal
to the Pool Tax Cap. The "Pool Tax Cap" means the weighted
average of
the Adjusted Net Mortgage Rates of all the Mortgage Loans.
(3) Prior to the
73rd Distribution Date, a rate equal to the lesser of (i)
10.00% per
annum and (ii) twice the Pool Tax Cap. On and after the 73rd
Distribution Date, a rate equal to the Pool Tax Cap.
(4) On the
Closing Date and on each Distribution Date, following the
allocation
of Principal Amounts and Realized Losses, the principal
balance in
respect of the SWR-Support Interest will equal the excess of
(i) the
sum of (A) the principal balance of the Mortgage Loans (as of
the end of
the Due Period, reduced by principal prepayments received
after the
Due Period that are to be distributed on the Distribution Date
related to
the Due Period) and (B) the amount (if any) in the
Pre-Funding Account over (ii) the principal balance in respect of
the
remaining
Swap-IO REMIC Interests other than the SWR-P and the SWR-A-R
Interests.
(5) A rate equal
to the Pool Tax Cap.
(6) On each
Distribution Date the Class SWR-P Interest is entitled to all
Prepayment
Charges collected with respect to the Mortgage Loans. It pays
no
interest.
5
<PAGE>
(7) The Class
SW-A-R Interest is the sole class of residual interest in the
Swap-IO
REMIC. It has no principal and pays no principal or interest.
On each
Distribution Date, the Available Funds shall be payable with
respect to the Swap-IO REMIC Interests in the following manner:
(1)
Interest. Interest is to be distributed with respect to each
Swap-IO
REMIC Interest at the rate, or according to the formulas, described
above.
(2)
Principal. Principal Distribution Amounts shall be allocated
among
the Swap-IO REMIC Interests as described above.
(3)
Prepayment Penalties. All Prepayment Charges are allocated to
the
SWR-P Interest.
<TABLE>
<CAPTION>
STRIP REMIC:
The Strip
REMIC Regular Interests will have the principal balances,
pass-through rates and corresponding classes of certificates as set
forth in
the following table:
--------------------------------------------------------------------------------------------------------
STRIP REMIC
Initial Principal
Pass-Through
Corresponding Class
Interests
Balance
Rate
of Certificates
--------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
STR-1-A
(1)
(2)
Class 1-A
--------------------------------------------------------------------------------------------------------
STR-2-A-1
(1)
(2)
Class 2-A-1
--------------------------------------------------------------------------------------------------------
STR-2-A-2A
(1)
(2)
Class 2-A-2A
--------------------------------------------------------------------------------------------------------
STR-2-A-2B
(1)
(2)
Class 2-A-2B
--------------------------------------------------------------------------------------------------------
STR-2-A-3
(1)
(2)
Class 2-A-3
--------------------------------------------------------------------------------------------------------
STR-M-1
(1)
(2)
Class M-1
--------------------------------------------------------------------------------------------------------
STR-M-2
(1)
(2)
Class M-2
--------------------------------------------------------------------------------------------------------
STR-M-3
(1)
(2)
Class M-3
--------------------------------------------------------------------------------------------------------
STR-M-4
(1)
(2)
Class M-4
--------------------------------------------------------------------------------------------------------
STR-M-5
(1)
(2)
Class M-5
--------------------------------------------------------------------------------------------------------
STR-M-6
(1)
(2)
Class M-6
--------------------------------------------------------------------------------------------------------
STR-M-7
(1)
(2)
Class M-7
--------------------------------------------------------------------------------------------------------
STR-M-8
(1)
(2)
Class M-8
--------------------------------------------------------------------------------------------------------
STR-$100
$100
(3)
A-R
--------------------------------------------------------------------------------------------------------
STR-C-OC
(4)
(2)
N/A
--------------------------------------------------------------------------------------------------------
STR-C-Swap-IO
(5)
(5)
N/A
--------------------------------------------------------------------------------------------------------
STR-P
$100
(6)
P
--------------------------------------------------------------------------------------------------------
STR-A-R
(7)
(7)
N/A
--------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Strip
REMIC Interest has a principal balance that is initially
equal to 100% of its corresponding Certificate Class issued by the
Master
REMIC. Principal payments, both scheduled and prepaid, Realized
Losses and
Subsequent Recoveries attributable to the SWAP-IO REMIC Interests
held by the
Strip REMIC will be allocated to this class to maintain its size
relative to
its corresponding Certificate Class.
6
<PAGE>
(2) On each
Distribution Date, the pass through rate will equal the "Strip
REMIC Cap." The Strip REMIC Cap will equal the weighted average of
the pass
through rates of the Swap-IO REMIC Interests (other than the Class
SWR-P and
Class SWR-A-R Interests) treating each "B" Interest the cardinal
number of
which (for example, SWR-1B, SWR-2B, SWR-3B, etc.) is not less than
the ordinal
number of the Distribution Date (first Distribution Date, second
Distribution
Date, third Distribution Date, etc., ) as capped at a rate equal to
the
product of (i) 2 and (ii) LIBOR.
(3) This Strip
REMIC Interest pays no interest.
(4) This Strip
REMIC Interest has a principal balance that is initially
equal to 100% of the Overcollateralized Amount. Principal payments,
both
scheduled and prepaid, Realized Losses and Subsequent Recoveries
attributable
to the Swap-IO REMIC Interests held by the Strip REMIC will be
allocated to
this class to maintain its size relative to the Overcollateralized
Amount.
(5) For each
Distribution Date, the STR-C-Swap-IO Interest is entitled to
receive from each Swap REMIC "B" Interest the cardinal number of
which (for
example, SWR-1B, SWR-2B, SWR-3B, etc.) is not less than the ordinal
number of
the Distribution Date (first Distribution Date, second Distribution
Date,
third Distribution Date, etc.) the interest accruing on such
interest in
excess of a per annum rate equal to the product of (i) 2 and (ii)
LIBOR.
(6) The STR-P
Interest is entitled to all amounts payable with respect to
the SWR-P Interest. It pays no interest.
(7) The STR-A-R
Interest is the sole class of residual interest in the Strip
REMIC. It has no principal balance and pays no principal or
interest.
On each
Distribution Date, the Interest Funds and the Principal
Distribution Amount payable with respect to the Swap-IO Interests
shall be
payable with respect to the Strip REMIC Interests in the following
manner:
(1)
Interest. Interest is to be distributed with respect to each
Strip
REMIC Interest at the rate, or according to the formulas, described
above.
(2) Principal. Principal Distribution Amounts shall be allocated
among the
Strip REMIC Interests as described above.
(3) Prepayment Penalties. All Prepayment Charges are allocated to
the STR-P
Interest.
Master REMIC:
The Master
REMIC Certificates will have the original Class Certificate
Balance and Pass-Through Rates as set forth in the following
table:
Original Class
Class
Certificate Balance
Pass-Through Rate
Class 1-A
$224,171,000
(1)
Class 2-A-1
$313,135,200
(1)
7
<PAGE>
Original Class
Class
Certificate Balance
Pass-Through Rate
Class 2-A-2A
$317,808,100
(1)
Class 2-A-2B
$35,312,000
(1)
Class 2-A-3
$118,823,700
(1)
Class M-1
$18,700,000
(1)
Class M-2
$17,050,000
(1)
Class M-3
$9,900,000
(1)
Class M-4
$8,800,000
(1)
Class M-5
$6,050,000
(1)
Class M-6
$7,150,000
(1)
Class M-7
$6,600,000
(1)
Class M-8
$5,500,000
(1)
Class C
(2)
(3)
Class P
$100
(4)
Class A-R
$100
(5)
---------------
(1) The
Certificates will accrue interest at the related Pass-Through
Rates
identified in this Agreement. For federal income tax purposes,
including the
computation of the Class C Distributable Amount and entitlement to
Net Rate
Carryover the pass-through rate in respect of each Class 1
Certificate, Class
2 Certificate and Class M Certificate will be subject to a cap
equal to the
Strip REMIC Cap rather than the Net Rate Cap.
(2) For federal
income tax purposes, the Class C Certificates will be
treated as having a Class Certificate Balance equal to the
Overcollateralized
Amount.
(3 For
each Interest Accrual Period the Class C Certificates are
entitled
to an amount (the "Class C Distributable Amount") equal to the sum
of (a) the
interest payable on the STR-C-Swap-IO Interest, (b) the interest
payable on
the STR-C-OC Interest and (c) a specified portion of the interest
payable on
the Strip REMIC Regular Interests (other than the STR-$100, STR-C
and STR-P
Interests) equal to the excess of the Pool Tax Cap over the
weighted average
interest rate of the Strip REMIC Regular Interests (other than the
STR-$100,
STR-C-OC and STR-P Interests) with each such Class subject to a cap
and a
floor equal to the Pass-Through Rate of the Corresponding Master
REMIC Class.
The Pass-Through Rate of the Class C Certificates shall be a rate
sufficient
to entitle it to an amount equal to all interest accrued on the
Mortgage Loans
less the interest accrued on the other interests issued by the
Master REMIC.
The Class C Distributable Amount for any Distribution Date is
payable from
current interest on the Mortgage Loans and any
Overcollateralization Reduction
Amount for that Distribution Date.
(4) For each
Distribution Date the Class P Certificates are entitled to all
Prepayment Charges distributed with respect to the STR-P
Interest.
(5) The Class
A-R Certificates represent the sole class of residual interest
in each REMIC created hereunder. The Class A-R Certificates are not
entitled
to distributions of interest.
The
foregoing REMIC structure is intended to cause all of the cash
from
the Mortgage Loans to flow through to the Master REMIC as cash flow
on REMIC
regular interests, without
8
<PAGE>
creating any shortfall--actual or potential (other than for credit
losses)--
to any REMIC regular interest. It is not intended that the Class
A-R
Certificates be entitled to any cash flows pursuant to this
Agreement except
as provided in Section 4.02(b) hereunder.
9
<PAGE>
Set forth
below are designations of Classes or Components of
Certificates and other defined terms to the categories used in this
Agreement:
Accretion Directed
Certificates............ None.
Accretion Directed
Components.............. None.
Accrual Certificates.... None.
Accrual Components...... None.
Book-Entry Certificates. All
Classes of Certificates other than
the Physical Certificates.
COFI Certificates....... None.
Component Certificates.. None.
Components....................For purposes of calculating
distributions of
principal and/or interest, the Component
Certificates, if any, will be comprised of
multiple payment components having the
designations, Initial Component Balances or
Notional Amounts, as applicable, and
Pass-Through Rates set forth below:
<TABLE>
<CAPTION>
Initial Component
Designation
Principal Balance
Pass-Through Rate
-----------
-----------------
-----------------
<S>
<C>
<C>
N/A
N/A
N/A
</TABLE>
Delay Certificates...... All
interest-bearing Classes of Certificates
other than the Non-Delay Certificates, if any.
ERISA-Restricted
Certificates............ The
Residual Certificates and the Private
Certificates; and any Certificate of a Class
that does not have or no longer has a rating of
at
least BBB- or its equivalent from at least
one Rating Agency.
Group 1 Certificates..........Group 1 Senior Certificates and the
portions of
the Subordinated Certificates related to Loan
Group 1.
Group 1
Senior Certificates..... The Class
1-A Certificates.
Group 2 Certificates..........Group 2 Senior Certificates and the
portions of
the Subordinated Certificates related to Loan
Group 2.
10
<PAGE>
Group 2
Senior Certificates..... The Class
2-A-1, Class 2-A-2A, Class 2-A-2B and
Class 2-A-3 Certificates.
Inverse Floating Rate
Certificates............ None.
LIBOR Certificates...... The Class
1-A, Class 2-A-1, Class 2-A-2A, Class
2-A-2B, Class 2-A-3, Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7
and Class M-8 Certificates.
Non-Delay Certificates.. The LIBOR
Certificates.
Notional Amount
Certificates............ None.
Offered Certificates.... All
Classes of Certificates other than the
Private Certificates.
Physical Certificates... The
Private Certificates and the Residual
Certificates.
Planned Principal Classes None.
Planned Principal
Components.............. None.
Principal Only Certificates. None.
Private Certificates.... The Class
C and Class P Certificates.
Rating Agencies......... S&P
and Moody's.
Regular Certificates.... All
Classes of Certificates, other than the
Residual Certificates.
Residual Certificates... The Class
A-R Certificates.
Scheduled Principal
Classes................. None.
Senior Certificates..... The Class
1-A, Class 2-A-1, Class 2-A-2A, Class
2-A-2B and
Class 2-A-3 Certificates.
Subordinated Certificates. The Class M-1, Class
M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7 and Class M-8
Certificates.
Targeted Principal
Classes................. None.
11
<PAGE>
Underwriter.............
Countrywide Securities Corporation.
With
respect to any of the foregoing designations as to which the
corresponding reference is "None," all defined terms and provisions
in this
Agreement relating solely to such designations shall be of no force
or effect,
and any calculations in this Agreement incorporating references to
such
designations shall be interpreted without reference to such
designations and
amounts. Defined terms and provisions in this Agreement relating
to
statistical rating agencies not designated above as Rating Agencies
shall be
of no force or effect.
If the sum
of the aggregate Stated Principal Balances of the Initial
Mortgage Loans in Loan Group 1 and Loan Group 2 on the Closing Date
is equal
to or greater than the sum of (x) the aggregate Class Certificate
Balance of
the Offered Certificates, as of such date, and (y) the
Overcollateralized
Amount as of the Closing Date, all references herein to
"Aggregate
Supplemental Purchase Amount", "Aggregate Supplemental Transfer
Amount",
"Capitalized Interest Account", "Capitalized Interest Requirement",
"Funding
Period", "Funding Period Distribution Date", "Remaining Pre-funded
Amount",
"Pre-funded Amount", "Supplemental Cut-off Date", "Pre-funding
Account",
"Supplemental Mortgage Loan", "Supplemental Transfer Agreement"
and
"Supplemental Transfer Date" with respect to that Loan Group shall
be of no
force or effect and all provisions herein related thereto shall
similarly be
of no force or effect.
12
<PAGE>
ARTICLE I
DEFINITIONS
SECTION
1.01.
Defined Terms.
Whenever
used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following
meanings:
40-Year
Mortgage Loans: The Mortgage Loans that have original terms to
maturity of 40-years.
Acceptable
Bid Amount: Either (i) a bid equal to or greater than the
Minimum Auction Amount or (ii) the highest bid submitted by a
Qualified Bidder
in an auction if the Directing Certificateholder agrees to pay the
related
Auction Supplement Amount.
Account:
Any Escrow Account, the Certificate Account, the Distribution
Account, the Carryover Reserve Fund, the Principal Reserve Fund,
the
Pre-funding Account, the Capitalized Interest Account, the Swap
Account or any
other account related to the Trust Fund or the Mortgage Loans.
Accretion
Directed Classes: As
specified in the Preliminary Statement.
Additional
Designated Information: As defined in Section 11.02.
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 related
Expense Fee
Rate.
Adjusted
Replacement Upfront Amount: As defined in Section 3.19.
Adjustment
Date: A date specified
in each Mortgage Note as a date on
which the Mortgage Rate on the related Mortgage Loan will be
adjusted.
Advance:
As to each Loan Group, the payment required to be made by the
Master Servicer with respect to any Distribution Date pursuant to
Section
4.01, the amount of any such payment being equal to the aggregate
of payments
of principal and interest (net of the Master Servicing Fee) on the
Mortgage
Loans in such Loan Group that were due on the related Due Date and
not
received by the Master Servicer as of the close of business on the
related
Determination Date, together with an amount equivalent to interest
on each
Mortgage Loan as to which the related Mortgaged Property is an REO
Property,
net of any net income from such REO Property, less the aggregate
amount of any
such delinquent payments that the Master Servicer has determined
would
constitute a Nonrecoverable Advance if advanced.
Aggregate
Supplemental Purchase Amount: With respect to any Supplemental
Transfer Date and Loan Group, the applicable "Aggregate
Supplemental Purchase
Amount" identified in the related Supplemental Transfer Agreement
for such
Loan Group, which shall be an estimate
13
<PAGE>
of the aggregate Stated Principal Balances of the Supplemental
Mortgage Loans
to be included in such Loan Group identified in such Supplemental
Transfer
Agreement.
Aggregate
Supplemental Transfer Amount: With respect to any Supplemental
Transfer Date and Loan Group, the aggregate Stated Principal
Balance as of the
related Supplemental Cut-off Date of the Supplemental Mortgage
Loans to be
included in such Loan Group conveyed on such Supplemental Transfer
Date, as
listed on the revised Mortgage Loan Schedule delivered pursuant to
Section
2.01(f); provided, however, that such amount shall not exceed the
amount on
deposit in the Pre-funding Account allocated to purchasing
Supplemental
Mortgage Loans for such Loan Group.
Agreement:
This Pooling and Servicing Agreement and all amendments or
supplements this Pooling and Servicing Agreement.
Amount
Held for Future Distribution: As to any Distribution Date and
each Loan Group, the aggregate amount held in the Certificate
Account at the
close of business on the related Determination Date on account of
(i)
Principal Prepayments received after the related Prepayment Period
and
Liquidation Proceeds and Subsequent Recoveries received in the
month of such
Distribution Date relating to such Loan Group and (ii) all
Scheduled Payments
relating to such Loan Group due after the related Due Date.
Applied
Realized Loss Amount: With respect to any Distribution Date and
the LIBOR Certificates, the sum of the Realized Losses which are to
be applied
in reduction of the Class Certificate Balances of any such Class
of
Certificates pursuant to this Agreement, which, in the case of
the
Subordinated Certificates, shall equal the amount, if any, by which
the
aggregate Class Certificate Balance of all LIBOR Certificates
(after all
distributions of principal on such Distribution Date) exceeds the
sum of the
aggregate Stated Principal Balance of the Mortgage Loans and the
amount on
deposit in the Pre-funding Account as of the Due Date in the month
in which
such Distribution Date occurs (after giving effect to Principal
Prepayments
and Liquidation Proceeds allocated to principal and Subsequent
Recoveries
received in the related Prepayment Period). With respect to the
Group 1 Senior
Certificates and any Distribution Date on which the aggregate
Class
Certificate Balance of the Subordinated Certificates and Class C
Certificates
is equal to zero, the amount, if any, by which the Class
Certificate Balance
of the Group 1 Senior Certificates (after all distributions of
principal on
such Distribution Date) exceeds the aggregate Stated Principal
Balance of the
Group 1 Mortgage Loans as of the Due Date in the month in which
such
Distribution Date occurs (after giving effect to Principal
Prepayments and
Liquidation Proceeds allocated to principal and Subsequent
Recoveries received
in the related Prepayment Period). With respect to each Class of
Group 2
Senior Certificates and any Distribution Date on which the
aggregate Class
Certificate Balance of the Subordinated Certificates and Class C
Certificates
is equal to zero, the pro rata share (based on the Class
Certificate Balance
of each such Class) of the amount, if any, by which the aggregate
Class
Certificate Balance of the Group 2 Senior Certificates (after
all
distributions of principal on such Distribution Date) exceeds the
aggregate
Stated Principal Balance of the Group 2 Mortgage Loans as of the
Due Date in
the month in which such Distribution Date occurs (after giving
effect to
Principal Prepayments and Liquidation Proceeds allocated to
principal and
Subsequent Recoveries received in the related Prepayment
Period).
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
14
<PAGE>
Refinancing Mortgage Loan, the lesser of (a) the value of the
Mortgaged
Property based upon the appraisal made at the time of the
origination of such
Mortgage Loan and (b) the sales price of the Mortgaged Property at
the time of
the origination of such Mortgage Loan; (ii) with respect to a
Refinancing
Mortgage Loan other than a Streamlined Documentation Mortgage Loan,
the value
of the Mortgaged Property based upon the appraisal made-at the time
of the
origination of such Refinancing Mortgage Loan; and (iii) with
respect to a
Streamlined Documentation Mortgage Loan, (a) if the loan-to-value
ratio with
respect to the Original Mortgage Loan at the time of the
origination thereof
was 80% or less and the loan amount of the new mortgage loan is
$650,000 or
less, the value of the Mortgaged Property based upon the appraisal
made at the
time of the origination of the Original Mortgage Loan and (b) if
the
loan-to-value ratio with respect to the Original Mortgage Loan at
the time of
the origination thereof was greater than 80% or the loan amount of
the new
mortgage 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.
Auction
Supplement Amount: As
defined in Section 9.04(c).
Bankruptcy
Code: The United
States Bankruptcy Reform Act of 1978, as
amended.
Bid
Determination Date: As
defined in Section 9.04(b).
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: The separate Eligible Account
designated
as such and created and maintained by the Trustee pursuant to
Section 3.05(i)
hereof. The Capitalized Interest Account shall be treated as an
"outside
reserve fund" under applicable Treasury regulations and shall not
be part of
the REMIC. Except as provided in Section 3.05(i) hereof, any
investment
earnings on the amounts on deposit in the Capitalized Interest
Account shall
be treated as owned by the Depositor and will be taxable to the
Depositor.
Capitalized Interest Requirement: With respect to each Funding
Period
Distribution Date and Loan Group, the excess, if any, of (a) the
sum of (1)
Current Interest for each Class of related Certificates in the
Certificate
Group related to such Loan Group for such Distribution Date, plus
(2) the
Trustee Fee, over (b) with respect to each Mortgage Loan in the
related Loan
Group, (1) 1/12 of the product of the related Adjusted Mortgage
Rate and the
related Stated Principal Balance as of the related Due Date (prior
to giving
effect to any Scheduled Payment due on such Mortgage Loan on such
Due Date).
On the Closing Date, the amount deposited in the Capitalized
Interest Account
shall be $1,532,298.05.
Carryover
Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 3.05(g) in
the name of
the Trustee for the benefit of the Holders of the Offered
Certificates and
designated "The Bank of New York in trust for registered holders of
CWALT,
Inc., Alternative Loan Trust 2006-OC11, Mortgage Pass-Through
15
<PAGE>
Certificates, Series 2006-OC11." Funds in the Carryover Reserve
Fund shall be
held in trust for the Holders of the Offered Certificates for the
uses and
purposes set forth in this Agreement.
Certificate: Any one of the Certificates executed by the Trustee
in
substantially the forms attached this Agreement 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, initially Countrywide Bank, N.A., 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 2006-OC11, Mortgage
Pass-Through
Certificates Series 2006-OC11."
Certificate Balance: With respect to any Certificate (other than
the
Class C Certificates) at any date, the maximum dollar amount of
principal to
which the Holder thereof is then entitled under this Agreement,
such amount
being equal to the Denomination of that Certificate (A) plus, with
respect to
the LIBOR Certificates, any increase to the Certificate Balance of
such
Certificate pursuant to Section 4.02 due to the receipt of
Subsequent
Recoveries and (B) minus the sum of (i) all distributions of
principal
previously made with respect to that Certificate and (ii) with
respect to the
LIBOR Certificates, any Applied Realized Loss Amounts allocated to
such
Certificate on previous Distribution Dates pursuant to Section 4.02
without
duplication.
Certificate Group: The
Group 1 Certificates or the Group 2
Certificates, as the context requires.
Certificateholder or Holder: The person in whose name a Certificate
is
registered in the Certificate Register, except that, solely for the
purpose of
giving any consent pursuant to this Agreement, any Certificate
registered in
the name of the Depositor or any affiliate of the Depositor shall
be deemed
not to be Outstanding and the Percentage Interest evidenced thereby
shall not
be taken into account in determining whether the requisite amount
of
Percentage Interests necessary to effect such consent has been
obtained;
provided, however, that if any such Person (including the
Depositor) owns 100%
of the Percentage Interests evidenced by a Class of Certificates,
such
Certificates shall be deemed to be Outstanding for purposes of any
provision
of this Agreement (other than the second sentence of Section 10.01)
that
requires the consent of the Holders of Certificates of a particular
Class as a
condition to the taking of any action under this Agreement. 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.
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 under this Agreement, 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.
Certification Party:
As defined in Section 11.05.
16
<PAGE>
Certifying
Person: As defined in
Section 11.05.
Class:
All Certificates
bearing the same class designation as set
forth in the Preliminary Statement.
Class C
Distributable Amount:
As defined in the Preliminary Statement.
Class
Certificate Balance: With respect to any Class of Certificates
other than the Class C Certificates and as to any date of
determination, the
aggregate of the Certificate Balances of all Certificates of such
Class as of
such date. With respect to the Class C Certificates and any
Distribution Date,
the excess, if any, of the aggregate Stated Principal Balance of
the Mortgage
Loans as of the Due Date in the prior calendar month (after giving
effect to
Principal Prepayments, the principal portion of any Liquidation
Proceeds and
any Subsequent Recoveries received in the Prepayment Period related
to that
prior Due Date) over the aggregate Class Certificate Balance of the
Offered
Certificates and the Class P Certificates immediately prior to
that
Distribution Date.
Class P
Certificate: Any Certificate designated as a "Class P
Certificate" on the face thereof, in the form of Exhibit C-2
hereto,
representing the right to distributions as set forth herein.
Class P
Principal Distribution Date: The first Distribution Date that
occurs after the end of the latest Prepayment Charge Period for all
Mortgage
Loans that have a Prepayment Charge.
Closing
Date: December 29,
2006.
Code:
The Internal Revenue
Code of 1986, including any successor or
amendatory provisions.
COFI:
The Monthly Weighted
Average Cost of Funds Index for the
Eleventh District Savings Institutions published by the Federal
Home Loan
Bank of San Francisco.
COFI
Certificates: As
specified in the Preliminary Statement.
Commission: The U.S.
Securities and Exchange Commission.
Compensating Interest: As to any Distribution Date, an amount equal
to
the product of 50% and the aggregate Master Servicing Fee payable
to the
Master Servicer for that Distribution Date.
Component:
As specified in the
Preliminary Statement.
Component
Balance: Not applicable.
Component
Certificates: As
specified in the Preliminary Statement.
Component
Notional Amount: Not
applicable.
17
<PAGE>
Confirmation: The confirmation, Global No. N546958N, with a trade
date
of December 15, 2006 evidencing a transaction between the Swap
Counterparty
and Countrywide relating to the Swap Contract.
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, 4W, New
York, New York 10286 (Attn: Mortgage-Backed Securities Group,
CWALT, Inc.
Series 2006-OC11, facsimile no. (212) 815-3986), and which is the
address to
which notices to and correspondence with the Trustee should be
directed.
Countrywide:
Countrywide Home Loans, Inc., a New York corporation and
its successors and assigns, in its capacity as the seller of the
Countrywide
Mortgage Loans to the Depositor.
Countrywide Mortgage Loans: The Mortgage Loans identified as
such on
the Mortgage Loan Schedule for which Countrywide is the applicable
Seller.
Countrywide Servicing: Countrywide Home Loans Servicing LP, a
Texas
limited partnership and its successors and assigns.
Covered
Certificates: The LIBOR Certificates.
Cumulative
Loss Trigger Event: With respect to a Distribution Date on or
after the Stepdown Date, the aggregate amount of Realized Losses on
the
Mortgage Loans from (and including) the Cut-off Date to (and
including) the
related Due Date (reduced by the aggregate amount of Subsequent
Recoveries
received from the Cut-off Date through the Prepayment Period
related to that
Due Date) exceeds the applicable percentage, for such Distribution
Date, of
the sum of the Initial Cut-off Date Pool Principal Balance and the
Pre-funded
Amount as set forth below:
Distribution Date
Percentage
-----------------
----------
18
<PAGE>
Distribution Date
Percentage
-----------------
----------
January 2009 - December 2009..... 0.40% with respect to January
2009, plus an
additional 1/12th of 0.55% for each
month thereafter through December 2009
January 2010 - December 2010..... 0.95% with respect to January
2010, plus an
additional 1/12th of 0.70% for each
month thereafter through December 2010
January 2011 - December 2011..... 1.65% with respect to January
2011, plus an
additional 1/12th of 0.75% for each
month thereafter through December 2011
January 2012 - December 2012..... 2.40% with respect to January
2012, plus an
additional 1/12th of 0.40% for each
month thereafter through December 2012
January 2013 - December 2013..... 2.80% with respect to January
2013, plus an
additional 1/12th of 0.50% for each
month thereafter through December 2013
January 2014 and thereafter...... 2.85%
Current
Interest: With respect to each Class of Offered Certificates
and
each Distribution Date, the interest accrued at the applicable
Pass-Through
Rate for the applicable Interest Accrual Period on the Class
Certificate
Balance of such Class immediately prior to such Distribution
Date.
Cut-off
Date: In the case of any Initial Mortgage Loan, the Initial
Cut-off Date, and in the case of any Supplemental Mortgage Loan,
the related
Supplemental Cut-off Date.
Cut-off
Date Pool Principal Balance: An amount equal to the sum of (x)
the Initial Cut-off Date Pool Principal Balance plus (y) the
amount, if any,
deposited in the Pre-funding Account on the Closing Date.
Cut-off
Date Principal Balance: As to any Mortgage Loan, the Stated
Prinicpal Balance therof 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 that became final
and
non-appealable, except such a reduction resulting from a Deficient
Valuation
or any reduction that results in a permanent forgiveness of
principal.
Defective
Mortgage Loan: Any Mortgage Loan that is required to be
repurchased pursuant to Section 2.02 or 2.03.
19
<PAGE>
Deficient
Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an
amount less
than the then-outstanding indebtedness under the Mortgage Loan, or
any
reduction in the amount of principal to be paid in connection with
any
Scheduled Payment that results in a permanent forgiveness of
principal, which
valuation or reduction results from an order of such court which is
final and
non-appealable in a proceeding under the Bankruptcy Code.
Definitive
Certificates: Any Certificate evidenced by a Physical
Certificate and any Certificate issued in lieu of a Book-Entry
Certificate
pursuant to Section 5.02(e).
Delay
Certificates: As specified in the Preliminary Statement.
Delay
Delivery Certification: As defined in Section 2.02(a).
Delay
Delivery Mortgage Loans: The Mortgage Loans for which all or a
portion of a related Mortgage File is not delivered to the Trustee
on the
Closing Date or Supplemental Transfer Date, as applicable. The
number of Delay
Delivery Mortgage Loans shall not exceed 50% of the aggregate
number of
Initial Mortgage Loans in each Loan Group and 90% of the
Supplemental Mortgage
Loans in each Loan Group conveyed on the related Supplemental
Transfer Date.
To the extent that Countrywide Servicing 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 Servicing 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).
Delinquency Trigger Event: With respect to a Distribution Date on
or
after the Stepdown Date, the Rolling Sixty-Day Delinquency Rate
equals or
exceeds the product of (x) the Senior Enhancement Percentage for
such
Distribution Date and (y) the applicable percentage listed below
for the most
senior Class of outstanding LIBOR Certificates:
Class
Percentage
---------------- ------------
Senior
Certificates... 41.35%
M-1............ 52.00%
M-2............ 68.00%
M-3............ 83.00%
M-4............ 103.25%
M-5............ 124.00%
M-6............ 162.25%
M-7............ 227.25%
M-8............ 341.00%
Denomination: With respect to each Certificate, the amount set
forth on
the face of that Certificate 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.
20
<PAGE>
Depository: The
initial Depository shall be The Depository Trust
Company, the nominee of which is CEDE & Co., as the registered
Holder of the
Book-Entry Certificates. The Depository shall at all times
be a "clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform
Commercial Code
of the State of New York.
Depository
Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
Determination Date: As to any Distribution Date, the 22nd day of
each
month or, if such 22nd day is not a Business Day, the next
preceding Business
Day; provided, however, that if such 22nd day or such Business Day,
whichever
is applicable, is less than two Business Days prior to the
related
Distribution Date, the Determination Date shall be the first
Business Day that
is two Business Days preceding such Distribution Date.
Directing
Certificateholder: As
defined in Section 9.04(a).
Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05(d) 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
2006-OC11,
Mortgage Pass-Through Certificates, Series 2006-OC11." 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 2007.
Due Date:
With respect to a Mortgage Loan, the date on which Scheduled
Payments are due on that Mortgage Loan. With respect to any
Distribution Date,
the related Due Date is the first day of the calendar month in
which that
Distribution Date occurs.
Due
Period: Not
applicable.
EDGAR:
The Commission's
Electronic Data Gathering, Analysis and
Retrieval system.
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 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
21
<PAGE>
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.
Eligible
EPD Protected Mortgage Loan: A Mortgage Loan that (i) was
originated not more than one year prior to the Closing Date, (ii)
was
purchased by a Seller or one of its affiliates pursuant to a
purchase
agreement containing provisions under which the seller thereunder
has become
obligated to repurchase such Mortgage Loan from Countrywide due to
a Scheduled
Payment due on or prior to the first Scheduled Payment owing to the
Trust Fund
becoming delinquent and (iii) was not purchased through Countrywide
Home Loan
Inc.'s Correspondent Lending Division.
ERISA:
The Employee
Retirement Income Security Act of 1974, as amended.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that meets the requirements of
the
Underwriter's Exemption.
ERISA-Restricted Certificate: As specified in the Preliminary
Statement.
Escrow
Account: The Eligible Account or Accounts established and
maintained pursuant to Section 3.06(a).
Event of
Default: As defined in
Section 7.01.
Excess
Cashflow: With respect to any Distribution Date the sum of (i)
the amount remaining as set forth in Section 4.02(a)(iv)(B), (ii)
the amount
remaining as set forth in Section 4.02(b)(i)(C) or 4.02(b)(ii)(C),
as
applicable, in each case for such Distribution Date and (iii)
the
Overcollateralization Reduction Amount for that Distribution Date,
if any.
Excess
Overcollateralization Amount: With respect to any Distribution
Date, the excess, if any, of the Overcollateralized Amount for
the
Distribution Date over the Overcollateralization Target Amount for
the
Distribution Date.
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
22
<PAGE>
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.
Exchange
Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
Exchange
Act Reports: Any reports on Form 10-D, Form 8-K and Form 10-K
required to be filed by the Depositor with respect to the Trust
Fund under the
Exchange Act.
Expense
Fee: As to each Mortgage Loan and any Distribution Date, the
product of the related Expense Fee Rate and its Stated Principal
Balance as of
that Distribution Date.
Expense
Fee Rate: As to each
Mortgage Loan and any date of
determination, the sum of (a) the related Master Servicing Fee Rate
and (b)
the Trustee Fee Rate.
Extra
Principal Distribution Amount: With respect to any Distribution
Date and Loan Group, the product of (a) the lesser of (1) the
Overcollateralization Deficiency Amount and (2) the Excess Cashflow
available
for payment pursuant to Section 4.02(c) and (b) a fraction, the
numerator of
which is the Principal Remittance Amount for such Loan Group and
the
denominator of which is the sum of the Principal Remittance Amounts
for both
Loan Groups.
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 to the
Federal Home Loan Mortgage Corporation.
Final
Certification: As
defined in Section 2.02(a).
FIRREA:
The Financial
Institutions Reform, Recovery, and Enforcement
Act of 1989.
Fitch:
Fitch, Inc., or any successor thereto. If Fitch is designated
as a Rating Agency in the Preliminary Statement, for purposes
of
Section 10.05(b) the address for notices to Fitch shall be Fitch,
Inc., One
State Street Plaza, New York, New York 10004, Attention: Residential
Mortgage Surveillance Group, or such other address as Fitch may
hereafter
furnish to the Depositor and the Master Servicer.
FNMA: The
Federal National Mortgage Association, a federally chartered
and privately owned corporation organized and existing under the
Federal
National Mortgage Association Charter Act, or any successor to the
Federal
National Mortgage Association.
Form 10-D
Disclosure Item: With respect to any Person, any material
litigation or governmental proceedings pending (a) against such
Person, or (b)
against any of the Trust Fund, the Depositor, the Trustee, any
co-trustee, the
Master Servicer or any Subservicer, if such Person has actual
knowledge
thereof.
Form 10-K
Disclosure Item: With respect to any Person, (a) any Form 10-D
Disclosure Item, and (b) any affiliations or relationships between
such Person
and any Item 1119 Party.
23
<PAGE>
Funding
Period: The period from the Closing Date until the earliest of
(i) the date on which the amount on deposit in the Pre-funding
Account is less
than $150,000, or (ii) an Event of Default occurs or (iii) January
31, 2007.
Funding
Period Distribution Date: Each Distribution Date during the
Funding Period and, if the Funding Period ends after the
Distribution Date in
a month, the immediately succeeding Distribution Date.
Gross
Margin: The percentage set forth in the related Mortgage Note
for
the Mortgage Loans to be added to One-Year LIBOR for use in
determining the
Mortgage Rate on each Adjustment Date, and which is set forth in
the Mortgage
Loan Schedule.
Group 1
Mortgage Loans: The
Mortgage Loans in Loan Group 1.
Group 1
Overcollateralization Reduction Amount: For any Distribution
Date, the Overcollateralization Reduction Amount for such
Distribution Date
multiplied by a fraction, the numerator of which is the Principal
Remittance
Amount for Loan Group 1 for such Distribution Date, and the
denominator of
which is the aggregate Principal Remittance Amount for Loan Group 1
and Loan
Group 2 for such Distribution Date.
Group 1
Principal Distribution Target Amount: For any Distribution
Date,
the excess of (1) the Class Certificate Balance of the Group 1
Senior
Certificates immediately prior to such Distribution Date, over (2)
the lesser
of (i) 83.50% of the aggregate Stated Principal Balance of the
Mortgage Loans
in Loan Group 1 as of the Due Date in the month of that
Distribution Date
(after giving effect to Principal Prepayments received in the
related
Prepayment Period) and (ii) the aggregate Stated Principal Balance
of the
Mortgage Loans in Loan Group 1 as of the Due Date in the month of
that
Distribution Date (after giving effect to Principal Prepayments
received in
the related Prepayment Period) minus (a) with respect to any
Distribution Date
prior to the Distribution Date in January 2027, an amount equal to
0.35% of
the sum of the aggregate Stated Principal Balance of the Initial
Mortgage
Loans in Loan Group 1 as of the Initial Cut -off Date and the
portion of the
Pre-funded Amount allocated to Loan Group 1 and (b) on any
Distribution Date
on or after the Distribution Date in January 2027, the greater of
(x) 0.35% of
the sum of the aggregate Stated Principal Balance of the Initial
Mortgage
Loans in Loan Group 1 as of the Initial Cut -off Date and the
portion of the
Pre-funded Amount allocated to Loan Group 1 and (y) the sum of (I)
the
aggregate Stated Principal Balance of the 40-Year Mortgage Loans in
Loan Group
1 as of the Due Date in the month of that Distribution Date (after
giving
effect to Principal Prepayments received in the related Prepayment
Period) and
(II) 0.10% of the sum of the aggregate Stated Principal Balance of
the Initial
Mortgage Loans in Loan Group 1 as of the Initial Cut-off Date and
the portion
of the Pre-funded Amount allocated to Loan Group 1.
Group 1
Senior Principal Distribution Amount: For any Distribution
Date,
the product of (x) the Senior Principal Distribution Target Amount
and (y) a
fraction, the numerator of which is the Group 1 Principal
Distribution Target
Amount and the denominator of which is the sum of the Group 1
Principal
Distribution Target Amount and the Group 2 Principal Distribution
Target
Amount.
Group 2
Mortgage Loans: The
Mortgage Loans in Loan Group 2.
24
<PAGE>
Group 2
Overcollateralization Reduction Amount: For any Distribution
Date, the Overcollateralization Reduction Amount for such
Distribution Date
multiplied by a fraction, the numerator of which is the Principal
Remittance
Amount for Loan Group 2 for such Distribution Date, and the
denominator of
which is the aggregate Principal Remittance Amount for Loan Group 1
and Loan
Group 2 for such Distribution Date.
Group 2
Principal Distribution Target Amount: For any Distribution
Date,
the excess of (1) the aggregate Class Certificate Balance of the
Group 2
Senior Certificates immediately prior to such Distribution Date,
over (2) the
lesser of (i) 83.50% of the aggregate Stated Principal Balance of
the Mortgage
Loans in Loan Group 2 as of the Due Date in the month of that
Distribution
Date (after giving effect to Principal Prepayments received in the
related
Prepayment Period) and (ii) the aggregate Stated Principal Balance
of the
Mortgage Loans in Loan Group 2 as of the Due Date in the month of
that
Distribution Date (after giving effect to Principal Prepayments
received in
the related Prepayment Period) minus (a) with respect to any
Distribution Date
prior to the Distribution Date in January 2027, an amount equal to
0.35% of
the sum of the aggregate Stated Principal Balance of the Initial
Mortgage
Loans in Loan Group 2 as of the Initial Cut -off Date and the
portion of the
Pre-funded Amount allocated to Loan Group 2 and (b) on any
Distribution Date
on or after the Distribution Date in January 2027, the greater of
(x) 0.35% of
the sum of the aggregate Stated Principal Balance of the Initial
Mortgage
Loans in Loan Group 2 as of the Initial Cut -off Date and the
portion of the
Pre-funded Amount allocated to Loan Group 2 and (y) the sum of (I)
the
aggregate Stated Principal Balance of the 40-Year Mortgage Loans in
Loan Group
2 as of the Due Date in the month of that Distribution Date (after
giving
effect to Principal Prepayments received in the related Prepayment
Period) and
(II) 0.10% of the sum of the aggregate Stated Principal Balance of
the Initial
Mortgage Loans in Loan Group 2 as of the Initial Cut-off Date and
the portion
of the Pre-funded Amount allocated to Loan Group 2.
Group 2
Senior Principal Distribution Amount: For any Distribution
Date,
the product of (x) the Senior Principal Distribution Target Amount
and (y) a
fraction, the numerator of which is the Group 2 Principal
Distribution Target
Amount and the denominator of which is the sum of the Group 1
Principal
Distribution Target Amount and the Group 2 Principal Distribution
Target
Amount.
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).
Initial
Component Balance: As
specified in the Preliminary Statement.
Initial
Cut-off Date: With respect to any Initial Mortgage Loan, the
later of (i) the date of origination of such Mortgage Loan and (ii)
December
1, 2006.
Initial
Cut-off Date Pool Principal Balance: $831,332,896.22.
25
<PAGE>
Initial
Mortgage Loan: With respect to any Mortgage Loan included in
Loan Group 1 or Loan Group 2, a Mortgage Loan conveyed to the Trust
Fund on
the Closing Date pursuant to this Agreement as identified on the
Mortgage Loan
Schedule delivered to the Trustee on the Closing Date.
Initial Periodic
Rate Cap: As to each Mortgage Loan and the related
Mortgage Note, the provision therein that limits permissible
increases and
decreases in the Mortgage Rate on the first Adjustment Date for
that Mortgage
Loan to not more than the amount set forth therein.
Insurance
Policy: With respect to any Mortgage Loan included in the
Trust Fund, any insurance policy, including all riders and
endorsements
thereto in effect, including any replacement policy or policies for
any
Insurance Policies.
Insurance
Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in
such
Insurance Proceeds in respect of Insured Expenses.
Insured
Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.
Interest
Accrual Period: With respect to each Class of Delay
Certificates, its corresponding REMIC Regular Interest and any
Distribution
Date, the calendar month prior to the month of such Distribution
Date. With
respect to any Class of Non-Delay Certificates, its corresponding
REMIC
Regular Interest and any Distribution Date, the period commencing
on the
Distribution Date in the month preceding the month in which such
Distribution
Date occurs (other than the first Distribution Date, for which it
is the
Closing Date) and ending on the day preceding such Distribution
Date. Interest
on any Delay Certificates shall be calculated on the basis of a
360-day year
consisting of twelve 30-day months. Interest on any Non-Delay
Certificates
shall be calculated on the basis of a 360-day year and the actual
number of
days elapsed in the applicable Interest Accrual Period.
Interest
Carry Forward Amount: With respect to each Class of Offered
Certificates and each Distribution Date, the excess of (i) the
Current
Interest for such Class with respect to prior Distribution Dates
over (ii) the
amount actually distributed to such Class with respect to interest
on such
prior Distribution Dates.
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
Funds: With respect to any Distribution Date and Loan Group,
the excess of the Interest Remittance Amount for that Loan Group
plus the
portion of any Adjusted Replacement Upfront Amount allocated to
that Loan
Group over the portion of the Trustee Fee for such Distribution
Date allocable
to such Loan Group.
Interest
Remittance Amount: With respect to the Mortgage Loans in a Loan
Group and any Distribution Date, (x) the sum, without duplication,
of (i) all
scheduled interest on the Mortgage Loans in that Loan Group due on
the related
Due Date and received on or prior to the
26
<PAGE>
related Determination Date, less the related Master Servicing Fees
and any
payments made in respect of premiums on Lender PMI Mortgage Loans,
(ii) all
interest on Principal Prepayments on the Mortgage Loans in that
Loan Group,
other than Prepayment Interest Excess, (iii) all Advances relating
to interest
with respect to the Mortgage Loans in that Loan Group, (iv) all
Compensating
Interest with respect to the Mortgage Loans in that Loan Group,
(v)
Liquidation Proceeds with respect to the Mortgage Loans in that
Loan Group
during the related Prepayment Period (to the extent such
Liquidation Proceeds
relate to interest) and (vi) with respect to each Loan Group, on
each Funding
Period Distribution Date, the amount, if any, transferred from the
Capitalized
Interest Account in respect of the applicable Capitalized Interest
Requirement
with respect to such Loan Group, less (y) all reimbursements to the
Master
Servicer since the immediately preceding Due Date for Advances of
interest
previously made allocable to such Loan Group.
Investment
Letter: As defined in Section 5.02(b).
ISDA
Master Agreement: The 1992 ISDA Master Agreement (Multicurrency
-
Cross Border), including the Schedule and Credit Support Annex
thereto, dated
December 29, 2006, between the Swap Counterparty and the Swap
Contract
Administrator.
Item 1119
Party: The Depositor, any Seller, the Master Servicer, the
Trustee, any Subservicer, any originator identified in the
Prospectus
Supplement, the Swap Counterparty and any other material
transaction party, as
identified in Exhibit X hereto, as updated pursuant to Section
11.04.
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 Mortgagor) acquires the Primary Insurance Policy
and charges
the related Mortgagor 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.
Limited
Exchange Act Reporting Obligations: The obligations of the
Master Servicer under Section 3.16(b), Section 6.02 and Section
6.04 with
respect to notice and information to be provided to the Depositor
and Article
XI (except Section 11.07(a)(1) and (2)).
Liquidated
Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that 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.
27
<PAGE>
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in
connection with the partial or complete liquidation of defaulted
Mortgage
Loans, whether through trustee's sale, foreclosure sale or
otherwise or
amounts received in connection with any condemnation or partial
release of a
Mortgaged Property and any other proceeds received in connection
with an REO
Property, less the sum of related unreimbursed Master Servicing
Fees,
Servicing Advances and Advances.
Loan
Group: Any of Loan Group 1 and Loan Group 2, as applicable.
Loan Group
1: All Mortgage Loans
identified as Group 1 Mortgage Loans
on the Mortgage Loan Schedule.
Loan Group
2: All Mortgage Loans
identified as Group 2 Mortgage Loans
on the Mortgage Loan Schedule.
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
that date of
determination and the denominator of which is the Appraised Value
of the
related Mortgaged Property.
Lost
Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Maintenance: With respect to any Cooperative Unit, the rent paid by
the
Mortgagor to the Cooperative Corporation pursuant to the
Proprietary Lease.
Majority in Interest:
As to any Class of Regular Certificates, the
Holders of Certificates of such Class evidencing, in the aggregate,
at least
51% of the Percentage Interests evidenced by all Certificates of
such Class.
Master
REMIC: As described in
the Preliminary Statement.
Master
Servicer: Countrywide
Home Loans Servicing LP, a Texas limited
partnership, and its successors and assigns, in its capacity as
master
servicer hereunder.
Master
Servicer Advance Date:
As to any Distribution Date, 12:30 p.m.
Pacific time on the Business Day immediately preceding such
Distribution Date.
Master
Servicing Fee: 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, the per
annum rate set forth on the Mortgage Loan Schedule for such
Mortgage Loan.
Maximum
Mortgage Rate: With
respect to each Mortgage Loan, the maximum
rate of interest set forth as such in the related Mortgage
Note.
28
<PAGE>
MERS:
Mortgage Electronic
Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or
any
successor to Mortgage Electronic Registration Systems, Inc.
MERS
Mortgage Loan: Any
Mortgage Loan registered with MERS on the
MERS(R) System.
MERS(R)
System: The system of recording transfers of mortgages
electronically maintained by MERS.
MIN:
The mortgage
identification number for any MERS Mortgage Loan.
Minimum
Auction Amount: With respect to any auction of the Mortgage
Loans and any REO Properties pursuant to Section 9.04, the sum of
(i) the
Termination Price that would be payable by the NIM Insurer if the
Optional
Termination were exercised in the following calendar month pursuant
to Section
9.01 and (ii) all reasonable fees and expenses incurred by the
Trustee in
connection with any auction conducted pursuant to Section 9.04.
Minimum Mortgage
Rate: With respect to each Mortgage Loan, the minimum
rate of interest set forth as such in the related Mortgage Note,
which, with
respect to certain Mortgage Loans is equal to the related Gross
Margin.
MOM Loan:
Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee for the originator of such Mortgage Loan and its
successors
and assigns.
Monthly
Statement: The
statement delivered to the Certificateholders
pursuant to Section 4.06.
Moody's:
Moody's Investors
Service, Inc., or any successor thereto.
If Moody's is designated as a Rating Agency in the Preliminary
Statement, for
purposes of Section 10.05(b) the address for notices to Moody's
shall be
Moody's Investors Service, Inc., 99 Church Street, New York, New
York 10007,
Attention: Residential Pass-Through Monitoring, or such other
address as
Moody's may hereafter furnish to the Depositor or the Master
Servicer.
Mortgage:
The mortgage, deed of trust or other instrument creating a
first lien on an estate in fee simple or leasehold interest in real
property
securing a Mortgage Note.
Mortgage
File: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents
delivered to the
Trustee to be added to the Mortgage File pursuant to this
Agreement.
Mortgage
Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Master Servicer to reflect the addition of
Substitute Mortgage
Loans, the addition of any Supplemental Mortgage Loans pursuant to
the
provisions of this Agreement and any Supplemental Transfer
Agreement and the
deletion of Deleted Mortgage Loans pursuant to the provisions of
this
Agreement) transferred to the Trustee as part of the Trust Fund and
from time
to time subject to this Agreement, attached to this Agreement as
Schedule I,
setting forth the following information with respect to each
Mortgage Loan:
29
<PAGE>
(i) the loan number;
(ii) the Loan
Group;
(iii) the Mortgagor's name and the street address of the
Mortgaged
Property, including the zip code;
(iv) the maturity date;
(v) the original principal balance;
(vi) the Cut-off Date Principal Balance;
(vii) the first payment date of the Mortgage Loan;
(viii) the Scheduled Payment in effect as of the Cut-off Date;
(ix) the Loan-to-Value Ratio at origination;
(x) a code indicating whether the residential dwelling at the
time
of origination was represented to be owner-occupied;
(xi) a code indicating whether the residential dwelling is
either
(a) a detached or attached single family dwelling, (b) a
dwelling
in a de minimis PUD, (c) a condominium unit or PUD (other than
a
de minimis PUD) or (d) a two- to four-unit residential property
or
(e) a Cooperative Unit;
(xii) the Mortgage Rate as of the Cut-off Date, the Gross
Margin,
the Initial Periodic Rate Cap, the Subsequent Periodic Rate
Cap,
the Maximum Mortgage Rate and the Minimum Mortgage Rate;
(xiii) the initial Adjustment Date and the Master Servicing Fee
Rate both before and after the initial Adjustment Date for each
Mortgage Loan;
(xiv) 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;
(xv) the purpose for the Mortgage Loan;
(xvi) the type of documentation program pursuant to which the
Mortgage Loan was originated;
(xvii) 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;
(xviii) the direct servicer of such Mortgage Loan as of the
Cut-off Date; and
30
<PAGE>
(xix) a code indicating whether the Mortgage Loan is a MERS
Mortgage Loan.
Such
schedule shall also set forth the total of the amounts
described
under (iv) and (v) above for all of the Mortgage Loans and for each
Loan
Group. Countrywide shall update the Mortgage Loan Schedule in
connection with
each Supplemental Transfer Agreement within a reasonable period of
time after
delivery to it of the Schedule of Supplemental Mortgage Loans
attached to the
related Supplemental Transfer Agreement as Schedule A thereto.
Mortgage
Loans: Such of the mortgage loans as from time to time are
transferred and assigned to the Trustee pursuant to the provisions
of this
Agreement and any Supplemental Transfer Agreement and that are held
as a part
of the Trust Fund (including any REO Property), the mortgage loans
so held
being identified in the Mortgage Loan Schedule, notwithstanding
foreclosure or
other acquisition of title of the related Mortgaged Property.
Mortgage
Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage Loan.
Mortgage
Pool: The aggregate of the Mortgage Loans identified in the
Mortgage Loan Schedule.
Mortgage
Rate: The annual rate of interest borne by a Mortgage Note from
time to time, net of any interest premium charged by the mortgagee
to obtain
or maintain any Primary Insurance Policy.
Mortgaged
Property: The underlying property securing a Mortgage Loan,
which, with respect to a Cooperative Loan, is the related Coop
Shares and
Proprietary Lease.
Mortgagor:
The obligor(s) on a
Mortgage Note.
National
Cost of Funds Index:
The National Monthly Median Cost of
Funds Ratio to SAIF-Insured Institutions published by the Office of
Thrift
Supervision.
Net
Prepayment Interest Shortfalls: As to any Distribution Date and
Loan
Group, the excess of the amount of the aggregate Prepayment
Interest
Shortfalls for that Loan Group for that Distribution Date over the
sum of (i)
the Compensating Interest for such Loan Group and Distribution Date
and (ii)
the excess, if any, of the Compensating Interest for the other Loan
Group for
such Distribution Date over the Prepayment Interest Shortfall for
such other
Loan Group.
Net Rate
Cap: For each Distribution Date and the Senior Certificates the
weighted average Adjusted Net Mortgage Rate on the Mortgage Loans
in the
related Loan Group as of the Due Date in the prior calendar month
(after
giving effect to Principal Prepayments received in the Prepayment
Period
related to that prior Due Date), adjusted to an effective rate
reflecting the
accrual of interest on the basis of a 360-day year and the actual
number of
days that elapsed in the related Interest Accrual Period, minus the
Swap
Adjustment Rate for such Distribution Date and the related Loan
Group. For
each Distribution Date and the Subordinated Certificates, the
Subordinate Net
Rate Cap.
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<PAGE>
Net Rate
Carryover: For any Class of LIBOR Certificates and any
Distribution Date, the sum of (A) the excess of (i) the amount of
interest
that such Class would otherwise have accrued for such Distribution
Date had
the Pass-Through Rate for such Class not been determined based on
the
applicable Net Rate Cap, over (ii) the amount of interest accrued
on such
Class at the applicable Net Rate Cap for such Distribution Date and
(B) the
unpaid portion of any such excess for such Class for all previous
Distribution
Dates not previously paid pursuant to Section 4.02, together with
interest
thereon at the then applicable Pass-Through Rate for such Class,
without
giving effect to the applicable Net Rate Cap.
Net Swap
Payment: With respect to any Distribution Date and payment by
the Swap Contract Administrator to the Swap Counterparty, the
excess, if any,
of the "Fixed Amount" (as defined in the Swap Contract) with
respect to such
Distribution Date over the "Floating Amount" (as defined in the
Swap Contract)
with respect to such Distribution Date. With respect to any
Distribution Date
and payment by the Swap Counterparty to the Swap Contract
Administrator, the
excess, if any, of the "Floating Amount" (as defined in the Swap
Contract)
with respect to such Distribution Date over the "Fixed Amount" (as
defined in
the Swap Contract) with respect to such Distribution Date.
NIM
Insurer: Any insurer guarantying at the request of Countrywide
certain payments under notes backed or secured by the Class C or
Class P
Certificates.
Non-Delay
Certificates: As specified in the Preliminary Statement.
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: Not
applicable.
Notional
Amount Certificates:
As specified in the Preliminary
Statement.
OC Floor:
With respect to any Distribution Date prior to the
Distribution Date in January 2027, an amount equal to 0.35% of the
sum of the
Initial Cut-off Date Pool Principal Balance and the Pre-funded
Amount. With
respect to any Distribution Date on or after the Distribution Date
in January
2027, the greater of (a) 0.35% of the sum of the Initial Cut-off
Date Pool
Principal Balance and the Pre-funded Amount and (b) the sum of (x)
the
aggregate Stated Principal Balance of the 40-Year Mortgage Loans as
of the Due
Date in the month of that Distribution Date (after giving effect to
Principal
Prepayments received in the related Prepayment Period) and (y)
0.10% of the
sum of the Initial Cut-off Date Pool Principal Balance and the
Pre-funded
Amount.
Offered
Certificates: As
specified in the Preliminary Statement.
32
<PAGE>
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, (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 or
(iv) in the
case of any other Person, signed by an authorized officer of such
Person.
One-Year
LIBOR: As of any date of determination, the per annum rate
equal to the average of the London interbank offered rates for
one-year U.S.
dollar deposits in the London market, generally as set forth in
either The
Wall Street Journal or some other source generally accepted in the
residential
mortgage loan origination business and specified in the related
Mortgage Note,
or, if such rate ceases to be published in The Wall Street Journal
or becomes
unavailable for any reason, then based upon a new index selected by
the Master
Servicer, based on comparable information, in each case, as most
recently
announced as of either 45 days prior to, or the first business day
of the
month immediately preceding the month of, such Adjustment Date.
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 Fund provided
hereunder pursuant to clause (a) of the first sentence of Section
9.01.
Optional
Termination Date: The first Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans is less
than or equal
to 10% of the Cut-off Date Pool Principal Balance.
Original
Mortgage Loan: The mortgage loan refinanced in connection with
the origination of a Refinancing Mortgage Loan.
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:
33
<PAGE>
(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 the end of the related
Prepayment Period
and which did not become a Liquidated Mortgage Loan prior to the
end of the
related Prepayment Period.
Overcollateralization Deficiency Amount: With respect to any
Distribution Date, the amount, if any, by which the
Overcollateralization
Target Amount exceeds the Overcollateralized Amount on such
Distribution Date
(after giving effect to distributions in respect of the Principal
Remittance
Amount for each Loan Group on such Distribution Date).
Overcollateralization Reduction Amount: With respect to any
Distribution
Date, the amount equal to the lesser of (i) the Excess
Overcollateralization
Amount for the Distribution Date and (ii) the Principal Remittance
Amount for
Loan Group 1 and Loan Group 2 for the Distribution Date.
Overcollateralization Target Amount: With respect to any
Distribution
Date, (i) prior to the Stepdown Date, an amount equal to the
greater of (a)
the product of (1) 1.00% and (2) the sum of the Initial Cut-Off
Date Pool
Principal Balance and the Pre-funded Amount and (b) the OC Floor,
and (ii) on
or after the Stepdown Date, an amount equal to the greater of (a)
the product
of (1) 2.00% and (2) the aggregate Stated Principal Balance of the
Mortgage
Loans as of the Due Date in the month of that Distribution Date
(after giving
effect to Principal Prepayments, the principal portion of any
Liquidation
Proceeds and any Subsequent Recoveries received in the related
Prepayment
Period) and (b) the OC Floor; provided, however, that if a Trigger
Event is in
effect on any Distribution Date, the Overcollateralization Target
Amount will
be the Overcollateralization Target Amount as in effect for the
prior
Distribution Date.
Overcollateralized Amount: For any Distribution Date, the amount,
if
any, by which (x) the aggregate Stated Principal Balance of the
Mortgage Loans
as of the Due Date in the month of that Distribution Date (after
giving effect
to Principal Prepayments, the principal portion of any Liquidation
Proceeds
and any Subsequent Recoveries received in the related Prepayment
Period) and
any amount on deposit in the Pre-Funding Account on the
Distribution Date
exceeds (y) the aggregate Class Certificate Balance of the
Offered
Certificates as of such Distribution Date (after giving effect
to
distributions of the Principal Remittance Amount for each Loan
Group to be
made on such Distribution Date and, in the case of the Distribution
Date
immediately following the end of the Funding Period, any amounts to
be
released from the Pre-funding Account).
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.
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<PAGE>
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.
Pass-Through Margin: With respect to the Interest Accrual Period
for any
Distribution Date and Class of LIBOR Certificates, the per annum
rate
indicated in the following table:
-------------------------------------------------------------
Pass-Through Pass-Through
Class
Margin (1)
Margin (2)
-------------------------------------------------------------
Class 1-A............
0.160%
0.320%
-------------------------------------------------------------
Class 2-A-1..........
0.100%
0.200%
-------------------------------------------------------------
Class 2-A-2A.........
0.170%
0.340%
-------------------------------------------------------------
Class 2-A-2B.........
0.220%
0.440%
-------------------------------------------------------------
Class 2-A-3..........
0.240%
0.480%
-------------------------------------------------------------
Class M-1............
0.290%
0.435%
-------------------------------------------------------------
Class M-2............
0.300%
0.450%
-------------------------------------------------------------
Class M-3............
0.320%
0.480%
-------------------------------------------------------------
Class M-4............
0.410%
0.615%
-------------------------------------------------------------
Class M-5............
0.440%
0.660%
-------------------------------------------------------------
Class M-6............
0.500%
0.750%
-------------------------------------------------------------
Class M-7............
1.150%
1.725%
-------------------------------------------------------------
Class
M-8............
1.500%
2.250%
-------------------------------------------------------------
(1) For the
Interest Accrual Period related to any Distribution
Date occurring on or prior to the Optional Termination Date.
(2) For the
Interest Accrual Period related to any Distribution
Date occurring after the Optional Termination Date.
Pass-Through Rate: With respect to any Interest Accrual Period and
each
Class of LIBOR Certificates the lesser of (x) LIBOR for such
Interest Accrual
Period plus the Pass-Through Margin for such Class and Interest
Accrual Period
and (y) the applicable Net Rate Cap for such Class and the
related
Distribution Date.
35
<PAGE>
Percentage
Interest: As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made on the
related Class,
such percentage interest being set forth on the face thereof or
equal to the
percentage obtained by dividing the Denomination of such
Certificate by the
aggregate of the Denominations of all Certificates of the same
Class. With
respect to the Class C, Class P and Class A-R Certificates, the
portion of the
Class evidenced thereby, expressed as a percentage, as stated on
the face of
such Certificate.
Performance Certification: As defined in Section 11.05.
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
36
<PAGE>
(vii) such other relatively risk free investments bearing
interest
or sold at a discount acceptable to each Rating Agency as will
not
result in the downgrading or withdrawal of the rating then
assigned to the Certificates by either Rating Agency, as
evidenced
by a signed writing delivered by each Rating Agency, and
reasonably acceptable to the NIM Insurer, as evidenced by a
signed
writing delivered by the NIM Insurer;
provided, that no such instrument shall be a Permitted Investment
if such
instrument evidences the right to receive interest only payments
with respect
to the obligations underlying such instrument.
Permitted
Transferee: Any person other than (i) the United States, any
State or political subdivision thereof, or any agency or
instrumentality of
any of the foregoing, (ii) a foreign government, International
Organization or
any agency or instrumentality of either of the foregoing, (iii)
an
organization (except certain farmers' cooperatives described in
Section 521 of
the Code) which is exempt from tax imposed by Chapter 1 of the Code
(including
the tax imposed by Section 511 of the Code on unrelated business
taxable
income) on any excess inclusions (as defined in Section 860E(c)(1)
of the
Code) with respect to any Residual Certificate, (iv) rural electric
and
telephone cooperatives described in Section 1381(a)(2)(C) of the
Code, (v) an
"electing large partnership" as defined in Section 775 of the Code,
(vi) a
Person that is not a citizen or resident of the United States, a
corporation,
partnership, or other entity created or organized in or under the
laws of the
United States, any state thereof or the District of Columbia, or an
estate or
trust whose income from sources without the United States is
includible in
gross income for United States federal income tax purposes
regardless of its
connection with the conduct of a trade or business within the
United States or
a trust if a court within the United States is able to exercise
primary
supervision over the administration of the trust and one or more
United States
persons have the authority to control all substantial decisions of
the trust
unless such Person has furnished the transferor and the Trustee
with a duly
completed Internal Revenue Service Form W-8ECI or any applicable
successor
form, and (vii) any other Person so designated by the Depositor
based upon an
Opinion of Counsel that the Transfer of an Ownership Interest in a
Residual
Certificate to such Person may cause any REMIC created under this
Agreement to
fail to qualify as a REMIC at any time that the Certificates are
outstanding.
The terms "United States," "State" and "International Organization"
shall have
the meanings set forth in Section 7701 of the Code or successor
provisions. A
corporation will not be treated as an instrumentality of the United
States or
of any State or political subdivision thereof for these purposes if
all of its
activities are subject to tax and, with the exception of the
Federal Home Loan
Mortgage Corporation, a majority of its board of directors is not
selected by
such government unit.
Person:
Any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company,
trust,
unincorporated organization or government, or any agency or
political
subdivision thereof.
Physical
Certificate: As
specified in the Preliminary Statement.
Pool
Characteristics: With
respect to the Mortgage Loans in Loan Group
1 and Loan Group 2 as of the Cut-off Date, the related
characteristics set
forth in the fifth bullet point under
37
<PAGE>
"The Mortgage Pool--Conveyance of Supplemental Mortgage Loans" set
forth on
page S-67 of the Prospectus Supplement.
Pool
Stated Principal Balance: The aggregate of the Stated Principal
Balances of the Outstanding Mortgage Loans plus the amount on
deposit in the
Pre-funding Account, exclusive of any investment income included
therein.
Pool Tax
Cap: As defined in the
Preliminary Statement.
Pre-funded
Amount: The amount
deposited in the Pre-funding Account on
the Closing Date, which shall equal $268,667,103.78
Pre-funding 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
2006-OC11,
Mortgage Pass-Through Certificates, Series 2006-OC11, Offered
Certificates."
Funds in the Pre-funding Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement and
shall not be a part of any REMIC created hereunder; provided,
however, that
any investment income earned from Permitted Investments made with
funds in the
Pre-funding Account shall be for the account of the Depositor.
Prepayment
Charge: With respect to any Mortgage Loan, the charges or
premiums, if any, due in connection with a full or partial
prepayment of such
Mortgage Loan within the related Prepayment Charge Period in
accordance with
the terms thereof.
Prepayment
Charge Amount: As to any Distribution Date, the sum of the
Prepayment Charges collected on the Mortgage Loans during the
related
Prepayment Period and any amounts paid pursuant to Section 3.20
with respect
to such Distribution Date.
Prepayment
Charge Period: With respect to any Mortgage Loan, the period
of time during which a Prepayment Charge may be imposed.
Prepayment
Charge Schedule: As of the Cut off Date with respect to each
Mortgage Loan, a list attached hereto as Schedule VII (including
the
prepayment charge summary attached thereto), setting forth the
following
information with respect to each Prepayment Charge:
(i) the Mortgage Loan identifying number;
(ii) a code indicating the type of Prepayment Charge;
(iii) the state of origination of the related Mortgage Loan;
(iv) the date on which the first monthly payment was due on the
related
Mortgage Loan;
(v) the term of the related Prepayment Charge; and
(vi) the principal balance of the related Mortgage Loan as of
the
Cut off
Date.
38
<PAGE>
As of the
Closing Date, the Prepayment Charge Schedule shall contain the
necessary information for each Mortgage Loan. The Prepayment Charge
Schedule
shall be amended from time to time by the Master Servicer in
accordance with
the provisions of this Agreement and a copy of each related
amendment shall be
furnished by the Master Servicer to the Class P and Class C
Certificateholders
and the NIM Insurer.
Prepayment
Interest Excess: As to any Principal Prepayment received by
the Master Servicer from the first day through the fifteenth day of
any
calendar month (other than the calendar month in which the Initial
Cut-off
Date occurs), all amounts paid by the related Mortgagor in respect
of interest
on such Principal Prepayment. All Prepayment Interest Excess shall
be paid to
the Master Servicer as additional master servicing
compensation.
Prepayment
Interest Shortfall: As to any Distribution Date, Mortgage
Loan and Principal Prepayment received on or after the sixteenth
day of the
month preceding the month of such Distribution Date (or, in the
case of the
first Distribution Date, on or after December 1, 2006) 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 related Master Servicing Fee Rate, on such Principal
Prepayment
exceeds the amount of interest paid in connection with such
Principal
Prepayment.
Prepayment
Period: As to any Distribution Date and the related Due Date,
the period from the 16th day of the calendar month immediately
preceding the
month in which the Distribution Date occurs (or, in the case of the
first
Distribution Date, from December 1, 2006) through the 15th day of
the calendar
month in which the Distribution Date occurs.
Primary
Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any
Mortgage
Loan.
Prime
Rate: The prime commercial lending rate of The Bank of New
York,
as publicly announced to be in effect from time to time. The Prime
Rate shall
be adjusted automatically, without notice, on the effective date of
any change
in such prime commercial lending rate. The Prime Rate is not
necessarily The
Bank of New York's lowest rate of interest.
Principal
Distribution Amount: With respect to each Distribution Date
and Loan Group, the sum of: (i) (1) the Principal Remittance Amount
for such
Loan Group and Distribution Date, less any portion of such amount
used to
cover any payment due to the Swap Counterparty with respect to
such
Distribution Date, and (2) the Extra Principal Distribution Amount
for such
Loan Group and Distribution Date minus (ii) (1) the Group 1
Overcollateralization Reduction Amount for the Distribution Date,
in the case
of Loan Group 1, and (2) the Group 2 Overcollateralization
Reduction Amount
for the Distribution Date, in the case of Loan Group 2.
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.
39
<PAGE>
Principal
Prepayment in Full:
Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.
Principal
Remittance Amount: As to any Distribution Date and either Loan
Group, (x) the sum, without duplication, of (a) the principal
portion of each
Scheduled Payment (without giving effect to any reductions thereof
caused by
any Debt Service Reductions or Deficient Valuations) due on each
Mortgage Loan
in that Loan Group (other than a Liquidated Mortgage Loan) on the
related Due
Date, (b) the principal portion of the Purchase Price of each
Mortgage Loan in
that Loan Group that was repurchased by the applicable Seller or
purchased by
the Master Servicer pursuant to this Agreement as of such
Distribution Date,
(c) the Substitution Adjustment Amount in connection with any
Deleted Mortgage
Loan in that Loan Group received with respect to such Distribution
Date, (d)
any Insurance Proceeds or Liquidation Proceeds allocable to
recoveries of
principal of Mortgage Loans in that Loan Group that are not yet
Liquidated
Mortgage Loans received during the calendar month preceding the
month of such
Distribution Date, (e) with respect to each Mortgage Loan in that
Loan Group
that became a Liquidated Mortgage Loan during the related
Prepayment Period,
the amount of the Liquidation Proceeds allocable to principal
received during
such Prepayment Period with respect to such Mortgage Loan, (f) all
Principal
Prepayments on the Mortgage Loans in that Loan Group received
during the
related Prepayment Period, (g) any Subsequent Recoveries on the
Mortgage Loans
in that Loan Group received during the related Prepayment Period
and (h) with
respect to the last Funding Period Distribution Date, the related
Remaining
Pre-funded Amount minus (y) all Advances on the Mortgage Loans in
that Loan
Group relating to principal and certain expenses reimbursable
pursuant to
Section 6.03 and reimbursed since the immediately preceding Due
Date.
Principal
Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 3.05(c) in
the name of
the Trustee for the benefit of the Holders of the Class P
Certificates and
designated "The Bank of New York in trust for registered holders of
CWALT,
Inc., Alternative Loan Trust 2006-OC11, Mortgage Pass-Through
Certificates,
Series 2006-OC11." Funds in the Principal Reserve Fund shall be
held in trust
for the Holders of the Class P Certificates for the uses and
purposes set
forth in this Agreement.
Priority
Amount: Not
applicable.
Priority
Percentage: Not
applicable.
Private
Certificate: As
specified in the Preliminary Statement.
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 November 14, 2006 generally relating
to mortgage pass-through certificates to be sold by the
Depositor.
Prospectus
Supplement: The
prospectus supplement dated December 27,
2006 relating to the Offered Certificates.
PUD:
Planned Unit
Development.
40
<PAGE>
Purchase
Price: With respect to any Mortgage Loan required to be
purchased by the applicable Seller pursuant to Section 2.02 or 2.03
or
purchased at the option of the Master Servicer pursuant to Section
3.11, an
amount equal to the sum of (i) 100% of the unpaid principal balance
of the
Mortgage Loan on the date of such purchase, (ii) accrued interest
thereon at
the applicable Mortgage Rate (or at the applicable Adjusted
Mortgage Rate if
(x) the purchaser is the Master Servicer or (y) if the purchaser
is
Countrywide and Countrywide is an affiliate of the Master Servicer)
from the
date through which interest was last paid by the Mortgagor to the
Due Date in
the month in which the Purchase Price is to be distributed to
Certificateholders and (iii) costs and damages incurred by the
Trust Fund in
connection with a repurchase pursuant to Section 2.03 that arises
out of a
violation of any predatory or abusive lending law with respect to
the related
Mortgage Loan.
Qualified
Bidder: With respect to any auction pursuant to Section 9.04,
any institution that is a regular purchaser and/or seller in the
secondary
market of residential mortgage loans as determined by the Trustee
(or any
advisor on its behalf), in its sole discretion, and any holder of
an interest
in the Class C Certificates; provided, however, that neither
Countrywide nor
any of its affiliates shall constitute a Qualified Bidder.
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, identified as a "Rating
Agency"
under the Underwriter's Exemption, as is designated by the
Depositor, notice
of which designation shall be given to the Trustee. References in
this
Agreement 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
41
<PAGE>
immediately prior to such Deficient Valuation and the principal
balance of the
Mortgage Loan as reduced by the Deficient Valuation.
To the
extent the Master Servicer receives Subsequent Recoveries with
respect to any Mortgage Loan, the amount of Realized Losses with
respect to
that Mortgage Loan will be reduced by the amount of 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 and the Delay
Certificates, the last Business Day of the month preceding the
month of a
Distribution Date. With respect to any Distribution Date and the
Non-Delay
Certificates, the Business Day immediately preceding such
Distribution Date,
or if such Certificates are no longer Book-Entry Certificates, the
last
Business Day of the month preceding the month of such Distribution
Date.
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.
Regulation
AB: Subpart 229.1100 - Asset Backed Securities (Regulation
AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to
time, and subject to such clarification and interpretation as have
been
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan.
7, 2005))
or by the staff of the Commission, or as may be provided by the
Commission or
its staff from time to time.
Relief
Act: The
Servicemembers Civil Relief Act and any similar state
or local laws.
Remaining
Pre-funded Amount: With respect to the last Funding Period
Distribution Date and any Loan Group, any portion of the Pre-funded
Amount
allocated to such Loan Group remaining in the Pre-funding
Account.
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.
42
<PAGE>
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.
Reportable
Event: Any event required to be reported on Form 8-K, and in
any event, the following:
(a) entry into a definitive agreement related to the Trust
Fund,
the
Certificates or the Mortgage Loans, or an amendment to a
Transaction
Document,
even if the Depositor is not a party to such agreement (e.g.,
a
servicing agreement with a servicer contemplated by Item 1108(a)(3)
of
Regulation
AB);
(b) termination of a Transaction Document (other than by
expiration
of the agreement on its stated termination date or as a
result of
all parties completing their obligations under such
agreement), even if the Depositor is not a party to such
agreement
(e.g., a
servicing agreement with a servicer contemplated by Item
1108(a)(3)
of Regulation AB);
(c) with respect to the Master Servicer only, if the Master
Servicer
becomes aware of any bankruptcy or receivership with respect to
Countrywide, the Depositor, the Master Servicer, any Subservicer,
the
Trustee, the Swap
Counterparty, any enhancement or support provider
contemplated by Items 1114(b) or 1115 of Regulation AB, or any
other
material
party contemplated by Item 1101(d)(1) of Regulation AB;
(d) with respect to the Trustee, the Master Servicer and the
Depositor
only, the occurrence of an early amortization, performance
trigger or
other event, including an Event of Default under this
Agreement;
(e) the resignation, removal, replacement, substitution of the
Master
Servicer, any Subservicer or the Trustee;
(f) with respect to the Master Servicer only, if the Master
Servicer
becomes aware that (i) any material enhancement or support
specified
in Item 1114(a)(1) through (3) of Regulation AB or Item 1115
of
Regulation AB that was previously applicable regarding one or
more
classes of
the Certificates has terminated other than by expiration of
the
contract on its stated termination date or as a result of all
parties
completing their obligations under such agreement; (ii) any
material
enhancement specified in Item 1114(a)(1) through (3) of
Regulation
AB or Item 1115 of Regulation AB has been added with respect
to one or
more classes of the Certificates; or (iii) any existing
material
enhancement or support specified in Item 1114(a)(1) through (3)
of
Regulation AB or Item 1115 of Regulation AB with respect to one
or
more
classes of the Certificates has been materially amended or
modified;
and
(g) with respect to the Trustee, the Master Servicer and the
Depositor
only, a required distribution to Holders of the Certificates
is not
made as of the required Distribution Date under this Agreement.
Reporting
Subcontractor: With
respect to the Master Servicer or the
Trustee, any Subcontractor determined by such Person pursuant to
Section
11.08(b) to be "participating in the
43
<PAGE>
servicing function" within the meaning of Item 1122 of Regulation
AB.
References to a Reporting Subcontractor shall refer only to the
Subcontractor
of such Person and shall not refer to Subcontractors generally
Request
for Release: The Request for Release submitted by the Master
Servicer to the Trustee, substantially in the form of Exhibits M
and N to this
Agreement, as appropriate.
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.
Rolling
Sixty-Day Delinquency Rate: With respect to any Distribution
Date on or after the Stepdown Date, the average of the Sixty-Day
Delinquency
Rates for such Distribution Date and the two immediately
preceding
Distribution Dates.
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.
Sarbanes-Oxley Certification: As defined in Section 11.05.
Scheduled
Balances: Not
applicable.
Scheduled
Classes: As specified
in the Preliminary Statement.
Scheduled
Payment: The scheduled monthly payment on a Mortgage Loan due
on any Due Date allocable to principal and/or interest on such
Mortgage Loan
which, unless otherwise specified in this Agreement, 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.
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
Enhancement Percentage: With respect to a Distribution Date on
and after the Stepdown Date, the fraction (expressed as a
percentage) (1) the
numerator of which is the excess of (a) the aggregate Stated
Principal Balance
of the Mortgage Loans for the preceding Distribution Date over (b)
(i) before
the Class Certificate Balances of the Senior Certificates
44
<PAGE>
have been reduced to zero, the sum of the Class Certificate
Balances of the
Senior Certificates, or (ii) after the Class Certificate Balances
of the
Senior Certificates have been reduced to zero, the Class
Certificate Balance
of the most senior Class of Subordinated Certificates outstanding
as of the
preceding Master Servicer Advance Date and (2) the denominator of
which is the
aggregate Stated Principal Balance of the Mortgage Loans for the
preceding
Distribution Date.
Senior
Principal Distribution Allocation Amount: For any Distribution
Date, (a) with respect to the Class 1-A Certificates, the Group 1
Senior
Principal Distribution Amount and (b) with respect to the Group 2
Senior
Certificates, the Group 2 Senior Principal Distribution Amount.
Senior
Principal Distribution Target Amount: As to any Distribution
Date, the excess of (x) the aggregate Class Certificate Balance of
the Senior
Certificates immediately prior to such Distribution Date, over (y)
the lesser
of (i) 83.50% of the aggregate Stated Principal Balance of the
Mortgage Loans
as of the Due Date in the month of such Distribution Date (after
giving effect
to Principal Prepayments, the principal portion of any Liquidation
Proceeds
and any Subsequent Recoveries received in the related Prepayment
Period) and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans
as of the
Due Date in the month of such Distribution Date (after giving
effect to
Principal Prepayments, the principal portion of any Liquidation
Proceeds and
any Subsequent Recoveries received in the related Prepayment
Period), minus
the OC Floor.
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
Criteria: The "servicing criteria" set forth in Item 1122(d)
of Regulation AB.
Servicing
Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage
Loans whose
name and facsimile signature appear on a list of servicing officers
furnished
to the Trustee by the Master Servicer on the Closing Date pursuant
to this
Agreement, as such list may from time to time be amended.
Shift
Percentage: Not applicable.
Sixty-Day
Delinquency Rate: With respect to any Distribution Date on or
after the Stepdown Date, a fraction, expressed as a percentage, the
numerator
of which is the aggregate Stated Principal Balance of all Mortgage
Loans 60 or
more days delinquent as of the close of business on the last day of
the
calendar month preceding such Distribution Date (including Mortgage
Loans in
foreclosure, bankruptcy and REO Properties) and the denominator of
which is
the aggregate Stated Principal Balance for such Distribution Date
of the
Mortgage Loans as of the related Due Date (after giving effect to
Principal
Prepayments, the principal portion of any Liquidation Proceeds and
any
Subsequent Recoveries received in the related Prepayment
Period).
45
<PAGE>
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) minus the sum of: (i) any previous
partial
Principal Prepayments and the payment of principal due on such Due
Date,
irrespective of any delinquency in payment by the related
Mortgagor, (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 and (iii) any
Realized Loss
previously incurred in connection with a Deficient Valuation. The
Stated
Principal Balance of any Mortgage Loan that becomes a Liquidated
Mortgage Loan
will be zero on each date following the Due Period in which such
Mortgage Loan
becomes a Liquidated Mortgage Loan.
Stepdown
Date: The earlier to occur of: (1) the Distribution Date
immediately following the Distribution Date on which the aggregate
Class
Certificate Balance of the Senior Certificates is reduced to zero,
and (2) the
later to occur of (x) the Distribution Date in January 2010 and (y)
the first
Distribution Date on which the aggregate Class Certificate Balance
of the
Senior Certificates (after calculating anticipated distributions on
such
Distribution Date) is less than or equal to 83.50% of the aggregate
Stated
Principal Balance of the Mortgage Loans as of the Due Date in the
month of
that Distribution Date (after giving effect to Principal
Prepayments, the
principal portion of any Liquidation Proceeds and any Subsequent
Recoveries
received in the Prepayment Period related to that prior Due
Date).
Stepdown
Target Subordination Percentage: With respect to any Class of
Subordinated Certificates, the respective percentage indicated in
the
following table:
Stepdown Target
Subordination
Percentage
---------------------
Class
M-1.................................
13.10%
Class
M-2.................................
10.00%
Class
M-3.................................
8.20%
Class
M-4.................................
6.60%
Class
M-5.................................
5.50%
Class
M-6.................................
4.20%
Class
M-7.................................
3.00%
Class
M-8.................................
2.00%
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.
46
<PAGE>
Strip REMIC: As
defined in the Preliminary Statement.
Subcontractor: Any vendor, subcontractor or other Person that is
not
responsible for the overall servicing (as "servicing" is commonly
understood
by participants in the mortgage-backed securities market) of
Mortgage Loans
but performs one or more discrete functions identified in Item
1122(d) of
Regulation AB with respect to the Mortgage Loans under the
direction or
authority of the Master Servicer or a Subservicer or the Trustee,
as the case
may be.
Subordinated Certificates: As specified in the Preliminary
Statement.
Subordinated Class Principal Distribution Target Amount: With
respect to
any Distribution Date and any Class of Subordinated Certificates
and
Distribution Date will equal the excess of: (1) the sum of: (a) the
aggregate
Class Certificate Balance of the Senior Certificates (after taking
into
account the distribution of the Senior Principal Distribution
Amount for such
Distribution Date), (b) the aggregate Class Certificate Balance of
any
Class(es) of Subordinated Certificates that are senior to the
subject Class
(in each case, after taking into account distribution of the
Subordinated
Class Principal Distribution Target Amount(s) for such more senior
Class(es)
of Certificates for such Distribution Date), and (c) the Class
Certificate
Balance of the subject Class of Subordinated Certificates
immediately prior to
such Distribution Date over (2) the lesser of (a) the product of
(x) 100%
minus the Stepdown Target Subordination Percentage for the subject
Class of
Certificates and (y) the aggregate Stated Principal Balance of the
Mortgage
Loans in the Mortgage Pool for such Distribution Date and (b) the
aggregate
Stated Principal Balance of the Mortgage Loans in the Mortgage Pool
for such
Distribution Date minus the OC Floor; provided, however, that if
such Class of
Subordinated Certificates is the only Class of Subordinated
Certificates
outstanding on such Distribution Date, that Class will be entitled
to receive
the entire remaining Principal Distribution Amount until its Class
Certificate
Balance is reduced to zero.
Subordinate Net Rate Cap: For each Distribution Date, the
weighted
average of the Group 1 Net Rate Cap and the Group 2 Net Rate Cap
weighted on
the basis of the respective Subordinate Portion of their
corresponding Loan
Groups.
Subordinate Portion: For any Distribution Date and Loan Group,
the
excess of the aggregate Stated Principal Balance of the Mortgage
Loans in such
Loan Group as of the Due Date in the prior month (after giving
effect to
Principal Prepayments received in the Prepayment Period related to
such prior
Due Date) over the aggregate Class Certificate Balance of the Group
1 Senior
Certificates in the case of Loan Group 1 and the aggregate Class
Certificate
Balance of the Group 2 Senior Certificates in the case of Loan
Group 2, in
each case, immediately prior to such Distribution Date.
Subsequent
Periodic Rate Cap: As to each Mortgage Loan and the related
Mortgage Note, the provision therein that limits permissible
increases and
decreases in the Mortgage Rate on the each Adjustment Date after
the first
Adjustment Date for that Mortgage Loan to not more than the amount
set forth
therein.
Subsequent
Recoveries: As to any Distribution Date and Loan Group, with
respect to a Liquidated Mortgage Loan in that Loan Group that
resulted in a
Realized Loss in a prior calendar month, unexpected amounts
received by the
Master Servicer (net of any related expenses
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permitted to be reimbursed pursuant to Section 3.08) specifically
related to
such Liquidated Mortgage Loan after the classification of such
Mortgage Loan
as a 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.
Substitute
Mortgage Loan: A Mortgage Loan substituted by the applicable
Seller for a Deleted Mortgage Loan which must, on the date of
such
substitution, as confirmed in a Request for Release, substantially
in the form
of Exhibit M, (i) have a Stated Principal Balance, after deduction
of the
principal portion of the Scheduled Payment due in the month of
substitution,
not in excess of, and not more than 10% less than the Stated
Principal Balance
of the Deleted Mortgage Loan; (ii) be accruing interest at a rate
no lower
than and not more than 1% per annum higher than, that of the
Deleted Mortgage
Loan; (iii) have a Loan-to-Value Ratio no higher than that of the
Deleted
Mortgage Loan; (iv) have a remaining term to maturity no greater
than (and not
more than one year less than that of) the Deleted Mortgage Loan;
(v) have a
maximum interest rate no lower than and not more than 1% per annum
higher
than, that of the Deleted Mortgage Loan; (vi) have a minimum
interest
specified in its related mortgage note not more than 1% per annum
higher or
lower than the minimum mortgage rate of the Deleted Mortgage Loan;
(vii) have
the same mortgage index reset period and periodic rate cap as the
Deleted
Mortgage Loan and a gross margin not more than 1% per annum higher
or lower
than that of the Deleted Mortgage Loan; (viii) not be a Cooperative
Loan
unless the Deleted Mortgage Loan was a Cooperative Loan; and (ix)
comply with
each representation and warranty set forth in Section 2.03.
Substitution Adjustment Amount: The meaning ascribed to such
term
pursuant to Section 2.03.
Successful
Auction: An auction held pursuant to Section 9.04 at which at
least three Qualified Bidders submitted bids and at least one of
those bids
was an Acceptable Bid Amount.
Supplemental Cut-off Date: With respect to any Supplemental
Mortgage
Loan, the later of (i) the date of origination of such Mortgage
Loan and (ii)
the first day of the month in which the related Supplemental
Transfer Date
occurs.
Supplemental Mortgage Loan: Any Mortgage Loan in each Loan Group
other
than an Initial Mortgage Loan in that Loan Group conveyed to the
Trust Fund
pursuant to Section 2.01 hereof and to a Supplemental Transfer
Agreement,
which Mortgage Loan shall be listed on the revised Mortgage Loan
Schedule
delivered pursuant to this Agreement and on Schedule A to such
Supplemental
Transfer Agreement. When used with respect to a single Supplemental
Transfer
Date, Supplemental Mortgage Loan shall mean a Supplemental Mortgage
Loan
conveyed to the Trust Fund on that Supplemental Transfer Date.
Supplemental Transfer Agreement: A Supplemental Transfer
Agreement
substantially in the form of Exhibit P hereto, executed and
delivered by the
related Seller or Sellers, the Master Servicer, the Depositor and
the Trustee
as provided in Section 2.01 hereof.
Supplemental Transfer Date: For any Supplemental Transfer
Agreement, the
date the related Supplemental Mortgage Loans are transferred to the
Trust Fund
pursuant to the related Supplemental Transfer Agreement.
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Swap
Account: The separate
Eligible Account created and initially
maintained by the Swap Trustee pursuant to Section 4.09.
Swap
Adjustment Rate: For any Distribution Date and Loan Group, a
fraction, (A) the numerator of which is the product of (i) the sum
of (a) the
Net Swap Payment payable to the Swap Counterparty under the Swap
Contract with
respect to such Distribution Date times a fraction, the numerator
of which is
equal to 360 and the denominator of which is equal to the actual
number of
days in the related Interest Accrual Period and (b) any Swap
Termination
Payment payable to the Swap Counterparty under the Swap Contract
for such
Distribution Date (other than a Swap Termination Payment due to a
Swap
Counterparty Trigger Event), and (ii) a fraction, the numerator of
which is
the Interest Funds for that Loan Group and the denominator of which
is the
aggregate of the Interest Funds for both Loan Groups and (B) the
denominator
of which is equal to the aggregate Stated Principal Balance of the
Mortgage
Loans in that Loan Group as of the Due Date in the prior calendar
month (after
giving effect to Principal Prepayments, the principal portion of
Liquidation
Proceeds and any Subsequent Recoveries received in the Prepayment
Period
related to that prior Due Date).
Swap
Contract: With respect to the Covered Certificates, the
transaction
evidenced by the Confirmation (as assigned to the Swap Contract
Administrator
pursuant to the Swap Contract Assignment Agreement), a form of
which is
attached hereto as Exhibit R.
Swap
Contract Administration Agreement: The swap contract
administration
agreement dated as of the Closing Date among Countrywide, the
Trustee and the
Swap Contract Administrator, a form of which is attached hereto as
Exhibit
S-2.
Swap
Contract Administrator: The Bank of New York, in its capacity
as
swap contract administrator under the Swap Contract Administration
Agreement
and its successors and assigns.
Swap
Contract Assignment Agreement: The assignment agreement dated as
of
the Closing Date among Countrywide, the Swap Contract Administrator
and the
Swap Counterparty, a form of which is attached hereto as Exhibit
S-1.
Swap
Contract Termination Date: The Distribution Date in December
2012.
Swap
Counterparty: Deutsche
Bank AG, New York Branch and its
successors.
Swap
Counterparty Trigger Event: Either (i) an "Event of Default"
under
the ISDA Master Agreement with respect to which the Swap
Counterparty is the
sole "Defaulting Party" (as defined in the ISDA Master Agreement)
or (ii) a
"Termination Event" (other than an Illegality or a Tax Event (as
such terms
are defined in the ISDA Master Agreement)) or "Additional
Termination Event"
under the ISDA Master Agreement with respect to which the Swap
Counterparty is
the sole "Affected Party" (as defined in the ISDA Master
Agreement).
Swap
Termination Payment: The payment payable to either party under
the
ISDA Master Agreement due to an early termination of the Swap
Contract.
Swap
Trust: The trust fund
established by Section 4.09.
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<PAGE>
Swap
Trustee: The Bank of New York, a New York banking corporation,
not
in its individual capacity, but solely in its capacity as trustee
for the
benefit of the Holders of the LIBOR Certificates under this
Agreement, and any
successor thereto, and any corporation or national banking
association
resulting from or surviving any consolidation or merger to which it
or its
successors may be a party and any successor trustee as may from
time to time
be serving as successor trustee hereunder.
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.
Termination Price: As
defined in Section 9.01.
Terminator: As defined
in Section 9.01.
Transaction Documents: This Agreement, the Swap Contract, the
Swap
Administration Agreement, each Supplemental Transfer Agreement and
any other
document or agreement entered into in connection with the Trust
Fund, the
Certificates or the Mortgage Loans.
Transfer:
Any direct or indirect transfer or sale of any Ownership
Interest in a Residual Certificate.
Trigger
Event: With respect to a Distribution Date on or after the
Stepdown Date, either a Delinquency Trigger Event or a Cumulative
Loss Trigger
Event is in effect with respect to that Distribution Date.
Trust
Fund: The corpus of the trust created under this Agreement
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 of the Mortgage Loans;
(ii) the
Certificate Account, the Distribution Account, the Pre-funding
Account, the
Capitalized Interest Account and the Carryover Reserve Fund and all
amounts
deposited therein pursuant to the applicable provisions of this
Agreement;
(iii) property that secured a Mortgage Loan and has been acquired
by
foreclosure, deed-in-lieu of foreclosure or otherwise; and (iv) all
proceeds
of the conversion, voluntary or involuntary, of any of the
foregoing.
Trustee:
The Bank of New York and its successors and, if a successor
trustee is appointed under this Agreement, such successor.
Trustee
Advance Rate: With respect to any Advance made by the Trustee
pursuant to Section 4.01(b), a per annum rate of interest
determined as of the
date of such Advance equal to the Prime Rate in effect on such date
plus
5.00%.
Trustee
Fee: As to any Distribution Date, an amount equal to
one-twelfth
of the Trustee Fee Rate multiplied by the Pool Stated Principal
Balance with
respect to such Distribution Date.
Trustee
Fee Rate: With respect to each Mortgage Loan, 0.009% per annum.
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Underwriters: As specified in the Preliminary Statement.
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.
Unpaid
Realized Loss Amount: For any Class of LIBOR Certificates, (x)
the portion of the aggregate Applied Realized Loss Amount
previously allocated
to that Class remaining unpaid from prior Distribution Dates minus
(y) any
increase in the Class Certificate Balance of that Class of
Subsequent
Recoveries to the Class Certificate Balance of that Class pursuant
to Section
4.02(h).
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), (b) 1% of all Voting Rights shall
be
allocated to each of the Class A-R, Class C and Class P
Certificates, and (c)
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.
Weighted
Average Adjusted Net Mortgage Rate: As to any Distribution
Date, the average of the Adjusted Net Mortgage Rates on the
Mortgage Loans,
weighted on the basis of the Stated Principal Balance of each
Mortgage Loan as
of the Due Date in the prior calendar month (after giving effect to
Principal
Prepayments received in the Prepayment Period related to that prior
Due Date).
Winning
Bidder: With respect to a Successful Auction, the Qualified
Bidder that bids the highest price.
SECTION
1.02. Certain
Interpretive Provisions.
All terms
defined in this Agreement shall have the defined meanings when
used in any certificate, agreement or other document delivered
pursuant hereto
unless otherwise defined therein. For purposes of this Agreement
and all such
certificates and other documents, unless the context otherwise
requires: (a)
accounting terms not otherwise defined in this Agreement, and
accounting terms
partly defined in this Agreement to the extent not defined, shall
have the
respective meanings given to them under generally accepted
accounting
principles; (b) the words "hereof," "herein" and "hereunder" and
words of
similar import refer to this Agreement (or the certificate,
agreement or other
document in which they are used) as a whole and not to any
particular
provision of this Agreement (or such certificate, agreement or
document); (c)
references to any Section, Schedule or Exhibit are references to
Sections,
Schedules and Exhibits in or to this Agreement, and references to
any
paragraph, subsection, clause or other subdivision within any
Section or
definition refer to such paragraph, subsection, clause or other
subdivision of
such Section or definition; (d) the term "including" means
"including without
limitation"; (e) references to any law or regulation refer to that
law or
regulation as amended from time to time and include any successor
law or
regulation; (f) references to any agreement refer to that
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<PAGE>
agreement as amended from time to time; (g) references to any
Person include
that Person's permitted successors and assigns; and (h) a Mortgage
Loan is "30
days delinquent" if any Scheduled Payment has not been received by
the close
of business on the day immediately preceding the Due Date on which
the next
Scheduled Payment is due. Similarly for "60 days delinquent," "90
days
delinquent" and so on.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION
2.01. Conveyance of
Mortgage Loans
(a)
Each Seller, concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns, sets over and otherwise
conveys to
the Depositor, without recourse, all its respective right, title
and interest
in and to the related Initial Mortgage Loans, including all
interest and
principal received or receivable by such Seller, on or with respect
to the
applicable Initial Mortgage Loans after the Initial Cut-off Date
and all
interest and principal payments on the related Initial Mortgage
Loans received
prior to the Initial Cut-off Date in respect of installments of
interest and
principal due thereafter, but not including payments of principal
and interest
due and payable on such Initial Mortgage Loans, on or before the
Initial
Cut-off Date. On or prior to the Closing Date, Countrywide shall
deliver to
the Depositor or, at the Depositor's direction, to the Trustee or
other
designee of the Depositor, the Mortgage File for each Mortgage Loan
listed in
the Mortgage Loan Schedule (except that, in the case of the Delay
Delivery
Mortgage Loans (which may include Countrywide Mortgage Loans, Park
Granada
Mortgage Loans, Park Monaco Mortgage Loans and Park Sienna Mortgage
Loans),
such delivery may take place within thirty (30) days following the
Closing
Date or twenty (20) days following the applicable Supplemental
Transfer Date,
as applicable). Such delivery of the Mortgage Files shall be made
against
payment by the Depositor of the purchase price, previously agreed
to by the
Sellers and Depositor, for the Mortgage Loans. With respect to any
Initial
Mortgage Loan that does not have a first payment date on or before
the Due
Date in the month of the first Distribution Date or any
Supplemental Mortgage
Loan that does not have a first payment date on or before the Due
Date in the
month after the related Supplemental Transfer Date, Countrywide
shall deposit
into the Distribution Account on or before the Distribution Account
Deposit
Date relating to the first applicable Distribution Date, an amount
equal to
one month's interest at the related Adjusted Mortgage Rate on the
Cut-off Date
Principal Balance of such Mortgage Loan.
(b) Immediately upon the conveyance of the Initial Mortgage
Loans
referred to in clause (a), the Depositor sells, transfers, assigns,
sets over
and otherwise conveys to the Trustee for the benefit of the
Certificateholders, without recourse, all the right, title and
interest of the
Depositor in and to the Trust Fund together with the Depositor's
right to
require each Seller to cure any breach of a representation or
warranty made
herein by such Seller or to repurchase or substitute for any
affected Mortgage
Loan in accordance herewith.
Countrywide further agrees (x) to cause The Bank of New York to
enter into the Swap Contract Administration Agreement as Swap
Contract
Administrator and (y) to assign all of its right, title and
interest in and to
the interest rate swap transaction evidenced by the Confirmation,
and to cause
all of its obligations in respect of such transaction to be assumed
by, the
Swap Contract Administrator, on the terms and conditions set forth
in the Swap
Contract Assignment Agreement.
(c) In connection with the transfer and assignment set forth in
clause (b) above, the Depositor has delivered or caused to be
delivered to the
Trustee (or, in the case of the Delay Delivery Mortgage Loans that
are Initial
Mortgage Loans, will deliver or cause to be delivered to the
Trustee within
thirty (30) days following the Closing Date and in the case of
the
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Delay Delivery Mortgage Loans that are Supplemental Mortgage Loans,
will
deliver or cause to be delivered to the Trustee within twenty (20)
days
following the applicable Supplemental Transfer Date) for the
benefit of the
Certificateholders the following documents or instruments with
respect to each
Mortgage Loan so assigned:
(i) (A) the original Mortgage Note endorsed by manual or
facsimile signature in blank in the following form: "Pay to the
order of ____________ without recourse," with all intervening
endorsements showing a complete chain of endorsement from the
originator to the Person endorsing the Mortgage Note (each such
endorsement being sufficient to transfer all right, title and
interest of the party so endorsing, as noteholder or assignee
thereof, in and to that Mortgage Note); or
(B) with respect to any Lost Mortgage Note, a lost note
affidavit from Countrywide stating that the original Mortgage
Note
was lost or destroyed, together with a copy of such Mortgage
Note;
(ii) except as provided below and for each Mortgage Loan that
is not a MERS Mortgage
Loan, the original recorded Mortgage or a
copy of such Mortgage, with recording information, (or, in the
case of a Mortgage for which the related Mortgaged Property is
located in the Commonwealth of Puerto Rico, a true copy of the
Mortgage certified as such by the applicable notary) and in the
case of each MERS Mortgage Loan, the original Mortgage or a
copy
of such mortgage, with recording information, noting the
presence
of the MIN of the Mortgage Loans and either language indicating
that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a
MOM
Loan or if the Mortgage Loan was not a MOM Loan at origination,
the original Mortgage and the assignment thereof to MERS, with
evidence of recording indicated thereon, or a copy of the
Mortgage
certified by the public recording office in which such Mortgage
has been recorded;
(iii) in the case of each Mortgage Loan that is not a MERS
Mortgage Loan, a duly executed assignment of the Mortgage or a
copy of such assignment, with recording information, (which may
be
included in a blanket assignment or assignments), together
with,
except as provided below, all interim recorded assignments of
such
mortgage or a copy of such assignment, with recording
information,
(each such assignment, when duly and validly completed, to be
in
recordable form and sufficient to effect the assignment of and
transfer to the assignee thereof, under the Mortgage to which
the
assignment relates); provided that, if the related Mortgage has
not
been returned from the applicable public recording office,
such assignment of the Mortgage may exclude the information to
be
provided by the recording office; provided, further, that such
assignment of Mortgage need not be delivered in the case of a
Mortgage for which the related Mortgaged Property is located in
the Commonwealth of Puerto Rico;
(iv) the original or copies of each assumption, modification,
written assurance or substitution agreement, if any;
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<PAGE>
(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 applicable Seller's interest in the
Coop Shares and the Proprietary Lease; and
(F) The executed UCC-3 financing statements or other
appropriate UCC financing statements required by state law,
evidencing a complete and unbroken line from the mortgagee to
the Trustee with evidence of recording thereon (or in a form
suitable for
recordation).
In
addition, in connection with the assignment of any MERS
Mortgage
Loan, each Seller agrees that it will cause, at the Trustee's
expense, the
MERS(R) System to indicate that the Mortgage Loans sold by such
Seller to the
Depositor have been assigned by that Seller to the Trustee in
accordance with
this Agreement (and any Supplemental Transfer Agreement, as
applicable) for
the benefit of the Certificateholders by including (or deleting, in
the case
of Mortgage Loans which are repurchased in accordance with this
Agreement) in
such computer files the information required by the MERS(R) System
to identify
the series of the Certificates issued in connection with such
Mortgage Loans.
Each Seller further agrees that it will not, and will not permit
the Master
Servicer to, and the Master Servicer agrees that it will not, alter
the
information referenced in this paragraph with respect to any
Mortgage Loan
sold by such Seller to the Depositor during the term of this
Agreement unless
and until such Mortgage Loan is repurchased in accordance with the
terms of
this Agreement.
In the
event that in connection with any Mortgage Loan that is not a
MERS Mortgage Loan the Depositor cannot deliver (a) the original
recorded
Mortgage or a copy of such mortgage, with recording information, or
(b) all
interim recorded assignments or a copy of such assignments, with
recording
information, or (c) the lender's title policy or a copy of lender's
title
policy (together with all riders thereto) satisfying the
requirements of
clause (ii), (iii) or (v) above, respectively, concurrently with
the execution
and delivery of this Agreement because such document or documents
have not
been returned from the applicable public recording office in the
case of
clause (ii) or (iii) above, or because the title policy has not
been delivered
to either the Master Servicer or the Depositor by the applicable
title insurer
in the case of clause (v) above, the Depositor shall promptly
deliver to the
Trustee, in the case of clause (ii) or (iii) above, such original
Mortgage or
a copy of such mortgage, with recording information, or such
interim
55
<PAGE>
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 one hundred twenty (120) days after such
transfer and
assignment, the Trustee shall (A) as the assignee thereof, affix
the following
language to each assignment of Mortgage: "CWALT, Inc. Series
2006-OC11, The
Bank of New York as trustee", (B) cause such assignment to be in
proper form
for recording in the appropriate public office for real property
records and
(C) cause to be delivered for recording in the appropriate public
office for
real property records the assignments of the Mortgages to the
Trustee, except
that (i) 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
(ii) the Trustee need not cause to be recorded any assignment which
relates to
a Mortgage Loan, the Mortgaged Property and Mortgage File relating
to which
are located in any jurisdiction (including Puerto Rico) under the
laws of
which the recordation of such assignment is not necessary to
protect the
Trustee's and the Certificateholders' interest in the related
Mortgage Loan as
evidenced by an opinion of counsel delivered by Countrywide to the
Trustee
within 90 days of the Closing Date (which opinion may be in the
form of a
"survey" opinion and is not required to be delivered by counsel
admitted to
practice law in the jurisdiction as to which such legal opinion
applies).
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.
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<PAGE>
Notwithstanding anything to the contrary in this Agreement,
within
thirty (30) days after the Closing Date with respect to the Initial
Mortgage
Loans, Countrywide (on its own behalf and on behalf of Park
Granada, Park
Monaco and Park Sienna) shall either (i) deliver to the Depositor,
or at the
Depositor's direction, to the Trustee or other designee of the
Depositor the
Mortgage File as required pursuant to this Section 2.01 for each
Delay
Delivery Mortgage Loan or (ii) either (A) substitute a Substitute
Mortgage
Loan for the Delay Delivery Mortgage Loan or (B) repurchase the
Delay Delivery
Mortgage Loan, which substitution or repurchase shall be
accomplished in the
manner and subject to the conditions set forth in Section 2.03
(treating each
Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for
purposes of such
Section 2.03); provided, however, that if Countrywide fails to
deliver a
Mortgage File for any Delay Delivery 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) Subject to the execution and delivery of the related
Supplemental Transfer Agreement as provided in Section 2.01(e)
hereof and the
terms and conditions of this Agreement, each Seller sells,
transfers, assigns,
sets over and otherwise conveys to the Depositor, without recourse,
on each
Supplemental Transfer Date, with respect to each Supplemental
Mortgage Loan
sold by such Seller to the Depositor, all the right, title and
interest of
that Seller in and to the Supplemental Mortgage Loans sold by it
identified in
such Supplemental Transfer Agreement, including all interest and
principal
received and receivable by such Seller on or with respect to the
related
Supplemental Mortgage Loans on and after the related Supplemental
Cut-off Date
(to the extent not applied in computing the Cut-off Date Principal
Balance
thereof) or deposited into the Certificate Account by the related
Seller,
other than principal and interest due on such Supplemental Mortgage
Loans
prior to the related Supplemental Cut-off Date.
Immediately upon the conveyance of the Supplemental Mortgage
Loans
referred to in the preceding paragraph, the Depositor sells,
transfers,
assigns, sets over and otherwise conveys to the Trustee for benefit
of the
Certificateholders, without recourse, all right title and interest
in all of
the Supplemental Mortgage Loans.
Each Seller has
entered into this Agreement in consideration for the
purchase of the Mortgage Loans sold by such Seller to the Depositor
and has
agreed to take the actions specified herein. The Depositor,
concurrently with
the execution and delivery of this Agreement, hereby sells,
transfers, assigns
and otherwise conveys to the Trustee for the use and benefit of
the
Certificateholders, without recourse, all right title and interest
in the
portion of the Trust Fund not otherwise conveyed to the Trust Fund
pursuant to
Sections 2.01(a) or (b).
(e) Upon five (5) Business Days written notice to the Trustee,
the
Depositor, the Master Servicer (if the Master Servicer is not a
Seller) and
the Rating Agencies, on any other Business Day during the Funding
Period
designated by Countrywide, Park Granada, Park Monaco and Park
Sienna, if
applicable, the Depositor and the Trustee shall complete,
execute
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and deliver a Supplemental Transfer Agreement so long as no Rating
Agency has
provided notice that the execution and delivery of such
Supplemental Transfer
Agreement will result in a reduction or withdrawal of the any
ratings assigned
to the Certificates. After the execution and delivery of such
Supplemental
Transfer Agreement, on the Supplemental Transfer Date, the Trustee
shall set
aside in the Pre-funding Account an amount equal to the Aggregate
Supplemental
Purchase Amount.
The
transfer of Supplemental Mortgage Loans and the other property
and
rights relating to them on a Supplemental Transfer Date is subject
to the
satisfaction of each of the following conditions:
(i) each Supplemental Mortgage Loan conveyed on such
Supplemental Transfer Date satisfies the representations and
warranties
applicable
to it under this Agreement; provided, however, that with
respect to
a breach of a representation and warranty with respect to a
Supplemental Mortgage Loan, the obligation under Section 2.03(c) of
this
Agreement
of Countrywide, Park Granada, Park Monaco and Park Sienna, if
applicable, to cure, repurchase or replace such Supplemental
Mortgage
Loan shall
constitute the sole remedy against such Seller respecting
such
breach available to Certificateholders, the Depositor or the
Trustee;
(ii) the Trustee, the Underwriter and the Rating Agencies
are
provided with an Opinion of Counsel or Opinions of Counsel with
respect to
the tax treatment of the Trust Fund, to be delivered as
provided
pursuant to Section 2.01(f);
(iii) the Rating Agencies and the Underwriter are provided
with an
Opinion of Counsel or Opinions of Counsel with respect to the
validity
of the conveyance of the Supplemental Mortgage Loans conveyed
on such
Supplemental Transfer Date, to be delivered as provided
pursuant
to Section
2.01(f);
(iv) the execution and delivery of such Supplemental
Transfer
Agreement or conveyance of the related Supplemental Mortgage
Loans does
not result in a reduction or withdrawal of any ratings
assigned
to the Certificates by the Rating Agencies;
(v) the Supplemental Mortgage Loans conveyed on such
Supplemental Transfer Date were selected in a manner reasonably
believed
not to be
adverse to the interests of the Certificateholders;
(vi) no Supplemental Mortgage Loan conveyed on such
Supplemental Transfer date was 30 or more days delinquent;
(vii) following the conveyance of the Supplemental Mortgage
Loans on
such Supplemental Transfer Date to the Trust Fund, the
characteristics of the Mortgage Loans will comply with the Pool
Characteristics (including the permitted variances listed
therein);
provided,
that for the purpose of making these calculations, the
characteristics for any Initial Mortgage Loan made will be taken as
of
the
Initial Cut-off Date and the characteristics for any
Supplemental
Mortgage
Loan will be taken as of the related Supplemental Cut-off Date;
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(ix) none of the Sellers or the Depositor shall be insolvent
or shall
be rendered insolvent as a result of such transfer; and
(x) the Depositor shall have delivered to the Trustee an
Officer's
Certificate confirming the satisfaction of each of these
conditions
precedent.
The
Trustee shall not be required to investigate or otherwise
verify
compliance with these conditions, except for its own receipt of
documents
specified above, and shall be entitled to rely on the required
Officer's
Certificate.
(f) Within seven Business Days after each Supplemental Transfer
Date, upon (1) delivery to the Trustee by the Depositor or
Countrywide of the
Opinions of Counsel referred to in Sections 2.01(e)(ii) and (iii),
(2)
delivery to the Trustee by Countrywide of a revised Mortgage Loan
Schedule
reflecting the Supplemental Mortgage Loans conveyed on such
Supplemental
Transfer Date to the Loan Group into which each Supplemental
Mortgage Loan was
conveyed and (3) delivery to the Trustee by the Depositor of an
Officer's
Certificate confirming the satisfaction of each of the conditions
precedent
set forth in this Section 2.01(f), the Trustee shall pay to each
Seller the
Aggregate Supplemental Transfer Amount for such Loan Group used to
purchase
Supplemental Mortgage Loans for such Loan Group from such Seller
from those
funds that were set aside in the Pre-funding Account pursuant to
Section
2.01(e). The positive difference, if any, between the Aggregate
Supplemental
Transfer Amount for such Loan Group and the Aggregate Supplemental
Purchase
Amount for such Loan Group shall be reinvested by the Trustee in
the
Pre-funding Account and shall remain designated as a portion of the
Pre-funded
Amount allocated to such Loan Group.
(g) The Trustee shall not be required to investigate or
otherwise
verify compliance with the conditions set forth in the preceding
paragraph,
except for its own receipt of documents specified above, and shall
be entitled
to rely on the required Officer's Certificate.
Within
thirty days after the final Supplemental Transfer Date, the
Depositor shall deliver to the Trustee a letter of a nationally
recognized
firm of independent public accountants stating whether or not the
Supplemental
Mortgage Loans conveyed on such Supplemental Transfer Date conform
to the
characteristics in Section 2.01(e)(vi), (vii) and (viii) for that
Loan Group.
(h) Neither the Depositor nor the Trust will acquire or hold
any
Mortgage Loan that would violate the representations made by
Countrywide set
forth in clause (50) of Schedule III-A hereto.
SECTION
2.02. Acceptance by
Trustee of the Mortgage Loans.
(a) The
Trustee acknowledges receipt of the documents identified in the
Initial Certification in the form annexed hereto as Exhibit F-1 (an
"Initial
Certification (Initial Mortgage Loans)") 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.
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<PAGE>
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 to this Agreement 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 the Initial Mortgage Loans. The Trustee
shall be
under no duty or obligation to inspect, review or examine said
documents,
instruments, certificates or other papers to determine that the
same are
genuine, enforceable or appropriate for the represented purpose or
that they
have actually been recorded in the real estate records or that they
are other
than what they purport to be on their face.
On or
about the thirtieth (30th) day after the Closing Date, the
Trustee
shall deliver to the Depositor, the Master Servicer and Countrywide
(on its
own behalf and on behalf of Park Granada, Park Monaco and Park
Sienna) a Delay
Delivery Certification with respect to the Initial Mortgage Loans
in the form
annexed hereto as Exhibit G-1 (a "Delay Delivery Certification
(Initial
Mortgage Loans)"), with any applicable exceptions noted
thereon.
Not later
than 90 days after the Closing Date, the Trustee shall deliver
to the Depositor, the Master Servicer and Countrywide (on its own
behalf and
on behalf of Park Granada, Park Monaco and Park Sienna) a Final
Certification
with respect to the Initial Mortgage Loans in the form annexed
hereto as
Exhibit H-1 (a "Final Certification (Initial Mortgage Loans)"),
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 that 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) that has not been returned by the
appropriate recording
office or (b) as to which there is a dispute as to location or
status of
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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, if any, and any substitution pursuant to
(a) above
shall not be effected prior to the additional delivery to the
Trustee of a
Request for Release substantially in the form of Exhibit N. No
substitution is
permitted to be made in any calendar month after the Determination
Date for
such month. The Purchase Price for any such Mortgage Loan shall be
deposited
by Countrywide (on its own behalf and on behalf of Park Granada,
Park Monaco
and Park Sienna) in the Certificate Account on or prior to the
Distribution
Account Deposit Date for the Distribution Date in the month
following the
month of repurchase and, upon receipt of such deposit and
certification with
respect thereto in the form of Exhibit N hereto, the Trustee shall
release the
related Mortgage File to Countrywide (on its own behalf and on
behalf of Park
Granada, Park Monaco and Park Sienna) and shall execute and deliver
at
Countrywide's (on its own behalf and on behalf of Park Granada,
Park Monaco
and Park Sienna) request such instruments of transfer or assignment
prepared
by Countrywide, in each case without recourse, as shall be
necessary to vest
in Countrywide (on its own behalf and on behalf of Park Granada,
Park Monaco
and Park Sienna), or its designee, the Trustee's interest in any
Mortgage Loan
released pursuant hereto. If pursuant to the foregoing provisions
Countrywide
(on its own behalf and on behalf of Park Granada, Park Monaco and
Park Sienna)
repurchases an Initial Mortgage Loan that is a MERS Mortgage Loan,
the Master
Servicer shall either (i) cause MERS to execute and deliver an
assignment of
the Mortgage in recordable form to transfer the Mortgage from MERS
to
Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and
Park Sienna) or its designee and shall cause such Mortgage to be
removed from
registration on the MERS(R) System in accordance with MERS' rules
and
regulations or (ii) cause MERS to designate on the MERS(R) System
Countrywide
(on its own behalf and on behalf of Park Granada, Park Monaco and
Park Sienna)
or its designee as the beneficial holder of such Mortgage Loan.
(b) Upon delivery of the Supplemental Mortgage Loans pursuant to
a
Supplemental Transfer Agreement, the Trustee shall acknowledge
receipt of the
documents identified in any Supplemental Certification in the form
annexed
hereto as Exhibit F-2 (an "Initial Certification (Supplemental
Mortgage
Loans)") and declare that it will hold such documents and the other
documents
delivered to it constituting the Mortgage Files, and that it will
hold such
other assets as are included in the Trust Fund, in trust for the
exclusive use
and benefit of all present and future Certificateholders. The
Trustee
acknowledges that it will maintain possession of the Mortgage Notes
in the
State of California, unless otherwise permitted by the Rating
Agencies.
The Trustee agrees to execute and deliver on the Supplemental
Transfer Date to the Depositor, the Master Servicer and Countrywide
(on its
own behalf and on behalf of Park Granada, Park Monaco and Park
Sienna) a
Supplemental Certification in the form annexed hereto as Exhibit
F-2. Based on
its review and examination, and only as to the documents identified
in such
Supplemental Certification, the Trustee shall acknowledge that such
documents
appear regular on their face and relate to such Supplemental
Mortgage Loan.
The Trustee shall be under no duty or obligation to inspect, review
or examine
said documents, instruments, certificates or other papers to
determine that
the same are genuine, enforceable or
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appropriate for the represented purpose or that they have actually
been
recorded in the real estate records or that they are other than
what they
purport to be on their face.
On or about the twentieth (20th) day after the Supplemental
Transfer Date, the Trustee shall deliver to the Depositor, the
Master Servicer
and Countrywide (on its own behalf and on behalf of Park Granada,
Park Monaco
and Park Sienna) a Delay Delivery Certification with respect to
the
Supplemental Mortgage Loans in the form annexed hereto as Exhibit
G-2 (a
"Delay Delivery Certification (Supplemental Mortgage Loans)"), with
any
applicable exceptions noted thereon.
Not later than 90 days after the final Supplemental Transfer
Date,
the Trustee shall deliver to the Depositor, the Master Servicer
and
Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and
Park Sienna) a Final Certification with respect to the Supplemental
Mortgage
Loans in the form annexed hereto as Exhibit H-2 (a "Final
Certification
(Supplemental Mortgage Loans)"), with any applicable exceptions
noted thereon.
(c) If, in the course of such review of the Mortgage Files
relating to the Supplemental Mortgage Loans, the Trustee finds any
document
constituting a part of a Mortgage File which does not meet the
requirements of
Section 2.01, the Trustee shall list such as an exception in the
Final
Certification; provided, however that the Trustee shall not make
any
determination as to whether (i) any endorsement is sufficient to
transfer all
right, title and interest of the party so endorsing, as noteholder
or assignee
thereof, in and to that Mortgage Note or (ii) any assignment is in
recordable
form or is sufficient to effect the assignment of and transfer to
the assignee
thereof under the mortgage to which the assignment relates.
Countrywide (on
its own behalf and on behalf of Park Granada, Park Monaco and Park
Sienna)
shall promptly correct or cure such defect within 90 days from the
date it was
so notified of such defect and, if Countrywide does not correct or
cure such
defect within such period, Countrywide (on its own behalf and on
behalf of
Park Granada, Park Monaco and Park Sienna) shall either (a)
substitute for the
related Mortgage Loan a Substitute Mortgage Loan, which
substitution shall be
accomplished in the manner and subject to the conditions set forth
in Section
2.03, or (b) purchase such Mortgage Loan from the Trustee within 90
days from
the date Countrywide (on its own behalf 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
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month after the Determination Date for such month. The Purchase
Price for any
such Mortgage Loan shall be deposited by Countrywide (on its own
behalf and on
behalf of Park Granada, Park Monaco and Park Sienna) in the
Certificate
Account on or prior to the Distribution Account Deposit Date for
the
Distribution Date in the month following the month of repurchase
and, upon
receipt of such deposit and certification with respect thereto in
the form of
Exhibit N hereto, the Trustee shall release the related Mortgage
File to
Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and
Park Sienna) and shall execute and deliver at Countrywide's (on its
own behalf
and on behalf of Park Granada, Park Monaco and Park Sienna) request
such
instruments of transfer or assignment prepared by Countrywide, in
each case
without recourse, as shall be necessary to vest in Countrywide (on
its own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna),
or a
designee, the Trustee's interest in any Mortgage Loan released
pursuant
hereto. If pursuant to the foregoing provisions Countrywide (on its
own behalf
and on behalf of Park Granada, Park Monaco and Park Sienna)
repurchases a
Supplemental Mortgage Loan that is a MERS Mortgage Loan, the Master
Servicer
shall either (i) cause MERS to execute and deliver an assignment of
the
Mortgage in recordable form to transfer the Mortgage from MERS to
Countrywide
(on its own behalf and on behalf of Park Granada, Park Monaco and
Park Sienna)
and shall cause such Mortgage to be removed from registration on
the MERS(R)
System in accordance with MERS' rules and regulations or (ii) cause
MERS to
designate on the MERS(R) System Countrywide (on its own behalf and
on behalf
of Park Granada, Park Monaco and Park Sienna) or its designee as
the
beneficial holder of such Mortgage Loan.
(d) The
Trustee shall retain possession and custody of each Mortgage
File in accordance with and subject to the terms and conditions set
forth in
this Agreement. The Master Servicer shall promptly deliver to the
Trustee,
upon the execution or receipt thereof, the originals of such other
documents
or instruments constituting the Mortgage File as come into the
possession of
the Master Servicer from time to time.
(e) It is
understood and agreed that the respective obligations of each
Seller to substitute for or to purchase any Mortgage Loan sold to
the
Depositor by it which does not meet the 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 Initial Cut-off Date with respect to all of the
Initial
Mortgage Loans and as of the related Supplemental Cut-off Date with
respect to
all of the Supplemental Mortgage Loans, and (iii) Schedule III-B
hereto, and
by this reference incorporated herein, to the Depositor, the Master
Servicer
and the Trustee, as of the Closing Date, or if so specified
therein, as of the
Initial Cut-off Date with respect to the Initial Mortgage Loans
that are
Countrywide Mortgage Loans and as of the related Supplemental
Cut-off Date
with respect to the Supplemental Mortgage Loans that are
Countrywide Mortgage
Loans. Park Granada hereby makes the representations and warranties
set forth
in (i) Schedule II-B hereto, and by this reference incorporated
herein, to the
Depositor,
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the Master Servicer and the Trustee, as of the Closing Date and
(ii) Schedule
III-C hereto, and by this reference incorporated herein, to the
Depositor, the
Master Servicer and the Trustee, as of the Closing Date, or if so
specified
therein, as of the Initial Cut-off Date with respect to the Initial
Mortgage
Loans that are Park Granada Mortgage Loans and as of the related
Supplemental
Cut-off Date with respect to the Supplemental Mortgage Loans that
are Park
Granada Mortgage Loans. Park Monaco hereby makes the
representations and
warranties set forth in (i) Schedule II-C hereto, and by this
reference
incorporated herein, to the Depositor, the Master Servicer and the
Trustee, as
of the Closing Date and (ii) Schedule III-D hereto, and by this
reference
incorporated herein, to the Depositor, the Master Servicer and the
Trustee, as
of the Closing Date, or if so specified therein, as of the Initial
Cut-off
Date with respect to the Initial Mortgage Loans that are Park
Monaco Mortgage
Loans and as of the related Supplemental Cut-off Date with respect
to the
Supplemental Mortgage Loans that are Park Monaco Mortgage Loans.
Park Sienna
hereby makes the representations and warranties set forth in (i)
Schedule II-D
hereto, and by this reference incorporated herein, to the
Depositor, the
Master Servicer and the Trustee, as of the Closing Date and (ii)
Schedule
III-E hereto, and by this reference incorporated herein, to the
Depositor, the
Master Servicer and the Trustee, as of the Closing Date, or if so
specified
therein, as of the Initial Cut-off Date with respect to the Initial
Mortgage
Loans that are Park Sienna Mortgage Loans and as of the related
Supplemental
Cut-off Date with respect to the Supplemental Mortgage Loans that
are Park
Sienna Mortgage Loans.
(b) The
Master Servicer hereby makes the representations and warranties
set forth in Schedule IV hereto, and by this reference incorporated
herein, to
the Depositor and the Trustee, as of the Closing Date.
(c) Upon
discovery by any of the parties hereto of a breach of a
representation or warranty with respect to a Mortgage Loan made
pursuant to
Section 2.03(a) or a breach of a representation or warranty with
respect to a
Supplemental Mortgage Loan under Section 2.01(e)(i) that materially
and
adversely affects the interests of the Certificateholders in that
Mortgage
Loan, the party discovering such breach shall give prompt notice
thereof to
the other parties and the NIM Insurer. Each Seller hereby covenants
that
within 90 days of the earlier of its discovery or its receipt of
written
notice from any party of a breach of any representation or warranty
with
respect to a Mortgage Loan sold by it pursuant to Section 2.03(a)
and with
respect to a breach of a representation and warranty with respect
to a
Supplemental Mortgage Loan sold by it under Section 2.01(e)(i) that
materially
and adversely affects the interests of the Certificateholders in
that Mortgage
Loan, it shall cure such breach in all material respects, and if
such breach
is not so cured, shall, (i) if such 90-day period expires prior to
the second
anniversary of the Closing Date, remove such Mortgage Loan (a
"Deleted
Mortgage Loan") from the Trust Fund and substitute in its place a
Substitute
Mortgage Loan, in the manner and subject to the conditions set
forth in this
Section; or (ii) repurchase the affected Mortgage Loan or Mortgage
Loans from
the Trustee at the Purchase Price in the manner set forth below;
provided,
however, that any such substitution pursuant to (i) above shall not
be
effected prior to the delivery to the Trustee of the Opinion of
Counsel
required by Section 2.05, 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
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for such breach. With respect to the representations and warranties
described
in this Section which are made to the best of a Seller's knowledge,
if it is
discovered by either the Depositor, a Seller or the Trustee that
the substance
of such representation and warranty is inaccurate and such
inaccuracy
materially and adversely affects the value of the related Mortgage
Loan or the
interests of the Certificateholders therein, notwithstanding that
Seller's
lack of knowledge with respect to the substance of such
representation or
warranty, such inaccuracy shall be deemed a breach of the
applicable
representation or warranty. Any breach of a representation set
forth in
clauses (45) through (64) of Schedule III-A with respect to a
Mortgage Loan in
Loan Group 1 shall be deemed to materially and adversely affect
the
Certificateholders.
With
respect to any Substitute Mortgage Loan or Loans sold to the
Depositor by a Seller, Countrywide (on its own behalf and on behalf
of Park
Granada, Park Monaco and Park Sienna) shall deliver to the Trustee
for the
benefit of the Certificateholders the Mortgage Note, the Mortgage,
the related
assignment of the Mortgage, and such other documents and agreements
as are
required by Section 2.01, with the Mortgage Note endorsed and the
Mortgage
assigned as required by Section 2.01. No substitution is permitted
to be made
in any calendar month after the Determination Date for such month.
Scheduled
Payments due with respect to Substitute Mortgage Loans in the month
of
substitution shall not be part of the Trust Fund and will be
retained by the
related Seller on the next succeeding Distribution Date. For the
month of
substitution, distributions to Certificateholders will include the
monthly
payment due on any Deleted Mortgage Loan for such month and
thereafter that
Seller shall be entitled to retain all amounts received in respect
of such
Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage
Loan
Schedule for the benefit of the Certificateholders to reflect the
removal of
such Deleted Mortgage Loan and the substitution of the Substitute
Mortgage
Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan
Schedule to the Trustee. Upon such substitution, the Substitute
Mortgage Loan
or Loans shall be subject to the terms of this Agreement in all
respects, and
the related Seller shall be deemed to have made with respect to
such
Substitute Mortgage Loan or Loans, as of the date of substitution,
the
representations and warranties made pursuant to Section 2.03(a)
with respect
to such Mortgage Loan. Upon any such substitution and the deposit
to the
Certificate Account of the amount required to be deposited therein
in
connection with such substitution as described in the following
paragraph, the
Trustee shall release the Mortgage File held for the benefit of
the
Certificateholders relating to such Deleted Mortgage Loan to the
related
Seller and shall execute and deliver at such Seller's direction
such
instruments of transfer or assignment prepared by Countrywide (on
its own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna),
in each
case without recourse, as shall be necessary to vest title in that
Seller, or
its designee, the Trustee's interest in any Deleted Mortgage Loan
substituted
for pursuant to this Section 2.03.
For any
month in which a Seller substitutes one or more Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer
will determine the amount (if any) by which the aggregate principal
balance of
all Substitute Mortgage Loans sold to the Depositor by that Seller
as of the
date of substitution is less than the aggregate Stated Principal
Balance of
all Deleted Mortgage Loans repurchased by that Seller (after
application of
the scheduled principal portion of the monthly payments due in the
month of
substitution). The amount of such shortage (the "Substitution
Adjustment
Amount") plus an amount equal to the aggregate of any unreimbursed
Advances
with respect to such Deleted Mortgage Loans shall be deposited in
the
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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 of this Agreement or such
other date set
forth in this Agreement 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), together with all rights of the Depositor to
require a Seller
to cure any breach thereof or to repurchase or substitute for any
affected
Mortgage Loan in accordance with this Agreement.
It is
understood and agreed that the representations and warranties
set
forth in this Section 2.04 shall survive delivery of the Mortgage
Files to the
Trustee. Upon discovery by the Depositor or the Trustee of a breach
of any of
the foregoing representations and warranties set forth in this
Section 2.04
(referred to herein as a "breach"), which breach materially and
adversely
affects the interest of the Certificateholders, the party
discovering such
breach shall give prompt written notice to the others and to each
Rating
Agency and the NIM Insurer.
SECTION
2.05. Delivery of
Opinion of Counsel in Connection with
Substitutions.
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(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 any REMIC created under this Agreement 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 and the
NIM
Insurer. 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 to this Section in the same manner, and on the same terms
and
conditions, as it would a Mortgage Loan repurchased for breach of
a
representation or warranty contained in Section 2.03.
SECTION
2.06. Execution and
Delivery of Certificates.
The
Trustee acknowledges the transfer and assignment to it of the
Trust
Fund and, concurrently with such transfer and assignment, has
executed and
delivered to or upon the order of the Depositor, the Certificates
in
authorized denominations evidencing directly or indirectly the
entire
ownership of the Trust Fund. The Trustee agrees to hold the Trust
Fund and
exercise the rights referred to above for the benefit of all
present and
future Holders of the Certificates and to perform the duties set
forth in this
Agreement, to the end that the interests of the Holders of the
Certificates
may be adequately and effectively protected.
SECTION
2.07. REMIC
Matters.
The
Preliminary Statement sets forth the designations and "latest
possible maturity date" for federal income tax purposes of all
interests
created hereby. The "Startup Day" for purposes of the REMIC
Provisions shall
be the Closing Date. The "tax matters person" with respect to each
REMIC
hereunder shall be the Trustee and the Trustee shall hold the Tax
Matters
Person Certificate. Each REMIC's fiscal year shall be the calendar
year.
SECTION
2.08. Covenants of the
Master Servicer.
The Master
Servicer hereby covenants to the Depositor and the Trustee as
follows:
(a) the
Master Servicer shall comply in the performance of its
obligations under this Agreement with all reasonable rules and
requirements of
the insurer under each Required Insurance Policy; and
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(b) no
written information, certificate of an officer, statement
furnished in writing or written report delivered to the Depositor,
any
affiliate of the Depositor or the Trustee and prepared by the
Master Servicer
pursuant to this Agreement will contain any untrue statement of a
material
fact or omit to state a material fact necessary to make such
information,
certificate, statement or report not misleading.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION
3.01. Master Servicer
to Service Mortgage Loans.
For and on
behalf of the Certificateholders, the Master Servicer shall
service and administer the Mortgage Loans in accordance with the
terms of this
Agreement and customary and usual standards of practice of prudent
mortgage
loan servicers. In connection with such servicing and
administration, the
Master Servicer shall have full power and authority, acting alone
and/or
through Subservicers as provided in Section 3.02, subject to the
terms of this
Agreement (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 3.01
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 under this
Agreement to fail
to qualify as a REMIC or result in the imposition of any tax under
section
860F(a) or section 860G(d) of the Code. Without limiting the
generality of the
foregoing, the Master Servicer, in its own name or in the name of
the
Depositor and the Trustee, is hereby authorized and empowered by
the Depositor
and the Trustee, when the Master Servicer believes it appropriate
in its
reasonable judgment, to execute and deliver, on behalf of the
Trustee, the
Depositor, the Certificateholders or any of them, any and all
instruments of
satisfaction or cancellation, or of partial or full release or
discharge and
all other comparable instruments, with respect to the Mortgage
Loans, and with
respect to the Mortgaged Properties held for the benefit of the
Certificateholders. The Master Servicer shall prepare and deliver
to the
Depositor and/or the Trustee such documents requiring execution and
delivery
by either or both of them as are necessary or appropriate to enable
the Master
Servicer to service and administer the Mortgage Loans to the extent
that the
Master Servicer is not permitted to execute and deliver such
documents
pursuant to the preceding sentence. Upon receipt of such documents,
the
Depositor and/or the Trustee shall execute such documents and
deliver them to
the Master Servicer. The Master Servicer further is authorized and
empowered
by the Trustee, on behalf of the Certificateholders and the
Trustee, in its
own name or in the name of the Subservicer, when the Master
Servicer or the
Subservicer, as the case may be, believes it appropriate in its
best judgment
to register any Mortgage Loan on the MERS(R) System, or cause the
removal from
the registration of any Mortgage Loan on the MERS(R) System, to
execute and
deliver, on behalf of the Trustee and the Certificateholders or any
of them,
any and all instruments of assignment and other comparable
instruments with
respect to such assignment or re-recording of a Mortgage in the
name of MERS,
solely as nominee for the Trustee and its successors and
assigns.
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In
accordance with the standards of the preceding paragraph, the
Master
Servicer shall advance or cause to be advanced funds as necessary
for the
purpose of effecting the payment of taxes and assessments on the
Mortgaged
Properties, which advances shall be reimbursable in the first
instance from
related collections from the Mortgagors pursuant to Section 3.06,
and further
as provided in Section 3.08. The costs incurred by the Master
Servicer, if
any, in effecting the timely payments of taxes and assessments on
the
Mortgaged Properties and related insurance premiums shall not, for
the purpose
of calculating monthly distributions to the Certificateholders, be
added to
the Stated Principal Balances of the related Mortgage Loans,
notwithstanding
that the terms of such Mortgage Loans so permit.
SECTION
3.02. Subservicing;
Enforcement of the Obligations of
Subservicers.
(a) The Master
Servicer may arrange for the subservicing of any Mortgage
Loan by a Subservicer pursuant to a subservicing agreement;
provided, however,
that such subservicing arrangement and the terms of the related
subservicing
agreement must provide for the servicing of such Mortgage Loans in
a manner
consistent with the servicing arrangements contemplated under this
Agreement;
provided, however, that the NIM Insurer shall have consented to
such
subservicing agreements (which consent shall not be unreasonably
withheld).
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, the NIM Insurer and the
Trustee in Respect of the Master Servicer.
The
Depositor may, but is not obligated to, enforce the obligations
of
the Master Servicer under this Agreement and may, but is not
obligated to,
perform, or cause a designee to perform, any defaulted obligation
of the
Master Servicer under this Agreement and in connection with any
such defaulted
obligation to exercise the related rights of the Master Servicer
under this
Agreement; provided that the Master Servicer shall not be relieved
of any of
its obligations under this Agreement by virtue of such performance
by the
Depositor or its designee. None of the Trustee, the NIM Insurer or
the
Depositor shall have any responsibility or liability for any
action
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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
under this Agreement 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 under this Agreement (including by reason of an
Event of
Default or termination by the Depositor), the Trustee or its
successor shall
then assume all of the rights and obligations of the Master
Servicer under
this Agreement arising thereafter (except that the Trustee shall
not be (i)
liable for losses of the Master Servicer pursuant to Section 3.09
or any acts
or omissions of the predecessor Master Servicer under this
Agreement), (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 under this Agreement including, but not limited to,
repurchases or
substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03,
(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 under this Agreement). Any such assumption shall be
subject to
Section 7.02. If the Master Servicer shall for any reason no longer
be the
Master Servicer (including by reason of any Event of Default or
termination by
the Depositor), 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; Carryover
Reserve Fund; Principal Reserve Fund; the Pre-funding
Account; the Capitalized Interest Account.
(a) The
Master Servicer shall make reasonable efforts in accordance
with
the customary and usual standards of practice of prudent mortgage
servicers to
collect all payments called for under the terms and provisions of
the Mortgage
Loans to the extent such procedures shall be consistent with this
Agreement
and the terms and provisions of any related Required Insurance
Policy.
Consistent with the foregoing, the Master Servicer may in its
discretion (i)
waive any late payment charge or, subject to Section 3.20, 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. In addition, the NIM Insurer's prior
written
consent shall be required for any waiver of Prepayment Charges or
for the
extension of the due dates for payments due on a Mortgage Note, if
the
aggregate number of outstanding Mortgage Loans that
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have been granted such waivers or extensions exceeds 5% of the
aggregate
number of Mortgage Loans. 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
"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
in this Agreement, 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 under this Agreement:
(i) all payments
on account of principal on the Mortgage Loans,
including
Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans,
net of the
related Master Servicing Fee, 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 a Mortgaged Property or released to
the
Mortgagor
in accordance with the Master Servicer's normal servicing
procedures;
(iv) any amount required to be deposited by the Master Servicer
or
the
Depositor 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;
(vi) all Substitution Adjustment Amounts;
(vii) all Advances made by the Master Servicer pursuant to
Section
4.01;
(viii) all Prepayment Charges collected; and
(ix) any other amounts required to be deposited under this
Agreement.
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
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equal to the amount of interest that has accrued on such Mortgage
Loan from
the preceding Due Date at the Mortgage Rate net of the related
Master
Servicing Fee.
The
foregoing requirements for remittance by the Master Servicer
shall
be exclusive, it being understood and agreed that, without limiting
the
generality of the foregoing, payments in the nature of 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 in this Agreement 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) The
Trustee shall establish and maintain, on behalf of the
Certificateholders, a Principal Reserve Fund in the name of the
Trustee. On
the Closing Date, the Depositor shall deposit into the Principal
Reserve Fund
$100. Funds on deposit in the Principal Reserve Fund shall not be
invested.
The Principal Reserve Fund shall be treated as an "outside reserve
fund" under
applicable Treasury regulations and shall not be part of any REMIC
created
under this Agreement. Amounts on deposit in the Principal Reserve
Fund shall
not be invested.
(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 in the
Distribution
Account 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 in this
Agreement 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.
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(e) Each
institution at which the Certificate Account, the Distribution
Account, the Pre-funding Account or the Capitalized Interest
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 Pre-funding Account and
the
Capitalized Interest Account, the second Business Day next
preceding the
related Distribution Account Deposit Date (except that if such
Permitted
Investment is an obligation of the institution that maintains such
account,
then such Permitted Investment shall mature not later than the
Business Day
next preceding such Distribution Account Deposit Date) and (ii) in
the case of
the Distribution Account, the Business Day next preceding the
Distribution
Date (except that if such Permitted Investment is an obligation of
the
institution that maintains such fund or account, then such
Permitted
Investment shall mature not later than such Distribution Date) and,
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 in this Agreement. The amount of any realized losses in
the
Certificate Account or the Distribution Account incurred in any
such account
in respect of any such investments shall promptly be deposited by
the Master
Servicer in the Certificate Account or paid to the Trustee for
deposit into
the Distribution Account, as applicable. The amount of any losses
in the
Pre-funding Account or the Capitalized Interest Account incurred in
respect of
any such investments shall promptly be deposited by the Depositor
in the
Pre-funding Account or the Capitalized Interest Account, as
applicable. All
income or gain (net of any losses) realized from any such
investment of funds
on deposit in the Capitalized Interest Account shall be credited to
the
Capitalized Interest Account. The Trustee in its fiduciary capacity
shall not
be liable for the amount of any loss incurred in respect of any
investment or
lack of investment of funds held in the Certificate Account, the
Distribution
Account, the Pre-funding Account or the Capitalized Interest
Account and made
in accordance with this Section 3.05.
(f) The
Master Servicer shall give notice to the Trustee, each Seller,
each Rating Agency and the Depositor of any proposed change of the
location of
the Certificate Account prior to any change thereof. The Trustee
shall give
notice to the Master Servicer, each Seller, each Rating Agency and
the
Depositor of any proposed change of the location of the
Distribution Account,
the Pre-funding Account, the Capitalized Interest Account or the
Carryover
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 Offered
Certificates, the
Carryover Reserve Fund and shall deposit $1,000 therein upon
receipt from or
on behalf of the Depositor of such amount. The Carryover Reserve
Fund shall be
an Eligible Account, and funds on deposit therein 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.
Funds in
the Carryover Reserve Fund may be invested in Permitted
Investments at the direction of the Majority of the Holders of the
Class C
Certificates, 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 Carryover Reserve
Fund, then
such Permitted
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Investment shall mature not later than such Distribution Date) and
shall not
be sold or disposed of prior to maturity. All such Permitted
Investments shall
be made in the name of the Trustee, for the benefit of the Holders
of the
Class C Certificates. In the absence of such written direction, all
funds in
the Carryover Reserve Fund shall be invested by the Trustee in The
Bank of New
York cash reserves. Any net investment earnings on such amounts
shall be
retained therein until withdrawn as provided in Section 3.08. Any
losses
incurred in the Carryover Reserve Fund in respect of any such
investments
shall be charged against amounts on deposit in the Carryover
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 Carryover Reserve Fund and made in
accordance
with this Section 3.05. The Carryover Reserve Fund will not
constitute an
asset of any REMIC created hereunder. The Class C Certificates
shall evidence
ownership of the Carryover Reserve Fund for federal tax
purposes.
(h) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Pre-funding Account. On the Closing Date
Countrywide
shall remit the Pre-funded Amount to the Trustee for deposit in
the
Pre-funding Account. On each Supplemental Transfer Date, upon
satisfaction of
the conditions for such Supplemental Transfer Date set forth in
Section
2.01(e), with respect to the related Supplemental Transfer
Agreement, the
Trustee shall pay to each Seller selling Supplemental Mortgage
Loans to the
Depositor on such Supplemental Transfer Date the portion of the
Aggregate
Supplemental Transfer Amount held in escrow pursuant to Section
2.01(e) as
payment of the purchase price for the Supplemental Mortgage Loans
sold by such
Seller. If at any time the Depositor becomes aware that the
aggregate Cut-off
Date Stated Principal Balance of Supplemental Mortgage Loans
reflected on any
Supplemental Transfer Agreement exceeds the actual aggregate
Cut-off Date
Stated Principal Balance of the relevant Supplemental Mortgage
Loans, the
Depositor may so notify the Trustee and the Trustee shall redeposit
into the
Pre-funding Account the excess reported to it by the Depositor.
If any
funds remain in the Pre-funding Account at the end of the
Funding
Period, to the extent that they represent earnings on the amounts
originally
deposited into the Pre-funding Account, the Trustee shall
distribute them to
the order of the Depositor. The remaining funds shall be
transferred to the
Distribution Account to be included as part of the Principal
Remittance Amount
for each Loan Group.
(i) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Capitalized Interest Account. On the
Closing Date,
Countrywide shall remit the aggregate Capitalized Interest
Requirement to the
Trustee for deposit in the Capitalized Interest Account. On each
Distribution
Account Deposit Date related to a Funding Period Distribution Date,
upon
satisfaction of the conditions for such Supplemental Transfer Date
set forth
in Section 2.01(e), with respect to the related Supplemental
Transfer
Agreement, the Trustee shall transfer from the Capitalized Interest
Account to
the Distribution Account an amount equal to the Capitalized
Interest
Requirement (which, to the extent required, may include investment
earnings on
amounts on deposit therein) with respect to the amount remaining in
the
Pre-funding Account for the related Distribution Date as identified
by
Countrywide in the Supplemental Transfer Agreement.
If any
funds remain in the Capitalized Interest Account at the end of
the Funding Period, the Trustee shall make the transfer described
in the
preceding paragraph if necessary for the
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remaining Funding Period Distribution Date and the Trustee shall
distribute
any remaining funds in the Capitalized Interest Account to the
order of the
Depositor.
SECTION
3.06. Collection of
Taxes, Assessments and Similar Items;
Escrow Accounts.
(a) To the
extent required by the related Mortgage Note and not
violative of current law, the Master Servicer shall establish and
maintain one
or more accounts (each, an "Escrow Account") and deposit and retain
therein
all collections from the Mortgagors (or advances by the Master
Servicer) for
the payment of taxes, assessments, hazard insurance premiums or
comparable
items for the account of the Mortgagors. Nothing in this Agreement
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 (with respect to taxes and assessments
and insurance
premiums) and 3.09 (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.
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, the NIM
Insurer and the Trustee reasonable access to all records and
documentation
regarding the Mortgage Loans and all accounts, insurance
information and other
matters relating to this Agreement, such access being afforded
without charge,
but only upon reasonable request and during normal business hours
at the
office designated by the Master Servicer.
Upon
reasonable advance notice in writing, the Master Servicer will
provide to each Certificateholder and/or Certificate Owner which is
a savings
and loan association, bank or insurance company certain reports and
reasonable
access to information and documentation regarding the Mortgage
Loans
sufficient to permit such Certificateholder and/or Certificate
Owner to comply
with applicable regulations of the OTS or other regulatory
authorities with
respect to investment in the Certificates; provided that the Master
Servicer
shall be entitled to be reimbursed by each such Certificateholder
and/or
Certificate Owner for actual expenses incurred by the Master
Servicer in
providing such reports and access. Upon request, the Master
Servicer
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shall furnish to the Trustee and the NIM Insurer its most recent
publicly
available financial statements and any other information relating
to its
capacity to perform its obligations under this Agreement reasonably
requested
by the NIM Insurer.
SECTION
3.08. Permitted
Withdrawals from the Certificate Account,
the Distribution Account, the Carryover Reserve Fund
and the Principal 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) that 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;
(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 on such Mortgage
Loan after
the date of such purchase;
(vii) to reimburse the Sellers, the Master Servicer, the NIM
Insurer or
the Depositor for expenses incurred by any of them and
reimbursable pursuant to Section 6.03;
(viii) to withdraw any amount deposited in the Certificate
Account
and not
required to be deposited in the Certificate Account;
(ix) on or prior to the Distribution Account Deposit Date, to
withdraw
an amount equal to the Interest Remittance Amount, Principal
Remittance
Amount,
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Prepayment
Charge Amount and 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.
The Master
Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying
any
withdrawal from the Certificate Account pursuant to such subclauses
(i), (ii),
(iv), (v) and (vi). Prior to making any withdrawal from the
Certificate
Account pursuant to subclause (iii), the Master Servicer shall
deliver to the
Trustee an Officer's Certificate of a Servicing Officer indicating
the amount
of any previous Advance determined by the Master Servicer to be
a
Nonrecoverable Advance and identifying the related Mortgage
Loans(s), and
their respective portions of such Nonrecoverable Advance.
(b) The
Trustee shall withdraw funds from the Distribution Account for
distributions to Certificateholders and remittance to the Swap
Account, 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 third 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; and
(vi) to clear and terminate the Distribution Account upon
termination of the Agreement pursuant to Section 9.01.
(c) The
Trustee shall withdraw funds from the Carryover Reserve Fund
for
distribution to the LIBOR Certificates and the Class C Certificates
in the
manner specified in Section 4.02(e) (and to withhold from the
amounts so
withdrawn the amount of any taxes that it is authorized to retain
pursuant to
the third paragraph of Section 8.11). In addition, the Trustee
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may from time to time make withdrawals from the Carryover Reserve
Fund for the
following purposes:
(i) to withdraw any amount deposited in the Carryover Reserve
Fund
and not
required to be deposited therein; and
(ii) to clear and terminate the Carryover Reserve Fund upon the
termination of this Agreement pursuant to Section 9.01.
(d) On the
Business Day before the Class P Principal Distribution Date,
the Trustee shall transfer $100.00 from the Principal Reserve Fund
to the
Distribution Account and shall distribute such amount to the Class
P
Certificates on the Class P Principal Distribution Date. Following
the
distributions to be made in accordance with the preceding sentence,
the
Trustee shall then terminate the Principal Reserve Fund.
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 proceeds of liquidation of the Mortgage
Loan or
Subsequent Recoveries to the extent permitted by Section 3.08. 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)
[Reserved].
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(c) 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.
(d) In
connection with its activities as Master Servicer of the
Mortgage
Loans, the Master Servicer agrees to present on behalf of itself,
the Trustee
and Certificateholders, claims to the insurer under any Primary
Insurance
Policies and, in this regard, to take such reasonable action as
shall be
necessary to permit recovery under any Primary Insurance Policies
respecting
defaulted Mortgage Loans. Any amounts collected by the Master
Servicer under
any Primary Insurance Policies shall be deposited in the
Certificate Account.
SECTION
3.10. Enforcement of
Due-on-Sale Clauses; Assumption
Agreements.
(a) Except
as otherwise provided in this Section, when any property
subject to a Mortgage has been conveyed by the Mortgagor, the
Master Servicer
shall to the extent that it has knowledge of such conveyance,
enforce any
due-on-sale clause contained in any Mortgage Note or Mortgage, to
the extent
permitted under applicable law and governmental regulations, but
only to the
extent that such enforcement will not adversely affect or
jeopardize coverage
under any Required Insurance Policy. Notwithstanding the foregoing,
the Master
Servicer is not required to exercise such rights with respect to a
Mortgage
Loan if the Person to whom the related Mortgaged Property has been
conveyed or
is proposed to be conveyed satisfies the terms and conditions
contained in the
Mortgage Note and Mortgage related thereto and the consent of the
mortgagee
under such Mortgage Note or Mortgage is not otherwise so required
under such
Mortgage Note or Mortgage as a condition to such transfer. In the
event that
the Master Servicer is prohibited by law from enforcing any such
due-on-sal
