|
EXHIBIT 99.1
CWMBS,
INC.,
Depositor
COUNTRYWIDE
HOME LOANS, INC.,
Seller
PARK
GRANADA LLC,
Seller
PARK
MONACO INC.,
Seller
PARK
SIENNA LLC,
Seller
COUNTRYWIDE
HOME LOANS SERVICING LP,
Master
Servicer
and
THE
BANK OF NEW YORK,
Trustee
___________________________________
POOLING
AND SERVICING AGREEMENT
Dated
as of September 1, 2007
__________________________________
CHL
MORTGAGE PASS-THROUGH TRUST 2007-HY6
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2007-HY6
|
ARTICLE
I DEFINITIONS
|
| |
|
SECTION
1.01.
|
Defined
Terms.
|
10
|
|
SECTION
1.02.
|
Certain
Interpretative Principles.
|
41
|
| |
|
ARTICLE
II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES
|
| |
|
SECTION
2.01.
|
Conveyance
of Mortgage Loans
|
42
|
|
SECTION
2.02.
|
Acceptance
by Trustee of the Mortgage Loans.
|
46
|
|
SECTION
2.03.
|
Representations,
Warranties and Covenants of the Sellers and Master
Servicer.
|
48
|
|
SECTION
2.04.
|
Representations
and Warranties of the Depositor as to the Mortgage
Loans.
|
51
|
|
SECTION
2.05.
|
Delivery
of Opinion of Counsel in Connection with
Substitutions.
|
51
|
|
SECTION
2.06.
|
Execution
and Delivery of Certificates.
|
52
|
|
SECTION
2.07.
|
REMIC
Matters.
|
52
|
|
SECTION
2.08.
|
Covenants
of the Master Servicer.
|
52
|
| |
|
ARTICLE
III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS
|
| |
|
SECTION
3.01.
|
Master
Servicer to Service Mortgage Loans.
|
53
|
|
SECTION
3.02.
|
Subservicing;
Enforcement of the Obligations of Subservicers.
|
54
|
|
SECTION
3.03.
|
Rights
of the Depositor and the Trustee in Respect of the Master
Servicer.
|
54
|
|
SECTION
3.04.
|
Trustee
to Act as Master Servicer.
|
55
|
|
SECTION
3.05.
|
Collection
of Mortgage Loan Payments; Certificate Account; Distribution
Account.
|
55
|
|
SECTION
3.06.
|
Collection
of Taxes, Assessments and Similar Items; Escrow
Accounts.
|
58
|
|
SECTION
3.07.
|
Access
to Certain Documentation and Information Regarding the
Mortgage Loans.
|
59
|
|
SECTION
3.08.
|
Permitted
Withdrawals from the Certificate Account and the Distribution
Account.
|
59
|
|
SECTION
3.09.
|
Maintenance
of Hazard Insurance; Maintenance of Primary Insurance
Policies.
|
61
|
|
SECTION
3.10.
|
Enforcement
of Due-on-Sale Clauses; Assumption Agreements.
|
62
|
|
SECTION
3.11.
|
Realization
Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
Loans.
|
63
|
|
SECTION
3.12.
|
Trustee
to Cooperate; Release of Mortgage Files.
|
67
|
|
SECTION
3.13.
|
Documents,
Records and Funds in Possession of Master Servicer to be Held
for the Trustee.
|
68
|
|
SECTION
3.14.
|
Servicing
Compensation.
|
68
|
|
SECTION
3.15.
|
Access
to Certain Documentation.
|
69
|
|
SECTION
3.16.
|
Annual
Statement as to Compliance.
|
69
|
|
SECTION
3.17.
|
Errors
and Omissions Insurance; Fidelity Bonds.
|
69
|
|
SECTION
3.18.
|
Notification
of Adjustments.
|
70
|
| |
|
ARTICLE
IV DISTRIBUTIONS AND ADVANCES BY THE MASTER
SERVICER
|
| |
|
SECTION
4.01.
|
Advances.
|
71
|
|
SECTION
4.02.
|
Priorities
of Distribution.
|
72
|
|
SECTION
4.03.
|
[Reserved].
|
76
|
|
SECTION
4.04.
|
Allocation
of Realized Losses.
|
76
|
|
SECTION
4.05.
|
Cross-Collateralization;
Adjustments to Available Funds
|
77
|
|
SECTION
4.06.
|
Monthly
Statements to Certificateholders.
|
78
|
| |
|
ARTICLE
V THE CERTIFICATES
|
| |
|
SECTION
5.01.
|
The
Certificates.
|
80
|
|
SECTION
5.02.
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
80
|
|
SECTION
5.03.
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
85
|
|
SECTION
5.04.
|
Persons
Deemed Owners.
|
85
|
|
SECTION
5.05.
|
Access
to List of Certificateholders’ Names and
Addresses.
|
85
|
|
SECTION
5.06.
|
Maintenance
of Office or Agency.
|
86
|
| |
|
ARTICLE
VI THE DEPOSITOR AND THE MASTER SERVICER
|
| |
|
SECTION
6.01.
|
Respective
Liabilities of the Depositor and the Master
Servicer.
|
87
|
|
SECTION
6.02.
|
Merger
or Consolidation of the Depositor or the Master
Servicer.
|
87
|
|
SECTION
6.03.
|
Limitation
on Liability of the Depositor, the Sellers, the Master
Servicer and Others.
|
87
|
|
SECTION
6.04.
|
Limitation
on Resignation of Master Servicer.
|
88
|
| |
|
ARTICLE
VII DEFAULT
|
| |
|
SECTION
7.01.
|
Events
of Default.
|
89
|
|
SECTION
7.02.
|
Trustee
to Act; Appointment of Successor.
|
91
|
|
SECTION
7.03.
|
Notification
to Certificateholders.
|
92
|
| |
|
ARTICLE
VIII CONCERNING THE TRUSTEE
|
| |
|
SECTION
8.01.
|
Duties
of Trustee.
|
93
|
|
SECTION
8.02.
|
Certain
Matters Affecting the Trustee.
|
94
|
|
SECTION
8.03.
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
95
|
|
SECTION
8.04.
|
Trustee
May Own Certificates.
|
95
|
|
SECTION
8.05.
|
Trustee’s
Fees and Expenses.
|
95
|
|
SECTION
8.06.
|
Eligibility
Requirements for Trustee.
|
96
|
|
SECTION
8.07.
|
Resignation
and Removal of Trustee.
|
96
|
|
SECTION
8.08.
|
Successor
Trustee.
|
97
|
|
SECTION
8.09.
|
Merger
or Consolidation of Trustee.
|
98
|
|
SECTION
8.10.
|
Appointment
of Co-Trustee or Separate Trustee.
|
98
|
|
SECTION
8.11.
|
Tax
Matters.
|
100
|
|
SECTION
8.12.
|
Monitoring
of Significance Percentage.
|
101
|
| |
|
ARTICLE
IX TERMINATION
|
| |
|
SECTION
9.01.
|
Termination
upon Liquidation or Purchase of all Mortgage
Loans.
|
102
|
|
SECTION
9.02.
|
Final
Distribution on the Certificates.
|
102
|
|
SECTION
9.03.
|
Additional
Termination Requirements.
|
103
|
| |
|
ARTICLE
X MISCELLANEOUS PROVISIONS
|
| |
|
SECTION
10.01.
|
Amendment.
|
105
|
|
SECTION
10.02.
|
Recordation
of Agreement; Counterparts.
|
106
|
|
SECTION
10.03.
|
Governing
Law.
|
107
|
|
SECTION
10.04.
|
Intention
of Parties.
|
107
|
|
SECTION
10.05.
|
Notices.
|
108
|
|
SECTION
10.06.
|
Severability
of Provisions.
|
110
|
|
SECTION
10.07.
|
Assignment.
|
110
|
|
SECTION
10.08.
|
Limitation
on Rights of Certificateholders.
|
110
|
|
SECTION
10.09.
|
Inspection
and Audit Rights.
|
111
|
|
SECTION
10.10.
|
Certificates
Nonassessable and Fully Paid.
|
111
|
|
SECTION
10.11.
|
[Reserved].
|
111
|
|
SECTION
10.12.
|
Protection
of Assets.
|
111
|
| |
|
ARTICLE
XI EXCHANGE ACT REPORTING
|
| |
|
SECTION
11.01.
|
Filing
Obligations.
|
112
|
|
SECTION
11.02.
|
Form
10-D Filings.
|
112
|
|
SECTION
11.03.
|
Form
8-K Filings.
|
113
|
|
SECTION
11.04.
|
Form
10-K Filings.
|
113
|
|
SECTION
11.05.
|
Sarbanes-Oxley
Certification.
|
114
|
|
SECTION
11.06.
|
Form
15 Filing.
|
114
|
|
SECTION
11.07.
|
Report
on Assessment of Compliance and Attestation.
|
115
|
|
SECTION
11.08.
|
Use
of Subservicers and Subcontractors.
|
116
|
|
SECTION
11.09.
|
Amendments.
|
117
|
|
SECTION
11.10.
|
Reconciliation
of Accounts.
|
117
|
|
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
II-D:
|
Representations
and Warranties of Park Sienna
|
S-II-D-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
Balances Schedule [if applicable]
|
S-V-1
|
|
Schedule
VI:
|
Form
of Monthly Master Servicer Report
|
S-VI-1
|
| |
|
|
|
EXHIBITS
|
| |
|
Exhibit
A:
|
Form
of Senior Certificate (excluding Notional Amount
Certificates)
|
A-1
|
|
Exhibit
B:
|
Form
of Subordinated Certificate
|
B-1
|
|
Exhibit
C:
|
Form
of Class A-R Certificate
|
C-1
|
|
Exhibit
D:
|
Form
of Notional Amount Certificate
|
D-1
|
|
Exhibit
E:
|
Form
of Reverse of Certificates
|
E-1
|
|
Exhibit
F:
|
Form
of Initial Certification of Trustee
|
F-1
|
|
Exhibit
G:
|
Form
of Delay Delivery Certification of Trustee
|
G-1
|
|
Exhibit
H:
|
Form
of Final Certification of Trustee
|
H-1
|
|
Exhibit
I:
|
Form
of Transfer Affidavit
|
I-1
|
|
Exhibit
J-1:
|
Form
of Transferor Certificate (Residual)
|
J-1
|
|
Exhibit
J-2:
|
Form
of Transferor Certificate (Private)
|
J-2
|
|
Exhibit
K:
|
Form
of Investment Letter [Non-Rule 144A]
|
K-1
|
|
Exhibit
L-1:
|
Form
of Rule 144A Letter
|
L-1-1
|
|
Exhibit
L-2
|
Form
of ERISA Letter
|
L-2-1
|
|
Exhibit
M:
|
Form
of Request for Release (for Trustee)
|
M-1
|
|
Exhibit
N:
|
Form
of Request for Release (Mortgage Loan) Paid in Full,
Repurchased and Replaced)
|
N-1
|
|
Exhibit
O:
|
Standard
& Poor’s LEVELS® Version 6.0 Glossary Revised,
Appendix E
|
O-1
|
|
Exhibit
P:
|
[Reserved]
|
P-1
|
|
Exhibit
Q
|
Monthly
Report
|
Q-1
|
|
Exhibit
R-1
|
Form
of Performance Certification (Subservicer)
|
R-1
|
|
Exhibit
R-2
|
Form
of Performance Certification (Trustee)
|
R-2
|
|
Exhibit
S
|
Form
of Servicing Criteria to be Addressed in Assessment of
Compliance Statement
|
S-1
|
|
Exhibit
T
|
List
of Item 1119 Parties
|
T-1
|
|
Exhibit
U
|
Form
of Sarbanes-Oxley Certification (Replacement Master
Servicer)
|
U-1
|
THIS
POOLING AND SERVICING AGREEMENT, dated as of September 1,
2007, among CWMBS, INC., a Delaware corporation, as depositor
(the “ Depositor ”),
COUNTRYWIDE HOME LOANS, INC. (“
Countrywide ”), a New York
corporation, as a seller (a “
Seller ”), PARK GRANADA LLC
(“ Park Granada ”), a
Delaware limited liability company, as a seller (a “
Seller ”), PARK MONACO INC.
(“ Park Monaco ”), a
Delaware corporation, as a seller (a “
Seller ”), PARK SIENNA LLC
(“ Park Sienna ”), a
Delaware limited liability company, as a seller (a “
Seller ”), COUNTRYWIDE HOME
LOANS SERVICING LP, a Texas limited partnership, as master
servicer (the “ Master
Servicer ”), and THE BANK OF NEW YORK, a
banking corporation organized under the laws of the State of
New York, as trustee (the “
Trustee ”).
WITNESSETH
THAT
In
consideration of the mutual agreements 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. For
federal income tax purposes, the Trust Fund, will consist of
three real estate mortgage investment conduits (each a “
REMIC ” or, in the
alternative, the “ Lower Tier
REMIC, ” the “Middle
Tier REMIC” and the “
Master REMIC ,” respectively).
Each Certificate, other than the Class A-R Certificate, will
represent ownership of one or more regular interests in the
Master REMIC for purposes of the REMIC
Provisions. The Class A-R Certificate represents
ownership of the sole class of residual interest in the Lower
Tier REMIC, the Middle Tier REMIC and the Master
REMIC. The Master REMIC will hold as assets the
several classes of uncertificated Middle Tier REMIC Interests
(other than the Class MT-A-R Interest). The Middle
Tier REMIC will hold as assets the several classes of
uncertificated Lower Tier REMIC Interests (other than the
Class LT-A-R Interest). The Lower Tier REMIC will
hold as assets all property of the Trust Fund. Each
Middle Tier REMIC Interest (other than the Class MT-A-R
Interest) is hereby designated as a regular interest in the
Middle Tier REMIC. Each Lower Tier REMIC Interest
(other than the Class LT-A-R Interest) is hereby designated as
a regular interest in the Lower Tier REMIC. The
latest possible maturity date of all REMIC regular interests
created in this Agreement shall be the Latest Possible
Maturity Date.
The
following table set forth characteristics of the Interests in
the Lower Tier REMIC:
The Lower Tier REMIC Interests
|
Initial Principal Balance
|
|
|
|
LT-A-1
|
(1)
|
(2)
|
1
|
|
LT-B-1
|
(1)
|
(2)
|
1
|
|
LT-C-1
|
(1)
|
(2)
|
1
|
|
LT-A-2
|
(1)
|
(2)
|
2
|
|
LT-B-2
|
(1)
|
(2)
|
2
|
|
LT-C-2
|
(1)
|
(2)
|
2
|
|
LT-A-3
|
(1)
|
(2)
|
3
|
|
LT-B-3
|
(1)
|
(2)
|
3
|
|
LT-C-3
|
(1)
|
(2)
|
3
|
|
LT-A-4
|
(1)
|
(2)
|
4
|
|
LT-B-4
|
(1)
|
(2)
|
4
|
|
LT-C-4
|
(1)
|
(2)
|
4
|
|
LT-A-R
|
(3)
|
(3)
|
N/A
|
_______________
|
(1)
|
Each
Class A Lower Tier REMIC Interest will have an Initial Principal
Balance equal to 0.9% of the Subordinated Portion of its
Corresponding Loan Group. Each Class B Lower Tier REMIC
Interest will have an Initial Principal Balance equal to 0.1% of
the Subordinated Portion of its Corresponding Loan
Group. Each Class C Lower Tier REMIC Interest will have
an Initial Principal Balance equal to the excess of the aggregate
Stated Principal Balance of the Mortgage Loans of its Corresponding
Loan Group over the initial aggregate principal balances of the
Class A and Class B Lower Tier REMIC Interests corresponding to
such Loan Group.
|
|
(2)
|
This
Lower Tier REMIC Interest will have an Interest Rate equal to the
weighted average of the Adjusted Net Mortgage Rates of the Mortgage
Loans in the Corresponding Loan Group.
|
|
(3)
|
The
Class LT-A-R Lower Tier REMIC Interest is the sole class of
residual interest in the Lower Tier REMIC. It has no
principal balance and pays no principal or interest.
|
On
each Distribution Date, the Available Funds shall be
distributed with respect to the Lower Tier REMIC Interests in
the following manner:
(1)
Interest . Interest is to be distributed
with respect to each Lower Tier REMIC Interest at the rate, or
according to the formulas, described above;
(2) Principal, if no
Cross-Over Situation Exists . If no Cross-Over
Situation exists with respect to any Class of Lower Tier
REMIC Interests, Principal Amounts arising with respect to
each Loan Group will be allocated: first to cause the Loan
Group’s corresponding Class A and Class B Lower Tier
REMIC Interests to equal, respectively, 0.9% of the
Subordinated Portion and 0.1% of the Subordinated Portion;
and second to the Loan Group’s corresponding Class C
Lower Tier REMIC Interest;
(3) Principal, if a
Cross-Over Situation Exists . If a Cross-Over
Situation exists with respect to the Class A and Class B
Lower Tier REMIC Interests:
(a) If
the Calculation Rate in respect of the outstanding Class A and
Class B Lower Tier REMIC Interests is less than the
Subordinate Pass-Through Rate, then Principal Relocation
Payments will be made proportionately to the outstanding Class
A Lower Tier REMIC Interests prior to any other principal
distributions from each such Loan Group.
(b) If
the Calculation Rate in respect of the outstanding Class A and
Class B Lower Tier REMIC Interests is greater than the
Subordinate Pass-Through Rate, Principal Relocation Payments
will be made to the outstanding Class B Lower Tier REMIC
Interests prior to any other principal distributions from each
such Loan Group.
In
each case, Principal Relocation Payments will be made so as to
cause the Calculation Rate in respect of the outstanding Class
A and Class B Lower Tier REMIC Interests to equal the
Subordinate Pass-Through Rate. With respect to each
Loan Group, if (and to the extent that) the sum of (a) the
principal payments comprising the Principal Amount received
during the Due Period and (b) the Realized Losses, are
insufficient to make the necessary reductions of principal on
the Class A and Class B Lower Tier REMIC Interests, then
interest will be added to the Loan Group’s Class C Lower
Tier REMIC Interest.
(c) Unless
required to achieve the Calculation Rate, the outstanding
aggregate Class A and Class B Tracking Interests for all Loan
Groups will not be reduced below 1 percent of the excess of
(i) the aggregate outstanding Stated Principal Balances of the
Mortgage Loans in all Loan Groupsas of the end of any Due
Period (reduced by Principal Prepayments received after the
Due Period that are to to be distributed on the Disribution
Date related to the Due Period) over (ii) the aggregate Class
Certificate Balance of the Senior Certificates for all Loan
Groups as of the related Distribution Date (after taking into
account distributions of principal on such Distribution
Date).
If
(and to the extent that) the limitation in paragraph (c)
prevents the distribution of principal to the Class A and
Class B Lower Tier REMIC Interests of a Loan Group, and if the
Loan Group’s Class C Lower Tier REMIC Interest has
already been reduced to zero, then the excess principal from
that Loan Group will be paid to the Class C Lower Tier REMIC
Interests of the other Loan Groups the aggregate Class A and
Class B Lower Tier REMIC Interests of which are less than one
percent of the Subordinated Portion. If the Loan
Group corresponding to the Class C Lower Tier REMIC Interest
that receives such payment has a Weighted Average Adjusted Net
Mortgage Rate below the Weighted Average Adjusted Net Mortgage
Rate of the Loan Group making the payment, then the payment
will be treated by the Lower Tier REMIC as a Realized
Loss. Conversely, if a Loan Group corresponding to
the Class C Lower Tier REMIC Interest that receives such
payment has a Weighted Average Adjusted Net Mortgage Rate
above the Weighted Average Adjusted Net Mortgage Rate of the
Loan Group making the payment, then the payment will be
treated by the Lower Tier REMIC as a reimbursement for prior
Realized Losses.
The
following table sets forth characteristics of the Interests in
the Middle Tier REMIC:
|
The Middle Tier REMIC Interests
|
|
Initial Principal Balance
|
|
|
Interest Rate
|
|
Corresponding Certificates
|
|
MT-1-A-1
|
|
$ |
268,848,000
|
|
|
|
(1)
|
|
1-A-1,
1-A-1X(2)
|
|
MT-1-A-2
|
|
$ |
29,871,000
|
|
|
|
(1)
|
|
1-A-2
|
|
MT-1-$100
|
|
$ |
100
|
|
|
|
(1)
|
|
A-R
|
|
MT-2-A-1
|
|
$ |
97,444,000
|
|
|
|
(1)
|
|
2-A-1
|
|
MT-2-A-2
|
|
$ |
10,827,000
|
|
|
|
(1)
|
|
2-A-2
|
|
MT-3-A-1
|
|
$ |
364,035,000
|
|
|
|
(1)
|
|
3-A-1,
3-A-1X (3)
|
|
MT-3-A-2
|
|
$ |
64,241,000
|
|
|
|
(1)
|
|
3-A-2
|
|
MT-4-A-1
|
|
$ |
278,623,000
|
|
|
|
(1)
|
|
4-A-1
|
|
MT-4-A-2
|
|
$ |
30,958,000
|
|
|
|
(1)
|
|
4-A-2
|
|
MT-M
|
|
$ |
28,027,000
|
|
|
|
(4)
|
|
M
|
|
MT-B-1
|
|
$ |
17,670,000
|
|
|
|
(4)
|
|
B-1
|
|
MT-B-2
|
|
$ |
10,967,000
|
|
|
|
(4)
|
|
B-2
|
|
MT-B-3
|
|
$ |
9,139,000
|
|
|
|
(4)
|
|
B-3
|
|
MT-B-4
|
|
$ |
4,874,000
|
|
|
|
(4)
|
|
B-4
|
|
MT-B-5
|
|
$ |
3,046,671
|
|
|
|
(4)
|
|
B-5
|
|
MT-A-R
|
|
|
(5)
|
) |
|
|
(5)
|
|
N/A
|
|
(1)
|
The
interest rate with respect to any Distribution Date (and the
related Interest Accrual Period) for this Middle Tier REMIC
Interest is a per annum rate equal to the weighted average interest
rate of the Lower Tier REMIC regular interests for the
corresponding Loan Group (which is signified by the first digit
following “MT” in the name of such Middle Tier REMIC
Interest).
|
|
(2)
|
For
each Interest Accrual Period starting with the Interest Accrual
Period related to the first Distribution Date to and including the
Interest Accrual Period related to the Weighted Average Roll Date
for Loan Group 1, the Class 1-A-1X Certificates are entitled
to receive a specified portion of the interest payable on the
MT-1-A-1 Middle Tier REMIC Interests. Specifically, for
each such Interest Accrual Period, the Class 1-A-1X
Certificates are entitled to interest accruals on the MT-1-A-1
Middle Tier REMIC Interests at a per annum rate equal to
0.123786%. For the Interest Accrual Period related to a
Distribution Date after the Weighted Average Roll Date for Loan
Group 1, the Class 1-A-1X Certificates will be entitled to
0%.
|
|
(3)
|
For
each Interest Accrual Period starting with the Interest Accrual
Period related to the first Distribution Date to and including the
Interest Accrual Period related to the Weighted Average Roll Date
for Loan Group 3, the Class 3-A-1X Certificates are entitled to
receive a specified portion of the interest payable on the MT-3-A-1
Middle Tier REMIC Interests. Specifically, for each such
Interest Accrual Period, the Class 3-A-1X Certificates are entitled
to interest accruals on the MT-3-A-1 Middle Tier REMIC Interests at
a per annum rate equal to 0.412363%. For the Interest
Accrual Period related to a Distribution Date after the Weighted
Average Roll Date for Loan Group 3, the Class 3-A-1X Certificates
will be entitled to 0%.
|
|
(4)
|
For
each Interest Accrual Period, the interest rate for this Middle
Tier REMIC Interest will be the Subordinate Pass-Through
Rate.
|
|
(5)
|
The
MT-A-R is the sole Class of residual interest in the Middle
Tier REMIC. It pays no interest or
principal.
|
On
each Distribution Date, the Available Funds shall be
distributed with respect to the Middle Tier REMIC Interests in
the following manner:
(1) Interest
is to be distributed with respect to each Middle Tier REMIC
Interest at the rate, or according to the formulas, described
above; and
(2) Principal
is to be distributed with respect to each Middle Tier REMIC
Interest in the same manner and in the same amount as
principal is distributed with respect to each Middle Tier
REMIC Interest’s Corresponding Class or Classes of
Certificates.
On
each Distribution Date, Realized Losses (and increases in
Principal Balances attributable to Subsequent Recoveries)
shall be allocated among the Middle Tier REMIC Interests in
the same manner that Realized Losses (and increases in Class
Certificate Balances attributable to Subsequent Recoveries)
are allocated among each Middle Tier REMIC Interest’s
Corresponding Class or Classes of Certificates.
The
following table sets forth characteristics of the
Certificates, together with minimum denominations and integral
multiples in excess thereof in which such Classes shall be
issued (except that one Residual Certificate representing the
Tax Matters Person Certificate may be issued in a different
amount for each class of REMIC Interest):
|
Class
Designation
|
|
Initial
Class
Certificate
Balance
|
|
|
Pass-Through
Rate
(per
annum)
|
|
|
Minimum
Denomination
|
|
|
Integral
Multiples
in
Excess of
Minimum
|
|
|
Class 1-A-1
|
|
$ |
268,848,000
|
|
|
|
(1)
|
|
|
$ |
25,000.00
|
|
|
$ |
1.00
|
|
|
Class
1-A-2
|
|
$ |
29,871,000
|
|
|
|
(2)
|
|
|
$ |
25,000.00
|
|
|
$ |
1.00
|
|
|
Class
1-A-1X
|
|
$ |
268,848,000 |
(3) |
|
|
(4)
|
|
|
$ |
25,000.00 |
(5) |
|
$ |
1.00 |
(5) |
|
Class
2-A-1
|
|
$ |
97,444,000
|
|
|
|
(6)
|
|
|
$ |
25,000.00
|
|
|
$ |
1.00
|
|
|
Class
2-A-2
|
|
$ |
10,827,000
|
|
|
|
(6)
|
|
|
$ |
25,000.00
|
|
|
$ |
1.00
|
|
|
Class
3-A-1
|
|
$ |
364,035,000
|
|
|
|
(7)
|
|
|
$ |
25,000.00
|
|
|
$ |
1.00
|
|
|
Class
3-A-2
|
|
$ |
64,241,000
|
|
|
|
(8)
|
|
|
$ |
25,000.00
|
|
|
$ |
1.00
|
|
|
Class
3-A-1X
|
|
$ |
364,035,000 |
(3) |
|
|
(9)
|
|
|
$ |
25,000.00 |
(5) |
|
$ |
1.00 |
(5) |
|
Class
4-A-1
|
|
$ |
278,623,000
|
|
|
|
(10)
|
|
|
$ |
25,000.00
|
|
|
$ |
1.00
|
|
|
Class
4-A-2
|
|
$ |
30,958,000
|
|
|
|
(10)
|
|
|
$ |
25,000.00
|
|
|
$ |
1.00
|
|
|
Class A-R
|
|
$ |
100
|
|
|
|
(11)
|
|
|
|
(12)
|
|
|
|
(12 |
) |
|
Class M
|
|
$ |
28,027,000
|
|
|
|
(13)
|
|
|
$ |
25,000.00
|
|
|
$ |
1.00
|
|
|
Class B-1
|
|
$ |
17,670,000
|
|
|
|
(13)
|
|
|
$ |
25,000.00
|
|
|
$ |
1.00
|
|
|
Class B-2
|
|
$ |
10,967,000
|
|
|
|
(13)
|
|
|
$ |
25,000.00
|
|
|
$ |
1.00
|
|
|
Class
B-3
|
|
$ |
9,139,000
|
|
|
|
(13)
|
|
|
$ |
100,000.00
|
|
|
$ |
1.00
|
|
|
Class
B-4
|
|
$ |
4,874,000
|
|
|
|
(13)
|
|
|
$ |
100,000.00
|
|
|
$ |
1.00
|
|
|
Class
B-5
|
|
$ |
3,046,671
|
|
|
|
(13)
|
|
|
$ |
100,000.00
|
|
|
$ |
1.00
|
|
_________________________________
|
(1)
|
The
Pass-Through Rate for the Class 1-A-1 Certificates for the Interest
Accrual Period for any Distribution Date will be a per annum rate
equal to the Weighted Average Adjusted Net Mortgage Rate of the
Group 1 Mortgage Loans , minus the
Pass-Through Rate of the Class 1-A-1X Certificates for that
Interest Accrual Period. The Pass-Through Rate for the
Class 1-A-1 Certificates for the Interest Accrual Period related to
the first Distribution Date will be 5.925830% per
annum.
|
|
(2)
|
The
Pass-Through Rate for the Class 1-A-2 Certificates for the Interest
Accrual Period for any Distribution Date will be a per annum rate
equal to the Weighted Average Adjusted Net Mortgage Rate of the
Group 1 Mortgage Loans. The Pass-Through Rate for the Class 1-A-2
Certificates for the Interest Accrual Period related to the first
Distribution Date will be 6.049616% per annum.
|
|
(3)
|
This
Class of Certificates will be Notional Amount Certificates, will
have no Class Certificate Balance and will bear interest on its
Notional Amount.
|
|
(4)
|
The
Pass-Through Rate for the Class 1-A-1X Certificates for the
Interest Accrual Period for any Distribution Date (x) on or prior
to the Weighted Average Roll Date for Loan Group 1 will be
0.123786% per annum, and (y) after the Weighted Average Roll Date
for Loan Group 1, will be 0%.
|
|
(5)
|
Based
on the Notional Amount.
|
|
(6)
|
The
Pass-Through Rate for the Class 2-A-1 and Class 2-A-2 Certificates
for the Interest Accrual Period for any Distribution Date will be a
per annum rate equal to the Weighted Average Adjusted Net Mortgage
Rate of the Group 2 Mortgage Loans. The Pass-Through
Rate for the Class 2-A-1 and Class 2-A-2 Certificates for the
Interest Accrual Period related to the first Distribution Date will
be 5.987500% per annum.
|
|
(7)
|
The
Pass-Through Rate for the Class 3-A-1 Certificates for the Interest
Accrual Period for any Distribution Date will be a per annum rate
equal to the Weighted Average Adjusted Net Mortgage Rate of the
Group 3 Mortgage Loans , minus the
Pass-Through Rate of the Class 3-A-1X Certificates for that
Interest Accrual Period. The Pass-Through Rate for the
Class 3-A-1 Certificates for the Interest Accrual Period related to
the first Distribution Date will be 6.010783% per
annum.
|
|
(8)
|
The
Pass-Through Rate for the Class 3-A-2 Certificates for the Interest
Accrual Period for any Distribution Date will be a per annum rate
equal to the Weighted Average Adjusted Net Mortgage Rate of the
Group 3 Mortgage Loans. The Pass-Through Rate for the Class 3-A-2
Certificates for the Interest Accrual Period related to the first
Distribution Date will be 6.423146% per annum.
|
|
(9)
|
The
Pass-Through Rate for the Class 3-A-1X Certificates for the
Interest Accrual Period for any Distribution Date (x) on or prior
to the Weighted Average Roll Date for Loan Group 3 will be
0.412363% per annum and (y) after the Weighted Average Roll Date
for Loan Group 3, will be 0%.
|
|
(10)
|
The
Pass-Through Rate for the Class 4-A-1 and Class 4-A-2 Certificates
for the Interest Accrual Period for any Distribution Date will be a
per annum rate equal to the Weighted Average Adjusted Net Mortgage
Rate of the Group 4 Mortgage Loans. The Pass-Through
Rate for the Class 4-A-1 and Class 4-A-2 Certificates for the
Interest Accrual Period related to the first Distribution Date will
be 6.293733% per annum.
|
|
(11)
|
The
Pass-Through Rate for the Class A-R Certificates for the Interest
Accrual Period for any Distribution Date will be a per annum rate
equal to the Weighted Average Adjusted
|
|
|
Net
Mortgage Rate of the Group 1 Mortgage Loans. The
Pass-Through Rate for the Class A-R Certificates for the Interest
Accrual Period related to the first Distribution Date will be
6.049616% per annum.
|
|
(12)
|
The
Class A-R Certificate will be issued as two separate certificates,
one with an initial Certificate Balance of $99.99 and the Tax
Matters Person Certificate with an initial Certificate Balance of
$.01.
|
|
(13)
|
The
Pass-Through Rate for this Class of Subordinated Certificates for
the Interest Accrual Period for any Distribution Date will be a per
annum rate equal to the Subordinate Pass-Through
Rate. The Pass-Through Rate for the Subordinated
Certificates for the Interest Accrual Period for the first
Distribution Date is 6.249488% per annum.
|
It
is not intended that the Class A-R Certificates be entitled to
any cash flows pursuant to this Agreement except as provided
in Sections 4.02(a)(1)(ii) and 4.02(a)(1)(iv)(y) hereunder,
(that is, the Class A-R Certificates’ entitlement to
$100 plus interest thereon in the waterfall).
Set
forth below are designations of Classes or Components of
Certificates to the categories used in this
Agreement:
|
Accretion
Directed Certificates
|
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.
|
| |
|
|
Delay
Certificates.
|
All
interest-bearing Classes of Certificates other than the
Non-Delay Certificates, if any.
|
| |
|
|
ERISA-Restricted
Certificates.
|
The
Residual Certificates, the Private Certificates and, until
they have been the subject of an ERISA Qualifying
Underwriting, the Class 1-A-1X, Class 3-A-1X and Class B-2
Certificates; and any Certificate 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 Senior Certificates
|
Class 1-A-1,
Class 1-A-2, Class 1-A-1X and Class A-R
Certificates.
|
|
|
|
Group
2 Senior Certificates
|
Class
2-A-1 and Class 2-A-2 Certificates.
|
|
|
|
Group
3 Senior Certificates
|
Class
3-A-1, Class 3-A-2 and Class 3-A-1X Certificates.
|
|
|
|
Group
4 Senior Certificates
|
Class
4-A-1 and Class 4-A-2 Certificates.
|
| |
|
|
LIBOR
Certificates
|
None.
|
| |
|
|
Non-Delay
Certificates
|
None.
|
| |
|
Notional
Amount Certificates.
|
Class
1-A-1X and Class 3-A-1X Certificates.
|
|
Offered
Certificates..
|
All
Classes of Certificates other than the Private
Certificates.
|
| |
|
|
Physical
Certificates..
|
Private
Certificates and the Residual Certificates.
|
| |
|
|
Planned
Principal Classes
|
None.
|
| |
|
Planned
Principal Components
|
None.
|
| |
|
|
Private
Certificates.
|
Class B-3,
Class B-4 and Class B-5 Certificates.
|
| |
|
|
Rating
Agencies.
|
S&P
and Moody’s.
|
| |
|
|
Regular
Certificates.
|
All
Classes of Certificates, other than the Residual
Certificates.
|
| |
|
|
Residual
Certificates..
|
Class A-R
Certificates.
|
| |
|
|
Senior
Certificate Group
|
Group
1 Senior Certificates, Group 2 Senior Certificates, Group 3
Senior Certificates and Group 4 Senior Certificates, as
applicable.
|
| |
|
|
Senior
Certificates.
|
Class 1-A-1,
Class 1-A-2, Class 1-A-1X, Class 2-A-1, Class 2-A-2, Class
3-A-1, Class 3-A-2, Class 3-A-1X, Class 4-A-1, Class 4-A-2 and
Class A-R Certificates.
|
| |
|
|
Subordinated
Certificates .
|
Class M,
Class B-1, Class B-2, Class B-3, Class B-4
and Class B-5 Certificates.
|
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.
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:
Account : Any Escrow Account, the Certificate
Account, the Distribution Account or any other account related to
the Trust Fund or the Mortgage Loans.
Accretion Directed Certificates : As specified in
the Preliminary Statement.
Accretion Direction Rule : Not
applicable.
Accrual Amount : Not applicable.
Accrual Certificates : As specified in the
Preliminary Statement.
Accrual Components : As specified in the Preliminary
Statement.
Accrual Termination Date : Not
applicable.
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.
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 a Loan Group, the payment required
to be made by the Master Servicer with respect to any Distribution
Date pursuant to Section 4.01, the amount of any such payment being
equal to the aggregate of payments of principal and interest (net
of the Master Servicing Fee) 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 with respect to 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 Subordinated Percentage : As to any
Distribution Date, the fraction, expressed as a percentage, the
numerator of which is the aggregate Class Certificate Balance of
the Subordinated Certificates immediately prior to such
Distribution Date and the denominator of
which
is the aggregate Stated Principal Balance of all the Mortgage
Loans as of the Due Date in the month preceding the month of
such Distribution Date (after giving effect to Principal
Prepayments received in the Prepayment Period related to such
Due Date).
Agreement : This Pooling and Servicing Agreement and
all amendments or supplements to this Pooling and Servicing
Agreement.
Allocable Share : As to any Distribution Date, any
Loan Group and any Class of Certificates the ratio that the amount
calculated with respect to such Distribution Date (A) with respect
to the Senior Certificates of the related Senior Certificate Group,
pursuant to clause (i) of the definition of Class Optimal Interest
Distribution Amount (without giving effect to any reduction of such
amount pursuant to Section 4.02(d)) and (B) with respect to the
Subordinated Certificates, pursuant to the definition of Assumed
Interest Amount for such Class or after the third Senior
Termination Date pursuant to clause (i) of the definition of Class
Optimal Interest Distribution Amount (without giving effect to any
reduction of such amount pursuant to Section 4.02(d)) bears to the
aggregate amount calculated with respect to such Distribution Date
for each such related Class of Certificates pursuant to clause (i)
of the definition of Class Optimal Interest Distribution Amount
(without giving effect to any reduction of such amounts pursuant to
Section 4.02(d)) or the definition of Assumed Interest Amount for
such Loan Group and Class, as applicable.
Amount Held for Future Distribution : As to any
Distribution Date and Mortgage Loans in a Loan Group, the aggregate
amount held in the Certificate Account at the close of business on
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 that Loan Group and
(ii) all Scheduled Payments due after the related Due Date relating
to that Loan Group.
Applicable Credit Support Percentage : As defined in
Section 4.02(e).
Appraised Value : With respect to a Mortgage Loan
other than a Refinancing Mortgage Loan, the lesser of (a) the
value of the Mortgaged Property based upon the appraisal made at
the time of the origination of such Mortgage Loan and (b) the
sales price of the Mortgaged Property at the time of the
origination of such Mortgage Loan. 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. 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 is greater than $650,000, the value of the Mortgaged Property
based upon the appraisal (which may be a drive-by appraisal) made
at the time of the origination of such Streamlined Documentation
Mortgage Loan.
Assumed Interest Amount : With respect to any
Distribution Date, any Loan Group and any Class of Subordinated
Certificates, one month’s interest accrued during the related
Interest Accrual Period at the Pass-Through Rate on the related
Subordinated Portion immediately prior to that Distribution
Date.
Available Funds : As to any Distribution Date and
each Loan Group, the sum of (a) the aggregate amount held in
the Certificate Account at the close of business on the related
Determination Date in respect of the related Mortgage Loans
pursuant to Section 3.05(b) net of the related Amount Held for
Future Distribution and net of amounts permitted to be withdrawn
from the Certificate Account pursuant to clauses (i) - (viii),
inclusive, of Section 3.08(a) in respect of the Mortgage Loans in
that Loan Group and amounts permitted to be withdrawn from the
Distribution Account pursuant to clauses (i) - (v), inclusive, of
Section 3.08(b) in respect of the Mortgage Loans in that Loan
Group, (b) the amount of the related Advance, (c) in connection
with Defective Mortgage Loans in such Loan Group, as applicable,
the aggregate of the Purchase Prices and Substitution Adjustment
Amounts deposited on the related Distribution Account Deposit Date
and (d) the Transfer Payment Received for such Loan Group less the
Transfer Payment Made for such Loan Group; provided, however, that
on the third Senior Termination Date, Available Funds with respect
to the Loan Group relating to the remaining Senior Certificate
Group shall include the Available Funds from the other Loan Groups
after all distributions are made on the Senior Certificates of the
other Senior Certificate Groups and on any Distribution Date
thereafter, Available Funds shall be calculated based on all the
Mortgage Loans in the Mortgage Pool, as opposed to the Mortgage
Loans in the related Loan Group.
Bankruptcy Code : Title 11 of the United States
Code, as amended.
Benefit Plan Opinion : As defined in Section
5.02(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.
Calculation Rate : For each Distribution Date, in the case of
the Class A and Class B Lower Tier REMIC Interests, the product of
(i) 10 and (ii) the weighted average rate of the outstanding Class
A and Class B Interests, treating each Class A Interest as having
an interest rate of 0.00%.
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, F.S.B., in the name of the Master Servicer for
the benefit of the Trustee on behalf of Certificateholders and
designated “Countrywide Home Loans Servicing LP in trust for
the registered holders of CHL Mortgage Pass-Through Trust 2007-HY6,
Mortgage Pass-Through Certificates Series
2007-HY6.”
Certificate Balance : With respect to any
Certificate, other than a Notional Amount Certificate, at any date,
the maximum dollar amount of principal to which the Holder thereof
is then entitled under this Agreement, such amount being equal to
the Denomination of that Certificate (A) plus any increase in the
Certificate Balance of such Certificate pursuant to Section 4.02
due to the receipt of Subsequent Recoveries (B) minus the
sum of (i) all distributions of principal previously made with
respect to that Certificate and (ii) all Realized Losses
allocated to that Certificate and, in the case of any Subordinated
Certificates, all other reductions in Certificate Balance
previously allocated to that Certificate pursuant to
Section 4.04 without duplication. The Notional
Amount Certificates have no Certificate Balances.
Certificate Owner : With respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such
Book-Entry Certificate. For the purposes of this
Agreement, in order for a Certificate Owner to enforce any of its
rights 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.
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.
Certification Party : As defined in Section
11.05.
Certifying Person : As defined in Section
11.05.
Class : All Certificates bearing the same class
designation as set forth in the Preliminary Statement.
Class Certificate Balance : With respect to any
Class and as to any date of determination, the aggregate of the
Certificate Balances of all Certificates of such Class as of such
date.
Class Interest Shortfall : As to any Distribution
Date and Class, the amount by which the amount described in
clause (i) of the definition of Class Optimal Interest
Distribution Amount for such Class exceeds the amount of interest
actually distributed on such Class on such Distribution Date
pursuant to such clause (i).
Class Optimal Interest Distribution Amount : With
respect to any Distribution Date and Class of interest-bearing
Certificates, the sum of (i) one month’s interest
accrued during the related Interest Accrual Period at the
Pass-Through Rate for such Class, as applicable, on the related
Class Certificate Balance or Notional Amount, as applicable, as of
the last day of the related Interest Accrual Period, subject to
reduction as provided in Section 4.02(d) and (ii) any
Class Unpaid Interest Amounts for such Class.
Class Subordination Percentage : With respect to any
Distribution Date and each Class of Subordinated Certificates, the
quotient (expressed as a percentage) of (a) the Class
Certificate Balance of such Class of Certificates immediately prior
to such Distribution Date divided by (b) the aggregate of the
Class Certificate Balances of all Classes of Certificates
immediately prior to such Distribution Date.
Class Unpaid Interest Amounts : As to any
Distribution Date and Class of interest-bearing Certificates, the
amount by which the aggregate Class Interest Shortfalls for such
Class on prior Distribution Dates exceeds the amount distributed on
such Class on prior Distribution Dates pursuant to clause (ii)
of the definition of Class Optimal Interest Distribution
Amount.
Closing Date : September 28, 2007.
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
and Loan Group, an amount equal to one-half of the Master Servicing
Fee for the related Loan Group for such Distribution
Date.
Coop Shares : Shares issued by a Cooperative
Corporation.
Cooperative Corporation : The entity that holds title (fee or
an acceptable leasehold estate) to the real property and
improvements constituting the Cooperative Property and which
governs the Cooperative Property, which Cooperative Corporation
must qualify as a Cooperative Housing Corporation under
section 216 of the Code.
Cooperative Loan : Any Mortgage Loan secured by Coop Shares and
a Proprietary Lease.
Cooperative Property : The real property and improvements owned
by the Cooperative Corporation, including the allocation of
individual dwelling units to the holders of the Coop Shares of the
Cooperative Corporation.
Cooperative Unit : A single family dwelling located in a
Cooperative Property.
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, CHL
Mortgage Pass-Through Trust 2007-HY6), 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 : Not applicable.
Cross-Over Situation : For any Distribution Date and for each
Loan Group (after taking into account principal distributions on
such Distribution Date) with respect to the Class A and Class B
Lower Tier REMIC Interests, a situation in which the Class A and
Class B Interests corresponding to any Loan Group are in the
aggregate less than 1% of the Subordinated Portion of the Loan
Group to which they correspond.
Cut-off Date : For each Mortgage Loan, the later of September
1, 2007 and the date of origination for that Mortgage
Loan.
Cut-off Date Pool Principal Balance :
$1,218,570,771.
Cut-off Date Principal Balance : As to any Mortgage
Loan, the Stated Principal Balance thereof as of the close of
business on the Cut-off Date.
Debt Service Reduction : With respect to any
Mortgage Loan, a reduction by a court of competent jurisdiction in
a proceeding under the Bankruptcy Code in the Scheduled Payment for
such Mortgage Loan 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.
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 Trustee on the Closing Date. With respect
to up to 50% of the Mortgage Loans in each Loan Group, the
Depositor may deliver all or a portion of each related Mortgage
File to the Trustee not later than thirty days after the Closing
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).
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 : CWMBS, Inc., a Delaware corporation, or
its successor in interest.
Depository : The initial Depository shall be The
Depository Trust Company, the nominee of which is CEDE & Co.,
as the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a
“clearing corporation” as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the
State of New York.
Depository Participant : A broker, dealer, bank or
other financial institution or other Person for whom from time to
time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Determination Date : As to any Distribution Date,
the 22nd day of each month or, if such 22nd day is not a Business
Day, the 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.
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 CHL Mortgage Pass-Through Trust
2007-HY6, Mortgage Pass-Through Certificates, Series
2007-HY6.” 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 25 th day of
each calendar month, or if the 25 th day is not
a Business Day, the next Business Day commencing in October
2007.
Due Date : With respect to a Mortgage Loan, the date
on which the Scheduled Payments are due on that Mortgage
Loan. With respect to any Distribution Date, the first
day of the month in which that Distribution Date
occurs.
Due Period : With respect to any Distribution Date,
the period beginning on the second day of the calendar month
preceding the month in which such Distribution Date occurs and
ending on the first day of the calendar month in which such
Distribution Date occurs.
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
does not have the requisite ratings and is the principal subsidiary
of a holding company, the debt obligations of such holding company)
have (a) the highest short-term ratings of Moody’s or Fitch
and (b) one of the two highest short-term ratings of S&P (or,
if such entity does not have a short-term rating from S&P, the
long-term unsecured and unsubordinated debt obligations of such
entity have a rating from S&P of at least “BBB+”),
(ii) a segregated trust account or accounts maintained with the
corporate trust department of a federal or state chartered
depository institution subject to regulations regarding fiduciary
funds on deposit similar to Title 12 of the Code of Federal
Regulations, Chapter I, Part 9, Section 9.10(b), which has
corporate trust powers, acting in its fiduciary capacity or (iii)
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. In the event that the
federal or state chartered depository institution or trust company
maintaining an Eligible Account described in clause (i) above no
longer satisfies the credit rating of S&P set forth in clause
(i)(b) above then the Person responsible for establishing such
Eligible Account shall cause any amounts on deposit therein to be
moved to another federal or state chartered depository institution
or trust company satisfying such credit rating of S&P within 30
calendar days.
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.
Eligible Repurchase Month : As defined in Section
3.11.
ERISA : The Employee Retirement Income Security Act
of 1974, as amended.
ERISA-Qualifying Underwriting : A best efforts or
firm commitment underwriting or private placement that meets the
requirements of an Underwriter’s Exemption.
ERISA-Restricted Certificate : As specified in the
Preliminary Statement.
Escrow Account : The Eligible Account or Accounts
established and maintained pursuant to
Section 3.06(a).
Event of Default : As defined in
Section 7.01.
Excess Proceeds : With respect to any Liquidated
Mortgage Loan, the amount, if any, by which the sum of any
Liquidation Proceeds of such Mortgage Loan received in the calendar
month in which such Mortgage Loan became a Liquidated Mortgage Loan
plus any Subsequent Recoveries received with respect to such
Mortgage Loan, net of any amounts previously reimbursed to the
Master Servicer as Nonrecoverable Advance(s) with respect to such
Mortgage Loan pursuant to Section 3.08(a)(iii), exceeds
(i) the unpaid principal balance of such Liquidated Mortgage
Loan as of the Due Date in the month in which such Mortgage Loan
became a Liquidated Mortgage Loan plus (ii) accrued interest
at the Mortgage Rate from the Due Date as to which interest was
last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date applicable to the Distribution Date immediately
following the calendar month during which such liquidation
occurred.
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 Rate : As to each Mortgage Loan and any
date of determination, the sum of (a) the related Master Servicing
Fee Rate, (b) the Trustee Fee Rate and (c) the per annum rate of
the related lender paid mortgage insurance premium, if
any.
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.
Gross Margin : With respect to each Mortgage Loan,
the fixed percentage set forth in the related Mortgage Note that is
added to the Mortgage Index on each Adjustment Date in accordance
with the terms of the related Mortgage Note used to determine the
Mortgage Rate for such Mortgage Loan.
Group 1 Mortgage Loans : The Mortgage Loans in Loan
Group 1.
Group 1 Senior Certificates : As specified in the
Preliminary Statement.
Group 2 Mortgage Loans : The Mortgage Loans in Loan
Group 2.
Group 2 Senior Certificates : As specified in the
Preliminary Statement.
Group 3 Mortgage Loans : The Mortgage Loans in Loan
Group 3.
Group 3 Senior Certificates : As specified in the
Preliminary Statement.
Group 4 Mortgage Loans : The Mortgage Loans in Loan
Group 4.
Group 4 Senior Certificates : As specified in the
Preliminary Statement.
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).
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 any
Distribution Date, the calendar month prior to the month of such
Distribution Date.
Item 1119 Party : The Depositor, any Seller, the
Master Servicer, the Trustee, any Subservicer, any originator
identified in the Prospectus Supplement and any other material
transaction party, as identified in Exhibit T hereto, as updated
pursuant to Section 11.04.
Last Scheduled Distribution Date : As defined in the
Preliminary Statement.
Latest Possible Maturity Date : The Distribution
Date following the third anniversary of the scheduled maturity date
of the Mortgage Loan having the latest scheduled maturity date as
of the Cut-off Date.
Lender PMI Mortgage Loan : Certain Mortgage Loans as
to which the lender (rather than the Mortgagor) acquires the
Primary Insurance Policy and charges the related Mortgagor an
interest premium.
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.
Liquidation Proceeds : Amounts, including Insurance
Proceeds, received in connection with the partial or complete
liquidation of defaulted Mortgage Loans, whether through
trustee’s sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of
a Mortgaged Property and any other proceeds received in connection
with an REO Property, less the sum of related unreimbursed Master
Servicing Fees, Servicing Advances and Advances.
Loan Group : Any of Loan Group 1, Loan Group 2, Loan
Group 3 and Loan Group 4, as applicable.
Loan Group 1 : All Mortgage Loans identified as Loan
Group 1 Mortgage Loans on the Mortgage Loan Schedule.
Loan Group 2 : All Mortgage Loans identified as Loan
Group 2 Mortgage Loans on the Mortgage Loan Schedule.
Loan Group 3 : All Mortgage Loans identified as Loan
Group 3 Mortgage Loans on the Mortgage Loan Schedule.
Loan Group 4 : All Mortgage Loans identified as Loan
Group 4 Mortgage Loans on the Mortgage Loan Schedule.
Loan-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 such 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 Servicer : Countrywide Servicing, and its
successors and assigns, in its capacity as master servicer
hereunder and, if a successor master servicer is appointed under
this Agreement, such successor.
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 of
such Distribution Date (prior to giving effect to any Scheduled
Payments due on such Mortgage Loan on such Due Date), subject to
reduction as provided in Section 3.14.
Master Servicing Fee Rate : With respect to each
Mortgage Loan and Due Date, the amount set forth in the Mortgage
Loan Schedule for such Due Date.
Maximum Mortgage Rate : With respect to each Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum
Mortgage Rate thereunder.
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® System.
MERS® System : The system of recording transfers
of mortgages electronically maintained by MERS.
MIN : The mortgage identification number for any
MERS Mortgage Loan.
Minimum Mortgage Rate : With respect to each
Mortgage Loan, the greater of (a) the Gross Margin set forth in the
related Mortgage Note and (b) the percentage set forth in the
related Mortgage Note as the minimum Mortgage Rate
thereunder.
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 Index : As to each Mortgage Loan, the index
from time to time in effect for adjustment of the Mortgage Rate as
set forth as such on the related Mortgage Note.
Mortgage Loan Schedule : The list of Mortgage Loans
(as from time to time amended by the Master Servicer to reflect the
addition of Substitute Mortgage Loans, and the deletion of Deleted
Mortgage Loans pursuant to the provisions of this Agreement)
transferred to the Trustee as part of the Trust Fund and from time
to time subject to this Agreement, attached to this Agreement as
Schedule I, setting forth the following information with respect to
each Mortgage Loan by Loan Group:
|
(i)
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the
loan number;
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| |
|
|
(ii)
|
the
Mortgagor’s name and the street address of the Mortgaged
Property, including the zip code;
|
| |
|
|
(iii)
|
the
maturity date;
|
| |
|
|
(iv)
|
the
original principal balance;
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| |
|
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(v)
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the
Cut-off Date Principal Balance;
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| |
|
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(vi)
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the
first payment date of the Mortgage Loan;
|
|
(vii)
|
the
Scheduled Payment in effect as of the Cut-off
Date;
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| |
|
|
(viii)
|
the
Loan-to-Value Ratio at origination;
|
| |
|
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(ix)
|
a
code indicating whether the residential dwelling at the time
of origination was represented to be
owner-occupied;
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| |
|
|
(x)
|
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),
(d) a two- to four-unit residential property or (e) a
Cooperative Unit;
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| |
|
|
(xi)
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the
Mortgage Rate in effect as of the Cut-off Date;
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| |
|
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(xii)
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the
Master Servicing Fee Rate both before and after the initial
Adjustment Date for each Mortgage Loan;
|
| |
|
|
(xiii)
|
a
code indicating whether the Mortgage Loan is a Lender PMI
Mortgage Loan and, in the case of any Lender PMI Mortgage
Loan, a percentage representing the amount of the related
interest premium charged to the borrower;
|
| |
|
|
(xiv)
|
the
purpose for the Mortgage Loan;
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| |
|
|
(xv)
|
the
type of documentation program pursuant to which the Mortgage
Loan was originated;
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| |
|
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(xvi)
|
the
direct servicer of such Mortgage Loan as of the Cut-off
Date;
|
| |
|
|
(xvii)
|
a
code indicating whether the Mortgage Loan is a MERS Mortgage
Loan;
|
| |
|
|
(xviii)
|
a
code indicating whether the Mortgage Loan is a Countrywide
Mortgage Loan, a Park Granada Mortgage Loan, a Park Monaco
Mortgage Loan or a Park Sienna Mortgage Loan; and
|
| |
|
|
(xix)
|
with
respect to each Mortgage Loan, the Gross Margin, the Mortgage
Index, the Maximum Mortgage Rate, the Minimum Mortgage Rate,
the Periodic Rate Cap and the first Adjustment Date for such
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.
Mortgage Loans : Such of the mortgage loans
transferred and assigned to the Trustee pursuant to the provisions
of this Agreement as from time to time 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, together with any modification or waiver
contained in the related Mortgage File.
Mortgage Rate : The annual rate of interest borne by
a Mortgage Note from time to time, net of any interest premium
charged by the mortgagee to obtain or maintain any Primary
Insurance Policy.
Mortgaged Property : The underlying property
securing a Mortgage Loan, which, with respect to a Cooperative
Loan, is the related Coop Shares and Proprietary
Lease.
Mortgagor : The obligor(s) on a Mortgage
Note.
National Cost of Funds Index : The National Monthly
Median Cost of Funds Ratio to SAIF-Insured Institutions published
by the Office of Thrift Supervision.
Net Prepayment Interest Shortfalls : As to any
Distribution Date and Loan Group, the amount by which the aggregate
of the Prepayment Interest Shortfalls for such Loan Group for such
Distribution Date exceeds an amount equal to the sum of (a) the
Compensating Interest for such Loan Group and Distribution Date and
(b) the excess, if any, of the Compensating Interest for each other
Loan Group for that Distribution Date over the Prepayment Interest
Shortfalls in each such other Loan Group for such Distribution
Date.
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 : For the Class 1-A-1X Certificates
and any date of determination, (i) on or prior to the last day of
the Interest Accrual Period for the Weighted Average Roll Date for
Loan Group 1, the Class Certificate Balance of the Class 1-A-1
Certificates on such date of determination and (ii) after the
Weighted Average Roll Date for Loan Group 1, zero. For
the Class 3-A-1X Certificates and any date of
determination, (i) on or prior to the last day of the
Interest Accrual Period for the Weighted Average Roll Date for Loan
Group 3, the Class Certificate Balance of the Class 3-A-1
Certificates on such date of determination and (ii) after the
Weighted Average Roll Date for Loan Group 3, zero.
Notional Amount Certificates : As specified in the
Preliminary Statement.
Offered Certificates : As specified in the
Preliminary Statement.
Officer’s Certificate : A certificate
(i) in the case of the Depositor, signed by the Chairman of
the Board, the Vice Chairman of the Board, the President, a
Managing Director, a
Vice
President (however denominated), an Assistant Vice President,
the Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Depositor, (ii) in
the case of the Master Servicer, signed by the President, an
Executive Vice President, a Vice President, an Assistant Vice
President, the Treasurer, or one of the Assistant Treasurers
or Assistant Secretaries of Countrywide GP, Inc. (its general
partner), (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.
Opinion of Counsel : A written opinion of counsel,
who may be counsel for the Depositor, a Seller or the Master
Servicer, including in-house counsel, reasonably acceptable to the
Trustee; provided , however , that with respect to
the interpretation or application of the REMIC Provisions, such
counsel must (i) in fact be independent of the Depositor, a
Seller and the Master Servicer, (ii) not have any direct
financial interest in the Depositor, a Seller or the Master
Servicer or in any affiliate thereof, and (iii) not be
connected with the Depositor, a Seller or the Master Servicer as an
officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.
Optional Termination : The termination of the trust
created under this Agreement in connection with the purchase of the
Mortgage Loans pursuant to Section 9.01.
Original Applicable Credit Support Percentage : With
respect to each of the following Classes of Subordinated
Certificates, the corresponding percentage described below, as of
the Closing Date:
|
Class
M
|
6.05%
|
|
Class
B-1
|
3.75%
|
|
Class
B-2
|
2.30%
|
|
Class
B-3
|
1.40%
|
|
Class
B-4
|
0.65%
|
|
Class
B-5
|
0.25%
|
Original Mortgage Loan : The mortgage loan
refinanced in connection with the origination of a Refinancing
Mortgage Loan.
Original Subordinate Principal Balance : On or prior
to the third Senior Termination Date, the Subordinated Percentage
for a Loan Group of the aggregate Stated Principal Balance of the
Mortgage Loans in such Loan Group as of the Cut-off Date or, if
such date is after the third Senior Termination Date, the aggregate
Class Certificate Balance of the Subordinated Certificates as of
the Closing Date.
OTS : The Office of Thrift Supervision.
Outstanding : With respect to the Certificates as of
any date of determination, all Certificates theretofore executed
and authenticated under this Agreement except:
(i) Certificates
theretofore canceled by the Trustee or delivered to the
Trustee for cancellation; and
(ii)
Certificates
in exchange for which or in lieu of which other Certificates
have been executed and delivered by the Trustee pursuant to
this Agreement.
Outstanding Mortgage Loan : As of any Due Date, a
Mortgage Loan with a Stated Principal Balance greater than zero,
which was not the subject of a Principal Prepayment in Full prior
to such Due Date or during the Prepayment Period related to such
Due Date and which did not become a Liquidated Mortgage Loan prior
to such Due Date.
Overcollateralized Group : As defined in Section
4.05.
Ownership Interest : As to any Residual Certificate,
any ownership interest in such Certificate including any interest
in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or
beneficial.
Park Granada : Park Granada LLC, a Delaware limited
liability company, and its successors and assigns, in its capacity
as the seller of the Park Granada Mortgage Loans to the
Depositor.
Park Granada Mortgage Loans : The Mortgage Loans
identified as such on the Mortgage 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 Rate : For any interest-bearing Class
of Certificates, the per annum rate set forth or calculated in the
manner described in the Preliminary Statement.
Percentage Interest : As to any Certificate, the
percentage interest evidenced thereby in distributions required to
be made on the related Class, such percentage interest being set
forth on the face thereof or equal to the percentage obtained by
dividing the Denomination of such Certificate by the aggregate of
the Denominations of all Certificates of the same
Class.
Performance Certification : As defined in Section
11.05.
Periodic Rate Cap : With respect to each Mortgage
Loan and any Adjustment Date therefor, the fixed percentage set
forth in the related Mortgage Note, which is the
maximum
amount
by which the Mortgage Rate for such Mortgage Loan may increase
or decrease (without regard to the Maximum Mortgage Rate or
the Minimum Mortgage Rate) on such Adjustment Date from the
Mortgage Rate in effect immediately prior to such Adjustment
Date.
Permitted Investments : At any time, any one or more
of the following obligations and securities, each of which shall
mature no later than 60 days after acquisition:
(i) obligations
of the United States or any agency thereof, provided such
obligations are backed by the full faith and credit of the
United States;
(ii) general
obligations of or obligations guaranteed by any state of the
United States or the District of Columbia receiving the
highest long-term debt rating of each Rating Agency, or such
lower rating as will not result in the downgrading or
withdrawal of the ratings then assigned to the Certificates by
each Rating Agency;
(iii) commercial
or finance company paper which is then receiving the highest
commercial or finance company paper rating of each Rating
Agency, or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to the
Certificates by each Rating Agency;
(iv) certificates
of deposit, demand or time deposits, or bankers’
acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of
any state thereof and subject to supervision and examination
by federal and/or state banking authorities, provided that the
commercial paper and/or long term unsecured debt obligations
of such depository institution or trust company (or in the
case of the principal depository institution in a holding
company system, the commercial paper or long-term unsecured
debt obligations of such holding company, but only if
Moody’s is not a Rating Agency) are then rated one of
the two highest long-term and the highest short-term ratings
of each Rating Agency for such securities, or such lower
ratings as will not result in the downgrading or withdrawal of
the rating then assigned to the Certificates by either Rating
Agency;
(v) repurchase
obligations with respect to any security described in
clauses (i) and (ii) above, in either case entered into
with a depository institution or trust company (acting as
principal) described in clause (iv) above;
(vi) units
of a taxable money-market portfolio having the highest rating
assigned by each Rating Agency (except if Fitch is a Rating
Agency and has not rated the portfolio, the highest rating
assigned by Moody’s) and restricted to obligations
issued or guaranteed by the United States of America or
entities whose obligations are backed by the full faith and
credit of the United States of America and repurchase
agreements collateralized by such obligations;
and
(vii) such
other relatively risk free investments bearing interest or
sold at a discount acceptable to each Rating Agency as will
not result in the downgrading or withdrawal of the rating then
assigned to the Certificates by either Rating Agency, as
evidenced by a signed writing delivered by each Rating
Agency
provided,
that no such instrument shall be a Permitted Investment if
such instrument evidences the right to receive interest only
payments with respect to the obligations underlying such
instrument.
Permitted Transferee : Any person other than (i) the
United States, any State or political subdivision thereof, or any
agency or instrumentality of any of the foregoing, (ii) a foreign
government, International Organization or any agency or
instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in section
521 of the Code) which is exempt from tax imposed by Chapter 1 of
the Code (including the tax imposed by section 511 of the Code on
unrelated business taxable income) on any excess inclusions (as
defined in section 860E(c)(1) of the Code) with respect to any
Residual Certificate, (iv) rural electric and telephone
cooperatives described in section 1381(a)(2)(C) of the Code, (v) an
“electing large partnership” as defined in section 775
of the Code, (vi) a Person that is not a citizen or resident of the
United States, a corporation, partnership, or other entity created
or organized in or under the laws of the United States, any State
thereof or the District of Columbia, or an estate or trust whose
income from sources without the United States is includible in
gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or
business within the United States or a trust if a court within the
United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons
have the authority to control all substantial decisions of the
trust unless such Person has furnished the transferor and the
Trustee with a duly completed Internal Revenue Service Form W-8ECI
or any applicable successor form, and (vii) any other Person so
designated by the Depositor based upon an Opinion of Counsel that
the Transfer of an Ownership Interest in a Residual Certificate to
such Person may cause any REMIC 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.
Planned Balance : With respect to any Planned
Principal Class or Planned Principal Component and any Distribution
Date appearing in Schedule V, the amount appearing opposite such
Distribution Date for such Class.
Planned Principal Classes : As specified in the
Preliminary Statement.
Planned Principal Components : As specified in the
Preliminary Statement.
Pool Stated Principal Balance : As to any
Distribution Date, the aggregate of the Stated Principal Balances
of the Mortgage Loans that were Outstanding Mortgage Loans on the
Due Date in the month preceding the month of such Distribution Date
(after giving effect to Principal Prepayments received in the
Prepayment Period in which such Due Date occurs) and, as to any
other date of determination, the aggregate of the Stated Principal
Balances of the Outstanding Mortgage Loans as of such
date.
Prepayment Interest Excess : As to any Principal
Prepayment received by the Master Servicer from the first day
through the fifteenth day of any calendar month (other than the
calendar month in which the Cut-off Date occurs), all amounts paid
by the related Mortgagor in respect of interest on such Principal
Prepayment.
Prepayment Interest Shortfall : As to any
Distribution Date, any Mortgage Loan and any Principal Prepayment
received during the portion of the related Prepayment Period in the
prior calendar month, 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 beginning on the sixteenth day of
the calendar month preceding the month in which such Distribution
Date occurs (or in the case of the first Distribution Date, from
September 1, 2007) and ending on the fifteenth day of the calendar
month in which such Distribution Date occurs.
Prepayment Shift Percentage : Not
applicable.
Primary Insurance Policy : Each policy of primary
mortgage guaranty insurance or any replacement policy therefor with
respect to any Mortgage Loan.
Prime Rate : The prime commercial lending rate of
The Bank of New York, as publicly announced to be in effect from
time to time. The Prime Rate shall be adjusted
automatically, without notice, on the effective date of any change
in such prime commercial lending rate. The Prime Rate is
not necessarily The Bank of New York’s lowest rate of
interest.
Principal Amount : As to any Distribution Date and
any Loan Group, an amount equal to (i) the sum 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 (other than a
Liquidated Mortgage Loan) in such Loan Group on the related Due
Date, (b) the principal portion of the Purchase Price of each
Mortgage Loan in such 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
such Loan Group received with respect to such Distribution Date,
(d) any Insurance Proceeds or Liquidation Proceeds allocable to
recoveries of principal of Mortgage Loans in such Loan Group that
are not yet Liquidated Mortgage Loans received during the calendar
month preceding the month of such Distribution Date, (e) with
respect to each Mortgage Loan in a Loan Group that became a
Liquidated Mortgage Loan during the calendar month preceding the
month of such Distribution Date, the amount of the Liquidation
Proceeds allocable to principal received during the calendar month
preceding the month of such
Distribution
Date with respect to such Mortgage Loan, (f) all Principal
Prepayments for such Loan Group received during the related
Prepayment Period, (g) any Subsequent Recoveries on the
Mortgage Loans in such Loan Group received during the calendar
month preceding the month of such Distribution Date and (h)
the principal portion of any Transfer Payments Received for
such Loan Group, minus (ii) the principal portion of
any Transfer Payments Made for such Loan Group and
Distribution Date in accordance with Section
4.05.
Principal Prepayment : Any payment of principal by a
Mortgagor on a Mortgage Loan that is received in advance of its
scheduled Due Date and is not accompanied by an amount representing
scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment. Partial Principal
Prepayments shall be applied by the Master Servicer in accordance
with the terms of the related Mortgage Note.
Principal Prepayment in Full : Any Principal
Prepayment made by a Mortgagor of the entire principal balance of a
Mortgage Loan.
Principal Relocation Payment : A payment from any
Loan Group to a Lower Tier REMIC Regular Interest other than a
Regular Interest corresponding to that Loan Group as provided in
the Preliminary Statement. Principal Relocation Payments
from a Loan Group shall be made of the amounts in respect of
principal from the Mortgage Loans of the Loan Group and shall
include a proportionate allocation of the Realized Losses from the
Mortgage Loans of the Loan Group.
Private Certificate : As specified in the
Preliminary Statement.
Pro Rata Share : As to any Distribution Date, the
Subordinated Principal Distribution Amount and any Class of
Subordinated Certificates, the portion of the Subordinated
Principal Distribution Amount allocable to such Class, equal to the
product of the Subordinated Principal Distribution Amount on such
Distribution Date and a fraction, the numerator of which is the
related Class Certificate Balance thereof and the denominator of
which is the aggregate of the Class Certificate Balances of the
Subordinated Certificates.
Pro Rata Subordinated Percentage : As to any
Distribution Date and Loan Group, 100% minus the related Senior
Percentage for such Distribution Date.
Proprietary Lease : With respect to any Cooperative Unit, a
lease or occupancy agreement between a Cooperative Corporation and
a holder of related Coop Shares.
Prospectus : The prospectus dated July 27, 2007
generally relating to mortgage-pass through certificates to be sold
by the Depositor.
Prospectus Supplement : The Prospectus Supplement
dated September 27, 2007 relating to the Offered
Certificates.
PUD : Planned unit development.
Purchase Price : With respect to any Mortgage Loan
required to be purchased by a Seller pursuant to Section 2.02
or 2.03 of this Agreement 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 of this Agreement that arises out of
a violation of any predatory or abusive lending law with
respect to the related Mortgage Loan.
Qualified Insurer : A mortgage guaranty insurance
company duly qualified as such under the laws of the state of its
principal place of business and each state having jurisdiction over
such insurer in connection with the insurance policy issued by such
insurer, duly authorized and licensed in such states to transact a
mortgage guaranty insurance business in such states and to write
the insurance provided by the insurance policy issued by it,
approved as a FNMA-approved mortgage insurer and having a claims
paying ability rating of at least “AA” or equivalent
rating by a nationally recognized statistical rating
organization. Any replacement insurer with respect to a
Mortgage Loan must have at least as high a claims paying ability
rating as the insurer it replaces had on the Closing
Date.
Rating Agency : Each of the Rating Agencies
specified in the Preliminary Statement. If any such
organization or a successor is no longer in existence,
“Rating Agency” shall be such nationally recognized
statistical rating organization, or other comparable Person,
identified as a “Rating Agency” under the Underwriter
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 that has become
the subject of a Deficient Valuation, if the principal amount due
under the related Mortgage Note has been reduced, the difference
between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient
Valuation.
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 those Subsequent Recoveries.
Recognition Agreement : With respect to any
Cooperative Loan, an agreement between the Cooperative Corporation
and the originator of such Mortgage Loan which establishes the
rights of such originator in the Cooperative Property.
Record Date : With respect to any Distribution Date,
the close of business on the last Business Day of the month
preceding the month in which such Distribution Date
occurs.
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.
§§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.
Relief Act Reductions : With respect to any
Distribution Date and any Mortgage Loan as to which there has been
a reduction in the amount of interest collectible thereon for the
most recently ended calendar month as a result of the application
of the Relief Act or any similar law, the amount, if any, by which
(i) interest collectible on such Mortgage Loan for the most
recently ended calendar month is less than (ii) interest
accrued thereon for such month pursuant to the Mortgage
Note.
REMIC : A “real estate mortgage investment
conduit” within the meaning of section 860D of the
Code.
REMIC Change of Law : Any proposed, temporary or
final regulation, revenue ruling, revenue procedure or other
official announcement or interpretation relating to REMICs and the
REMIC Provisions issued after the Closing Date.
REMIC Provisions : Provisions of the federal income
tax law relating to real estate mortgage investment conduits, which
appear at sections 860A through 860G of Subchapter M of
Chapter 1 of the Code, and related provisions, and regulations
promulgated thereunder, as the foregoing may be in effect from time
to time as well as provisions of applicable state
laws.
REO Property : A Mortgaged Property acquired by the
Trust Fund through foreclosure or deed-in-lieu of foreclosure in
connection with a defaulted Mortgage Loan.
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, 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 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.
Restricted Classes : As defined in
Section 4.02(e).
Sarbanes-Oxley Certification : As defined in Section
11.05.
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 Certificate Group : As specified in the
Preliminary Statement.
Senior Certificates : As specified in the
Preliminary Statement.
Senior Credit Support Depletion Date : The date on
which the Class Certificate Balance of each Class of Subordinated
Certificates has been reduced to zero.
Senior Percentage : As to any Senior Certificate Group and
Distribution Date, the percentage equivalent of a fraction the
numerator of which is the aggregate Class Certificate Balance of
the Class of Senior Certificates of such Senior Certificate Group
(other than the Notional Amount Certificates) immediately prior to
such Distribution Date and the denominator of which is the
aggregate Stated Principal Balance of Mortgage Loans in the related
Loan Group as of the Due Date in the month preceding the month of
such Distribution Date (after giving effect to Principal
Prepayments in the Prepayment Period related to that prior Due
Date); provided, however, that on any Distribution Date after the
third Senior Termination Date, the Senior Percentage for the Senior
Certificates of the remaining Senior Certificate Group is the
percentage equivalent of a fraction, the numerator of which is the
aggregate Class Certificate Balance of the Class of Senior
Certificates (other than the Notional Amount Certificates)
immediately prior to such Distribution Date and the denominator of
which is the aggregate Class Certificate Balance of all Classes of
Certificates (other than the Notional Amount Certificates)
immediately prior to such Distribution Date. In no event
will any Senior Percentage be greater than 100%.
Senior Prepayment Percentage : As to a Senior Certificate Group
and any Distribution Date during the ten years beginning on the
first Distribution Date, 100%. The related Senior
Prepayment Percentage for any Senior Certificate Group and
Distribution Date occurring on or after the tenth anniversary of
the first Distribution Date will, except as provided in
this
Agreement,
be as follows: for any Distribution Date in the first year
thereafter, the related Senior Percentage plus 70% of the
related Subordinated Percentage for such Distribution Date;
for any Distribution Date in the second year thereafter, the
related Senior Percentage plus 60% of the related Subordinated
Percentage for such Distribution Date; for any Distribution
Date in the third year thereafter, the related Senior
Percentage plus 40% of the related Subordinated Percentage for
such Distribution Date; for any Distribution Date in the
fourth year thereafter, the related Senior Percentage plus 20%
of the related Subordinated Percentage for such Distribution
Date; and for any Distribution Date thereafter, the related
Senior Percentage for such Distribution Date; provided,
however, that if on any Distribution Date the related Senior
Percentage exceeds the Senior Percentage of such Senior
Certificate Group as of the Closing Date, then the Senior
Prepayment Percentage for each Senior Certificate Group for
such Distribution Date will equal
100%. Notwithstanding the foregoing, no decrease in
the related Senior Prepayment Percentage will occur unless
both of the Senior Step Down Conditions are satisfied with
respect to all Loan Groups. Notwithstanding the
foregoing, if the Two Times Test is satisfied on a
Distribution Date, the Senior Prepayment Percentage for each
Senior Certificate Group will equal (x) if such Distribution
Date is on or prior to the Distribution Date in September
2010, the related Senior Percentage for such Distribution Date
plus 50% of the related Subordinated Percentage for that
Distribution Date and (y) if such Distribution Date is after
the Distribution Date in September 2010, the related Senior
Percentage.
Senior Principal Distribution Amount : As to any
Distribution Date and Senior Certificate Group, the sum of
(i) the related Senior Percentage of all amounts described in
clauses (a) through (d) of the definition of “Principal
Amount” with respect to the related Loan Group for such
Distribution Date, (ii) with respect to any Mortgage Loan in
the related Loan Group that became | 
